0001078782-19-000623.txt : 20190801 0001078782-19-000623.hdr.sgml : 20190801 20190801163313 ACCESSION NUMBER: 0001078782-19-000623 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190724 FILED AS OF DATE: 20190801 DATE AS OF CHANGE: 20190801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eight Corp Ltd CENTRAL INDEX KEY: 0001762625 STATE OF INCORPORATION: Y8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36833 FILM NUMBER: 19993160 BUSINESS ADDRESS: STREET 1: C/O CROWE MORGAN STREET 2: 8 ST. GEORGE'S STREET CITY: DOUGLAS STATE: Y8 ZIP: IM1 1AH BUSINESS PHONE: 011-44-1624-665100 MAIL ADDRESS: STREET 1: C/O CROWE MORGAN STREET 2: 8 ST. GEORGE'S STREET CITY: DOUGLAS STATE: Y8 ZIP: IM1 1AH REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cotterford Co Ltd CENTRAL INDEX KEY: 0001761462 STATE OF INCORPORATION: Y8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36833 FILM NUMBER: 19993161 BUSINESS ADDRESS: STREET 1: C/O CROWE MORGAN, 8 ST. GEORGE'S CITY: DOUGLAS STATE: Y8 ZIP: IM1 1AH BUSINESS PHONE: 011-44-1624-665100 MAIL ADDRESS: STREET 1: C/O CROWE MORGAN, 8 ST. GEORGE'S CITY: DOUGLAS STATE: Y8 ZIP: IM1 1AH ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VOLITIONRX LTD CENTRAL INDEX KEY: 0000093314 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 911949078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY STREET 2: GALLERIA OAKS B, SUITE 125 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 1 (646) 650-1351 MAIL ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY STREET 2: GALLERIA OAKS B, SUITE 125 CITY: AUSTIN STATE: TX ZIP: 78738 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD CAPITAL CORP DATE OF NAME CHANGE: 19990812 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2019-07-24 0 0000093314 VOLITIONRX LTD VNRX 0001762625 Eight Corp Ltd C/O CROWE MORGAN 8 ST. GEORGE'S STREET DOUGLAS Y8 IM1 1AH ISLE OF MAN 0 0 1 0 0001761462 Cotterford Co Ltd C/O CROWE MORGAN, 8 ST. GEORGE'S DOUGLAS Y8 IM1 1AH ISLE OF MAN 0 0 1 0 Common Stock 11703151 I By Cotterford Company Limited Common Stock 338419 I By Hever Investments Limited The securities are owned by Cotterford Company Limited ("Cotterford"). Eight Corporation Limited ("ECL") serves as the sole director of Cotterford, holds dispositive and voting control over the securities of the issuer owned by Cotterford, and may be deemed to have indirect beneficial ownership of the securities of the issuer held by Cotterford. ECL owns no securities of the issuer directly and disclaims beneficial ownership of such securities owned by Cotterford, except to the extent of its pecuniary interest therein. The securities are owned by Hever Investments Limited ("Hever"). ECL serves as the sole director of Hever, holds dispositive and voting control over the securities of the issuer owned by Hever, and may be deemed to have indirect beneficial ownership of the securities of the issuer held by Hever. ECL owns no securities of the issuer directly and disclaims beneficial ownership of such securities owned by Hever except to the extent of its pecuniary interest therein. /s/ Amy Slee, Director of Eight Corporation Limited 2019-07-30 /s/ Amy Slee, Director of Eight Corporation Limited, Director of Cotterford Company Limited 2019-07-30 EX-24 2 eightpoa080119_ex24z1.htm POWER OF ATTORNEY Power of Attorney

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints James Bartholomew McCarney and David John Morgan, or any of them signing individually, the undersigned's true and lawful attorney-in-fact (each, an “Attorney-in-Fact”) to: 

 

(1)complete and execute, for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or beneficial owner of more than ten percent (10%) of any equity securities of VolitionRx Limited, a Delaware corporation (the “Company”), Forms 3, 4 and 5, and Schedules 13D and 13G, and such other forms and documents, including any amendments to any of the foregoing, as such Attorney-In-Fact shall in his or her discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of, or in respect of, the undersigned’s ownership, acquisition or disposition of securities of the Company; 

 

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and schedules, including any amendments thereto, and timely file such forms and schedules, including any amendments thereto, with the United States Securities and Exchange Commission (the “SEC”), and any securities exchange or similar authority; and 

 

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information as such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion. 

 

The undersigned hereby grants to each such Attorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such Attorney-in-Fact, or each such Attorney-in-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each of the foregoing Attorneys-in-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16(a) and Section 13(d) of the Exchange Act.

 

The undersigned agrees that each such Attorney-in-Fact may rely entirely on information furnished orally or in writing by the undersigned to each such Attorney-in-Fact.  The undersigned also agrees to indemnify and hold harmless the Company and each such Attorney-in-Fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such Attorney-in-Fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and 13G, including any amendments thereto, and agrees to reimburse the Company and each such Attorney-in-Fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and 13G, with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-in-Fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30 day of July, 2019. 

 

 

 

EIGHT CORPORATION LIMITED

 

 

 

 

 

By:     /s/ Amy Slee                                       

 

Amy Slee, Director 

 

 EX-24 3 cotterfordpoa080119_ex24z1.htm POWER OF ATTORNEY Power of Attorney

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints James Bartholomew McCarney and David John Morgan, or any of them signing individually, the undersigned's true and lawful attorney-in-fact (each, an “Attorney-in-Fact”) to: 

 

(1)complete and execute, for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or beneficial owner of more than ten percent (10%) of any equity securities of VolitionRx Limited, a Delaware corporation (the “Company”), Forms 3, 4 and 5, and Schedules 13D and 13G, and such other forms and documents, including any amendments to any of the foregoing, as such Attorney-In-Fact shall in his or her discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of, or in respect of, the undersigned’s ownership, acquisition or disposition of securities of the Company; 

 

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and schedules, including any amendments thereto, and timely file such forms and schedules, including any amendments thereto, with the United States Securities and Exchange Commission (the “SEC”), and any securities exchange or similar authority; and 

 

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information as such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion. 

 

The undersigned hereby grants to each such Attorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such Attorney-in-Fact, or each such Attorney-in-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each of the foregoing Attorneys-in-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16(a) and Section 13(d) of the Exchange Act. 

 

The undersigned agrees that each such Attorney-in-Fact may rely entirely on information furnished orally or in writing by the undersigned to each such Attorney-in-Fact.  The undersigned also agrees to indemnify and hold harmless the Company and each such Attorney-in-Fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such Attorney-in-Fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and 13G, including any amendments thereto, and agrees to reimburse the Company and each such Attorney-in-Fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and 13G, with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-in-Fact. 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30 day of July, 2019. 

 

 

COTTERFORD COMPANY LIMITED

 

 

 

By:

EIGHT CORPORATION LIMITED, as Director

 

 

 

 

 

 

 

 

By:     /s/ Amy Slee                                                       

Amy Slee, Director