{"url_path":"/sec/vhc/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1082324/0001140361-26-021650-index.html","accession_number":"0001140361-26-021650","cik":"0001082324","ticker":"VHC","issuer_name":"VirnetX Holding Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1082324/0001140361-26-021650-index.html","primary_entity_key":"0001082324","primary_entity_name":"VirnetX Holding Corp"},"word_count":1118,"has_tables":true,"body_markdown":"UNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n \n\nFORM 10-Q\n\n \n\n(Mark One)\n\n☒\nQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor the quarterly period ended March 31, 2026.\n\n \n\nor\n\n☐\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nCommission File Number: 001-33852\n\n \n\n \n\nVirnetX Holding Corporation\n\n(Exact name of registrant as specified in its charter)\n\n \n\nDelaware\n \n77-0390628\n\n(State or other jurisdiction of incorporation or organization)\n \n(I.R.S. Employer Identification No.)\n\n308 Dorla Court, Suite 206 Zephyr Cove, Nevada\n \n89448\n\n(Address of principal executive offices)\n \n(Zip Code)\n\n \n\nRegistrant’s telephone number, including area code: (775) 548-1785\n\nFormer name, former address and former fiscal year, if changed since last report: N/A\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\nTrading Symbol(s)\n\nName of each exchange on which registered\n\nCommon Stock, par value $0.0001 per share\n\nVHC\n\nNASDAQ\n\n \n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large\naccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer ☐\n\nAccelerated filer ☐\n\nNon-accelerated filer ☒\n\nEmerging growth company  ☐\n\nSmaller reporting company ☒\n \n\n \n\nIf 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\nSection 13(a) of the Exchange Act. ☐\n\n \n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\n \n\n4,185,852 shares of the registrant’s Common Stock were outstanding as of May 7, 2026.\n\nSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS\n\nWe have included or incorporated by reference in this Quarterly Report on Form 10-Q (this Report), and from time to time we may make statements that may constitute “forward-looking statements” within\nthe 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 forward-looking statements are based upon our current\nexpectations, estimates, assumptions, and beliefs concerning future events and conditions and may discuss, among other things, anticipated future performance (including sales and earnings), products and services, expected growth, future business\nplans and costs (including investments, partnerships and collaborations, marketing and business development, and staffing strategies), the impact of potential litigation, our beliefs and statements regarding general industry and market conditions\nand growth rates, as well as general domestic and international economic conditions. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “anticipates,”\n“believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result in,” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements.\nForward-looking statements are necessarily subject to risks, uncertainties, and other factors, many of which are outside our control, which could cause actual results to differ materially from such statements and from our historical results and\nexperience. These risks, uncertainties and other factors include, but are not limited to those described in Item 1A – Risk Factors of this Report and elsewhere in this Report and those described from time to time in our reports filed with the\nSecurities and Exchange Commission (SEC). Readers are cautioned that it is not possible to predict or identify all the risks, uncertainties and other factors that may affect future results and that the risks described herein should not be\nconsidered a complete list. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future\nevents or otherwise.\n\nAmong others, the forward-looking statements appearing in this Report that may not occur include statements that pertain to the activities we have undertaken to commercialize our service offerings,\nproducts and patent portfolio in and outside of the United States including VirnetX One™, War Room™, VirnetX Matrix™, our Secured Domain Name Registry and Technology and our service offerings. These statements may imply that the worldwide market\nfor our commercialized products is large and will result in significant future revenue for us. However, our subcontractor engagement, service offerings, and the commercialization of our products are subject to risks and factors beyond our control\nthat may delay or prevent future revenues for us. While historical contracts may imply future revenues for us, we can provide no assurances that we will receive follow-on work or generate material revenue from such activities.\n\n \n\nEXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.\n\nVIRNETX HOLDING CORPORATION\n\nINDEX\n\n \n \n\nPage\n\n \n \n \n\n[PART I — FINANCIAL INFORMATION](#PARTIFINANCIALINFORMATION)\n\n1\n\n \n\n[Item 1 — Financial Statements](#ITEM1-FINANCIALSTATEMENTS)\n\n1\n\n \n\n[Condensed Consolidated Balance Sheets at March 31, 2026 (unaudited) and December 31, 2025](#BALANCESHEETS)\n\n1\n\n \n\n[Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)](#STATEMENTSOFOPERATIONS)\n\n2\n\n \n\n[Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025 (unaudited)](#STATEMENTSOFCOMPREHENSIVE)\n\n3\n\n \n\n[Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)](#STATEMENTSOFSHAREHOLDERSE)\n\n4\n\n \n\n[Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)](#CASHFLOWS)\n\n5\n\n \n\n[Notes to Condensed Consolidated Financial Statements](#NOTES)\n\n6\n\n \n\n[Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM2MANAGEMENTSDISCUSSIO)\n\n12\n\n \n\n[Item 3 — Quantitative and Qualitative Disclosures About Market Risk](#ITEM3QUANTITATIVEANDQUALI)\n\n14\n\n \n\n[Item 4 — Controls and Procedures](#ITEM4CONTROLSANDPROCEDURE)\n\n14\n\n \n \n \n\n[PART II — OTHER INFORMATION](#PARTIIOTHERINFORMATION)\n\n14\n\n \n\n[Item 1 — Legal Proceedings](#ITEM1LEGALPROCEEDI)\n\n14\n\n \n\n[Item 1A — Risk Factors](#ITEM1ARISKFACTORS)\n\n14\n\n \n\n[Item 5 — Other Information](#ITEM5OTHERINFORMATION)\n\n24\n\n \n\n[Item 6 — Exhibits](#ITEM6EXHIBITS)\n\n25\n\n \n \n \n\n[SIGNATURES](#SIGNATURES)\n\n26\n\n[Index](#INDEX)\n\nPART I — FINANCIAL INFORMATION"}