SEC Comment Letter for VOLITIONRX LTD (VNRX) (CIK 0000093314) (VNRX) — Jun 22, 2015
VOLITIONRX LTD (VNRX) (CIK 0000093314)
Date: June 22, 2015 · CIK: 0000093314 · Accession: 0000000000-15-032813
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File numbers found in text: 333-195213
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June 22, 2015
Via E -mail
Cameron Reynolds
President, Principal Executive Officer and Director
VolitionRx Limited
1 Scotts Road
#24-05 Shaw Centre
Singapore 228208
Re: VolitionRx Limited
Post-Effective Amendment No. 1 to Form S -1 on Form S-3
Filed June 12, 2015
File No. 333-195213
Dear Mr. Reynolds :
This is to advise you that we have not reviewed and will not review your registration
statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration
statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and
the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Cameron Reynolds
VolitionRx Limited
June 22, 2015
Page 2
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .
Please contact Christina De Rosa at (202) 551 -3577 or me at (202) 551 -3715 with any
questions.
Sincerely,
/s/ Daniel Greenspan for
Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
Marc G. Alcser, Esq.
Stradling Yocca Carlson & Rauth, P.C.
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660