VICL Vical Inc

Item 1.01 Entry into a Material Definitive Agreement.  

On August 1, 2016, Vical Incorporated (“Vical”) entered into a Stock Purchase Agreement (the  “Stock Purchase Agreement”) with AnGes MG Inc. (“AnGes”), pursuant to which AnGes purchased 1,841,420 shares of Vical’s common stock at a per share price of $4.2448.

The shares were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act, as a transaction to an accredited investor not involving a public offering.  AnGes represented to Vical that it intended to acquire the securities for investment only and not with a view to the resale or distribution of the securities.  

Under the Stock Purchase Agreement, Vical has also granted AnGes limited rights to require Vical to register the shares of common stock for resale under the Securities Act.  AnGes has also agreed to certain transfer restrictions with respect to the shares of common stock sold under the Stock Purchase Agreement and has further agreed to certain standstill provisions whereby, subject to certain exceptions, AnGes is obligated to refrain from taking certain actions with respect to Vical’s common stock, including acquiring more than 19.9% of Vical’s outstanding shares.  AnGes is entitled to have a representative attend meetings of Vical’s Board of Directors in a non-voting capacity, and may under certain conditions be entitled to have a representative appointed to Vical’s Board of Directors in the future. AnGes also agreed to vote its shares in accordance with the recommendations of Vical’s Board of Directors for so long as it continues to hold a specified percentage of Vical’s outstanding common stock.

A copy of the press release Vical issued with respect to the execution of the Stock Purchase Agreement is furnished with this current report as Exhibit 99.1.