Filed pursuant to Rule 424(b)(5)
Registration File No. 333-193511
PROSPECTUS SUPPLEMENT
To prospectus dated February 11, 2014
5,471,957 SHARES OF
COMMON STOCK
Pursuant to this prospectus supplement
and the accompanying prospectus, we are offering 5,471,957 shares of our common stock, $0.001 par value per share, at a price
of $0.91375 per share, to selected investors pursuant to this prospectus supplement and the accompanying prospectus and a securities
purchase agreement with such investors. In a concurrent private placement, we are selling to such investors warrants to purchase
up to a number of shares equal to 75% of the number of shares of our common stock being purchased in this offering (the
“Warrants”). The Warrants and the shares of our common stock issuable upon the exercise of the Warrants are being
offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and
the accompanying prospectus.
Our common stock is listed on the NASDAQ
Capital Market and traded under the symbol “GNVC.” The last reported sale price of our common stock on the NASDAQ
Capital Market on May 4, 2016 was $0.85 per share. The Warrants being issued in the concurrent private placement
are not listed on any securities exchange, and we do not expect to list the Warrants.
We have retained H.C. Wainwright
& Co., LLC to act as placement agent in connection with the securities offered by this prospectus supplement. The
placement agent has agreed to use its reasonable best efforts to sell the securities offered by this
prospectus supplement.
We have agreed to pay the placement agent
the placement agent fees set forth in the table below, which assumes that we sell all of the securities we are offering.
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Per Share
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Total
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Public Offering Price
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$
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0.91375
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$
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5,000,001
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Placement Agent Fees
(1)
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$
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0.06375
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$
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350,000
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Proceeds, before expenses, to us
(2)
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$
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0.85
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$
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4,650,001
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(1)
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We have
agreed to reimburse the placement agent for certain of their expenses and to grant warrants to purchase shares of common
stock to the placement agent as described under the “Plan of Distribution” on page S-6 of this
prospectus supplement.
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(2)
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The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the Warrants being issued in this offering.
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You should read carefully this prospectus
supplement and the documents incorporated by reference in this prospectus supplement before you invest.
Please see “Risk
Factors” on page S-
2
of this prospectus supplement and the risk factors incorporated by reference into
this prospectus supplement and the accompanying prospectus for more information.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
As of May 4, 2016, the aggregate
market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the
common equity was last sold on March 18, 2016, was approximately at least $16,549,974, based on 17,264,359 shares of outstanding
common stock as of April 30, 2016, of which at least 16,549,974 were held by non-affiliates. Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third
of our public float in any 12-month period so long as our public float remains below $75.0 million. During the 12 calendar months
prior to and including the date of this prospectus, we have not sold securities pursuant to General Instruction I.B.6 of Form
S-3.
Delivery of the shares will take place
on or about May 10, 2016, subject to the satisfaction of certain conditions.
Rodman & Renshaw
a unit of H.C. Wainwright & Co.
The date of this prospectus supplement is
May 4, 2016
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts, both of
which are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf process, we may from time to time offer up to $75,000,000 of shares of our common stock,
$0.001 par value per share under this prospectus at prices and on terms to be determined at the time of sale.
We provide information to you about this
offering of shares of our common stock in two separate documents: (1) this prospectus supplement, which describes the specific
details regarding this offering; and (2) the accompanying base prospectus, which provides a general description of the securities
we may offer, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring
to both documents combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus,
you should rely on this prospectus supplement. You should read this prospectus supplement together with the additional information
described below under the heading “Where You Can Find More Information” and “Incorporation of Certain Information
by Reference.”
The registration statement that contains
this prospectus, including the exhibits to the registration statement and the information incorporated by reference, contains additional
information about the securities offered under this prospectus. That registration statement can be read at the SEC website or at
the SEC offices mentioned below under the heading “Where You Can Find More Information.”
We are responsible for the information
contained and incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing
prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility
for any other information that others may give you.
This prospectus supplement and the accompanying
base prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered
securities to which this prospectus supplement relates, nor do this prospectus supplement and the accompanying base prospectus
constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction.
You should not assume that the information
in this prospectus supplement and the accompanying base prospectus is accurate at any date other than the date indicated on the
cover page of this prospectus supplement or that any information we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference.
Unless the context otherwise requires or
as otherwise expressly stated, references in this prospectus to the “Company,” “GenVec,” “we,”
“us,” “our” and similar terms refer to GenVec, Inc.
PROSPECTUS SUPPLEMENT
SUMMARY
This summary contains a general summary
of the information contained in this prospectus supplement and the accompanying prospectus. It may not include all the information
that is important to you. You should read the entire prospectus supplement, the accompanying prospectus and the documents incorporated
by reference before making an investment decision.
GenVec, Inc.
GenVec is a clinical-stage biopharmaceutical
company with an entrepreneurial focus on leveraging its proprietary AdenoVerse™ gene delivery platform to develop a pipeline
of cutting-edge therapeutics and vaccines. The Company is a pioneer in the design, testing and manufacture of adenoviral-based
product candidates that can deliver on the promise of gene-based medicine. GenVec’s lead product candidate, CGF166, is licensed
to Novartis Institutes for BioMedical Research, Inc. (together with Novartis AG and its subsidiary corporations, including Novartis
Pharma AG, Novartis) and is currently in a Phase 1/2 clinical study for the treatment of hearing loss and balance disorders. In
addition to our internal and partnered pipeline, we also focus on opportunities to license our proprietary technology platform,
including vectors and production cell lines, to potential collaborators in the biopharmaceutical industry for the development
and manufacture of therapeutics and vaccines.
A key component of our strategy is to
develop and commercialize our product candidates through collaborations. GenVec is working with prominent companies and organizations
such as Novartis, Merial Limited, and the U.S. government, as well as promising young companies such as TheraBiologics, to support
a portfolio of programs that addresses the prevention and treatment of a number of significant human and animal health concerns.
GenVec’s combination of internal and partnered development programs address therapeutic areas such as hearing loss and balance
disorders and oncology, as well as vaccines against infectious diseases, including respiratory syncytial virus (RSV), herpes simplex
virus (HSV), and malaria. In the area of animal health we are developing vaccines against foot-and-mouth disease (FMD).
Our AdenoVerse gene delivery technology
has the important advantage of localizing protein delivery in the body. This is accomplished by using our adenovector platform
to locally deliver genes to cells, which then direct production of the desired protein. This approach reduces side effects typically
associated with systemic delivery of proteins. For therapeutics, the goal is for the protein produced to have a meaningful effect
in treating the cause, manifestation, or progression of the disease. For vaccines, the goal is to induce an immune response against
a target protein or antigen. This is accomplished by using an adenovector to deliver a gene that causes production of an antigen,
which then stimulates the desired immune reaction by the body.
Our research and development activities
yield product candidates that utilize our technology platform and represent potential commercial opportunities. For example, preclinical
research in hearing loss and balance disorders indicates that the delivery of the atonal gene using GenVec’s adenovector
technology may have the potential to restore hearing and balance function. We are currently working with Novartis on the development
of novel treatments for hearing loss and balance disorders that emerged from these research and development efforts. There are
currently no effective therapeutic treatments available for patients who have lost all balance function, and hearing loss remains
a major unmet medical problem.
We have multiple vaccine candidates that
leverage our core adenovector technology including our vaccine candidates for the prevention or treatment of RSV and HSV. We also
have a program to develop a vaccine for malaria, a program in which we are currently working in collaboration with the Laboratory
of Malaria Immunology and Vaccinology (LMIV) of the National Institute of Allergy and Infectious Diseases, National Institutes
of Health. In the field of animal health, we are working with Merial Limited to commercialize vaccines for the prevention of a
major animal health problem, FMD. Development efforts for this program were supported by the U.S. Department of Homeland Security
(DHS) and performed in collaboration with the U.S. Department of Agriculture (USDA).
Our business strategy is focused on entering
into collaborative arrangements with third parties to complete the development and commercialization of our product candidates.
In the event that third parties take over the development for one or more of our product candidates, the estimated completion date
would largely be under the control of that third party rather than us. We cannot forecast with any degree of certainty which proprietary
products or indications, if any, will be subject to future collaborative arrangements, in whole or in part, or how such arrangements
would affect our development plan or capital requirements. Our programs may also benefit from subsidies, grants, or government
or agency-sponsored studies that could reduce our development costs.
An element of our business strategy is
to pursue, as resources permit, the research and development of a range of product candidates for a variety of indications. This
is intended to allow us to diversify the risks associated with our research and development expenditures. To the extent we are
unable to maintain a broad range of product candidates, our dependence on the success of one or a few product candidates would
increase.
As a result of the uncertainties involved
in our business, we are unable to estimate the duration and completion costs of our research and development projects or when,
if ever, and to what extent we will receive cash inflows from the commercialization and sale of a product. Our inability to complete
our research and development projects in a timely manner or our failure to enter into collaborative agreements, when appropriate,
could significantly increase our capital requirements and could adversely impact our liquidity. These uncertainties could force
us to seek additional, external sources of financing from time to time in order to continue with our business strategy. Our inability
to raise additional capital, or to do so on terms reasonably acceptable to us, would jeopardize the future success of our business.
Our estimated future capital requirements are uncertain and could change materially as a result of many factors, including the
progress of our research, development, clinical, manufacturing, and commercialization activities.
Principal Executive Offices
Our principal executive offices are located
at 910 Clopper Road, Suite 220N, Gaithersburg, Maryland 20878, and our telephone number is (240) 632-0740.
Recent Events
On February 24, 2016, we
received notification from NASDAQ that the minimum bid price of our common stock had remained below $1.00 per share for 30 consecutive
business days, and we therefore are not in compliance with the minimum bid price requirement for continued listing set forth in
Marketplace Rule 5550(a)(2). The notification letter stated that we would be afforded 180 calendar days, or until August 22, 2016,
to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common stock must
meet or exceed $1.00 per share for at least ten consecutive business days. NASDAQ may, in its discretion, require our common stock
to maintain a bid price of at least $1.00 per share for a period in excess of ten consecutive business days, but generally no
more than 20 consecutive business days, before determining we have demonstrated an ability to maintain long-term compliance. If
we do not regain compliance by August 22, 2016, we may be afforded a second 180 calendar day grace period. To qualify, we would
be required to meet the continued listing requirement for market value of publicly held shares ($1 million) and all other initial
listing standards for the NASDAQ Capital Market, with the exception of the minimum bid price requirement. In addition, we would
be required to provide written notice of our intention to cure the minimum bid price deficiency, and it must appear to NASDAQ
that it is possible for us to cure the deficiency.
Delisting from NASDAQ could adversely affect
our ability to raise additional financing through the public or private sale of equity securities, significantly affect the ability
of investors to trade our securities and negatively affect the value and liquidity of our common stock. Delisting could also have
other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest, and
fewer business development opportunities.
In January 2016, we were notified by Novartis
that enrollment was paused in the clinical study for CGF166. This pause was based on a review of data by the trial’s Data
Safety Monitoring Board (DSMB) in accordance with criteria in the trial protocol. On April 28, 2016, we were notified by Novartis
that the DSMB recommended that the trial continue, subject to approval by the U.S. Food and Drug Administration, based on a review
of safety and efficacy data from the nine patients currently enrolled in the study.
THE OFFERING
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Issuer
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GenVec, Inc.
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Common Stock Offered
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5,471,957 shares
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Common Stock to Be Outstanding After This Offering
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22,736,316 shares
(1)
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Concurrent Offering
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In a concurrent private
placement, we are selling to the investors of shares of our common stock in this offering warrants to purchase a number
of shares of common stock equal to 75% of the number of shares of our common stock being purchased in this offering. We
will receive gross proceeds from the concurrent private placement transaction solely to the extent such warrants are exercised
for cash. The warrants will be exercisable on the day after the six-month anniversary of the issuance date at an exercise
price of $0.83 per share and will expire six years from the initial exercise date of the warrants. The warrants and the shares
of our common stock issuable upon the exercise of the warrants are being offered pursuant to the exemption provided n Section
4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus
supplement and the accompanying prospectus. See “Private Placement of Warrants” on page S-4 of this prospectus
supplement for a more complete description of the concurrent offering.
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Use of Proceeds
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We expect to use the
net proceeds of this offering for working capital and general corporate purposes. See “Use of Proceeds” on page
S-4 of this prospectus supplement for a more complete description of the intended use of proceeds from this offering.
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Risk Factors
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Your investment in
shares of our common stock involves substantial risks. You should read “Risk Factors” on page S-2 of
this prospectus supplement and in the documents incorporated by reference in this prospectus for a discussion of factors to
consider before deciding to purchase shares of our common stock.
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NASDAQ Market Symbol
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GNVC
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(1) The
number of shares of common stock to be outstanding after this offering is based on 17,264,359 shares of common stock outstanding
as of December 31, 2015 and excludes, as of that date, 2,237,317 shares subject to outstanding options, 1,648,413 shares
that have been reserved for issuance in connection with future grants under our equity incentive plan, 4,103,968 shares issuable
upon exercise of the unregistered warrants issued to investors and 383,037 shares issuable upon exercise of
the unregistered warrants issued to the placement agent.
RISK FACTORS
Investing in our securities involves
a high degree of risk. You should carefully consider and evaluate all of the information contained in this prospectus supplement,
the accompany prospectus and in the documents we incorporate by reference into this prospectus supplement and accompanying prospectus
before you decide to purchase our securities. In particular, you should carefully consider and evaluate the risks and uncertainties
described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31,
2015. Any of the risks and uncertainties set forth in that report, as updated by annual, quarterly and other reports and documents
that we file with the SEC and incorporate by reference into this prospectus or a prospectus supplement, could materially and adversely
affect our business, results of operations and financial condition, which in turn could materially and adversely affect the value
of any securities offered by this prospectus supplement. As a result, you could lose all or part of your investment.
Our management will have broad discretion
in the use of the net proceeds from this offering and may not use them effectively.
Our management will have broad discretion
in the application of the net proceeds from this offering, and our stockholders will not have the opportunity as part of their
investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of
factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their
currently intended use. The failure by our management to apply these funds effectively could harm our business. See “Use
of Proceeds” on page S-4 of this prospectus supplement for a description of our proposed use of proceeds from
this offering.
You will experience immediate and
substantial dilution in the net tangible book value per share of the common stock you purchase.
The offering price per share of our common
stock being offered is substantially higher than the net tangible book value per share of our outstanding common stock. As a result,
investors purchasing shares of our common stock in this offering will incur immediate dilution of $ 0.377 per share, after
giving effect to the sale of an aggregate of 5,471,957 shares of our common stock at a public offering price of $0.91375 per share,
and after deducting commissions and estimated offering expenses payable by us. See “Dilution” on page S-4 of
this prospectus supplement for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.
We will require
additional capital funding, the receipt of which may impair the value of our common stock.
Our future capital requirements depend
on many factors, including our research, development, sales and marketing activities. We will need to raise additional capital
through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to
continue to develop our product candidates. There can be no assurance that additional capital will be available when needed or
on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity securities, our stockholders
may experience substantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing
common stock.
A substantial number of shares of our
common stock may be sold in this offering, which could cause the price of our common stock to decline.
In this offering we are selling 5,471,957
shares of common stock, which represents approximately 24% of our outstanding common stock as of December 31, 2015 after giving
effect to the sale of the shares of common stock in this offering. In addition, the investors in this offering will receive
unregistered warrants to purchase a number of shares of common stock equal to 75% of the number of shares purchased in
this offering and the placement agent will receive unregistered warrants to purchase up to 7% of the aggregate number of shares
of common stock sold in this offering. This sale and any future sales of a substantial number of shares of our common stock
in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock on the
NASDAQ Capital Market. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability
of those shares of common stock for sale will have on the market price of our common stock.
SPECIAL NOTE REGARDING FORWARD LOOKING
STATEMENTS
Any statements in this prospectus, any
accompanying prospectus and the information incorporated herein and therein by reference relating to future financial or business
performance, conditions or strategies and other financial and business matters, including expectations regarding future revenues
and operating expenses, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
All statements that are not descriptions of historical facts are forward-looking statements and are based on management’s
estimates, assumptions, and projections that are subject to risks and uncertainties. These statements can generally be identified
by the use of forward-looking words like “believe,” “expect,” “intend,” “may,”
“will,” “should,” “anticipate,” “estimate,” or similar terminology. Although we
believe that the expectations reflected in our forward-looking statements are reasonable as of the date we make them, actual results
could differ materially from those currently anticipated due to a number of factors, including risks relating to:
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decisions we make with respect to the future
and strategic direction of our Company;
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our product candidates being in the early
stages of development;
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our ability to find collaborators and, if
we find collaborators, to mutually agree on terms for our collaborations;
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our reliance on collaborators;
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the timing, amount, and availability of revenues
from our government-funded vaccine programs;
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uncertainties with, and unexpected results
and related analyses relating to, preclinical development and clinical trials of our product candidates;
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the timing and content of future U.S. Food
and Drug Administration (FDA) regulatory actions related to us, our product candidates, or our collaborators;
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our financial condition, the
sufficiency of our existing cash, cash equivalents, marketable securities, and cash generated from operations, and our
ability to
lower our operating costs;
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the scope and validity of patent
protection for our product candidates and our ability to commercialize technology and products without infringing the patent rights of others; and
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our listing of our common stock on the NASDAQ
Stock Market.
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Further information on the factors and
risks that could affect our business, financial condition and results of operations, are set forth in this prospectus under “Risk
Factors” and in our filings with the SEC, which are available at
www.sec.gov
. Any forward-looking statement speaks
only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events
or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors
emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements. Except as required by law, we undertake no obligation
to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this prospectus
or the date of documents incorporated by reference in this prospectus.
USE OF PROCEEDS
We expect that the net proceeds from the
sale of the shares of common stock that we are offering will be approximately $4.5 million, after deducting the placement
agents’ commission and estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the
securities offered under this prospectus for working capital and general corporate purposes.
PRIVATE PLACEMENT OF WARRANTS
Concurrently with the closing of the sale
of shares of common stock in this offering, we also expect to issue and sell to the investors, 4,103,968 warrants to purchase an
aggregate of 4,103,968 shares of our common stock, at an initial exercise price equal to $0.83 per share (the “Warrants”).
Each Warrant shall be initially exercisable
on the day after the six-month anniversary of the issuance date and have a term of exercise equal to six years from the initial
exercise date. Subject to limited exceptions, a holder of Warrants will not have the right to exercise any portion of its warrants
if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock
outstanding immediately after giving effect to such exercise, provided that the holder may increase or decrease the beneficial
ownership limitation up to 9.99%, provided, further, that any increase in the beneficial ownership limitation shall not be effective
until 61 days following notice of such change to the Company.
Such securities will be issued and sold
without registration under the Securities Act, or state securities laws, in reliance on the exemptions provided by Section 4(a)(2)
of the Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Accordingly,
investors may exercise those warrants and sell the underlying shares only pursuant to an effective registration statement under
the Securities Act covering the resale of those shares, an exemption under Rule 144 under the Securities Act, or another applicable
exemption under the Securities Act.
DILUTION
If you invest in our common stock, you
will experience dilution to the extent of the difference between the price per share you pay in this offering and the net tangible
book value per share of our common stock immediately after this offering.
Our net tangible book value as of December
31, 2015 was approximately $7.68 million, or approximately $0.45 per share of common stock. Net tangible book value per share
is equal to our total tangible assets minus total liabilities, divided by the number of shares of common stock outstanding as
of December 31, 2015. After giving effect to the sale of an aggregate of 5,471,957 shares of our common stock in this offering
at a public offering price of $0.91375 per share, and after deducting commissions and estimated offering expenses payable
by us, our pro forma net tangible book value would have been approximately $12.2 million, or approximately $0.54 per share. This
represents an immediate increase in net tangible book value of approximately $0.09 per share to our existing stockholders and
an immediate dilution in net tangible book value of approximately $0.38 per share to investors purchasing shares in this offering.
The following table illustrates this calculation on a per share basis:
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Public offering price per share of common stock
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$
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0.91375
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Net tangible book value per share as of December 31, 2015
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$
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0.44485
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Increase per share attributable to new investors
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$
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0.09174
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Adjusted net tangible book value per share as of December 31, 2015 after giving effect to this offering
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$
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0.53659
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Dilution per share to new investors
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$
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0.37716
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The table above is based on 17,264,359
shares of common stock outstanding as of December 31, 2015 and excludes the following as of that date:
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2,237,317 shares subject to outstanding
options, having a weighted average exercise price of $4.16 per share;
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1,648,413 shares of our common
stock that have been reserved for issuance in connection with future grants under our
equity incentive plan; and
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4,103,968 shares of our common stock that are
issuable upon exercise of the unregistered warrants issued to investors and 383,037 shares of our common stock that are
issuable upon exercise of the unregistered warrants issued to the placement agent.
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Because there is no minimum offering amount
required as a condition to the closing of this offering, the dilution per share to new investors may be more than that indicated
above in the event that the actual number of shares sold, if any, is less than the maximum number of shares of our common stock
we are offering.
The above illustration of dilution per
share to investors participating in this offering assumes no exercise of outstanding options to purchase our common stock or warrants
to purchase shares of our common stock that will be outstanding after this offering. The exercise of outstanding options
and warrants that will be outstanding after this offering having an exercise price less than the offering price will increase
dilution to new investors.
PLAN OF DISTRIBUTION
Pursuant to an engagement agreement dated
May 4, 2016, we have engaged H.C. Wainwright & Co., LLC, or Wainwright or the placement agent, to act as our exclusive placement
agent in connection with this offering of our shares of common stock pursuant to this prospectus supplement and accompanying prospectus.
Under the terms of the engagement agreement, the placement agent has agreed to be our exclusive placement agent, on a reasonable
best efforts basis, in connection with the issuance and sale by us of our shares of common stock in this takedown from our shelf
registration statement. The terms of this offering were subject to market conditions and negotiations between us, the placement
agent and prospective investors. The engagement agreement does not give rise to any commitment by the placement agent to purchase
any of our shares of common stock and warrants, and the placement agent will have no authority to bind us by virtue of the engagement
agreement. Further, the placement agent does not guarantee that it will be able to raise new capital in any prospective offering.
The placement agent may engage sub-agents or selected dealers to assist with the offering.
We will enter into securities purchase
agreements directly with investors in connection with this offering, and we will only sell to investors who have entered into securities
purchase agreements.
We will deliver the shares of common stock
being issued to the investors electronically upon receipt of investor funds for the purchase of the shares of our common stock
offered pursuant to this prospectus supplement. We expect to deliver the shares of our common stock being offered pursuant to this
prospectus supplement on or about May 10, 2016.
We have agreed to pay the placement agent
a total cash fee equal to 7% of the gross proceeds of this offering. We will also pay the placement agent a non-accountable
expense allowance of $35,000. In addition, we have agreed to issue to the placement agent warrants to purchase up to 7% of
the aggregate number of shares of common stock sold in this offering. The placement agent warrants will have substantially the
same terms as the warrants issued to the investors in this offering, except that the placement agent warrants will expire on May
4, 2021 and such placement agent warrants will have an exercise price equal to $1.1422 or 125% of the offering price
per share. Pursuant to FINRA Rule 5110(g), the placement agent warrants and any shares issued upon exercise of the placement
agent warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for
a period of 180 days immediately following the date of effectiveness or commencement of sales of this offering, except the transfer
of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the
offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set
forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the placement agent
or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all
equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund
and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion
of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period.
We have agreed to indemnify the placement
agent and specified other persons against some civil liabilities, including liabilities under the Securities Act, and the Securities
Exchange Act of 1934, as amended, or the Exchange Act, and to contribute to payments that the placement agent may be required to
make in respect of such liabilities.
The placement agent may be deemed to be
an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit
realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions
under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities
Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation
M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares of common stock and
warrants by the placement agent acting as principal. Under these rules and regulations, the placement agent:
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may not engage in any stabilization activity
in connection with our securities; and
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may not bid for or purchase any of our
securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until
it has completed its participation in the distribution.
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INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to incorporate by reference
the information that we file with the SEC, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of this prospectus supplement. These documents may
include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
as well as Proxy Statements. Any documents that we subsequently file with the SEC will automatically update and replace the information
previously filed with the SEC. Thus, for example, in the case of a conflict or inconsistency between information set forth in this
prospectus supplement and information incorporated by reference into this prospectus supplement, you should rely on the information
contained in the document that was filed later.
This prospectus supplement incorporates
by reference the documents listed below that we previously have filed with the SEC and any additional documents that we may file
with the SEC (File No. 0-24469) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus
supplement and the termination of the offering of the securities (other than Current Reports on Form 8-K, or portions thereof,
furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items). These
documents contain important information about us.
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Our Annual Report on Form 10-K for the year ended December 31, 2015;
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Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 6, 2015;
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Our Current Reports on Form 8-K filed with the SEC on January 11, 2016, January 22, 2016, February 26, 2016, and May 2, 2016;
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The description of our common stock contained in our Registration Statement on Form 8-A filed under the Exchange Act on September 26, 2001, including any amendment or report filed for the purpose of updating such description; and
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All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering (other than Current Reports on Form 8-K, or portions thereof, furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items).
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You can obtain a copy of any or all of
the documents incorporated by reference in this prospectus supplement (other than an exhibit to a document unless that exhibit
is specifically incorporated by reference into that document) from the SEC on its website at
http://www.sec.gov
. You also
can obtain these documents from us without charge by visiting our internet website
http://www.genvec.com
or by requesting
them in writing, by email or by telephone at the following address:
Douglas J. Swirsky
President and Chief Executive Officer
GenVec, Inc.
910 Clopper Road, Suite 220N
Gaithersburg, Maryland 20878
(240) 632-0740
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration
statement under the Securities Act that registers the distribution of the securities offered hereby. The registration statement,
including the attached exhibits and schedules and the information incorporated by reference, contains additional relevant information
about the securities and us. The rules and regulations of the SEC allow us to omit from this prospectus certain information included
in the registration statement.
In addition, we file annual, quarterly
and special reports, proxy statements and other information with the SEC. You may read and copy this information and the registration
statement at the SEC public reference room located at 100 F Street, N.W., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330
for more information about the operation of the public reference room.
In addition, the SEC maintains an internet
website that contains reports, proxy statements and other information about issuers of securities, like us, who file such material
electronically with the SEC. The address of that website is
http://www.sec.gov
. We also maintain a website at
http://www.genvec.com
,
which provides additional information about our company. The contents of our website, however, are not a part of this prospectus
supplement or the accompanying prospectus.
LEGAL MATTERS
Hogan Lovells US LLP, Baltimore, Maryland,
will provide us an opinion as to certain legal matters in connection with the securities offered hereby. Ellenoff Grossman &
Schole LLP, New York, New York, is acting as counsel to the placement agent in connection with this offering.
EXPERTS
The financial statements of GenVec, Inc.,
as of December 31, 2015 and 2014, and for each of the years then ended, have been incorporated by reference herein and in the
registration statement in reliance upon the reports of Stegman & Company, our independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
TABLE OF CONTENTS
PROSPECTUS
UP TO $75,000,000 OF OUR
COMMON STOCK
PREFERRED STOCK
WARRANTS
We may from time to time offer up to $75,000,000 in total of:
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shares of common stock (including the associated preferred stock purchase rights);
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shares of preferred stock;
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warrants to purchase shares of common stock or preferred stock; or
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any combination of our common stock, preferred stock or warrants.
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We may offer the common stock, preferred stock, and warrants separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus. The preferred stock and warrants we may offer may be convertible into or exercisable or exchangeable for common or preferred stock or other securities of ours or equity securities of one or more other entities. When we decide to issue securities, we will provide you with the specific terms and the public offering price of the securities in prospectus supplements. In the case of shares of preferred stock, these terms will
include, as applicable, the specific title and stated value, and any dividend, liquidation, redemption, conversion, voting and other rights. You should read this prospectus and any applicable prospectus supplement carefully before you invest. This prospectus may not be used to offer or sell securities unless accompanied by a prospectus supplement.
Our common stock is listed on the NASDAQ Capital Market and traded under the symbol “GNVC.” None of the other securities are currently publicly traded. We may sell these securities to or through underwriters and also to other purchasers or through agents. We will set forth the names of any underwriters or agents in an accompanying prospectus supplement, if applicable.
The last reported sale price of our common stock on the NASDAQ Capital Market on January 22, 2014 was $3.50 per share. As of January 17, 2014, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold on that date, was approximately at least $40,231,507, based on 13,678,285 shares of outstanding common stock, of which at least 11,083,060 were held by non-affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than
one-third of our public float in any 12-month period so long as our public float remains below $75.0 million. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.
You should read carefully this prospectus, the documents incorporated by reference in this prospectus and any prospectus supplement before you invest.
Please see “Risk Factors” on page
4
for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 11, 2014
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process. Under this shelf process, we may from time to time offer up to $75,000,000 in total of shares of common stock (including the associated preferred share purchase rights), $0.001 par value per share, shares of preferred stock, $0.001 par value per share, in one or more series, or warrants to purchase shares of common stock or preferred stock, each at prices and on terms to be determined at the time of sale. The common stock, preferred stock and warrants are
collectively referred to in this prospectus as “securities.” The securities offered pursuant to this prospectus may be one or more series of issuances and the total offering price of the securities will not exceed $75,000,000 or its equivalent (based on the applicable exchange rate at the time of the sale) in one or more foreign currencies, currency units or composite currencies as shall be designated by us.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement with specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described below under the heading
“Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, contains additional information about the securities offered under this prospectus. That registration statement can be read at the SEC website or at the SEC offices mentioned below under the heading “Where You Can Find More Information.”
You should rely only on the information provided in this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information.
Neither this prospectus nor any accompanying prospectus supplement constitutes an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus or any prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference.
Unless the context otherwise requires or as otherwise expressly stated, references in this prospectus to the “Company,” “GenVec,” “we,” “us,” “our” and similar terms refer to GenVec, Inc.
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SUMMARY
This summary contains a general summary of the information contained in this prospectus. It may not include all the information that is important to you. You should read the entire prospectus, the prospectus supplement delivered with the prospectus, if any, and the documents incorporated by reference before making an investment decision.
GenVec, Inc.
GenVec is a biopharmaceutical company working with leading companies and organizations such as Novartis Institutes for BioMedical Research, Inc. (together with Novartis AG and its subsidiary corporations, including Novartis Pharma AG, “Novartis”) and the U.S. Government to leverage GenVec’s proprietary gene-delivery technologies to address the prevention and treatment of significant health concerns. GenVec’s lead program, in the field of regenerative medicine and licensed to Novartis, is for the development of novel treatments for hearing loss and balance disorders. We anticipate that Novartis will initiate
a phase 1 clinical trial in 2014.
Key components of our strategy moving forward include:
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Working with Novartis to facilitate the development of first-in-class products for the treatment of hearing and balance disorders;
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Developing a sustainable revenue base by licensing rights to our proprietary vector and cell line technologies to additional companies and organizations;
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Licensing our pre-clinical vaccine candidates for the prevention of RSV and the treatment of HSV-2 infection; and
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Minimizing our cash burn by operating our business in a cost-efficient manner.
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Our core technology has the important advantage of localizing protein delivery in the body. This is accomplished by using our adenovector platform to locally deliver genes to cells, which then direct production of the desired protein. This approach reduces side effects typically associated with systemic delivery of proteins. For vaccines, the goal is to induce an immune response against a target protein or antigen. This is accomplished by using an adenovector to deliver a gene that causes production of an antigen, which then stimulates the desired immune reaction by the body.
Our research and development activities have been focused on identifying product candidates that utilize our technology platform and represent potential commercial opportunities. For example, preclinical research in hearing loss and balance disorders has indicated that the delivery of the atonal gene using GenVec’s adenovector technology may have the potential to restore hearing and balance function. We are working with Novartis on the discovery and development of novel treatments for hearing loss and balance disorders. There are currently no effective therapeutic treatments available for patients who have lost all balance
function, and hearing loss remains a major unmet medical problem.
Our current operating strategy was adopted on September 4, 2013, when we announced that our Board of Directors withdrew a Plan of Complete Liquidation and Dissolution of the Company (the “Plan of Dissolution”) that had been adopted by the Board of Directors on May 24, 2013, subject to stockholder approval. After announcing the approval of the Plan of Dissolution by the Board of Directors, we received several proposals for transactions with us, including transactions to purchase all or portions of the our assets or to engage in mergers with private companies that were looking to use us principally as a means to become
publicly traded. As part of the Board of Directors’ efforts to seek to maximize the value for our stockholders and to provide stockholders with appropriate information for their consideration, the Board of Directors considered these proposals. The process that we went through in evaluating alternative proposals, the business developments during that time, the challenges in monetizing our assets in the near term for values the Board of Directors thought would be fair, and the time that the process took, led the Board of Directors to conclude on September 4, 2013 that it was in the best interests of our stockholders to withdraw the Plan of Dissolution and pursue our current operating strategy.
Our estimated future capital requirements are uncertain and could change materially as a result of many factors, including the success of our collaboration with Novartis and our success in entering into other
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licensing or collaboration transactions. Based on our current business operations, we estimate we have sufficient resources to fund our operations through at least the end of 2014.
Principal Executive Offices
Our principal executive offices are located at 910 Clopper Road, Suite 220N, Gaithersburg, Maryland 20878, and our telephone number is (240) 632-0740.
Recent Events
On December 4, 2013, the National Institutes of Health’s Recombinant DNA Advisory Committee (“RAC”) unanimously approved the protocol for initiation of a Phase 1 study of CGF166, an adenoviral vector engineered to express the human atonal gene, in patients with severe hearing loss. CGF166 utilizes our proprietary adenovectors technology and is being developed by Novartis under a research collaboration and license agreement with GenVec.
The protocol, “
A Three-part, Multicenter, Open Label, Single Dose Study to Assess the Safety, Tolerability, and Efficacy of Intralabyrinthine (IL) CGF166 in Patients with Severe Hearing Loss
,” was the subject of an in-depth review and public discussion at the RAC meeting. GenVec expects that an investigational new drug application, or IND, will be filed for CGF166 in January 2014.
Securities We are Offering
We may offer any of the following securities from time to time:
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shares of our common stock (including the associated preferred stock purchase rights);
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shares of our preferred stock;
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warrants to purchase shares of our preferred stock or common stock; or
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any combination of our common stock, preferred stock, or warrants.
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When we use the term “securities” in this prospectus, we mean any of the securities we may offer with this prospectus, unless we say otherwise. The total dollar amount of all securities that we may issue will not exceed $75,000,000. This prospectus, including the following summary, describes the general terms that may apply to the securities. We will describe the specific terms of any particular securities that we may offer in a separate supplement to this prospectus.
Common Stock.
We may offer shares of our common stock. Our common stock currently is listed on the NASDAQ Capital Market under the symbol “GNVC.”
Preferred Stock.
We may offer our preferred stock in one or more series. For any particular series we offer, the applicable prospectus supplement will describe the specific designation; the aggregate number of shares offered; the rate and periods, or manner of calculating the rate and periods, for dividends, if any; the stated value and liquidation preference amount, if any; the voting rights, if any; the terms on which the series will be convertible into or exchangeable for other securities or property, if any; the redemption terms, if any; and any other specific terms.
Warrants.
We may offer warrants to purchase our common stock and preferred stock. For any particular warrants we offer, the applicable prospectus supplement will describe the underlying security; expiration date; the exercise price or the manner of determining the exercise price; the amount and kind, or the manner of determining the amount and kind, of any security to be delivered by us upon exercise; and any other specific terms. We may issue the warrants under warrant agreements between us and one or more warrant agents.
Listing.
If any securities are to be listed or quoted on a securities exchange or quotation system, the applicable prospectus supplement will say so.
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Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
The table below presents the ratio of earnings to combined fixed charges and preferred stock dividends and the coverage deficiency for the last five fiscal years and the nine months ended September 30, 2013.
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For the
Nine Months Ended September 30, 2013
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For the Year Ended December 31,
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2012
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2011
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2010
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2009
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2008
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Ratio of earnings to combined fixed charges and preferred stock dividends
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Deficiency
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deficiency
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deficiency
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deficiency
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deficiency
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deficiency
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Deficiency (in thousands)
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$
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(9,132
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$
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(14,055
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$
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(7,441
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$
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(12,274
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$
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(18,362
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$
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(26,063
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For the nine months ended September 30, 2013 and the years ended December 31, 2012, 2011, 2010, 2009 and 2008, earnings are inadequate to cover fixed charges and the dollar amount of the coverage deficiency is disclosed in the above table, in thousands.
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RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained in this prospectus, any accompanying prospectus supplement and in the documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you decide to purchase our securities. In particular, you should carefully consider and evaluate the risks and uncertainties described under the heading “Risk Factors” in each of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, our Quarterly Report on Form 10-Q for the three-month
period ended March 31, 2013, our Quarterly Report on Form 10-Q for the six-month period ended June 30, 2013 and our Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2013. Any of the risks and uncertainties set forth in those reports, as updated by annual, quarterly and other reports and documents that we file with the SEC and incorporate by reference into this prospectus or a prospectus supplement, could materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the value of any securities offered by this prospectus and any accompanying prospectus supplement. As a result, you could lose all or part of your investment.
See also the information contained under the heading “Special Note Regarding Forward-Looking Statements” immediately below.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Any statements in this prospectus, any accompanying prospectus and the information incorporated herein and therein by reference relating to future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding future revenues and operating expenses, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not descriptions of historical facts are forward-looking statements and are based on management’s estimates, assumptions, and projections that are subject to risks and
uncertainties. These statements can generally be identified by the use of forward-looking words like “believe,” “expect,” “intend,” “may,” “will,” “should,” “anticipate,” “estimate,” or similar terminology. Although we believe that the expectations reflected in our forward-looking statements are reasonable as of the date we make them, actual results could differ materially from those currently anticipated due to a number of factors, including risks relating to:
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decisions we make with respect to the future and strategic direction of our Company;
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the uncertainties regarding our long-term stability and plans raised by our adoption and then abandonment of a Plan of Complete Liquidation and Dissolution of the Company;
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our product candidates being in the early stages of development;
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our ability to find collaborators and the terms of our agreements that we may enter into with them;
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our reliance on collaborators;
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uncertainties with, and unexpected results and related analyses relating to, pre-clinical development and clinical trials of our product candidates;
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the timing and content of future U.S. Food and Drug Administration regulatory actions related to us, our product candidates, or our collaborators;
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our financial condition and the sufficiency of our existing cash, cash equivalents, marketable securities, and cash generated from operations and our ability to lower our operating costs; and
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the scope and validity of patent protection for our product candidates and our ability to commercialize products without infringing the patent rights of others.
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Further information on the factors and risks that could affect our business, financial condition and results of operations, are set forth in this prospectus under “Risk Factors” and in our filings with the SEC, which are available at
www.sec.gov
. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors
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emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this prospectus or the date of documents incorporated by reference in this prospectus.
USE OF PROCEEDS
Except as described in any applicable prospectus supplement in connection with a specific offering, we intend to use the net proceeds from the sale of the securities offered under this prospectus for operating costs, working capital, and general corporate purposes. Pending these uses, we intend to invest the net proceeds of this offering in a variety of capital preservation investments, including short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit and direct or guaranteed obligations of the U.S. government.
PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus separately or together:
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directly to purchasers;
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to or through underwriters;
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through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction; or
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through a combination of any of these methods of sale.
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In addition, we may issue the securities being offered by this prospectus as a dividend or distribution.
We may effect the distribution of the securities from time to time in one or more transactions:
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at a fixed price or prices, which may be changed from time to time;
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at market prices prevailing at the times of sale;
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at prices related to prevailing market prices; or
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For example, we may engage in at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. We may also sell securities through a rights offering, forward contracts or similar arrangements. In any distribution of subscription rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.
The securities issued and sold under this prospectus will have no established trading market, other than our common stock, which is listed on the NASDAQ Capital Market. Any shares of our common stock sold pursuant to this prospectus will be eligible for listing and trading on the NASDAQ Capital Market, subject to official notice of issuance. Any underwriters to whom securities are sold by us for public offering and sale may make a market in the securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The securities, other than our common stock, may or may
not be listed on a national securities exchange or other trading market.
We will describe the method of distribution of the securities in a prospectus supplement. We may directly solicit offers to purchase the securities offered by this prospectus. Agents designated by us from time to time
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may solicit offers to purchase the securities. We will name any agent involved in the offer of sale of the securities and set forth any commissions payable by us to an agent in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any agent may be deemed to be an “underwriter” of the securities as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”).
We may directly solicit offers to purchase the securities, and we may sell directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. A prospectus supplement will describe the terms of any direct sales, including the terms of any bidding or auction process.
If a dealer is used in the sale of the securities, we or an underwriter will sell securities to the dealer, as principal. The dealer may resell the securities to the public at varying prices to be determined by the dealer at the time of resale. A prospectus supplement will set forth the name of the dealer and the terms of the transactions.
If we use an underwriter or underwriters in the sale of securities, we will execute an underwriting agreement with the underwriter or underwriters at the time we reach an agreement for sale. We will set forth in a prospectus supplement the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including compensation of the underwriters and dealers. This compensation may be in the form of discounts, concessions or commissions. Underwriters and others participating in any offering of the securities may engage in transactions that stabilize, maintain or
otherwise affect the price of the securities. We will describe any of these activities in a prospectus supplement.
Agreements we enter into with agents, underwriters and dealers may entitle them to indemnification by us against specified liabilities, including liabilities under the Securities Act, or to contribution by us to payments they may be required to make in respect of these liabilities. A prospectus supplement will describe the terms and conditions of indemnification or contribution.
We may authorize underwriters, dealers and agents to solicit offers by certain institutional investors to purchase offered securities under contracts providing for payment and delivery on a future date specified in a prospectus supplement. The prospectus supplement will also describe the public offering price for the securities and the commission payable for solicitation of these delayed delivery contracts. Delayed delivery contracts will contain definite fixed price and quantity terms. The obligations of a purchase under these delayed delivery contracts will be subject to only two conditions:
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that the institution’s purchase of the securities at the time of delivery of the securities is not prohibited under the law of any jurisdiction to which the institution is subject; and
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that we shall have sold to the underwriters the total principal amount of the offered securities, less the principal amount covered by the delayed contracts.
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To the extent permitted by and in accordance with Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with an offering an underwriter may engage in over-allotments, stabilizing transactions, short covering transactions and penalty bids. Over-allotments involve sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the
distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would be otherwise. If commenced, the underwriters may discontinue any of the activities at any time.
To the extent permitted by and in accordance with Regulation M under the Exchange Act, any underwriters who are qualified market makers on the NASDAQ Capital Market may engage in passive market making transactions in the securities on the NASDAQ Capital Market during the business day prior to the pricing of an offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a
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passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker-dealer may not exceed 8% of the aggregate proceeds of the offering.
The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.
No securities may be sold under this prospectus without delivery, in paper format, in electronic format on the internet, or both, of the applicable prospectus supplement describing the method and terms of the offering.
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DESCRIPTION OF COMMON STOCK
The following description of our common stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the common stock that we may offer under this prospectus. For the complete terms of our common stock, please refer to our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws that are filed as exhibits to our reports incorporated by reference into the registration statement that includes this prospectus. The General Corporation Law of Delaware may also affect the terms of our common stock.
Authorized and Outstanding Common Stock
Our Amended and Restated Certificate of Incorporation, as amended, provides that we have authority to issue 30,000,000 shares of our common stock, par value $0.001 per share. As of January 23, 2014, there were 13,678,285 shares of common stock issued and outstanding, which includes 730,000 shares of restricted common stock subject to forfeiture, and there were outstanding warrants to purchase approximately an additional 1,131,539 shares of our common stock and options to purchase 1,352,592 shares of our common stock.
Listing
Our common stock is listed on the NASDAQ Capital Market under the symbol “GNVC”.
Dividends
Our Board of Directors may authorize, and we may make, distributions to our common stockholders, subject to any restriction in our Amended and Restated Certificate of Incorporation and to those limitations prescribed by law. However, we have never paid cash dividends on our common stock or any other securities. We anticipate that we will retain all of our future earnings, if any, for use in the expansion and operation of our business and do not anticipate paying cash dividends in the foreseeable future.
Fully Paid and Non-Assessable
All shares of our outstanding common stock are fully paid and non-assessable.
Voting Rights
Each share of our common stock is entitled to one vote in each matter submitted to a vote at a meeting of stockholders including in all elections for directors; stockholders are not entitled to cumulative voting in the election for directors. Our stockholders may vote either in person or by proxy.
Preemptive and Other Rights
Holders of our common stock have no preemptive rights and have no other rights to subscribe for additional securities of the Company under Delaware law. Nor does the common stock have any conversion rights or rights of redemption (or, if any such rights have been granted in relation to the common stock, any such rights have been waived). Upon liquidation, all holders of our common stock are entitled to participate pro rata in our assets available for distribution, subject to the rights of any class of preferred stock then outstanding.
Stockholder Action by Written Consent; Meetings
Pursuant to our Amended and Restated Certificate of Incorporation, stockholders may not take action by written consent in lieu of voting at a meeting, except as may be provided in a resolution or resolutions providing for any class or series of our preferred stock.
Our Amended and Restated Bylaws provide that we must hold an annual meeting of stockholders. Special meetings of our stockholders may be called at any time only by the Board of Directors or by the President.
Staggered Board of Directors
Our Board of Directors is divided into three classes, the members of each of which serve for staggered three-year terms. Our stockholders may elect only one-third of the directors each year; therefore, it is more difficult for a third party to gain control of our Board of Directors than if our Board was not staggered.
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Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.
Rights Agreement
On September 7, 2011, we entered into a Stockholder Rights Agreement with American Stock Transfer & Trust Company, LLC, as rights agent. The Stockholder Rights Agreement was not adopted in response to any specific effort to acquire control of us. In connection with the adoption of the new Stockholder Rights Agreement, our Board of Directors declared a dividend of one preferred stock purchase right (each a “Right”) for each outstanding share of our common stock to stockholders of record as of the close of business on September 7, 2011. Initially, the Rights will be represented by our common stock certificates or
book entry notations, will not be traded separately from the common stock, and will not be exercisable. In the event that any person acquires beneficial ownership of 20% or more of the outstanding shares of our common stock, or upon the occurrence of certain other events, each holder of a Right, other than the acquirer, would be entitled to receive, upon payment of the purchase price, which is initially set at $32 per Right, a number of shares of our common stock having a value equal to two times such purchase price. Our Board of Directors is entitled to redeem the Rights at $0.001 per right at any time before a person or group has acquired 20% or more of our common stock. The Rights will expire on September 7, 2021, subject to the our right to extend such date, unless earlier redeemed or exchanged by the Company or terminated. The Rights will at no time have any voting rights. The Company has authorized 30,000 shares of Series B Junior Participating Preferred Stock in connection with
the adoption of the new Stockholder Rights Agreement. There was no Series B Junior Participating Preferred Stock issued or outstanding as of September 30, 2013.
Limitations of Director Liability
Delaware law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach of directors’ fiduciary duty of care. Although Delaware law does not change directors’ duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. Our Amended and Restated Certificate of Incorporation, as amended, limits the liability of directors to us and our stockholders to the full extent permitted by Delaware law. Specifically, directors are not personally liable for monetary damages to us
or our stockholders for breach of the director’s fiduciary duty as a director, except for liability for:
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any breach of the director’s duty of loyalty to us or our stockholders;
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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock repurchases or redemptions; and
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any transaction from which the director derived an improper personal benefit.
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Indemnification
To the maximum extent permitted by law, our Amended and Restated Certificate of Incorporation, as amended, provides for mandatory indemnification of directors and officers against any expense, liability or loss to which they may become subject, or which they may incur as a result of being or having been a director or officer. In addition, we must advance or reimburse directors and officers for expenses they incur in connection with indemnifiable claims. We also maintain directors’ and officers’ liability insurance.
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DESCRIPTION OF PREFERRED STOCK
The following description of our preferred stock, together with the additional information we include in any prospectus supplements, summarizes the material terms and provisions of the preferred stock that we may offer under this prospectus. For the complete terms of our preferred stock, please refer to our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws that are filed as exhibits to our reports incorporated by reference into the registration statement that includes this prospectus. The General Corporation Law of Delaware, as amended, may also affect the terms of our common stock.
Preferred Stock That We May Offer and Sell to You
Our Amended and Restated Certificate of Incorporation, as amended, authorizes our Board of Directors, without further stockholder action, to provide for the issuance of up to 5,000,000 shares of preferred stock, in one or more classes or series and to fix the rights, preferences, privileges, and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series of the designation of such series, without further vote or action by the stockholders. We may amend from time to time our
restated Certificate to increase the number of authorized shares of preferred stock. Any such amendment would require the approval of the holders of a majority of the voting power of all of the shares of capital stock entitled to vote for directors, without a vote of the holders of preferred stock or any series thereof unless any such holder is entitled to vote for directors or a vote of any such holder is otherwise required pursuant to the restated certificate or certificates of designations establishing a series of preferred stock. As of the date of this prospectus, no shares of preferred stock are outstanding, but 30,000 shares of preferred stock have been designated as “Series B Junior Participating Preferred Stock” to satisfy our obligations with respect to the Rights Agreement described above. Under the Rights Agreement, we are obligated to reserve the number of shares of preferred stock sufficient to permit the exercise in full of all outstanding Rights.
The particular terms of any series of preferred stock being offered by us under this shelf registration statement will be described in the prospectus supplement relating to that series of preferred stock.
Those terms may include:
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the title and liquidation preference per share of the preferred stock and the number of shares offered;
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the purchase price of the preferred stock;
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the dividend rate (or method of calculation), the dates on which dividends will be paid and the date from which dividends will begin to accumulate;
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any redemption or sinking fund provisions of the preferred stock;
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any conversion provisions of the preferred stock;
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the voting rights, if any, of the preferred stock; and
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any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions of the preferred stock.
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The preferred stock will, when issued, be fully paid and non-assessable.
The description of preferred stock above and the description of the terms of a particular series of preferred stock in the prospectus supplement are not complete. You should refer to the applicable certificate of designations for complete information. The prospectus supplement will also contain a description of U.S. federal income tax consequences relating to the preferred stock, if material.
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Voting Rights
The General Corporation Law of Delaware provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designations.
Other
Our issuance of preferred stock may have the effect of delaying or preventing a change in control. Our issuance of preferred stock could decrease the amount of earnings and assets available for distribution to the holders of common stock or other preferred stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock or other preferred stock. The issuance of preferred stock could have the effect of decreasing the market price of our common stock.
Transfer Agent and Registrar
The transfer agent and registrar for the preferred stock will be set forth in the applicable prospectus supplement.
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DESCRIPTION OF WARRANTS
The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any warrants we may offer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement.
We may issue warrants for the purchase of shares of our common stock or preferred stock. Warrants may be issued independently or together with the shares of common stock or preferred stock offered by any prospectus supplement to this prospectus and may be attached to or separate from such shares. Further terms of the warrants will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the terms of the warrants in respect of which this prospectus is being delivered, including, where applicable, the following:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the designation, terms and number of shares of common stock or preferred stock purchasable upon exercise of such warrants;
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the designation and terms of the shares of common stock or preferred stock with which such warrants are issued and the number of such warrants issued with such shares;
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the date on and after which such warrants and the related common stock or preferred stock will be separately transferable, including any limitations on ownership and transfer of such warrants;
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the price at which each share of common stock or preferred stock purchasable upon exercise of such warrants may be purchased;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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the minimum or maximum amount of such warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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a discussion of certain federal income tax consequences; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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This summary of the warrants is not complete. We urge you to read the warrants filed as exhibits to the registration statement that includes this prospectus and the description of the additional terms of the warrants included in the prospectus supplement.
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder thereof to purchase for cash the number of shares of preferred stock and the number of shares of common stock at the exercise price as shall in each case be set forth in, or be determinable as set forth in, the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants offered thereby. Upon receipt of payment and the warrant certificate properly completed and duly executed at the
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corporate trust office of the warrant agent, if any, or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. Holders of warrants will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities in connection with the exercise of the warrants.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The table below presents the ratio of earnings to combined fixed charges and preferred stock dividends and the coverage deficiency for the last five fiscal years and the nine months ended September 30, 2013.
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For the
Nine Months Ended September 30, 2013
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For the Year Ended December 31,
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2012
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2011
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2010
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2009
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2008
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Ratio of earnings to combined fixed charges and preferred stock dividends
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Deficiency
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deficiency
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deficiency
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deficiency
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deficiency
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deficiency
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Deficiency (in thousands)
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$
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(9,132
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$
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(14,055
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$
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(7,441
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$
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(12,274
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$
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(18,362
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$
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(26,063
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For the nine months ended September 30, 2013 and the years ended December 31, 2012, 2011, 2010, 2009 and 2008, earnings are inadequate to cover fixed charges and the dollar amount of the coverage deficiency is disclosed in the above table, in thousands.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of the prospectus. These documents may include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as Proxy Statements. Any documents that we subsequently file with the SEC will automatically update and replace the information previously filed with the SEC. Thus, for example, in the case of a conflict or
inconsistency between information set forth in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.
This prospectus incorporates by reference the documents listed below that we previously have filed with the SEC and any additional documents that we may file with the SEC (File No. 0-24469) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of the offering of the securities. These documents contain important information about us.
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Our Annual Report on Form 10-K for the year ended December 31, 2012;
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Our definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2013;
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Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2013, June 30, 2013 and September 30, 2013;
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Our Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed with the SEC on February 8, 2013, February 12, 2013, April 26, 2013, May 28, 2013, June 24, 2013, June 25, 2013, June 28, 2013, July 30, 2013, August 8, 2013, September 5, 2013, September 19, 2013, October 7, 2013, October 21, 2013, November 27, 2013, and December 11, 2013;
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The description of our common stock contained in our Registration Statement on Form 8-A filed under the Exchange Act on September 26, 2001, including any amendment or report filed for the purpose of updating such description; and
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All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering.
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We are not, however, incorporating by reference any documents, or portions of documents, whether specifically listed above or arising in the future, which are not deemed “filed” with the SEC.
You can obtain a copy of any or all of the documents incorporated by reference in this prospectus (other than an exhibit to a document unless that exhibit is specifically incorporated by reference into that document) from the SEC on its website at
http://www.sec.gov.
You also can obtain these documents from us without charge by visiting our internet website
http://www.genvec.com
or by requesting them in writing, by email or by telephone at the following address:
Douglas J. Swirsky
President and Chief Executive Officer
GenVec, Inc.
910 Clopper Road, Suite 220N
Gaithersburg, Maryland 20878
(240) 632-0740
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities Act that registers the distribution of the securities offered under this prospectus. The registration statement, including the attached exhibits and schedules and the information incorporated by reference, contains additional relevant information about the securities and us. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement. In addition, we file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy this information
and the registration statement at the SEC public reference room located at 100 F Street, N.W., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room.
In addition, the SEC maintains an internet website that contains reports, proxy statements and other information about issuers of securities, like us, who file such material electronically with the SEC. The address of that website is
http://www.sec.gov.
We also maintain a website at
http://www.genvec.com
, which provides additional information about our company. The contents of our website, however, are not a part of this prospectus.
LEGAL MATTERS
Hogan Lovells US LLP, Baltimore, Maryland, has passed upon certain legal matters in connection with certain legal matters in connection with the securities offered hereby.
EXPERTS
The financial statements of GenVec, Inc., as of December 31, 2012 and 2011, and for each of the years then ended, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
15
5,471,957
SHARES OF
COMMON STOCK
PROSPECTUS
SUPPLEMENT
Rodman
& Renshaw
a
unit of H.C. Wainwright & Co.
The
date of this prospectus supplement is May 4, 2016
Grafico Azioni Genvec, Inc. (NASDAQ:GNVC)
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Da Mag 2024 a Giu 2024
Grafico Azioni Genvec, Inc. (NASDAQ:GNVC)
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Da Giu 2023 a Giu 2024
