UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 8, 2020
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 (see General Instruction A.2):
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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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VHC
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NYSE American LLC
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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. ☐
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ITEM 8.01.
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OTHER EVENTS.
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On May 8, 2020, VirnetX Holding Corporation issued a press release entitled “VirnetX Declares Special Dividend of $1.00 Per Share.” A copy
of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
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ITEM 9.01.
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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 May 8, 2020, entitled “VirnetX Declares Special Dividend of $1.00 Per Share.”
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SIGNATURE
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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By:
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/s/ Kendall Larsen | |
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Kendall Larsen
Chief Executive Officer
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Dated: May 8, 2020
Exhibit 99.1
VirnetX Declares Special Dividend of $1.00 Per Share
ZEPHYR COVE, Nevada.,– May 8, 2020 – VirnetX™ Holding Corporation (NYSE AMERICAN: VHC) (the “Company”), an Internet security software and technology company, announced today that its Board of Directors
has approved a $1.00 per share special cash dividend on its outstanding common stock, payable on or about May 26, 2020, to stockholders of record as of the close of business on May 18, 2020.
“It took us ten years to prevail against Apple,” said Kendall Larsen, VirnetX CEO and President. “We’re grateful to our loyal shareholders and are pleased to be able to provide them with this
dividend.”
About VirnetX
VirnetX Holding Corporation is an Internet security software and technology company with patented technology for secure communications including 4G LTE and 5G 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, e-Readers and video conferencing. The Company’s patent portfolio includes over 190 U.S. and foreign granted patents/validations and 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 the statement regarding the Company’s damages award, may 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, 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,
statements relating to the Company’s special cash dividend. 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 on March 16, 2020 and subsequent filings with the Securities and Exchange Commission, as
applicable. 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
415.505.0456
ir@virnetx.com