VolitionRX (VNRX) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 31, 2026, to vote on two key proposals: issuing shares exceeding 20% of outstanding stock to Lind Global Asset Management XII LLC and authorizing a reverse stock split at a ratio between 1-for-5 and 1-for-20, at the board's discretion.

• Board unanimously recommends voting in favor of both proposals.

• Record date for voting eligibility is February 9, 2026, with 135,565,326 shares outstanding.

• Voting can be done online, by phone, mail, or in person, with results to be announced at the meeting and via SEC filings.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of additional shares exceeding 20% of outstanding stock to Lind Global Asset Management XII LLC, in compliance with NYSE American Rule 713.

• Proposal 2: Approve amendment to authorize a reverse stock split at a ratio between 1-for-5 and 1-for-20, at the board's discretion.

• Both proposals require a majority vote of shares present or represented by proxy.

• Abstentions count as votes against; broker non-votes have no effect.

Board of directors and corporate governance

• Board of directors has full discretion to implement or abandon the reverse stock split even if approved by shareholders.

• No director or executive officer has a substantial interest in the reverse stock split not shared by all shareholders.