8-K

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): December 1, 2016

GenVec, Inc.

(Exact name of registrant as specified in its charter)

Delaware (state or other jurisdiction of
incorporation) 000-24469 (Commission File Number) 23-2705690 (I.R.S. Employer 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))

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5 – Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 

GenVec, Inc. (the “Company”) announced today that it has effected a one-for-ten reverse split (the “Reverse Stock Split”) of the Company’s outstanding shares of common stock, effective for holders of record at the close of business on November 30, 2016. To effectuate the Reverse Stock Split, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware. Pursuant to and upon the effectiveness of the Amendment at 7:00 a.m., Eastern Standard Time, on December 1, 2016, each ten shares of the Company’s common stock, par value $0.001 per share, issued and outstanding at the time of such effectiveness were reclassified and combined into one share of common stock, par value $0.001 per share, of the Company.

The Company has retained American Stock Transfer & Trust Company (“AST”) to act as exchange agent for the Reverse Stock Split. AST will manage the exchange of old, pre-Reverse Stock Split shares for new post-Reverse Stock Split shares. Stockholders will receive a letter of transmittal providing instructions for the exchange of their shares. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions. For further information, stockholders and securities brokers should contact AST at (877) 248-6417 or (718) 921-8317.

A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Section 8 – Other Events

Item 8.01. Other Events.

On December 1, 2016, the Company issued a press release announcing the effectiveness of the Reverse Stock Split discussed under Item 5.03 of this report.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of GenVec, Inc.
99.1	GenVec, Inc. press release dated December 1, 2016, announcing the effectiveness of the Reverse Stock Split

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENVEC, INC.
	By:	/s/ Douglas J. Swirsky
		Douglas J. Swirsky
		President, Chief Executive Officer and Corporate Secretary

Dated: December 1, 2016

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of GenVec, Inc.
99.1	GenVec, Inc. press release dated December 1, 2016, announcing the effectiveness of the Reverse Stock Split

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GENVEC, INC.

Under Section 242 of the General Corporation
Law of the State of Delaware

GENVEC, INC., a corporation duly organized and existing under the Delaware General Corporation Law (the “Corporation”), does hereby certify:

1.The name of the Corporation is GENVEC, INC.

2.The amendment set forth below to the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate”) was duly adopted in accordance with Section 242 of the Delaware General Corporation Law, and was approved by the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon at the annual meeting of stockholders of the Corporation held on October 20, 2016.

3.Article IV of the Certificate is amended by adding the following to the end of Section 4.1:

“Upon the filing and effectiveness (the “Effective Time”) of this amendment to the Corporation’s Certificate of Incorporation pursuant to the Delaware General Corporation Law, each 10 shares of the Common Stock (the “Old Common Stock”) issued and outstanding immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and non-assessable share of the Corporation’s common stock, $.001 par value per share (the “New Common Stock”), without any action by the holder thereof  (the “Reverse Stock Split”). The Corporation shall not issue fractions of shares of New Common Stock in connection with such reclassification and combination. Stockholders who, immediately prior to the Effective Time, own a number of shares of Old Common Stock which is not evenly divisible by 10 shall, with respect to such fractional interest, be entitled to receive cash from the Corporation in lieu of fractions of shares of New Common Stock from the disposition of such fractional interest as provided below. The Corporation shall arrange for the disposition of fractional interests by those otherwise entitled thereto, by the mechanism of having (x) the transfer agent of the Corporation aggregate such fractional interests, (y) the shares resulting from the aggregation sold and (z) the net proceeds received from the sale allocated and distributed among the holders of the fractional interests as their respective interests appear. Each certificate that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified and combined; provided, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which such person is entitled under the foregoing reclassification and combination.”

4.           This Certificate of Amendment shall become effective at 7:00 a.m. Eastern Time on December 1, 2016.

IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this Certificate of Amendment on this 28th day of November, 2016.

GENVEC, INC.
By:	/s/ Douglas J. Swirsky
Name:	Douglas J. Swirsky
Title:	President, Chief Executive Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

910 Clopper Road, Suite 220N Gaithersburg, MD 20878 tel: 240-632-0740 fax: 240-632-0735 www.genvec.com

GENVEC EFFECTS 1-FOR-10 REVERSE STOCK SPLIT

GAITHERSBURG, MD - December 1, 2016 - GenVec, Inc. (NASDAQ: GNVC) (“GenVec” or “the Company”) announced that the Company’s previously declared one-for-ten reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”) became effective today prior to the opening of trading on the NASDAQ Capital Market. The Reverse Stock Split was previously authorized at the Company’s 2016 Annual Meeting of Shareholders and the Company’s Board of Directors approved a ratio within the approved range on November 11, 2016. The Reverse Stock Split is intended to enable GenVec to regain compliance with the $1.00 minimum bid price required for continued listing on NASDAQ Capital Market.

The Reverse Stock Split is effective with respect to shareholders of record at the close of business on November 30, 2016 and trading of the Company’s common stock on the NASDAQ Capital Market will begin on a split-adjusted basis at the opening of trading on December 1, 2016. As a result of the Reverse Stock Split, each 10 shares of the Company’s common stock outstanding were combined into one share of common stock and the total number of common stock outstanding were reduced from approximately 22.73 million shares to approximately 2.27 million shares. Stockholders will receive cash in lieu of any fraction of a share that stockholders would otherwise be entitled to receive as a result of the Reverse Stock Split.

The Company has retained American Stock Transfer & Trust Company (“AST”) to act as exchange agent for the reverse stock split. AST will manage the exchange of old, pre-reverse stock split shares for new post-reverse stock split shares. Stockholders will receive a letter of transmittal providing instructions for the exchange of their shares. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions. For further information, stockholders and securities brokers should contact AST at (877) 248-6417 or (718) 921-8317.

About GenVec

GenVec is a clinical-stage gene delivery company focused on developing a pipeline of cutting-edge therapeutics and vaccines using its proprietary AdenoVerse™ gene delivery platform. 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 and is currently in a Phase 1/2 clinical study for the treatment of hearing loss and balance disorders. In addition to its internal and partnered pipeline, the company is also focused on opportunities to license its proprietary technology platform, including vectors and production cell lines, for the development and manufacture of therapeutics and vaccines to the biopharmaceutical industry. Additional information about GenVec is available at www.genvec.com and in GenVec’s various filings with the Securities and Exchange Commission.

Statements herein relating to future financial or business performance, including with respect to the exchange of pre-Reverse Stock Split shares and the Company’s ability to regain compliance with NASDAQ Capital Market’s bid price requirement (the “Bid Price Rule”), are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time, and there can be no assurance that pre-Reverse Stock Split shares will be exchanged or the Company will be able to regain compliance with the Bid Price Rule. Further information on the factors and risks that could affect the Company’s financial or business performance are contained in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risk factors discussed in Item 1A of Part I of the Company’s Form 10-K for the year ended December 31, 2015 and subsequent reports filed with the SEC. These forward-looking statements speak only as of the date of this report, and the Company assumes no duty to update forward-looking statements.

Contact:

Rena Cohen
(240) 632-5501

ir@genvec.com