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 15, 2019
______________________
VirnetX Holding Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-33852
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77-0390628
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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______________________
308 Dorla Court, Suite 206
Zephyr Cove, Nevada 89448
(Address of principal executive offices, including zip code)
(775) 548-1785
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. |
Other Events.
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On January 15, 2019, VirnetX Holding Corporation (the “Company”) announced that the United States Court of Appeals for the Federal
Circuit entered a unanimous Rule 36 order in the Federal Circuit case 2018-1197 titled “Appeal from the United States District Court for the Eastern District of Texas in No. 6:10-cv-00417-RWS, Judge Robert Schroeder, III” affirming the judgement
issued by the United States District Court for the Eastern District of Texas in this case. The original District court judgement awarded the Company a total of $439.8 million including jury verdict, willful infringement, interest, costs and
attorney fees, following the previously disclosed jury trial and verdict in the amount of $302.4 million. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit No.
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Description
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Press Release, dated January 15, 2019, entitled “VirnetX’s Judgment Against Apple Affirmed by the United States Court of Appeals for the Federal
Circuit.”
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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.
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VIRNETX HOLDING CORPORATION
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Date: January 15, 2019
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By:
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/s/Kendall Larsen
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Kendall Larsen
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Chief Executive Officer
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Exhibit 99.1
VirnetX’s Judgement Against Apple Affirmed by the United States Court of Appeals for the Federal Circuit
$439.8 Million Affirmed Judgement Includes Jury Verdict, Willful Infringement, Interest, Costs and Attorney Fees
ZEPHYR COVE, Nevada.,– January 15, 2019 – VirnetX™ Holding Corporation (NYSE AMERICAN: VHC), an Internet security software and technology company, announced
today that the United States Court of Appeals for the Federal Circuit entered a unanimous Rule 36 order in the Federal Circuit case 2018-1197 titled “Appeal from the United States
District Court for the Eastern District of Texas in No. 6:10-cv-00417-RWS, Judge Robert Schroeder, III” affirming the judgement issued by the United States District Court for
the Eastern District of Texas in this case. The original District court judgement awarded the Company a total of $439.8 million including jury verdict, willful infringement, interest, costs and attorney fees, following the previously disclosed
jury trial and verdict in the amount of $302.4 million.
About VirnetX
VirnetX Holding Corporation is an Internet security software and technology company with patented technology for secure communications including 4G LTE
security. The Company’s software and technology solutions, including its secure domain name registry and Gabriel Connection Technology™, are designed to facilitate secure communications and to create a secure environment for real-time
communication applications such as instant messaging, VoIP, smart phones, eReaders and video conferencing. The Company’s patent portfolio includes over 115 U.S. and international patents and over 50 pending applications. For more information,
please visit www.virnetx.com
Forward Looking Statements
Statements in this press release that are not statements of historical or current fact, including statements regarding the strength of VirnetX’s
intellectual property, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on expectations, estimates and projections about the markets in
which the Company operates, management’s beliefs, and certain assumptions made by management and 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, including but not limited to (1) the outcome of any legal proceedings that have been or may be initiated by the Company or
that may be initiated against the Company;, including pending and future inter partes review proceedings in the Patent and Trademark Office (2) the ability to capitalize on the Company’s patent portfolio and generate licensing fees and revenues;
(3) the ability of the Company to be successful in entering into licensing relationships with its targeted customers on commercially acceptable terms; (4) potential challenges to the validity of the Company’s patents underlying its licensing
opportunities; (5) the ability of the Company to achieve widespread customer adoption of the Company’s Gabriel Communication Technology™ and its secure domain name registry; (6) the level of adoption of the 3GPP Series 33 security specifications;
(7) whether or not the Company’s patents or patent applications may be determined to be or become essential to any standards or specifications in the 3GPP LTE, SAE project or otherwise; (8) the extent to which specifications relating to any of
the Company’s patents or patent applications may be adopted as a final standard, if at all; and (9) the possibility that Company may be adversely affected by other economic, business, and/or competitive factors. 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 Company’s Annual Report on Form 10-K filed on March 16, 2017 and Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018. Many of the factors that will determine the outcome of the subject matter
of this press release are beyond the Company’s ability to control or predict. Except as required by law, the Company is under no duty to update any of the forward-looking statements after the date of this press release to conform to actual
results.
Contact:
Investor Relations
VirnetX Holding Corporation
775.548.1785
ir@virnetx.com
VirnetX, Gabriel Collaboration Suite, Gabriel Secure Communications Platform and GABRIEL Connection Technology are trademarks of VirnetX
Holding Corporation. Other company and product names may be trademarks of their respective owner