Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2023, VolitionRx Limited (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Newbridge Securities
Corporation (the "Underwriter") pursuant to which the Company agreed to issue
and sell an aggregate of 4,300,000 shares (the "Firm Shares") of its common
stock, par value $0.001 per share (the "Common Stock"), to the Underwriter. The
Firm Shares will be sold at a public offering price of $1.75 per share, less an
underwriting commission of 7%. Under the terms of the Underwriting Agreement,
the Company also granted the Underwriter a 30-day option to purchase up to an
additional 645,000 shares of Common Stock (the "Option Shares" and, together
with the Firm Shares, the "Shares") offered in the offering at the same price
per share as the Firm Shares. On February 19, 2023, the Underwriter exercised
its option to purchase all of the Option Shares.
The net proceeds to the Company from the offering are expected to be
approximately $8.0 million before deducting estimated offering expenses payable
by the Company. The Company intends to use the proceeds from the offering for
research and continued product development, clinical studies, product
commercialization, working capital and other general corporate purposes,
including potential strategic acquisitions.
The offering is being made pursuant to the Company's registration statement on
Form S-3 (File No. 333-259783) previously filed with the Securities and Exchange
Commission ("SEC") on September 24, 2021, as amended on November 4, 2021, and
declared effective by the SEC on November 8, 2021, as well as a prospectus
supplement thereunder.
The offering of the Shares is expected to close on February 22, 2023 subject to
customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and
covenants by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriter, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties, and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such
agreement.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current
Report on Form 8-K (the "Current Report") and is incorporated herein by
reference. The foregoing description of the terms of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to
such exhibit. A copy of the opinion of Stradling Yocca Carlson & Rauth, P.C.
relating to the legality of the issuance and sale of the Shares in the offering
is filed as Exhibit 5.1 to this Current Report.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995 and other federal
securities laws. Any statements contained herein that do not describe historical
facts, including, but not limited to, statements regarding the expected
completion of the offering, expected gross proceeds of the offering and the use
of proceeds of the offering, are forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those discussed in such forward-looking statements. Such risks and uncertainties
include, among others, the risks identified in the Company's filings with the
SEC, including its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K,
and the prospectus supplement related to the offering. Any of these risks and
uncertainties could materially and adversely affect the Company's results of
operations, which would, in turn, have a significant and adverse impact on the
Company's stock price. The Company cautions you not to place undue reliance on
any forward-looking statements, which speak only as of the date they are made.
The Company undertakes no obligation to update publicly any forward-looking
statements to reflect new information, events or circumstances after the date
they were made or to reflect the occurrence of unanticipated events.
Item 2.02 Results of Operations and Financial Condition.
As part of the offering, the Company disclosed that it expects to report holding
approximately $10.9 million in cash and cash equivalents as of December 31,
2022. This amount is unaudited and preliminary, and does not present all
information necessary for an understanding of the Company's financial condition
as of December 31, 2022 and is subject to change upon the completion of
management's and the Company's audit committee's reviews and other financial
closing processes, as well as the completion and preparation of the Company's
consolidated financial data for the quarter and fiscal year ended December 31,
2022.
Item 8.01 Other Events.
On February 16 and 17, 2023, the Company issued a press release announcing the
launch and pricing of the offering, respectively. Copies of the press releases
are attached hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1 Underwriting Agreement, dated February 17, 2023, by and between
VolitionRx Limited and Newbridge Securities Corporation.
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, P.C.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, P.C. (contained in
Exhibit 5.1).
99.1 Launch Press Release, dated February 16, 2023.
99.2 Pricing Press Release, dated February 17, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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