VirnetX Holding Corp

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On October 1, 2026, in connection with the launch of an “at the market” offering program, VirnetX Holding Corporation (the “Company”) entered into an At the Market Offering Agreement (the “Sales Agreement”) with Titan Partners Securities LLC, as sales agent, (the “Agent”) pursuant to which the Company may sell, from time to time, an aggregate of up to $19,135,717 of shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The Shares may be issued and sold from time to time through the Agent pursuant to the Company’s shelf Registration Statement on Form S-3 (File No. 333-295960). The Company has filed a prospectus supplement, dated October 1, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale of the Shares pursuant to the Sales Agreement. The Company intends to use the net proceeds from the sale of the Shares, if any, for product development, marketing and general corporate purposes, which may include working capital, capital expenditures and other corporate expenses. The Company may, from time to time and subject to the terms of the Sales Agreement, sell the Shares thereunder, but is not obligated to sell any such Shares. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell, on the Company’s behalf, the Shares offered by the Company under the Sales Agreement, unless earlier terminated pursuant to the terms of the Sales Agreement. The Agent may sell such Shares by any methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly on The Nasdaq Capital Market or any other existing trading market for the Common Stock or to or through a market maker. With the Company’s prior written consent, the Agent may also sell Shares in privately negotiated transactions. The Company has agreed to pay the Agent a commission equal to 3.0% of the gross sales price of the Shares sold pursuant to the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions. The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Sales Agreement and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement, nor shall there be any sale of such Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.