Virnetx Holding SEC Filings

VirnetX Holding Corporation filed a shelf registration statement on Form S-3 that permits offers and sales of various securities up to an aggregate offering price of $20,000,000. The shelf covers common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts and units. The prospectus states specific terms and offering mechanics will be provided in prospectus supplements and notes the company’s Nasdaq symbol is VHC. The prospectus discloses a public float of $45.43 million based on 4,185,852 shares held by non-affiliates at a per-share price of $12.64 as of May 7, 2026. Use of proceeds is to be determined by management; examples include product development, marketing, working capital, capital expenditures and possible acquisitions.

VirnetX Holding Corporation reported a net loss of $4.4 million for the quarter ended March 31, 2026, with no revenue, compared with a $3.7 million loss a year earlier. Operating expenses were $4.5 million, driven by research and development and higher selling, general and administrative costs. Cash, cash equivalents and short‑term investments totaled about $17.2 million, and total assets were $26.7 million against shareholders’ equity of $18.9 million. Management states there is substantial doubt about the company’s ability to continue as a going concern, as current liquidity is projected to be insufficient to fund operations for twelve months without additional revenue or capital, likely through equity offerings.

VirnetX Holding Corporation is asking stockholders to vote at its virtual 2026 annual meeting on June 11, 2026. Holders of 4,185,852 shares of common stock as of April 16, 2026 can participate after email verification.

Stockholders will elect two Class I directors, Kendall Larsen and Gary W. Feiner, vote on ratifying Farber Hass Hurley LLP as independent auditor for 2026, cast an advisory Say‑on‑Pay vote on executive compensation, and consider an amendment to the 2013 Equity Incentive Plan to add 1,000,000 shares, bringing the plan reserve to 2,175,000 shares. The proxy also details board structure, committee membership, director compensation and significant insider ownership, including Kendall Larsen’s 12.31% stake.

VirnetX Holding Corporation reports 2025 annual results showing a small step toward commercialization but continued heavy losses. Revenue rose to 162 in 2025 from 5 in 2024, mainly from subcontract work under a U.S. Department of Defense contract directed by the Air Force Research Laboratory.

The company recorded a net loss of 18.2 million in both 2025 and 2024, and had an accumulated deficit of 222.9 million as of December 31, 2025. Cash and cash equivalents were 15,548 and short‑term investments were 5,979 at year end. Management believes this liquidity is sufficient to fund current operating plans.

VirnetX focuses on patented cybersecurity and secure communications products, including VirnetX One™, VirnetX Matrix™, and VirnetX War Room™, targeting government and commercial customers. Operating expenses remain significant, with 2025 research and development of 5,654 and selling, general and administrative costs of 13,448. The company employed 21 people as of December 31, 2025 and highlights its long‑tenured technical team and intellectual property portfolio as core assets.

VirnetX Holding Corp (VHC) reported a new equity award for its Chief Financial Officer, Katherine Allanson. On 11/24/2025, she received a stock option (right to buy) covering 30,000 shares of common stock at an exercise price of $20.22 per share, expiring on 11/24/2035.

According to the vesting terms, one-quarter of the option vests and becomes exercisable on the one-year anniversary of the grant date, with an additional one-quarter vesting on each annual anniversary thereafter, assuming she continues as a Service Provider under the company’s 2013 Equity Incentive Plan. If a Change in Control occurs, all unvested shares under this option will fully vest and become exercisable immediately before the transaction is completed.

VirnetX Holding Corp (VHC) reported an insider equity award to its President & CEO and director, Kendall Larsen, who is also a 10% owner. On 11/24/2025, he was granted stock options to buy 50,000 shares of common stock at an exercise price of $20.22 per share, expiring on 11/24/2035, held directly. An additional stock option for 30,000 shares at the same exercise price and expiration date is held indirectly by his spouse.

The options vest over four years: one quarter of the shares vest and become exercisable on the first anniversary of the grant date, and another quarter on each annual anniversary thereafter, subject to continued service under the company’s Amended and Restated 2013 Equity Incentive Plan. If a Change in Control occurs, all then-unvested shares underlying these options will vest and become exercisable immediately before the transaction is completed.

VirnetX Holding Corp (VHC) reported an insider transaction by a director on a Form 4. The reporting person, serving as a director of VirnetX, sold 625 shares of common stock on 11/24/2025 at a price of $20.8885 per share, coded as an "S" transaction (open market or private sale).

After this sale, the director directly beneficially owns 21,709 shares of VirnetX common stock. The filing indicates the form was filed by one reporting person and does not list any derivative securities transactions in Table II.

VirnetX Holding Corporation furnished an Item 7.01 update announcing it was awarded a GSA Schedule contract, as stated in a press release titled “VirnetX Awarded Coveted GSA Schedule Contract - Contract Expands Federal Access to Secure Communications and Zero-Trust Cybersecurity Solutions.” The information, including Exhibit 99.1, was furnished and is not deemed “filed” under Section 18. The exhibits include the press release and the Inline XBRL cover page file.