ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 29, 2023, VirnetX Holding Corporation (the "Company") entered into a cooperation letter agreement (the "Agreement") with The Radoff Family Foundation, Bradley L. Radoff, JEC II Associates, LLC, Michael Torok (collectively, the "Radoff/JEC Group"). Among other things, the Agreement provides that:

• The Company agreed to declare and pay a special dividend of $1.00 on its common

stock (the "Special Dividend").

• The Company committed to promptly distribute to shareholders 80% of future

proceeds, if any, and net of related legal costs, licensing costs and taxes,

that it receives from its current litigation with Apple Inc.

• The Company agreed to take all actions necessary to appoint a new independent


   director to assist the Company in meeting its goals and objectives with respect
   to diversity in the composition of the board of directors (the "Board") prior
   to the Company's 2024 annual meeting of stockholders.

• During the period commencing on the date of the Agreement and ending on the


   date that is 15 days prior to the deadline for the submission of stockholder
   nominations of directors and business proposals for the Company's 2024 annual
   meeting of stockholders (the "Restricted Period"), the Radoff/JEC Group will
   vote, subject to certain exceptions as provided in the Agreement, all shares of
   the Company's common stock beneficially owned by them in favor of the Company's
   director nominees and generally in accordance with the Board's recommendations
   on all other proposals. The length of the Restricted Period can be extended
   under certain circumstances specified in the Agreement.

• During the Restricted Period, the Radoff/JEC Group will be subject to certain

customary standstill provisions set forth in the Agreement. The standstill

provisions provide, among other things, that the Radoff/JEC Group cannot,

subject to certain exceptions as provided in the Agreement:

o enter into a voting agreement or any "group" with stockholders of the Company,

other than a group that includes all or some of the members of the Radoff/JEC

Group;

o submit proposals for consideration at stockholder meetings; and

o seek election or appointment to or representation on the Board, or nominate or

encourage another to nominate any candidate to the Board.

• During the Restricted Period, the parties agreed to refrain from making any

public statements that disparage the other party.

• The Radoff/JEC Group agreed to irrevocably withdraw its nomination of

candidates for election as directors of the Company.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference.




ITEM 8.01. OTHER EVENTS.

On March 30, 2023, the Company announced the Special Dividend. The Special Dividend will be payable on April 17, 2023 to shareholders of record as of the close of business on April 10, 2023, and issued a press release entitled "VirnetX Declares Special Cash Dividend of $1.00 Per Share." A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS





(d) Exhibits

Exhibit No.   Description

  10.1        Cooperation Letter Agreement, dated March 29, 2023, among The Radoff
              Family Foundation, Bradley L. Radoff, JEC II Associates, LLC, Michael
              Torok and VirnetX Holding Corporation.
  99.1        Press Release, dated March 30, 2023, entitled "VirnetX Declares Special
              Cash Dividend of $1.00 Per Share."
104           Cover Page Interactive Data File, formatted in inline XBRL.

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