SC 13G 1 v368587_sc13g.htm FORM SC 13G

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. ______)*

Vaccinogen, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 

918641101

(CUSIP Number)

 

Intracel Holdings Corporation

c/o Dan Kane

340 N. Westlake Blvd. Suite 260

Westlake Village, CA 91362

Telephone: (805) 497-8900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2013
(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

CUSIP No. 918641101

 

 

1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
  Intracel Holdings Corporation     05-0542144
2. Check the Appropriate Box if a Member of a Group
 

(a) ¨

(b) ¨

3. SEC Use Only
4. Citizenship or Place of Organization  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5. Sole Voting Power 13,324,864
6. Shared Voting Power  
7. Sole Dispositive Power 13,324,864
8. Shared Dispositive Power  
9. Aggregate Amount Beneficially Owned
by Each Reporting Person        13,324,864
 
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11. Percent of Class Represented by Amount in Row (9) 42.2%
12. Type of Reporting Person (See Instructions) CO
                         

 

 
 

 

Item 1(a)Name of Issuer:

 

Vaccinogen, Inc.

 

Item 1(b)Address of Issuer’s Principal Executive Offices:

 

Westview Drive, Suite 406, Frederick, MD 21703

 

Item 2(a)Name of Person Filing:

 

Intracel Holdings Corporation

 

Item 2(b)Address of Principal Business Office or, if none, Residence:

 

The address for the principal business office of Intracel Holdings Corporation is:

 

340 N. Westlake Blvd., Suite 260

Westlake Village, CA 91362

 

Item 2(c)Citizenship:

 

Delaware

 

Item 2(d)Title of Class of Securities:

 

Common Stock, par value $0.0001 per share

 

Item 2(e)CUSIP No.:

 

918641101

 

Item 3If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

The statement is not filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c).

 

 
 

 

Item 4Ownership:

 

(a)Amount beneficially owned: 13,324,864

 

(b)Percent of class: 42.2%

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or direct the vote: 13,324,864 shares

 

(ii)Shared power to vote or direct the vote;

 

(iii)Sole power to dispose of or direct the disposition of: 13,324,864 shares

 

(iv)Shared power to dispose or direct the disposition of:

 

Item 5. Ownership of Five Percent of Less of a Class:

 

Not applicable.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not applicable.

 

Item 8Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9 Notice of Dissolution of Group:

 

Not applicable.

 

Item 10Certifications:

 

Not applicable.

 

 
 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 14, 2014  
   
  Intracel Holdings Corp.  
   
  By: /s/ Daniel Kane
  Daniel Kane, Chairman