UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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,
, Nevada 89448
(Address of principal executive offices, including zip code)
(775 ) 548-1785
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
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. ☐
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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On July 17, 2020, VirnetX Holding Corporation, (the “Company”), announced that it has received approval to list its common stock, par value $0.0001
per share (the “Common Stock”), on the New York Stock Exchange (“NYSE”). The Company provided written notice on July 17, 2020 to the NYSE American LLC (“NYSE American”) of its intention to list its Common Stock on the NYSE and to simultaneously
delist such securities from the NYSE American. The Company anticipates that its Common Stock will begin trading on the NYSE at the commencement of trading on July 22, 2020 under the symbol “VHC”, and that until the close of trading on July 21,
2020, the Common Stock will continue to trade on the NYSE American under the symbol “VHC.” The Company’s Board of Directors has approved the transfer to the NYSE.
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Financial Statements and Exhibits.
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Exhibits
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Exhibit No.
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Description
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Press release dated July 27, 2020, dated “VirnetX Announces Voluntary Transfer Listing of its Common Stock to the New York Stock Exchange.”
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
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:
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Kendall Larsen | ||
| Title: | Chief Executive Officer | ||
Dated: July 17, 2020
Exhibit 99.1
VirnetX Announces Voluntary Transfer Listing of its Common Stock to the New York Stock Exchange
ZEPHYR COVE, Nevada.,– July 17, 2020 – VirnetX™ Holding Corporation (NYSE AMERICAN: VHC) (the “Company”, “VirnetX”), an Internet security software and technology
company, announced today that it has voluntarily chosen to transfer the listing of its common stock from the NYSE American LLC (“NYSE American”) to the New York Stock Exchange (“NYSE”).
VirnetX anticipates its common stock will begin trading on the NYSE (under its current ticker symbol “VHC”) at the commencement of trading on July 22, 2020, and that
its common stock will continue to trade on the NYSE American under the symbol “VHC” until the closing of trading on July 21, 2020.
“Moving to the NYSE ‘Big Board’ will be a very positive move for VirnetX,” said Kendall Larsen, VirnetX CEO and President. “We expect the NYSE will give us access to
a wider group of investors.”
VirnetX Holding Corporation is an Internet security software and technology company with patented technology for secure communications including 4G LTE and 5G
security. The Company’s software and technology solutions, including its secure domain name registry and Gabriel Connection Technology™, are designed to facilitate secure communications and to create a secure environment for real-time communication
applications such as instant messaging, VoIP, smart phones, e-Readers and video conferencing. The Company’s patent portfolio includes over 190 U.S. and foreign granted patents/validations and pending applications. For more information, please visit
www.virnetx.com.
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact, including statements relating to the Company’s uplisting to the NYSE, may
constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on expectations, estimates and projections, and certain assumptions made by management
and involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such
forward-looking statements, including but not limited to, statements relating to the Company’s uplisting to the NYSE. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described
from time to time in the Company’s reports and registration statements filed with the Securities and Exchange Commission, including those under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 16, 2020 and
subsequent filings with the Securities and Exchange Commission, as applicable. Many of the factors that will determine the outcome of the subject matter of this press release are beyond the Company’s ability to control or predict. Except as
required by law, the Company is under no duty to update any of the forward-looking statements after the date of this press release to conform to actual results.
Contact:
Investor Relations
VirnetX Holding Corporation
415.505.0456
ir@virnetx.com
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