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): October 9,
2009
VIRNETX
HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-33852
|
77-0390628
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
| 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA | 95066 | |
| (Address of principal executive offices) | (Zip Code) | |
(831)
438-8200
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
- -12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
- -2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
- -4(c))
Item
7.01. Regulation FD
Disclosure.
On
October 9, 2009, VirnetX Holding Corporation (the “Company”) received a
letter from the NYSE Amex LLC (the “Exchange”) stating
that, based upon a review of publicly available information, the Company has now
resolved the continued listing deficiencies referenced in the Exchange’s letter
dated April 30, 2009. The Exchange noted that the Company’s continued
listing eligibility will continue to be assessed on an ongoing
basis.
The
Company is now subject to the provisions of Section 1009(h) of the Exchange’s
Company Guide that states that if the Company, within 12 months of October 30,
2009, is again determined to be below the continued listing standards, the
Exchange staff may take appropriate action, which, depending upon the
circumstances, may include providing the Company with an opportunity to submit a
plan to the Exchange advising the Exchange of action the Company has taken, or
will take, that would bring it into compliance with the continued listing
standards, or the Exchange may immediately initiate delisting
proceedings.
On October 13, 2009 the Company issued
a press release reporting the matters described herein. A copy of the
press release is furnished as Exhibit 99.1 to this report.
The
information contained in this report is furnished and not deemed to be filed for
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section. The information in this
Current Report on Form 8-K shall not be incorporated by reference into any
filing or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing or
document.
Forward-Looking
Statements
Statements
in this report that are not statements of historical or current fact constitute
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements 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. The forward-looking statements contained herein include, without
limitation, statements relating to the company’s ability to regain compliance
with the Exchange’s continued listing standards. In addition to
statements which explicitly describe risks and uncertainties, readers are urged
to consider statements labeled with the terms “will,” “believes,” “belief,”
“expects,” “intends,” “anticipates,” “will seek to,” or “plans” to be uncertain
and forward-looking. The forward-looking statements contained herein are also
subject to all of the other risks and uncertainties that are described from time
to time under the heading “Risk Factors” in the company’s reports filed with the
Securities and Exchange Commission, most recently in the company’s Annual Report
on Form 10-K filed on March 31, 2009 and the company’s Quarterly Report on Form
10-Q filed on May 11, 2009.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
|
Exhibit
No.
99.1
|
Description
Press
Release of VirnetX Holding Corporation dated October 13,
2009.
|
2
SIGNATURES
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.
| VIRNETX HOLDING CORPORATION | |||
|
Date: October 13,
2009
|
By:
|
/s/ Kendall Larsen | |
| Name: Kendall Larsen | |||
| Title: Chief Executive Officer | |||
3
EXHIBIT
INDEX
|
Exhibit
No.
99.1
|
Description
Press
Release of VirnetX Holding Corporation dated October 13,
2009.
|
4
EXHIBIT 99.1
VirnetX
Regains Listing Compliance with NYSE Amex
Full
Concentration on Licensing and GABRIEL Beta
SCOTTS
VALLEY, Calif. – October 13, 2009 – VirnetX Holding Corporation (NYSE Amex:
VHC), a secure real-time communications and collaboration technology company,
today announced that it had received a letter from the NYSE Amex confirming
that based
upon a review of publicly available information, it has now resolved the
continued listing deficiencies referenced in the NYSE Amex’s letter dated April
30, 2009. The Exchange noted that the Company’s continued listing
eligibility will continue to be assessed on an ongoing basis.
“We are
very pleased to have resolved deficiencies with the NYSE Amex,” said Kendall
Larsen, VirnetX’s president and CEO. “It’s important that our stock
holders know that we are in compliance with the Exchange especially as we embark
upon licensing and prepare to Beta test the GABRIEL Connection
Technology.”
About
VirnetX
VirnetX
Holding Corporation, a secure real-time communications and collaboration
technology company, is engaged in commercializing its patent portfolio by
developing a licensing program, as well as developing software products designed
to create a secure environment for real-time communications such as instant
messaging and Voice over Internet Protocol. The Company’s patent
portfolio includes over 25 U.S. and foreign patents and pending applications
which specifically cover the Company’s unique GABRIEL Connection Technology. For
more information, please visit http://www.virnetx.com.
Safe
Harbor Agreement
Statements
in this press release that are not statements of historical or current fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
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. In addition to statements which explicitly describe
such risks and uncertainties, readers are urged to consider statements labeled
with the terms "believes," "belief," "expects," "intends," "anticipates,"
"will," “prepared to,” or "plans" to be uncertain and forward-looking. 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 with the SEC on March 31, 2009.
Contact:
Greg
Wood
VirnetX
Holding Corporation
831.438.8200
greg_wood@virnetx.com