Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 10, 2026, Singapore Volition Pte. Limited (“Singapore Volition”), a wholly-owned subsidiary of VolitionRx Limited (the “Company”), and Mr.…
Filed Nov 12, 2026Accepted Nov 12, 2026, 8:30 AM ESTCIK 93314Accession 0001477932-26-006845
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2026, Singapore Volition Pte. Limited (“Singapore Volition”), a wholly-owned subsidiary of VolitionRx Limited (the “Company”), and Mr. Cameron Reynolds, Chief Executive Officer and President of the Company, entered into a variation letter (the “Amendment”) to the existing employment agreement between Singapore Volition and Mr. Reynolds dated March 13, 2023 (the “Reynolds Employment Agreement”), pursuant to which Mr. Reynolds agreed to a further temporary reduction in his annual base salary as part of the Company’s overall cost reduction measures.
Effective February 1, 2026, Mr. Reynolds had previously agreed to a 25% reduction in his annual base salary from $473,941 to $355,456 for the period from February 1, 2026 to January 31, 2027, in exchange for a grant of an aggregate of 24,300 restricted stock units earned in equal monthly installments over such 12-month period with full vesting assuming continuous service on February 26, 2027.
Pursuant to the terms of the Amendment, effective November 1, 2026, Mr. Reynolds elected to take a further temporary reduction in his annual base salary from $355,456 to $236,970.50 without additional equity compensation for such reduction.
The temporary salary reduction reflected in the Amendment will remain in effect until such date as the compensation committee of the Company (the “Compensation Committee”) determines, in its sole discretion, that Mr. Reynolds’ contractual annual base salary should be reinstated, in whole or in part. The Compensation Committee may make such a determination following the signing of a significant licensing agreement or another commercial outcome that, in the opinion of the Compensation Committee, secures the Company’s financial stability. Any reinstatement, whether in whole or in part, will take effect from the date specified by the Compensation Committee and will not apply retrospectively.
Notwithstanding the temporary salary reduction, any notice pay, payment in lieu of notice, severance, death or disability payment, or other termination-related payment or entitlement under the Reynolds Employment Agreement that is calculated by reference to annual base salary will continue to be calculated by reference to Mr. Reynolds’ full contractual annual base salary of $473,941. The temporary salary reduction will not affect the calculation of the pension allowance payable to Mr. Reynolds under the Reynolds Employment Agreement, which will continue to be calculated by reference to his full contractual annual base salary.
Except for the temporary salary reduction described above, the terms of Reynolds Employment Agreement remain unchanged and in full force and effect.
The foregoing description of the material terms of the Reynolds Employment Agreement, as amended, does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to the full text of the Reynolds Employment Agreement, as amended by the letter agreement dated February 1, 2026 and the letter agreement dated November 10, 2026, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2026.