UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2023
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number: 001-33852
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 775 -548-1785
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Emerging growth company
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Smaller reporting company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30,
2023, was $29,557,799 based upon the closing price of the common shares of the registrant on June 30, 2023. This calculation does not
reflect a determination that certain persons are affiliates of the registrant for any other purpose.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Amendment No. 1 to the Annual Report on Form 10-K/A, to the extent not set forth
herein, is incorporated by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2023 relating to the registrant’s 2024 Annual Meeting of
Stockholders.
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Auditor Location: |
PCAOB ID:
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EXPLANATORY NOTE
This Form 10-K/A is filed to amend Part IV, Item 15 (Exhibits and Financial Statement Schedules) of the Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, as filed on March 15, 2024 (the “Original Annual Report”), of VirnetX Holding Corporation (“we”, “us”, “our”, “the Company” or “VirnetX”), to include the following exhibits: (1) Offer Letter by and
between Darl C. McBride and the Company, dated as of December 22, 2023; (2) Outside Director Compensation Policy, as adopted on November 30, 2023; and (3) Compensation Recovery Policy of the Company as adopted November 8, 2023.
Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Annual Report. Furthermore, this
Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Annual Report. As such, information not affected by this Form 10-K/A remains unchanged and reflects the
disclosures made at the time the Original Annual Report was filed. Accordingly, this Form 10-K/A should be read in conjunction with the Original Annual Report and other filings of VirnetX Holding Corporation with the Securities and Exchange
Commission.
PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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Financial Statements: See the Index to Consolidated Financial Statements under Item 8 of the Original Annual Report.
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Financial Statement Schedule: Financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto. All other schedules are omitted because of the
absence of conditions under which they are required or because the required information is given in the financial statements or the notes thereto.
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Exhibits:
The documents listed in the Exhibit Index of this Amendment No. 1 to the Annual Report on Form 10-K/A are incorporated by reference or are filed with this Amendment No. 1 to the Annual Report on Form 10-K/A, in each case as indicated
therein (numbered in accordance with Item 601 of Regulation S-K).
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EXHIBIT INDEX
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Exhibit
Number
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Description
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Incorporated by reference herein
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Form
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Exhibit
No.
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Filing Date
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File No.
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Filed
Herewith |
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3.1
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8-K
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3.1
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11/01/2007
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000-26895
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3.2
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8-K
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3.1
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10/25/2023
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001-33852
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3.3
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8-K
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3.1
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1/27/2023
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001-33852
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4.2
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S-3
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4.1
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07/30/2018
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333-226413
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4.3
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S-3
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4.2
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07/30/2018
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333-226413
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4.4
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S-3
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4.4
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07/30/2018
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333-226413
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4.5
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10-K
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4.6
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03/16/2020
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001-33852
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10.1
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10-K
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10.1
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03/18/2019
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001-33852
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10.2*
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10-Q
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10.2
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05/10/2012
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001-33852
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10.3*
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10-Q
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4.5
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05/10/2011
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001-33852
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10.4*
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10-Q
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10.3
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05/10/2012
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001-33852
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10.5*
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DEF 14A
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Appendix A
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04/13/2021
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001-33852
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10.6*
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S-8
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10.1
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06/15/2023
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333-272677
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10.7*
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10-K
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10.6
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03/02/2015
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001-33852
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10.8*
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10-K
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10.7
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03/02/2015
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001-33852
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10.9*
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10-Q
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10.2
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08/11/2023
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001-33852
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10.10
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8-K
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10.4
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07/12/2007
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000-26895
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10.11**
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8-K
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10.6
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07/12/2007
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000-26895
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10.12
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8-K
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10.1
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03/18/2008
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001-33852
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10.13
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8-K
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10.5
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07/12/2007
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000-26895
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10.14
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8-K
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10.7
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07/12/2007
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000-26895
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10.15
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8-K
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10.8
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07/12/2007
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000-26895
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10.16**
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10-Q/A
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10.1
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01/31/2011
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001-33852
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10.17**
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10-K
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10.23
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03/02/2015
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001-33852
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10.18*
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10-Q
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10.1
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11/08/2021
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001-33852
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10.19*
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X
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10.20
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8-K
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10.1
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03/30/2023
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001-33852
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10.21
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10-Q
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10.2
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05/15/2023
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001-33852
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10.22*
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X
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21.1
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10-K
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21.1
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03/16/2021
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001-33852
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23.1
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10-K
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23.1
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3/15/2024
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001-33852
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24.1
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10-K
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24.1
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3/15/2024
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001-33852
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31.1
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10-K
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31.1
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3/15/2024
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001-33852
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31.2
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10-K
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31.2
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3/15/2024
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001-33852
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31.3
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X
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31.4
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X
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32.1†
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10-K
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32.1
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3/15/2024
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001-33852
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32.2†
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10-K
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32.2
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3/15/2024
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001-33852
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97.1*
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X
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101.INS
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XBRL Instance Document
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X
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101.SCH
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XBRL Taxonomy Extension Schema Document
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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X
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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X
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Indicates management contract or compensatory plan.
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Confidential treatment has been granted by the SEC as to certain portions of this exhibit.
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Portions of this exhibit have been omitted pending a determination by the SEC as to whether these portions should be granted confidential treatment.
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| † |
The certifications attached as Exhibit 32.1 and 32.2 that accompany this Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing
of VirnetX Holding Corporation under the Securities Act or the Exchange Act, whether before or after the date of this Report, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
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VirnetX Holding Corporation
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By:
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/s/ Kendall Larsen
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Name: Kendall Larsen
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Title: Chief Executive Officer and President
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Dated: April 18, 2024
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