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, citing compliance with NYSE American Rule 713 and contractual obligations.

• Voting can be conducted online, by phone, mail, or in person, with a record date of February 9, 2026.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to issue additional shares exceeding 20% of outstanding stock to Lind Global Asset Management XII LLC, potentially diluting existing shareholders but required for compliance with NYSE rules.

• Proposal 2 requests authorization for a reverse stock split at a ratio between 1-for-5 and 1-for-20, to be implemented at the board's discretion, primarily to improve marketability and maintain exchange listing.

• 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 after shareholder approval.

• No director or executive officer has a substantial interest in the reverse stock split beyond that of all shareholders.