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VirnetX Holding Corp

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

VHC$9.71+2.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-12.

0001140361-25-030577

Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001140361-25-042294

Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 32 previous paragraphs and 36 current paragraphs.

20 unchanged; 10 reworded; 6 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

We intend to sell directly to U.S. defense, intelligence and government agencies. We obtained a Multiple Award Schedule (MAS) contract, so we can sell our products, services, and solutions at pre-negotiated prices to Federal, state, and local government buyers. To strengthen our ability to support these markets, we have obtained DD Form 2345 certifications for our facilities in Zephyr Cove, Nevada, and Farmington, Utah. This certification, formally known as the Militarily Critical Technical Data Agreement and administered by the DoW’s Joint Certification Program, enables us to access and share unclassified technical data with military or space applications subject to export controls under the Export Administration Regulations or the International Traffic in Arms Regulations. This certification is an essential step in ensuring that we can securely handle sensitive technical information while advancing opportunities with U.S. defense and government agencies.

Current report

Our selling, general and administrative expenses decreased from $3,213 in 2024 to $3,059 for the three months ended September 30, 2025, and decreased from $10,066 in 2024 to $8,624 for the nine months ended September 30, 2025. The decrease was related to legal fees incurred in 2024 to protect our patents; no similar costs were incurred in 2025.

Current report

Effective September 30, 2025, we identified an impairment in our investment in OP Media Inc., and a result, we recognized an impairment loss totaling $500.
Removed paragraphs (2)

Previous report

Our selling, general and administrative expenses decreased by $416 and by $1,289 totaling $2,777 and $5,565, respectively for the three and six months ended June 30, 2025 versus $3,193 and $6,854 for the three and six months ended June 30, 2024. During 2024, we incurred legal fees pursuing protection of our patents which was finalized in 2024.
Reworded paragraphs (10)

Previous wording

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Current wording

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Previous wording

Our products, including War Room™ and VirnetX Matrix™, are designed to support the U.S. Department of Defense (DoD) with real-time, encrypted collaboration. War Room TMoffers advanced visualization for situational awareness, while Matrix secures communications through robust encryption, even in contested environments.

Current wording

Our products, including War Room™ and VirnetX Matrix™, are designed to support the U.S. Department of War (DoW) with real-time, encrypted collaboration. War Room TMoffers advanced visualization for situational awareness, while VirnetX Matrix TM secures communications through robust encryption, even in contested environments.

Previous wording

Our Digital Engineering (DE) services are designed to strengthen our current and evolving Model-Based Systems Engineering (MBSE) processes while also providing comprehensive Cyber Threat Assessment services seamlessly integrating into the US DoD’s Digital Engineering strategy. Additionally, our DE professional services include integration of our subject matter expertise in kinetic and non-kinetic secure, automated, command and control, battle management, and all-domain collection sensor orchestration. With embedded secure communication from R&D to operational deployment, our Dynamic Trust Evaluation (DTE) methods continuously enforce real-time trust policies, ensuring resilient and adaptive network security. Our Cyber Threat Intelligence (CTI) and assessment services deliver context-aware insights, empowering defense leaders to anticipate and mitigate emerging cyber threats.

Current wording

Our Digital Engineering (DE) services are designed to strengthen our current and evolving Model-Based Systems Engineering (MBSE) processes while also providing comprehensive Cyber Threat Assessment services seamlessly integrating into the DoW Digital Engineering strategy. Additionally, our DE professional services include integration of our subject matter expertise in kinetic and non-kinetic secure, automated, command and control, battle management, and all-domain collection sensor orchestration. With embedded secure communication from R&D to operational deployment, our Dynamic Trust Evaluation (DTE) methods continuously enforce real-time trust policies, ensuring resilient and adaptive network security. Our Cyber Threat Intelligence (CTI) and assessment services deliver context-aware insights, empowering defense leaders to anticipate and mitigate emerging cyber threats.

Previous wording

We have undertaken activities to align our products and services with DoD’s Digital Engineering Strategy, and as such, plan to make available the following services to Federal, state, and local government agencies.

Current wording

We have undertaken activities to align our products and services with DoW’s Digital Engineering Strategy, and as such, plan to make available the following services to Federal, state, and local government agencies.

Previous wording

We intend to sell directly to U.S. defense, intelligence and government agencies. We are undertaking activities to obtain a Multiple Award Schedule (MAS) contract, so we can sell our products, services, and solutions at pre-negotiated prices to federal, state, and local government buyers. We intend to continue our activities to commercialize our products, services and intellectual property in and outside the United States including VirnetX One™, War Room™, VirnetX Matrix™ and our Secured Domain Name Registry and Technology. We believe our product portfolio to secure devices and systems are suitable in areas such as national defense, local, state, Federal and foreign governments, critical infrastructure, law enforcement, healthcare, finance, legal, oil and gas, medical, and related support industries. We continue to actively pursue new sales opportunities in and outside of the United States.

Current wording

We intend to continue our activities to commercialize our products, services and intellectual property in and outside the United States including VirnetX One™, War Room™, VirnetX Matrix™ and our Secured Domain Name Registry and Technology. We believe our product portfolio to secure devices and systems are suitable in areas such as national defense, local, state, Federal and foreign governments, critical infrastructure, law enforcement, healthcare, finance, legal, oil and gas, medical, and related support industries. We continue to actively pursue new sales opportunities in and outside of the United States.

Previous wording

We recognized revenue of $48 and $3 in the six months ended June 30, 2025 and 2024.

Current wording

We recognized revenue of $106 and $5 in the nine months ended September 30, 2025 and 2024.

Previous wording

Our research and development expenses remained steady between 2025 and 2024 totaling $1,215 and $2,474 for the three and six months ended June 30, 2025 compared to $1,223 and $2,491 for the three and six months ended June 30, 2024.

Current wording

Our research and development expenses remained steady between 2025 and 2024 totaling $1,143 and $3,617 for the three and nine months ended September 30, 2025 compared to $1,176 and $3,667 for the three and nine months ended September 30, 2024.

Previous wording

As of June 30, 2025, our cash and cash equivalents totaled approximately $17,293 and our short-term investments totaled approximately $13,933, compared to cash and cash equivalents of approximately $23,296 and short-term investments of approximately $14,786 at December 31, 2024, respectively. Working capital was $29,595 at June 30, 2025, and $31,009 at December 31, 2024.

Current wording

As of September 30, 2025, our cash and cash equivalents totaled $17,129 and our short-term investments totaled $11,064, compared to cash and cash equivalents of $23,296 and short-term investments of $14,786 at December 31, 2024, respectively. Working capital was $26,363 at September 30, 2025, and $31,009 at December 31, 2024.

Previous wording

Our effective tax rate is 0% for income tax for the three and six months ended June 30, 2025, and 2024, and we expect our effective tax rate for the full year will be 0%. Our effective tax rate is less than the 21% statutory tax rate primarily due to our valuation allowance. Based on the weight of available evidence, including net cumulative losses and expected future losses, we have determined it is more likely than not that our U.S. federal and state deferred tax assets will not be realized and therefore we have provided a full valuation allowance on the U.S. federal and state net deferred tax assets.

Current wording

Our effective tax rate is 0% for income tax for the three and nine months ended September 30, 2025, and 2024, and we expect our effective tax rate for the full year will be 0%. Our effective tax rate is less than the 21% statutory tax rate primarily due to our valuation allowance. Based on the weight of available evidence, including net cumulative losses and expected future losses, we have determined it is more likely than not that our U.S. federal and state deferred tax assets will not be realized and therefore we have provided a full valuation allowance on the U.S. federal and state net deferred tax assets.