This is a dilutive capital raise for a company with a going-concern warning and negative book value. The best-efforts structure with no minimum means proceeds are uncertain. Monitor the final offering size and pricing — if the deal closes small, the cash runway extension is limited; if large, dilution is severe. The 45-day lock-up on insiders provides a temporary floor, but the overhang from existing convertible notes and warrants (~7M+ shares) remains. Avoid long exposure until the offering terms are known and the stock stabilizes.
Price Chart
Executive Summary
VolitionRx filed a preliminary prospectus supplement for a best-efforts unit offering of common stock, pre-funded warrants, and common stock purchase warrants, with Maxim Group LLC as placement agent. The offering size, price, and proceeds are all undisclosed (placeholder amounts). The company has a going-concern opinion from its auditors, a negative net tangible book value of -$33.7 million, and intends to use proceeds for working capital and to repay Lind Notes. This is a dilutive capital raise for a pre-revenue diagnostics company with a $17M market cap.
Key Facts
- Best-efforts offering of common stock, pre-funded warrants, and warrants; no minimum offering amount required.
- Offering size, price, and net proceeds are all undisclosed (placeholder amounts in filing).
- Company has a going-concern opinion from its auditors, indicating substantial doubt about ability to continue.
- Net tangible book value as of March 31, 2026 was approximately -$33.7 million, or -$4.247 per share.
- Proceeds to be used for research, product development, working capital, and repayment of Lind Notes ($7.5M + $2.4M secured convertible notes).
- Stock closed at $2.00 on June 4, 2026; market cap ~$17M.
- Existing investors may participate but have no binding commitments.
- Placement agent fee is 7.0% of gross proceeds (3.5% for certain existing investors).
- Executive officers and directors subject to 45-day lock-up; company subject to 45-day issuance blackout and 6-month price-reset restriction.
Financial Impact
Undisclosed offering size; proceeds placeholder. Company has -$33.7M net tangible book value and $9.9M in Lind Notes outstanding.
Risk Factors
- Going-concern opinion from auditors — risk of business failure if capital raise insufficient.
- Undisclosed offering size — actual proceeds may be far below needs, forcing additional dilutive raises.
- Massive existing dilution overhang: ~7M+ shares from convertible notes and warrants at conversion/exercise prices well above current $2.00 stock price.
- Best-efforts structure with no minimum — investors may not get sufficient capital to fund operations.
- No public market for warrants/pre-funded warrants — limited liquidity for those securities.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001477932-26-003669 |
| Document: 0001477932-26-003669-index-headers.html | 0001477932-26-003669 |
| Document: 0001477932-26-003669-index.html | 0001477932-26-003669 |
| Document: 0001477932-26-003669.txt | 0001477932-26-003669 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 25, 2026 4w ago | 8-K | $0.2529 | awaiting T+60 | — | $0.1850 (+26.85%) |
Sep 16, 2026 5w ago | SC 13D/A | $0.2849 | awaiting T+60 | — | $0.1850 (−35.06%) |
Sep 15, 2026 5w ago | 8-K | $0.2749 | awaiting T+60 | — | $0.1850 (+32.70%) |
Sep 11, 2026 6w ago | EFFECT | $0.3102 | awaiting T+60 | — | $0.1850 (+40.36%) |
Sep 8, 2026 6w ago | S-3/A | $0.3400 | awaiting T+60 | — | $0.1850 (+45.59%) |
Sep 1, 2026 7w ago | 8-K | $0.3800 | awaiting T+60 | — | $0.1850 (+51.32%) |
Aug 24, 2026 9w ago | 8-K | $0.3846 | awaiting T+60 | — | $0.1850 (+51.90%) |
Aug 7, 2026 11w ago | 8-K | $0.7700 | awaiting T+60 | — | $0.1850 (+75.97%) |
Jul 20, 2026 14w ago | EFFECT | $1.13 $0.1847 | ▲ +83.65% | ▲ +88.50% | $0.1850 (+83.63%) |
Jun 18, 2026 18w ago | 8-K | $1.34 | awaiting T+60 | — | $0.1850 (+86.19%) |
US Market Status
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