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
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
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.
2023年10月25日，VirnetX Holding Corporation（以下简称“VirnetX”）公司“）提交了公司修订和重述公司注册证书的修订证书（“宪章修正案“）与特拉华州州务卿达成20对1的反向股票分割（“反向拆分股票“）公司普通股的流通股或库存股，每股面值0.0001美元，自下午4时起生效，美国东部时间2023年10月25日（“有效时间“）.该公司的普通股预计将开始在纽约证券交易所（“纽交所”）截至2023年10月26日开盘交易，现有股票代码为“VHC”。反向股票分割后，公司普通股的CUSIP编号将更改为92823T 207。
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.
公司股东批准了反向股票分割，并授予公司董事会（“冲浪板“）在2023年10月24日举行的股东特别会议上决定进行反向股票分割的权力（“2023特别会议“）.关于股东投票的更多信息见下文本报告第5.07项。于二零二三年特别会议后，董事会决定进行反向股份分拆。
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.
自生效时间起，公司每20股已发行或库存持有的普通股将合并为一股已发行或库存持有的普通股。普通股的授权股份总数将保持不变，为100，000，000股。公司普通股的面值将保持不变，为每股0.0001美元。如果由于反向股票分割，登记股东将有权获得零碎股份，则不会发行任何代息股份或零碎股份。相反，由于反向股票分割而发行的普通股的任何零碎股份将以现金支付，参考纽约证券交易所截至生效时间（经调整以使反向股票分割生效）报告的普通股收盘价，不计利息。
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.
自生效时间起，还将对行使公司股票期权时可发行的普通股数量、根据已发行限制性股票单位可发行的股份数量、根据本公司股权激励计划授权预留发行的股份数量及行使时可发行的股份数量于二零二零年发行的若干权证。未行使的股票期权、认股权证和股权奖励的行使价也将按比例调整（如适用）。