Item 5. Other Information
ITEM 5 — OTHER INFORMATION
On May 12, 2023, we received a written notification (the “ Notice ”) from
the NYSE that as of May 11, 2023, we are not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock was less than $1.00 per share
over a consecutive 30 trading-day period.
Pursuant to Section 802.01C, we have a period of six months following the receipt of the Notice to regain compliance with the minimum price criteria. In accordance
with Section 802.01C, we plan to notify the NYSE within 10 business days of our receipt of the Notice of our intent to cure the deficiency, which may include, if necessary, effecting a reverse stock split, subject to approval by our board of
directors and stockholders. We are already undertaking business initiatives and other actions that we believe will increase stockholder value and drive share price increases.
We may regain compliance with the minimum price criteria at any time during the six-month cure period if, on the last trading day of any calendar month during the
cure period, we have (i) a closing share price of at least $1.00, and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.
The Notice has no immediate impact on the listing of our common stock, which will continue to be listed and traded on the NYSE during this period, subject to our
compliance with the other continued listing requirements of the NYSE.
The Notice does not affect our business operations or reporting obligations with the SEC. We fully intend to regain compliance and will take necessary action to
ensure that our common stock is not delisted.
32
Index
ITEM 6 — EXHIBITS
Incorporated by reference herein
Exhibit
Number
Description
Form
Exhibit No.
Filing Date
File No.
Filed Herewith
3.1
Amended and Restated Bylaws of VirnetX Holding Corporation.
8-K
3.1
January 27, 2023
001-33852
10.1
Cooperation Letter Agreement, dated March 29, 2023, among The Radoff Family Foundation, Bradley L. Radoff, JEC II Associates, LLC, Michael Torok and VirnetX Holding
Corporation.
8-K
10.1
March 30, 2023
001-33852
10.2
Warrant to Purchase Shares of Common Stock of the Company by and between the Company and Odeon Capital Group LLC, dated as of April 29, 2020.
x
31.1
Certification of the President and Chief Executive Officer, pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
x
31.2
Certification of the Chief Financial Officer, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
x
32.1**
Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
x
32.2**
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
x
101.INS
Inline XBRL Instance Document.
x
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
x
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
x
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
x
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
x
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
x
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
x
**
This exhibit is furnished herewith, but not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. Such certifications will not be deemed to
be incorporated by reference in any filing under the Securities Act or the Exchange Act, except to the extent that we explicitly incorporate them by reference.
33
Index
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 thereunto duly authorized.
VIRNETX HOLDING CORPORATION
By:
/s/ Kendall Larsen
Name
Kendall Larsen
Chief Executive Officer (Principal Executive Officer)
By:
/s/ Katherine Allanson
Name
Katherine Allanson
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Date: May 15, 2023
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.