Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On January 26, 2023, the Board of Directors (the "Board") of VirnetX Holding Corporation (the "Company") approved the Company's Amended and Restated Bylaws (the "Amended Bylaws"), effective January 26, 2023. The Amended Bylaws supersede and replace the Company's bylaws in effect immediately prior to the adoption of the Amended Bylaws.

Among other things, the amendments effected by the Amended Bylaws:



  • update and clarify the procedures for delivery of notices of stockholder
    meetings and communications regarding adjourned stockholder meetings;


  • update and clarify the procedures for Board action by written consent;


  • revise the advance notice procedures for stockholder nominations of directors
    and submission of stockholder proposals (other than proposals to be included
    in the Company's proxy statement pursuant to Rule 14a-8 under the Securities
    Exchange Act of 1934, as amended) made in connection with annual and special
    meetings of stockholders; and


  • make certain other clarifying, conforming and ministerial changes.

The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.     Description

  3.1     Amended and Restated Bylaws of VirnetX Holding Corporation

104       Cover Page Interactive Data File, formatted in inline XBRL.

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