SecProbe.io

July 15, 2014

Via E -mail
Mr. Kendall Larsen
Chief Executive Officer
VirnetX Holding Corporation
308 Dorla Court, Suite 206
Zephyr Cove, NV

Re: VirnetX Holding Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed March 3, 2014
File No. 001-33852

Dear Mr. Larsen :

We have reviewed your filing an d have the following comments.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2013

Business

Intellectual Property and Patent Rights, page 12

1. Please tell us what consideration you gave to separately disclosing the number of U.S.
and international patents, and indicating whether your existing and pending patent
applications are foreign counterpart patent applications that relate to similar or identical
technology.

Mr. Kendall Larsen
VirnetX Holding Corporation
July 15, 2014
Page 2

 Item 3.   Legal Proceedings

2. We note that in some of the pa tent infringement cases you disclose that you “seek
damages and injunctive relief.”   Please tell us what consideration you gave to expanding
your disclosure to explain the amount of damages sought.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm, page 37

3. We note that in the third paragraph of the audit report, your auditors only opined on the
balance sheet as of December 31, 2013; however, the financial statements included in the
filing also i nclude the balance sheet as of December 31, 2012.  Please amend your filing
to include an audit opinion that covers all of the period included in the filing.  Refer to
Rule 2 -02(c) of Regulation S -X.

Notes to Consolidated Financial Statements

Note 11 Income Tax, page 50

4. We note the benefit (provision) for income taxes changed significantly for the year ended
December 31, 2013 compared to December 31, 2012.  Please explain to us the reason for
this change from a large income tax benefit in 2012 to a sm all income tax provision in
2013, taking into consideration the valuation allowance on the deferred tax assets as of
the end of both years.  Also tell us your consideration for including such explanation here
as well as in your results of operations in MD& A in future filings.

Item 11.   Executive Compensation, page 59 (Incorporated by Reference From Definitive Proxy
Statement on Schedule 14A Filed April 11, 2014)

Summary Compensation Table, page 40

5. We note your discussion on page 42 regarding the compens ation paid during fiscal 2013
to Mr. Short, your Chief Scientist, Chief Technology Officer and director.   Please advise
why Mr. Short’s compensation is not disclosed in the summary compensation
table.   Refer to Item 402(a)(3) of Regulation S -K.  If you bel ieve that Mr. Short is not an
executive officer of your company, please provide us with your analysis to support this
determination.

Mr. Kendall Larsen
VirnetX Holding Corporation
July 15, 2014
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain tha t the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the a ccuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissio n or any person under the federal securities laws of the United States.

You may contact Melissa Kindelan, Staff Accountant  at (202) 551 -3564  if you have
questions regarding comments on the financial statements and re lated matters.  If you have any
other questions, please contact Gabriel Eckstein, Staff Attorney, at (202) 551 -3286  or Matthew
Crispino, Staff Attorney , at (202) 551 -3456 .  If you require further assistance, do not hesitate  to
contact me at (202) 551 -3406 .

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief