Item 1.01 Entry into a Material Definitive Agreement.
On February 11, 2014, GenVec, Inc. (the "Company"), entered into an Equity
Distribution Agreement (the "Agreement") with Roth Capital Partners, LLC
("Roth"), pursuant to which the Company may sell from time to time up to
$10,000,000 of shares of its common stock, par value $0.001 per share (the
"Shares"), through Roth (the "Offering").
Sales of Shares in the Offering, if any, may be made by any method permitted by
law deemed to be an "at the market" offering as defined in Rule 415 of the
Securities Act of 1933, as amended, including without limitation directly on the
NASDAQ Capital Market, or any other existing trading market for the Shares or
through a market maker, or, if agreed by the Company and Roth, by any other
method permitted by law, including but not limited to in negotiated
transactions. The Offering is being made pursuant to an effective shelf
Registration Statement on Form S-3 (Registration No. 333-193511). The Company
intends to use the net proceeds from the sale of Shares, if any, for operating
costs, working capital and general corporate purposes.
The Company made certain customary representations, warranties and covenants
concerning the Company, the Shares and the Offering in the Agreement and also
agreed to indemnify Roth against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. The Company will pay Roth a
commission equal to 3% of the gross proceeds from the sales of the Shares. In
addition, the Company has agreed to reimburse Roth for reasonable out-of-pocket
expenses incurred by them in connection with the Offering, up to an aggregate of
$30,000. A copy of the Agreement is filed as Exhibit 1.1 to this Current Report
on Form 8-K, and the descriptions of the material terms of the Agreement in this
Item 1.01 are qualified in their entirety by reference to such Exhibit, which is
incorporated herein by reference.
The legal opinion of Hogan Lovells US LLP relating to the legality of the
issuance and sale of the Shares is attached as Exhibit 5.1 to this Current
Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
Section 8.01 Other Events.
On February 11, 2014
, Novartis Institutes for BioMedical Research
, or Novartis,
informed the Company that the third milestone under the Research Collaboration
and License Agreement between the Company and Novartis for the development of
treatments for hearing and balance disorders had been achieved. In January 2014
Novartis filed an Investigational New Drug (IND) application with the Food and
(FDA) for the clinical development of CGF166, the lead
product candidate under the collaboration. The IND was deemed effective on
February 7, 2014
, and this triggered a $2 million
milestone payment to the
Company under the terms of the collaboration. If achieved, the next milestone
payment to the Company under the collaboration would be triggered by the first
patient visit in the planned Phase 1 clinical trial of CGF166.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Equity Distribution Agreement, dated February 11, 2014, between the
Company and Roth.
5.1 Opinion of Hogan Lovells US LLP.
23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1).