VolitionRx Completes Acquisition of Octamer GmbH

VolitionRx Limited (NYSE AMERICAN: VNRX) ("Volition") today announced the closing of the acquisition of the epigenetic reagent company Octamer GmbH ("Octamer") by its subsidiary Belgian Volition SPRL for approximately $725,000, consisting of cash and shares of restricted common stock of Volition. This strategic acquisition helps secure the supply of one of the key components of Volition's Nu.Q^(TM) tests, the recombinant nucleosome used as the calibrant.

Volition also announced the receipt of additional non-dilutive funding in the form of a $550,000 (Euro 500,000) unsecured loan from Namur Invest to assist with the Octamer acquisition. This takes the total non-dilutive funding provided by the Namur Regional Government and associated agencies to over $7 million to-date.

 

Commenting on the announcement Cameron Reynolds, Chief Executive Officer of Volition said, "This acquisition means that we will be working with one of the world's leading nucleosome experts, Dr. Adrian Schomburg. Not only will this deal secure the supply of a wide range of our key components, but it will also facilitate the transfer of know-how and expertise so that we can develop the capability to manufacture recombinant nucleosomes in Volition's laboratory. This deal enhances our goal of becoming one of the world's leading epigenetics companies. I would like to thank Namur Invest for their continued support of our many projects."

Regarding the transaction, Dr. Adrian Schomburg, Founder and CEO of Octamer said, "I believe that the progress that Volition has made to date on nucleosomes in circulation is very exciting and I have confidence that this deal is a good convergence of our two technologies and companies. I look forward to working together to bring these transformative diagnostic agents into everyday diagnostic practice."

About the Acquisition

The aggregate purchase price is €650,000 Euros (approximately $725,000), consisting of €350,000 cash and approximately 73,000 shares of common stock of Volition, for 100% of the outstanding shares of Octamer. The shares of common stock were issued by Volition to the seller in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. The shares of common stock were not registered under the Securities Act or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In connection with the transaction, the parties also entered into a five-year royalty agreement that provides for single-digit royalties based on the sales by Octamer of recombinant nucleosomes to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs, as well as a consulting arrangement with Dr. Schomburg. The acquisition includes the transfer of Standard Operating Procedures and key assets in addition to onsite training for Belgian Volition scientists.

About the Funding

The unsecured $550,000 (Euro 500,000) loan from Namur Invest is to assist with the Octamer acquisition. This loan bears interest at 4.80% per year with favorable repayment terms over 3.5 years and includes a 16-month grace period for principal repayment.

About Volition

Volition is a multi-national epigenetics company developing simple, easy to use, cost effective blood tests to help diagnose a range of cancers and other diseases. Early diagnosis has the potential to not only prolong the life of patients, but also to improve their quality of life. The tests are based on the science of Nucleosomics^(TM), which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid - an indication that disease is present. Volition is primarily focused on human diagnostics but also has a subsidiary focused on animal diagnostics.

Volition's research and development activities are centered in Belgium, with additional offices in Texas, London and Singapore, as the company focuses on bringing its diagnostic products to market.

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