UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
VolitionRx Limited
(Name of Company)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
928661107
(CUSIP Number)
Eight Corporation Limited
c/o Crowe Morgan Management Limited
8 St. George’s Street
Douglas, Isle of Man IM1 1AH
+1 44 1624 665 1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 9, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a person’s initial filing on this form with respect to subject class of securities, and for any subsequent amendment containing information which would alter disclosures in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | NAMES OF REPORTING PERSON |
| EIGHT CORPORATION LIMITED | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (SEE INSTRUCTIONS) | |
| (a) ☐ | |
| (b) ☒ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) |
| WC, OO | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| ISLE OF MAN |
NUMBER OF EACH REPORTING WITH | 7. | SOLE VOTING POWER |
| 0 | ||
| 8. | SHARED VOTING POWER | |
| 11,976,263 (1) | ||
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 11,976,263 (1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 11,976,263 (1) | |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 25.9% (2) | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| HC |
| (1) | Includes (i) 11,637,844 shares of VolitionRx Limited, or Issuer, common stock, par value $0.001 per share held by Cotterford Company Limited, or Cotterford, and (ii) 338,419 shares of Issuer common stock held by Hever Investments Limited, or Hever, a company organized in the Isle of Man. Eight Corporation Limited is the sole corporate director of Cotterford and the sole corporate director of Hever. |
| (2) | Based on 46,226,382 issued and outstanding shares of Issuer common stock as of May 22, 2020, as reported in the Issuer’s Prospectus Supplement filed with the SEC on May 21, 2020, (File No. 333-227248) (the “Prospectus), which includes both the shares offered under that Prospectus and the underwriters’ option. |
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| 1. | NAMES OF REPORTING PERSON |
| COTTERFORD COMPANY LIMITED | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (SEE INSTRUCTIONS) | |
| (a) ☐ | |
| (b) ☒ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) |
| WC, OO | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| ISLE OF MAN |
NUMBER OF EACH REPORTING WITH | 7. | SOLE VOTING POWER |
| 0 | ||
| 8. | SHARED VOTING POWER | |
| 11,637,844 | ||
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 11,637,844 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 11,637,844 | |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 25.2% (1) | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| IV |
| (1) | Based on 46,226,382 issued and outstanding shares of Issuer common stock as of May 22, 2020, as reported in the Prospectus, which includes both the shares offered under that Prospectus and the underwriters’ option. |
3
This amendment No. 5 to Schedule 13D (this “Amendment No. 4”), amends and supplements the Schedule 13D filed on June 10, 2020 (as amended, the “Initial 13D”) by the Reporting Persons, relating to the common stock, par value $0.001 per share (the “Common Stock”), of VolitionRx Limited, a Delaware corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 5 shall have the meanings ascribed to them in the Initial 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Except as specifically amended by this Amendment No. 5, the Initial 13D is unchanged.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended and supplemented by the addition of the following:
“On July 9, 2020, certain of the Reporting Persons issued a press release relating to the delivery of a letter to the board of directors of the Issuer relating to, among other things, the voting results of the Issuer’s recent 2020 Annual Meeting and the Issuer’s path forward. The letter demands increased management transparency, including a publicly communicated timeline to commercialization and material Issuer revenue by the end of 2020. A copy of the press release is attached hereto as Exhibit 3 and incorporated by reference in this Item 4 in its entirety.”
Item 5. Interest in Securities of the Issuer
Paragraphs (a), (b) and (c) of Item 5 of the Initial 13D is hereby amended and restated as follows:
(a) As of the date hereof, (i) ECL may be deemed to beneficially own an aggregate of 11,976,263 shares of Common Stock, constituting approximately 25.9% of the Common Stock, (ii) Cotterford may be deemed to beneficially own an aggregate of 11,637,844, constituting approximately 25.2% of the Common Stock, and (iii) Hever may be deemed to beneficially own an aggregate of 338,419 shares of Common Stock, constituting approximately 0.7% of the Common Stock, as reported in the Issuer’s Prospectus Supplement filed with the SEC on May 21, 2020, (File No. 333-227248) (the “Prospectus), which includes both the shares offered under that Prospectus and the underwriters’ option. The Initial 13D contained a calculation error which indicated that ECL owned an additional 69,069 shares of Common Stock.
(b) ECL may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 11,976,263 Shares. Cotterford may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 11,637,844 Shares. Hever may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 338,419 Shares. The Directors of ECL identified in Item 2(a) of the Initial 13D, hold shared dispositive and voting control over the shares of Common Stock beneficially owned by ECL.
(c) There have been no transactions by the Reporting Persons in the securities of the Issuer within the past sixty days.
Item 7. Material to be Filed as Exhibits
* Previously filed
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Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: July 9, 2020 | EIGHT CORPORATION LIMITED | |
| By: | /s/ Amy Slee | |
| Amy Slee, Director | ||
| Dated: July 9, 2020 | COTTERFORD COMPANY LIMITED | |
| By: | EIGHT CORPORATION LIMITED, as Director | |
| By: | /s/ Amy Slee | |
| Amy Slee, Director | ||
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