company focused on investments in the gaming, digital entertainment, and technology spaces, since September 2020, as well as the Chief Financial Officer of Snail Inc. (NASDAQ: SNAL), global developer and publisher of digital entertainment and parent company of Snail Games USA, Inc., since November 2022. Ms. Chow has also been a member of the sharesboard of common stock outstanding or held in treasury, whereby each twenty shares would be combined into one sharedirectors of common stock. VirnetX’s authorized numberSnail Games USA, Inc. and Snail, Inc. since November 2021 and January 2022, respectively. Prior to joining Snail Games USA, Inc., Ms. Chow was a partner with The Pun Group, LLP, a certified public accounting group, from August 2015 to September 2020, and from July 2014 to June 2015, Ms. Chow served as a manager of shares of common stock would remain at 100,000,000.
The par value per share of common stock would remain unchanged at $0.0001 per share after the reverse stock split. Please see the table below under the heading “Principal EffectsErnst and Young, a certified public accounting and advisory firm. Since 2019, Ms. Chow has also served as chair of the Reverse Stock Split”audit committee for an illustrationFranklin Wireless Corp., a provider of integrated wireless solutions utilizing the effectslatest in fourth generation long-term evolution and fifth generation technologies, including mobile hotspots, routers, customer premise equipment and various trackers. Ms. Chow graduated from California Polytechnic University of this proposed Charter Amendment (which is referred toPomona with a B.S. in this proxy statement2002 and has been licensed as the “reverse stock split”).a Certified Public Accountant since March 2008.
The text of the proposed form of certificate of amendment to the Charter to effect the reverse stock split is attached to this proxy statement as Appendix A. The effectiveness or abandonment of such Charter Amendment will be determined by the Board of Directors.
The Board of Directors has recommended that the proposed Charter Amendment be presented to stockholders for approval. Upon receiving stockholder approval of the proposed Charter Amendment, the Board of Directors will have the sole discretion to elect, as it determines to beWith more than 20 years’ experience in the best interestsfinance and accounting industry and as a current officer and board member of VirnetX and its stockholders, whether to effect the reverse stock split. As described in greater detail below, the reverse stock split is proposed to be effected to increase the price of the common stock to, among other things, meet the $1.00 minimum closing price requirement for continued listing on NYSE.
If the Board of Directors determines to effect the reverse stock split by causing the certificate of amendment to the Charter to be filed with the Secretary of State of the State of Delaware, the Charter would be amended accordingly. Approval of the reverse stock split will authorize the Board of Directors in its discretion to effectuate the reverse stock split. As noted, the Board of Directors will have the discretion to abandon the reverse stock split if it no longer believes it to beanother public company in the best interests of VirnetXtechnology space, Ms. Chow would bring in-depth experience overseeing complex enterprises and its stockholders, including if the Board ofextensive financial management expertise to our Board.
Continuing Directors determines that the reverse stock split will not impact VirnetX’s ability to meet the continued listing requirements of NYSE, if such objective is no longer necessary or desirable, or for any other reason in the business judgment and discretion
Class I Directors
Kendall Larsen has been Chairman of the Board, President and Chief Executive Officer since July 5, 2007 and held the same positions with VirnetX Inc. since its inception in August 2005. Mr. Larsen does not hold director positions with any other reporting or registered investment companies. From April 2003 to July 2005, Mr. Larsen focused on pre-incorporation activities related to VirnetX Inc. From April 2002 to April 2003, Mr. Larsen was a Limited Partner at Osprey Ventures, L.P., a venture fund that makes investments primarily in business and consumer technology companies. From October 2000 to April 2002, he was Senior Vice President and General Manager of Directors. VirnetX currently expects thatthe Security Products Division of Phoenix Technologies Ltd., a software and firmware developer, and he has also held senior executive positions over a period of over twenty years at various leading technology companies, including RSA Security, Inc., Xerox Corporation, Rolm/International Business Machines Corporation, Novell, Inc., General Magic, Inc., and Ramp Networks. Mr. Larsen holds a B.S. in Economics from the University of Utah.
With his years of managerial experience, Mr. Larsen brings to the Board demonstrated management ability at senior levels. Mr. Larsen’s day-to-day leadership and intimate knowledge of Directors will cause VirnetXour business and operations provide the Board with Company-specific experience and expertise. Mr. Larsen’s drive for innovation and excellence position him well to effectserve as our Chairman, President and Chief Executive Officer.
Gary W. Feiner has been a director since 2014. Mr. Feiner has served as President at Feiner Financial Inc. since 1993, an accounting and financial planning services company founded in 1977. Mr. Feiner has a wide breadth of business leadership knowledge covering tax law, audit, corporate planning, securities regulation, and finance. He advises on structuring comprehensive and creative strategies for achieving profitable growth and establishing effective relationships between companies and investment bankers. He is a recognized industry expert with a reputation for a “hands on” client-focused approach. He has provided personalized services in the reverse stock splitfields of finance, medicine, law, real estate, education and technology. Mr. Feiner was selected to serve on the Board for his unique qualifications.
Class III Director
Michael F. Angelo, CRISC CISSP CDPSE, has been a director since July 5, 2007. He is currently a Distinguished Technologist at Open Text International (formerly Micro Focus), a global, enterprise software company, and has been the Chief Security Architect at the Security Products Division there since August 2005. From October 2003 to August 2005, Mr. Angelo was a Security Architect and Manager, Government Engagements SBU with Microsoft Corporation. From July 1989 to October 2003, Mr. Angelo was a Staff Fellow at both Hewlett Packard Company and Compaq Computer Corporation. Mr. Angelo also served as soon as practicable afterSenior Systems Programmer at the receiptJohn von Neumann National Supercomputer Center from September 1985 to July 1989. He was a Sub-Chairman of the requisite stockholder approval.
If theNational Institute of Standards and Technology Board of Directors elects to effectAssessment for Programs/National Research Council responsible for the reverse stock split following stockholder approval,CISD review for fiscal years 2001 and 2002, and he has been a technology contributor and participant on the number of issued and outstanding shares of common stock would be reduced in accordance with the reverse stock split ratio. Except for adjustments that may resultU.S. Commerce Department’s Information Systems Technical Advisory Council (ISTAC) from the treatment of fractional shares, each stockholder will hold the same percentage of the outstanding common stock immediately following the reverse stock split as such stockholder held immediately prior1999 to the reverse stock split. As described in greater detail below, aspresent. Mr. Angelo was named a result ofdistinguished lecturer for 2004 and 2005 by Sigma XI, the reverse stock split, stockholders who hold less than twenty shares of common stock will no longer be stockholders of VirnetX on a post-split basis.
The Board of Directors, with input from management, regularly reviews and evaluates VirnetX’s business, strategic plans and prospects, including the performance of the common stock, with the goal of maximizing stockholder value. The Board of Directors has reviewed various paths to maximizing stockholder value, including the review and evaluation of a reverse stock split. After review and discussion, the Board of Directors determined that the proposed reverse stock split is necessary for the continued listing of the common stock on NYSE. In addition, the Board of Directors believes the reverse stock split will provide a number of other benefits to VirnetX and its stockholders, including enhancing the desirability and marketability of the common stock to the financial community and the investing public.
The Board of Directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Scientific Research Society. He