VirnetX Faces Nasdaq Delisting Warning

TL;DR

Nasdaq's kicking us off, gotta figure out how to stay listed.

AI Summary

VirnetX Holding Corp. announced on August 28, 2024, that it received a notice from the Nasdaq Stock Market indicating a failure to meet continued listing requirements. The company is currently evaluating its options to regain compliance and avoid delisting.

Why It Matters

This notice puts VirnetX's stock trading on Nasdaq at risk, potentially impacting its liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company has received a notice of delisting from the Nasdaq Stock Market, indicating a significant risk to its continued trading on the exchange.

Key Players & Entities

• VirnetX Holding Corp. (company) — Registrant
• Nasdaq Stock Market (company) — Listing Exchange
• August 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 VHC NYSE Indicate by check mark w
• $50 million — ive 30 trading-day period was less than $50 million and, at the same time, its stockholders
• $23.9 million — market capitalization was approximately $23.9 million and its last reported stockholders' equ
• $48.8 million — as of June 30, 2024, was approximately $48.8 million. In accordance with applicable NYSE pr

Filing Documents

• ef20035439_8k.htm (8-K) — 38KB
• ef20035439_ex99-1.htm (EX-99.1) — 9KB
• image00001.jpg (GRAPHIC) — 273KB
• 0001140361-24-040072.txt ( ) — 563KB
• vhc-20240828.xsd (EX-101.SCH) — 4KB
• vhc-20240828_lab.xml (EX-101.LAB) — 21KB
• vhc-20240828_pre.xml (EX-101.PRE) — 16KB
• ef20035439_8k_htm.xml (XML) — 4KB

01

ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. 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. In accordance with applicable NYSE procedures, within 45 days from receipt of the Notice, the Company intends to submit a plan to the NYSE advising it of the definitive action(s) the Company has taken, is taking, or plans to take that would bring it into conformity with the Minimum Market Capitalization Standard within 18 months of receipt of the Notice (the " Cure Period "). Upon receipt of such plan, the NYSE will have up to 45 days to evaluate the plan and determine whether the Company has made a reasonable demonstration of its ability to come into conformity with the relevant listing standards within the Cure Period. If the NYSE accepts the Company's plan, the NYSE will review the Company on a quarterly basis to confirm compliance with the plan. If the Company's plan is not accepted, the Company fails to comply with the plan or does not meet the Minimum Market Capitalization Standard at the end of the Cure Period, it will be subject to NYSE's prompt initiation of suspension and delisting procedures. The Notice has no immediate impact on the listing of the Company's common stock, which will c

Forward-Looking Statements

Forward-Looking Statements 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 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.

Forward-looking statements are based on information available at the time those

Forward-looking statements are based on information available at the time those expressed in or suggested by the forward-looking statements. These risks and uncertainties include the Company's ability to develop a plan to regain compliance with the continued listing criteria of the NYSE; the NYSE's acceptance 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 stock on the NYSE, and other risks and uncertainties detailed from time to time in the Company's reports filed with the SEC. In light of these risks and uncertainties, 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

01

ITEM 7.01. REGULATION FD DISCLOSURE. As required under the NYSE rules, the Company issued a press release on September 4, 2024, announcing that it had received the Notice from the NYSE 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. 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.

FINANCIAL STATEMENTS AND EXHIBITS

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

View Full Filing

View this 8-K filing on SEC EDGAR