This Amendment No. 1 (this Amendment) to the definitive proxy statement (as amended or
supplemented from time to time, the Proxy Statement) previously filed by Vical Incorporated, a Delaware corporation (the Company or Vical), with the Securities and Exchange Commission (the SEC) on
July 12, 2019, relating to the Agreement and Plan of Merger, dated as of June 2, 2019, by and among the Company, Brickell Biotech, Inc., a Delaware corporation (Brickell), and Victory Subsidiary, Inc., a Delaware corporation
and wholly owned subsidiary of the Company (Merger Sub), pursuant to which Merger Sub will merge with and into Brickell, with Brickell surviving as a wholly owned subsidiary of the Company.
Except as otherwise set forth below, the information set forth in the Proxy Statement remains unchanged and is incorporated by reference as relevant to this
Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Proxy Statement.
The section entitled
The Merger
is hereby amended and supplemented with the addition of the following new section at the bottom of page 94 of the Proxy Statement:
Litigation Related To Merger.
Between July 30 and August 2, 2019, two putative lawsuits (captioned
Calice v. Vical Incorporated, et al.
, No.
19-cv-1437
(S.D. Cal. filed July 30, 2019) and
Sabatini v. Vical Incorporated, et al.
, No.
19-tc-277
(D. Del. filed August 2, 2019)) were filed in federal court against Vical and the Vical board of directors related to the Merger. The lawsuits assert
violations of Section 14(a) of the Securities Exchange Act of 1934 (the Exchange Act) and Rule
14a-9
promulgated thereunder against all defendants, and assert violations of Section 20(a)
of the Exchange Act against the individual defendants. The plaintiffs contend that Vicals Definitive Proxy Statement on Schedule 14A, filed on July 12, 2019, omitted or misrepresented material information regarding the Merger. The
complaints seek injunctive relief, rescission, or rescissory damages and an award of plaintiffs costs, including attorneys fees and expenses.
Important Additional Information
In connection with the
proposed transaction between Vical and Brickell, Vical has filed with the SEC the Proxy Statement, as well as other relevant documents concerning the proposed transaction. This communication is not a substitute for the Proxy Statement or for any
other document that the Company may file with the SEC and send to its stockholders in connection with the proposed transaction. The proposed transaction will be submitted to Vicals stockholders for their consideration. Before making any voting
decision, stockholders of Vical are urged to read the Proxy Statement, which is available at the SECs website (http://www.sec.gov), and any other relevant documents filed with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information about the proposed transaction.
Stockholders of Vical will be able to obtain a free copy of
the Proxy Statement, as well as other filings containing information about Brickell and Vical, without charge, at the SECs website (http://www.sec.gov). Copies of the Proxy Statement and the filings with the SEC that are incorporated by
reference therein can also be obtained, without charge, by directing a request to Vical Incorporated, 10390 Pacific Center Court, San Diego, CA 92121-4340, Attention: Vijay B. Samant; telephone:
(858) 646-1100, or
from Vicals website, www.vical.com.