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Commitments and Contingencies

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies

Commitments And Contingencies

Note 8 – Commitments and Contingencies

a) Finance Lease Obligations

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of September 30, 2025.

For the Nine Months Ending September 30, 2025		Amount
		$
2025			15,778
2026			63,109
2027			63,109
2028			63,107
2029			63,107
Greater than 5 years			149,867
Total			418,077
Less: Amount representing interest			(32,507	)
Present value of minimum lease payments			385,570

b) Operating Lease Right-of-Use Obligations

Operating leases as of September 30, 2025, and December 31, 2024, consisted of the following:

		September 30, 2025				December 31, 2024
		$				$
Operating right-of-use assets			572,289				599,816

Operating lease liabilities, current portion			254,644				221,755
Operating lease liabilities, long term			351,211				410,686
Total operating lease liabilities			605,855				632,441

Weighted average remaining lease (months)			43				48
Weighted average discount rate			4.25	%			3.70	%

During the nine months ended September 30, 2025, cash paid for amounts included for the measurement of lease liabilities was $167,564 and the Company recorded operating lease expense of $166,864.

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of September 30, 2025.

For the Nine Months Ending September 30, 2025		Amount
		$
2025			67,977
2026			274,658
2027			192,990
2028			89,597
2029			14,049
Total			639,271
Less: imputed interest			(33,416	)
Total Operating Lease Liabilities			605,855

The Company’s office space leases are short-term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the nine months ended September 30, 2025, the Company recognized $83,309 in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows:

For the Nine Months Ending September 30, 2025		Amount
		$
2025			23,415
2026			7,890
Total Operating Lease Liabilities			31,305

c) Grants Repayable

As of September 30, 2025, the total grant balance repayable was $511,617 and the payments remaining were as follows:

For the Nine Months Ending September 30, 2025		Amount
		$
2025			69,123
2026			47,957
2027			53,242
2028			89,934
2029			58,527
Greater than 5 years			192,834
Total Grants Repayable			511,617

d) Long-Term Debt

As of September 30, 2025, the total balance for long-term debt payable was $6,479,333 and the payments remaining were as follows:

For the Nine Months Ending September 30, 2025		Amount
		$
2025 - Remaining			649,716
2026			1,154,582
2027			2,110,601
2028			3,492,281
2029			144,300
Greater than 5 years			199,862
Total			7,751,342
Less: amount representing interest			(1,272,009	)
Total Long-Term Debt			6,479,333

e) Convertible Note Payable

On May 15, 2025, the Company entered into the SPA with Lind, pursuant to which the Company issued the Lind Note in the amount of $7,500,000 and the Lind Warrant for the purchase of 13,020,834 shares of common stock.

The Lind Note, which does not accrue interest, shall be repaid in eighteen (18) consecutive monthly installments in the amount of $416,666 beginning six months from the issuance date. Lind may elect with respect to no more than two (2) monthly payments to increase the amount of such monthly payment up to $1,000,000 upon notice to the Company. The monthly payments due under the Lind Note may be made by the issuance of common stock valued at the Repayment Share Price, cash in an amount equal to 1.05 times the required payment amount, or a combination of cash and shares. The Lind Note sets forth certain conditions that must be satisfied before we may make any monthly payments in shares of common stock.

The Lind Note may be converted by Lind from time to time at a the Conversion Price. The dollar amount of any conversions by Lind will be applied to toward upcoming Lind Note payments in reverse chronological order. The Lind Note may be prepaid in whole upon written notice on any business day following August 13, 2025; but in the event of a prepayment notice, Lind may convert up to one-third (1/3) of principal amount due at the lesser of the Repayment Share Price or the Conversion Price.

Issuance of shares of common stock upon repayment or conversion of the Lind Note (the “Note Shares”) and upon exercise of the Lind Warrant (the “Warrant Shares”) is subject to an ownership limitation equal to 4.99% of the Company’s outstanding shares of common stock; provided, that if Lind and its affiliates beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, then such limitation shall automatically increase to 9.99% so long as Lind and its affiliates own in excess of 4.99% of such common stock (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon Lind and its affiliates ceasing to own in excess of 4.99% of such common stock). Additionally, the issuance in the aggregate of any Note Shares and Warrant Shares in excess of 19.99% of the outstanding common stock shall be subject to stockholder approval in accordance with NYSE American Rule 713.

Upon the occurrence of any Event of Default (as defined in the Lind Note), the Lind Note will become immediately due and payable and the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Note, subject to a reduction to 110% in certain circumstances, in addition to any other remedies under the Lind Note or the other transaction documents. Events of Default include, among others, failure of the Company to make any Lind Note payment when due, a default in any indebtedness or adverse judgements in excess of threshold amounts, the failure of the Company to instruct its transfer agent to issue unlegended certificates in certain circumstances, the Company’s shares of common stock no longer being public traded or listed on a national

securities exchange, any stop order or trading suspension restricting the trading in the Company’s common stock for a specified period, the announcement or consummation of a Change of Control (as defined in the SPA), the failure to file reports or filings required by the SEC, and the Company’s market capitalization falling below a threshold amount for a specified period, each as described in the Lind Note.

The Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. Additionally, unless waived by Lind, the Company is required to utilize a portion of the net proceeds from certain specified debt or equity transactions and asset sales to repay the outstanding principal amount due under the Lind Note.

The Company evaluated the embedded features within the convertible note in accordance with ASC Topic 480 and ASC Topic 815. The Company determined that the embedded features, specifically (i) the default penalty on outstanding principal, and (ii) the default conversion option into common shares at 90% of the lowest volume weighted average price for the common shares on the Company’s VWAP in the three days preceding conversion, constitute derivative liabilities. These features, arising from default provisions, including the contingent default penalty (deemed redemption) and the contingent variable conversion feature, meet the definition of a derivative and do not qualify for derivative accounting exemptions. Consequently, these embedded features were bifurcated from the debt host as a single derivative liability.

The initial fair value of the derivative liabilities was determined using a Monte Carlo simulation valuation model, considering various potential outcomes and scenarios. The model used the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 99.99%; (iii) risk-free interest rate of 3.89%; (iv) discount rate of 42.95%; (v) simulated term of 1.92 years; (vi) estimated fair value of the shares of $0.45 per share; and (vii) various probability assumptions related to down round price adjustments. Subsequent changes in fair value are recognized in the statement of operations for each reporting period. The issuance costs for the convertible Lind Note, along with the allocated fair values of both the Lind Warrants and the bifurcated embedded derivative liability, were collectively treated as a debt discount. The debt discount is amortized to interest expense over the term of the Note using the effective interest method.

Estimated future minimum principal payments of the convertible note payable for the next five years consists of the following as of September 30, 2025:

For the Nine Months Ending September 30, 2025		Amount
		$
2025 - Remaining			833,334
2026			5,000,000
2027			1,666,666
Total Payments			7,500,000

Debt Carrying Value			4,583,334
Debt discount			(3,054,182	)
Current portion of convertible note payable, net			1,529,152

Debt Carrying Value			2,916,666
Debt discount			(658,021	)
Convertible note payable, net of current portion			2,258,645

f) Collaborative Agreement Obligations

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a three-year research period for a cost to the Company of up to $2.55 million payable over such period. As of September 30, 2025, $510,000 is due and payable by the Company under this agreement.

In 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps ("NETs") in cancer patients with sepsis for a cost to the Company of $245,319. As of September 30, 2025, $245,319 is still to be paid by the Company under this agreement.

In July 2023, the Company entered into a research agreement with Xenetic Biosciences Inc and CLS Therapeutics Ltd to evaluate the anti-tumoral effects of Nu.Q® CAR T cells for a cost to the Company of $107,589. As of September 30, 2025, $81,447 is due and payable by the Company under this agreement and as of September 30, 2025, $81,447 is due by the Company under this agreement.

In August 2023, the Company entered into a project research agreement with Guy’s and St Thomas’ NHS Foundation Trust to evaluate the practical clinical utility of the Nu.Q^®H3.1 nucleosome levels in adult patients with sepsis to facilitate early diagnosis and prognostication for a cost to the Company of $130,928. As of September 30, 2025, $130,928 is still to be paid by the Company under this agreement. As of September 30, 2025, $21,821 is due by the Company under this agreement.

In January 2024, the Company entered into an agreement with the University Medical Centre Amsterdam (“UMC”), to perform a retrospective study to evaluate the diagnostic potential of the Nu.Q^®H3.1 nucleosomes as diagnostic, prognostic and phenotyping biomarkers in sepsis for a cost to the Company of $0. As of September 30, 2025, $0 is still to be paid by the Company under this agreement. As of September 30, 2025, $0 is due by the Company under this agreement.

The Company entered into an agreement with Gustave Roussy a leading cancer centre in Europe that treats patients with all types of cancer to perform and be responsible for the co-ordination of a Non-Interventional Phase IV clinical trial to undertake a Prospective analysis of circulating nucleosomes in patients receiving a first line treatment for a non-Hodgkin lymphoma for a cost to the Company of $119,540. As of September 30, 2025, $119,540 is still to be paid by the Company under this agreement. As of September 30, 2025, $17,928 is due by the Company under this agreement.

In October 2024, the Company entered into an agreement with the National Taiwan University to undertake a clinical research study entitled Validation of Nu.Q biomarker panel in differentiating between high and low risk of cancer in nodules identified by Lung cancer LDCT screening for a cost to the Company of $402,250. As of September 30, 2025, $281,575 is still to be paid by the Company under this agreement. As of September 30, 2025, $120,675 is due by the Company under this agreement.

As of September 30, 2025, the total amount to be paid for future research and collaboration commitments was $ 1,368,809 and the payments remaining were as follows:

		Total Amount Remaining				2025 - Remaining
		$				$
National University of Taiwan			510,000				510,000
MD Anderson Cancer Center			245,319				245,319
Guys and St Thomas			130,928				130,928
Xenetic Biosciences			81,447				81,447
National University of Taiwan			281,575				281,575
Gustave Roussy			119,540				119,540
Total Collaborative Obligations			1,368,809				1,368,809

g) Other Commitments

Belgian Volition

In connection with the acquisition of the Company’s former subsidiary, Volition Germany GmbH, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing. Volition Germany has been dissolved and its assets transferred to Belgian Volition.

As of September 30, 2025, $229 is payable under the 6% royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $129,064.

VolitionRx

On February 5, 2025, the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $294,603 with fixed interest rate of 7.82%, maturing in November 2025. As of September 30, 2025, the maximum has been drawn down under this agreement and the principal balance payable was $64,993. The agreement is in relation to the directors and officers insurance policy.

h) Legal Proceedings

In the ordinary course of business, the Company may be subject to claims, counter-claims, lawsuits and other litigation of the type that generally arise from the conduct of its business. The Company knows of no legal proceedings which the Company believes will have a material adverse effect on its financial position.

i) Commitments in Respect of Corporate Goals and Performance-Based Awards

As of September 30, 2025, the Company has recognized total compensation expense of $1,522,980 of which $527,940 is in relation to RSUs from grants in 2022 that vested in 2023, $516,039 is in relation to RSUs from such grants that vested in 2024, and $479,001 is in relation to RSUs from such grants that will vest in 2025. The Company has unrecognized compensation expense of $1,505 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total				Vesting		Amortized				Amortized				Amortized				Amortized				Un-Amortized
Award				Year		2025				2024				2023				2022
$						$				$				$				$				$
	527,940			2023			-				-				393,853				134,087				-
	516,040			2024			-				190,833				260,119				65,088				-
	480,507			2025			83,213				171,519				177,584				46,686				1,505
	1,524,487						83,213				362,352				831,556				245,861				1,505

As of September 30, 2025, the Company had recognized total compensation expense of $606,864. The Company has unrecognized compensation expense of $65,511 in relation to the RSUs from grants in 2023, of which, $0 in relation to RSUs that will vest in 2025, and $65,511 in relation to RSUs that will vest in 2026 subject to the outcomes related to the prescribed performance targets on the outstanding awards.

Total				Vesting		Amortized				Amortized				Amortized				Un-Amortized
Award				Year		2025				2024				2023				2025
$						$				$				$				$
	242,902			2024			-				148,132				94,770				-
	218,081			2025			66,990				103,578				47,513				-
	211,392			2026			45,062				69,116				31,703				65,511
	672,375						112,052				320,826				173,986				65,511

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of cash bonuses of up to two months’ gross salary to the salaried employees of the Company and its affiliates, payable upon the achievement by the Company or its affiliates of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding. Pursuant to the terms of the grants, the Company would pay a cash bonus to such award recipients in their January 2026 monthly payroll upon the achievement of the corporate goals provided that the bonus recipient commenced employment prior to October 1, 2025 and continued employment until at least December 31, 2025, at the sole discretion of both the Chief Executive Officer and the Chief Financial Officer.

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of RSUs of 2,868,000 shares of common stock under the 2024 Plan, payable upon the achievement of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries in exchange for services provided to the Company. Pursuant to the terms of the grants, conditioned upon the achievement by the Company or its affiliates/subsidiaries of one or more of the corporate goals as set forth in the minutes of the Compensation Committee, as determined in the sole discretion of the Compensation Committee, these RSU will vest at a rate of approximately one-third vesting on each of March 17, 2026, March 17, 2027, and March 17, 2028 subject to continued service of the award recipient to the Company through the applicable vesting dates.

As of September 30, 2025, the Company had recognized total compensation expense of $484,380. The Company has unrecognized compensation expense of $979,980 in relation to the RSUs from grants in 2025, of which $224,055 is in relation to RSUs that will vest in 2026, $355,907 in relation to RSUs that will vest in 2027, and $400,018 in relation to RSUs that will vest in 2028 based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total				Vesting		Amortized				Un-Amortized				Cancelled
Award				Year		2025				2025				2025
$						$				$				$
	545,026			2026			264,065				224,055				56,906
	545,015			2027			132,213				355,907				56,895
	545,006			2028			88,102				400,018				56,886
	1,635,047						484,380				979,980				170,687