SEC Comment Letter for VirnetX Holding Corp (VHC) (CIK 0001082324) (VHC) — Jan 13, 2009
VirnetX Holding Corp (VHC) (CIK 0001082324)
Date: Jan. 13, 2009 · CIK: 0001082324 · Accession: 0000000000-09-001950
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-153645
Letter
Mail Stop 4561 January 13, 2009 Kendall Larsen Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066 Re: VirnetX Holding Corporation Amendment No. 6 to Form S-1 Filed January 2, 2009 File No. 333-153645 Dear Mr. Larsen: We have reviewed the above-referenced filing and have the following comments. General
1. In light of the changes in the underwriting arrangements in this offering, please be sure that we receive a copy of the letter, or a call, from FINRA, stating that FINRA has finished its review and has no additional concerns with respect to the proposed underwriting arrangements. Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Liquidity and Capital Resources, page 29
2. We note that the company now expects that the net proceeds from this offering, in combination with the available cash on hand, will only be sufficient to fund operations for the next five months and that the company is counting on generating revenue from collaborative agreements with corporate partners to have sufficient capital to fund operations for a full 12 months. Please disclose the status of any collaborative agreements with corporate partners. Please also disclose how you anticipate funding your operations for the next 12 months if you are not able to generate your forecasted revenue from such collaborative agreements. In addition, please revise your disclosure in the summary, risk factors and use of proceeds sections of the prospectus to indicate that the full proceeds of this offering may be used to fund your operations and that such
Kendall Larsen VirnetX Holding Corporation January 13, 2008 Page 2
proceeds, in addition to cash on hand, may only be sufficient to fund your operations for the next five months. Compensation Discussion and Analysis
Named Executive Officers’ Compensation
Base Salary, page 48
3. We note that both of your named executive officers received significant increases in their base salaries for fiscal year 2008. Please discuss the factors the compensation committee considered in determining the increases in your officers’ base salaries.
* * * * * As appropriate, please amend your registration statement in response to our comments. You may contact Matt Crispino at (202) 551-3456 if you have questions. If you require further assistance, please contact me at (202) 551-3735. S i n c e r e l y , B a r b a r a C . J a c o b s A s s i s t a n t D i r e c t o r cc: Via Facsimile: (650) 614-7401
Lowell D. Ness Orrick, Herrington & Sutcliffe LLP Telephone: (650) 614-7455
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Mail Stop 4561 January 13, 2009 Kendall Larsen Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066 Re: VirnetX Holding Corporation Amendment No. 6 to Form S-1 Filed January 2, 2009 File No. 333-153645 Dear Mr. Larsen: We have reviewed the above-referenced filing and have the following comments. General 1. In light of the changes in the underwriting arrangements in this offering, please be sure that we receive a copy of the letter, or a call, from FINRA, stating that FINRA has finished its review and has no additional concerns with respect to the proposed underwriting arrangements. Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations Liquidity and Capital Resources, page 29 2. We note that the company now expects that the net proceeds from this offering, in combination with the available cash on hand, will only be sufficient to fund operations for the next five months and that the company is counting on generating revenue from collaborative agreements with corporate partners to have sufficient capital to fund operations for a full 12 months. Please disclose the status of any collaborative agreements with corporate partners. Please also disclose how you anticipate funding your operations for the next 12 months if you are not able to generate your forecasted revenue from such collaborative agreements. In addition, please revise your disclosure in the summary, risk factors and use of proceeds sections of the prospectus to indicate that the full proceeds of this offering may be used to fund your operations and that such Kendall Larsen VirnetX Holding Corporation January 13, 2008 Page 2 proceeds, in addition to cash on hand, may only be sufficient to fund your operations for the next five months. Compensation Discussion and Analysis Named Executive Officers’ Compensation Base Salary, page 48 3. We note that both of your named executive officers received significant increases in their base salaries for fiscal year 2008. Please discuss the factors the compensation committee considered in determining the increases in your officers’ base salaries. * * * * * As appropriate, please amend your registration statement in response to our comments. You may contact Matt Crispino at (202) 551-3456 if you have questions. If you require further assistance, please contact me at (202) 551-3735. S i n c e r e l y , B a r b a r a C . J a c o b s A s s i s t a n t D i r e c t o r cc: Via Facsimile: (650) 614-7401 Lowell D. Ness Orrick, Herrington & Sutcliffe LLP Telephone: (650) 614-7455