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): January 14,
2010
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d -2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e -4(c))
Item
8.01. Other Events.
On
January 14, 2010, the Series II Warrants issued by VirnetX Holding Corporation,
a Delaware corporation (the “Company”), in its
private placement transaction that closed on September 11, 2009 (the “Series II Warrants”),
have expired unexercised and therefore have terminated without any additional
shares being issued to the private placement investors. As the
Company has previously reported, the Series II Warrants were designed to result
in the automatic issuance of up to 2,419,045 additional shares to the private
placement investors, but only if the trading price of the Company’s stock fell
below a certain threshold following the closing of the
offering. Since the trading price has not fallen below the relevant
threshold, the Series II Warrants have expired by their terms and become null
and void without issuance of additional shares.
More
specifically, as further described in the prospectus dated December 23, 2009
(File No. 333-162145), the Series II Warrants provided the investors in the
private placement transaction pricing protection in the event that the market
price of the Company’s common stock declined between the closing of the private
placement and the earlier of (i) the 15th trading day following the date the
registration statement registering the shares of common stock issuable upon
exercise of the Series II Warrants was declared effective and (ii) the date Rule
144 became available for resale of the shares of common tock issued under the
registration statement. The registration statement was declared by
the Securities and Exchange Commission on December 22, 2009, so the 15th trading
day following that date was January 14, 2010. Since 80% of the
Company’s volume weighted average price over the 15-day trading period ending on
January 14, 2010 exceeded $2.52, the price paid by the investors in the private
placement transaction, the Series II Warrants expired unexercised as of January
14, 2010.
The
Series III Warrants issued in the private placement will be the next series to
expire as they have a short 60-day exercise window following effectiveness of
the registration statement described above. These warrants require
payment of a cash exercise price at the same price per share originally paid in
the private placement transaction and will expire on February 20,
2010. The Series III Warrants cover an aggregate of up to 2,380,942
shares yielding aggregate exercise proceeds equal to $6,000,000. As
of January 14, 2010, the Series III Warrants were “in-the-money” since the
exercise price is $2.52 per share and the trading price of the stock closed at
$3.81 per share.
As
previously disclosed, the longer-term Series I Warrants issued in the private
placement transaction will not become exerciseable until March 11, 2010 and will
expire on March 11, 2015. The Series I Warrants have an exercise
price equal to $3.93 per share and cover an aggregate of 3,246,959 shares, of
which up to 627,923 shares of common stock are issuable pursuant to certain
anti-dilution adjustment provisions in the Series I Warrants.
The
summary descriptions of the Series I Warrants, Series II Warrants and Series III
Warrants are qualified in their entirety by the terms the Series I Warrants,
Series II Warrants and Series III Warrants, copies of which were filed with the
Current Report on Form 8-K filed by the Company on September 3, 2009, and are
incorporated by reference herein.
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.
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.
| Date: January 15, 2010 |
VIRNETX
HOLDING CORPORATION
|
||
| By: | /s/ Kendall Larsen | ||
| Name: | Kendall Larsen | ||
| Title: | Chief Executive Officer | ||
3