Item 8.01 Other Events.

On May 29, 2009, GenVec, Inc., a Delaware corporation ("GenVec"), closed its previously announced registered offering of 9,615,385 shares of its common stock (the "Shares"), par value $0.001 per share ("Common Stock"), and warrants (the "Warrants") to purchase up to an aggregate of 9,615,385 shares of Common Stock (the "Offering"). The Shares and the Warrants were sold in units ("Units") at a price of $0.624 per Unit, with each Unit consisting of one share of Common Stock and a Warrant to purchase one share of Common Stock at an exercise price of $0.858 per share. The Shares and the Warrants were issued separately. The Warrants have a five year term from the date of issuance, are not exercisable prior to November 29, 2009 and include provisions providing for adjustments to the number of shares exercisable thereunder upon stock dividends, stock splits and similar events.

The gross proceeds of the offering were $6.0 million and net proceeds, after deducting the placement agent's fees and estimated offering expenses payable by GenVec, are expected to be approximately $5.5 million. GenVec will use proceeds from the Offering for further development of its lead clinical program, TNFerade™, and other general corporate purposes.

Merriman Curhan Ford & Co. acted as the exclusive placement agent for the Offering.

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