VirnetX Holding Corporation announced on October 1, 2026, that it has entered into an At the Market Offering Agreement with Titan Partners Securities LLC. Under this agreement, the company may sell, from time to time, an aggregate of up to $19,135,717 of shares of its common stock. The shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-295960) and a prospectus supplement dated October 1, 2026.
The company is not obligated to sell any shares under the agreement, but Titan Partners Securities LLC will use commercially reasonable efforts to sell the shares on the company's behalf. The agent may sell the shares through various methods, including directly on The Nasdaq Capital Market or through a market maker, or via privately negotiated transactions with the company's prior written consent.
Titan Partners Securities LLC will receive a commission equal to 3.0% of the gross sales price of the shares sold. The company intends to use the net proceeds from the sale of the shares for product development, marketing, and general corporate purposes, which may include working capital, capital expenditures, and other corporate expenses.
The agreement was filed with the Securities and Exchange Commission as Exhibit 1.1 to this Current Report on Form 8-K. The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation regarding the shares being offered is filed as Exhibit 5.1.
