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GNVC > SEC Filings for GNVC > Form 8-K on 1-Dec-2016All Recent SEC Filings

Show all filings for GENVEC INC

Form 8-K for GENVEC INC


1-Dec-2016

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financi


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.



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.



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

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