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)
October 1, 2026
VirnetX Holding Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-33852
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77-0390628
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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VHC
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth company 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 1.01. |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On October 1, 2026, in connection with the launch of an “at the market” offering program, VirnetX Holding Corporation (the “Company”) entered into an
At the Market Offering Agreement (the “Sales Agreement”) with Titan Partners Securities LLC, as sales agent, (the “Agent”) pursuant to which the Company may sell, from time to time, an aggregate of up to $19,135,717 of shares (the “Shares”) of its
common stock, par value $0.0001 per share (the “Common Stock”).
The Shares may be issued and sold from time to time through the Agent pursuant to the Company’s shelf Registration Statement on Form S-3 (File No.
333-295960). The Company has filed a prospectus supplement, dated October 1, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale of the Shares pursuant to the Sales
Agreement. The Company intends to use the net proceeds from the sale of the Shares, if any, for product development, marketing and general corporate purposes, which may include working capital, capital expenditures and other corporate expenses.
The Company may, from time to time and subject to the terms of the Sales Agreement, sell the Shares thereunder, but is not obligated to sell any such
Shares. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell, on the Company’s behalf, the Shares offered by the Company under the Sales Agreement, unless earlier terminated
pursuant to the terms of the Sales Agreement. The Agent may sell such Shares by any methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly on
The Nasdaq Capital Market or any other existing trading market for the Common Stock or to or through a market maker. With the Company’s prior written consent, the Agent may also sell Shares in privately negotiated transactions.
The Company has agreed to pay the Agent a commission equal to 3.0% of the gross sales price of the Shares sold pursuant to the Sales Agreement. The
Sales Agreement contains customary representations, warranties and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions.
The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other
than the parties to the Sales Agreement and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures
contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”).
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement, nor
shall there be any sale of such Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The legal opinion of Wilson Sonsini
Goodrich & Rosati, Professional Corporation relating to the Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Forward-Looking Statements
Certain information in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements regarding the Company’s sale of Shares under the Sales Agreement. These forward-looking statements are
based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. Because forward-looking
statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the
forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements, including due to changes in economic and financial conditions, such as volatility in interest
and exchange rates and in the capital or credit markets, and due to other factors discussed in the section titled “Risk Factors” in our Annual Report and Quarterly Reports and other documents filed with the SEC from time to time. Except as
otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements.
| ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
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Incorporated by Reference Herein
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Exhibit No.
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Description
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Form
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Exhibit No.
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Filing Date
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File No.
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Filed Herewith
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1.1
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At the Market Offering
Agreement, dated as of October 1, 2026, by and between the Company and Titan Partners Securities LLC.
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X
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5.1
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Opinion of Wilson Sonsini
Goodrich & Rosati, P.C.
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X
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23.1
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Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto).
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X
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104
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Cover Page Interactive Data File, formatted in inline XBRL.
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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.
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VirnetX Holding Corporation
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By:
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/s/ Kendall Larsen
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Kendall Larsen
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Chief Executive Officer
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Dated: October 1, 2026
