FORM 8-A 12(b)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934


VOLITIONRX LIMITED

(Exact name of registrant as specified in its charter)


Delaware

 

91-1949078

(State of incorporation)

 

(I.R.S. Employer Identification No.)


1 Scotts Road

#24-05 Shaw Centre

Singapore 228208

(Address of principal executive offices)

 

Telephone: (212) 618-1750

Facsimile: +65 6333 7235

(Registrant’s Telephone and Facsimile Number)


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


Title of each class to be so registered

 

Name of each exchange on which each class is to be registered

Common Stock, par value $0.001 per share

 

NYSE MKT LLC


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  X .


If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.      .


Securities Act registration statement file number to which this form relates: 333-200628


Securities to be registered pursuant to Section 12(g) of the Act: None




INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1. Description of Registrant’s Securities to be Registered.


A description of the Common Stock, par value $0.001 per share, of VolitionRx Limited, a Delaware corporation (the “Registrant”), to be registered hereunder is contained in the section entitled “Description of Securities” in the prospectus included in the Registration Statement on Form S-1 (File No. 333-200628), initially filed with the Securities and Exchange Commission (the “Commission”) on November 28, 2014 (as such may be amended or supplemented from time to time, the “Registration Statement”), and is incorporated herein by reference. Any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that constitutes part of the Registration Statement shall be deemed to be incorporated herein by reference.


Item 2. Exhibits.


Under the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed with this registration statement because no other securities of the Registrant are listed on NYSE MKT LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.




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SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


VolitionRx Limited


Dated: February 3, 2015

By:

/s/ Cameron Reynolds

Cameron Reynolds

President, Principal Executive Officer and Director



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