Attached files
| file | filename |
|---|---|
| EX-5.1 - GENVEC INC | v172431_ex5-1.htm |
| EX-1.1 - GENVEC INC | v172431_ex1-1.htm |
| EX-4.1 - GENVEC INC | v172431_ex4-1.htm |
| EX-99.1 - GENVEC INC | v172431_ex99-1.htm |
| EX-10.1 - GENVEC INC | v172431_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 27, 2010
GENVEC,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-24469
|
23-2705690
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
65 West Watkins Mill Road, Gaithersburg,
Maryland
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20878
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|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (240) 632
0740
(Former
name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry Into A Material Definitive Agreement.
On
January 27, 2010, GenVec, Inc., a Delaware corporation (“GenVec”), entered into
investor purchase agreements with investors (the “Investor Purchase Agreements”)
relating to the issuance and sale by GenVec of up to 14,000,000 shares (the
“Shares”) of its common stock, par value $0.001 per share (“Common Stock”), and
warrants (“Warrants”) to purchase up to an aggregate of 4,200,000 shares of
Common Stock (the “Offering”). The Shares and Warrants are being sold in units
(the “Units”) at a price of $2.00 per Unit, with each Unit consisting of one
share of Common Stock and 0.30 Warrants to purchase one share of Common Stock at
an exercise price of $2.75 per share. The Shares and the Warrants are
immediately separable and will be issued separately. The Warrants have a five
year term from the date of issuance, are immediately exercisable on or after the
date of issuance and will include provisions providing for adjustments to the
number of shares exercisable thereunder upon stock dividends, stock splits and
similar events. The Offering is expected to close on February 1,
2010.
The
Company entered into a placement agency agreement dated January 27, 2010 (the
“Placement Agency Agreement”) with Roth Capital Partners, LLC and Merriman
Curhan Ford & Co. (the “Placement Agents”) pursuant to which the Placement
Agents agreed to act as exclusive placement agents on a best efforts basis for
the Offering. The Placement Agents will receive a fee equal to 6% of the gross
purchase price of the Units (excluding any consideration that may be paid in the
future upon exercise of the Warrants).
GenVec is
making the Offering pursuant to a shelf registration statement on Form S-3
(Registration No. 333-140373) declared effective by the Securities and
Exchange Commission on February 12, 2007.
A copy of
the form of Investor Purchase Agreement is attached as Exhibit 10.1 to this
report and is incorporated herein by reference. The description of the Investor
Purchase Agreement is a summary only and is qualified in its entirety by
reference to Exhibit 10.1. A copy of the form of Warrant is attached as
Exhibit 4.1 to this report and is incorporated herein by reference. The
description of the Warrants is a summary only and is qualified in its entirety
by reference to Exhibit 4.1. A copy of the Placement Agency Agreement is
attached as Exhibit 1.1 to this report and is incorporated herein by
reference. The description of the Placement Agency Agreement is a summary only
and is qualified in its entirety by reference to Exhibit 1.1.
The legal
opinion of Hogan & Hartson LLP relating to the Shares, the Warrants and the
Common Stock issuable upon exercise of the Warrants is attached as
Exhibit 5.1 to this report.
The
aggregate net proceeds from the Offering, after deducting the placement agents’
fee and the estimated offering expenses payable by GenVec, are expected to be
approximately $26.2 million. On January 27, 2010, GenVec issued a press
release with respect to the pricing of its offer and sale of the Units. A copy
of the press release is attached as Exhibit 99.1 to this report and is
incorporated by reference herein.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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1.1
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Placement
Agency Agreement, dated as of January 27, 2010, by and among GenVec, Roth
Capital Partners, LLC and Merriman Curhan Ford &
Co.
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4.1
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Form
of Warrant.
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5.1
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Opinion
of Hogan & Hartson LLP.
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10.1
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Form
of Investor Purchase Agreement.
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99.1
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GenVec,
Inc. press release dated January 27,
2010.
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2
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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GENVEC,
INC.
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||
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Date:
January 27, 2010
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By:
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/s/ DOUGLAS J. SWIRSKY
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Douglas
J. Swirsky
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||
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Senior
Vice President, Chief Financial Officer, Treasurer
and
Corporate Secretary
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3
Exhibit
Index
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Exhibit No.
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Description
|
|
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1.1
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Placement
Agency Agreement, dated as of January 27, 2010, by and among GenVec, Roth
Capital Partners, LLC and Merriman Curhan Ford &
Co.
|
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4.1
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Form
of Warrant.
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5.1
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Opinion
of Hogan & Hartson LLP.
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|
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10.1
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Form
of Investor Purchase Agreement.
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99.1
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GenVec,
Inc. press release dated January 27,
2010.
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4