Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, December 31, 2025.
The purpose of this evaluation was to determine whether as of December 31, 2025 our disclosure controls and procedures were effective to provide reasonable assurance that the information we are
required to disclose in our filings with the SEC, (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were effective.
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Index
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting (as such term is defined in rules 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal year
ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide
reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes
maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that
receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our
financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would
be prevented or detected.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31,
2025. There were no changes in our internal control over financial reporting during the period ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Other Information
Securities Trading Plans of Directors and Executive Officers.
During the three months ended December 31, 2025, the Company did not adopt , modify or terminated and no directors or officers, as defined in Rule 16a-1(f), adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders (the Proxy Statement),
which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2025 and is incorporated in this report by reference.
Item 11.
Executive Compensation
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
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Index
Securities Authorized for Issuance Under the Equity Compensation Plans
Our Amended and Restated Equity Incentive Plan (the A&R Plan) was approved by our shareholders in June 2023. The A&R Plan allows us to grant stock options, restricted stock units (“RSUs”),
and restricted stock. Options granted under the A&R Plan are granted with an exercise price equal to the fair value of the of our stock on the date of grant. RSUs and restricted stock are granted at the fair value of our stock on the date of
grant. The fair value of options, RSUs and restricted stock are expensed over the vesting periods. All awards are subject to forfeiture if service terminates prior to the shares vesting. At December 31, 2025, there were 106,914 shares available for
grant under the A&R Plan.
Plan Category
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options and
RSUs
Weighted-Average
Exercise Price of
Outstanding
Options and RSUs
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
Equity compensation plans approved by security holders
727,884
$
39.82
106,914
Equity compensation plans not approved by security holders
—
—
Total
727,884
$
39.82
106,914
During 2025, we granted restricted stock awards totaling 30,000 to non-employee members of our Board of Directors, 488,000 options to our employees.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 14.
Principal Accounting Fees and Services
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report on Form 10-K
(1)
Financial Statements: See the Index to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.
(2)
Financial Statement Schedule: Financial statement schedules are omitted because they are not applicable, or the required information is shown in the
financial statements or notes thereto. All other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or the notes thereto.
(3)
Exhibits: The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual
Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
45
Index
EXHIBIT INDEX
Exhibit
Number
Description
Incorporated by reference herein
Form
Exhibit
No.
Filing Date
File No.
Filed
Herewith
3.1
Amended and Restated Certificate of Incorporation of the Company, as amended.
8-K
3.1
11/01/2007
000-26895
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.
8-K
3.1
10/25/2023
001-33852
3.3
Amended and Restated Bylaws of the Company.
8-K
3.1
01/27/2023
001-33852
4.1
Specimen Common Stock Certificate.
S-3
4.1
07/30/2018
333-226413
4.2
Form of Senior Indenture.
S-3
4.2
07/30/2018
333-226413
4.3
Form of Subordinated Indenture.
S-3
4.4
07/30/2018
333-226413
4.4
Description of Capital Stock.
X
10.1
Form of Indemnification Agreement.
10-K
10.1
03/18/2019
001-33852
10.2*
2007 Stock Plan, as amended.
10-Q
10.2
05/10/2012
001-33852
10.3*
Amended Form of Stock Option Agreement – 2007 Stock Plan.
10-Q
4.5
05/10/2011
001-33852
10.4*
Form of Restricted Stock Unit Award Agreement – 2007 Stock Plan.
10-Q
10.3
05/10/2012
001-33852
10.5*
2013 Equity Incentive Plan, as amended.
DEF 14A
Appendix A
04/13/2021
001-33852
10.6*
Amended and Restated 2013 Equity Incentive Plan.
8-K
10.1
06/18/2024
001-33852
10.7*
Form of Stock Option Agreement – 2013 Equity Incentive Plan and Amended and Restated 2013 Equity Incentive Plan.
10-K
10.6
03/02/2015
001-33852
10.8*
Form of Restricted Stock Unit Agreement – 2013 Equity Incentive Plan and Amended and Restated 2013 Equity Incentive Plan.
10-K
10.7
03/02/2015
001-33852
10.9*
Form of Restricted Stock Agreement – Amended and Restated 2013 Equity Incentive Plan.
10-Q
10.2
08/11/2023
001-33852
10.10
Patent License and Assignment Agreement by and between the Company and Leidos, Inc. (formerly Science Applications International Corporation) dated as
of August 12, 2005.
8-K
10.4
07/12/2007
000-26895
10.11**
Amendment No. 1 to Patent License and Assignment Agreement by and between the Company and Leidos, Inc. dated as of November 2, 2006.
8-K
10.6
07/12/2007
000-26895
10.12
Amendment No. 2 to Patent License and Assignment Agreement by and between VirnetX, Inc. and Leidos, Inc. dated as of March 12, 2008.
8-K
10.1
03/18/2008
001-33852
10.13
Security Agreement by and between the Company and Leidos, Inc. dated as of August 12, 2005.
8-K
10.5
07/12/2007
000-26895
10.14
Assignment Agreement between the Company and Leidos, Inc. dated as of December 21, 2006.
8-K
10.7
07/12/2007
000-26895
46
Index
10.15
Professional Services Agreement by and between the Company and Leidos, Inc. dated as of August 12, 2005.
8-K
10.8
07/12/2007
000-26895
10.16**
Settlement and License Agreement, by and between Microsoft Corporation and VirnetX, Inc., dated May 14, 2010.
10-Q/A
10.1
01/31/2011
001-33852
10.17**
Amended Settlement and License Agreement, by and between Microsoft Corporation and VirnetX, Inc., dated December 17, 2014.
10-K
10.23
03/02/2015
001-33852
10.18*
Hire Letter by and between Katherine Allanson and the Company, dated as of September 1, 2021.
10-Q
10.1
11/08/2021
001-33852
10.19
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 .
10-Q
10.2
05/15/2023
001-33852
10.20*
Outside Director Compensation Policy, as adopted on November 30, 2023.
10-K/A
10.22
04/18/2024
001-33852
19.1
Insider Trading and Disclosure Compliance Program, amended on August 11, 2025.
X
21.1
Subsidiaries of VirnetX Holding Corporation .
10-K
21.1
03/16/2021
001-33852
23.1
Consent of Farber Hass Hurley LLP, Independent Registered Public Accounting Firm.
X
24.1
Power of Attorney (contained on signature page hereto)
X
31.1
Chief Executive Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act.
X
31.2
Chief Financial Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act.
X
32.1†
Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
X
32.2†
Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
X
97.1*
Compensation Recovery Policy of the Company as adopted November 8, 2023.
10-K/A
97.1
04/18/2024
001-33852
101.INS
XBRL Instance Document
X
101.SCH
XBRL Taxonomy Extension Schema Document
X
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
X
*
Indicates management contract or compensatory plan.
**
Confidential treatment has been granted by the SEC as to certain portions of this exhibit.
†
The certifications attached as Exhibit 32.1 and 32.2 that accompany this Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference
into any filing of VirnetX Holding Corporation under the Securities Act or the Exchange Act, whether before or after the date of this Report, irrespective of any general incorporation language contained in such filing.
47
Index
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
VirnetX Holding Corporation
By:
/s/ Kendall Larsen
Name: Kendall Larsen
Title: Chief Executive Officer and President
Dated: March 24, 2026
48
Index
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kendall Larsen as his attorney-in-fact, with full power of substitution, for him in any
and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities
indicated.
Name
Capacity
Date
/s/Kendall Larsen
Director, Chief Executive Officer and President
March 24, 2026
Kendall Larsen
( Principal Executive Officer )
/s/Katherine Allanson
Chief Financial Officer
March 24, 2026
Katherine Allanson
( Principal Financial Officer and
Principal Accounting Officer )
/s/Heidy Chow
Director
March 24, 2026
Heidy Chow
/s/Gary Feiner
Director
March 24, 2026
Gary Feiner
/s/Michael F. Angelo
Director
March 24, 2026
Michael F. Angelo
/s/Thomas M. O’Brien
Director
March 24, 2026
Thomas M. O’Brien
49