0001140361-23-039281 | 10-Q | XBRL Viewer

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Office [Member]
Leases [Abstract]
Operating lease ROU assets	$ 18		$ 18		$ 45
Lease liability	18		18		45
Lease expense	13	$ 13	27	$ 27
Corporate Promotional and Marketing Facility [Member]
Leases [Abstract]
Operating lease ROU assets	499		499		$ 648
Lease expense	$ 75	$ 75	$ 150	$ 150

Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Equity

Note 6 — Equity

Common Stock

We issued no shares for options exercised during the three and six months ended June 30, 2023 or 2022, respectively. We issued 215,255 and 191,795 shares as a result of vesting RSUs during the three months ended June 30, 2023 and 2022, respectively. No shares were issued during the first three months of 2023 or 2022 as a result of vesting RSUs.

Warrants

In 2020, we issued warrants for the purchase of 25,000 shares of common stock at an exercise price of $5.75 per share, exercisable on the date of grant, expiring in April 2025. The weighted average fair value at the grant date was $4.16 per warrant. The fair value at the grant date was estimated utilizing the Black-Scholes valuation model with the following weighted average assumptions (i) dividend yield on our common stock of 0 percent (ii) expected stock price volatility of 97 percent (iii) a risk-free interest rate of 0.27 percent and (iv) and expected option term of 5 years.

Warrants Issued				Exercise Price				Outstanding and Exercisable December 31, 2022				Issued				Exercised				Terminated / Cancelled				Outstanding and Exercisable June 30, 2023			Expiration Date
	25,000			$	5.75				25,000				—				—				—				25,000		April 30, 2025

- Definition

The entire disclosure for equity.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) [Abstract]
Dividends per share (in dollars per share)	$ 0	$ 0	$ 1	$ 0

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator [Abstract]
Net (loss)	$ (11,379)	$ (4,437)	$ (15,846)	$ (7,757)
Denominator [Abstract]
Weighted-average basic shares outstanding (in shares)	71,466,000	71,255,000	71,445,000	71,244,000
Effect of dilutive securities (in shares)	0	0	0	0
Weighted-average diluted shares (in shares)	71,466,000	71,255,000	71,445,000	71,244,000
Basic (loss) per share (in dollars per share)	$ (0.16)	$ (0.06)	$ (0.22)	$ (0.11)
Diluted (loss) per share (in dollars per share)	$ (0.16)	$ (0.06)	$ (0.22)	$ (0.11)
Antidilutive securities excluded from the computation of diluted earnings per share (in shares)	6,974,580	7,520,546	6,974,580	7,520,546

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

Leases	6 Months Ended
Leases	Jun. 30, 2023
Leases [Abstract]
Leases	Note 8 — Leases We lease office space under an operating lease which expires on October 31, 2023. On June 30, 2023, the underlying ROU asset and lease liability totaled $18. On December 31, 2022, the underlying ROU asset and lease liability totaled $45. Lease expense totaled $13, for each of the three months ended June 30, 2023 and 2022. Lease expense totaled $27, for each of the six months ended June 30, 2023 and 2022. We also lease a facility for corporate promotional and marketing purposes which was prepaid at inception and expires in 2025, as amended. On June 30, 2023 and December 31, 2022, the ROU asset totaled $499 and $648, respectively. For the three and six months ended June 30, 2023, lease expense totaled $75 and $150, respectively. For the three and six months ended June 30, 2022, lease expense totaled $75 and $150, respectively.

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

The following table shows the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Numerator:
Net (loss)	$	(11,379	)	$	(4,437	)	$	(15,846	)	$	(7,757	)

Denominator:
Weighted-average basic shares outstanding		71,466			71,255			71,445			71,244
Effect of dilutive securities		—			—			—			—
Weighted-average diluted shares		71,466			71,255			71,445			71,244

Basic (loss) per share	$	(0.16	)	$	(0.06	)	$	(0.22	)	$	(0.11	)
Diluted (loss) per share	$	(0.16	)	$	(0.06	)	$	(0.22	)	$	(0.11	)

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
Income Taxes [Abstract]
Income Taxes	Note 3 — Income Taxes For the three months ended June 30, 2023, we recognized no income tax on loss before taxes of $11,379, which is an effective tax rate of 0.0%. For the six months ended June 30, 2023, we recognized an income tax benefit of $78 on loss of $15,924, which is an effective tax rate of 0.49%. The effective rate is lower than the statutory federal rate primarily due to the change in valuation allowance. For the three months ended June 30, 2022, we recognized an income tax expense of $373 on loss before taxes of $4,064, an effective tax rate of 9.18%. For the six months ended June 30, 2022, we recognized an income tax benefit of $684 on loss before taxes of $8,441, which is an effective tax rate of 8.10%. The effective rate is lower than the statutory federal rate primarily due to the effect of stock-based compensation and expiring options, requiring us to reduce our deferred tax asset. Management provided a full valuation allowance against net deferred income tax assets at June 30, 2023. Our tax years for 2005 and forward are subject to examination by the U.S. tax authority and various state tax authorities because we utilized the NOLs and tax credits generated in those years in 2020. The statute of limitation for those years shall expire three years after the date of filing 2020 income tax returns. We are required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. At December 31, 2022 and June 30, 2023, we have no uncertain tax positions. Our policy is to recognize interest and penalties accrued on uncertain tax positions as a component of income tax expense. We had no accrued interest or penalties related to uncertain tax positions at June 30, 2023.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying Condensed Consolidated Balance Sheet as of June 30, 2023, the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022, the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022, the Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022, and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In our opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position as of June 30, 2023, our results of operations for the three and six months ended June 30, 2023 and 2022, and our cash flows for the six months ended June 30, 2023 and 2022. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.

These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023.

Use of Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosure of contingent assets and liabilities. In some cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting policies and estimates, which we discuss further below. We have reviewed our critical accounting policies and estimates with the audit committee of our Board of Directors.

Basis of Consolidation

The consolidated financial statements include the accounts of VirnetX Holding Corporation and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Leases

The Company determines if an arrangement is a lease at inception in accordance with Accounting Standards Codification (“ASC”) Topic 842. Operating lease right-of-use (“ROU”) assets are included in Prepaid expenses, and other assets on the Condensed Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term (see Note 8 – Leases).

Revenue Recognition

The Company derives revenue from licensing and royalty fees from contracts with customers which can span several years. We account for this revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our revenue arrangements may consist of multiple-element arrangements, with revenue for each unit of accounting recognized as the product or service is delivered to the customer.

With the licensing of our patents, performance obligations are generally satisfied at a point in time as work is complete when our patent rights are transferred to our customers. We generally have no further obligation to our customers regarding our technology.

Certain contracts may require our customers to enter into a hosting arrangement with us and for these arrangements, revenue is recognized over time, generally over the life of the servicing contract.

The Company actively monitors and enforces its intellectual property rights, including seeking appropriate compensation from third parties that utilize the Company’s intellectual property without a license. As a result, the Company may, from time to time, receive payments as part of a settlement or compensation for a patent infringement dispute. Proceeds received are allocated to each element identified in the settlement or compensation, based on the fair value of each element. Generally, settlements and compensation may include the following elements: the value of a license or royalty agreement, cost reimbursement, damages, and interest. Elements identified related to licensing and royalty are recognized as revenue. Elements identified as reimbursed costs are generally recorded as a reduction to the reported expenses. Elements identified as damages or interest are generally recorded in other income in the condensed consolidated statement of operations.

Licensing Costs

Included in operating expenses in 2022 is a refund of licensing costs we incurred in conjunction with a favorable court decision relating to a patent infringement case.

Contingent Gains

ASC Topic 450-30-25, Contingent Gains, prohibits recognition of contingent gains until realized. Accordingly, we do not record contingent gains ahead of such realization. Management generally considers any such gains as realized only upon the collection of cash.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with maturities of three months or less at the date of purchase to be cash equivalents. Our cash and cash equivalents are not subject to significant interest rate risk due to the short maturities of these investments.

Investments

Investments are classified as available-for-sale and are recorded at fair market value. Unrealized gains and losses are reported as other comprehensive income. Realized gains and losses are recorded in income in the period they are realized using specific identification of each security’s cost basis. We invest our excess cash primarily in highly liquid debt instruments including corporate, government and federal agency securities, with contractual maturities less than two years. By policy, we limit the amount of credit exposure to any one issuer.

Property and Equipment

Property and equipment are stated at historical cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the accelerated and straight-line methods over the estimated useful lives of the assets, which range from five to seven years. Repair and maintenance costs are charged to expense as incurred.

Concentration of Credit Risk and Other Risks and Uncertainties

Our cash and cash equivalents are primarily maintained at two major financial institutions in the United States. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. A portion of those balances are insured by the Federal Deposit Insurance Corporation, or FDIC. During the six months ended June 30, 2023, we had, at times, funds that were uninsured. We do not believe that we are subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. We have not experienced any losses on our deposits of cash and cash equivalents.

Fair Value

The carrying amounts of our financial instruments, including cash equivalents, accounts payable, and accrued liabilities, approximate fair value because of their generally short maturities.

Intangible Assets

We record intangible assets at cost, less accumulated amortization. Amortization of intangible assets is provided over their estimated useful lives, which can range from three to 15 years, on either a straight-line basis or as revenue is generated by the assets.

Impairment of Long-Lived Assets

We identify and record impairment losses on long-lived assets used in operations when events and changes in circumstances indicate that the carrying amount of an asset might not be recoverable, but not less than annually. Recoverability is measured by comparison of the anticipated future net undiscounted cash flows to the related assets’ carrying value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset.

Research and Development

Research and development costs include expenses paid to outside development consultants and compensation related expenses for our engineering staff. Research and development costs are expensed as incurred.

Income Taxes

We account for income taxes using the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of our assets and liabilities. We calculate current and deferred tax provisions based on estimates and assumptions that could differ from actual results reflected on the income tax returns filed during the following years. Adjustments based on filed returns are recorded when identified in the subsequent years. The effect on deferred taxes for a change in tax rates is recognized in income in the period that the tax rate change is enacted. In assessing our deferred tax assets, we consider whether it is more likely than not that all or some portion of the deferred tax assets will not be realized.

The 2017 U.S. Tax Cuts and Jobs Act changes IRC Section 174, regarding capitalization of book research and development (“R&D”) expenses for income tax purposes. Effective for tax years beginning in 2022, IRC Section 174 requires the capitalization of book R&D expenses which are capitalized and amortized over 5 years for domestic R&D expenses and over 15 years for foreign R&D expenses. To date there has been limited guidance from the IRS on how to quantify the amount of book R&D expenses subject to capitalization, including the indirect expenses supporting the R&D function. Due to the limited guidance, some assumptions were made in our estimates.

A valuation allowance is provided for deferred income tax assets when, in our judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. We believe the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based, among other things, on an estimate of future taxable income in the United States and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against our net deferred income tax assets, we consider all available evidence, both positive and negative. We continually assess our ability to generate sufficient taxable income during future periods in which our deferred tax assets may be realized. If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our statements of operations.

We account for our uncertain tax positions in accordance with U.S. GAAP, which utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authority, or the statute of limitations expires. Positions previously recognized are reversed if and when we subsequently determine the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits, and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates.

Stock-Based Compensation

We account for stock-based compensation using the fair value recognition method in accordance with U.S. GAAP. We recognize these compensation costs on a straight-line basis over the requisite service period of the award, which is generally a vesting term of four years. We recognize forfeitures, if any, when they occur. In addition, we record stock-based compensation expense for awards granted to non-employees at fair value of the consideration received or the fair value of the equity instruments issued, as they vest, over the performance period (See Note 5 - Stock-Based Compensation).

Earnings per Share

Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued.

Fair Value of Financial Instruments

Fair value is the price that would result from an orderly transaction between market participants at the measurement date. A fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Level 2 measurements utilize either directly or indirectly observable inputs in markets other than quoted prices in active markets.

Our financial instruments are stated at amounts that equal, or approximate, fair value. When we estimate fair value, we utilize market data or assumptions that we believe market participants would use in pricing the financial instrument, including assumptions about risk and inputs to the valuation technique. We use valuation techniques, primarily the income and market approach, which maximizes the use of observable inputs and minimize the use of unobservable inputs for recurring fair value measurements.

Mutual funds: Valued at the quoted net asset value of shares held.

U.S. agency and treasury securities: Fair value measured at the closing price reported on the active market on which the individual securities are traded.

The following tables show the adjusted cost, gross unrealized gains, gross unrealized losses, and fair value of our securities by significant investment category as of June 30, 2023 and December 31, 2022.

	June 30, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Investments Available for Sale
Cash	$	1,693	$	—	$	—		$	1,693	$	1,693	$	—
Level 1:
Mutual funds		20,077		—		—			20,077		20,077		—
U.S. agency and treasury securities		44,645		3		(189	)		44,459		4,200		40,259
		64,722		3		(189	)		64,536		24,277		40,259
Total	$	66,415	$	3	$	(189	)	$	66,229	$	25,970	$	40,259

	December 31, 2022
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Investments Available for Sale
Cash	$	16,949	$	—	$	—		$	16,949	$	16,949	$	—
Level 1:
Mutual funds		66,493		—		—			66,493		66,493		—
U.S. agency and treasury securities		68,958		9		(386	)		68,581		3,119		65,462
		135,451		9		(386	)		135,074		69,612		65,462
Total	$	152,400	$	9	$	(386	)	$	152,023	$	86,561	$	65,462

Equity, Warrants (Details) - Warrants [Member] - Warrants Issued in 2020 [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2020	Dec. 31, 2022
Warrants [Abstract]
Weighted average fair value of warrants at grant date (in dollars per share)		$ 4.16
Dividend yield		0.00%
Volatility		97.00%
Risk-free rate		0.27%
Expected option term		5 years
Warrants issued (in shares)		25,000	25,000
Exercise price (in dollars per share)		$ 5.75	$ 5.75
Outstanding and exercisable (in shares)	25,000
Issued (in shares)	0
Exercised (in shares)	0
Terminated/ cancelled (in shares)	0
Outstanding and exercisable (in shares)	25,000
Expiration date	Apr. 30, 2025

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net (loss)	$ (15,846)	$ (7,757)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation	3	3
Deferred tax assets	0	(685)
Bad debt	11	0
Stock-based compensation	1,364	1,590
Changes in assets and liabilities:
Accounts receivables	(1)	(2)
Prepaid expenses and other assets	(79)	(134)
Accounts payable	24	12
Accrued payroll and related expenses	81	63
Accrued licensing costs	0	(355)
Other liabilities	(23)	(31)
Net cash used in operating activities	(14,466)	(7,296)
Cash flows from investing activities:
Purchase of investments	(25,753)	(13,203)
Proceeds from sale or maturity of investments	51,062	5,688
Net cash provided by (used in) investing activities	25,309	(7,515)
Cash flows from financing activities:
Payment of dividends	(71,429)	0
Payment of payroll taxes on vested restricted stock units	(5)	(29)
Net cash used in financing activities	(71,434)	(29)
Net change in cash and cash equivalents	(60,591)	(14,840)
Cash and cash equivalents, beginning of period	86,561	142,018
Cash and cash equivalents, end of period	25,970	127,178
Cash paid for income taxes	$ 0	$ 2

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Common Stock and Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Balance at Dec. 31, 2021	$ 236,452	$ (50,935)	$ (68)	$ 185,449
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for options/RSUs, net	(29)
Stock-based compensation	1,590
Net (loss)		(7,757)		(7,757)
Dividends		0
Change in unrealized investment gain/loss, net			(281)	(281)
Change in foreign currency translation, net			(6)	(6)
Balance at Jun. 30, 2022	238,013	(58,692)	(355)	178,966
Balance at Mar. 31, 2022	237,230	(54,255)	(242)	182,733
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for options/RSUs, net	(29)
Stock-based compensation	812
Net (loss)		(4,437)		(4,437)
Dividends		0
Change in unrealized investment gain/loss, net			(110)	(110)
Change in foreign currency translation, net			(3)	(3)
Balance at Jun. 30, 2022	238,013	(58,692)	(355)	178,966
Balance at Dec. 31, 2022	239,753	(87,195)	(314)	152,244
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for options/RSUs, net	(5)
Stock-based compensation	1,364
Net (loss)		(15,846)		(15,846)
Dividends		(71,429)
Change in unrealized investment gain/loss, net			110	110
Change in foreign currency translation, net			(4)	(4)
Balance at Jun. 30, 2023	241,112	(174,470)	(208)	66,434
Balance at Mar. 31, 2023	240,435	(163,091)	(208)	77,136
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for options/RSUs, net	(5)
Stock-based compensation	682
Net (loss)		(11,379)		(11,379)
Dividends		0
Change in unrealized investment gain/loss, net			3	3
Change in foreign currency translation, net			(3)	(3)
Balance at Jun. 30, 2023	$ 241,112	$ (174,470)	$ (208)	$ 66,434

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events On July 5, 2023 we issued 578,830 shares of restricted stock, with weighted average fair values at the date of grant of $0.48. Restricted stock is subject to forfeiture if service terminates prior to the shares vesting and is expensed ratably over the vesting period.

Business Description and Basis of Presentation (Details) - Patents [Member]	Jun. 30, 2023 Patent
Business Description [Abstract]
Number of patents and pending applications	205
U.S. [Member]
Business Description [Abstract]
Number of patents and pending applications	72
Foreign [Member]
Business Description [Abstract]
Number of patents and pending applications	133

Commitments and Related Party Transactions	6 Months Ended
Commitments and Related Party Transactions	Jun. 30, 2023
Commitments and Related Party Transactions [Abstract]
Commitments and Related Party Transactions	Note 4 — Commitments and Related Party Transactions We lease our office under an operating lease with a third party which expires on October 31, 2023 (see Note 8 - Leases). We entered into a service agreement for the use of an aircraft from K2 Investment Fund LLC (“LLC”) for business travel for employees of the Company. We incurred approximately $112 and $399 compared to $249 and $514 in fees and reimbursements to the LLC during the three and six months ended June 30, 2023 and 2022, respectively. We pay for the Company’s usage of the aircraft and have no rights to purchase. Our Chief Executive Officer and Chief Administrative Officer are the managing partners of the LLC and control the equity interests of the LLC. We entered into a 12-month non-exclusive agreement with the LLC for use of the plane at a rate of $8 per flight hour, with no minimum usage requirement. The agreement contains other terms and conditions and can be cancelled by either us or the LLC with 30 days’ notice. The agreement renews on an annual basis unless terminated by either party. Neither party has exercised their termination rights.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract]
Revenue	$ 2	$ 34	$ 4	$ 39
Operating expense:
Licensing costs	0	0	0	(4)
Research and development	4,755	1,255	6,123	2,482
Selling, general and administrative	7,366	3,046	11,913	6,231
Total operating expense	12,121	4,301	18,036	8,709
(Loss) from operations	(12,119)	(4,267)	(18,032)	(8,670)
Interest and other income, net	740	203	2,108	229
(Loss) before taxes	(11,379)	(4,064)	(15,924)	(8,441)
Income tax (expense) benefit	0	(373)	78	684
Net (loss)	$ (11,379)	$ (4,437)	$ (15,846)	$ (7,757)
Basic (loss) per share (in dollars per share)	$ (0.16)	$ (0.06)	$ (0.22)	$ (0.11)
Diluted (loss) per share (in dollars per share)	$ (0.16)	$ (0.06)	$ (0.22)	$ (0.11)
Weighted average shares outstanding - basic (in shares)	71,466	71,255	71,445	71,244
Weighted average shares outstanding - diluted (in shares)	71,466	71,255	71,445	71,244

Summary of Significant Accounting Policies (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) Institution	Dec. 31, 2022 USD ($)
Concentration of Credit Risk and Others Risks and Uncertainties [Abstract]
Number of financial institutions holding company's cash \| Institution	2
Stock-Based Compensation [Abstract]
Option vesting term	4 years
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Adjusted Cost	$ 66,415	$ 152,400
Fair Value	66,229	152,023
Cash [Member]
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Adjusted Cost	1,693	16,949
Fair Value	1,693	16,949
Total Investment Securities [Member]
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Adjusted Cost	64,722	135,451
Unrealized Gains	3	9
Unrealized Losses	(189)	(386)
Fair Value	64,536	135,074
Mutual Funds [Member]
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Adjusted Cost	20,077	66,493
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	20,077	66,493
U.S. Agency and Treasury Securities [Member]
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Adjusted Cost	44,645	68,958
Unrealized Gains	3	9
Unrealized Losses	(189)	(386)
Fair Value	$ 44,459	68,581
Minimum [Member]
Property and Equipment [Abstract]
Useful lives	5 years
Intangible Assets [Abstract]
Estimated useful lives	3 years
Maximum [Member]
Property and Equipment [Abstract]
Useful lives	7 years
Intangible Assets [Abstract]
Estimated useful lives	15 years
Recurring [Member]
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Cash and Cash Equivalents	$ 25,970	86,561
Investments Available for Sale	40,259	65,462
Recurring [Member] \| Cash [Member]
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Cash and Cash Equivalents	1,693	16,949
Recurring [Member] \| Level 1 [Member] \| Total Investment Securities [Member]
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Cash and Cash Equivalents	24,277	69,612
Investments Available for Sale	40,259	65,462
Recurring [Member] \| Level 1 [Member] \| Mutual Funds [Member]
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Cash and Cash Equivalents	20,077	66,493
Investments Available for Sale	0	0
Recurring [Member] \| Level 1 [Member] \| U.S. Agency and Treasury Securities [Member]
Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets [Abstract]
Cash and Cash Equivalents	4,200	3,119
Investments Available for Sale	$ 40,259	$ 65,462
Highly Liquid Debt Investments [Member] \| Maximum [Member]
Investments [Abstract]
Contractual maturities of investment securities	2 years

Litigation (Details) $ in Thousands	Apr. 07, 2023	Oct. 30, 2020 USD ($) Patent Infringment $ / Device	Sep. 25, 2020 Appeal	Nov. 06, 2012 USD ($) $ / Device
VirnetX Inc. v. Cisco Systems, Inc. (USCAFC Case 23-1765) [Member]
Litigation [Abstract]
Opening brief due period	60 days
Positive Outcome of Litigation [Member] \| VirnetX Inc. v. Apple, Inc. (Case 6:12-CV-00855-LED) ("Apple II") [Member]
Litigation [Abstract]
Amount of damages awarded in patent infringement case \| $		$ 502,800		$ 502,600
Royalty rate per device used in calculating infringement damages				1.2
Number of patents allegedly infringed upon by Apple, Inc. \| Patent		2
Damages awarded per accused device		0.84
Number of infringing units \| Infringment		598,629,580
Positive Outcome of Litigation [Member] \| VirnetX Inc. v. The Mangrove Partners (Case 20-2271 and Case 20-2272) ("Consolidated Appeal") [Member]
Litigation [Abstract]
Number of appeals consolidated \| Appeal			2

Stock Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation [Abstract]
Additional shares authorized (in shares)	3,500,000
Shares available for grant (in shares)	5,253,971	5,253,971				5,253,971
Stock-based compensation expense						$ 1,364	$ 1,590
Taxes paid on cashless exercise of restricted stock units						5	29
General and Administrative Expense [Member]
Share-based Compensation [Abstract]
Stock-based compensation expense		$ 393		$ 487		764	953
Research and Development Expense [Member]
Share-based Compensation [Abstract]
Stock-based compensation expense		$ 289		$ 325		$ 600	$ 637
Stock Options [Member]
Share-based Compensation [Abstract]
Options granted (in shares)		37,500		801,004		37,500	801,004
Weighted average grant date fair value (in dollars per share)		$ 0.35		$ 1.09		$ 0.35	$ 1.09
Dividend yield						0.00%	0.00%
Volatility						81.00%	86.00%
Risk free interest rate						4.00%	3.00%
Expected term						6 years	6 years
Unrecognized stock-based compensation expense expected to be recognized related to unvested stock options	$ 3,009	$ 3,009				$ 3,009
Weighted average amortization period						2 years 3 months
Common stock issued upon exercise of options (in shares)		0		0		0	0
Number of stock options returned to plan upon expiration (in shares)		213,125		255,000		253,125	255,000
Stock options expiration period		10 years		10 years		10 years	10 years
Restricted Stock Units (RSUs) [Member]
Share-based Compensation [Abstract]
RSUs granted (in shares)		24,999	0	258,363	0
Weighted average fair value at date of grant (in dollars per share)		$ 0.5		$ 1.46
Taxes paid on cashless exercise of restricted stock units		$ 5		$ 29
Unrecognized stock-based compensation expense expected to be recognized related to unvested RSUs	$ 1,074	$ 1,074				$ 1,074
Weighted average amortization period						2 years 2 months 26 days
Common stock issued upon vesting RSUs (in shares)		215,255	0	191,795	0

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 25,970	$ 86,561
Investments available for sale	40,259	65,462
Accounts receivables	4	14
Prepaid expenses and other current assets	480	224
Total current assets	66,713	152,261
Prepaid expenses and other assets	526	703
Property and equipment, net	8	11
Total assets	67,247	152,975
Current liabilities:
Accounts payable and accrued liabilities	397	373
Accrued payroll and related expenses	392	311
Accrued dividends	0	0
Other liabilities, current	24	47
Total current liabilities	813	731
Other liabilities	0	0
Total liabilities	813	731
Commitments and contingencies (Note 4)
Stockholders' equity:
Preferred stock, par value $0.0001 per share Authorized: 10,000,000 shares at June 30, 2023 and December 31, 2022; Issued and outstanding: 0 shares at June 30, 2023 and December 31, 2022	0	0
Common stock, par value $0.0001 per share Authorized: 100,000,000 shares at June 30, 2023 and December 31, 2022; Issued and outstanding: 71,639,905 shares at June 30, 2023 and 71,424,650 at December 31, 2022	7	7
Additional paid-in capital	241,105	239,746
Accumulated deficit	(174,470)	(87,195)
Accumulated other comprehensive loss	(208)	(314)
Total stockholders' equity	66,434	152,244
Total liabilities and stockholders' equity	$ 67,247	$ 152,975

Stock Based Compensation	6 Months Ended
Stock Based Compensation	Jun. 30, 2023
Stock Based Compensation [Abstract]
Stock Based Compensation	Note 5 — Stock Based Compensation Our stockholders approved the Amended and Restated Equity Incentive Plan (the “A&R Plan”) at our annual shareholders’ meeting in June 2023, which added 3,500,000 shares to the plan. Our prior plan expired March 29, 2023; no further awards will be made under the prior plan, but the A&R Plan will govern awards granted under the prior plan. At June 30, 2023, there were 5,253,971 shares available for grant under the A&R Plan. Stock-based compensation expense included in general and administrative expense was $393 and $487, and in research and development expense was $289 and $325, for the three months ended June 30, 2023 and 2022, respectively. Stock-based compensation expense included in general and administrative expense was $764 and $953, and in research and development expense was $600 and $637, for the six months ended June 30, 2023 and 2022, respectively. During the three months ended June 30, 2023, we granted options for a total of 37,500 shares with a weighted average grant date fair value of $0.35 per option. During the three months ended June 30, 2022, we granted options for a total of 801,004 shares with a weighted average grant date fair value of $1.09 per option. During the six months ended June 30, 2023, we granted options for a total of 37,500 shares with a weighted average grant date fair value of $0.35 per option. We estimated the fair value of the options on the date of grant utilizing the Black-Scholes valuation model with the following assumptions: (i) 0 percent dividend yield, (ii) 81 percent volatility, (iii) 4% risk free rate and (iv) 6 years expected term. During the six months ended June 30, 2022, we granted options for a total of 801,004 shares with a weighted average grant date fair value of $1.09 per option. We estimated the fair value of the options on the date of grant utilizing the Black-Scholes valuation model with the following assumptions: (i) 0 percent dividend yield, (ii) 86 percent volatility, (iii) 3 percent risk free rate and (iv) 6 years expected term. During the three months ended June 30, 2023 and 2022, we granted 24,999 and 258,363 RSUs respectively, with weighted average fair values at the date of grant of $0.50 and $1.46, respectively. RSUs, which are subject to forfeiture if service terminates prior to the shares vesting, are expensed ratably over the vesting period. During the three months ended June 30, 2023 and 2022, we paid $5 and $29 in withholding taxes on shares issued upon conversion of RSUs, respectively. The underlying shares were cancelled. The amounts are reflected as financing costs in the accompanying statement of cash flows. No RSUs were granted during the first three months of 2023 or 2022. As of June 30, 2023, the unrecognized stock-based compensation expense related to non-vested stock options and RSUs was $3,009 and $1,074, respectively, which will be amortized over an estimated weighted average period of approximately 2.25 and 2.24 years, respectively. During the three and six months ended June 30, 2023 and 2022 no options were exercised. During the three months ended June 30, 2023 and 2022, we issued 215,255 and 191,795 shares as a result of vesting RSUs, respectively. No shares were issued during the first three months of 2023 or 2022 as a result of vesting RSUs. During the three ended June 30, 2023 and 2022, there were 213,125 and 255,000 options returned to the plan due to the 10-year expiration for unexercised options respectively. During six months ended June 30, 2023 and 2022, there were 253,125 and 255,000 options returned to the plan due to the 10-year expiration for unexercised options respectively.

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Adjusted Cost, Gross Unrealized Gains, Gross Unrealized Losses and Fair Value of Financial Assets

	June 30, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Investments Available for Sale
Cash	$	1,693	$	—	$	—		$	1,693	$	1,693	$	—
Level 1:
Mutual funds		20,077		—		—			20,077		20,077		—
U.S. agency and treasury securities		44,645		3		(189	)		44,459		4,200		40,259
		64,722		3		(189	)		64,536		24,277		40,259
Total	$	66,415	$	3	$	(189	)	$	66,229	$	25,970	$	40,259

	December 31, 2022
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Investments Available for Sale
Cash	$	16,949	$	—	$	—		$	16,949	$	16,949	$	—
Level 1:
Mutual funds		66,493		—		—			66,493		66,493		—
U.S. agency and treasury securities		68,958		9		(386	)		68,581		3,119		65,462
		135,451		9		(386	)		135,074		69,612		65,462
Total	$	152,400	$	9	$	(386	)	$	152,023	$	86,561	$	65,462

Equity, Common Stock (Details) - shares	3 Months Ended				6 Months Ended
Equity, Common Stock (Details) - shares	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Restricted Stock Units (RSUs) [Member]
Common Stock [Abstract]
Common stock issued upon vesting RSUs (in shares)	215,255	0	191,795	0
ATM Agreement [Member] \| Common Stock [Member]
Common Stock [Abstract]
Number of shares of common stock issued for options (in shares)	0		0		0	0

Litigation	6 Months Ended
Litigation	Jun. 30, 2023
Litigation [Abstract]
Litigation	Note 7 — Litigation (all dollar amounts in this section are expressed in thousands except for rates per device) We have several intellectual property infringement lawsuits pending in the United States Court of Appeals for the Federal Circuit (“USCAFC”). VirnetX Inc. v. Apple, Inc. (Case 6:12-CV-00855-LED) (“Apple II”) This case began on November 6, 2012, when we filed a complaint against Apple Inc. (“Apple”) in United States District Court (“USDC”) in which we alleged that Apple infringed on certain of our patents, (U.S. Patent Nos. 6,502,135, 7,418,504, 7,921,211 and 7,490,151). We sought damages and injunctive relief. The accused products include the iPhone 5, iPod Touch 5th Generation, iPad 4th Generation, iPad mini, and the latest Macintosh computers. The USDC entered a Final Judgment and issued its Memorandum Opinion and Order regarding post-trial motions, affirming the jury’s verdict of $502,600 and granting VirnetX motions for supplemental damages, a sunset royalty, and the royalty rate of $1.20 per infringing iPhone, iPad and Mac products, pre-judgment and post-judgment interest and costs. Apple filed a notice of appeal with the United States Court of Appeals for the Federal Circuit (“USCAFC”) in the Apple II case. On October 9, 2018, USCAFC docketed the appeal as Case No. 19-1050 - VirnetX Inc. v. Apple Inc. On November 22, 2019, the USCAFC issued an opinion affirming the district court’s findings that Apple is precluded from making certain invalidity arguments and that Apple infringed the ‘135 and ‘151 patents; reversing the USDC’s finding that Apple infringed the ‘504 and ‘211 patents; and remanding the case for proceedings on damages. Apple sought panel and en banc rehearing, which the USCAFC denied on February 10, 2020. On February 22, 2020, the USDC issued a scheduling order for the parties to brief the court about the need for a new trial for recalculating the damages. We filed our motion for entry of judgment on February 28, 2020. The arguments on this matter were heard on April 14, 2020. In its order, unsealed on May 1, 2020, the USDC denied VirnetX’s motion for entry of a new judgment based on the prior jury verdict and ordered a new jury trial on damages. On August 10, 2020, the USDC granted Apple’s motion for continuance and reset the date to October 26, 2020. On October 30, 2020, a jury returned a $502,800 verdict in favor of VirnetX based on Apple’s infringement of two network security patents: VirnetX US Patents No. 6,502,135 and No. 7,490,151. The jury verdict called for damages of $0.84 per accused device since the 2013 launch of Apple’s iOS 7 operating system and represents 598,629,580 infringing units from US sales only. On January 15, 2021, the USDC denied Apple’s motion for judgment as a matter of law, and on February 4, 2021, Apple filed a notice of appeal to the USCAFC. On February 22, 2021, the USCAFC docketed the appeal as Case No. 19-1672. Apple’s opening brief was filed on June 2, 2021. VirnetX filed its responsive brief on July 26, 2021. Apple filed its reply brief on September 13, 2021. Oral arguments were held on September 8, 2022. On March 31, 2023, the USCAFC issued its decision vacating the USDC’s judgement in this matter and remanding it back to the USDC with instructions to dismiss the case as moot. On July 14, 2023 the District Court vacated its prior Final Judgment against Apple dated January 6, 2021 and dismissed the case as moot. On May 1, 2023, VirnetX filed a petition for panel rehearing. On June 27, 2023, the petition for panel rehearing was denied, and the mandate issued on June 30, 2023. The current deadline to file any petition for a writ of certiorari from the USCAFC’s decision is September 25, 2023. VirnetX Inc. v. Mangrove Partners Master Fund, Ltd., Apple Inc. (USCAFC Case 20-2271) and VirnetX Inc. v. Mangrove Partners Master Fund, Ltd., Apple Inc., and Black Swamp, LLC (USCAFC Case 20-2272) On September 15, 2020, we filed with the USCAFC an appeal of the invalidity findings by the Patent Trial and Appeal Board (“PTAB”) in inter-partes review proceedings IPR2015-01046 and IPR2016-00062 involving our U.S. Patent No. 6,502,135, and an appeal of the invalidity findings by the PTAB in inter-partes review proceedings IPR2015-1047, IPR2016-00063, and IPR2016-00167 involving our U.S. Patent No. 7,490,151. On September 25, 2020, the USCAFC issued an order consolidating the two appeals. On December 15, 2020, we filed a motion to vacate the PTAB decisions below and to remand these appeals to the PTAB. On March 16, 2021, the USCAFC denied the motion without prejudice to us raising the challenges made in the motion in our opening brief. Our opening brief was filed on June 7, 2021. On June 23, 2021, the USCAFC entered an order directing us (and parties in other appeals that raised Appointments Clause challenges) to file a brief explaining how they believe their cases should proceed in light of the Supreme Court’s decision in United States v. Arthrex, Inc., 141 S. Ct. 1970 (2021). On July 7, 2021, we filed a brief in response to the court’s order. Other parties, including the U.S. Patent and Trademark Office (“USPTO”) filed their responses on July 21, 2021. On August 19, 2021, USCAFC issued an order remanding these appeals for the limited purpose of allowing VirnetX the opportunity to request rehearing of the PTAB’s final written decisions by the Director of the USPTO. The USCAFC retained jurisdiction over the appeals in the meantime. On September 20, 2021, we filed our requests for Director rehearing with the USPTO. On October 29, 2021, our requests for Director rehearing were denied. We subsequently filed an amended opening brief to the USCAFC on December 10, 2021, the other parties filed response briefs on February 2, 2022, and we filed a reply brief on February 22, 2022. All the briefings have been completed. The oral arguments in this matter were held on September 8, 2022. On March 30, 2023, the USCAFC issued its decision affirming PTAB’s decisions finding certain claims of the ‘135 patent and the ‘151 patent to be unpatentable. On June 5, 2023, VirnetX filed a petition for panel rehearing. On June 22, 2023, the petition for panel rehearing was denied, and the mandate issued on June 29, 2023. The current deadline to file any petition for a writ of certiorari from the USCAFC’s decision is September 20, 2023. VirnetX Inc. v. Hirshfeld (USCAFC Case 17-2593, -2594) On September 22, 2017, we filed with the USCAFC an appeal of the invalidity findings by the PTAB in inter-partes review proceeding IPR2016-00693 involving our U.S. Patent No. 7,418,504, and an appeal of the invalidity findings by the PTAB in inter-partes review proceeding IPR2016-00957 involving our U.S. Patent No. 7,921,211. On September 16, 2021, USCAFC issued an order remanding these appeals for the limited purpose of allowing VirnetX the opportunity to request rehearing of the PTAB’s final written decisions by the Director of the USPTO. The USCAFC retained jurisdiction over the appeals in the meantime. On October 18, 2021, we filed our requests for Director rehearing with the USPTO. On January 7, 2022, our requests for Director rehearing were denied. On January 21, 2022, we informed the USCAFC about the denial of Director rehearing and requested that the court dismiss the appeal involving IPR2016-00957 as moot and vacate the PTAB’s underlying decision. On April 4, 2022, the USCAFC vacated the PTAB’s decision in IPR2016-00957 and remanded Appeal No. 17-2594 with instructions to dismiss. In the April 4, 2022 order, the USCAFC further set a briefing schedule, in Appeal No. 17-2593. VirnetX filed its opening brief on September 12, 2022. The USPTO filed its response brief on December 20, 2022. VirnetX filed its reply brief on February 14, 2023. On April 18, 2023, VirnetX filed a motion to hold this appeal in abeyance pending the disposition of any petition for rehearing in the No. 20-2271, -2272 appeal, and pending the Supreme Court’s disposition of a pending petition for a writ of certiorari in Arthrex, Inc. v. Smith & Nephew, Inc., No. 22-639. That motion was denied on June 1, 2023, and we currently await scheduling of oral arguments. VirnetX Inc. v. Cisco Systems, Inc. (USCAFC Case 19-1671) On March 18, 2019, we filed with the USCAFC an appeal of the invalidity findings by the PTAB in inter-partes re-examination proceeding 95/001,679 involving our U.S. Patent No. 6,502,135. On October 5, 2021, USCAFC issued an order remanding these appeals for the limited purpose of allowing VirnetX the opportunity to request rehearing of the PTAB’s final written decisions by the Director of the PTO. The USCAFC retained jurisdiction over the appeals in the meantime. Our request for Director rehearing with the PTO was filed on November 5, 2021. On January 10, 2022, our request for Director rehearing was denied. We informed the USCAFC about the denial of Director rehearing. VirnetX’s opening brief was filed on June 23, 2022. The USPTO’s response brief was filed on August 2, 2022, and Cisco’s response brief was filed on September 2, 2022. VirnetX filed its reply brief on October 7, 2022. On April 18, 2023, VirnetX filed a motion to hold this appeal in abeyance pending the disposition of any petition for rehearing in the No. 20-2271, -2272 appeal, and pending the Supreme Court’s disposition of a pending petition for a writ of certiorari in Arthrex, Inc. v. Smith & Nephew, Inc., No. 22-639. That motion was denied on June 1, 2023, and we currently await scheduling of oral arguments. VirnetX Inc. v. Apple Inc. (USCAFC Case 22-1523) (“Apple Reexam I”) On March 10, 2022, we filed with the USCAFC an appeal of the invalidity findings by the PTAB in inter-partes re-examination proceeding 95/001,682 involving our U.S. Patent No. 6,502,135. Our opening brief was filed on August 22, 2022. Apple and USPTO each filed a response brief on December 28, 2022. VirnetX filed its reply brief on February 8, 2023. On April 18, 2023, VirnetX filed a motion to hold this appeal in abeyance pending the disposition of any petition for rehearing in the No. 20-2271, -2272 appeal, and pending the Supreme Court’s disposition of a pending petition for a writ of certiorari in Arthrex, Inc. v. Smith & Nephew, Inc., No. 22-639. That motion was denied on June 1, 2023, and we currently await scheduling of oral arguments. VirnetX Inc. v. Apple Inc. (USCAFC Case 22-1997) (“Apple Reexam II”) On July 6, 2022, we filed with the USCAFC an appeal of the invalidity findings by the PTAB in inter-partes re-examination proceeding 95/001,697 involving our U.S. Patent No. 7,490,151. On October 17, 2022, we filed a motion to remand the appeal in light of the PTAB’s refusal to permit Director rehearing. On January 23, 2023, the USCAFC denied that motion without prejudice to the parties raising their arguments in the merits briefs. VirnetX opening brief was filed on May 8, 2023, and Apple and the USPTO each filed a response brief on July 24, 2023. VirnetX reply brief is currently due on August 14, 2023. VirnetX Inc. v. Cisco Systems, Inc. (USCAFC Case 22-2234) On September 16, 2022, we filed with the USCAFC an appeal of the invalidity findings by the PTAB in inter-partes re-examination proceeding 95/001,851 involving our U.S. Patent No. 7,418,504. We filed our opening brief on February 28, 2023. Cisco’s response brief was filed on May 10, 2023, and VirnetX reply brief was filed on June 21, 2023. We currently await scheduling of oral arguments. VirnetX Inc. v. Cisco Systems, Inc. (USCAFC Case 23-1765) On April 7, 2023, we filed with the USCAFC an appeal of the invalidity findings by the PTAB in inter-partes re-examination proceeding 95/001,714 involving our U.S. Patent No. 7,490,151. The certified list is due to be filed by the USPTO by May 30, 2023, and our opening brief will be due 60 days thereafter. In addition, on April 21, 2023, Cisco filed a cross-appeal. Cisco’s response brief was filed on May 10, 2023. VirnetX opening brief is currently due on September 29, 2023. Other Legal Matters One or more potential intellectual property infringement claims may also be available to us against certain other companies who have the resources to defend against any such claims. Although we believe these potential claims are likely valid, commencing a lawsuit can be expensive and time-consuming, and there is no assurance that we could prevail on such potential claims if we made them. In addition, bringing a lawsuit may lead to potential counterclaims which may distract our management and our other resources, including capital resources, from efforts to successfully commercialize our products. Currently, we are not a party to any other pending legal proceedings and are not aware of any proceeding threatened or contemplated against us.

Business Description and Basis of Presentation	6 Months Ended
Business Description and Basis of Presentation	Jun. 30, 2023
Business Description and Basis of Presentation [Abstract]
Business Description and Basis of Presentation	Note 1 — Business Description and Basis of Presentation VirnetX Holding Corporation (the “Company,” “we,” “us,” or “our”) is an Internet security software and technology company with patented technology for Zero Trust Network Access (“ZTNA”) based secure network communications. VirnetX’s software and technology solutions, including its Secure Domain Name Registry and Technology, VirnetX One™, War Room™, VirnetX Matrix™, and GABRIEL Connection Technology™, are designed to be device- and location-independent, and enable a secure real-time communication environment for all types of enterprise applications, services, and critical infrastructures. Our technology generates secure connections on a “single-click” basis, significantly simplifying the deployment of secure real-time communication solutions by eliminating the need for end-users to enter any encryption information. Our portfolio of intellectual property is the foundation of our business model. We currently own approximately 205 total patents and pending applications, including 72 U.S. patents/patent applications and 133 foreign patents/validations/pending applications. Our patent portfolio is primarily focused on securing real-time communications over the Internet and related services, and is used in all our technology and products, some of which were acquired by our principal operating subsidiary; VirnetX, Inc., from Leidos, Inc., or Leidos, (f/k/a Science Applications International Corporation, or SAIC) in 2006. Our product portfolio includes sophisticated technologies, products and services that are available for sale worldwide. Our next-generation, VirnetX One™ platform builds upon our patented Secure Domain Name Registry and Technology and GABRIEL Connection Technology™ to further enhance the security and efficiency of our patented secure communication links. VirnetX One™ is a security-as-a-service platform that protects enterprise applications, services, and infrastructure from cyber-attacks. Our platform allows businesses and other enterprises of all sizes to add a “security umbrella” as an added layer on top of their existing infrastructure to further reduce risk and bolster security against ever-growing cyberthreats to data, operating systems, other infrastructure products and gateway security controllers.

Equity (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Information about Warrants Outstanding

Warrants Issued				Exercise Price				Outstanding and Exercisable December 31, 2022				Issued				Exercised				Terminated / Cancelled				Outstanding and Exercisable June 30, 2023			Expiration Date
	25,000			$	5.75				25,000				—				—				—				25,000		April 30, 2025

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Unaudited Interim Financial Information

Use of Estimates

Basis of Consolidation

The consolidated financial statements include the accounts of VirnetX Holding Corporation and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Leases

Revenue Recognition

Certain contracts may require our customers to enter into a hosting arrangement with us and for these arrangements, revenue is recognized over time, generally over the life of the servicing contract.

Licensing Costs

Included in operating expenses in 2022 is a refund of licensing costs we incurred in conjunction with a favorable court decision relating to a patent infringement case.

Contingent Gains

Cash and Cash Equivalents

Investments

Property and Equipment

Concentration of Credit Risk and Other Risks and Uncertainties

Fair Value

The carrying amounts of our financial instruments, including cash equivalents, accounts payable, and accrued liabilities, approximate fair value because of their generally short maturities.

Intangible Assets

Impairment of Long-Lived Assets

Research and Development

Income Taxes

Stock-Based Compensation

Earnings per Share

Fair Value of Financial Instruments

Mutual funds: Valued at the quoted net asset value of shares held.

U.S. agency and treasury securities: Fair value measured at the closing price reported on the active market on which the individual securities are traded.

	June 30, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Investments Available for Sale
Cash	$	1,693	$	—	$	—		$	1,693	$	1,693	$	—
Level 1:
Mutual funds		20,077		—		—			20,077		20,077		—
U.S. agency and treasury securities		44,645		3		(189	)		44,459		4,200		40,259
		64,722		3		(189	)		64,536		24,277		40,259
Total	$	66,415	$	3	$	(189	)	$	66,229	$	25,970	$	40,259

	December 31, 2022
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Investments Available for Sale
Cash	$	16,949	$	—	$	—		$	16,949	$	16,949	$	—
Level 1:
Mutual funds		66,493		—		—			66,493		66,493		—
U.S. agency and treasury securities		68,958		9		(386	)		68,581		3,119		65,462
		135,451		9		(386	)		135,074		69,612		65,462
Total	$	152,400	$	9	$	(386	)	$	152,023	$	86,561	$	65,462

Commitments and Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Office [Member]
Commitments, Contingencies and Related Party Transactions [Abstract]
Operating lease, expiration date			Oct. 31, 2023
K2 Investment Fund LLC [Member] \| Aircraft [Member]
Commitments, Contingencies and Related Party Transactions [Abstract]
Rental fees incurred for use of aircraft	$ 112	$ 249	$ 399	$ 514
Term of lease	12 months		12 months
Rate of aircraft lease (in dollars per flight hour)			$ 8
Term of notice for cancellation of lease			30 days

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract]
Net (loss)	$ (11,379)	$ (4,437)	$ (15,846)	$ (7,757)
Other comprehensive income (loss):
Change in unrealized gain (loss) on investments, net of tax	3	(110)	110	(281)
Change in foreign currency translation, net of tax	(3)	(3)	(4)	(6)
Total other comprehensive income (loss)	0	(113)	106	(287)
Comprehensive (loss)	$ (11,379)	$ (4,550)	$ (15,740)	$ (8,044)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Taxes [Abstract]
Income tax expense (benefit)	$ 0	$ 373	$ (78)	$ (684)
Loss before income taxes	$ (11,379)	$ (4,064)	$ (15,924)	$ (8,441)
Effective tax rate	0.00%	9.18%	0.49%	8.10%
Uncertain tax positions	$ 0		$ 0		$ 0
Accrued interest	0		0
Accrued penalties	$ 0		$ 0

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Document Transition Report	false
Entity File Number	001-33852
Entity Registrant Name	VirnetX Holding Corp
Entity Central Index Key	0001082324
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0390628
Entity Address, Address Line One	308 Dorla Court
Entity Address, Address Line Two	Suite 206
Entity Address, City or Town	Zephyr Cove
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89448
City Area Code	775
Local Phone Number	548-1785
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	VHC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		71,639,905

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	71,639,905	71,424,650
Common stock, shares outstanding (in shares)	71,639,905	71,424,650

Subsequent Events (Details) - Subsequent Event [Member] - Restricted Stock [Member]	Jul. 05, 2023 $ / shares shares
Subsequent Events [Abstract]
Shares issued for grant (in shares) \| shares	578,830
Weighted average fair value at date of grant (in dollars per share) \| $ / shares	$ 0.48

Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Note 9 — Earnings Per Share

Basic earnings per share are based on the weighted average number of common shares outstanding for the period. Diluted earnings per share are based on the weighted average number of common shares and potentially dilutive common shares outstanding. Potential common shares outstanding principally include stock options, RSUs and warrants, excluding any potentially dilutive shares convertible at a price higher than the closing price of our stock at the end of each reporting period. The following table shows the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Numerator:
Net (loss)	$	(11,379	)	$	(4,437	)	$	(15,846	)	$	(7,757	)

Denominator:
Weighted-average basic shares outstanding		71,466			71,255			71,445			71,244
Effect of dilutive securities		—			—			—			—
Weighted-average diluted shares		71,466			71,255			71,445			71,244

Basic (loss) per share	$	(0.16	)	$	(0.06	)	$	(0.22	)	$	(0.11	)
Diluted (loss) per share	$	(0.16	)	$	(0.06	)	$	(0.22	)	$	(0.11	)

We incurred a net loss for the three and six months ended June 30, 2023 and 2022; therefore, all potentially dilutive securities representing shares of common stock (6,974,580 in 2023 and 7,520,546 in 2022) were excluded from the computation of diluted earnings per share, because their effect would have been antidilutive.