Washington, DC 20549


Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 19, 2021

VirnetX Holding Corporation
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001
New York Stock Exchange

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


Discretionary 2021 Incentive Bonus

On November 19, 2021, the Compensation Committee of the Board of Directors (the “Committee”) of VirnetX Holding Corporation (the “Company”), approved cash bonuses of $365,138.16, $232,319.48, and $44,250.00, respectively, to (1) Kendall Larsen, the Company’s Chief Executive Officer, President, and Chairman, (2) Robert D. Short III, Ph. D., the Company’s Chief Scientist, and (3) Katherine Allanson, the Company’s Chief Financial Officer. The bonuses were paid after the Committee reviewed the Company’s performance and the contributions that Mr. Larsen, Dr. Short, and Ms. Allanson each made to such performance, and were equal to 50%, 50%, and 15%, respectively, of Mr. Larsen’s, Dr. Short’s, and Ms. Allanson’s base salaries for the 2021 fiscal year.


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
/s/ Kendall Larsen
Kendall Larsen
 Chief Executive Officer
Dated: November 26, 2021

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