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SEC Company Response from VirnetX Holding Corp (VHC) (CIK 0001082324) (VHC) — Jan 26, 2009

VirnetX Holding Corp (VHC) (CIK 0001082324)
Date: Jan. 26, 2009 · CIK: 0001082324 · Accession: 0000950134-09-001002

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File numbers found in text: 333-153645

Date
January 26, 2009
Author
By
Form
CORRESP
Company
VirnetX Holding Corp (VHC) (CIK 0001082324)

Letter

VIRNETX HOLDING CORPORAITON

5615 Scotts Valley Drive, Suite 110

Scotts Valley, CA 95066

VIA EDGAR

January 26, 2009

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Ms. Barbara C. Jacobs, Assistant Director

Division of Corporate Finance

Re:

VirnetX Holding Corporation (Registration No. 333-153645)

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, VirnetX Holding Corporation (the “Corporation”) hereby requests acceleration of the effectiveness of the above-referenced registration statement on Form S-1 to become effective at 4:30 p.m. Eastern Time, on January 26, 2009 or as soon as reasonably practicable thereafter.

In connection with this request, the Corporation acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Corporation from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Corporation may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments, please contact Lowell D. Ness at (650) 614-7455 of Orrick, Herrington & Sutcliffe LLP, the Corporation’s outside counsel. Thank you for your prompt attention to this matter.

Sincerely,
VIRNETX HOLDING CORPORATION

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CORRESP
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corresp

VIRNETX HOLDING CORPORAITON

5615 Scotts Valley Drive, Suite 110

Scotts Valley, CA 95066

VIA EDGAR

January 26, 2009

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Barbara C. Jacobs, Assistant Director

Division of Corporate Finance

    Re:

    VirnetX Holding Corporation (Registration No. 333-153645)

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, VirnetX Holding Corporation (the “Corporation”) hereby requests acceleration of
the effectiveness of the above-referenced registration statement on Form S-1 to become effective at
4:30 p.m. Eastern Time, on January 26, 2009 or as soon as reasonably practicable thereafter.

In connection with this request, the Corporation acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Corporation from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Corporation may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     If you have any questions or comments, please contact Lowell D. Ness at (650) 614-7455 of
Orrick, Herrington & Sutcliffe LLP, the Corporation’s outside counsel. Thank you for your prompt
attention to this matter.

    Sincerely,

VIRNETX HOLDING CORPORATION

    By:
         /s/ Kendall Larsen

         Kendall Larsen

         President and

     Chief Executive Officer