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)

~~August~~June 2812, ~~2024~~2025

VirnetX Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-33852	77-0390628
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	VHC	NYSE

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. ☐

ITEM 35.0107. ~~NOTICE~~SUBMISSION OF ~~DELISTING~~MATTERS ~~OR FAILURE~~ TO ~~SATISFY~~ A ~~CONTINUED~~VOTE ~~LISTING RULE OR STANDARD; TRANSFER~~ OF ~~LISTING.~~SECURITY HOLDERS

~~On August 28, 2024, VirnetX Holding Corporation~~ (the “Company”) received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is no longer in compliance with NYSE’s continued listing standards set forth in Section 802.01B (the “Minimum Market Capitalization Standard”) due to the fact that the Company’s average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders’ equity was less than $50 million. As described in the Notice, as of August 27, 2024, the Company’s 30 trading-day average market capitalization was approximately $23.9 million and its last reported stockholders’ equity as of June 30, 2024, was approximately $48.8 million.)

InOn ~~accordance~~June ~~with~~12, ~~applicable NYSE procedures~~2025, ~~within~~VirnetX 45Holding ~~days~~Corporation ~~from receipt of~~ (the ~~Notice,~~ ~~the~~ “Company”) ~~intends~~held toits ~~submit~~2025 aannual ~~plan~~meeting ~~to the NYSE advising it~~ of ~~the~~stockholders ~~definitive action~~(s) the ~~Company~~“2025 ~~has~~Annual ~~taken,~~Meeting”). isPresent ~~taking, or~~at ~~plans~~the to2025 ~~take~~Annual Meeting ~~that~~in ~~would~~person ~~bring~~or itby ~~into~~proxy ~~conformity~~were ~~with~~holders ~~the~~of ~~Minimum~~2,717,048 ~~Market~~shares ~~Capitalization Standard within 18 months~~ of ~~receipt of~~ the ~~Notice~~Company’s ~~(the~~common ~~“Cure~~stock, ~~Period”)~~representing 64.10% ~~Upon receipt~~ of ~~such plan,~~ the ~~NYSE~~voting ~~will~~power ~~have~~of ~~up to 45 days to evaluate~~ the ~~plan~~shares ~~and~~of ~~determine whether~~ the Company’s ~~has~~common ~~made~~stock aas ~~reasonable demonstration~~ of ~~its ability~~April to17, ~~come~~2025, ~~into conformity with~~ the ~~relevant~~record ~~listing~~date ~~standards~~for ~~within~~ the ~~Cure~~2025 ~~Period.~~Annual ~~If the NYSE accepts the Company’s plan~~Meeting, ~~the~~and constituting ~~NYSE~~a ~~will~~quorum ~~review~~for the ~~Company~~transaction onof abusiness. ~~quarterly~~The ~~basis~~matters tothat ~~confirm~~were ~~compliance~~voted ~~with~~upon ~~the~~at ~~plan. If~~ the ~~Company’s~~2025 ~~plan~~Annual ~~is not accepted~~Meeting, and the ~~Company~~number ~~fails~~of tovotes ~~comply~~cast ~~with~~for, ~~the~~against ~~plan~~ or ~~does~~withheld, ~~not~~as ~~meet~~well ~~the~~as ~~Minimum Market Capitalization Standard at~~ the ~~end~~number of ~~the~~abstentions ~~Cure~~and ~~Period,~~broker itnon-votes ~~will~~as ~~be subject~~ to ~~NYSE’s~~each ~~prompt~~such matter, ~~initiation~~where ofapplicable, ~~suspension~~are ~~and~~set ~~delisting~~forth ~~procedures~~below.

The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on the NYSE during the Cure Period, subject to the NYSE’s acceptance of the Company’s plan, the Company’s continued compliance with the plan and NYSE’s other continued listing standards.(b)

~~The~~At ~~current noncompliance with~~ the ~~NYSE~~2025 ~~listing~~Annual ~~standards~~Meeting, ~~does not affect~~ the Company’s ~~ongoing~~stockholders ~~business~~(i) ~~operations~~elected orthe ~~its~~Company’s ~~U.S.~~Class ~~Securities~~III ~~and~~director ~~Exchange~~nominee, ~~Commission reporting~~(ii) ~~requirements.~~ratified ~~The~~the ~~Company~~appointment isof ~~considering~~Farber ~~all~~Hass ~~available~~Hurley LLP ~~options~~as tothe ~~regain compliance with NYSE~~Company’s ~~continued~~independent ~~listing~~registered ~~standards~~accounting ~~and~~firm ~~can~~for ~~provide~~the nofiscal ~~assurances~~year ~~that~~ending itDecember ~~will~~31, be2025, ~~able~~and to(iii) ~~satisfy~~approved, ~~any~~on ofan ~~the steps~~advisory ~~outlined~~basis, ~~above and maintain~~ the ~~listing~~compensation of ~~its~~the ~~shares~~Company’s onnamed ~~the~~executive ~~NYSE~~officers.

~~Forward-Looking~~Proposal ~~Statements~~1: Election of Class III director to serve until the 2028 Annual Meeting of Stockholders:

This current report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may relate to, but are not limited to, any statements regarding the Company’s efforts and ability to regain compliance with the NYSE’s continued listing standards. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology that concern the Company’s expectations, strategy, plans or intentions. You should not put undue reliance on any forward-looking statements.

	Votes For		Votes Withheld		Broker Non-Votes
Michael F. Angelo	1,544,201		77,807		1,095,040

~~Forward-looking~~Proposal ~~statements~~2: ~~are~~Ratification ~~based on information available at the time those statements are made and/or management’s good faith beliefs and assumptions as~~ of ~~that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by~~ the ~~forward-looking~~appointment ~~statements. These risks and uncertainties include the Company’s ability to develop a plan to regain compliance with the continued listing criteria~~ of ~~the~~Farber ~~NYSE;~~Hass ~~the~~Hurley ~~NYSE’s~~LLP ~~acceptance~~as ~~of such plan;~~ the ~~Company’s~~ ~~ability to execute such plan and to continue to comply with applicable listing standards within the available cure period; risks arising from the potential suspension of trading of the~~ Company’s ~~common~~independent ~~stock~~registered onpublic ~~the~~accounting ~~NYSE,~~firm ~~and~~for ~~other risks and uncertainties detailed from time to time in~~ the ~~Company’s reports filed with the SEC. In~~ ~~light~~ fiscal ofyear ~~these~~ending ~~risks~~December ~~and uncertainties~~31, the forward-looking events and circumstances discussed in this current report on Form 8-K may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement.2025:

ITEM 7.01. REGULATION FD DISCLOSURE.

	Votes For		Votes Against		Abstentions
	2,679,064		25,499		12,485

AsProposal ~~required~~3: ~~under~~Advisory ~~the~~vote ~~NYSE~~to ~~rules,~~approve the ~~Company~~compensation ~~issued~~of ~~a press release on September 4, 2024, announcing that it had received~~ the ~~Notice from~~Company’s ~~the~~named ~~NYSE~~executive ~~described in Item 3.01. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.~~officers:

The information contained in, or incorporated into, this Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.

	Votes For		Votes Against		Abstentions		Broker Non-Votes
	1,460,486		135,539		25,983		1,095,040

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated September 4, 2024.
104		Cover Page Interactive Data File, formatted in inline XBRL.

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.

	VirnetX Holding Corporation
	By:	/s/ Kendall Larsen
		Kendall Larsen Chief Executive Officer
Dated: September 4, 2024

	VirnetX Holding Corporation

	By:	/s/ Kendall Larsen
		Kendall Larsen
		Chief Executive Officer

Dated: June 17, 2025

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