As filed with the Securities and Exchange Commission on November 8, 2017
Registration No. 333-220981
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VICAL INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware | 2836 | 93-0948554 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
10390 Pacific Center Court
San Diego, California 92121
(858) 646-1100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Vijay B. Samant
President and Chief Executive Officer
Vical Incorporated
10390 Pacific Center Court
San Diego, California 92121
(858) 646-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Frederick T. Muto, Esq. Sean M. Clayton, Esq. Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 |
Matthew T. Bush, Esq. Latham & Watkins LLP |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act), check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-220981)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory Note
This Post-Effective Amendment No. 1 (this Amendment) relates to the Registrants Registration Statement on Form S-1 (File No. 333-220981), as amended, declared effective on November 7, 2017 by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | Exhibits and financial statement schedules. |
(a) Exhibits.
See Exhibit Index immediately preceding the signature page.
EXHIBIT INDEX
+ | Indicates management contract or compensatory plan |
* | The Registrant has obtained confidential treatment with respect to certain portions of this exhibit |
| Previously filed |
(P) | Paper exhibit |
(1) | Incorporated by reference to the exhibit of the same number filed with the Companys Registration Statement on Form S-3 (No. 33-95812) filed on August 15, 1995. |
(2) | Incorporated by reference to the exhibit of the same number filed with the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. |
(3) | Incorporated by reference to Exhibit 4.2 to the Companys Registration Statement on Form S-8 (No. 333-135266) filed on June 23, 2006. |
(4) | Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on May 25, 2016. |
(5) | Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on June 1, 2017. |
(6) | Incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed on June 1, 2017. |
(7) | Incorporated by reference to Exhibit 10.3 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002. |
(8) | Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. |
(9) | Incorporated by reference to Exhibit 10.58 to the Companys Annual Report on Form 10-K for the year ended December 31, 2009. |
(10) | Incorporated by reference to Exhibit 10.59 to the Companys Annual Report on Form 10-K for the year ended December 31, 2009. |
(11) | Incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed on January 15, 2009. |
(12) | Incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-K for the year ended December 31, 2013. |
(13) | Incorporated by reference to Exhibit 10.8 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014. |
(14) | Incorporated by reference to Exhibit 10.11 to the Companys Annual Report on Form 10-K for the year ended December 31, 2013. |
(15) | Incorporated by reference to Exhibit 10.12 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014. |
(16) | Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2011. |
(17) | Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2011. |
(18) | Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2011. |
(19) | Incorporated by reference to Exhibit 99.4 to the Companys Current Report on Form 8-K filed on January 5, 2012. |
(20) | Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. |
(21) | Incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. |
(22) | Incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. |
(23) | Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. |
(24) | Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. |
(25) | Incorporated by reference to Exhibit 99 to CytRx Corporations Current Report on Form 8-K filed on December 21, 2001. |
(26) | Incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K filed on January 5, 2012. |
(27) | Incorporated by reference to Exhibit 10.27 to the Companys Annual Report on Form 10-K for the year ended December 31, 2001. |
(28) | Incorporated by reference to the Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. |
(29) | Incorporated by reference to the Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. |
(30) | Incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed on October 17, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this post-effective amendment no. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, California, on the 8th day of November, 2017.
Vical Incorporated | ||
By: | /s/ Vijay B. Samant | |
Vijay B. Samant | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
TITLE |
DATE | ||
/s/ Vijay B. Samant |
President, Chief Executive Officer and Director | November 8, 2017 | ||
Vijay B. Samant | (Principal Executive Officer) | |||
/s/ Anthony A. Ramos |
Vice President, Chief Financial Officer | November 8, 2017 | ||
Anthony A. Ramos | (Principal Financial and Accounting Officer) | |||
/s/ R. Gordon Douglas, M.D.* |
Chairman of the Board of Directors | November 8, 2017 | ||
R. Gordon Douglas, M.D. | ||||
/s/ Richard M. Beleson* |
Director | November 8, 2017 | ||
Richard M. Beleson | ||||
/s/ Gary A. Lyons* |
Director | November 8, 2017 | ||
Gary A. Lyons | ||||
/s/ Robert C. Merton, Ph.D.* |
Director | November 8, 2017 | ||
Robert C. Merton, Ph.D. | ||||
/s/ George J. Morrow* |
Director | November 8, 2017 | ||
George J. Morrow | ||||
/s/ Thomas E. Shenk, Ph.D.* |
Director | November 8, 2017 | ||
Thomas E. Shenk, Ph.D. |
* | Pursuant to power of attorney |
By: | /s/ Vijay B. Samant | |
Vijay B. Samant |