On October 25, VirnetX Filed A Certificate Of Amendment To The Co's Amended And Restated Certificate Of Incorporation With The Secretary Of State Of The State Of Delaware To Effect A 1-For-20 Reverse Stock Split, To Trade On Adjusted Basis On October 26

Author: Benzinga Newsdesk | October 26, 2023 02:58pm

On October 25, 2023, VirnetX Holding Corporation (the "Company") filed a certificate of amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the "Reverse Stock Split") of the shares of the Company's common stock outstanding or held in treasury, par value $0.0001 per share, effective as of 4:00 p.m., Eastern Time, on October 25, 2023 (the "Effective Time"). The Company's common stock is expected to begin trading on a reverse-split-adjusted basis on the New York Stock Exchange ("NYSE") as of the open of trading on October 26, 2023 under the existing ticker symbol "VHC". The CUSIP number for the Company's common stock will change to 92823T 207 following the Reverse Stock Split.

The Company's stockholders approved the Reverse Stock Split and granted the Company's board of directors (the "Board") the authority to determine to proceed with the Reverse Stock Split at a Special Meeting of Stockholders held on October 24, 2023 (the "2023 Special Meeting"). Additional information about the stockholder vote is provided under Item 5.07 of this report, below. Following the 2023 Special Meeting, the Board determined to effect the Reverse Stock Split.

As of the Effective Time, every 20 shares of the Company's common stock outstanding or held in treasury will be combined into one share of common stock outstanding or held in treasury. The total number of authorized shares of common stock will remain unchanged at 100,000,000. The par value of the Company's common stock will remain unchanged at $0.0001 per share. No scrip or fractional shares would be issued if, as a result of the Reverse Stock Split, a registered stockholder would otherwise become entitled to a fractional share. Instead, any fractional shares of common stock that would otherwise be issuable as a result of the Reverse Stock Split will be paid out in cash, with reference to the closing price of the common stock as reported on NYSE as of the Effective Time (as adjusted to give effect to the Reverse Stock Split), without interest.

As of the Effective Time, proportional adjustments to reflect the Reverse Stock Split will also be made to the number of shares of common stock issuable upon the exercise of the Company's stock options, the number of shares issuable pursuant to outstanding restricted stock units, the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive plan and the number of shares issuable upon exercise of that certain warrant that was issued in 2020. The exercise prices of outstanding stock options, warrant, and equity awards will also be proportionately adjusted, as applicable.

Posted In: VHC