Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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VirnetX Holding Corp (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
92823T207 (CUSIP Number) |
Kendall Larsen 308 Dorla Court, Suite 206 Zephyr Cove, NV, 89448 (775) 548-1785 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92823T207 |
| 1 |
Name of reporting person
Larsen Kendall | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
522,047.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
This Amendment No. 7 to Schedule 13D (this "Amendment 7") amends that certain Schedule 13D filed on behalf of Mr. Kendall Larsen (the "Reporting Person") with the Securities and Exchange Commission (the "Commission") on July 16, 2007 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto filed with the Commission on February 16, 2010, Amendment No. 2 thereto filed with the Commission on July 24, 2012, Amendment No. 3 thereto filed with the Commission on September 5, 2012, Amendment No. 4 thereto filed with the Commission on March 21, 2014, Amendment No. 5 thereto filed with the Commission on September 22, 2014, and Amendment No. 6 thereto filed with the Commission on November 12, 2024 ("Amendment 6", and, together with each of the foregoing amendments and the Original Schedule 13D, the "Amended Schedule 13D"). Changes in the Reporting Person's beneficial ownership from the time of the Amendment 6 filing are reflected in Forms 4 previously filed by the Reporting Person with the Commission and in Item 5(c) below. Since Amendment 6 was filed, the number of shares of the Issuer's Common Stock outstanding has increased by 541,718 shares, from 3,729,122 shares that were outstanding as of November 9, 2024 to 4,270,840 shares outstanding as of November 10, 2025. Except as otherwise set forth herein, the information set forth in the Amended Schedule 13D remains unchanged and is incorporated by reference into this Amendment 7.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value |
| (b) | Name of Issuer:
VirnetX Holding Corp |
| (c) | Address of Issuer's Principal Executive Offices:
308 Dorla Court, Suite 206, Zephyr Cove,
NEVADA
, 89448. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate number of shares of the Issuer's Common Stock beneficially owned by the Reporting Person is 522,047, which represents beneficial ownership of approximately 12,1% of the Issuer's Common Stock. |
| (b) | The Reporting Person has the sole power to vote, or to direct the vote, and to dispose, or to direct the disposition of 405,645 shares of Issuer's Common Stock beneficially owned by the Reporting Person. The Reporting Person has the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of 15,000 shares of the Issuer's Common Stock held of record by K2 Investment Fund LLC of which the Reporting Person and Ms. Kathleen Larsen (the "Spouse") are the sole member-managers, 74,437 shares of the Issuer's Common Stock held by the Spouse, and 26,965 shares of the Issuer's Common Stock issuable pursuant to options exercisable within 60 days of November 24, 2025 held by the Spouse. The holdings reported in this Amendment 7 excludes (i) 30,676 shares of Common Stock held by the Spouse's revocable trust; (ii) any shares of Common Stock or shares of Common Stock issuable pursuant to options that are presently exercisable or exercisable within 60 days of November 24, 2025 held by an adult child of the Spouse; and (iii) any shares of Common Stock held by an adult child of the Spouse in an irrevocable trust. The Reporting Person disclaims beneficial ownership of the excluded shares. There have been no transactions between November 24, 2025 and the date of the filing of this Amendment 7 that would change the Reporting Person's sole or shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of shares of Issuer's Common Stock beneficially owned by the Reporting Person and the Spouse as reported in this Amendment 7. |
| (c) | The following transactions in the Issuer's Common Stock were effected during the past 60 days by the Reporting Person: Transactions by the Reporting Person and the Spouse in the Past 60 Days Name: Kendall Larsen Transaction Date: 11/24/2025 Quantity: 50,000 Price Per Share(1): $20.22 How Effected: (2) Name: Kathleen Larsen Transaction Date: 11/24/2025 Quantity: 30,000 Price Per Share(1): $20.22 How Effected: (3) ________________________ (1) Represents the closing price of a share of the Issuer's Common Stock on The Nasdaq Stock Market LLC on the transaction date. (2) Stock options issued to the Reporting Person. (3) Stock options issued to the Reporting Person's spouse. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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