SEC Form 3 · accession 0001078782-16-002133
VOLITIONRX LTD · VNRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Bradley Terrell M.D.
Officer — Chief Medical Officer
Period of report
Jan 1, 2016
Accepted (ET)
Jan 5, 2016 · 5:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000093314
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 61,364 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy)F1 | $2.47 | holding | — | — | — | — | — | Common Stock | 25,000 | — | D |
| Warrant (Right to Buy)F2 | $2.47 | holding | — | — | — | — | — | Common Stock | 25,000 | — | D |
| Warrant (Right to Buy)F3 | $2.47 | holding | — | — | — | — | — | Common Stock | 50,000 | — | D |
| Warrant (Right to Buy)F4 | $2.47 | holding | — | — | — | — | — | Common Stock | 50,000 | — | D |
| Stock Option (Right to Buy)F5 | $2.50 | holding | — | — | — | Feb 18, 2015 | Feb 18, 2019 | Common Stock | 12,500 | — | D |
| Stock Option (Right to Buy)F5 | $3.00 | holding | — | — | — | Feb 18, 2016 | Feb 18, 2020 | Common Stock | 12,500 | — | D |
Explanation of responses
- F1A total of 25,000 Common Stock Warrants are to vest, if earned, upon the Company signing a second clinical trial agreement in the United States. The Common Stock Warrants shall expire three years from the vesting date.
- F2A total of 25,000 Common Stock Warrants are to vest, if earned, upon the Company signing an agreement with a laboratory/group certified through the CLIA for the use of the Company's proprietary screening kits and devices for the detection of certain diseases in humans in the United States. The Common Stock Warrants shall expire three years from the vesting date.
- F3A total of 50,000 Common Stock Warrants are to vest, if earned, on the date the Company receives approval from the FDA for the sale and distribution in the United States of its first proprietary screening kit or device for the detection of a certain disease. The Common Stock Warrants shall expire three years from the vesting date.
- F4A total of 50,000 Common Stock Warrants are to vest, if earned, on the date the Company receives approval from the FDA for the sale and distribution in the United States of its second proprietary screening kit or device for the detection of a certain disease. The Common Stock Warrants shall expire three years from the vesting date.
- F5A total of 25,000 Stock Options were granted on August 18, 2014 under the Company's 2011 Equity Incentive Plan. The Options vest in two equal installments at 6 months and at 18 months from the date of grant, and expire four years from the vesting date.
Remarks
The reporting person has served in a part-time capacity as the Chief Medical Officer and Head of U.S. Operations of VolitionRx Limited since March 2013, and also concurrently held positions between January 2013 and October 2015 with other publicly-held companies. The reporting person transitioned to full-time, employment status as the Chief Medical Officer and Head of U.S. Operations, and entered into an Employment Agreement, with VolitionRx Limited, effective January 1, 2016 (the indicated "Date of Event Requiring Statement").