UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  December 1, 2020

VolitionRx Limited

(Exact name of registrant as specified in its charter)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                                                                                                   Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

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

Appointment of Dr. Salvatore Thomas Butera as a Director

On December 1, 2020, the Board of Directors (the “Board”) of VolitionRx Limited (the “Company”), pursuant to the Company’s Bylaws, set the size of the Board at seven (7) members and appointed Dr. Salvatore Thomas Butera to the Board effective as of December 1, 2020.  Dr. Butera 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 December 1, 2020, the Board also appointed Dr. Butera to the Company’s Audit Committee, Compensation Committee and Nominations and Governance Committee. Dr. Butera has been determined by the Board to be independent within the meaning of the independent director standards of the Securities and Exchange Commission (the “SEC”) and the NYSE AMERICAN and to otherwise qualify to serve upon the Committees for which he was appointed.

Dr. Butera, age 70, is a Doctor of Veterinary Medicine with more than 40 years of experience in equine and small animal health in private practice as well as extensive work in both business development and management of veterinary companies. Since 2016, he has been actively involved in business development roles with Mars Veterinary Health, leading divisions including Pet Partners, LLC, Banfield Pet Hospitals and Veterinary Centers of America (“VCA”). In his time with Mars, Dr. Butera has been instrumental in the acquisition of more than 60 small animal general practices and specialty/ER hospitals. Prior to joining Mars, Dr. Butera served as Co-Founder, Board Member and Chief Medical Officer of Pet Partners, LLC, an entity that owned and operated 68 small animal veterinary hospitals in 32 states in the U.S., employing approximately 450 veterinarians and 3,200 employees. Dr. Butera’s veterinary business acumen was key to solidifying and growing Pet Partners’ development pipeline, which ultimately positioned the company for overall sale to the Mars Veterinary Health family in April, 2016.