UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
or
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TRANSITION REPORT PURSUANT TO SECTION 13 Or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________________ to _______________________
Commission File Number: 001-33852
VirnetX Holding Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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77-0390628
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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308 Dorla Court, Suite 206
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Zephyr Cove, Nevada
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89448
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 775-548-1785
Former name, former address and former fiscal year, if changed since last report:
Securities registered pursuant to Section 12(b) of the Act:
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Title of Class
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Name of Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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NYSE Amex Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2011, was $1,173,043,513 based upon the closing price of the common shares of the Registrant on June 30, 2011. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose.
50,671,136 shares of Registrant’s Common Stock were outstanding as of February 22, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of this Annual Report on Form 10-K incorporate by reference information from the Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2011 in connection with the solicitation of proxies for the Registrant’s 2012 Annual Meeting of Stockholders.
Explanatory Note
VirnetX Holding Corporation is filing this Amendment No. 1 (this “Amendment No. 1”) to its Form 10-K for the year ended December 31, 2011 (the “Form 10-K”) for the sole purpose of including Interactive Data Files (Exhibit 101) formatted in XBRL (Extensible Business Reporting Language) with detail tagging of the notes to the consolidated financial statements. The Company initially filed the Form 10-K on February 29, 2012 with Interactive Data Files formatted in XBRL with the notes to the consolidated financial statement in block-tagged form. Except for the changes to Exhibit 101, no other changes have been made to the Form 10-K, including the financial statements contained therein. This Amendment No. 1 continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto 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: Kendall Larsen
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Title: Chief Executive Officer and President
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Dated: February 29, 2012
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kendall Larsen his or her attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
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Name
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Capacity
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Date
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/s/ Kendall Larsen
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Director, Chief Executive Officer and President
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February 29, 2012
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Kendall Larsen
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(Principal Executive Officer)
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/s/ William E. Sliney
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Chief Financial Officer
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February 29, 2012
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William E. Sliney
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Robert D. Short III
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Director
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February 29, 2012
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Robert D. Short III
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/s/ Scott C. Taylor
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Director
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February 29, 2012
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Scott C. Taylor
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/s/ Michael F. Angelo
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Director
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February 29, 2012
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Michael F. Angelo
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/s/ Thomas M. O'Brien
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Director
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February 29, 2012
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Thomas M. O'Brien
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EXHIBIT INDEX
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Exhibit Number
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Description
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| 101.INS†† | XBRL Instance Document | |
| 101.SCH†† | XBRL Taxonomy Extension Schema Document | |
| 101.CAL†† | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF†† | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB†† | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE†† | XBRL Taxonomy Extension Presentation Linkbase Document |