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): February 24,
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)
(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
8.01. Other
Events.
On
February 24, 2010, VirnetX Holding Corporation (the “Company”) notified
the Depository Trust & Clearing Corporation (“DTC”) that the
Company exercised its rights to call those certain warrants to purchase shares
of Company Common Stock with an exercise price of $2.00 per share (the “$2 Warrants”) issued
pursuant to the Company’s underwritten public offering that closed on January
30, 2009.
The
Company is exercising in full its call rights as set forth in Section 3 of the
$2 Warrants.
Pursuant
to Section 3 of the $2 Warrants, the $2 Warrants will expire in their entirety
on March 11, 2010 if not earlier exercised (the “Termination
Date”).
Registered
Holders who wish to exercise the $2 Warrants prior to the Termination Date,
should consult the information announced by DTC, or contact Carylyn Bell at
Corporate Stock
Transfer, Inc., the Warrant Agent for the $2 Warrants (“CST”), regarding
exercise procedures. The number to call at Corporate Stock Transfer
is (303) 282-4800.
Those
broker dealers that cause the exercise of the $2 Warrants prior to the
Termination Date shall be eligible to receive a commission (the “Commission”) equal to
5% of the cash proceeds received by the Company upon exercise of those $2
Warrants for which such broker dealers are responsible. In order to
receive the Commission, such broker dealers should contact CST and supply all
requested documentation.
The
summary description of the $2 Warrants is qualified in its entirety by the terms
of the $2 Warrants, the form of which was filed as an exhibit to the
Registration Statement on Form S-1 filed by the Company on January 16, 2009
(File No. 333-153645), and is incorporated by reference herein.
On
February 26, 2010, the Company issued a press release announcing the Company's
exercise of the call. 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.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description |
| 99.1 | Press Release, dated February 26, 2010 |
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: February 26,
2010
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VIRNETX
HOLDING CORPORATION
|
|
By: /s/ Kendall
Larsen
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|
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Name: Kendall
Larsen
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|
|
Title: Chief
Executive Officer
|
3
Exhibit 99.1
VirnetX
Calls $2 Warrants
SCOTTS
VALLEY, Calif. – February 26, 2010 – VirnetX Holding Corporation, the “Company”,
(NYSE Amex: VHC), a secure real-time communications and collaboration technology
company, today announced that it has notified the Depository Trust &
Clearing Corporation (“DTC”) that the
Company exercised its rights to call those certain warrants to purchase shares
of Company Common Stock with an exercise price of $2.00 per share (the “$2 Warrants”) issued
pursuant to the Company’s underwritten public offering that closed on January
30, 2009.
The
Company is exercising in full its call rights as set forth in Section 3 of the
$2 Warrants.
Pursuant
to Section 3 of the $2 Warrants, the $2 Warrants will expire in their entirety
on March 11, 2010 if not earlier exercised (the “Termination
Date”).
Registered
Holders who wish to exercise the $2 Warrants prior to the Termination Date,
should consult the information announced by DTC, or contact Carylyn Bell at
Corporate Stock Transfer, Inc., the Warrant Agent for the $2 Warrants (“CST”), regarding
exercise procedures. The number to call at Corporate Stock Transfer
is (303) 282-4800.
The
summary description of the $2 Warrants is qualified in its entirety by the terms
the $2 Warrants, the form of which was filed as an exhibit to the Registration
Statement on Form S-1 filed by VirnetX on January 16, 2009 (File No.
333-153645).
About
VirnetX
VirnetX
Holding Corporation, a secure real-time communications and collaboration
technology company, is engaged in commercializing its patent portfolio, derived
from a Central Intelligence Agency security project, 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
48 U.S. and international patents and pending applications which provide the
foundation for the Company’s unique GABRIEL Connection Technology. For more
information, please visit 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," 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 and most recently in the Company’s
Quarterly Report on Form 10-Q filed with the SEC on November 9,
2009.
Contact:
Greg
Wood
VirnetX
Holding Corporation
831.438.8200
greg_wood@virnetx.com