UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

VolitionRx Limited

________________________________________________________________________________________________________

(Name of Issuer)

Common Stock, $0.001 par value per share

________________________________________________________________________________________________________

(Title of Class of Securities)

928661107

________________________________________________________________________________________________________

(CUSIP Number)

August 10, 2018

________________________________________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[X]  Rule 13d-1(b)

[   ]  Rule 13d-1(c)

[   ]  Rule 13d-1(d)

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 

________________________________________________________________________________________________________

 

 

 


 

CUSIP No. 928661107

 

13G

 

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

(ENTITIES ONLY)

 

COTTERFORD COMPANY LIMITED

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [   ]  (b) [   ]

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ISLE OF MAN

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

11,088,947 (1)

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

11,088,947 (1)

 9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,088,947 (1)

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

27.5% (2)

12

 

TYPE OF REPORTING PERSON

 

FI

 

(1)Includes (i) 6,088,947 shares of VolitionRx Limited, or Company, common stock, par value $0.001 per share and (ii) warrants to purchase 5,000,000 shares of Company common stock that are exercisable within 60 days, each held by Cotterford Company Limited. 

(2)Based on 35,335,378 issued and outstanding shares of Company common stock as of November 2, 2018, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2018. 

 

 


 

 

CUSIP No. 928661107

 

13G

 

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

(ENTITIES ONLY)

 

HEVER INVESTMENTS LIMITED

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [   ]  (b) [   ]

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ISLE OF MAN

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

788,529 (1)

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

788,529 (1)

 9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

788,529 (1)

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.2% (2)

12

 

TYPE OF REPORTING PERSON

 

FI

 

(1)Includes 788,529 shares of Company common stock held by Hever Investments Limited. 

(2)Based on 35,335,378 issued and outstanding shares of Company common stock as of November 2, 2018, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2018. 


CUSIP No. 928661107

 

13G

 

 

 

 

1

 

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

(ENTITIES ONLY)

 

EIGHT CORPORATION LIMITED

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [   ] (b) [   ]

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ISLE OF MAN

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

11,877,476 (1)(2)

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

11,877,476 (1)(2)

 9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,877,476 (1)(2)

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

29.4% (3)

12

 

TYPE OF REPORTING PERSON

 

FI

 

(1)Includes (i) 6,088,947 shares of Company common stock, and (ii) warrants to purchase 5,000,000 shares of Company common stock that are exercisable within 60 days, each held by Cotterford Company Limited. 

(2)Includes 788,529 shares of Company common stock held by Hever Investments Limited. 

(3)Based on 35,335,378 issued and outstanding shares of Company common stock as of November 2, 2018, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2018. 

 

  


CUSIP No. 928661107

 

13G

 

 

 

Item 1(a)

Name of Issuer: 

 

 

VolitionRx Limited

 

 

Item 1(b)

Address of Issuer’s Principal Executive Offices: 

 

 

1 Scotts Road

 

24-05 Shaw Centre

Singapore 228208 

 

 

Item 2(a)

Name of Person Filing: 

 

 

This Schedule 13G is being filed jointly by Cotterford Company Limited (“Cotterford”), Hever Investments Limited (“Hever”), and Eight Corporation Limited (“ECL”) (each a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of Common Stock, $0.001 par value, of VolitionRx Limited.

 

 

Item 2(b)

Address of Principal Business Office or, If None, Residence 

 

 

The address of the principal business office of each of the Reporting Persons is:

 

c/o Crowe Morgan

8 St. George’s Street

Douglas, Isle of Man IM1 1AH

 

 

Item 2(c)

Citizenship: 

 

 

Cotterford, Hever and ECL were formed in the jurisdiction of the Isle of Man.

 

 

Item 2(d)

Title of Class of Securities: 

 

 

Common Stock, par value $0.001 per share 

 

 

Item 2(e)

CUSIP Number: 

 

 

928661107


CUSIP No. 928661107

 

13G

 

 

 

 

Item 3.

If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: 

 

(j)[X] A non-U.S. institution that is the functional equivalent of any of the institutions listed in section 240.13d-1(b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to the regulatory scheme applicable to the equivalent U.S. institution. 

 

 

Item 4.

Ownership 

 

 

 

A. Cotterford Company Limited (“Cotterford”)

 

 

 

(a)Amount beneficially owned: 11,088,947  

 

(b)Percent of Class: 27.5%  

 

(c)Number of shares as to which Cotterford has: 

 

(i)Sole power to vote or to direct the vote: 0 

 

(ii)Shared power to vote or to direct the vote: 11,088,947 

 

(iii)Sole power to dispose or to direct the disposition of: 0 

 

(iv)Shared power to dispose or to direct the disposition of: 11,088,947 

 

 

 

B.Hever Investments Limited (“Hever”) 

 

 

 

(a)Amount beneficially owned: 788,529 

 

(b)Percent of Class: 2.2% 

 

(c)Number of shares as to which Hever has: 

 

(i)Sole power to vote or to direct the vote: 0 

 

(ii)Shared power to vote or to direct the vote: 788,529 

 

(iii)Sole power to dispose or to direct the disposition of: 0 

 

(iv)Shared power to dispose or to direct the disposition of: 788,529 


CUSIP No. 928661107

 

13G

 

 

 

 

 

C.Eight Corporation Limited (“ECL”) 

 

(a)Amount beneficially owned: 11,877,476  

 

(b)Percent of Class: 29.4%  

 

(c)Number of shares as to which ECL has: 

 

(i)Sole power to vote or to direct the vote: 0 

 

(ii)Shared power to vote or to direct the vote: 11,877,476 

 

(iii)Sole power to dispose or to direct the disposition of: 0 

 

(iv)Shared power to dispose or to direct the disposition of: 11,877,476 

 

 

 

The percentage ownership for each of the Reporting Persons is based on 35,335,378 shares of Common Stock, par value $0.001 per share (the “Common Stock”) outstanding as of November 2, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 7, 2018.

 

Cotterford Company Limited directly owns 6,088,947 shares of Common Stock and warrants to purchase 5,000,000 shares of Common Stock exercisable within 60 days. Cotterford is an affiliate of Hever Investments Limited. Hever directly owns 788,529 shares of Common Stock. Cotterford and Hever are under common control by Eight Corporation Limited. Accordingly, ECL may be deemed to be a beneficial owner of such shares held by Cotterford and Hever. Amy Slee, a director of ECL, which is a director of each of Cotterford and of Hever, holds dispositive and voting control over the shares of Common Stock beneficially owned by Cotterford and Hever. Ms. Slee disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.

 Item 5.

Ownership of Five Percent or Less of a Class 

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [   ].

 

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person 

 

 

Not applicable. 

 

 

Item 7.

Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person 

 

 

Not applicable. 

 

 

Item 8.

Identification and Classification of Members of the Group 

 

 

Not applicable. 

 

 

Item 9.

Notice of Dissolution of Group 

 

 

Not applicable. 


 

CUSIP No. 928661107

 

13G

 

 

 

 

 

 

Item 10.

Certifications 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

________________________________________________________________________________________________________

 

 

 

 


CUSIP No. 928661107

 

13G

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

 

 

 

Dated: January 3, 2019

 

COTTERFORD COMPANY LIMITED

 

 

 

 

 

By:

EIGHT CORPORATION LIMITED, as Director

 

 

 

 

 

 

 

 

 

 

 

By:     /s/ Amy Slee                                        

         Amy Slee, Director

 

 

 

 

Dated: January 3, 2019

 

HEVER INVESTMENTS LIMITED

 

 

 

 

 

By:

EIGHT CORPORATION LIMITED, as Director

 

 

 

 

 

 

 

 

 

 

 

By:     /s/ Amy Slee                                        

         Amy Slee, Director

 

 

 

 

 

 

 

 

Dated: January 3, 2019

 

EIGHT CORPORATION LIMITED

 

 

 

 

 

 

 

By:     /s/ Amy Slee                                        

         Amy Slee, Director

 

 

 

 

 



LIST OF EXHIBITS

 

 

Exhibit No.Description 

 

AJoint Filing Agreement. 




Exhibit A

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of VolitionRx Limited, a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature pages follow]




IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the dates set forth below.

 

 

 

 

 

 

 

Dated: January 3, 2019

 

COTTERFORD COMPANY LIMITED

 

 

 

 

 

By:

EIGHT CORPORATION LIMITED, as Director

 

 

 

 

 

 

 

 

 

 

 

By:     /s/ Amy Slee                                        

         Amy Slee, Director

 

 

 

 

Dated: January 3, 2019

 

HEVER INVESTMENTS LIMITED

 

 

 

 

 

By:

EIGHT CORPORATION LIMITED, as Director

 

 

 

 

 

 

 

 

 

 

 

By:     /s/ Amy Slee                                        

         Amy Slee, Director

 

 

 

 

 

 

 

 

Dated: January 3, 2019

 

EIGHT CORPORATION LIMITED

 

 

 

 

 

 

 

By:     /s/ Amy Slee                                        

         Amy Slee, Director

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Joint Filing Agreement to Schedule 13G]