UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 1, 2016
GenVec, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
000-24469 |
23-2705690 |
| (state or other jurisdiction of |
(Commission |
(I.R.S. Employer |
| incorporation) |
File Number) |
Identification No.) |
|
910 Clopper Road
Suite 220N
Gaithersburg, Maryland |
20878 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area
code: (240) 632-0740
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 4 – Matters Related to Accountants
and Financial Statements
| Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
On June 1, 2016, Stegman & Company
(“Stegman”), GenVec, Inc.’s (the “Company”) independent registered public accounting firm, announced
that substantially all of the directors and employees of Stegman have joined Dixon Hughes Goodman LLP (“DHG”). As a
result, effective June 1, 2016, Stegman has resigned as the Company’s independent registered public accounting firm.
The Audit Committee of the Company’s Board of Directors has engaged DHG to serve as the Company’s independent registered
public accounting firm effective June 1, 2016.
The reports of Stegman on the audits
of the consolidated financial statements of the Company as of and for the years ended December 31, 2015 and 2014 did not contain an adverse opinion or a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s fiscal years
ended December 31, 2015 and 2014 and the subsequent interim period through the date of this Current Report on Form 8-K, there
were (i) no “disagreements” (as such term is used in Item 304(a)(1)(iv) of Regulation S-K) between the Company
and Stegman on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Stegman, would have caused Stegman to make reference to the subject
matter of the disagreement(s) in connection with its report on the Company’s financial statements and (ii) no “reportable
events” within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
During the Company’s fiscal years
ended December 31, 2015 and 2014 and the subsequent interim period through the date of this Current Report on Form 8-K, neither
the Company nor anyone on its behalf consulted with DHG with respect to (i) the application of accounting principles to a specific
completed or proposed transaction or the type of audit opinion that might be rendered by DHG on the Company’s financial statements,
and DHG did not provide any written report or oral advice that DHG concluded was an important factor considered by the Company
in reaching a decision as to any such accounting, auditing or financial reporting issue, and (ii) any matter that was either the
subject of a “disagreement” as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions or
a “reportable event” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Stegman a copy
of the disclosures in this Current Report on Form 8-K and requested that Stegman furnish it with a letter addressed to the Securities
and Exchange Commission stating whether or not Stegman agrees with the Company’s statements in this Item 4.01. A copy
of the letter dated June 1, 2016 furnished by Stegman in response to that request is filed as Exhibit 16.1 to this Current
Report on Form 8-K.
Section 9 – Financial Statements and
Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
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Description |
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| 16.1 |
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Letter from Stegman & Company dated June 1, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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GENVEC, INC. |
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Dated: June 2, 2016
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/s/ Douglas J. Swirsky |
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Douglas J. Swirsky |
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President, Chief Executive Officer and Corporate Secretary |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| |
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| 16.1 |
|
Letter from Stegman & Company dated June 1, 2016.
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