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 15, 2021
VirnetX
Holding Corporation
(Exact name of registrant as specified in its
charter)
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 (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:
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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New York
Stock Exchange
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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.
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Item 5.02. |
Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(c) Appointment of Chief
Financial Officer
Effective on September 15, 2021, Katherine Allanson was appointed
as the Chief Financial Officer of VirnetX Holding Corporation (the
“Company”).
Ms. Allanson, age 60, served as the Company’s Controller from
September 1, 2021 to September 14, 2021 and as an independent
consultant providing accounting and reporting services to the
Company from October 2011 until August 2021. She has also provided
similar independent consulting services for other public and
private companies and certified public accountant firms and will
continue to do so on a part-time basis. Ms. Allanson earned her
Bachelor of Science in Accounting from Auburn University and is a
Licensed Certified Public Accountant.
Prior to her appointment as Chief Financial Officer, Ms. Allanson
signed an offer letter (the “Offer
Letter”) for the position of Controller of the Company,
effective September 1, 2021 (the “Start Date”).
On September 15, 2021, the board of directors of the Company (the
“Board”) approved Ms.
Allanson’s promotion to the position of Chief Financial Officer. In
connection with this appointment, the compensation committee of the
Board (the “Compensation
Committee”) approved the compensation package described
below:
Salary
The Compensation Committee authorized an annual base salary of
$295,000.00, which will be paid semi-monthly in accordance with the
Company’s normal payroll procedures.
Benefits
Ms. Allanson will be eligible to participate in certain employee
benefit programs 90 (ninety) days after the Start Date. Benefits
will be subject to the satisfaction of any eligibility requirements
and subject to the terms of such benefit programs. Ms. Allanson
will be eligible to receive medical, dental, and vision insurance
30 (thirty) days after the Start Date, as well as participation in
the 401k retirement program after 90 (ninety) days. In addition,
Ms. Allanson will be eligible for bonuses subject to performance
review.
Equity Award
The Compensation Committee authorized the Company to grant Ms.
Allanson an option to purchase 120,000 shares of the Company’s
Common Stock at an exercise price per share equal to the closing
sales price of the Common Stock traded on the New York Stock
Exchange as of the date of the action by unanimous written consent
of the Compensation Committee approving her grant and of that of
the Board approving her appointment. 25% of the shares subject to
the option shall vest 12 months after the grant vesting date,
subject to Ms. Allanson’s continuing employment with the Company.
No shares shall vest before such date. The remaining shares shall
vest monthly over the next 36 months in equal monthly amounts
subject to Ms. Allanson’s continuing employment with the Company.
This option grant shall be subject to the terms and conditions of
the Company’s 2013 Equity Incentive Plan and Stock Option
Agreement, including vesting requirements. No right to any stock is
earned or accrued until such time that vesting occurs, nor does the
grant confer any right to continue vesting or employment.
Ms.
Allanson’s employment with the Company is for no specified period
and constitutes at-will employment. As a result, Ms. Allanson may
resign at any time, for any reason or for no reason. Similarly, the
Company may conclude its employment relationship with Ms. Allanson
at any time, with or without cause, and with or without
notice.
The foregoing description is reflective of Ms. Allanson’s
compensation, terms and conditions of her employment. Reference may
be made to (i) the Offer Letter, which will be filed with the
Company’s Quarterly Report on Form 10-Q for the period ended
September 30, 2021, and (ii) the 2013 Equity Incentive Plan, which
was filed as Exhibit 10.5 to the Company’s Annual Report on Form
10-K filed on March 16, 2021.
The Company entered into its standard form of indemnification
agreement with Ms. Allanson, a form copy of which was filed as
Exhibit 10.1 of the Company’s Annual Report on Form 10-K filed on
March 16, 2021.
Other than the indemnification agreement described above, Ms.
Allanson has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K promulgated under the Securities Exchange Act of
1934, as amended, nor are any such transactions currently proposed.
There are no arrangements or understandings between Ms. Allanson
and any other persons pursuant to which Ms. Allanson was appointed
as Chief Financial Officer, and there are no family relationships
between Ms. Allanson and any director or executive officer of the
Company.
A copy of the news release issued by the Company on September 15,
2021 announcing Ms. Allanson’s appointment as Chief Financial
Officer is attached hereto as Exhibit 99.1.
Item
9.01. |
Financial
Statements and Exhibits.
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Exhibit
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Description
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News release of
VirnetX Holding Corporation dated September 15, 2021 announcing the
appointment of Katherine Allanson as Chief Financial Officer.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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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 17, 2021
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