ITEM 5 — OTHER INFORMATION
−Removed: On May 12, 2023, we received a written notification (the “ Notice ”) from
−Removed: 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
−Removed: over a consecutive 30 trading-day period.
−Removed: 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.
−Removed: In accordance
−Removed: 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
−Removed: directors and stockholders.
−Removed: We are already undertaking business initiatives and other actions that we believe will increase stockholder value and drive share price increases.
−Removed: 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
−Removed: 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.
−Removed: 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
−Removed: compliance with the other continued listing requirements of the NYSE.
−Removed: The Notice does not affect our business operations or reporting obligations with the SEC.
−Removed: We fully intend to regain compliance and will take necessary action to
−Removed: ensure that our common stock is not delisted.
ITEM 6 — EXHIBITS
Incorporated by reference herein
−Removed: Filed Herewith
−Removed: Amended and Restated Bylaws of VirnetX Holding Corporation.
−Removed: January 27, 2023
−Removed: Cooperation Letter Agreement, dated March 29, 2023, among The Radoff Family Foundation, Bradley L.
−Removed: Radoff, JEC II Associates, LLC, Michael Torok and VirnetX Holding
−Removed: March 30, 2023
−Removed: 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.
−Removed: Certification of the President and Chief Executive Officer, pursuant to
−Removed: Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
+Added: Amended and Restricted 2013 Equity Incentive Plan.
+Added: June 15, 2023
+Added: Form of Restricted Stock Award Agreement – Amended and Restated 2013 Equity Incentive Plan.
+Added: 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.
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.
10 unchanged sentences
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
+Added: Indicates management contract or compensatory plan.
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.
−Removed: Such certifications will not be deemed to
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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
VIRNETX HOLDING CORPORATION
5 unchanged sentences
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
+Added: August 11, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.