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Share Name | Share Symbol | Market | Type |
---|---|---|---|
VirnetX Holding Corp | NYSE:VHC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.01 | 0.14% | 7.12 | 7.43 | 7.00 | 7.00 | 2,582 | 01:00:00 |
Delaware
|
77-0390628
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Large Accelerated filer
|
☐ |
Accelerated filer
|
☐ | |||
Non-Accelerated filer
|
☒ |
Smaller reporting company
|
☒ |
Item 3.
|
Incorporation of Documents by Reference.
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(a)
|
The Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2023 filed with the Commission on March 15, 2024, and as amended by Amendment No. 1 to the Annual Report on Form 10-K/A filed with the Commission on April 18, 2024, pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”);
|
(b)
|
The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Commission on May 15, 2024, and the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Commission on August 14, 2024, pursuant to
Section 13 of the Exchange Act;
|
(c)
|
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred
to in (a) above (other than the portions of these documents deemed to have been furnished and not filed in accordance with the rules of the Commission); and
|
(d)
|
The description of the Registrant’s shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-33852) filed with the Commission on July 17, 2020, and including any
amendments or reports filed for the purpose of updating such description.
|
Item 4. |
Description of Securities.
|
Item 5. |
Interests of Named Experts and Counsel.
|
Item 6. |
Indemnification of Directors and Officers.
|
• |
The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law. Delaware law
provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
|
• |
The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.
|
• |
The Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately
determined that such person is not entitled to indemnification.
|
Item 7. |
Exemption from Registration Claimed.
|
Item 8.
|
Exhibits.
|
Incorporated by Reference
|
||||||||||||
Exhibit
No.
|
Exhibit
|
Form
|
File No.
|
Filing
Date
|
Exhibit
No.
|
Filed
Herewith
|
||||||
4.1
|
S-3
|
333-226413
|
07/30/2018
|
4.1
|
||||||||
5.1
|
X
|
|||||||||||
23.1
|
X
|
|||||||||||
23.2
|
X
|
|||||||||||
24.1
|
X
|
|||||||||||
99.1*
|
8-K
|
001-33852
|
06/18/2024
|
10.1
|
||||||||
99.2*
|
10-K
|
001-33852
|
03/02/2015
|
10.6
|
||||||||
99.3*
|
10-K
|
001-33852
|
03/02/2015
|
10.7
|
||||||||
99.4*
|
10-Q
|
001-33852
|
08/11/2023
|
10.2
|
||||||||
107
|
X
|
*
|
Indicates management contract or compensatory plan, contact or arrangement.
|
Item 9.
|
Undertakings.
|
(a) |
The undersigned Registrant hereby undertakes:
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Table” table in the effective Registration Statement; and
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
(2) |
For the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
It will remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
VIRNETX HOLDING CORPORATION
|
|
By:
|
/s/ Kendall Larsen
|
||
Kendall Larsen
|
|||
Chief Executive Officer
|
|||
By:
|
/s/ Katherine Allanson
|
||
Katherine Allanson
|
|||
Chief Financial Officer
|
Signature
|
Title
|
Date
|
||
/s/ Kendall Larsen
|
Chief Executive Officer, President and Chairperson of the Board
(Principal Executive Officer)
|
August 14, 2024
|
||
Kendall Larsen
|
||||
/s/ Katherine Allanson
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
August 14, 2024
|
||
Katherine Allanson
|
||||
/s/ Gary W. Feiner
|
Director
|
August 14, 2024
|
||
Gary W. Feiner
|
||||
/s/ Michael F. Angelo
|
Director
|
August 14, 2024
|
||
Michael F. Angelo
|
||||
/s/ Heidy Chow
|
Director
|
August 14, 2024
|
||
Heidy Chow
|
||||
/s/ Thomas M. O’Brien
|
Director
|
August 14, 2024
|
||
Thomas M. O’Brien
|
![]() |
Wilson Sonsini Goodrich & Rosati
Professional Corporation 650 Page Mill Road
Palo Alto, California 94304-1050 o: 650.493.9300
f: 650.493.6811 |
Re: |
Registration Statement on Form S-8
|
Very truly yours,
|
|
WILSON SONSINI GOODRICH & ROSATI
|
|
Professional Corporation
|
|
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
|
/s/ Farber Hass Hurley LLP
|
|
Farber Hass Hurley LLP
|
Table 1 – Newly Registered Securities
|
|||||||
Security Type
|
Security Class Title
|
Fee Calculation Rule
|
Amount to be
Registered (1)
|
Proposed Maximum
Offering Price
Per Share (2)
|
Proposed Maximum
Aggregate
Offering Price (2)
|
Fee Rate
|
Amount of
Registration
Fee
|
Equity
|
Common Stock, $0.0001 par value per share reserved for issuance pursuant to the Amended and Restated 2013 Equity Incentive Plan
|
Rule 457(c) and Rule 457(h)
|
1,000,000(3)
|
$6.16
|
$6,160,000.00
|
0.00014760
|
$909.22
|
Total Offering Amounts
|
$6,160,000.00
|
$909.22
|
|||||
Total Fee Offsets(4)
|
-
|
||||||
Net Fee Due
|
$909.22
|
(1) |
This Registration Statement shall also cover any additional shares which become issuable under the Amended and Restated 2013 Equity Incentive Plan by reason of any stock
dividend, stock split, capitalization of reserves and premiums or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant.
|
(2) |
Calculated solely for the purposes of this offering under Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low
prices of the Registrant’s shares as reported on New York Stock Exchange on August 7, 2024.
|
(3) |
Reflects an increase to the number of shares of the Registrant’s common stock reserved for issuance under the Amended and Restated 2013 Equity Incentive Plan, as approved by the
Registrant’s stockholders at the Registrant’s annual meeting held on June 13, 2024.
|
(4) |
The Registrant does not have any fee offsets.
|
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