UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission File Number: 001-33852

 VirnetX Holding Corp oration

 (Exact name of registrant as specified in its charter)

 Delaware

 77-0390628

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 308 Dorla Court,
 Suite 206

 Zephyr Cove,
 Nevada

 89448

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: 775 - 548-1785

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share

 VHC

 NYSE

 Securities registered pursuant to section 12(g) of the Act:

 None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be
 submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
 smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Emerging growth company

 Smaller reporting company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the
 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
 the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections
 are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30,
 2023, was $ 29,557,799 based upon the closing price of the common shares of the registrant on June 30, 2023. This calculation does not
 reflect a determination that certain persons are affiliates of the registrant for any other purpose.

 3,681,970 shares
 of the registrant's Common Stock were outstanding as of March 8, 2024.

 DOCUMENTS INCORPORATED BY REFERENCE

 The information required by Part III of this Amendment No. 1 to the Annual Report on Form 10-K/A, to the extent not set forth
 herein, is incorporated by reference from the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2023 relating to the registrant's 2024 Annual Meeting of
 Stockholders.

 Auditor Name: Farber Hass Hurley LLP

 Auditor Location: Chatsworth, California

 PCAOB ID: 223

 EXPLANATORY NOTE

 This Form 10-K/A is filed to amend Part IV, Item 15 (Exhibits and Financial Statement Schedules) of the Annual Report on Form 10-K
 for the fiscal year ended December 31, 2023, as filed on March 15, 2024 (the "Original Annual Report"), of VirnetX Holding Corporation ("we", "us", "our", "the Company" or "VirnetX"), to include the following exhibits: (1) Offer Letter by and
 between Darl C. McBride and the Company, dated as of December 22, 2023; (2) Outside Director Compensation Policy, as adopted on November 30, 2023; and (3) Compensation Recovery Policy of the Company as adopted November 8, 2023.

 Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Annual Report. Furthermore, this
 Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Annual Report. As such, information not affected by this Form 10-K/A remains unchanged and reflects the
 disclosures made at the time the Original Annual Report was filed. Accordingly, this Form 10-K/A should be read in conjunction with the Original Annual Report and other filings of VirnetX Holding Corporation with the Securities and Exchange
 Commission.

 Item 15.

 Exhibits and Financial Statement Schedules

 (1)

 Financial Statements: See the Index to Consolidated Financial Statements under Item 8 of the Original Annual Report.

 (2)

 Financial Statement Schedule: Financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto. All other schedules are omitted because of the
 absence of conditions under which they are required or because the required information is given in the financial statements or the notes thereto.

 (3)

 Exhibits:
 The documents listed in the Exhibit Index of this Amendment No. 1 to the Annual Report on Form 10-K/A are incorporated by reference or are filed with this Amendment No. 1 to the Annual Report on Form 10-K/A, in each case as indicated
 therein (numbered in accordance with Item 601 of Regulation S-K).

 EXHIBIT INDEX

 Exhibit

 Number

 Description

 Incorporated by reference herein

 Form

 Exhibit

 No.

 Filing Date

 File No.

 Filed

 Herewith

 3.1

 Amended and Restated Certificate of Incorporation of the Company, as amended.

 3.1

 11/01/2007

 3.2

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.

 3.1

 10/25/2023

 3.3

 Amended and Restated Bylaws of the Company.

 3.1

 1/27/2023

 4.2

 Specimen Common Stock Certificate.

 S-3

 4.1

 07/30/2018

 333-226413

 4.3

 Form of Senior Indenture.

 S-3

 4.2

 07/30/2018

 333-226413

 4.4

 Form of Subordinated Indenture.

 S-3

 4.4

 07/30/2018

 333-226413

 4.5

 Description of Capital Stock.

 4.6

 03/16/2020

 10.1

 Form of Indemnification Agreement.

 10.1

 03/18/2019

 10.2*

 2007 Stock Plan, as amended.

 10.2

 05/10/2012

 10.3*

 Amended Form of Stock Option Agreement – 2007 Stock Plan.

 4.5

 05/10/2011

 10.4*

 Form of Restricted Stock Unit Award Agreement – 2007 Stock Plan.

 10.3

 05/10/2012

 10.5*

 2013 Equity Incentive Plan, as amended.

 DEF 14A

 Appendix A

 04/13/2021

 10.6*

 Amended and Restated 2013 Equity Incentive Plan.

 S-8

 10.1

 06/15/2023

 333-272677

 10.7*

 Form of Stock Option Agreement – 2013 Equity Incentive Plan and Amended and Restated 2013 Equity Incentive Plan.

 10.6

 03/02/2015

 10.8*

 Form of Restricted Stock Unit Agreement – 2013 Equity Incentive Plan and Amended and Restated 2013 Equity Incentive Plan.

 10.7

 03/02/2015

 10.9*

 Form of Restricted Stock Agreement – Amended and Restated 2013 Equity Incentive Plan.

 10.2

 08/11/2023

 10.10

 Patent License and Assignment Agreement by and between the Company and Leidos, Inc. (formerly Science Applications
 International Corporation) dated as of August 12, 2005.

 10.4

 10.11**

 Amendment No. 1 to Patent License and Assignment Agreement by and between the Company and Leidos, Inc. dated as of
 November 2, 2006.

 10.6

 10.12

 Amendment No. 2 to Patent License and Assignment Agreement by and between VirnetX, Inc. and Leidos, Inc. dated as
 of March 12, 2008.

 10.1

 03/18/2008

 10.13

 Security Agreement by and between the Company and Leidos, Inc. dated as of August 12, 2005.

 10.5

 10.14

 Assignment Agreement between the Company and Leidos, Inc. dated as of December 21, 2006.

 10.7

 10.15

 Professional Services Agreement by and between the Company and Leidos, Inc. dated as of August 12, 2005.

 10.8

 10.16**

 Settlement and License Agreement, by and between Microsoft Corporation and VirnetX, Inc., dated May 14, 2010.

 10-Q/A

 10.1

 01/31/2011

 10.17**

 Amended Settlement and License Agreement, by and between Microsoft Corporation and VirnetX, Inc., dated December 17,
 2014.

 10.23

 03/02/2015

 10.18*

 Hire Letter by and between Katherine Allanson and the Company, dated as of September 1, 2021.

 10.1

 11/08/2021

 10.19*

 Offer Letter by and between Darl C. McBride and the Company, dated
 as of December 22, 2023.

 X

 10.20

 Cooperation Letter Agreement, dated March 29, 2023, among The Radoff Family Foundation, Bradley L. Radoff,
 JEC II Associates, LLC, Michael Torok and the Company.

 10.1

 03/30/2023

 10.21

 Warrant to Purchase Shares of Common Stock of the Company by and between the Company and Odeon Capital Group
 LLC, dated as of April 29, 2020.

 10.2

 05/15/2023

 10.22*

 Outside Director Compensation Policy, as adopted on November 30,
 2023.

 X

 21.1

 Subsidiaries of VirnetX Holding Corporation.

 21.1

 03/16/2021

 23.1

 Consent of Farber Hass Hurley LLP, Independent Registered Public Accounting Firm.

 23.1

 24.1

 Power of Attorney (contained on signature page to Original Annual Report).

 24.1

 31.1

 Chief Executive Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act.

 31.1

 31.2

 Chief Financial Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act.

 31.2

 31.3

 Chief Executive Officer Certification pursuant to Rule 13a-14(a) of
 the Securities Exchange Act.

 X

 31.4

 Chief Financial Officer Certification pursuant to Rule 13a-14(a) of
 the Securities Exchange Act.

 X

 32.1

 Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
 the Sarbanes-Oxley Act of 2002.

 32.1

 32.2

 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
 the Sarbanes-Oxley Act of 2002.

 32.2

 97.1*

 Compensation Recovery Policy of the Company as adopted November 8,
 2023.

 X

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 *

 Indicates management contract or compensatory plan.

 **

 Confidential treatment has been granted by the SEC as to certain portions of this exhibit.

 ***

 Portions of this exhibit have been omitted pending a determination by the SEC as to whether these portions should be granted confidential treatment.

 The certifications attached as Exhibit 32.1 and 32.2 that accompany this Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing
 of VirnetX Holding Corporation under the Securities Act or the Exchange Act, whether before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
 this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 VirnetX Holding Corporation

 By:

 /s/ Kendall Larsen

 Name: Kendall Larsen

 Title: Chief Executive Officer and President

 Dated: April 18, 2024