Commitments and Contingencies

3 Months Ended

Mar. 31, 2025

Commitments and Contingencies

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 March 31, 2025.

For the Three Months Ending March 31, 2025	Amount
	$
2025	43,652
2026	58,202
2027	58,203
2028	58,202
2029	58,202
Greater than 5 years	138,213
Total	414,674
Less: Amount representing interest	(34,648	)
Present value of minimum lease payments	380,026

b) Operating Lease Right-of-Use Obligations

Operating leases as of March 31, 2025, and December 31, 2024, consisted of the following:

	March 31, 2025			December 31, 2024
	$			$
Operating right-of-use assets		560,610			599,816
Operating lease liabilities, current portion		224,690			221,755
Operating lease liabilities, long term		369,342			410,686
Total operating lease liabilities		594,032			632,441
Weighted average remaining lease (months)		44			48
Weighted average discount rate		3.74	%		3.70	%

During the three months ended March 31, 2025, cash paid for amounts included for the measurement of lease liabilities was $58,083 and the Company recorded operating lease expense of $58,349.

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 March 31, 2025.

For the Three Months Ending March 31, 2025	Amount
	$
2025		187,225
2026		234,826
2027		154,155
2028		56,798
Total		633,004
Less: imputed interest		(38,972	)
Total Operating Lease Liabilities		594,032

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 three months ended March 31, 2025, the Company recognized $26,764 in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows:

For the Three Months Ending March 31, 2025	Amount
	$
2025		67,450
2026		7,603
Total Operating Lease Liabilities		75,053

c) Grants Repayable

As of March 31, 2025, the total grant balance repayable was $441,412 and the payments remaining were as follows:

For the Three Months Ending March 31, 2025	Amount
	$
2025		63,749
2026		44,228
2027		49,103
2028		52,511
2029		53,976
Greater than 5 years		177,845
Total Grants Repayable		441,412

d) Long-Term Debt

As of March 31, 2025, the total balance for long-term debt payable was $6,394,857 and the payments remaining were as follows:

For the Three Months Ending March 31, 2025	Amount
	$
2025		1,065,503
2026		1,121,248
2027		2,005,890
2028		3,220,798
2029		133,082
Greater than 5 years		184,325
Total		7,730,846
Less: amount representing interest		(1,335,989	)
Total Long-Term Debt		6,394,857

e) Collaborative Agreement Obligations

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a three-year research period for a cost to the Company of up to $2.55 million payable over such period. As of March 31, 2025, $510,000 is still to be paid by the Company under this agreement. As of March 31, 2025, $510,000 is due by the Company under this agreement.

In 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps ("NETs") in cancer patients with sepsis for a cost to the Company of $277,092. As of March 31, 2025, $277,092 is still to be paid by the Company under this agreement. As of March 31, 2025, $138,971 is due by the Company under this agreement.

In July 2023, the Company entered into a research agreement with Xenetic Biosciences Inc and CLS Therapeutics Ltd to evaluate the anti-tumoral effects of Nu.Q® CAR T cells for a cost to the Company of $107,589. As of March 31, 2025, $81,447 is still to be paid by the Company under this agreement and as of March 31, 2025, $26,142 is due by the Company under this agreement.

In August 2023, the Company entered into a project research agreement with Guy’s and St Thomas’ NHS Foundation Trust to evaluate the practical clinical utility of the Nu.Q^® H3.1 nucleosome levels in adult patients with sepsis to facilitate early diagnosis and prognostication for a cost to the Company of $168,232. As of March 31, 2025, $168,232 is still to be paid by the Company under this agreement. As of March 31, 2025, $0 is due by the Company under this agreement.

In January 2024, the Company entered into an agreement with the University Medical Centre Amsterdam (“UMC”). to perform a retrospective study to evaluate the diagnostic potential of the Nu.Q^® H3.1 nucleosomes as diagnostic, prognostic and phenotyping biomarkers in sepsis for a cost to the Company of $93,433. As of  March 31, 2025 , $93,433 is still to be paid by the Company under this agreement. As of March 31, 2025, $93,433 is due by the Company under this agreement.

As of March 31, 2025, the total amount to be paid for future research and collaboration commitments was $1,130,204 and the payments remaining were as follows:

	Total Amount Remaining		2025
	$		$
National University of Taiwan		510,000		510,000
MD Anderson Cancer Center		277,092		277,092
Guys and St Thomas		168,232		168,232
Xenetic Biosciences		81,447		81,447
UMC		93,433		93,433
Total Collaborative Obligations		1,130,204		1,130,204

f) Other Commitments

Belgian Volition

In connection with the acquisition of the Company’s former subsidiary, Volition Germany GMBH, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’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 five years post-closing. Volition Germany has been dissolved and its assets transferred to Belgian Volition.

As of March 31, 2025, $211 is payable under the 6% royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $119,031.

VolitionRx

On February 5, 2025, the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $294,603 with fixed interest rate of 7.82%, maturing in November 2025. As of March 31, 2025, the maximum has been drawn down under this agreement and the principal balance payable was $163,668. The agreement is in relation to the directors and officers insurance policy.

g) Legal Proceedings

In the ordinary course of business, the Company may be subject to claims, counter-claims, lawsuits and other litigation of the type that generally arise from the conduct of its business. The Company knows of no legal proceedings which the Company believes will have a material adverse effect on its financial position.

h) Commitments in Respect of Corporate Goals and Performance-Based Awards

As of March 31, 2025, the Company has recognized total compensation expense of $1,452,150 of which $527,940 is in relation to RSUs from grants in 2022 that vested in 2023, $516,040 is in relation to RSUs from such grants that will vest in 2024, and $408,170 is in relation to RSUs from such grants that will vest in 2025. The Company has unrecognized compensation expense of $72,588 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total		Vesting	Amortized		Amortized		Amortized		Amortized
Award		Year	2025		2024		2023		2022		Un-Amortized
$		$	$		$		$		$		$
	527,940	2023		-		-		393,853		134,087		-
	516,040	2024		-		190,833		260,119		65,088		-
	480,758	2025		12,382		171,518		177,584		46,686		72,588
	1,524,738			12,382		362,351		831,556		245,861		72,588

As of March 31, 2025, the Company had recognized total compensation expense of $522,799. The Company has unrecognized compensation expense of $151,597 in relation to the RSUs from grants in 2023, of which, $50,316 in relation to RSUs that will vest in 2025, and $101,281 in relation to RSUs that will vest in 2026 based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total		Vesting	Amortized		Amortized		Amortized		Un-Amortized
Award		Year	2025		2024		2023		2025
$		$	$		$		$		$
	242,902	2024		-		148,132		94,770		-
	218,193	2025		16,786		103,578		47,513		50,316
	213,301	2026		11,201		69,116		31,703		101,281
	674,396			27,987		320,826		173,986		151,597

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of cash bonuses of up to two months’ gross salary to the salaried employees of the Company and its affiliates, payable upon achievement of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding. Pursuant to the terms of the grants, conditioned upon the achievement by the Company or its affiliates/subsidiaries of one or more of the specified corporate goals as set forth in the minutes of the Compensation Committee, and providing that the bonus recipients commenced employment prior to October 1, 2025 and continued employment until at least December 31, 2025, at the sole discretion of both the Chief Executive Officer and the Chief Financial Officer, the Company would pay a cash bonus to such award recipients in their January 2026 monthly payroll.

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of RSUs of 2,868,000 shares of common stock under the 2024 Plan, payable upon the achievement of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries in exchange for services provided to the Company. Pursuant to the terms of the grants, conditioned upon the achievement by the Company or its affiliates/subsidiaries of one or more of the corporate goals as set forth in the minutes of the Compensation Committee, as determined in the sole discretion of the Compensation Committee, these RSU will vest at a rate of approximately one-third on each of March 17, 2026, March 17, 2027, and March 17, 2028 subject to continued service of the award recipient to the Company through the applicable vesting dates.

As of March 31, 2025, the Company had recognized total compensation expense of $40,973. The Company has unrecognized compensation expense of $1,594,074 in relation to the RSUs from grants in 2025, of which $522,689 is in relation to RSUs that will vest in 2026, $533,831 in relation to RSUs that will vest in 2027, and $537,554 in relation to RSUs that will vest in 2028 based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total		Vesting	Amortized		Un-Amortized
Award		Year	2025		2025
$		$	$		$
	545,026	2026		22,337		522,689
	545,015	2027		11,184		533,831
	545,006	2028		7,452		537,554
	1,635,047			40,973		1,594,074