Filing Details

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

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

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

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

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

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