What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-13 compared with 2024-08-14 · 51 added, 47 removed, 35 unchanged (74% of the section changed)

5 unchanged sentences

enterprise applications, services, and critical infrastructures.

Our technology generates secure connections on a “single-click” basis, significantly simplifying the deployment of secure real-time communication solutions by eliminating the need for

end-users to enter any encryption information.

Our technology generates secure connections on a “single-click” basis, significantly simplifying the deployment of secure real-time communication solutions by eliminating the need

for end-users to enter any encryption information.

Our product portfolio includes sophisticated technologies, products and services that are available for sale worldwide.

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Domain Name Registry and Technology to further enhance the security and efficiency of our patented secure communication links.

VirnetX One™ is a security-as-a-service platform that protects enterprise applications, services, and infrastructure from

cyber-attacks.

Our platform allows government organizations, businesses, and other enterprises of all sizes to add a “security umbrella” as an added layer on top of their existing infrastructure to further reduce risk and bolster security against

ever-growing cyberthreats to data, operating systems, other infrastructure products and gateway security controllers.

VirnetX One™ is a security-as-a-service platform that protects enterprise applications, services, and infrastructure

from cyber-attacks.

against ever-growing cyberthreats to data, operating systems, other infrastructure products and gateway security controllers.

Our War Room™ software product provides safe and secure video conferencing meeting environment where sensitive communications and data is invisible to those not authorized to view it.

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professional sectors such as legal, financial, and medical where limiting access to confidential data is a critical requirement.

Our VirnetX Matrix™ product provides superior security for internet-enabled enterprise applications and their connected devices, and for control systems currently deployed by those enterprises (e.g.,

file servers, data back-up systems, VPN/firewalls).

VirnetX Matrix™ provides a true “zero-trust” access protection, “single-click” ease of use, and is a highly-effective added layer of protection that is deployed simply, without the need for

changes to an enterprise’s existing, in-place infrastructure.

We believe VirnetX Matrix™ is an attractive solution for all businesses, cloud and on-premise application service providers, and original equipment manufacturers (“OEMs”), looking to

improve visibility and management of their networks to mitigate morphing attacks on their networks and for real time access and control of their users.

Our VirnetX Matrix™ product provides superior security for internet-enabled enterprise applications and their connected devices, and for control systems currently deployed by those enterprises

(e.g., file servers, data back-up systems, VPN/firewalls).

VirnetX Matrix™ provides a true “zero-trust” access protection, “single-click” ease of use, and is a highly-effective added layer of protection that is deployed simply, without the need

for changes to an enterprise’s existing, in-place infrastructure.

We believe VirnetX Matrix™ is an attractive solution for all businesses, cloud and on-premise application service providers, and original equipment manufacturers (“OEMs”), looking

to improve visibility and management of their networks to mitigate morphing attacks on their networks and for real time access and control of their users.

We have undertaken activities to commercialize our products and intellectual property in and outside the United States including VirnetX One™, War Room™, VirnetX Matrix™ and our Secured Domain Name

Registry and Technology.

We believe our product portfolio to secure devices and systems are suitable in areas such as City, County and State and Federal governments, healthcare, finance, legal, oil and gas, medical, law enforcement, national

We believe our product portfolio to secure devices and systems are suitable in areas such as local, state, Federal and foreign governments, healthcare, finance, legal, oil and gas, medical, law enforcement, national

defense and related support industries.

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We invested in two companies in the artificial intelligence (“AI”) sector partnering with them to augment the Company’s strategy to provide secure AI to the marketplace.

The first investment was with

L2 Holdings, LLC (“OmniTeq”), an AI, machine learning (“ML”) and predictive analytics-based solutions provider with a primary focus on selling into the space and defense sectors.

Our second investment was with OP Media, Inc, a dynamic software

platform provider, addressing a critical market requirement for transforming static infrastructure processes and knowledgebases into digital processes that can be continuously optimized using AI, ML, and blockchain technologies for making informed

decisions and creating streamlined workflows in real-time, without requiring coding or programming skills.

Further, under the terms of our respective agreements, both OmniTeq and OP Media have agreed to integrate our VirnetX One™ family of products

and services into their solutions and to resell them to their current and future customers.

The first investment was

with L2 Holdings, LLC (“OmniTeq”), an AI, machine learning (“ML”) and predictive analytics-based solutions provider with a primary focus on selling into the space and defense sectors.

In October 2024, OmniTeq signed a Cooperative Research and

Development Agreement (CRADA) with the Air Force (AF) Research Laboratory Intelligence Systems Directorate (AFRL/RI) to facilitate collaboration on cybersecurity and Zero Trust technologies to support integrated surveillance and reconnaissance

operations as well as AF and joint targeting processes.

This agreement allows VirnetX to apply for security clearances for its employees.

Our second investment was with OP Media, Inc, a dynamic software platform provider, addressing a critical

market requirement for transforming static infrastructure processes and knowledgebases into digital processes that can be continuously optimized using AI, ML, and blockchain technologies for making informed decisions and creating streamlined

workflows in real-time, without requiring coding or programming skills.

Further, under the terms of our respective agreements, both OmniTeq and OP Media have agreed to integrate our VirnetX One™ family of products and services into their

solutions and to resell them to their current and future customers.

Both companies have committed to using VirnetX as their exclusive global cybersecurity solution provider and go-to-market partner.

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Some members of this team have worked together for over twenty years and were on the same team that

invented and developed this technology while working at Leidos.

The team has continued its research and development work to refine our unique network security technology and make it more secure and easy to deploy.

invented and developed this technology while working at Leidos, Inc., or Leidos, (f/k/a Science Applications International Corporation, or SAIC).

The team has continued its research and development work to refine our unique network security

technology and make it more secure and easy to deploy.

Our portfolio of intellectual property is the foundation of our business model.

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and foreign patents/validations/pending applications.

Our patent portfolio is primarily focused on

securing real-time communications over the Internet, and related services, and is used in all our technology and products, some of which were acquired by our principal operating subsidiary, VirnetX, Inc., from Leidos, Inc., or Leidos, (f/k/a

Science Applications International Corporation, or SAIC) in 2006.

Our patent portfolio is primarily focused

on securing real-time communications over the Internet, and related services, and is used in all our technology and products, some of which were acquired by our principal operating subsidiary, VirnetX, Inc., from Leidos in 2006.

Results of Operation

Three and Six Months Ended June 30, 2024

Compared with the Three and Six Months Ended June 30, 2023

Three and Nine Months Ended September 30, 2024

Compared with the Three and Nine Months Ended September 30, 2023

(in thousands, except per share amounts)

We recognized revenue of $1 and $2 in the three and six months ended June 30, 2024 and $3 and $4 in the three and six months ended June 30, 2023.

We recognized revenue of $2 and $5 in the three and nine months ended September 30, 2024 and $3 and $7 in the three and nine months ended September 30, 2023.

Research and Development Expenses

Our research and development expenses decreased by $3,532 to $1,223 for the three months ended June 30, 2024, and by $3,632 to $2,491 for the six months ended June 30, 2024.

The decrease was primarily

due to higher engineering compensation costs in 2023.

Our research and development expenses decreased by $42 to $1,176 for the three months ended September 30, 2024, and by $3,674 to $3,667 for the nine months ended September 30, 2024.

The decrease was

primarily due to higher engineering compensation costs in 2023.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses decreased by $4,173 to $3,193 for the three months ended June 30, 2024, and by $5,059 to $6,854 for the six months ended June 30, 2024.

The decrease is

primarily due to lower legal fees and compensation costs in 2024.

Our selling, general and administrative expenses decreased by $1,207 to $3,213 for the three months ended September 30, 2024, and by $6,267 to $10,066 for the nine months ended September 30, 2024.

The decrease is primarily due to lower legal fees and compensation costs in 2024.

Liquidity and Capital Resources

As of June 30, 2024, our cash and cash equivalents totaled approximately $26,285 and our short-term investments totaled approximately $20,624, compared to cash and cash equivalents of approximately

$26,289 and short-term investments of approximately $27,258 at December 31, 2023, respectively.

Working capital was $40,201 at June 30, 2024, and $52,577 at December 31, 2023.

We expect that our cash and cash equivalents and short-term investments as of June 30, 2024, will be sufficient to fund our current level of operating expense, including legal expenses and provide

related working capital for the foreseeable future.

Over the longer term, we expect to derive our future revenue from license fees and royalties associated with our patent portfolio, technology, software and secure domain name registry, as well as

partnering with others to integrate our family of cybersecurity products and services into their solutions and to resell them to their current and future customers.

As of September 30, 2024, our cash and cash equivalents totaled approximately $25,130 and our short-term investments totaled approximately $18,624, compared to cash and cash equivalents of

approximately $26,289 and short-term investments of approximately $27,258 at December 31, 2023, respectively.

Working capital was $36,885 at September 30, 2024, and $52,577 at December 31, 2023.

We expect that our cash and cash equivalents and short-term investments as of September 30, 2024, will be sufficient to fund our current level of operating expense, including legal expenses and

provide related working capital for the foreseeable future.

Over the longer term, we expect to derive our future revenue from license fees and royalties associated with our patent portfolio, technology, software and secure domain name registry,

as well as collaborating with others to integrate our family of cybersecurity products and services into their solutions and to resell them to their current and future customers.

On March 30, 2023, we declared a one-time cash dividend of $20 per share of common stock, paid to shareholders of record as of the close of business on April 10, 2023.

The timing and amount of future

dividends, if any, will depend on market conditions, corporate business and financial considerations and regulatory requirements.

For the three and six months ended June 30, 2024, we recognized no income tax benefit, which is an effective tax rate of 0%.

For the three and six months ended June 30, 2023, we recognized an income

tax benefit of $0 and $78, respectively, which is an effective tax rate of 0.0% and 0.49%.

The effective tax rate was lower than the statutory federal income tax rate during 2023 and 2024 primarily due to the change in valuation allowance.

The timing and amount of

future dividends, if any, will depend on market conditions, corporate business and financial considerations and regulatory requirements.

For the three and nine months ended September 30, 2024, we recognized income tax expense of $0 and $3, an effective income tax rate of approximately 0.0% for both periods.

For the three and nine

months ended September 30, 2023, we recognized an income tax benefit of $1 and $79, an effective income tax rate of 0.0% and 0.4%.

The effective tax rate was lower than the statutory federal income tax rate during 2023 and 2024 primarily due to

the change in valuation allowance.

Contractual Obligations

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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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis