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)
September 11, 2025
VirnetX Holding Corporation
(Exact name of registrant as specified in its charter)
Delaware
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001-33852 |
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 (see General Instruction A.2):
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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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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 3.01 |
NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
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On September 11, 2025, VirnetX Holding Corporation (the “Company”), acting pursuant to authorization from its Board of Directors, notified the New York
Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the listing of its common stock, par value $0.0001 per share (the “Common Stock”) from the NYSE and transfer the listing to The Nasdaq Stock Market LLC (“Nasdaq”), effective on
or about September 22, 2025.
The Company expects that listing and trading of its Common Stock on the NYSE will end at market close on or about September 22, 2025, and that trading
will begin on Nasdaq at market open on or about September 23, 2025. The Common Stock has been approved for listing on Nasdaq, where it will continue to trade under its current symbol, “VHC”.
| Item 7.01 |
REGULATION FD DISCLOSURE.
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The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of the Common Stock to Nasdaq.
The information contained in Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing made under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press release dated September 11,
2025.
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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: September 11, 2025
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