Form 10-Q Quarterly Report

0001078782-20-000623.txt : 20200813 0001078782-20-000623.hdr.sgml : 20200813 20200813162313 ACCESSION NUMBER: 0001078782-20-000623 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 58 CONFORMED PERIOD OF REPORT: 20200630 FILED AS OF DATE: 20200813 DATE AS OF CHANGE: 20200813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOLITIONRX LTD CENTRAL INDEX KEY: 0000093314 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 911949078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-36833 FILM NUMBER: 201099662 BUSINESS ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY STREET 2: GALLERIA OAKS B, SUITE 125 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 1 (646) 650-1351 MAIL ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY STREET 2: GALLERIA OAKS B, SUITE 125 CITY: AUSTIN STATE: TX ZIP: 78738 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD CAPITAL CORP DATE OF NAME CHANGE: 19990812 10-Q 1 f10q063020_10q.htm FORM 10-Q QUARTERLY REPORT Form 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _____

Commission File Number: 001-36833

VOLITIONRX LIMITED

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

91-1949078

(I.R.S. Employer

Identification No.)

13215 Bee Cave Parkway

Suite 125, Galleria Oaks B

Austin, Texas 78738

(Address of principal executive offices)

+1 (646) 650–1351

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock	VNRX	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X]Yes [ ]No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X]Yes [ ]No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ]Yes [X]No

As of August 6, 2020, there were 47,920,377 shares of the registrant’s $0.001 par value common stock issued and outstanding.

VOLITIONRX LIMITED

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

PAGE

Item 1.

FINANCIAL STATEMENTS (UNAUDITED)

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 4.

CONTROLS AND PROCEDURES

PART II

OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

Item 1A.

RISK FACTORS

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Item 3.

DEFAULTS UPON SENIOR SECURITIES

Item 4.

MINE SAFETY DISCLOSURES

Item 5.

OTHER INFORMATION

Item 6.

EXHIBITS

SIGNATURES

Use of Terms

Except as otherwise indicated by the context, references in this Report to “Company,” “VolitionRx,” “Volition,” “we,” “us,” and “our” are references to VolitionRx Limited and its wholly-owned subsidiaries, Singapore Volition Pte. Limited, Belgian Volition SPRL, Volition Diagnostics UK Limited, Volition America, Inc., Volition Germany GmbH, and its majority-owned subsidiary Volition Veterinary Diagnostics Development LLC. Additionally, unless otherwise specified, all references to “$” refer to the legal currency of the United States of America.

Nucleosomics^TM and Nu.Q^TM and their respective logos are trademarks and/or service marks of VolitionRx and its subsidiaries. All other trademarks, service marks and trade names referred to in this Report are the property of their respective owners.

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

	Page

Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations and Comprehensive Loss	5
Condensed Consolidated Statements of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	7
Notes to the Condensed Consolidated Financial Statements	8

VOLITIONRX LIMITED

Condensed Consolidated Balance Sheets

(Expressed in United States Dollars, except share numbers)

	June 30,	December 31,
	2020	2019
	$	$
ASSETS	(UNAUDITED)
Current Assets
Cash and cash equivalents	21,305,266	16,966,168
Accounts receivable	3,223	-
Prepaid expenses	585,313	267,518
Other current assets	525,013	322,593
Total Current Assets	22,418,815	17,556,279

Property and equipment, net	3,265,025	2,981,225
Operating lease right-of-use assets	234,095	381,483
Intangible assets, net	328,703	372,305
Total Assets	26,246,638	21,291,292

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable	1,414,266	627,253
Accrued liabilities	2,333,253	2,168,588
Management and directors’ fees payable	10,499	21,979
Current portion of long-term debt	692,715	647,569
Current portion of finance lease liabilities	54,276	97,946
Current portion of operating lease liabilities	163,516	257,244
Current portion of grant repayable	39,321	39,295
Total Current Liabilities	4,707,846	3,859,874

Long-term debt, net of current portion	1,914,207	2,195,278
Finance lease liabilities, net of current portion	580,787	607,708
Operating lease liabilities, net of current portion	78,495	131,875
Grant repayable, net of current portion	302,106	297,991
Total Liabilities	7,583,441	7,092,726

STOCKHOLDERS’ EQUITY
Common Stock
Authorized: 100,000,000 shares of common stock, at $0.001 par value
Issued and outstanding: 46,659,554 shares and 41,125,303 shares, respectively	46,660	41,125
Additional paid-in capital	118,915,549	103,853,627
Accumulated other comprehensive income	425,276	125,670
Accumulated deficit	(100,708,942)	(89,821,856)
Total VolitionRx Limited Stockholders' Equity	18,678,543	14,198,566
Non-controlling interest	(15,346)	-
Total Stockholders’ Equity	18,663,197	14,198,566

Total Liabilities and Stockholders’ Equity	26,246,638	21,291,292

(The accompanying notes are an integral part of these condensed consolidated financial statements)

VOLITIONRX LIMITED

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(Expressed in United States Dollars, except share numbers)

	Three Months ended June 30,		Six Months ended June 30,
	2020	2019	2020	2019
	$	$	$	$

Revenues
Royalty	1,872	-	2,112	-
Product	3,322	-	3,626	-
Total Revenues	5,194	-	5,738	-

Operating Expenses
Research and development	3,492,845	2,478,930	7,387,811	4,953,489
General and administrative	1,508,836	1,436,461	3,212,358	2,665,901
Sales and marketing	215,891	238,124	489,845	522,404
Total Operating Expenses	5,217,572	4,153,515	11,090,014	8,141,794

Operating Loss	(5,212,378)	(4,153,515)	(11,084,276)	(8,141,794)

Other Income (Expenses)
Grant income	90,946	-	98,870	-
Gain on disposal of fixed assets	93,202	-	93,202	-
Interest income	7,741	29,459	46,155	41,023
Interest expense	(22,604)	(33,115)	(56,383)	(63,216)
Other expenses	-	-	-	(196,957)
Total Other Income (Expenses)	169,285	(3,656)	181,844	(219,150)

Provision for Income Taxes	-	-	-	-

Net Loss	(5,043,093)	(4,157,171)	(10,902,432)	(8,360,944)
Net Loss attributable to Non-Controlling Interest	5,779	-	15,346	-
Net Loss attributable to VolitionRx Limited Stockholders	(5,037,314)	(4,157,171)	(10,887,086)	(8,360,944)

Other Comprehensive Income (Loss)
Foreign currency translation adjustments	(74,320)	49,913	299,606	25,859

Net Comprehensive Loss	(5,117,413)	(4,107,258)	(10,602,826)	(8,335,085)

Net Loss Per Share – Basic and Diluted attributable to VolitionRx Limited	(0.12)	(0.11)	(0.26)	(0.22)

Weighted Average Shares Outstanding
– Basic and Diluted	43,414,318	38,876,262	42,312,172	37,266,356

(The accompanying notes are an integral part of these condensed consolidated financial statements)

VOLITIONRX LIMITED

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(Expressed in United States Dollars, except share numbers)

For the Three and Six Months ended June 30, 2020 and June 30, 2019

				Accumulated
			Additional	Other			Non
	Common Stock		Paid-in	Comprehensive	Accumulated		Controlling
	Shares	Amount	Capital	Income (Loss)	Deficit		Interest	Total
	#	$	$	$	$		$	$
Balance, December 31, 2019	41,125,303	41,125	103,853,627	125,670	(89,821,856)		-	14,198,566

Common stock issued for Director compensation in Volition Germany	73,263	73	333,896	-	-		-	333,969
Common stock issued for cashless exercise of stock options	19,430	20	(20)	-	-		-	-
Stock-based compensation		-	192,669	-	-		-	192,669
Stock repurchase	(11,364)	(11)	(54,423)	-	-		-	(54,434)
Foreign currency translation	-	-	-	373,926	-		-	373,926
Net loss for the period	-	-	-	-	(5,849,772)		(9,567)	(5,859,339)
Balance, March 31, 2020	41,206,632	41,207	104,325,749	499,596	(95,671,628)		(9,567)	9,185,357
Common stock issued for cash, net	5,452,922	5,453	14,229,160	-	-		-	14,234,613
Stock-based compensation	-	-	360,640	-	-		-	360,640
Foreign currency translation	-	-	-	(74,320)	-		-	(74,320)
Net loss for the period	-	-	-	-	(5,037,314)		(5,779)	(5,043,093)
Balance, June 30, 2020	46,659,554	46,660	118,915,549	425,276		(100,708,942)	(15,346)	18,663,197

				Accumulated
			Additional	Other		Non
	Common Stock		Paid-in	Comprehensive	Accumulated	Controlling
	Shares	Amount	Capital	Income (Loss)	Deficit	Interest	Total
	#	$	$	$	$	$	$
Balance, December 31, 2018	35,335,378	35,335	85,604,271	223,651	(73,722,801)	-	12,140,456
Common stock issued for cash	2,478,613	2,479	6,658,192	-	-	-	6,660,671
Stock-based compensation	-	-	340,458	-	-	-	340,458
Modification of financing warrants	-	-	196,957	-	-	-	196,957
Foreign currency translation	-	-	-	(24,054)	-	-	(24,054)
Net loss for the period	-	-	-	-	(4,203,773)	-	(4,203,773)
Balance, March 31, 2019	37,813,991	37,814	92,799,878	199,597	(77,926,574)	-	15,110,715
Common stock issued for cash	1,666,667	1,667	4,998,334	-	-	-	5,000,001
Stock-based compensation	-	-	379,507	-	-	-	379,507
Foreign currency translation	-	-	-	49,913	-	-	49,913
Net loss for the period	-	-	-	-	(4,157,171)	-	(4,157,171)
Balance, June 30, 2019	39,480,658	39,481	98,177,719	249,510	(82,083,745)	-	16,382,965

(The accompanying notes are an integral part of these condensed consolidated financial statements)

VOLITIONRX LIMITED

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Expressed in United States Dollars)

	Six Months ended June 30,
	2020	2019
	$	$
Operating Activities
Net loss	(10,902,432)	(8,360,944)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	359,233	339,277
Amortization of operating lease right-of-use assets	125,871	26,632
Gain on disposal of fixed assets	(93,202)	-
Stock-based compensation	553,309	719,965
Shares issued for Director compensation in Volition Germany	333,969	-
Financing costs for warrants modified	-	196,957
Changes in operating assets and liabilities:
Prepaid expenses	(317,795)	(294,833)
Accounts receivable	(3,223)	-
Other current assets	(109,213)	36,636
Accounts payable and accrued liabilities	959,425	894,097
Management and directors’ fees payable	(10,497)	44,336
Right-of-use assets operating leases liabilities	(125,331)	(25,598)
Net Cash Used In Operating Activities	(9,229,886)	(6,423,475)

Investing Activities:
Purchases of property and equipment	(597,366)	(236,831)
Net Cash Used In Investing Activities	(597,366)	(236,831)

Financing Activities:
Net proceeds from issuances of common shares	14,234,613	11,660,672
Common stock repurchased	(54,434)	-
Proceeds from grants repayable	3,802	32,652
Proceeds from long-term debt	-	282,513
Payments on long-term debt	(234,172)	(147,421)
Payments on finance lease obligations	(69,483)	(71,165)
Net Cash Provided By Financing Activities	13,880,326	11,757,251

Effect of foreign exchange on cash	286,024	(13,440)

Net Change in Cash	4,339,098	5,083,505

Cash and cash equivalents – Beginning of Period	16,966,168	13,427,222

Cash and cash equivalents – End of Period	21,305,266	18,510,727

Supplemental Disclosures of Cash Flow Information:
Interest paid	56,383	63,216
Non-Cash Financing Activities:
Common Stock issued on cashless exercises of stock options	20	-
Offering costs from issuance of common stock	1,229,169	-

(The accompanying notes are an integral part of these condensed consolidated financial statements)

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The interim consolidated financial statements of VolitionRx Limited (the “Company”, "VolitionRx," "we" or "us") for the three and six months ended June 30, 2020 and June 30, 2019, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2020, and our results of operations and cash flows for the periods ended June 30, 2020 and June 30, 2019, respectively. The results of operations for the periods ended June 30, 2020 and June 30, 2019, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to impairment of long-lived assets, allowance for doubtful accounts and stock-based compensation.

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Principles of Consolidation

The accompanying condensed consolidated financial statements for the period ended June 30, 2020 include the accounts of the Company and its subsidiaries. The Company has one wholly-owned subsidiary, Singapore Volition Pte. Limited (“Singapore Volition”). Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f) for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For the purposes of the statements of cash flows, we consider interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2020, cash and cash equivalents totaled approximately $21.3 million, of which $14.7 million was held in an overnight money market account.

Accounts Receivables

Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2020, the accounts receivable balance was $3,223 and the allowance for doubtful debts was $nil.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” effective January 1, 2019. Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s).

The Company generates revenue from its license agreement with Active Motif Inc. (“Active Motif”) for the sale of Research Use Only kits from which the Company receives royalties. In addition, revenue is received from external third parties for product sales and/or services the Company performs for them in its laboratory.

Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows:

Royalty

The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in “Royalty” in the consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known.

Product

The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product sales” in the consolidated statements of operations and comprehensive loss.

Services

The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the consolidated statements of operations and comprehensive loss.

For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of June 30, 2020, 5,208,752 potential common shares equivalents from warrants, options and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive.

Reclassification

Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of general and administrative expenses to interest income and cash flows to be consistent with the current year classification.

Recent Accounting Pronouncements

The Company does not believe there are any new applicable accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

COVID-19 Pandemic Impact

On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations for the three and six months ended June 30, 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows.

Note 2 - Going Concern

The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $100.7 million, has negative cash flows from operations, and currently has limited revenues, which creates substantial doubt about its ability to continue as a going concern for a period of one year from the date of issuance of these condensed consolidated financial statements.

The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or generate revenues as may be required to sustain its operations. Management plans to address the above as needed by (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions, (c) granting licenses to third parties in exchange for specified up-front and/or back-end payments and (d) developing and commercializing its products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 3 - Property and Equipment

The Company’s property and equipment consist of the following amounts as of June 30, 2020 and December 31, 2019:

				June 30,
				2020
			Accumulated	Net Carrying
		Cost	Depreciation	Value
	Useful Life	$	$	$
Computer hardware and software	3 years	458,766	332,512	126,254
Laboratory equipment	5 years	2,310,486	1,240,777	1,069,709
Office furniture and equipment	5 years	226,139	135,367	90,772
Buildings	30 years	1,473,212	163,665	1,309,547
Building improvements	5-15 years	720,464	141,598	578,866
Land	Not amortized	89,877	-	89,877
		5,278,944	2,013,919	3,265,025

				December 31,
				2019
			Accumulated	Net Carrying
		Cost	Depreciation	Value
	Useful Life	$	$	$
Computer hardware and software	3 years	426,461	280,554	145,907
Laboratory equipment	5 years	2,052,348	1,256,637	795,711
Office furniture and equipment	5 years	217,545	114,242	103,303
Buildings	30 years	1,472,211	139,021	1,333,190
Building improvements	5-15 years	630,824	117,526	513,298
Land	Not amortized	89,816	-	89,816
		4,889,205	1,907,980	2,981,225

During the six-month periods ended June 30, 2020 and June 30, 2019, the Company recognized $316,405 and $322,131, respectively, in depreciation expense.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 4 - Intangible Assets

The Company’s intangible assets consist of patents. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years.

			June 30,
			2020
		Accumulated	Net Carrying
	Cost	Amortization	Value
	$	$	$
Patents	1,148,059	819,356	328,703

			December 31,
			2019
		Accumulated	Net Carrying
	Cost	Amortization	Value
	$	$	$
Patents	1,147,391	775,086	372,305

During the six-month periods ended June 30, 2020 and June 30, 2019, the Company recognized $42,828 and $43,778, respectively, in amortization expense.

The Company amortizes the patents on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows:

2020 - remaining	$	44,340
2021	$	87,591
2022	$	87,591
2023	$	87,591
2024	$	21,590
Total Intangible Assets	$	328,703

The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 Topic “Property, Plant and Equipment” as of December 31, 2019. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2019.

Note 5 - Related Party Transactions

See Note 6 for common stock issued to related parties and Note 7 for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets).

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 6 - Common Stock

As of June 30, 2020, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 46,659,554 and 41,125,303 shares were issued and outstanding as of June 30, 2020 and December 31, 2019, respectively.

Issuances Upon Warrant and Option Exercises

On January 7, 2020, 12,500 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 6,135 shares of common stock.

On January 7, 2020, 12,500 stock options were exercised to purchase shares of common stock at $3.00 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 4,862 shares of common stock.

On January 7, 2020, 35,000 stock options were exercised to purchase shares of common stock at $4.00 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 6,486 shares of common stock.

On January 9, 2020, 73,263 shares were issued as fully paid shares of common stock valued at $333,969 as compensation to a managing director of Volition Germany (see Note 8(f)).

From February 24, 2020 to March 20, 2020, 8,882 stock options were exercised to purchase shares of common stock at $2.35 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 1,947 shares of common stock.

Stock Repurchase

On January 12, 2020, the Company purchased from its Chief Medical Officer 11,364 shares of our common stock at $4.79 per share, for a total cost to the Company of $54,434. These shares were subsequently retired.

Equity Capital Raise

On May 20, 2020, the Company entered into an underwriting agreement with National Securities Corporation, acting on its own behalf and as representative of the several underwriters, in connection with the public offering, issuance and sale by the Company of 4,365,000 shares of the Company’s common stock, at the public offering price of $2.75 per share, less underwriting discounts and commissions. Under the terms of the agreement, the Company granted the underwriters an option, exercisable for 30 days from the date of the agreement, to purchase up to 654,750 additional shares of the Company’s common stock to cover overallotments, if any, at the public offering price of $2.75 per share, less underwriting discounts and commissions. On May 21, 2020, the underwriters exercised the overallotment option in full. As a result of the equity capital raise, the Company issued a total of approximately 5 million shares for aggregate gross proceeds of $13.8 million. Additionally, in connection with this transaction, $1.1 million was incurred in fees relating to the equity offering, resulting in net proceeds of $12.7 million.

Equity Distribution Agreement

On September 7, 2018, the Company entered into an equity distribution agreement (as amended, the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”), which agreement allows it to offer and sell shares of common stock having an aggregate offering price of up to $10.0 million from time-to-time pursuant to a shelf registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No.333-227248) through Oppenheimer acting as the Company’s agent and/or principal. Through June 30, 2020, the Company raised aggregate net proceeds of approximately $1.7 million under the Equity Distribution Agreement through the sale of 436,372 shares of its common stock.

During the six-month period ended June 30, 2020, the Company raised aggregate net proceeds of approximately $1.7 million under the Equity Distribution Agreement through the sale of 433,172 shares of its common stock. Additionally, in connection with this transaction, $104,813 was incurred in fees relating to the Equity Distribution Agreement. See Note 9 for details regarding additional sales of common stock under the Equity Distribution Agreement after June 30, 2020.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 7 – Stock-based Compensation

a)Warrants

The following table summarizes the changes in warrants outstanding of the Company during the six-month period ended June 30, 2020:

		Weighted
	Number of	Average
	Warrants	Exercise Price ($)
Outstanding at December 31, 2019	190,000	2.90
Granted	50,000	3.45
Exercised	-	-
Expired	-	-
Outstanding at June 30, 2020	240,000	3.02

Exercisable at June 30, 2020	190,000	2.90

Effective February 26, 2020, the vesting criteria of the remaining installment of a warrant originally granted March 20, 2013 to an officer of the Company, and previously amended, was deemed met pursuant to the approval of the Compensation Committee, resulting in the vesting of the Warrant as to 125,000 shares effective February 26, 2020, with an expiration date of February 26, 2023.

Effective March 1, 2020, the Company granted warrants to purchase 50,000 shares of common stock to a Company employee for services to the Company. These warrants vest on September 1, 2021 (subject to continued employment through such date) and expire on March 1, 2026, with an exercise price of $3.45 per share. The Company has calculated the estimated fair market value of these warrants at $86,771, using the Black-Scholes model and the following assumptions: term 3.75 years, stock price $3.44, exercise price $3.45, 69.03% volatility, 0.95% risk free rate, and no forfeiture rate.

Below is a table summarizing the warrants issued and outstanding as of June 30, 2020, which have an aggregate weighted average remaining contractual life of 2.65 years.

			Weighted
			Average
			Remaining	Proceeds to
Number	Number	Exercise	Contractual	Company if
Outstanding	Exercisable	Price ($)	Life (Years)	Exercised ($)
150,000	150,000	2.47	1.44	370,500
50,000	-	3.45	5.67	172,500
40,000	40,000	4.53	0.38	181,200
240,000	190,000			724,200

Stock-based compensation expense related to warrants of $41,587 and $4,127 was recorded in the six months ended June 30, 2020 and June 30, 2019, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $65,519 and is expected to be recognized over a period of 1.17 years. As of June 30, 2020, the total intrinsic value of warrants outstanding was $235,000.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 7 – Stock-based Compensation (continued)

b)Options

The following table summarizes the changes in options outstanding of the Company during the six-month period ended June 30, 2020:

	Number of	Weighted Average
	Options	Exercise Price ($)
Outstanding at December 31, 2019	4,169,301	3.88
Granted	835,000	3.60
Exercised	(68,882)	3.33
Expired/Cancelled	(19,167)	5.00
Outstanding at June 30, 2020	4,916,252	3.84

Exercisable at June 30, 2020	4,081,252	3.89

Effective April 13, 2020, the Company granted stock options to purchase 835,000 shares of common stock to various Company personnel (including directors, executives, members of management and employees) in exchange for services provided to the Company. These options vest on April 13, 2021 and expire 5 years after the vesting date, with an exercise price of $3.44 per share. The Company has calculated the estimated fair market value of these options at $1,481,709, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.52, exercise price $3.60, 72.94% volatility, 0.54% risk free rate, and no forfeiture rate.

Below is a table summarizing the options issued and outstanding as of June 30, 2020, all of which were issued pursuant to the 2011 Equity Incentive Plan (for option issuances prior to 2016) or the 2015 Stock Incentive Plan (for option issuances commencing in 2016) and which have an aggregate weighted average remaining contractual life of 3.05 years . As of June 30, 2020, an aggregate of 4,250,000 shares of common stock were authorized for issuance under the 2015 Stock Incentive Plan , of which 261,867 shares of common stock remained available for future issuance thereunder.

			Weighted
			Average
			Remaining	Proceeds to
Number	Number	Exercise	Contractual	Company if
Outstanding	Exercisable	Price ($)	Life (Years)	Exercised ($)
2,717	2,717	2.35	0.18	6,385
310,000	310,000	2.50	0.13	775,000
310,000	310,000	3.00	0.13	930,000
685,000	685,000	3.25	4.62	2,226,250
17,767	17,767	3.35	0.62	59,519
835,000	-	3.60	5.79	3,006,000
20,000	20,000	3.80	0.88	76,000
1,782,837	1,782,837	4.00	2.31	7,131,348
17,768	17,768	4.35	1.62	77,291
89,163	89,163	4.38	3.57	390,534
50,000	50,000	4.80	2.51	240,000
796,000	796,000	5.00	2.74	3,980,000
4,916,252	4,081,252			18,898,327

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 7 – Stock-based Compensation (continued)

b)Options (continued)

Stock-based compensation expense related to stock options of $482,103 and $715,838 was recorded in the six months ended June 30, 2020 and June 30, 2019, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $1,165,070. As of June 30, 2020, the total intrinsic value of stock options outstanding was $1,402,929.

c)Restricted Stock Units (RSUs)

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2020, all of which were issued pursuant to the 2015 Stock Incentive Plan.

	Number of	Share Price
	RSUs	($)
Outstanding at December 31, 2019	-	-
Granted	52,500	3.52
Vested	-	-
Cancelled	-	-
Outstanding at June 30, 2020	52,500	3.52

Effective April 13, 2020, the Company granted RSUs of 52,500 shares of common stock to various Company personnel (including a director and employee) in exchange for services provided to the Company. These RSUs vest over 2 years, with 50% vesting on each of April 13, 2021 and April 13, 2022 and will result in total compensation expense of $184,800.

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2020 and which have an aggregate weighted average remaining contractual life of 1.29 years.

			Weighted
			Average
			Remaining
Number	Number	Share	Contractual
Outstanding	Exercisable	Price ($)	Life (Years)
52,500	-	3.52	1.29

Stock-based compensation expense related to RSUs of $29,619 and $nil was recorded in the six months ended June 30, 2020 and June 30, 2019, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $155,181. As of June 30, 2020, the total intrinsic value of the RSUs outstanding was $19,425.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies

a)Finance Lease Obligations

In 2015, the Company entered into an equipment finance lease to purchase three Tecan machines (automated liquid handling robots) for €550,454 Euros that matured in May 2020. As of June 30, 2020, the balance payable was $nil.

In 2016, the Company entered into a real estate finance lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million Euros, maturing in May 2031. As of June 30, 2020, the balance payable was $619,808.

In 2018, the Company entered into a finance lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000 Euros, maturing in January 2022. The leased equipment is amortized on a straight-line basis over 5 years. As of June 30, 2020, the balance payable was $15,255.

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of June 30, 2020.

2020 - remaining	$	34,997
2021	$	69,993
2022	$	61,839
2023	$	60,427
2024	$	60,426
Greater than 5 years	$	445,634
Total	$	733,316
Less: Amount representing interest	$	(98,253)
Present value of minimum lease payments	$	635,063

b)Operating Lease Right-of-Use Obligations

As all the existing leases subject to the new lease standard ASC 842 (“Leases”) were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our incremental borrowing rate as the discount rate. Our weighted average discount rate is 4.47% and the weighted average remaining lease term is 19 months.

As of June 30, 2020, operating lease right-of-use assets and liabilities arising from operating leases were $234,095 and $242,011, respectively. During the six months ended June 30, 2020, cash paid for amounts included for the measurement of lease liabilities was $116,541 and the Company recorded operating lease expense of $117,357.

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2020.

2020 - remaining	$	121,708
2021	$	77,664
2022	$	34,500
2023	$	16,886
2024	$	1,056
Total Operating Lease Obligations	$	251,814
Less: Amount representing interest	$	(9,803)
Present Value of minimum lease payments	$	242,011

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies (continued)

b)Operating Lease Right-of-Use Obligations (continued)

The Company’s office space leases are short term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the six months ended June 30, 2020, $10,737 was recognized in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows:

2020 - remaining	$	1,740
Total Operating Lease Obligations	$	1,740

c)Grants Repayable

In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1.05 million Euros. Per the terms of the agreement, €314,406 Euros of the grant is to be repaid, by instalments over the period from June 30, 2014 to June 30, 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 Euros and the 6% royalty on revenue, is equal to twice the amount of funding received. As of June 30, 2020, the grant balance repayable was $137,519.

In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000 Euros. Per the terms of the agreement, €181,500 Euros of the grant is to be repaid by instalments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received. As of June 30, 2020, the grant balance repayable was $203,908.

As of June 30, 2020, the total grant balance repayable was $341,427 and the payments remaining were as follows:

2020 - remaining	$	52,915
2021	$	50,001
2022	$	47,298
2023	$	48,468
2024	$	20,391
Greater than 5 years	$	122,354
Total Grants Repayable	$	341,427

d)Long-Term Debt

In 2016, the Company entered into a 7-year loan agreement with Namur Invest for €440,000 Euros with a fixed interest rate of 4.85%, maturing in December 2023. As of June 30, 2020, the principal balance payable was $285,383.

In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 Euros with a fixed interest rate of 2.62%, maturing in December 2031. As of June 30, 2020, the principal balance payable was $243,940.

In 2017, the Company entered into a 4-year loan agreement with Namur Invest for €350,000 Euros with a fixed interest rate of 4.00%, maturing in June 2021. As of June 30, 2020, the principal balance payable was $118,008.

In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million Euros with a fixed interest rate of 4.50%, maturing in September 2024. As of June 30, 2020, €1 million Euros has been drawn down under this agreement and the principal balance payable was $1,067,291.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies (continued)

d)Long-Term Debt (continued)

In 2018, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 Euros with a fixed interest rate of 4.00%, maturing in June 2022. As of June 30, 2020, the principal balance payable was $330,568.

In 2019, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 Euros with a fixed interest rate of 4.80%, maturing in September 2023. As of June 30, 2020, the principal balance payable was $561,732.

As of June 30, 2020, the total balance for long-term debt payable was $2,606,922 and the payments remaining were as follows:

2020 - remaining	$	479,678
2021	$	742,694
2022	$	623,184
2023	$	526,943
2024	$	328,193
Greater than 5 years	$	180,377
Total	$	2,881,069
Less: Amount representing interest	$	(274,147)
Total Long-Term Debt	$	2,606,922

e) Collaborative Agreement Obligations

In 2015, the Company entered into a research sponsorship agreement with DKFZ in Germany for a 3-year period for €338,984 Euros. As of June 30, 2020, $84,260 is still to be paid by the Company under this agreement.

In 2016, the Company entered into a research co-operation agreement with DKFZ in Germany for a 5-year period for €400,000 Euros. As of June 30, 2020, $224,693 is still to be paid by the Company under this agreement.

In 2017, the Company entered into a collaborative research agreement with Munich University in Germany for a 3-year period for €360,000 Euros. As of June 30, 2020, $110,099 is still to be paid by the Company under this agreement.

In 2017, the Company entered into a clinical study research agreement with the University of Michigan for a 3-year period for up to $3 million. This agreement was amended in February 2020 to redefine a new clinical study. Pursuant to the terms of the amendment, the parties acknowledged that, although not fully-completed, the requirements of the original clinical study had been satisfied, including any and all payment obligations by the Company. Further, the Amendment provided that a new clinical study would be undertaken at no additional cost to the Company. As of June 30, 2020, up to $138,000 is still accrued by the Company for any additional expenses for the new clinical study.

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a 3-year period for a cost to the Company of up to $2.55 million payable over such period. As of June 30, 2020, $1.28 million is still to be paid by the Company under this agreement.

In 2019, the Company entered into a research collaboration agreement with the University of Taiwan for a 2-year period to collect a total of 1,200 samples for a cost to the Company of up to $320,000 payable over such period. As of June 30, 2020, $160,000 is still to be paid by the Company under this agreement.

In 2019, the Company entered into a funded sponsored research agreement with the Texas A&M University System (“TAMU”) in consideration for the license granted to the Company for a 5-year period for a cost to the Company of up to $400,000 payable over such period. As of June 30, 2020, $345,443 is still to be paid by the Company under this agreement.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies (continued)

e) Collaborative Agreement Obligations (continued)

In 2019, the Company entered into a lyophilization study and a CE marking project including GMP validation and documentation with Biomerica Inc. for $160,000. As of June 30, 2020, $54,663 is still to be paid by the Company under this agreement.

As of June 30, 2020, the total amount to be paid for future research and collaboration commitments was approximately $2.39 million and the annual payments remaining were as follows:

2020 - remaining	$	1,098,624
2021 - 2024	$	1,293,534
Total Collaborative Agreement Obligations	$	2,392,158

f)Other Commitments

Volition Vet

On August 7, 2019, the Company entered into a consulting services agreement with Novis Animal Solutions LLC, to provide chief executive officer services for Volition Vet in exchange for payment of consultancy fees and a potential equity interest of up to 5% in Volition Vet upon achievement of revenue milestones. The term of the contract is perpetual and terminable on 2 months’ written notice from either party. As of June 30, 2020, Novis Animal Solutions LLC has no equity interest in Volition Vet.

On October 25, 2019, the Company entered into an agreement with TAMU for provision of in kind services of personnel, animal samples and laboratories equipment in exchange for a non-controlling interest of 7.5% in Volition Vet and for a further 5%, effective October 25, 2020, giving them in total a 12.5% equity interest as of such date. As of June 30, 2020, TAMU has a 7.5 % equity interest in Volition Vet.

Volition Germany

On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH (“Octamer”), based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel. On March 9, 2020, Octamer was renamed to Volition Germany GmbH (or “Volition Germany”).

Upon considering the definition of a business, as defined in ASC 805 “Business Combinations,” paragraph 805-10-20, which is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return, the Company has determined that this did not constitute a business. This is primarily due to the fact that additional inputs are needed in the form of training personnel further to produce outputs. Accordingly, the Company has treated this transaction as the hiring of a member of management and acquisition of assets.

The Company agreed to terms of the transaction on December 13, 2019 and closed on January 10, 2020. Pursuant to the transaction agreement, the Company purchased all outstanding shares of Octamer. In exchange, the Company agreed to issue 73,263 newly-issued restricted shares of Company common stock valued at $333,969 (based on the $4.56 per share volume weighted trading price for the five days prior to December 13, 2019), committed to pay approximately €350,000 Euros subject to adjustments, and agreed to pay off certain Octamer expenses leading up to the agreement (representing net liabilities of $6,535). At closing, the Company issued 73,263 restricted shares of Company common stock, paid an adjusted amount of approximately $357,000 (€321,736 Euros) and recorded a holdback liability of $55,404 (€50,000 Euros) to be paid after the holdback period of 9 months following the closing (subject to offset for breaches of representations and warranties).

In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies (continued)

f)Other Commitments (continued)

Volition Germany (continued)

The Company recorded approximately $753,000 in compensation expense as a result of cash paid, holdback liability, stock issued and assumption of expenses. As of June 30, 2020, $242,667 is still to be paid by the Company under the Managing Director’s agreement, and $88 is payable under the 6% royalty agreement.

g)Legal Proceedings

There are no legal proceedings which the Company believes will have a material adverse effect on its financial position.

Note 9 – Subsequent Events

On July 16, 2020, 22,500 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 4,486 shares of common stock.

On July 21, 2020, 110,000 stock options were exercised to purchase shares of common stock at $2.50 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 21,949 shares of common stock.

On July 21, 2020, 110,000 stock options were exercised to purchase shares of common stock at $3.00 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 14,380 shares of common stock.

On August 4, 2020, 25,000 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 2,920 shares of common stock.

On August 4, 2020, 25,000 stock options were exercised to purchase shares of common stock at $3.00 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 1,529 shares of common stock.

From July 1 to August 6, 2020, the Company raised aggregate net proceeds of approximately $4.7 million under the Equity Distribution Agreement through the sale of approximately 1.2 million shares of its common stock in accordance with a Rule 10b5-1 plan.

END NOTES TO FINANCIALS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, or this Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report or incorporated by reference into this Report are forward-looking statements. These statements include, among other things, any predictions of earnings, revenues, expenses or other financial items; plans or expectations with respect to our development activities or business strategy; statements concerning clinical studies and results; statements concerning industry trends; statements regarding anticipated demand for our products, or the products of our competitors; statements relating to manufacturing forecasts, and the potential impact of our relationship with contract manufacturers and original equipment manufacturers on our business; statements relating to the commercialization of our products, assumptions regarding the future cost and potential benefits of our research and development efforts; forecasts of our liquidity position or available cash resources; statements relating to the impact of pending litigation; statements regarding the anticipated impact of the COVID-19 pandemic; and statements relating to the assumptions underlying any of the foregoing. Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof (although not all forward-looking statements contain these words).

We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this Report. For instance, if we fail to develop and commercialize diagnostic products, we may be unable to execute our plan of operations. Other risks and uncertainties include those associated with the COVID-19 pandemic; our failure to obtain necessary regulatory clearances or approvals to distribute and market future products in the veterinary or clinical in-vitro diagnostics, or IVD, market; a failure by the marketplace to accept the products in our development pipeline or any other diagnostic products we might develop; our failure to secure adequate intellectual property protection; we will face fierce competition and our intended products may become obsolete due to the highly competitive nature of the diagnostics market and its rapid technological change; and other risks identified elsewhere in this Report, as well as in our other filings with the Securities and Exchange Commission, or the SEC. In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, readers are cautioned not to place undue reliance on any forward-looking statements.

You should read this Report in its entirety, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 20, 2020, or our Annual Report, the documents that we file as exhibits to this Report and the documents that we incorporate by reference into this Report, with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations. If we do update or correct any forward-looking statements, readers should not conclude that we will make additional updates or corrections.

Company Overview

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the interim consolidated financial statements and related condensed notes thereto, which are included in Part I of this Report.

VolitionRx is a multi-national epigenetics company that applies its Nucleosomics^TM platform through its subsidiaries to develop simple, easy to use, cost-effective blood tests to help diagnose a range of cancers and other diseases. Our tests are based on the science of Nucleosomics^TM, which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid - since changes in these parameters are an indication that disease is present.

Our approach is to investigate the epigenetic structure of chromatin and nucleosomes rather than investigating only the DNA sequence. We are continuously developing new technologies including:

·A suite of low cost Nu.Q^TM immunoassays that can accurately measure nucleosomes containing numerous epigenetic signals or structure.

·Nu.Q^TM Capture technology to isolate or enrich nucleosomes containing particular epigenetic signals or structures for a wide range of potential scientific and medical applications, such as the enrichment of nucleosomes of tumor origin in blood samples taken from cancer patients.

·We plan to develop an ability to produce synthetic (recombinant) nucleosomes containing exact defined epigenetic signals and structures. These are used to ensure exquisite accuracy of Nu.Q^TM immunoassay tests but also have many other applications including as tools in epigenetic drug development.

In addition to human diagnostics we are also developing the use of the Nu.Q^TM technology in veterinary applications. An initial proof of concept study demonstrated that nucleosomes can be detected in dogs and, therefore, have the potential to differentiate cancer from other diseases. We will now test Nu.Q^TM platform in larger trials in veterinary medicine. Our extensive intellectual property portfolio includes coverage of veterinary applications.

Developments - COVID-19 Pandemic

During the first six months of 2020, we implemented contingency planning to protect the health and well-being of our employees, with most employees working remotely where possible. We have implemented travel restrictions as well as visitor protocols and we are following social distancing practices. We did not observe significant impacts on our business or results of operations for the quarter ended June 30, 2020 due to the global emergence of COVID-19 or the mitigation actions taken to slow its spread. To the extent the pandemic worsens, we cannot predict the effects it may have on our business, in particular with respect to demand for our services, our strategy, and our prospects, or the impact on our financial results.

Plan of Operations

We have identified the specific processes and resources required to achieve the near and medium-term objectives of our business plan, including personnel, facilities, equipment, research and testing materials including antibodies and clinical samples, and the protection of intellectual property. To date, operations have proceeded satisfactorily in relation to our business plan. However, it is possible that some resources will not readily become available in a suitable form or on a timely basis or at an acceptable cost. It is also possible that the results of some processes may not be as expected, and that modifications of procedures and materials may be required. Such events could result in delays to the achievement of the near and medium-term objectives of our business plan, in particular the progression of clinical validation studies and regulatory approval processes for the purpose of bringing products to the IVD and veterinary markets.

Our future as an operating business will depend on our ability to obtain sufficient capital contributions, financing and/or generate revenues as may be required to sustain our operations. Management plans to address the above as needed by: (a) securing additional grant funds; (b) obtaining additional equity or debt financing; (c) granting licenses to third parties in exchange for specified up-front and/or back-end payments; and (d) developing and commercializing our products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash.

Our ability to continue as a going concern is dependent upon our accomplishment of the plans described in the preceding paragraph and eventually to attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. If we are unable to obtain adequate capital, we could be forced to cease operations.

Liquidity and Capital Resources

We have financed our operations since inception primarily through private placements and public offerings of our common stock. As of June 30, 2020, we had cash and cash equivalents of approximately $21.3 million.

Net cash used in operating activities was $9.2 million and $6.4 million for the six months ended June 30, 2020 and June 30, 2019, respectively. The increase in cash used in operating activities for the period ended June 30, 2020 when compared to same period in 2019 was primarily due to increased expenditures on antibodies, sample purchases, stage payment to a collaborator partner and common stock issued for services.

Net cash used in investing activities was $0.6 million and $0.2 million for the six months ended June 30, 2020 and June 30, 2019, respectively. The increase was primarily due to purchases of laboratory equipment.

Net cash provided by financing activities was $13.9 million and $11.8 million for the six months ended June 30, 2020 and June 30, 2019, respectively. The increase in cash provided by financing activities for the period ended June 30, 2020 when compared to same period in 2019 was primarily due to $12.7 million in net cash received from the issuance of shares of common stock in a registered public offering in May 2020 and $1.7 million in cash received from the issuance of shares of common stock pursuant to the Equity Distribution Agreement.

The following table summarizes our approximate contractual payments due by year as of June 30, 2020.

Approximate Payments (Including Interest) Due by Year

	Total	2020 (Remaining)	2021 - 2024	2025 +
Description	$	$	$	$
Finance Lease Obligations	733,316	34,997	252,685	445,634
Operating Lease Obligations	251,814	121,708	130,106	-
Grants Repayable	341,427	52,915	166,158	122,354
Long-Term Debt	2,881,069	479,678	2,221,014	180,377
Collaborative Agreements Obligations	2,392,158	1,098,624	1,293,534	-
Total	6,599,784	1,787,922	4,063,497	748,365

We intend to use our cash reserves to predominantly fund further research and development activities. We do not currently have any substantial source of revenues and expect to rely on additional future financing, through the sale of equity or debt securities, or the sale of licensing rights, to provide sufficient funding to execute our strategic plan. There is no assurance that we will be successful in raising further funds.

In the event that additional financing is delayed, we will prioritize the maintenance of our research and development personnel and facilities, primarily in Belgium, and the maintenance of our patent rights. In such instance, the completion of clinical validation studies and regulatory approval processes for the purpose of bringing products to the IVD and veterinary market would be delayed. In the event of an ongoing lack of financing, it may be necessary to discontinue operations, which will adversely affect the value of our common stock.

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements for the fiscal year ended December 31, 2019 an explanatory paragraph regarding factors that raise substantial doubt that we will be able to continue as a going concern.

Results of Operations

Comparison of the Three Months Ended June 30, 2020 and June 30, 2019

The following table sets forth our results of operations for the three months ended on June 30, 2020 and June 30, 2019, respectively:

				Percentage
	Three Months ended June 30,		Increase	Increase
	2020	2019	(Decrease)		(Decrease)
	$	$	$		%

Royalty	1,872	-	1,872		100%
Product	3,322	-	3,322		100%
Total Revenues	5,194	-	5,194		100%

Research and development	3,492,845	2,478,930	1,013,915		41%
General and administrative	1,508,836	1,436,461	72,375		5%
Sales and marketing	215,891	238,124	(22,233)		(9%)

Total Operating Expenses	5,217,572	4,153,515	1,064,057		26%

Grant income	90,946	-	90,946		100%
Gain on disposal of fixed assets	93,202	-	93,202		100%
Interest income	7,741	29,459	(21,718)		(74%)
Interest expense	(22,604)	(33,115)	(10,511)		(32%)

Total Other Income (Expenses)	169,285	(3,656)	(172,941)		(>100%)
Net Loss	(5,043,093)	(4,157,171)	885,922		21%

Revenues

Our operations are still predominantly in the research and development stage and we had limited revenues of $5,194 and $nil during the three months ended June 30, 2020 and June 30, 2019, respectively.

Operating Expenses

Total operating expenses increased to $5.2 million from $4.2 million for the three months ended June 30, 2020 and June 30, 2019, respectively, as a result of the factors described below.

Research and Development Expenses

Research and development expenses increased to $3.5 million from $2.5 million for the three months ended June 30, 2020 and June 30, 2019, respectively. This increase in overall research and development expenditures was primarily related to higher antibody costs, sample costs, laboratory expenses and personnel expenses during the period.

	Three Months ended June 30,
	2020	2019	Change
	$	$	$
Personnel expenses	1,212,777	932,333	280,444
Stock-based compensation	114,872	104,055	10,817
Direct research and development expenses	1,936,125	1,208,742	727,383
Other research and development	(50,770)	59,480	(110,250)
Depreciation and amortization	279,841	174,320	105,521
Total research and development expenses	3,492,845	2,478,930	1,013,915

General and Administrative Expenses

General and administrative expenses increased to $1.5 million from $1.4 million for the three months ended June 30, 2020 and June 30, 2019, respectively. This was primarily due to higher legal and professional fees offset by lower travel costs during the period.

	Three Months ended June 30,
	2020	2019	Change
	$	$	$
Personnel expenses	511,652	565,657	(54,005)
Stock-based compensation	204,055	235,701	(31,646)
Legal and professional fees	507,732	321,859	185,873
Other general and administrative	230,146	301,500	(71,354)
Depreciation and amortization	55,251	11,744	43,507
Total general and administrative expenses	1,508,836	1,436,461	72,375

Sales and Marketing Expenses

Sales and marketing expenses were at the same level of $0.2 million for the three months ended June 30, 2020 and June 30, 2019, respectively. There was an increase in direct marketing professional fees offset by lower travel and personnel costs during the period.

	Three Months ended June 30,
	2020	2019	Change
	$	$	$
Personnel expenses	110,753	169,945	(59,192)
Stock-based compensation	41,713	39,877	1,836
Direct marketing and professional fees	63,425	28,302	35,123
Total sales and marketing expenses	215,891	238,124	(22,233)

Other Income (Expenses)

For the three months ended June 30, 2020, the Company’s other income was $169,285 compared to other expenses of $3,656, for the three months ended June 30, 2019. The increase in other income was due to grant income received and a gain on disposal of a fixed asset, offset by less interest received from cash deposited in an overnight money market deposit account.

Net Loss

For the three months ended June 30, 2020, the Company’s net loss was $5.0 million compared a net loss of $4.2 million for the three months ended June 30, 2019. The change was a result of the factors described above.

Comparison of the Six Months Ended June 30, 2020 and June 30, 2019

The following table sets forth our results of operations for the six months ended on June 30, 2020 and June 30, 2019, respectively:

				Percentage
	Six Months Ended June 30,		Increase	Increase
	2020	2019	(Decrease)	(Decrease)
	$	$	$	%

Royalty	2,112	-	2,112	100%
Product	3,626	-	3,626	100%
Total Revenues	5,738	-	5,738	100%

Research and development	7,387,811	4,953,489	2,434,322	49%
General and administrative	3,212,358	2,665,901	546,457	20%
Sales and marketing	489,845	522,404	(32,559)	(6%)

Total Operating Expenses	11,090,014	8,141,794	2,948,220	36%

Grant income	98,870	-	98,870	100%
Gain on disposal of fixed assets	93,202	-	93,202	100%
Interest income	46,155	41,023	5,132	13%
Interest expense	(56,383)	(63,216)	6,833	(11%)
Other expenses	-	(196,957)	196,957	(100%)

Total Other Income (Expenses)	181,844	(219,150)	400,994	(183%)
Net Loss	(10,902,432)	(8,360,944)	2,541,488	30%

Revenues

Our operations are still predominantly in the research and development stage and we had limited revenues of $5,738 and $nil during the six months ended June 30, 2020 and June 30, 2019, respectively.

Operating Expenses

Total operating expenses increased to $11.1 million from $8.1 million for the six months ended June 30, 2020 and June 30, 2019, respectively as a result of the factors described below.

Research and Development Expenses

Research and development expenses increased to $7.4 million for the six months ended June 30, 2020, from $5.0 million for the six months ended June 30, 2019. This increase in overall research and development expenditures was primarily related to higher antibody costs, higher sample costs, laboratory expenses, personnel expenses and management compensation connected to Volition Germany during the period.

	Six Months Ended June 30,
	2020	2019	Change
	$	$	$
Personnel expenses	2,506,925	1,864,322	642,603
Stock-based compensation	177,291	199,046	(21,755)
Direct research and development expenses	3,364,563	2,222,030	1,142,533
Other research and development	966,105	323,153	642,952
Depreciation and amortization	372,927	344,938	27,989
Total research and development expenses	7,387,811	4,953,489	2,434,322

General and Administrative Expenses

General and administrative expenses increased to $3.2 million from $2.7 million for the six months ended June 30, 2020 and June 30, 2019, respectively. This increase was primarily due to higher legal fees and foreign exchange costs, offset by lower stock–based compensation charges during the period.

	Six Months Ended June 30,
	2020	2019	Change
	$	$	$
Personnel expenses	1,040,831	1,181,261	(140,430)
Stock-based compensation	311,320	430,765	(119,445)
Legal and professional fees	927,589	631,317	296,272
Other general and administrative	820,441	401,587	418,854
Depreciation and amortization	112,177	20,971	91,206
Total general and administrative expenses	3,212,358	2,665,901	546,457

Sales and Marketing Expenses

Sales and marketing expenses were at the same level of $0.5 million for the six months ended June 30, 2020 and June 30, 2019, respectively. There was an increase in marketing professional fees offset by lower stock-based compensation costs and travel costs during the period.

	Six Months Ended June 30,
	2020	2019	Change
	$	$	$
Personnel expenses	261,698	327,784	(66,086)
Stock-based compensation	64,698	90,280	(25,582)
Direct marketing and professional fees	163,449	104,340	59,109
Total sales and marketing expenses	489,845	522,404	(32,559)

Other Income (Expenses)

For the six months ended June 30, 2020, the Company’s other income was $181,844 compared to other expenses of $219,150 for the six months ended June 30, 2019. This increase in other income was primarily due to grant income received, interest received from cash deposited in an overnight money market deposit account, and a gain on disposal of a fixed asset, offset by other expenses related to the amendment to outstanding warrants which resulted in a $196,957 expense in the same period in 2019.

Net Loss

For the six months ended June 30, 2020, the Company’s net loss was $10.9 million, an increase of approximately $2.5 million, or 30%, in comparison to a net loss of $8.4 million for the six months ended June 30, 2019. The change was a result of the factors described above.

Going Concern

We have not attained profitable operations and are dependent upon obtaining external financing to continue to pursue our operational and strategic plans. For these reasons, management has determined that there is substantial doubt that the business will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We may seek to obtain additional capital through the sale of debt or equity securities, if we deem it desirable or necessary. However, we may be unable to obtain such additional capital when needed, or on terms favorable to us or our stockholders, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If additional funds are raised through the issuance of debt securities, the terms of such securities may place restrictions on our ability to operate our business.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, applied on a consistent basis. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all applicable new accounting pronouncements that are in effect. The Company does not believe that there are any other applicable new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded, as they previously concluded as of December 31, 2019, that our disclosure controls and procedures continue to not be effective as of June 30, 2020, because of material weaknesses in our internal control over financial reporting, as described below and in detail in our Annual Report.

Changes in Internal Control over Financial Reporting

The Audit Committee of the Board of Directors meets regularly with our financial management, and with the independent registered public accounting firm engaged by us. Internal accounting controls and the quality of financial reporting are discussed during these meetings. The Audit Committee has discussed with the independent registered public accounting firm matters required to be discussed by the auditing standards adopted or established by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee and the independent registered public accounting firm have discussed the independent registered public accounting firm’s independence from the Company and its management, including the matters in the written disclosures required by PCAOB Rule 3526 “Communicating with Audit Committees Concerning Independence.”

As of June 30, 2020, we did not maintain sufficient internal controls over financial reporting due to insufficient:

·segregation of duties in some areas of Finance;

·oversight in the area of Information Technology, where certain processes may affect the internal controls over financial reporting; and

·monitoring of review controls with respect to accounting for complex transactions.

We have developed, and are currently implementing, a remediation plan for these material weaknesses. Specifically, we have implemented a financial reporting system that has allowed further automation of the reporting process, thereby strengthening the control environment over financial reporting. As we continue to evaluate and work to enhance our internal controls over financial reporting, we may determine that additional measures should be taken to address these or other control deficiencies, and/or that we should modify our remediation plan considering the Company’s size and growth.

There have been no changes in our internal controls over financial reporting that occurred during the fiscal quarter ended June 30, 2020, other than those described above, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Once the Company is engaged in stable business operations and has sufficient personnel and resources available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

·Additional Finance resources will be recruited to resolve the segregation of duties control weaknesses noted above;

·Internal audit resources will be contracted to review and advise on control weaknesses across the organization; and

·Specialist resources in IT and Human Resources will be recruited to recommend and implement relevant policy and processes to strengthen IT and Human Resources internal controls associated with financial reporting.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, we may be subject to claims, counter claims, lawsuits and other litigation of the type that generally arise from the conduct of our business. We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial stockholders, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.RISK FACTORS

There have been no material changes in our assessment of risk factors affecting our business since those presented in Part I, Item 1A of our Annual Report, as supplemented in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed

Herewith

10.1

Underwriting Agreement, dated May 20, 2020, between the Company and National Securities Corporation, as representative of the several Underwriters named therein.

8-K

001-36833

1.1

5/22/20

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

32.1*

Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

*The certifications attached as Exhibit 32.1 accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VOLITIONRX LIMITED


Dated: August 13, 2020	By: /s/ Cameron Reynolds
		Cameron Reynolds
		President and Chief Executive Officer (Authorized Signatory and Principal Executive Officer)


Dated: August 13, 2020	By: /s/ David Vanston
		David Vanston
		Chief Financial Officer and Treasurer (Authorized Signatory and Principal Financial and Accounting Officer)

EX-31.1 2 f10q063020_ex31z1.htm EXHIBIT 31.1 SECTION 302 CERTIFICATION Exhibit 31.1 Section 302 Certification

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Cameron Reynolds, certify that:

1. I have reviewed this quarterly report on Form 10-Q of VolitionRx Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 13, 2020	/s/ Cameron Reynolds
		Cameron Reynolds
		President and Chief Executive Officer

EX-31.2 3 f10q063020_ex31z2.htm EXHIBIT 31.2 SECTION 302 CERTIFICATION Exhibit 31.2 Section 302 Certification

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Vanston, certify that:

1. I have reviewed this quarterly report on Form 10-Q of VolitionRx Limited;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2020		/s/ David Vanston
		David Vanston
		Chief Financial Officer and Treasurer

EX-32.1 4 f10q063020_ex32z1.htm EXHIBIT 32.1 SECTION 906 CERTIFICATION Exhibit 32.1 Section 906 Certification

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The following certifications are hereby made in connection with the Quarterly Report on Form 10-Q of VolitionRx Limited (the “Company”) for the quarterly period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”):

I, Cameron Reynolds, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, (i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented.

Date:

August 13, 2020

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

I, David Vanston, Chief Financial Officer and Treasurer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, (i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented.

Date:

August 13, 2020

/s/ David Vanston

David Vanston

Chief Financial Officer and Treasurer

1872 2112 0 0 3322 3626 0 0

0 0 196957 192669 0 0 0 0 0 0 196957 192669

-10497 44336 -125331 -25598

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has incurred losses since inception of $100.7 million, has negative cash flows from operations, and currently has limited revenues, which creates substantial doubt about its ability to continue as a going concern for a period of one year from the date of issuance of these condensed consolidated financial statements. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or generate revenues as may be required to sustain its operations. Management plans to address the above as needed by (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions, (c) granting licenses to third parties in exchange for specified up-front and/or back-end payments and (d) developing and commercializing its products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.</div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">See Note 6 for common stock issued to related parties and Note 7 for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets).</div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">The interim consolidated financial statements of VolitionRx Limited (the “Company”, "VolitionRx," "we" or "us") for the three and six months ended June 30, 2020 and June 30, 2019, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2020, and our results of operations and cash flows for the periods ended June 30, 2020 and June 30, 2019, respectively. The results of operations for the periods ended June 30, 2020 and June 30, 2019, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020.</div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to impairment of long-lived assets, allowance for doubtful accounts and stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. </div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">The accompanying condensed consolidated financial statements for the period ended June 30, 2020 include the accounts of the Company and its subsidiaries.  The Company has one wholly-owned subsidiary, Singapore Volition Pte. Limited (“Singapore Volition”).  Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL (“Belgian Volition”).  Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f) for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation.</div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">For the purposes of the statements of cash flows, we consider interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2020, cash and cash equivalents totaled approximately $21.3 million, of which $14.7 million was held in an overnight money market account. </div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required.  The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2020, the accounts receivable balance was $3,223 and the allowance for doubtful debts was $nil.</div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">The Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” effective January 1, 2019. Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company  recognizes revenues following the five step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company generates revenue from its license agreement with Active Motif Inc. (“Active Motif”) for the sale of Research Use Only kits from which the Company receives royalties. In addition, revenue is received from external third parties for product sales and/or services the Company performs for them in its laboratory.  Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty  The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in “Royalty” in the consolidated statements of operations and comprehensive loss.  The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product sales” in the consolidated statements of operations and comprehensive loss. Services  The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required.  </div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">The Company computes net loss per share in accordance with ASC 260,“Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of June 30, 2020, 5,208,752 potential common shares equivalents from warrants, options and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive. </div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of general and administrative expenses to interest income and cash flows to be consistent with the current year classification. </div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN">The Company does not believe there are any new applicable accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. COVID-19 Pandemic Impact  On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations for the three and six months ended June 30, 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows.</div>

<div style="TEXT-ALIGN: justify; FONT: 10pt TIMES NEW ROMAN"><table style="border-spacing:0;font-size:10pt;width:100%" cellpadding="0"> <tr style="height:15px"> <td style="vertical-align:top;"> 2020 - remaining</td> <td style="width:1%;">  </td> <td style="BORDER-BOTTOM: 1px solid;width:1%;vertical-align:bottom;"> $</td> <td style="BORDER-BOTTOM: 1px solid;width:9%;vertical-align:bottom;"> 1,740</td> <td style="width:1%;">  </td></tr> <tr style="height:15px;background-color:#cceeff"> <td style="vertical-align:top;"> Total Operating Lease Obligations </td> <td style="width:1%;">  </td> <td style="BORDER-BOTTOM: 1px solid;width:1%;vertical-align:bottom;"> $</td> <td style="BORDER-BOTTOM: 1px solid;width:9%;vertical-align:bottom;"> 1,740</td> <td style="width:1%;">  </td></tr></table></div>

52500 52500 0 3.52 0 0 3.52 52500 3.52 P1Y3M15D 52500

184800

29619 29619 P1Y3M14D

19425

These RSUs vest 50% on April 13, 2021 and 50% on April 13, 2022. 155181

482103

715838

1165070 1402929 835000

52915 50001 47298 48468 20391 122354 341427

1098624 1293534 2392158 2048180

440000 P7Y In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing. 753000

277794

The Company entered into agreement with TAMU for provision of in kind services of personnel, animal samples and laboratories equipment for a non-controlling interest of 7.5% in Volition Vet and in a year from the agreement TAMU would receive a further 5%, giving them in total 12.5% 0.04 0.045 0.04 0.0262 0.0485

0.05 P3Y 3000000 138000 P3Y 360000 110099 P5Y 400000 224693 P3Y 2550000 1280000 P3Y 338984 84260 320000 The Company entered into a research collaboration agreement with the University of Taiwan to collect a total of 1,200 samples for a 2-year period for a cost to the Company of up to $320,000 payable over such period. 203908

605000

181500 It is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received. 341427 137519

1050000

314406 It is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 314,406 Euros and the 6% royalty on revenue, is twice the amount of funding received.

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2020	Aug. 06, 2020
Cover [Abstract]
Entity Registrant Name	VOLITIONRX LTD
Entity Central Index Key	0000093314
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		47,920,377
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML 12 R2.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current Assets
Cash and cash equivalents	$ 21,305,266	$ 16,966,168
Accounts receivable	3,223	0
Prepaid expenses	585,313	267,518
Other current assets	525,013	322,593
Total Current Assets	22,418,815	17,556,279
Property and equipment, net	3,265,025	2,981,225
Operating lease right-of-use assets	234,095	381,483
Intangible assets, net	328,703	372,305
Total Assets	26,246,638	21,291,292
Current Liabilities
Accounts payable	1,414,266	627,253
Accrued liabilities	2,333,253	2,168,588
Management and directors' fees payable	10,499	21,979
Current portion of long-term debt	692,715	647,569
Current portion of finance lease liabilities	54,276	97,946
Current portion of operating lease liabilities	163,516	257,244
Current portion of grant repayable	39,321	39,295
Total Current Liabilities	4,707,846	3,859,874
Long-term debt, net of current portion	1,914,207	2,195,278
Finance lease liabilities, net of current portion	580,787	607,708
Operating lease liabilities, net of current portion	78,495	131,875
Grant repayable, net of current portion	302,106	297,991
Total Liabilities	7,583,441	7,092,726
STOCKHOLDERS' EQUITY
Common Stock, Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 46,659,554 shares and 41,125,303 shares, respectively	46,660	41,125
Additional paid-in capital	118,915,549	103,853,627
Accumulated other comprehensive income	425,276	125,670
Accumulated deficit	(100,708,942)	(89,821,856)
Total VolitionRx Limited Stockholders' Equity	18,678,543	14,198,566
Non-controlling interest	(15,346)	0
Total Stockholders' Equity	18,663,197	14,198,566
Total Liabilities and Stockholders' Equity	$ 26,246,638	$ 21,291,292

XML 13 R3.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
STOCKHOLDERS' EQUITY
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	46,659,554	41,125,303
Common stock, shares outstanding	46,659,554	41,125,303

XML 14 R4.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenues
Royalty	$ 1,872	$ 0	$ 2,112	$ 0
Product	3,322	0	3,626	0
Total Revenues	5,194	0	5,738	0
Operating Expenses
Research and development	3,492,845	2,478,930	7,387,811	4,953,489
General and administrative	1,508,836	1,436,461	3,212,358	2,665,901
Sales and marketing	215,891	238,124	489,845	522,404
Total Operating Expenses	5,217,572	4,153,515	11,090,014	8,141,794
Operating Loss	(5,212,378)	(4,153,515)	(11,084,276)	(8,141,794)
Other Income (Expenses)
Grant income	90,946	0	98,870	0
Gain on disposal of fixed assets	93,202	0	93,202	0
Interest income	7,741	29,459	46,155	41,023
Interest expense	(22,604)	(33,115)	(56,383)	(63,216)
Other expenses	0	0	0	(196,957)
Total Other Income (Expenses)	169,285	(3,656)	181,844	(219,150)
Provision for Income Taxes	0	0	0	0
Net Loss	(5,043,093)	(4,157,171)	(10,902,432)	(8,360,944)
Net Loss attributable to Non-Controlling Interest	5,779	0	15,346	0
Net Loss attributable to VolitionRx Limited Stockholders	(5,037,314)	(4,157,171)	(10,887,086)	(8,360,944)
Other Comprehensive Income (Loss)
Foreign currency translation adjustments	(74,320)	49,913	299,606	25,859
Net Comprehensive Loss	$ (5,117,413)	$ (4,107,258)	$ (10,602,826)	$ (8,335,085)
Net Loss Per Share - Basic and Diluted attributable to VolitionRx Limited	$ (0.12)	$ (0.11)	$ (0.26)	$ (0.22)
Weighted Average Shares Outstanding
Basic and Diluted	43,414,318	38,876,262	42,312,172	37,266,356

XML 15 R5.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]	Non Controlling Interest [Member]	Common stock [Member]
Balance, shares at Dec. 31, 2018						35,335,378
Balance, amount at Dec. 31, 2018	$ 12,140,456	$ 85,604,271	$ 223,651	$ (73,722,801)	$ 0	$ 35,335
Common stock issued for cash, shares						2,478,613
Common stock issued for cash, amount	6,660,671	6,658,192	0	0	0	$ 2,479
Stock-based compensation	340,458	340,458	0	0	0	0
Modification of financing warrants	196,957	196,957	0	0	0	0
Foreign currency translation	(24,054)	0	(24,054)	0	0	0
Net loss for the period	(4,203,773)	0	0	(4,203,773)	0	$ 0
Balance, shares at Mar. 31, 2019						37,813,991
Balance, amount at Mar. 31, 2019	15,110,715	92,799,878	199,597	(77,926,574)	0	$ 37,814
Balance, shares at Dec. 31, 2018						35,335,378
Balance, amount at Dec. 31, 2018	12,140,456	85,604,271	223,651	(73,722,801)	0	$ 35,335
Net loss for the period	(8,360,944)
Balance, shares at Jun. 30, 2019						39,480,658
Balance, amount at Jun. 30, 2019	16,382,965	98,177,719	249,510	(82,083,745)	0	$ 39,481
Balance, shares at Mar. 31, 2019						37,813,991
Balance, amount at Mar. 31, 2019	15,110,715	92,799,878	199,597	(77,926,574)	0	$ 37,814
Common stock issued for cash, shares						1,666,667
Common stock issued for cash, amount	5,000,001	4,998,334	0	0	0	$ 1,667
Stock-based compensation	379,507	379,507	0	0	0	0
Foreign currency translation	49,913	0	49,913	0	0	0
Net loss for the period	(4,157,171)	0	0	(4,157,171)	0	$ 0
Balance, shares at Jun. 30, 2019						39,480,658
Balance, amount at Jun. 30, 2019	16,382,965	98,177,719	249,510	(82,083,745)	0	$ 39,481
Balance, shares at Dec. 31, 2019						41,125,303
Balance, amount at Dec. 31, 2019	14,198,566	103,853,627	125,670	(89,821,856)	0	$ 41,125
Common stock issued for Director compensation in Volition Germany, shares						73,263
Common stock issued for Director compensation in Volition Germany, amount	333,969	333,896	0	0	0	$ 73
Common stock issued for cashless exercise of stock options, shares						19,430
Stock-based compensation	192,669	192,669	0	0	0	$ 0
Common stock issued for cashless exercise of stock options, amount	0	(20)	0	0	0	20
Foreign currency translation	373,926	0	373,926	0	0	$ 0
Stock repurchase, shares						(11,364)
Stock repurchase, amount	(54,434)	(54,423)	0	0	0	$ (11)
Net loss for the period	(5,859,339)	0	0	(5,849,772)	(9,567)	$ 0
Balance, shares at Mar. 31, 2020						41,206,632
Balance, amount at Mar. 31, 2020	9,185,357	104,325,749	499,596	(95,671,628)	(9,567)	$ 41,207
Balance, shares at Dec. 31, 2019						41,125,303
Balance, amount at Dec. 31, 2019	14,198,566	103,853,627	125,670	(89,821,856)	0	$ 41,125
Net loss for the period	(10,902,432)
Balance, shares at Jun. 30, 2020						46,659,554
Balance, amount at Jun. 30, 2020	18,663,197	118,915,549	425,276	(100,708,942)	(15,346)	$ 46,660
Balance, shares at Mar. 31, 2020						41,206,632
Balance, amount at Mar. 31, 2020	9,185,357	104,325,749	499,596	(95,671,628)	(9,567)	$ 41,207
Common stock issued for cash, shares						5,452,922
Common stock issued for cash, amount	14,234,613	14,229,160	0	0	0	$ 5,453
Stock-based compensation	360,640	360,640	0	0	0	0
Foreign currency translation	(74,320)	0	(74,320)	0	0	0
Net loss for the period	(5,043,093)	0	0	(5,037,314)	(5,779)	$ 0
Balance, shares at Jun. 30, 2020						46,659,554
Balance, amount at Jun. 30, 2020	$ 18,663,197	$ 118,915,549	$ 425,276	$ (100,708,942)	$ (15,346)	$ 46,660

XML 16 R6.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Operating Activities
Net loss	$ (10,902,432)	$ (8,360,944)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	359,233	339,277
Amortization of operating lease right-of-use assets	125,871	26,632
Gain on disposal of fixed assets	(93,202)	0
Stock-based compensation	553,309	719,965
Shares issued for Director compensation in Volition Germany	333,969	0
Financing costs for warrants modified	0	196,957
Changes in operating assets and liabilities:
Prepaid expenses	(317,795)	(294,833)
Accounts receivable	(3,223)	0
Other current assets	(109,213)	36,636
Accounts payable and accrued liabilities	959,425	894,097
Management and directors' fees payable	(10,497)	44,336
Right-of-use assets operating leases liabilities	(125,331)	(25,598)
Net Cash Used In Operating Activities	(9,229,886)	(6,423,475)
Investing Activities:
Purchases of property and equipment	(597,366)	(236,831)
Net Cash Used In Investing Activities	(597,366)	(236,831)
Financing Activities:
Net proceeds from issuances of common shares	14,234,613	11,660,672
Common stock repurchased	(54,434)	0
Proceeds from grants repayable	3,802	32,652
Proceeds from long-term debt	0	282,513
Payments on long-term debt	(234,172)	(147,421)
Payments on finance lease obligations	(69,483)	(71,165)
Net Cash Provided By Financing Activities	13,880,326	11,757,251
Effect of foreign exchange on cash	286,024	(13,440)
Net Change in Cash	4,339,098	5,083,505
Cash and cash equivalents - Beginning of Period	16,966,168	13,427,222
Cash and cash equivalents - End of Period	21,305,266	18,510,727
Supplemental Disclosures of Cash Flow Information:
Interest paid	56,383	63,216
Non-Cash Financing Activities:
Common Stock issued on cashless exercises of stock options	20	0
Offering costs from issuance of common stock	$ 1,229,169	$ 0

XML 17 R7.htm IDEA: XBRL DOCUMENT

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2020
Basis of Presentation and Summary of Significant Accounting Policies
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation The interim consolidated financial statements of VolitionRx Limited (the “Company”, "VolitionRx," "we" or "us") for the three and six months ended June 30, 2020 and June 30, 2019, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2020, and our results of operations and cash flows for the periods ended June 30, 2020 and June 30, 2019, respectively. The results of operations for the periods ended June 30, 2020 and June 30, 2019, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to impairment of long-lived assets, allowance for doubtful accounts and stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Principles of Consolidation The accompanying condensed consolidated financial statements for the period ended June 30, 2020 include the accounts of the Company and its subsidiaries. The Company has one wholly-owned subsidiary, Singapore Volition Pte. Limited (“Singapore Volition”). Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f) for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents For the purposes of the statements of cash flows, we consider interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2020, cash and cash equivalents totaled approximately $21.3 million, of which $14.7 million was held in an overnight money market account. Accounts Receivables Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2020, the accounts receivable balance was $3,223 and the allowance for doubtful debts was $nil. Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” effective January 1, 2019. Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company generates revenue from its license agreement with Active Motif Inc. (“Active Motif”) for the sale of Research Use Only kits from which the Company receives royalties. In addition, revenue is received from external third parties for product sales and/or services the Company performs for them in its laboratory. Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in “Royalty” in the consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product sales” in the consolidated statements of operations and comprehensive loss. Services The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260,“Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of June 30, 2020, 5,208,752 potential common shares equivalents from warrants, options and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive. Reclassification Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of general and administrative expenses to interest income and cash flows to be consistent with the current year classification. Recent Accounting Pronouncements The Company does not believe there are any new applicable accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. COVID-19 Pandemic Impact On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations for the three and six months ended June 30, 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows.

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Going Concern	6 Months Ended
Going Concern	Jun. 30, 2020
Going Concern
Note 2 - Going Concern	The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $100.7 million, has negative cash flows from operations, and currently has limited revenues, which creates substantial doubt about its ability to continue as a going concern for a period of one year from the date of issuance of these condensed consolidated financial statements. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or generate revenues as may be required to sustain its operations. Management plans to address the above as needed by (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions, (c) granting licenses to third parties in exchange for specified up-front and/or back-end payments and (d) developing and commercializing its products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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Property and Equipment

6 Months Ended

Jun. 30, 2020

Property and Equipment

Note 3 - Property and Equipment

The Company’s property and equipment consist of the following amounts as of June 30, 2020 and December 31, 2019:

						June 30,
						2020
				Accumulated		Net Carrying
		Cost		Depreciation		Value
	Useful Life	$		$		$
Computer hardware and software	3 years		458,766		332,512		126,254
Laboratory equipment	5 years		2,310,486		1,240,777		1,069,709
Office furniture and equipment	5 years		226,139		135,367		90,772
Buildings	30 years		1,473,212		163,665		1,309,547
Building improvements	5-15 years		720,464		141,598		578,866
Land	Not amortized		89,877		-		89,877
			5,278,944		2,013,919		3,265,025


						December 31,
						2019
				Accumulated		Net Carrying
		Cost		Depreciation		Value
	Useful Life	$		$		$
Computer hardware and software	3 years		426,461		280,554		145,907
Laboratory equipment	5 years		2,052,348		1,256,637		795,711
Office furniture and equipment	5 years		217,545		114,242		103,303
Buildings	30 years		1,472,211		139,021		1,333,190
Building improvements	5-15 years		630,824		117,526		513,298
Land	Not amortized		89,816		-		89,816
			4,889,205		1,907,980		2,981,225

During the six-month periods ended June 30, 2020 and June 30, 2019, the Company recognized $316,405 and $322,131, respectively, in depreciation expense.

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Intangible Assets

6 Months Ended

Jun. 30, 2020

Intangible Assets

Note 4 - Intangible Assets

The Company’s intangible assets consist of patents. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years.

					June 30,
					2020
			Accumulated		Net Carrying
	Cost		Amortization		Value
	$		$		$
Patents		1,148,059		819,356		328,703

					December 31,
					2019
			Accumulated		Net Carrying
	Cost		Amortization		Value
	$		$		$
Patents		1,147,391		775,086		372,305

During the six-month periods ended June 30, 2020 and June 30, 2019, the Company recognized $42,828 and $43,778, respectively, in amortization expense.

The Company amortizes the patents on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows:

2020 - remaining	$	44,340
2021	$	87,591
2022	$	87,591
2023	$	87,591
2024	$	21,590
Total Intangible Assets	$	328,703

The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 Topic “Property, Plant and Equipment” as of December 31, 2019. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2019.

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Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2020
Related Party Transactions
Note 5 - Related Party Transactions	See Note 6 for common stock issued to related parties and Note 7 for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets).

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Common Stock	6 Months Ended
Common Stock	Jun. 30, 2020
Common Stock
Note 6 - Common Stock	As of June 30, 2020, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 46,659,554 and 41,125,303 shares were issued and outstanding as of June 30, 2020 and December 31, 2019, respectively. Issuances Upon Warrant and Option Exercises On January 7, 2020, 12,500 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 6,135 shares of common stock. On January 7, 2020, 12,500 stock options were exercised to purchase shares of common stock at $3.00 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 4,862 shares of common stock. On January 7, 2020, 35,000 stock options were exercised to purchase shares of common stock at $4.00 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 6,486 shares of common stock. On January 9, 2020, 73,263 shares were issued as fully paid shares of common stock valued at $333,969 as compensation to a managing director of Volition Germany (see Note 8(f)). From February 24, 2020 to March 20, 2020, 8,882 stock options were exercised to purchase shares of common stock at $2.35 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 1,947 shares of common stock. Stock Repurchase On January 12, 2020, the Company purchased from its Chief Medical Officer 11,364 shares of our common stock at $4.79 per share, for a total cost to the Company of $54,434. These shares were subsequently retired. Equity Capital Raise On May 20, 2020, the Company entered into an underwriting agreement with National Securities Corporation, acting on its own behalf and as representative of the several underwriters, in connection with the public offering, issuance and sale by the Company of 4,365,000 shares of the Company’s common stock, at the public offering price of $2.75 per share, less underwriting discounts and commissions. Under the terms of the agreement, the Company granted the underwriters an option, exercisable for 30 days from the date of the agreement, to purchase up to 654,750 additional shares of the Company’s common stock to cover overallotments, if any, at the public offering price of $2.75 per share, less underwriting discounts and commissions. On May 21, 2020, the underwriters exercised the overallotment option in full. As a result of the equity capital raise, the Company issued a total of approximately 5 million shares for aggregate gross proceeds of $13.8 million. Additionally, in connection with this transaction, $1.1 million was incurred in fees relating to the equity offering, resulting in net proceeds of $12.7 million. Equity Distribution Agreement On September 7, 2018, the Company entered into an equity distribution agreement (as amended, the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”), which agreement allows it to offer and sell shares of common stock having an aggregate offering price of up to $10.0 million from time-to-time pursuant to a shelf registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No.333-227248) through Oppenheimer acting as the Company’s agent and/or principal. Through June 30, 2020, the Company raised aggregate net proceeds of approximately $1.7 million under the Equity Distribution Agreement through the sale of 436,372 shares of its common stock. During the six-month period ended June 30, 2020, the Company raised aggregate net proceeds of approximately $1.7 million under the Equity Distribution Agreement through the sale of 433,172 shares of its common stock. Additionally, in connection with this transaction, $104,813 was incurred in fees relating to the Equity Distribution Agreement. See Note 9 for details regarding additional sales of common stock under the Equity Distribution Agreement after June 30, 2020.

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Stock-based Compensation

6 Months Ended

Jun. 30, 2020

Stock-based Compensation

Note 7 - Stock-based Compensation

a) Warrants

The following table summarizes the changes in warrants outstanding of the Company during the six-month period ended June 30, 2020:

	Number of		Weighted Average
	Warrants		Exercise Price ($)
Outstanding at December 31, 2019		190,000		2.90
Granted		50,000		3.45
Exercised		-		-
Expired		-		-
Outstanding at June 30, 2020		240,000		3.02

Exercisable at June 30, 2020		190,000		2.90

Below is a table summarizing the warrants issued and outstanding as of June 30, 2020, which have an aggregate weighted average remaining contractual life of 2.65 years.

						Weighted
						Average
						Remaining		Proceeds to
Number		Number		Exercise		Contractual		Company if
Outstanding		Exercisable		Price ($)		Life (Years)		Exercised ($)
	150,000		150,000		2.47		1.44		370,500
	50,000		-		3.45		5.67		172,500
	40,000		40,000		4.53		0.38		181,200
	240,000		190,000						724,200

b) Options

The following table summarizes the changes in options outstanding of the Company during the six-month period ended June 30, 2020:

	Number of			Weighted Average
	Options			Exercise Price ($)
Outstanding at December 31, 2019		4,169,301			3.88
Granted		835,000			3.60
Exercised		(68,882	)		3.33
Expired/Cancelled		(19,167	)		5.00
Outstanding at June 30, 2020		4,916,252			3.84

Exercisable at June 30, 2020		4,081,252			3.89

Below is a table summarizing the options issued and outstanding as of June 30, 2020, all of which were issued pursuant to the 2011 Equity Incentive Plan (for option issuances prior to 2016) or the 2015 Stock Incentive Plan (for option issuances commencing in 2016) and which have an aggregate weighted average remaining contractual life of 3.05 years. As of June 30, 2020, an aggregate of 4,250,000 shares of common stock were authorized for issuance under the 2015 Stock Incentive Plan, of which 261,867 shares of common stock remained available for future issuance thereunder.

						Weighted
						Average
						Remaining		Proceeds to
Number		Number		Exercise		Contractual		Company if
Outstanding		Exercisable		Price ($)		Life (Years)		Exercised ($)
	2,717		2,717		2.35		0.18		6,385
	310,000		310,000		2.50		0.13		775,000
	310,000		310,000		3.00		0.13		930,000
	685,000		685,000		3.25		4.62		2,226,250
	17,767		17,767		3.35		0.62		59,519
	835,000		-		3.60		5.79		3,006,000
	20,000		20,000		3.80		0.88		76,000
	1,782,837		1,782,837		4.00		2.31		7,131,348
	17,768		17,768		4.35		1.62		77,291
	89,163		89,163		4.38		3.57		390,534
	50,000		50,000		4.80		2.51		240,000
	796,000		796,000		5.00		2.74		3,980,000
	4,916,252		4,081,252						18,898,327

c) Restricted Stock Units (RSUs)

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2020, all of which were issued pursuant to the 2015 Stock Incentive Plan.

	Number of
	RSUs		Share Price ($)
Outstanding at December 31, 2019		-		-
Granted		52,500		3.52
Vested		-		-
Cancelled		-		-
Outstanding at June 30, 2020		52,500		3.52

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2020 and which have an aggregate weighted average remaining contractual life of 1.29 years.

Weighted

Average

Remaining

Number

Share

Contractual

Outstanding

Exercisable

Price ($)

Life (Years)

52,500

3.52

1.29

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies

Note 8 - Commitments and Contingencies

a) Finance Lease Obligations

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of June 30, 2020.

2020 - remaining	$	34,997
2021	$	69,993
2022	$	61,839
2023	$	60,427
2024	$	60,426
Greater than 5 years	$	445,634
Total	$	733,316
Less: Amount representing interest	$	(98,253	)
Present value of minimum lease payments	$	635,063

b) Operating Lease Right-of-Use Obligations

As all the existing leases subject to the new lease standard ASC 842 "Leases" were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our incremental borrowing rate as the discount rate. Our weighted average discount rate is 4.47% and the weighted average remaining lease term is 19 months.

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2020.

2020 - remaining	$	121,708
2021	$	77,664
2022	$	34,500
2023	$	16,886
2024	$	1,056
Total Operating Lease Obligations	$	251,814
Less: Amount representing interest	$	(9,803	)
Present Value of minimum lease payments	$	242,011

2020 - remaining		$	1,740
Total Operating Lease Obligations		$	1,740

c) Grants Repayable

As of June 30, 2020, the total grant balance repayable was $341,427 and the payments remaining were as follows:

2020 - remaining	$	52,915
2021	$	50,001
2022	$	47,298
2023	$	48,468
2024	$	20,391
Greater than 5 years	$	122,354
Total Grants Repayable	$	341,427

d) Long-Term Debt

In 2017, the Company entered into a 4-year loan agreement with Namur Invest for €350,000 Euros with a fixed interest rate of 4.00%, maturing in June 2021.As of June 30, 2020, the principal balance payable was $118,008.

In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million Euros with a fixed interest rate of 4.50%, maturing in September 2024.As of June 30, 2020, €1 million Euros has been drawn down under this agreement and the principal balance payable was $1,067,291.

As of June 30, 2020, the total balance for long-term debt payable was $2,606,922 and the payments remaining were as follows:

2020 - remaining	$	479,678
2021	$	742,694
2022	$	623,184
2023	$	526,943
2024	$	328,193
Greater than 5 years	$	180,377
Total	$	2,881,069
Less: Amount representing interest	$	(274,147	)
Total Long-Term Debt	$	2,606,922

e) Collaborative Agreement Obligations

In 2015, the Company entered into a research sponsorship agreement with DKFZ in Germany for a 3-year period for €338,984 Euros.As of June 30, 2020, $84,260 is still to be paid by the Company under this agreement.

In 2016, the Company entered into a research co-operation agreement with DKFZ in Germany for a 5-year period for €400,000 Euros.As of June 30, 2020, $224,693 is still to be paid by the Company under this agreement.

In 2016, the Company entered into a collaborative research agreement with Munich University in Germany for a 3-year period for €360,000 Euros.As of June 30, 2020, $110,099 is still to be paid by the Company under this agreement.

In 2019, the Company entered into a funded sponsored research agreement with the Texas A&M University System ("TAMU") in consideration for the license granted to the Company for a 5-year period for a cost to the Company of up to $400,000 payable over such period. As of June 30, 2020, $345,443 is still to be paid by the Company under this agreement.

As of June 30, 2020, the total amount to be paid for future research and collaboration commitments was approximately $2.39 million and the annual payments remaining were as follows:

2020 - remaining	$	1,098,624
2021 - 2024	$	1,293,534
Total Collaborative Agreement Obligations	$	2,392,158

f) Other Commitments

Volition Vet

Volition Germany

On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH ("Octamer"), based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel. On March 9, 2020, Octamer was renamed to Volition Germany GmbH (or “Volition Germany”).

Upon considering the definition of a business, as defined in ASC 805 "Business Combinations," paragraph 805-10-20, which is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return, the Company has determined that this did not constitute a business. This is primarily due to the fact that additional inputs are needed in the form of training personnel further to produce outputs. Accordingly, the Company has treated this transaction as the hiring of a member of management and acquisition of assets.

The Company agreed to terms of the transaction on December 13, 2019 and closed on January 10, 2020. Pursuant to the transaction agreement, the Company purchased all outstanding shares of Octamer. In exchange, the Company agreed to issue 73,263 newly-issued restricted shares of Company common stock valued at $333,969 (based on the $4.56 per share volume weighted trading price for the five days prior to December 13, 2019), committed to pay approximately €350,000 Euros, subject to adjustments, and agreed to pay off certain Octamer expenses leading up to the agreement (representing net liabilities of $6,535). At closing, the Company issued 73,263 restricted shares of Company common stock, paid an adjusted amount of approximately $357,000 (€321,736 Euros) and recorded a holdback liability of $55,404 (€50,000 Euros) to be paid after the holdback period of 9 months following the closing (subject to offset for breaches of representations and warranties).

g) Legal Proceedings

There are no legal proceedings which the Company believes will have a material adverse effect on its financial position.

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Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2020
Subsequent Events
Note 9 - Subsequent Events	On July 16, 2020, 22,500 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 4,486 shares of common stock. On July 21, 2020, 110,000 stock options were exercised to purchase shares of common stock at $2.50 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 21,949 shares of common stock. On July 21, 2020, 110,000 stock options were exercised to purchase shares of common stock at $3.00 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 14,380 shares of common stock. On August 4, 2020, 25,000 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 3,697 shares of common stock. On August 4, 2020, 25,000 stock options were exercised to purchase shares of common stock at $3.00 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 1,936 shares of common stock. From July 1 to August 6, 2020, the Company raised aggregate net proceeds of approximately $4.7 million under the Equity Distribution Agreement through the sale of approximately 1.2 million shares of its common stock in accordance with a Rule 10b5-1 plan.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2020
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
Basis of Presentation	The interim consolidated financial statements of VolitionRx Limited (the “Company”, "VolitionRx," "we" or "us") for the three and six months ended June 30, 2020 and June 30, 2019, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2020, and our results of operations and cash flows for the periods ended June 30, 2020 and June 30, 2019, respectively. The results of operations for the periods ended June 30, 2020 and June 30, 2019, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020.
Use of Estimates	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to impairment of long-lived assets, allowance for doubtful accounts and stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Principles of Consolidation	The accompanying condensed consolidated financial statements for the period ended June 30, 2020 include the accounts of the Company and its subsidiaries. The Company has one wholly-owned subsidiary, Singapore Volition Pte. Limited (“Singapore Volition”). Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f) for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents	For the purposes of the statements of cash flows, we consider interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2020, cash and cash equivalents totaled approximately $21.3 million, of which $14.7 million was held in an overnight money market account.
Accounts Receivables	Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2020, the accounts receivable balance was $3,223 and the allowance for doubtful debts was $nil.
Revenue Recognition	The Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” effective January 1, 2019. Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company generates revenue from its license agreement with Active Motif Inc. (“Active Motif”) for the sale of Research Use Only kits from which the Company receives royalties. In addition, revenue is received from external third parties for product sales and/or services the Company performs for them in its laboratory. Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in “Royalty” in the consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product sales” in the consolidated statements of operations and comprehensive loss. Services The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required.
Basic and Diluted Net Loss Per Share	The Company computes net loss per share in accordance with ASC 260,“Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of June 30, 2020, 5,208,752 potential common shares equivalents from warrants, options and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive.
Reclassification	Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of general and administrative expenses to interest income and cash flows to be consistent with the current year classification.
Recent Accounting Pronouncements	The Company does not believe there are any new applicable accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. COVID-19 Pandemic Impact On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations for the three and six months ended June 30, 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows.

XML 27 R17.htm IDEA: XBRL DOCUMENT

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2020

Property and Equipment

Schedule of Property and Equipment

						June 30,
						2020
				Accumulated		Net Carrying
		Cost		Depreciation		Value
	Useful Life	$		$		$
Computer hardware and software	3 years		458,766		332,512		126,254
Laboratory equipment	5 years		2,310,486		1,240,777		1,069,709
Office furniture and equipment	5 years		226,139		135,367		90,772
Buildings	30 years		1,473,212		163,665		1,309,547
Building improvements	5-15 years		720,464		141,598		578,866
Land	Not amortized		89,877		-		89,877
			5,278,944		2,013,919		3,265,025


						December 31,
						2019
				Accumulated		Net Carrying
		Cost		Depreciation		Value
	Useful Life	$		$		$
Computer hardware and software	3 years		426,461		280,554		145,907
Laboratory equipment	5 years		2,052,348		1,256,637		795,711
Office furniture and equipment	5 years		217,545		114,242		103,303
Buildings	30 years		1,472,211		139,021		1,333,190
Building improvements	5-15 years		630,824		117,526		513,298
Land	Not amortized		89,816		-		89,816
			4,889,205		1,907,980		2,981,225

XML 28 R18.htm IDEA: XBRL DOCUMENT

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2020

Intangible Assets

Schedule of Intangible Assets

					June 30,
					2020
			Accumulated		Net Carrying
	Cost		Amortization		Value
	$		$		$
Patents		1,148,059		819,356		328,703

					December 31,
					2019
			Accumulated		Net Carrying
	Cost		Amortization		Value
	$		$		$
Patents		1,147,391		775,086		372,305

Schedule of annual estimated amortization

2020 - remaining	$	44,340
2021	$	87,591
2022	$	87,591
2023	$	87,591
2024	$	21,590
Total Intangible Assets	$	328,703

XML 29 R19.htm IDEA: XBRL DOCUMENT

Stock based Compensation (Tables)

6 Months Ended

Jun. 30, 2020

Stock-based Compensation

Summary of changes in warrants outstanding

	Number of		Weighted Average
	Warrants		Exercise Price ($)
Outstanding at December 31, 2019		190,000		2.90
Granted		50,000		3.45
Exercised		-		-
Expired		-		-
Outstanding at June 30, 2020		240,000		3.02

Exercisable at June 30, 2020		190,000		2.90

Summarizing the warrants issued and outstanding

						Weighted
						Average
						Remaining		Proceeds to
Number		Number		Exercise		Contractual		Company if
Outstanding		Exercisable		Price ($)		Life (Years)		Exercised ($)
	150,000		150,000		2.47		1.44		370,500
	50,000		-		3.45		5.67		172,500
	40,000		40,000		4.53		0.38		181,200
	240,000		190,000						724,200

Summarizes the changes in options outstanding

	Number of			Weighted Average
	Options			Exercise Price ($)
Outstanding at December 31, 2019		4,169,301			3.88
Granted		835,000			3.60
Exercised		(68,882	)		3.33
Expired/Cancelled		(19,167	)		5.00
Outstanding at June 30, 2020		4,916,252			3.84

Exercisable at June 30, 2020		4,081,252			3.89

Summarizing the options issued and outstanding

						Weighted
						Average
						Remaining		Proceeds to
Number		Number		Exercise		Contractual		Company if
Outstanding		Exercisable		Price ($)		Life (Years)		Exercised ($)
	2,717		2,717		2.35		0.18		6,385
	310,000		310,000		2.50		0.13		775,000
	310,000		310,000		3.00		0.13		930,000
	685,000		685,000		3.25		4.62		2,226,250
	17,767		17,767		3.35		0.62		59,519
	835,000		-		3.60		5.79		3,006,000
	20,000		20,000		3.80		0.88		76,000
	1,782,837		1,782,837		4.00		2.31		7,131,348
	17,768		17,768		4.35		1.62		77,291
	89,163		89,163		4.38		3.57		390,534
	50,000		50,000		4.80		2.51		240,000
	796,000		796,000		5.00		2.74		3,980,000
	4,916,252		4,081,252						18,898,327

Summarizing the RSUs issued and outstanding

	Number of
	RSUs		Share Price ($)
Outstanding at December 31, 2019		-		-
Granted		52,500		3.52
Vested		-		-
Cancelled		-		-
Outstanding at June 30, 2020		52,500		3.52

Summarizing the RSUs issued and outstanding maturity life

Weighted

Average

Remaining

Number

Share

Contractual

Outstanding

Exercisable

Price ($)

Life (Years)

52,500

3.52

1.29

XML 30 R20.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies

Schedule of future minimum lease payments under financing leases

2020 - remaining	$	34,997
2021	$	69,993
2022	$	61,839
2023	$	60,427
2024	$	60,426
Greater than 5 years	$	445,634
Total	$	733,316
Less: Amount representing interest	$	(98,253	)
Present value of minimum lease payments	$	635,063

Schedule of future minimum lease payments under operating leases

2020 - remaining	$	121,708
2021	$	77,664
2022	$	34,500
2023	$	16,886
2024	$	1,056
Total Operating Lease Obligations	$	251,814
Less: Amount representing interest	$	(9,803	)
Present Value of minimum lease payments	$	242,011

Schedule of recognized in short-term lease costs

2020 - remaining		$	1,740
Total Operating Lease Obligations		$	1,740

Schedule of Grants Repayable

2020 - remaining	$	52,915
2021	$	50,001
2022	$	47,298
2023	$	48,468
2024	$	20,391
Greater than 5 years	$	122,354
Total Grants Repayable	$	341,427

Schedule of long-term debt payable

2020 - remaining	$	479,678
2021	$	742,694
2022	$	623,184
2023	$	526,943
2024	$	328,193
Greater than 5 years	$	180,377
Total	$	2,881,069
Less: Amount representing interest	$	(274,147	)
Total Long-Term Debt	$	2,606,922

Schedule of annual payments of collaborative cgreement obligations

2020 - remaining	$	1,098,624
2021 - 2024	$	1,293,534
Total Collaborative Agreement Obligations	$	2,392,158

XML 31 R21.htm IDEA: XBRL DOCUMENT

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
Basis of Presentation and Summary of Significant Accounting Policies
Cash and cash equivalents	$ 21,305,266	$ 16,966,168	$ 18,510,727	$ 13,427,222
Cash and cash equivalents, money market account	14,700,000
Accounts receivable	3,223	$ 0
Provision for allowance for doubtful debts	$ 0
Antidilutive securities excluded from computation of earnings per share	5,208,752

XML 32 R22.htm IDEA: XBRL DOCUMENT

Going Concern (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Going Concern
Accumulated deficit	$ (100,708,942)	$ (89,821,856)

XML 33 R23.htm IDEA: XBRL DOCUMENT

Property and Equipment (Details) - USD ($)	6 Months Ended	12 Months Ended
Property and Equipment (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Cost	$ 5,278,944	$ 4,889,205
Accumulated Depreciation	2,013,919	1,907,980
Net Carrying Value	3,265,025	2,981,225
Building Improvements [Member]
Cost	720,464	630,824
Accumulated Depreciation	141,598	117,526
Net Carrying Value	$ 578,866	$ 513,298
Building Improvements [Member] \| Minimum [Member]
Useful Life	5 years	5 years
Building Improvements [Member] \| Maximum [Member]
Useful Life	15 years	15 years
Computer Hardware And Software [Member]
Cost	$ 458,766	$ 426,461
Accumulated Depreciation	332,512	280,554
Net Carrying Value	$ 126,254	$ 145,907
Useful Life	3 years	3 years
Laboratory Equipment [Member]
Cost	$ 2,310,486	$ 2,052,348
Accumulated Depreciation	1,240,777	1,256,637
Net Carrying Value	$ 1,069,709	$ 795,711
Useful Life	5 years	5 years
Office Furniture and Equipment [Member]
Cost	$ 226,139	$ 217,545
Accumulated Depreciation	135,367	114,242
Net Carrying Value	$ 90,772	$ 103,303
Useful Life	5 years	5 years
Buildings [Member]
Cost	$ 1,473,212	$ 1,472,211
Accumulated Depreciation	163,665	139,021
Net Carrying Value	$ 1,309,547	$ 1,333,190
Useful Life	30 years	30 years
Land [Member]
Cost	$ 89,877	$ 89,816
Accumulated Depreciation	0	0
Net Carrying Value	$ 89,877	$ 89,816
Useful Life	0 years	0 years

XML 34 R24.htm IDEA: XBRL DOCUMENT

Property and Equipment (Details Narrative) - USD ($)	6 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Property and Equipment
Depreciation Expense	$ 316,405	$ 322,131

XML 35 R25.htm IDEA: XBRL DOCUMENT

Intangible Assets (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Net Carrying Value	$ 328,703	$ 372,305
Patents [Member]
Cost	1,148,059	1,147,391
Accumulated Depreciation	819,356	775,086
Net Carrying Value	$ 328,703	$ 372,305

XML 36 R26.htm IDEA: XBRL DOCUMENT

Intangible Assets (Details 1) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Intangible Assets
2020 - remaining	$ 44,340
2021	87,591
2022	87,591
2023	87,591
2024	21,590
Total Intangible Assets	$ 328,703	$ 372,305

XML 37 R27.htm IDEA: XBRL DOCUMENT

Intangible Assets (Details Narrative) - USD ($)	6 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Amortization expense	$ 42,828	$ 43,778
Minimum [Member] \| Patents And Intellectual Property [Member]
Amortization of long-lived asset on straight line basis	8 years
Maximum [Member] \| Patents And Intellectual Property [Member]
Amortization of long-lived asset on straight line basis	20 years

XML 38 R28.htm IDEA: XBRL DOCUMENT

Common Stock (Details Narrative) - USD ($)				1 Months Ended		3 Months Ended	6 Months Ended
Common Stock (Details Narrative) - USD ($)	Jan. 09, 2020	Jan. 07, 2020	Sep. 07, 2018	May 21, 2020	May 20, 2020	Mar. 31, 2020	Jun. 30, 2020	Jun. 30, 2019	Jan. 12, 2020	Dec. 31, 2019
Common stock issued for Director compensation in Volition Germany, shares	73,263
Common stock, shares authorized							100,000,000			100,000,000
Common stock, shares issued							46,659,554			41,125,303
Common stock, shares outstanding							46,659,554			41,125,303
Common stock, par value							$ 0.001			$ 0.001
Common stock issued for Director compensation in Volition Germany, amount	$ 333,969					$ 333,969
Net proceeds from isuance of common stock							$ 14,234,613	$ 11,660,672
Common stock value							46,660			$ 41,125
Option [Member] \| From February 24, 2020 to March 20, 2020 [Member]
Net proceeds from isuance of common stock							$ 197
Common stock shares issuable upon exercise of warrants							8,882
Purchase price							$ 2.35
Stock Option Two [Member]
Net proceeds from isuance of common stock		$ 6,486
Common stock shares issuable upon exercise of warrants		35,000
Purchase price		$ 4.00
Stock Option One [Member]
Net proceeds from isuance of common stock		$ 4,862
Common stock shares issuable upon exercise of warrants		12,500
Purchase price		$ 3.00
Stock Option [Member]
Net proceeds from isuance of common stock		$ 6,135
Common stock shares issuable upon exercise of warrants		12,500
Purchase price		$ 2.50
Chief Medical Officer [Member]
Common stock, shares purchased									11,364
Common stock value									$ 54,434
Common stock, purchase price									$ 4.79
National Securities Corporation [Member]
Additional shares issued					654,750
Common stock price per share					$ 2.75
Purchase price, public offering					$ 2.75
Stock issued during period, shares				5,000,000	4,365,000
Stock issued during period, Amount				$ 1,380,000
Legal fees				1,100,000
Net proceeds from isuance of common stock				$ 12,700,000
Equity Distribution Agreement [Member] \| Subsequent Event [Member]
Common stock, shares issued			436,372				433,172
Net proceeds from isuance of common stock			$ 10,000,000				$ 1,700,000
Agreement fees							$ 104,813

XML 39 R29.htm IDEA: XBRL DOCUMENT

Stock based Compensation (Details) - Warrants [Member]	6 Months Ended
Stock based Compensation (Details) - Warrants [Member]	Jun. 30, 2020 $ / shares shares
Number of warrants Outstanding beginning balance \| shares	190,000
Number of warrants granted \| shares	50,000
Number of warrants outstanding ending balance \| shares	240,000
Number of warrants exercisable \| shares	190,000
Weighted Exercise Price
Weighted Average Exercise Price Outstanding balance \| $ / shares	$ 2.90
Weighted Average Exercise Price Granted \| $ / shares	3.45
Weighted Average Exercise Price ending balance \| $ / shares	3.02
Weighted Average Exercise Price exercisable \| $ / shares	$ 2.90

XML 40 R30.htm IDEA: XBRL DOCUMENT

Stock based Compensation (Details 1)	6 Months Ended
Stock based Compensation (Details 1)	Jun. 30, 2020 USD ($) $ / shares shares
Warrant [Member]
Number Outstanding	240,000
Number Exercisable	190,000
Proceeds to Company if Exercised \| $	$ 724,200
Warrant One [Member]
Number Outstanding	150,000
Number Exercisable	150,000
Proceeds to Company if Exercised \| $	$ 370,500
Exercise Price \| $ / shares	$ 2.47
Weighted Average Remaining Contractual Life (Years)	1 year 5 months 9 days
Warrant Two [Member]
Number Outstanding	50,000
Number Exercisable
Proceeds to Company if Exercised \| $	$ 172,500
Exercise Price \| $ / shares	$ 3.45
Weighted Average Remaining Contractual Life (Years)	5 years 8 months 1 day
Warrant Three [Member]
Number Outstanding	40,000
Number Exercisable	40,000
Proceeds to Company if Exercised \| $	$ 181,200
Exercise Price \| $ / shares	$ 4.53
Weighted Average Remaining Contractual Life (Years)	4 months 17 days

XML 41 R31.htm IDEA: XBRL DOCUMENT

Stock based Compensation (Details 2) - Stock Option [Member]	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Number of options outstanding beginning balance \| shares	4,169,301
Granted \| shares	835,000
Exercised \| shares	(68,882)
Expired \| shares	(19,167)
Number of option outstanding ending balance \| shares	4,916,252
Number of options exercisable \| shares	4,081,252
Weighted Average Exercise Price Outstanding balance \| $ / shares	$ 3.88
Weighted Average Exercise Price Granted \| $ / shares	3.60
Weighted Average Exercise Price Exercised \| $ / shares	3.33
Weighted Average Exercise Price Expired \| $ / shares	5.00
Weighted Average Exercise Price ending balance \| $ / shares	3.84
Weighted Average Exercise Price exercisable balance \| $ / shares	$ 3.89

XML 42 R32.htm IDEA: XBRL DOCUMENT

Stock based Compensation (Details 3) - USD ($)	6 Months Ended
Stock based Compensation (Details 3) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Proceeds to Company if Exercised	$ 20	$ 0
Stock Option One [Member]
Number Outstanding	2,717
Number Exercisable	2,717
Exercise Price	$ 2.35
Weighted Average Remaining Contractual Life(years)	2 months 5 days
Proceeds to Company if Exercised	$ 6,385
Stock Option [Member]
Number Outstanding	4,916,252
Number Exercisable	4,081,252
Proceeds to Company if Exercised	$ 18,898,327
Option Six [Member]
Number Outstanding	835,000
Number Exercisable
Exercise Price	$ 3.60
Weighted Average Remaining Contractual Life(years)	5 years 9 months 15 days
Proceeds to Company if Exercised	$ 3,006,000
Option Two [Member]
Number Outstanding	310,000
Number Exercisable	310,000
Exercise Price	$ 2.50
Weighted Average Remaining Contractual Life(years)	1 month 17 days
Proceeds to Company if Exercised	$ 775,000
Option Three [Member]
Number Outstanding	310,000
Number Exercisable	310,000
Exercise Price	$ 3.00
Weighted Average Remaining Contractual Life(years)	1 month 17 days
Proceeds to Company if Exercised	$ 930,000
Option Four [Member]
Number Outstanding	685,000
Number Exercisable	685,000
Exercise Price	$ 3.25
Weighted Average Remaining Contractual Life(years)	4 years 7 months 13 days
Proceeds to Company if Exercised	$ 2,226,250
Option Five [Member]
Number Outstanding	17,767
Number Exercisable	17,767
Exercise Price	$ 3.35
Weighted Average Remaining Contractual Life(years)	7 months 13 days
Proceeds to Company if Exercised	$ 59,519
Option Seven [Member]
Number Outstanding	20,000
Number Exercisable	20,000
Exercise Price	$ 3.80
Weighted Average Remaining Contractual Life(years)	10 months 17 days
Proceeds to Company if Exercised	$ 76,000
Option Eight [Member]
Number Outstanding	1,782,837
Number Exercisable	1,782,837
Exercise Price	$ 4.00
Weighted Average Remaining Contractual Life(years)	2 years 3 months 22 days
Proceeds to Company if Exercised	$ 7,131,348
Option Nine [Member]
Number Outstanding	17,768
Number Exercisable	17,768
Exercise Price	$ 4.35
Weighted Average Remaining Contractual Life(years)	1 year 7 months 13 days
Proceeds to Company if Exercised	$ 77,291
Option Ten [Member]
Number Outstanding	89,163
Number Exercisable	89,163
Exercise Price	$ 4.38
Weighted Average Remaining Contractual Life(years)	3 years 6 months 26 days
Proceeds to Company if Exercised	$ 390,534
Option Eleven [Member]
Number Outstanding	50,000
Number Exercisable	50,000
Exercise Price	$ 4.80
Weighted Average Remaining Contractual Life(years)	2 years 6 months 4 days
Proceeds to Company if Exercised	$ 240,000
Option Twelve [Member]
Number Outstanding	796,000
Number Exercisable	796,000
Exercise Price	$ 5.00
Weighted Average Remaining Contractual Life(years)	2 years 8 months 27 days
Proceeds to Company if Exercised	$ 3,980,000

XML 43 R33.htm IDEA: XBRL DOCUMENT

Stock based Compensation (Details 4) - StockOptions [Member]	6 Months Ended
	Jun. 30, 2020 $ / shares shares
granted	52,500
Vested
Cancelled
Number of stock outstanding ending balance	52,500
Share price beginning balance	0
Granted \| $ / shares	$ 3.52
Vested \| $ / shares	0
Cancelled \| $ / shares	0
Share price ending balance \| $ / shares	$ 3.52

XML 44 R34.htm IDEA: XBRL DOCUMENT

Stock based Compensation (Details 5) - Stock Options One [Member]	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Number of stock Outstanding balance	52,500
Number of stock exercisable
Share price \| $ / shares	$ 3.52
Weighted average remaining contractual life (Years)	1 year 3 months 15 days

XML 45 R35.htm IDEA: XBRL DOCUMENT

Stock based Compensation (Details Narrative) - USD ($)			1 Months Ended		6 Months Ended
Stock based Compensation (Details Narrative) - USD ($)	Aug. 04, 2020	Apr. 13, 2020	Jul. 21, 2020	Jul. 16, 2020	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Stock based compensation expense					$ 553,309	$ 719,965
Common stock, shares authorized					100,000,000		100,000,000
Subsequent Events [Member]
Exercise price	$ 2.50		$ 2.50	$ 2.50
Stock Option [Member]
Intrinsic value					$ 235,000
Stock based compensation expense					$ 41,587	4,127
Common stock shares issuable upon exercise of stock option					835,000
Compensation cost					$ 65,519
Fair value of options					$ 1,481,709
Exercise price					$ 3.44
Term					3 years 5 months 30 days
Stock price					$ 3.52
Volatility					72.94%
Risk free rate					0.54%
Option [Member]
Stock based compensation expense					$ 482,103	715,838
Unrecognized compensation cost					1,165,070
Stock option outstanding, intrinsic value					$ 1,402,929
Option [Member] \| 2015 Equity Incentive Plan [Member]
Weighted Average Remaining Contractual Life (Years)					3 years 18 days
Common stock shares reserved for future issuance					261,867
Common stock, shares authorized					4,250,000
Option [Member] \| Subsequent Events [Member]
Exercise price	$ 3.00	$ 3.60	$ 3.00
Warrant [Member] \| March 1, 2020 [Member]
Exercise price					$ 3.45
Term					3 years 8 months 30 days
Stock price					$ 3.44
Volatility					69.03%
Risk free rate					0.95%
Warrants granted to purchase shares of common stock					50,000
Expiry date					Mar. 01, 2026
Fair market value of warrants					$ 86,771
Weighted average remaining contractual life					2 years 7 months 24 days
Restricted Stock Units [Member]
RSU granted shares of common stock					52,500
Restricted Stock or Unit Expense					$ 184,800
Stock compensation expenses					$ 29,619	$ 29,619
Weighted average contractual life					1 year 3 months 14 days
Intrinsic value					$ 19,425
Vested descriptions					These RSUs vest 50% on April 13, 2021 and 50% on April 13, 2022.
Unrecognised compensation cost					$ 155,181

XML 46 R36.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Details) - Finance Lease Obligations [Member]	Jun. 30, 2020 USD ($)
2020 - remaining	$ 34,997
2021	69,993
2022	61,839
2023	60,427
2024	60,426
Greater than 5 years	445,634
Total	733,316
Less: Amount representing interest	(98,253)
Present value of minimum lease payments	$ 635,063

XML 47 R37.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Details 1)	Jun. 30, 2020 USD ($)
2020 - remaining	$ 1,740
2022	87,591
Total Operating Lease Obligations	1,740
Operating Lease Right of Use Obligations [Member]
2020 - remaining	121,708
2021	77,664
2022	34,500
2023	16,886
2024	1,056
Total Operating Lease Obligations	251,814
Less: Amount representing interest	(9,803)
Present value of minimum lease payments	$ 242,011

XML 48 R38.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Details 2)	Jun. 30, 2020 USD ($)
Commitments and Contingencies
2020 - remaining	$ 1,740
Total Operating Lease Obligations	$ 1,740

XML 49 R39.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Details 3) - Grants Repayable [Member]	Jun. 30, 2020 USD ($)
2020 - remaining	$ 52,915
2021	50,001
2022	47,298
2023	48,468
2024	20,391
Greater than 5 years	122,354
Total Grants Repayable	$ 341,427

XML 50 R40.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Details 4)	Jun. 30, 2020 USD ($)
Commitments and Contingencies
2020 - remaining	$ 479,678
2021	742,694
2022	623,184
2023	526,943
2024	328,193
Greater than 5 years	180,377
Total	2,881,069
Less: Amount representing interest	(274,147)
Total Long-Term Debt	$ 2,606,922

XML 51 R41.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Details 5)	Jun. 30, 2020 USD ($)
Commitments and Contingencies
2020 - remaining	$ 1,098,624
2021	1,293,534
Total Collaborative Agreement Obligations	$ 2,392,158

XML 52 R42.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Details Narrative)				6 Months Ended
Commitments and Contingencies (Details Narrative)	Jan. 10, 2020 USD ($)	Dec. 13, 2019 USD ($) $ / shares shares	Aug. 07, 2019	Jun. 30, 2020 USD ($)	Jun. 30, 2020 EUR (€)	Jun. 30, 2019 USD ($)	Jun. 30, 2020 EUR (€)	Dec. 31, 2019 USD ($)
Total Collaborative Agreement Obligations				$ 2,048,180
Total long-term debt				2,675,755
Common stock, restricted shares issued in exchange of purchased outstanding shares, value	$ 73,263	$ 333,969
Common stock, restricted shares issued in exchange of purchased outstanding shares, shares \| shares		73,263
Weighted trading price \| $ / shares		$ 4.56
Repayment of debt	$ 357,000	$ 350,000
Holdback period	9 months
Net liabilities	$ 55,404	$ 6,535
Stock based compensation expenses				$ 165,464		$ 338,331
Texas A&M University [Member]
Agreement description				The Company entered into agreement with TAMU for provision of in kind services of personnel, animal samples and laboratories equipment for a non-controlling interest of 7.5% in Volition Vet and in a year from the agreement TAMU would receive a further 5%, giving them in total 12.5%	The Company entered into agreement with TAMU for provision of in kind services of personnel, animal samples and laboratories equipment for a non-controlling interest of 7.5% in Volition Vet and in a year from the agreement TAMU would receive a further 5%, giving them in total 12.5%
Operating Lease Right of Use Obligations [Member]
Weighted average discount rate				4.47%			4.47%
Weighted average remaining lease term				1 year 8 months 12 days			1 year 8 months 12 days
Operating lease right-of-use assets and liabilities				$ 234,095				$ 242,011
Payment of lease liabilities				116,541
Operating lease expense				117,357
Short term lease costs				10,737
Managing Director's Agreement [Member]
Stock based compensation expenses				$ 753,000
Transaction agreement description				In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing.	In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing.
Due to related party				$ 277,794
In 2015 [Member] \| Finance Lease Obligations [Member] \| Automated Liquid Handling Robots [Member]
Maturity date				May 31, 2020	May 31, 2020
Amount payable				$ 0
Purchase price for the property \| €							€ 550,454
In 2018 [Member] \| Finance Lease Obligations [Member] \| BNP Paribas leasing solutions [Member]
Maturity date				Jan. 31, 2022	Jan. 31, 2022
Amount payable				$ 15,255
Purchase price for the property \| €							25,000
Leased equipment amortized term				5 years	5 years
In 2016 [Member] \| Finance Lease Obligations [Member] \| ING Asset Finance Belgium S.A. [Member]
Maturity date				May 31, 2031	May 31, 2031
Amount payable				$ 619,808
Purchase price for the property \| €							1,120,000
May 1, 2019 [Member] \| Collaborative Arrangement, Co-promotion [Member]
Collaborative obligations amount due				$ 320,000
Research collaboration agreement description				The Company entered into a research collaboration agreement with the University of Taiwan to collect a total of 1,200 samples for a 2-year period for a cost to the Company of up to $320,000 payable over such period.	The Company entered into a research collaboration agreement with the University of Taiwan to collect a total of 1,200 samples for a 2-year period for a cost to the Company of up to $320,000 payable over such period.
Novis Animal Solutions LLC [Member] \| Consulting Services Agreement [Member]
Potential equity interest			5.00%
University of Michigan [Member] \| In 2017 [Member] \| Clinical Study Research Agreement [Member]
Lease agreement expire period				3 years	3 years
Collaborative obligations amount				$ 3,000,000
Collaborative obligations amount due				$ 138,000
Munich University [Member] \| In 2016 [Member] \| Collaborative Research Agreement [Member]
Lease agreement expire period				3 years	3 years
Collaborative obligations amount \| €							360,000
Collaborative obligations amount due				$ 110,099
DKFZ [Member] \| In 2016 [Member] \| Research Co-operation Agreement [Member]
Lease agreement expire period				5 years	5 years
Collaborative obligations amount \| €							400,000
Collaborative obligations amount due				$ 224,693
DKFZ [Member] \| In 2015 [Member] \| Research Sponsorship Agreement [Member]
Lease agreement expire period				3 years	3 years
Collaborative obligations amount \| €							338,984
Collaborative obligations amount due				$ 84,260
University of Taiwan [Member] \| In 2018 [Member] \| Clinical Study Research Agreement [Member]
Lease agreement expire period				3 years	3 years
Collaborative obligations amount				$ 2,550,000
Collaborative obligations amount due				1,280,000
Walloon Region Government [Member] \| In 2018 [Member] \| Colorectal Cancer Research Agreement [Member]
Amount payable				$ 203,908
Grant receivable \| €							605,000
Repayment of grants \| €							181,500
Terms of agreement description				It is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received.	It is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received.
Total grants repayable				$ 341,427
Walloon Region Government [Member] \| In 2010 [Member]
Amount payable				$ 137,519
Grant receivable \| €							1,050,000
Repayment of grants \| €							€ 314,406
Terms of agreement description				It is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 314,406 Euros and the 6% royalty on revenue, is twice the amount of funding received.	It is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 314,406 Euros and the 6% royalty on revenue, is twice the amount of funding received.
Long-term Debt [Member] \| In 2018 [Member] \| Namur Innovation and Growth [Member]
Fixed interest rate on lease				4.00%			4.00%
Long-term Debt [Member] \| In 2018 [Member] \| Loan Agreement [Member] \| Namur Innovation and Growth [Member]
Total long-term debt				$ 330,568
Repayment of long-term loan amount \| €					€ 500,000
Loan agreement term				4 years	4 years
Long-term Debt [Member] \| Namur Invest [Member] \| In 2019 [Member] \| Loan Agreement [Member]
Total long-term debt				$ 2,606,922
Principal balance payable				$ 561,732
Repayment of long-term loan amount \| €					€ 500,000
Loan agreement term				4 years	4 years
Fixed interest rate on lease				4.80%			4.80%
Maturity date				Sep. 30, 2023	Sep. 30, 2023
Long-term Debt [Member] \| Namur Invest [Member] \| In 2017 [Member]
Fixed interest rate on lease				4.00%			4.00%
Long-term Debt [Member] \| Namur Invest [Member] \| In 2017 [Member] \| Loan Agreement [Member]
Total long-term debt				$ 118,008
Repayment of long-term loan amount \| €					€ 350,000
Loan agreement term				4 years	4 years
Long-term Debt [Member] \| Namur Invest [Member] \| In 2016 [Member]
Fixed interest rate on lease				4.85%			4.85%
Long-term Debt [Member] \| Namur Invest [Member] \| In 2016 [Member] \| Loan Agreement [Member]
Total long-term debt				$ 285,383
Repayment of long-term loan amount \| €					€ 440,000
Loan agreement term				7 years	7 years
Long-term Debt [Member] \| SOFINEX [Member] \| In 2017 [Member]
Fixed interest rate on lease				4.50%			4.50%
Long-term Debt [Member] \| SOFINEX [Member] \| In 2017 [Member] \| Loan Agreement [Member]
Total long-term debt				$ 1,067,291
Repayment of long-term loan amount \| €					€ 1,000,000
Loan agreement term				7 years	7 years
Long-term Debt [Member] \| ING [Member] \| In 2016 [Member]
Fixed interest rate on lease				2.62%			2.62%
Long-term Debt [Member] \| ING [Member] \| In 2016 [Member] \| Loan Agreement [Member]
Total long-term debt				$ 243,940
Repayment of long-term loan amount \| €					€ 270,000
Loan agreement term				15 years	15 years

XML 53 R43.htm IDEA: XBRL DOCUMENT

Subsequent (Details Narrative) - USD ($)			1 Months Ended			6 Months Ended	12 Months Ended
Subsequent (Details Narrative) - USD ($)	Aug. 04, 2020	Apr. 13, 2020	Aug. 06, 2020	Jul. 21, 2020	Jul. 16, 2020	Jun. 30, 2020	Dec. 31, 2019
Subsequent Event [Member] \| Equity Distribution Agreement [Member]
Common stock, shares sold			1,200,000
Proceeds from sale of common stock			$ 4,700,000
Subsequent Events [Member]
Shares issued upon options exercised	3,697			21,949	4,486
Exercise price	$ 2.50			$ 2.50	$ 2.50
Stock option exercised	25,000
Useful Life						15 years	15 years
Subsequent Events [Member] \| Option [Member]
Options granted to purchase aggregate shares of common stock	25,000			110,000
Shares issued upon options exercised	1,936			14,380
Exercise price	$ 3.00	$ 3.60		$ 3.00

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