VOLITIONRX LTD Material Event - What Happened: An Investor's Guide

Understanding significant company news is crucial for investors. This summary breaks down a recent material event for VolitionRx, explaining its implications in clear, straightforward language.

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1. Event Description

VolitionRx recently received a formal warning notice from the NYSE American stock exchange, where its shares trade. The NYSE American determined that VolitionRx does not meet several minimum financial requirements for continued listing. While this notice does not mean immediate delisting, it signals a serious public concern. To reflect this status, the company's stock symbol will now include a special tag: "VNRX.BC". The ".BC" signifies "below compliance," publicly indicating that the company currently fails to meet the exchange's standards.

Stock exchanges like the NYSE American set strict rules for companies to maintain their listing. These rules protect investors and ensure publicly traded companies uphold a certain level of financial health. VolitionRx received this notice because it failed to meet requirements related to its "stockholders' equity" (the company's net worth after all debts are paid) and its history of sustained financial losses. Specifically, the NYSE American identified that VolitionRx:

• Has less than $2 million in stockholders' equity and reported losses in two of its last three fiscal years.
• Has less than $4 million in stockholders' equity and reported losses in three of its last four fiscal years.
• Has less than $6 million in stockholders' equity and reported losses in its five most recent fiscal years.

These criteria indicate that VolitionRx's current stockholders' equity likely falls below the $2 million threshold, combined with a prolonged period of unprofitability. Furthermore, the company does not qualify for an exemption available to companies with a market capitalization of $50 million or more, suggesting its current market value also falls below this threshold. In essence, the company has consistently lost money, and its financial reserves are insufficient to meet the exchange's requirements.

2. Event Date/Timeline

VolitionRx received this notice on February 6, 2026. The company then issued a press release announcing the notice on February 9, 2026.

3. Impact Assessment

This formal warning is significant because it indicates that VolitionRx's stock could eventually be removed from the NYSE American if the company does not resolve its financial situation. Delisting makes it much harder for investors to buy and sell shares, severely reduces liquidity, and can significantly harm a company's reputation and its ability to raise future capital. The ".BC" tag serves as a public flag, signaling financial instability to all investors and potentially deterring new investment.

This event creates a ripple effect, impacting several groups:

• Investors and Traders: Anyone who owns or considers buying VolitionRx stock is directly affected. This news could lead to increased stock price volatility and uncertainty. The potential for delisting is a major concern that could result in substantial losses.
• The Company (Management & Employees): Management now faces the critical task of developing a viable plan and significantly improving the company's financials. While the notice states "no immediate impact on the Company’s ongoing business operations," the pressure is high, potentially affecting employee morale, future growth plans, and the company's ability to attract talent.
• Future Investors: VolitionRx will find it significantly harder to attract new investors or raise capital if perceived as financially unstable or at risk of delisting, which could hinder its research and development efforts.

Here's what to expect next:

• Immediate Action: VolitionRx must submit a plan to the NYSE American by March 8, 2026. This plan must detail how the company intends to regain compliance with listing standards. Strategies typically include improving profitability, raising additional capital (which could dilute existing shares), or potentially executing a reverse stock split to increase share price and equity per share.
• Compliance Period: If the NYSE American accepts the plan, VolitionRx then has until August 6, 2027, to implement the plan and resolve its financial issues to meet the listing requirements.
• Potential Delisting: If the company fails to submit an acceptable plan, or if it does not meet the standards by the August 2027 deadline, the NYSE American will begin the process to delist its stock.
• Trading Continues (for now): For now, the stock will continue to trade on the NYSE American under the symbol "VNRX.BC."

VolitionRx has stated its commitment to achieving compliance and will submit a plan. However, the company also cautioned that there is "no assurance" it will succeed within the required timeframe, highlighting the significant challenge ahead.

4. Financial Impact

This notice directly results from the company's failure to meet minimum financial requirements, specifically concerning stockholders' equity and sustained financial losses. This situation may increase the difficulty and cost of securing future capital, whether through debt or equity financing, as the "below compliance" designation signals heightened risk to potential lenders and investors. While the company stated "no immediate impact on the Company’s ongoing business operations," developing and implementing a compliance plan will incur costs and divert management resources. Failure to regain compliance could ultimately lead to delisting, which would severely impair the liquidity and market valuation of the company's stock, potentially limiting its ability to raise capital in public markets altogether. Future equity raises to achieve compliance also carry the risk of dilution for existing shareholders.

5. Key Takeaways for Investors

For investors, this notice is a significant red flag, highlighting serious underlying financial challenges. While the company is not yet delisted, this warning underscores consistent losses and critically low stockholders' equity.

• High Risk: This situation introduces substantial uncertainty and risk. The stock price could experience significant declines and increased volatility as investors react to the news and future updates.
• Potential Dilution: If the company needs to raise capital to improve its financial position, it might issue new shares, leading to dilution for existing shareholders.
• Monitor the Plan: Closely watch the details of the plan VolitionRx submits to the NYSE American and whether the exchange accepts it. This will be the next major indicator of the company's path forward.
• Challenging Road Ahead: Even if the plan is accepted, the company faces a challenging and lengthy path to significantly improve its financials by August 2027.
• Conduct Thorough Research: This information is not financial advice. Investing in a company facing potential delisting carries substantial risks, including the possibility of significant capital loss and severely reduced liquidity. Conduct your own thorough research, understand the company's business model and financial health, and carefully consider your risk tolerance before making any trading decisions.