According to the Complaint, Vical is a company historically focused on research and development of biopharmaceutical products for prevention and treatment of chronic or life-threatening infectious diseases, including antiviral and antifungal candidates in clinical development.

This action stems from a proposed transaction announced on June 3, 2019, pursuant to which Vical Incorporated will merge with Brickell Biotech, Inc.

On June 2, 2019, Vical’s Board of Directors caused Vical to enter into an agreement and plan of merger with Brickell. Following the consummation of the Proposed Transaction, Brickell’s stockholders will own approximately 60% of the combined company, and Vical’s stockholders will own approximately 40% of the combined company.

On July 12, 2019, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction, which scheduled a stockholder vote on the Proposed Transaction for August 30, 2019. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.