Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

Resignation of Dr. Salvatore Thomas Butera as Director

On March 25, 2021, the Board of Directors (the “Board”) of VolitionRx Limited (the “Company”) received written notice from Dr. Salvatore Thomas Butera of his resignation from the Board and from the Company’s Audit Committee, Compensation Committee and Nominations and Governance Committee with immediate effect.

Dr. Butera resigned from the Board to assume the role of Chief Executive Officer of Volition Veterinary Diagnostics Development, LLC, a majority-owned subsidiary of the Company, which role he will assume effective as of May 1, 2021, and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, practices or otherwise.

Appointment of Richard Brudnick as Director

On March 25, 2021, the Board of the Company, pursuant to the Company’s Bylaws appointed Mr. Richard Brudnick to the Board to fill the vacancy from Dr. Butera’s resignation effective as of March 25, 2021.  Mr. Brudnick will have an initial term expiring at the Company’s 2021 annual meeting of stockholders, subject to his future nomination by the Nominations and Governance Committee and election by the Company’s stockholders.  On March 25, 2021, the Board also appointed Mr. Brudnick to the Company’s Audit Committee and Compensation Committee effective concurrently with his appointment to the Board.  Mr. Brudnick has been determined by the Board to be independent within the meaning of the independent director standards of the Securities and Exchange Commission (“SEC”) and the NYSE American and to otherwise qualify to serve upon the Committees for which he was appointed. 

Mr. Brudnick, age 65, currently serves as Chief Business Officer and Head of Corporate Strategy of Codiak BioSciences, Inc. (NASDAQ GS: CDAK), a clinical-stage biopharmaceutical company focused on pioneering the development of exosome-based therapeutics, a position he has held since June 2018. Since May 2019, Mr. Brudnick has also served on the board of directors of InflaRx N.V. (NASDAQ GS:  IFRX), a clinical-stage biopharmaceutical company developing anti-inflammatory therapeutics by targeting the complement system.  Prior to joining Codiak BioSciences, Mr. Brudnick served as the Executive Vice President, Business Development of Bioverativ Inc. (NASDAQ:  BIVV), a biopharmaceutical company focused on therapies for hemophilia and other rare blood disorders, commencing in June 2016 until Bioverativ was acquired by Sanofi in 2018. Prior to that, since 2014, Mr. Brudnick served as Senior Vice President of Corporate Development of Biogen Inc. (NASDAQ GS:  BIIB), a multinational biotechnology company specializing in the discovery, development, and delivery of therapies for the treatment of neurological diseases. Mr. Brudnick joined Biogen in 2001 and held senior positions in the areas of Portfolio Strategy & Business Development and Corporate Development. Before joining Biogen, Mr. Brudnick was the Chief Executive Officer of a regional pharmaceutical distribution business, a co-founder of two companies and a strategy consultant at Bain & Company. Mr. Brudnick received a B.S. and M.S. in Management Science from the Massachusetts Institute of Technology, or MIT.

The Board believes that Mr. Brudnick is qualified to serve on the Board as a result of his extensive experience in business development.

On March 25, 2021, Mr. Brudnick and the Company entered into an Independent Director Agreement, pursuant to which Mr. Brudnick will continue to serve as a member of the Board subject to any necessary approval by the Company’s stockholders as required by applicable law and the Company’s governing documents.  In exchange for his services, Mr. Brudnick shall receive (i) $10,300 per calendar quarter commencing April 1, 2021; and (ii) a grant of Restricted Stock Units (RSUs) to receive an aggregate of fifteen thousand (15,000) shares of the Company’s common stock underlying the RSUs that vests in two equal installments at 12 months and at 24 months from the grant date.  Except for the foregoing, there are no arrangements or understandings between Mr. Brudnick and any other person pursuant to which he was selected to serve as a member of the Board.

The form of Independent Director Agreement was previously filed in substantially similar form with the SEC on May 12, 2015 as Exhibit 10.33 to the Company’s quarterly report on Form 10-Q.

The appointment of Mr. Brudnick to the Board was announced by a widely disseminated press release.  Furnished herewith as Exhibit 99.1 and incorporated by reference herein is a copy of the press release.

Appointment of Kim Nguyen as Director

On March 25, 2021, the Board of the Company, pursuant to the Company’s Bylaws, passed a resolution to increase the size of the Board to eight (8) members and appointed Ms. Kim Nguyen to the Board effective as of March 25, 2021.  Ms. Nguyen will have an initial term expiring at the Company’s 2021 annual meeting of stockholders, subject to her future nomination by the Nominations and Governance Committee and election by the Company’s stockholders.  On March 25, 2021, the Board also appointed Ms. Nguyen as a member and Chairwoman of the Company’s Compensation Committee and as a member of the Nominations and Governance Committee.  Ms. Nguyen has been determined by the Board to be independent within the meaning of the independent director standards of the SEC and the NYSE American and to otherwise qualify to serve upon the Committees for which she was appointed.