10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File No.: 000-54997

Vaccinogen, INC.

(Exact name of registrant as specified in its charter)

Maryland	14-1997223
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5300 Westview Drive, Suite 406 Frederick, Maryland 21703 (Address of principal executive offices)

Issuer’s telephone number: (301) 668-8400

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x  

As of November 13, 2013, 31,430,352 shares of our common stock were outstanding.

EXPLANATORY NOTE

The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 is to furnish Exhibit 101 to the Form 10-Q which contains XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part 1, Item 1 of the Form 10Q. s permitted by Rule 405(a)(2)(ii) of Regulations S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.

No other changes have been made to the Form 10-Q and the Form 10-Q has not been updated to reflect events subsequent to the original filing date.

PART II: OTHER INFORMATION

ITEM 6 – EXHIBITS

Exhibit Number
31.1	Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*
31.2	Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*
32.1	Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Schema Linkbase Document**
101.CAL	XBRL Taxonomy Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Definition Linkbase Document**
101.LAB	XBRL Taxonomy Labels Linkbase Document**
101.PRE	XBRL Taxonomy Presentation Linkbase Document**

*Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report for the period ended September 30, 2013.

**Furnished with this Amendment No. 1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		VACCINOGEN, INC.
Dated:	December  9, 2013	By:	/s/ Michael G. Hanna, Jr., Ph.D.
			Michael G. Hanna, Jr., Ph.D.
			Chairman and Chief Executive Officer (Principal Executive Officer)
Dated:	December  9, 2013	By:	/s/ Andrew Tussing
			Andrew Tussing
			President, Chief Operating Officer and acting Chief Financial Officer (Principal Financial Officer)

XML

Redeemable Preferred Stock and Stockholders’ Equity

9 Months Ended

Sep. 30, 2013

Redeemable Preferred Stock and Stockholders’ Equity [Abstract]

Redeemable Preferred Stock and Stockholder Equity [Text Block]

10. Redeemable Preferred Stock and Stockholders’ Equity

As of January 1, 2011, the aggregate number of shares which the Company was authorized to issue was 75,000,000 shares of common stock with par value of $.0001 per share and 50,000,000 shares of preferred stock. The Company designated 15,000,000 shares of preferred stock as Series AA Convertible Redeemable Preferred Stock with a par value of $.0001 per share (“Series AA”) and 35,000,000 shares of preferred stock as Series B Convertible Redeemable Preferred Stock with a par value of $.0001 per share (“Series B”).

In August 2012, the Company amended and restated its Certificate of Incorporation to increase the number of shares authorized for issuance to 200,000,000 shares of common stock with a par value $.0001 and 50,000,000 shares of preferred stock with a par value of $.0001 per share.

Common Stock

On August 1, 2012, the Company issued 1,507,666 shares of common stock to the holders of the Series AA preferred stock in consideration for the conversion of all outstanding shares of Series AA preferred stock.

On August 1, 2012, the Company issued 16,656,082 shares of common stock to the former holders of our Series B Preferred Stock in consideration for the conversion of all outstanding shares of Series B preferred stock.

In August 2012, the Company issued 236,364 shares of common stock to Kodiak in exchange for their commitment to enter into the equity financing agreements described in Note 5 to these unaudited condensed consolidated financial statements. The Company estimated the fair value of the common stock issued to be approximately $1.3 million and has recorded that value as a deferred cost. These costs will be offset against the anticipated proceeds of the equity financing agreements with Kodiak. The carrying value associated with these shares of common stock is included in long-term prepaid expenses in the accompanying unaudited condensed consolidated balance sheet as of September 30, 2013 and December 31, 2012. The amount will be written off if no proceeds are received or it is determined that financing will not be probable.

From October 2012 through December 2012, the Company raised additional capital totaling approximately $920,002 through the issuance of 167,273 shares of common stock (Round C Stock) and common stock warrants (Round C Warrants) to purchase 50,181 shares of common stock. The Company allocated $725,757 of the total proceeds to the common stock and $194,245 of the total proceeds to the common stock warrants.

In addition, in December of 2012, the Company satisfied a payable to a board member of the Company in the amount of $169,729 by issuing 30,860 shares of Round C Stock and Round C Warrants exercisable into 9,258 shares of common stock. The Company allocated $133,624 to the common stock and $36,105 of the total proceeds to the common stock warrants.

From January 1, 2013 through September 30, 2013, the Company raised additional capital totaling approximately $3.2 million (net of issuance costs) from the issuance of 587,979 shares of Round C Stock and additional Round C Warrants to purchase 176,392 shares of common stock. The Company allocated approximately $2.6 million of the total 2013 proceeds to the common stock and approximately $628,000 of the total proceeds to the common stock warrants.

In May 2013, the Company issued 152,359 shares of common stock to certain holders of the 2012 Bridge Loan that had elected to convert their rights to receive cash into common stock of the Company. The Company also issued additional Round C Warrants exercisable into 136,304 shares of common stock of the Company, with an exercise price of $6.05 per share.

The Round C Warrants described above are derivative financial instruments. The terms and conditions of the Round C Warrants are described in Note 3 to the consolidated financial statements.

Series AA Preferred Stock

In 2010, the Company created a class of preferred stock known as Series AA preferred stock and authorized 15,000,000 shares for issuance as Series AA preferred stock. All shares of Series AA were issued with an original purchase price of $9.0797 per share (“Series AA Original Issuance Price”). As noted above, all shares of Series AA were converted into common stock of the Company in 2012.

Dividends - Dividends on Series AA were cumulative and accrue at a rate of 7% of the Series AA Original Issuance Price, payable in cash or through the issuance of additional shares of Series AA when and if declared. If paid in stock, the shares to be issued are calculated by dividing the accrued dividend amount by the Series AA Original Issuance Price.

Conversion - Each share of Series AA was convertible at any time at the option of the holder or automatically upon a qualified public offering. The conversion ratio was one to one, subject to adjustment for specific dilutive events. In addition, the conversion ratio would be adjusted in the event the Company issues additional Series B shares, under the Mandatory Series B issuance described below, such that the Series AA in the aggregate could convert shares of Series AA into the same percentage of the outstanding common stock, on a fully-diluted and as-converted basis, as such holders of Series AA were entitled to convert immediately prior to the issuance of the Mandatory Series B Issuance. The conversion feature was determined to be clearly and closely related to the Series AA as that term is defined under Topic 815 and, as a result, is not required to be accounted for as a free standing derivative financial instrument. Management has also determined that the conversion feature does not represent a beneficial conversion feature as defined in ASC Topic 740-20, Debt, Beneficial Conversion (“Topic 470-20”).

Voting and Board Representation - The holders of Series AA generally were entitled to vote, together with the holders of Series B and common stock. Each preferred stockholder was entitled to the number of votes equal the number of shares of common stock into which each share of Series A were convertible at the time of such vote. The holders of Series AA were entitled to elect one member to the board of directors of the Company.

Redemption – Prior to the conversion into common stock in 2012, the Series AA were subject to redemption at the option of the holder beginning February 5, 2015 for the Series AA Original Issuance price plus accrued and unpaid dividends.

Liquidation Preference - The holders of Series AA had liquidation preference over the holders of Series B and Common Stock. In the event of liquidation, holders of Series AA would be entitled to receive, prior to any distributions to the holders of Series B or common stock, an amount per share equal to the greater of (i) the Series AA Original Issuance Price plus accrued and unpaid dividends or (ii) such amount per share payable had the shares of Series AA been converted into common stock prior to liquidation.

From January 13, 2011 to October 24, 2011, the Company issued 123,015 shares of Series AA Preferred Stock to 15 third party investors in a private offering at a price of $9.0797 per share resulting in net proceeds of approximately $1.1 million after approximately $14,000 in related stock issuance costs.

The activity related to Series AA Preferred Stock for the nine months ended through September 30, 2012 is as follows:

	Series AA Preferred Stock
	Shares		Amount
Balance, December 31, 2011		913,361	$	8,993,418
Accretion on preferred stock				365,770
Conversion to common stock		(913,361)		(9,359,188)
Balance, September 30, 2012		-	$	-

Series B Preferred Stock

In 2010, the Company created a class of preferred stock known as Series B preferred stock and authorized 35,000,000 shares for issuance as Series B Preferred Stock. All shares of Series B were issued pursuant to a Stock Exchange Agreement entered into concurrently with the June 2010 Asset Transfer Agreement with Intracel. As noted above, all shares of Series B were converted into common stock in 2012.

Dividends - Dividends on Series B were cumulative and accrue at a rate of 7% of $9.0797 per share, payable in cash or through the issuance of additional shares of Series B when and if declared. If paid in stock, the shares to be issued were calculated by dividing the accrued dividend amount by $9.0797.

Conversion - Each share of Series B was convertible at any time at the option of the holder or automatically upon a qualified public offering at a conversion ratio of one to one, subject to adjustment for specific dilutive events. The conversion feature was determined to be clearly and closely related to the Series B as that term is defined by Topic 815 and, as a result, is not required to be accounted for as a free standing derivative financial instrument. Management has also determined that the conversion feature does not represent a beneficial conversion feature as defined in Topic 470-20.

Issuance of Additional Series B - The holders of Series B had the right to receive additional shares of Series B in an amount necessary to cause the holders of Series B holders to maintain their equity ownership of the Company on a fully-diluted and as-converted following any anti-dilutive event. These anti-dilution rights are further explained below.

Voting and Board Representation - The holders of Series B generally were entitled to vote, together with the holders of Series B and common stock. Each preferred stockholder was entitled to the number of votes equal the number of shares of Common Stock into which each share of Series B were convertible at the time of such vote. The holders of Series B were entitled to elect 20% of the members to the board of directors of the Company, but not less than one member.

Redemption - Prior to conversion into common stock in 2012, the Series B were subject to redemption at the option of the holder beginning February 5, 2015 for the $9.0797 per share plus accrued and unpaid dividends.

Liquidation Preference - The holders of Series B had liquidation preference over the holders of common stock. In the event of liquidation, holders of Series B would be entitled to receive, after payment of the Series A liquidation preference but prior to any distributions to the holders of Common Stock, an amount per share equal to the greater of (i) the Series AA Original Issuance Price plus accrued and unpaid dividends or (ii) such amount per share payable had the shares of Series B been converted into common prior to liquidation.

Anti-dilution Rights - As discussed in Note 4 to these unaudited condensed consolidated financial statements the Series B preferred stock issued to Intracel in 2010 requires the Company to maintain Intracel’s ownership interest in the Company at not less than 50% of the total outstanding equity ownership of the Company on a fully-diluted and as-converted basis. Pursuant to these provisions, rights to additional shares of Series B preferred stock in the amount of 1,972,919 shares in 2010, 233,620 shares in 2011; and 24,166 shares in 2012 accumulated in those periods, respectively. During 2012, all outstanding shares of Series B were converted to common shares. The conversion ratio was adjusted as a result of these provisions increasing the number of common shares issued by 2,230,705 shares. These anti-dilution rights expired upon conversion of the Series B preferred stock to common stock in 2012. The anti-dilution rights afforded to holders of the Series B were determined to be clearly and closely related to the Series B as that term is defined in Topic 815 and as a result these rights are not required to be accounted for as a free standing derivative financial instrument.

The subscription agreement for the Company’s most recent financing through the issuance of common stock (“Round C”) provides a form of anti-dilution protection to subscribers. Pursuant to the subscription agreement, if the market price of the Company’s common stock on the effective date of the Company’s initial public offering (“IPO Price”) is less than $5.50 per share, then the Company will issue to each subscriber additional shares of common stock. The number of shares issued would equal the difference between a) the number of shares that would have been issued if the price per unit was equal to the greater of the IPO Price or $5.00 and b) the number of shares originally issued to the subscriber. The anti-dilution rights are determined to be clearly and closely related to the Round C common stock as that term is defined in Topic 815 and as a result these rights are not required to be accounted for as a free standing derivative financial instrument.

The activity related to Series B Preferred Stock for the nine months ended September 30, 2012 is as follows:

	Series B Preferred Stock
	Shares		Amount
Balance, December 31, 2011		14,425,377	$	110,135,123
Accretion on preferred stock		-		16,103,077
Conversion to common stock		(14,425,377)		(126,238,200)
Balance, September 30, 2012		-	$	-

XML

Stock-Based Compensation (Details Textual) (USD $)	1 Months Ended	3 Months Ended	9 Months Ended		1 Months Ended		1 Months Ended	9 Months Ended	1 Months Ended	9 Months Ended	1 Months Ended	9 Months Ended				12 Months Ended		28 Months Ended	1 Months Ended	12 Months Ended
	Jun. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012	Oct. 23, 2012 Employee Stock Option [Member]	Jun. 07, 2013 Employee Stock Option [Member]	Jul. 17, 2012 Vaccinogen [Member]	Sep. 30, 2013 Warrant [Member]	Jun. 30, 2013 Employee [Member]	Sep. 30, 2013 Employee [Member]	Jun. 30, 2013 Non Employee [Member]	Sep. 30, 2013 Non Employee [Member]	Sep. 30, 2013 Maximum [Member] Warrant [Member]	Sep. 30, 2013 Minimum [Member] Warrant [Member]	Sep. 30, 2013 Restricted Stock [Member]	Dec. 31, 2010 Restricted Stock [Member]	Dec. 31, 2007 Restricted Stock [Member]	Dec. 31, 2012 Restricted Stock [Member]	Dec. 31, 2010 Restricted Stock [Member] Officer [Member]	Dec. 31, 2012 Restricted Stock [Member] Maximum [Member]	Dec. 31, 2012 Restricted Stock [Member] Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross							200,000		90,000		17,000					1,100,000	180,000	119,734	462,500
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period										3 years 8 months 12 days		3 years 8 months 12 days								5 years	4 years
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total										$ 211,282		$ 71,718			$ 410,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition										9 years 8 months 12 days		9 years 8 months 12 days			8 years
Bonafide Equity Capital																			35,000,000
Issuance of Stock and Warrants for Services or Claims								785,575
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 7												$ 5.50	$ 1.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term													7 years 6 months	2 years 6 months
Stock Options Granted To Purachse Common Stcok shares					20,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price						$ 7.00				$ 7.00		$ 7.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	10 years
Percenatge Of Number Of Shares Vested Per Year	25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value										$ 3.82		$ 4.58
Share-based Compensation, Total		$ 17,360	$ 24,108	$ 0
Share Based Compensation Arrangement By Share Based Payment Award Non vested Options Outstanding Number															119,734
Percentage Of Forfeiture Rate			0.00%

XML

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues	$ 0	$ 0	$ 0	$ 0
Operating Expenses:
Research and Development	2,145,358	2,040,196	6,335,026	5,991,088
General and administrative expenses	728,357	933,986	8,701,048	2,092,134
Total Operating Expenses	2,873,715	2,974,182	15,036,074	8,083,222
Loss From Operations	(2,873,715)	(2,974,182)	(15,036,074)	(8,083,222)
(Loss) Gain on Financial Instruments	(361,903)	(1,091,520)	(1,585,099)	(1,160,726)
Interest Expense and Other Expenses	(371,475)	(68,054)	(508,495)	(244,445)
Net Loss	(3,607,093)	(4,133,756)	(17,129,668)	(9,488,393)
Less: Accretion of preferred stock	0	(2,422,512)	0	(16,468,847)
Net loss available to common stockholders	$ (3,607,093)	$ (6,556,268)	$ (17,129,668)	$ (25,957,240)
Basic and diluted weighted average shares outstanding (in shares)	31,275,037	24,003,528	30,974,242	16,047,036
Basic and diluted loss per common share (in dollars per share)	$ (0.12)	$ (0.27)	$ (0.55)	$ (1.62)

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012, respectively include the accounts of Vaccinogen, Inc. and its wholly owned subsidiary and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, omit or condense certain disclosures and other information required under generally accepted accounting principles in the United States of America (“US GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2012 as filed with the SEC Form S-1 Registration Statement, effective October 31, 2013..

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all the adjustments and reclassifications necessary for a fair presentation for the periods presented in accordance with US GAAP. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year.

Principles of Consolidation

The unaudited condensed consolidated financial statements include accounts of Vaccinogen and its wholly owned subsidiary, Vaccinogen BV (a company incorporated in the Netherlands). All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in its financial statements. On an ongoing basis, the Company evaluates the estimates used in recording common stock warrant related liabilities, derivative financial instruments, stock based compensation, and where applicable, the fair value of assets. The Company may base such estimates on various assumptions which it believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid securities with a maturity of three months or less at acquisition to be cash equivalents. Cash and cash equivalents include demand deposits with financial institutions and at times the amounts may exceed federally insured deposit limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk related to demand deposits.

Restricted Cash

Restricted cash represents monies pledged by the Company’s foreign subsidiary for a lease obligation related to the manufacturing facility and to the Dutch government as required for companies with irradiator equipment.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-credit-quality financial institutions in the United States.

Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The temporary federal program in effect from December 31, 2010 through December 31, 2012 that fully insured all non-interest bearing cash balances expired on December 31, 2012. Beginning 2013, insurance coverage will revert to $250,000 per depositor at each financial institution, and noninterest bearing cash balances may again exceed federally insured limits.

Inventory

Inventory is reported at the lower of cost or market value. The Company analyzes its inventory and writes down inventory that has become obsolete, or has a cost basis in excess of its expected net realizable value and inventory quantities in excess of expected requirements. Inventory primarily consists of a product used in creating vaccines using the OncoVAX® technology platform and is expensed as Research & Development as utilized.

Property and Equipment

Property and equipment are recorded at cost and are depreciated or amortized over their estimated useful lives using the straight-line method. Estimated useful lives are as follows:

Machinery and equipment	3 – 5 years
Automobile	3 – 5 years
Furniture and fixtures	3 years
Computers and software	3 years

Maintenance and repairs are charged to expense as incurred. Major betterments and improvements, which extend the useful life of the underlying assets, are capitalized and depreciated over the remaining useful life.

Intangible Assets

Intangible assets consist primarily of the cost of the acquired patent associated with OncoVAX® to be used in research and development and the commercialization of cancer related vaccines. The Company has capitalized the cost of OncoVAX® because the Company has identified alternative future research and development efforts for numerous forms of cancer which it intends to pursue and which management believes will result in commercialization of related vaccines. Acquired patents are carried at cost less accumulated amortization. Amortization is calculated on a straight-line basis over the estimated useful economic life of the patent, which is 15 years for OncoVAX®.

Impairment of Long-Lived Assets

Long-lived assets, including identifiable intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company has determined that no impairment has occurred as of September 30, 2013.

Foreign Currency Translation

The financial statements of foreign subsidiaries are maintained in their functional currency, which generally is the local currency. The assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. Revenues, expenses and cash flows of these operations are translated using average exchange rates during the reporting period which they occur. The resulting translation adjustments are reflected in other comprehensive loss. As of September 30, 2013, the assets and net deficit of Vaccinogen BV, excluding intercompany balances, were approximately $171,000 and $73,000, respectively. As of December 31, 2012, the net assets and net deficit of Vaccinogen BV, excluding intercompany balances, were approximately $177,000 and $204,000, respectively. Vaccinogen BV recorded losses of approximately $421,000 and $412,000 for the three months ended September 30, 2013 and 2012, respectively and approximately $1,195,000 and $943,000 for the nine months ended September 30, 2013 and 2012, respectively.

Revenue Recognition

To date, the Company has not earned any revenues as the use of OncoVAX® to create cancer related vaccines is still undergoing clinical trials and has not received regulatory approval for commercialization and sale.

Research and Development Expense

Research and development costs are expensed as incurred. Research and development expenses primarily include the amortization of intangible assets, cost of conducting clinical trials, compensation and related overhead for employees, consultants, facilities costs and the cost of materials purchased for research and development.

Stock-Based Compensation

The Company measures the cost of employee services received in exchange for stock options or restricted stock awards based upon the fair value of the award on the date of the grant. The Company recognizes the estimated grant date fair value of the award as stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period.

The Company initially measures the cost of awards granted to non-employees based on the fair value of the award on the date of grant however such cost is re-measured at the end of each reporting period until performance is fully satisfied or services are rendered by the non-employee.

The fair value of stock options granted is calculated using the Black-Scholes option-pricing model, which requires the use of subjective assumptions including volatility, expected term, risk-free rate, and the fair value of the underlying common stock. The fair value of non-vested stock awards is determined based upon the estimated fair value of the Company's common stock.

Income Taxes

Deferred income tax assets and liabilities are determined based on differences between the financial statements and tax basis of assets and liabilities, as measured using the enacted tax rates, which are expected to be in effect when the differences reverse.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The tax effects of uncertain tax positions are recognized in the financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that had greater than 50% likelihood of being realized. Management has not identified any uncertain tax positions with the exception of income tax return filing penalties and accordingly has established a liability under Accounting Standards Codification (“ASC”) Topic 740-10 (“FIN 48”). It is the Company’s accounting policy to account for Topic 740-10 related penalties and interest in other liabilities/expenses and not include it in the income tax provision of consolidated statement of operations. The Company has identified its U.S. Federal income tax return and its state return in Maryland as its major tax jurisdictions. Tax returns for fiscal years 2007 and forward are still open for examination.

Financial Instruments

Stock Awards Accounted for as Liabilities

Abell Warrants

In October 2011, the Company entered into a borrowing arrangement with The Abell Foundation (“Abell”). In connection with that arrangement, the Company also issued warrants (the “Abell Warrants”) exercisable into common stock of the Company. In February 2012, the Company and Abell amended the agreement to provide for additional borrowings (the “Abell Loan”). In January 2013, the maturity of the Abell Loan was extended to March 31, 2013. In April 2013, the borrowing arrangement was further amended to extend the maturity date to May 31, 2013. On May 31, 2013, the borrowing arrangement was amended to extend the maturity date to July 31, 2013. During September 2013 the borrowing arrangement was amended effective July 31, 2013 to extend the maturity date to December 31, 2013. In connection to our promissory note issued to The Abell Foundation, we granted The Abell Foundation a security interest in our patents related to OncoVAX®.   

The number of shares issuable pursuant to the Abell Warrants was originally determined based upon a fixed amount of $500,000 divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing (defined as a round that raised at least $20 million). In connection with February 2012 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $800,000. In connection with the January 2013 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $1.1 million and the total proceeds of the next qualifying round of venture capital financing was increased to $35 million. There were no amendments to the Abell Warrants in connection with the April 2013 and May 2013 modifications to the Abell Loan. The Abell Warrants have a contractual term of 10 years and were fully vested upon issuance.

The Abell Warrants represent a fixed obligation that is to be settled through the issuance of a variable number of shares of the Company’s common stock. Consistent with the provisions of ASC Topic 480, Distinguishing Liabilities from Equity, the Company has concluded that the Abell Warrants should be accounted for as a liability. The Company is required to record the Abell Warrants at their estimated fair value at the end of each reporting period, with changes in the estimated fair value recorded in the unaudited condensed consolidated statements of operations as a component of (Loss) Gain on Financial Instruments.

As of September 30, 2013 and December 31, 2012, the estimated fair value of the Abell Warrants was $1,158,655 and $831,806, respectively. The Company recorded a (loss)/gain of $(66,633) and $(550,448) representing the change in the fair value of the Abell Warrants for the three months ended September 30, 2013 and 2012, respectively. The Company recorded a (loss)/gain of $51,036 and $(619,654) representing the change in the fair value of the Abell Warrants for the nine months ended September 30, 2013 and 2012, respectively.

Included in the change in the carrying value of the liability at September 30, 2013 is $275,813 representing the grant date fair value of the amended number of shares issuable in connection with the Abell Warrants pursuant to the January 2013 amendments to the Abell Loan. This amount has been included in the determination of the loss resulting from the deemed extinguishment of the Abell Loan triggered by the January 2013 amendments. The loss from the deemed extinguishment of the Abell Loan has been included as a component of (Loss) Gain on Financial Instruments in the accompanying unaudited condensed consolidated statement of operations.

Effective July 31, 2013, the Company and the Abell agreed to amend the Abell Note (the “July Amendment”). In connection with the July Amendment, the Company and Abell also amended the terms and conditions of the Warrant. In addition to the continuation of the “fixed for variable” feature, if the Company has not repaid the outstanding debt in full by specified dates between July 31, 2013 and December 31, 2013, the Company will be required to issue additional warrants for incremental shares (“Contingent Warrants”). More specifically, if the debt remains outstanding as of August 31, September 30, October 31, November 30, or December 31, the Warrant will be exercisable into the number of shares as described above plus an additional 20,000, 40,000, 60,000, 80,000 and 100,000 respectively. It is understood that the exercise price related to the Contingent Warrants will be the same as that for those warrants subject to the Fixed for Variable provisions – that is it will depend upon a value equal to 85% of the lowest price paid a qualified future raise of equity capital.

The Contingent Warrants provide for the issuance of a fixed number of shares that are known at inception. The Contingent Share warrants are not considered a derivative as they are considered indexed to the Company’s own stock as defined by ASC 815-40. As a result, the value assigned to the Contingent Shares warrants has been classified within stockholders’ equity. The outstanding debt was not repaid in full by either August 31, 2013 or September 30,2013 and 20,000 and 40,000 warrants were issued to Abell. The warrants were valued using the Black-Scholes method, and for the three months ending September 30, 2013 approximately $314,000 was included in interest expense.

Abell Investment Option

On January 16, 2013, the Company entered into an investment agreement with Abell under which Abell was granted an option to acquire up to $5.0 million of common stock of the Company (the “Abell Option”). The number of shares to be issued will be based on the lowest price paid by any purchaser of shares in a subsequent round of equity financing meeting certain conditions defined in the agreement. Abell cannot exercise its rights to purchase any stock unless the Company has received $25.0 million dollars pursuant to the equity lines with Kodiak described in Note 5 and an additional $10.0 million from investors other than Kodiak. The term of the agreement and Abell’s right to exercise is perpetual.

The Abell Option represents a fixed obligation that is to be settled through the issuance of a variable number of shares of the Company’s common stock. Consistent with the provisions of ASC Topic 480, the Company has concluded that the Abell Option should be accounted for as a liability and should be recorded as the conditions necessary to trigger the holders rights to exercise are considered by management to be probable of occurring as of September 30, 2013. The Company is required to record the Abell Option at its estimated fair value at the end of each reporting period. The Company recorded the grant date fair value as a component of general and administrative expenses. Changes in the estimated fair value of the Abell Option will be recorded in the unaudited condensed consolidated statements of operations as a component of (Loss) Gain on Financial Instruments.

As of September 30, 2013, the estimated value of the Abell Option is $6,761,366, which the Company has recorded as a liability. The Company has classified the carrying value of the Abell Option in Financial instruments in the accompanying unaudited condensed consolidated balance sheet. The Company has recorded a loss of $227,273 and $806,821 for the three and nine months ended September 30, 2013, representing the change in the fair value of the Abell Option. The initial value assigned to the Abell Option of $5,954,545 was recorded as a component of General & Administrative expense for the three months ended March 31, 2013.

Derivative Financial Instruments

The Company may enter into transactions that represent free-standing or embedded derivative financial instruments as those terms are defined in ASC Topic 815 Derivatives and Hedging (“Topic 815”). The Company records the estimated fair value of derivative financial instruments in its consolidated balance sheets and records changes in the estimated fair value of derivative financial instruments as income or expense in its consolidated statements of operations.

Round C Warrants

From October 2012 through December 2012, and then again from January 2013 through September 2013, the Company issued warrants to certain investors in the common stock of the Company (the “Round C Warrants”). Round C Warrants to acquire 59,439 shares of common stock were issued in 2012 and Round C Warrants to acquire 222,096 shares of common stock were issued for the nine months ended September 30, 2013. The Round C Warrants have an exercise price of $6.05, a contractual term of 5 years and were fully vested upon issuance.

The terms of the Round C Warrants provide for "down-round" anti-dilution adjustments in certain situations whereby the Company sells or issues (a) stock at a price per share less than the exercise price of the Round C Warrants or (b) equity linked financial instruments with an exercise price less than the exercise price of the Round C Warrants. Consistent with the provisions of ASC Topic 815-40, the Round C Warrants are classified as derivative financial instruments. The Company is required to record the estimated fair value of derivative financial instruments at the end of each reporting period, with changes in the estimated fair value of such derivatives recorded in the consolidated statements of operations as a component of (Loss) Gain on Financial Instruments.

As of September 30, 2013 and December 31, 2012, the estimated fair value of the liability associated with the Round C Warrants was $1,084,867 and $230,349, respectively, and is included in Financial Instrument instruments in the accompanying unaudited condensed consolidated balance sheets. The Company has recorded a (loss)/gain of $(67,997) and $(61,929) representing the change in the fair value of the Round C Warrants for the three and nine months ended September 30, 2013, respectively.

2012 Bridge Loan

Between April 2012 and October 2012, the Company entered into transactions with various investors which resulted in the Company raising $1,019,000 from the issuance of unsecured notes payable (collectively the “Bridge Loan”). The Bridge Loan has no contractual maturity date, and is repayable only in the event that the Company closes on a future round of equity financing which results in gross proceeds of at least $20 million. If the Company fails to raise sufficient additional capital, there is no obligation to pay interest or repay any amount borrowed under the Bridge Loan. Should the Company be successful in raising sufficient equity capital, the Company must repay an amount to the investors equal to 2 times the amount originally raised.

The Company has classified the Bridge Loan as a derivative financial instrument, as it meets three qualifying criteria of ASC Topic 815 Derivatives and Hedging (“Topic 815”) including the contractual terms whereby the Company can be required to settle its obligation under the Bridge Loan by transferring cash to investors if and only when sufficient additional capital is raised. As of September 30, 2013, and December 31, 2012, the estimated fair value of the liability associated with the Bridge Loan was $1,080,000 and $1,528,500 respectively, which has been recorded and included in Financial Instruments in the accompanying unaudited condensed consolidated balance sheets.

The change in the carrying value of the Bridge Loan includes a reduction of $838,000 representing the carrying value of the liability, as referenced in Note 9, related to those investors on the date of conversion. In April 2013, the board of directors authorized the Company to offer the investors in the 2012 Bridge Loan, the option to convert the amount otherwise due and payable to them in the event of a successful qualified offering, or $2,038,000, into common stock of the Company, at a per share price equal to that provided in the Round C common stock offering, or $5.50 per share plus 30% warrant coverage. The investors in the Bridge Loan were given until the earlier of May 3, 2013 or the close of the C round.  In order to accommodate all Bridge Loan holders, the total dollar value of common stock issuable in the Round C offering was increased from $11 million to $13 million.

In May 2013, certain investors in the Bridge Loan elected to convert their rights to receive cash under the Bridge Loan into shares of common stock and common stock warrants. The accounts for these investors were increased to 2 times the amount originally invested creating a loss on financial instruments as of June 30, 2013 of $83,800. As a result, the Company issued 152,359 shares of common stock to certain holders of the Bridge Loan that had elected to convert their rights into common stock of the Company. The Company also issued additional Round C Warrants exercisable into 45,705 shares of common stock of the Company, with an exercise price of $6.05 per share.

The Company has recorded a loss of $0 and $389,500 representing the change in the carrying value of the Bridge Loan for the three and nine months ended September 30, 2013, respectively. This loss has been classified in (Loss) Gain on Financial Instruments in the accompanying unaudited condensed consolidated statements of operations.

Net Loss Per Share

Basic loss per share is determined by dividing loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company's outstanding stock warrants, unvested restricted stock and the if-converted method is used to determine the dilutive effect of convertible preferred stock and convertible debt. The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Series AA preferred stock		-		508,018		-		1,220,492
Series B preferred stock		-		5,612,375		-		13,483,495
Convertible debt		85,470		143,885		85,763		143,885
Restricted stock awards		197,465		191,639		197,465		191,639
Warrants		632,658		500,505		627,517		501,849
Stock options		-		-		-		-
Abell Option		281,633		-		278,731		-

XML

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Schedule of Property Plant and Equipment Estimated Useful Life [Table Text Block]

Property and equipment are recorded at cost and are depreciated or amortized over their estimated useful lives using the straight-line method. Estimated useful lives are as follows:

Machinery and equipment	3 – 5 years
Automobile	3 – 5 years
Furniture and fixtures	3 years
Computers and software	3 years

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Series AA preferred stock		-		508,018		-		1,220,492
Series B preferred stock		-		5,612,375		-		13,483,495
Convertible debt		85,470		143,885		85,763		143,885
Restricted stock awards		197,465		191,639		197,465		191,639
Warrants		632,658		500,505		627,517		501,849
Stock options		-		-		-		-
Abell Option		281,633		-		278,731		-

XML

Supplemental Disclosure of Cash Flow Information (Details Textual) (USD $)	3 Months Ended		9 Months Ended			1 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	May 31, 2013 Round C Warrants [Member]	May 31, 2013 Bridge Loan 2012 [Member]
Interest Paid, Total	$ 33,117	$ 0	$ 267,331	$ 2,785
Debt Conversion, Converted Instrument, Shares Issued						152,359
Convertible Debt						$ 838,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					45,705
Class of Warrant or Right, Exercise Price of Warrants or Rights					6.05

XML

Stock-Based Compensation

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

11. Stock-Based Compensation

Restricted Stock

The Company from time to time has issued shares of restricted common shares to employees.  From August 2010 through December 31, 2012, the Company issued 119,734 shares of restricted common stock to employees whose vesting is contingent upon a successful initial public stock offering. In 2007 and 2010 the Company issued 180,000 and 1.1 million shares, respectively of restricted common stock to employees whose vesting is dependent upon future employment. Those shares generally vest over periods of 4 to 5 years.

The Company records compensation expense for the award of restricted stock based upon the awards fair value determined as the based difference in the estimated fair value of the Company’s common stock and the price paid by the employee, if any, generally on the date of grant. The fair value of restricted stock awards is recognized as compensation expense over the service period which is generally the same as the vesting period. No compensation cost has been or will be recognized for the restricted stock awards whose vesting is contingent upon a successful initial public offering until such event is probable of occurring. As of September 30, 2013, management has determined that such an event is not yet probable of occurring.

No restricted stock was awarded and no shares of outstanding restricted stock vested in the three month or nine months ended September 30, 2013 and 2012. As a result, no compensation expense has been recorded in the three or nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013, total unrecognized compensation costs related to nonvested restricted stock awards to purchase 119,734 shares of common stock was approximately $410,000, which will be recognized upon a successful initial public offering of the Company’s stock. The nonvested restricted stock awards have a weighted average remaining contractual term of approximately 8.0 years.

In December 2010, the Company committed to issue $462,500 of restricted stock, subject to restrictions yet to be defined, to an officer of the Company if and only if the Company completes a financing round that provides bona fide equity capital to the Company of at least $35.0 million.

Stock Purchase Warrants

From time to time the Company has issued stock purchase warrants to non-employees in exchange for services rendered.  As of September 30, 2013, 785,575 warrants were issued and outstanding with exercise prices ranging from $1.00 to $5.50. To date, all warrants have been issued for past services, with the exercise prices at least equal to the then estimated fair value of the underlying security, were fully vested upon issuance, and had contractual terms ranging from 2.5 to 7.5 years. No stock warrants were issued to non-employees for services in the three or nine months periods ended September 30, 2013 and 2012, respectively.

The following table summarizes information related to warrants outstanding issued to non-employees in exchange for services as of September 30, 2013:

			Weighted Average	Weighted Average
Exercise price	Shares		Remaining Life	Exercise Price
$1.00		705,575	1.30	$	1.00
$5.50		80,000	3.99	$	5.50
Total		785,575

Stock Options

On July 17, 2012, the Company’s board of directors approved the grant of 200,000 options to acquire Vaccinogen common stock to be awarded to existing employees. No options were issued through December 31, 2012. On October 23, 2012, the Company committed to grant an option to purchase 20,000 shares of common stock to an employee if the Company’s stock begins trading on the “Over the Counter Bulletin Board”. The exercise price of the award will be equal to the Company’s stock closing price on the first day of trading on the “Over the Counter Bulletin Board” and the awards will vest over four years from that date. The first day of trading occurred on June 7, 2013 and set the exercise price at $7.00 per share for those grants outstanding at the time.

In June 2013, the Company issued 90,000 stock options to employees and 17,000 stock options to non-employees, all exercisable into common stock of the Company. The awards have an exercise price of $7 per share, have a contractual life of 10 year, and vest 25% per year from the date of grant. The Company estimated the total value of the awards using the Black-Scholes option pricing model for both employees and consultants. The Company used the following assumptions in estimating the fair value of the employee and non-employee stock options granted in the three and six months ended June 30, 2013:

	Employee			Non-Employee
Volatility		80	%		80	%
Exercise price	$	7.00		$	7.00
Stock price	$	5.75		$	5.75
Risk free interest rate		1.35	%		2.17	%
Dividend yield		0	%		0	%
Expected life (in years)		6.25			10

The grant date fair value for the stock-based employee awards was $3.82 per option. This amount will be expensed on a straight-line basis over the vesting period. The grant date fair value for the stock-based awards to non-employees was $4.58. Unvested non-employee options will be expensed based on their fair market value at each reporting period. The Company recorded stock-based compensation expense for the three and nine months ended September 30, 2013, $17,360 and $24,108 respectively. The Company assumed a forfeiture rate of 0% based upon its estimate of the number of awards that will ultimately vest.

As of September 30, 2013, there is approximately $211,282 and $71,718 of unrecognized compensation expense for employee and non-employee awards that will be recognized over a remaining average vesting period of 3.7 years. The weighted average remaining contractual term for both the employee and non-employee awards was approximately 9.7 years as of September 30, 2013.

XML

Redeemable Preferred Stock and Stockholders’ Equity (Details) (USD $)			9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012 Series AA preferred Stock [Member]
Balance, December 31, 2011 (in shares)	0	0	913,361
Balance, December 31, 2011			$ 8,993,418
Accretion on preferred stock			365,770
Conversion to common stock (in shares)			(913,361)
Conversion to common stock			(9,359,188)
Balance, September 30, 2012 (in shares)	0	0	0
Balance, September 30, 2012			$ 0

XML

Subsequent Events (Details Textual) (USD $)	9 Months Ended		1 Months Ended
	Sep. 30, 2013	May 31, 2013 Round C Warrants [Member]	Nov. 13, 2013 Subsequent Event [Member]	Nov. 13, 2013 Subsequent Event [Member] Round C Warrants [Member]	Oct. 31, 2013 Subsequent Event [Member] Round C Warrants [Member]	Oct. 29, 2013 Subsequent Event [Member] Round C Warrants [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues	$ 2,588,004		$ 331,546
Stock Issued During Period, Shares, New Issues			60,281
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		45,705		18,084		2,370,546
Class Of Warrants or Rights Offering Price					$ 5.50
Class Of Warrants or Rights Market Price					$ 5.35

XML

Property and Equipment (Detail Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Property, Plant and Equipment [Line Items]
Depreciation	$ 7,856	$ 78,358	$ 21,280	$ 101,429

XML

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2013

Notes Payable [Abstract]

Schedule of Short-term Debt [Table Text Block]

Notes payable are as follows:

	September 30,  2013		December 31, 2012
Organon Obligation	$	3,500,000	$	3,500,000
Abell Loan		1,495,379		1,800,000
	$	4,995,379	$	5,300,000

XML

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Intangible assets by major asset class were as follows at September 30, 2013:

	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Intellectual Property	$	84,481,856	$	20,117,800	$	64,364,056
Other Intangible Assets		121,944		84,617		37,327
	$	84,603,800	$	20,202,417	$	64,401,383

Intangible assets by major asset class were as follows at December 31, 2012:

	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Intellectual Property	$	84,481,856	$	15,093,909	$	69,387,947
Other Intangible Assets		121,944		81,060		40,884
	$	84,603,800	$	15,174,969	$	69,428,831

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

The estimated future amortization relating to all intangible assets that are recorded in the unaudited condensed consolidated balance sheets as of September 30, 2013 is as follows:

Years ending December 31,
2013	$	1,673,448
2014		6,698,530
2015		6,698,530
2016		6,698,530
2017		6,698,530
Thereafter		35,936,183
	$	64,403,751

XML

Fair Value Measurements (Details 2) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Abell Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Volatility	85.00%	90.00%
Exercise price	$ 4.68	$ 4.68
Stock price	$ 5.95	$ 5.71
Risk free interest rate		0.27%
Dividend yield	0.00%	0.00%
Expected life (in years)		9 years
Round C Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Volatility	85.00%	90.00%
Exercise price	$ 6.05
Stock price	$ 5.95	$ 5.71
Dividend yield	0.00%	0.00%
Maximum [Member] | Abell Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free interest rate	2.52%
Expected life (in years)	9 years 3 months 18 days
Maximum [Member] | Round C Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Exercise price		$ 6.96
Risk free interest rate	1.38%	0.072%
Expected life (in years)	5 years	5 years
Minimum [Member] | Abell Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free interest rate	2.28%
Expected life (in years)	8 years 1 month 6 days
Minimum [Member] | Round C Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Exercise price		$ 3.05
Risk free interest rate	1.03%	0.68%
Expected life (in years)	4 years 1 month 6 days	4 years 9 months 18 days

XML

Summary of Significant Accounting Policies (Details Textual) (USD $)	1 Months Ended		3 Months Ended		7 Months Ended	9 Months Ended				1 Months Ended					0 Months Ended	3 Months Ended		9 Months Ended	1 Months Ended		3 Months Ended		9 Months Ended			1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended		1 Months Ended	9 Months Ended					3 Months Ended		9 Months Ended			9 Months Ended
	Jan. 31, 2013	Feb. 28, 2012	Sep. 30, 2013	Sep. 30, 2012	Oct. 31, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Aug. 31, 2012	Jun. 30, 2013 Bridge Loan [Member]	Apr. 30, 2013 Bridge Loan [Member]	Oct. 31, 2012 Bridge Loan [Member]	Sep. 30, 2013 Bridge Loan [Member]	Dec. 31, 2012 Bridge Loan [Member]	Jan. 16, 2013 Abell Investment Option [Member]	Sep. 30, 2013 Abell Option [Member]	Mar. 31, 2013 Abell Option [Member]	Sep. 30, 2013 Abell Option [Member]	Aug. 31, 2013 Abell Warrant [Member]	Jan. 31, 2013 Abell Warrant [Member]	Sep. 30, 2013 Abell Warrant [Member]	Sep. 30, 2012 Abell Warrant [Member]	Sep. 30, 2013 Abell Warrant [Member]	Sep. 30, 2012 Abell Warrant [Member]	Dec. 31, 2012 Abell Warrant [Member]	Jun. 30, 2013 Round C Warrant [Member]	Sep. 30, 2013 Round C Warrant [Member]	Sep. 30, 2013 Round C Warrant [Member]	Dec. 31, 2012 Round C Warrant [Member]	May 03, 2013 Round C Warrant [Member]	Feb. 28, 2012 Feb 2012 Amendment [Member]	Sep. 30, 2013 July Amendment [Member]	Dec. 31, 2013 July Amendment [Member]	Nov. 30, 2013 July Amendment [Member]	Oct. 31, 2013 July Amendment [Member]	Aug. 31, 2013 July Amendment [Member]	Sep. 30, 2013 Vaccinogen BV [Member]	Sep. 30, 2012 Vaccinogen BV [Member]	Sep. 30, 2013 Vaccinogen BV [Member]	Sep. 30, 2012 Vaccinogen BV [Member]	Dec. 31, 2012 Vaccinogen BV [Member]	Sep. 30, 2013 Patents [Member]
Malpractice Insurance, Annual Coverage Limit	$ 250,000
Finite-Lived Intangible Asset, Useful Life																																										15 years
Assets, Total			66,202,500			66,202,500		71,236,150																													171,000		171,000		177,000
Retained Earnings (Accumulated Deficit), Total			(95,828,448)			(95,828,448)		(78,698,780)																													73,000		73,000		204,000
Income (Loss) from Subsidiaries, Net of Tax, Total																																					421,000	412,000	1,195,000	943,000
Debt Instrument, Convertible, Terms of Conversion Feature		The number of shares issuable pursuant to the Abell Warrants was originally determined based upon a fixed amount of $500,000 divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing (defined as a round that raised at least $20 million)																													In connection with February 2012 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $800,000.
Warrants Exercisable	1,100,000
Proceeds From Venture Capital Financing	35,000,000
Warrants Contractual Term																				10 years								5 years
Warrants Not Settleable in Cash, Fair Value Disclosure																					1,158,655		1,158,655		831,806		1,084,867	1,084,867	230,349
Fair Value, Option, Changes in Fair Value, Gain (Loss)																227,273		806,821			(66,633)	(550,448)	51,036	(619,654)			(67,997)	(61,929)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value																							$ 275,813
Contingent Warrants Additional Share Issuable																																40,000	100,000	80,000	60,000	20,000
Contingent Warrants Exercisable Price Details																																exercise price related to the Contingent Warrants will be the same as that for those warrants subject to the Fixed for Variable provisions – that is it will depend upon a value equal to 85% of the lowest price paid a qualified future raise of equity capital.
Debt Conversion, Converted Instrument, Shares Issued																			20,000				40,000
Interest Expense, Total			371,475	68,054		508,495	244,445														314,000
Option Granted To Acquire Common Stock															5,000,000
Number Of Share To Be Issued Upon Exercise Of Option															The number of shares to be issued will be based on the lowest price paid by any purchaser of shares in a subsequent round of equity financing meeting certain conditions defined in the agreement.  Abell cannot exercise its rights to purchase any stock unless the Company has received $25.0 million dollars pursuant to the equity lines with Kodiak described in Note 5 and an additional $10.0 million from investors other than Kodiak.
Financial Liabilities Fair Value Disclosure, Total			10,084,888			10,084,888		2,590,655								6,761,366		6,761,366
Selling, General and Administrative Expense, Total																	5,954,545
Debt Instrument, Convertible, Number of Equity Instruments																										45,705		222,096	59,439
Class of Warrant or Right, Exercise Price of Warrants or Rights																										6.05	6.05	6.05
Proceeds from Unsecured Notes Payable					1,019,000
Loans Payable, Fair Value Disclosure													1,080,000	1,528,500
Reducton Of Liabilities											838,000
Debt Instrument, Convertible, Carrying Amount of Equity Component											2,038,000
Debt Instrument, Convertible, Conversion Price											$ 5.50
Warrant Coverage											30.00%
Common Stock Issuable Value																														11,000,000
Derivative, Loss on Derivative										83,800
Common Stock, Shares, Issued			31,342,038			31,342,038		30,601,700	236,364	152,359
Increase or Decrease In Bridge Loan			0			389,500
Proceeds from Issuance or Sale of Equity, Total						3,233,887	0					20,000,000
Common Stock Issuable Value Increased																														$ 13,000,000

XML

Intangible Assets (Details 1) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
2013	$ 1,673,448
2014	6,698,530
2015	6,698,530
2016	6,698,530
2017	6,698,530
Thereafter	35,936,183
Finite-Lived Intangible Assets, Net, Total	$ 64,403,751	$ 69,428,831

XML

Redeemable Preferred Stock and Stockholders’ Equity (Details 1) (USD $)			9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012 Series B Preferred Stock [Member]
Balance, December 31, 2011 (in shares)	0	0	14,425,377
Balance, December 31, 2011			$ 110,135,123
Accretion on preferred stock			16,103,077
Conversion to common stock (in shares)			(14,425,377)
Conversion to common stock			(126,238,200)
Balance, September 30, 2012 (in shares)	0	0	0
Balance, September 30, 2012			$ 0

XML

Going Concern (Details Textual) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Retained Earnings (Accumulated Deficit), Total	$ (95,828,448)	$ (78,698,780)
Working Capital	20,000,000
Kodiak Capital Group LLC Kodiak [Member]
Potential Proceeds Receivable From Issuance Of Equity Line	$ 26,000,000

XML

Notes Payable (Detail Textual) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended		1 Months Ended		3 Months Ended		9 Months Ended			1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 16, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Oct. 31, 2007 Organon Obligation [Member]	Sep. 30, 2007 Organon Obligation [Member]	Sep. 30, 2013 Organon Obligation [Member]	Sep. 30, 2012 Organon Obligation [Member]	Sep. 30, 2013 Organon Obligation [Member]	Sep. 30, 2012 Organon Obligation [Member]	Sep. 30, 2008 Organon Obligation [Member]	Sep. 30, 2008 Organon Obligation [Member] First Installment [Member]	Sep. 30, 2013 Abell Loan [Member]	Sep. 30, 2012 Abell Loan [Member]	Sep. 30, 2013 Abell Loan [Member]	Sep. 30, 2012 Abell Loan [Member]	Aug. 31, 2013 Abell Loan [Member]	Oct. 26, 2011 Abell Loan [Member] Working Capital Loan [Member]	Feb. 16, 2012 Abell Loan [Member] Additional Loan [Member]
Short-term Debt [Line Items]
Long-term Debt, Gross						$ 3,500,000	$ 4,000,000												$ 1,500,000	$ 300,000
Debt Instrument, Periodic Payment, Principal				500,000			500,000
Debt Instrument, Increase, Accrued Interest						500,000
Debt Instrument, Periodic Payment, Interest				118,000									500,000
Debt Instrument, Annual Principal Payment												1,000,000
Debt Instrument, Interest Rate, Stated Percentage								3.25%		3.25%									8.00%
Interest Paid, Total		33,117	0	267,331	2,785			28,438	28,438	85,314	85,314			346,717	36,400	418,757	69,667
Debt Instrument, Increase (Decrease), Net, Total	1,800,000
Class Of Warrants or Rights Issued														40,000		40,000		20,000
Debt Instrument Interest Rate Increases,Due To Default																10
Warrants Exercisable Details																The number of shares into which the Abell Warrants are exercisable was revised with each amendment to the Abell Loan and is ultimately equal $1.1 million divided by 85% of the purchase price per share of stock sold in the Companys next venture capital financing resulting in proceeds of not less than $35.0 million.
Amortization of Debt Discount (Premium)														0	73,527	0	142,352
Debt Instrument, Fair Value Disclosure														$ 275,813		$ 275,813

XML

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2013

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment consisted of the following:

	September 30, 2013		December 31, 2012
Machinery and equipment	$	737,617	$	753,769
Automobile		-		3,965
Furniture and fixtures		7,575		6,690
Computers and software		1,928		1,921
		747,120		766,345
Less accumulated depreciation		(659,449)		(658,890)
	$	87,671	$	107,455

XML

Condensed Consolidated Statement of Changes in Stockholders' Equity (USD $)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Beginning Balance at Dec. 31, 2012	$ 59,339,552	$ 3,060	$ 138,118,424	$ (78,698,780)	$ (83,512)
Beginning Balance (in shares) at Dec. 31, 2012		30,601,700
Issuance of common stock for cash	2,588,004	59	2,587,945	0	0
Issuance of common stock for cash (in shares)		587,979
Conversion of 2012 Bridge Loan for common stock	691,261	15	691,246	0	0
Conversion of 2012 Bridge Loan for common stock (in shares)		152,359
Stock-based compensation	24,108	0	24,108	0	0
Non cash interest expense	314,604		314,604
Other comprehensive income	31,342	0	0	0	31,342
Net Loss	(17,129,668)	0	0	(17,129,668)	0
Ending Balance at Sep. 30, 2013	$ 45,858,843	$ 3,134	$ 141,736,327	$ (95,828,448)	$ (52,170)
Ending Balance (in shares) at Sep. 30, 2013		31,342,038

XML

Organization

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations [Text Block]

1. Organization

The Business

Vaccinogen, Inc. (the “Company” or “Vaccinogen”), a biotechnology Company headquartered in Frederick, Maryland, was incorporated in the State of Delaware during 2007 for the purpose of developing therapies and vaccines to combat cancer by using the body’s own immune system. On November 23, 2010, the Company changed its domicile from Delaware to Maryland by means of a merger of the Company with and into its wholly owned subsidiary Vaccinogen I, Inc., a Maryland corporation.

On October 10, 2007, the Company entered into a license agreement with Intracel Holdings Corporation (“Intracel”), a related party, for the exclusive and indefinite rights to use the OncoVAX® technology platform. OncoVAX® is an active specific immunotherapy (“ASI”) that uses the patient’s own cancer cells to create a vaccine that in turn is used to block the return of cancer following surgery. In June 2010, the Company entered into an agreement with Intracel (the “Asset Transfer Agreement”) whereby the Company acquired title to the patents associated with the OncoVAX® (See Note 4). On October 23, 2007, Vaccinogen acquired out of bankruptcy, certain tangible assets that had been previously owned and used by Intracel’s wholly owned subsidiary in the Netherlands. These assets will be used to conduct research and development and in the commercialization of OncoVAX® to produce vaccines. In connection with the acquisition of these assets, the Company formed a wholly owned subsidiary, Vaccinogen BV, for the purposes of continuing development of OncoVAX®.

XML

Agreements with Intracel

9 Months Ended

Sep. 30, 2013

Agreement [Abstract]

Agreement [Text Block]

4. Agreements with Intracel

License Agreement

On October 10, 2007, the Company entered into an agreement (the “License Agreement”) with Intracel Holdings Corporation (“Intracel”), for the exclusive and indefinite rights to license and use the OncoVAX® technology platform. OncoVAX® is an active specific immunotherapy (“ASI”) that uses the patient’s own cancer cells to block the return of cancer following surgery. In exchange for the rights to OncoVAX®, the Company (i) agreed to issue equity securities equal to 10% of the fully diluted capitalization of the Company, (ii) assumed liabilities of Intracel to Organon Teknika Corporation (“Organon”) totaling $4.0 million under an October 31, 2007 Letter Agreement between Intracel and Organon, (iii) agreed to pay $450,000 in cash for settling trade payable related to the OncoVAX® intellectual property, and (iv) agreed to make royalty payments to Intracel based on future sales of OncoVAX®. The terms of the securities issued to Intracel provided Intracel with anti-dilution rights with respect to its 10% ownership interest (See Note 10). The License Agreement also contained a provision such that if the Company obtained specified levels of financing in a specified time period, that title to OncoVAX® would transfer to the Company without further consideration. If the Company did not reach the specified levels of financing in the specified period of time, Intracel could cancel the License Agreement and could re-purchase the rights to OncoVAX®. The Company did not obtain the necessary financing in the period specified.

In connection with the License Agreement, the Company issued 1,506,750 shares of common stock valued at approximately $984,000 and assumed liabilities with an estimated value of $4,450,000. The Company estimated the fair value of the liabilities assumed based upon their face amount as these liabilities were due currently and on demand.

Asset Transfer Agreement and Stock Exchange Agreement

As a result of the Company’s inability to raise the necessary capital under the License Agreement, the Company and Intracel negotiated amended terms to the License Agreement. On June 24, 2010, the Company and Intracel entered into the Asset Transfer Agreement pursuant to which the title to all of the intellectual property associated with OncoVAX® was transferred to the Company. Under the Asset Transfer Agreement, the Company also agreed to exchange the previously issued common stock and Series AA preferred stock representing a 10% interest in the Company for shares of its Series B preferred stock equal to a 20% interest in the Company on a fully diluted basis.

The terms and conditions of the Series B preferred stock provided Intracel with anti-dilution rights with respect to its 20% ownership interest (See Note 10). In addition, the Company agreed that Intracel’s ownership position (and corresponding anti-dilution rights) would increase to 50% upon failure of the Company to meet certain defined milestones, which included but were not limited to, the Company attaining specified levels of additional financing.

The Company accounted for the acquisition of the rights to the OncoVAX® technology platform under the License Agreement in 2007 and the Asset Transfer Agreement in 2010 as an asset acquisition in accordance with ASC Topic 805, Business Combinations. Furthermore, as described in Note 2 and Note 4 to these consolidated financial statements, and in accordance with ASC Topic 730, Research and Development, the Company has capitalized the cost of acquiring the rights to OncoVAX® technology platform as these rights represent intangible assets to be used in research and development activities and for which future alternative uses exist.

In June 2010, in connection with the Asset Transfer Agreement, the Company issued 3,451,766 shares of Series B preferred stock, with an estimated value of approximately $16.9 million. The Company estimated the fair value of the common stock issued pursuant to the License Agreement and the Series B Preferred Stock issued pursuant to the Asset Transfer Agreement by considering various commonly accepted valuation techniques, including the income and market approaches.

The Company ultimately relied on the income approach, specifically, the discounted cash flow method, to estimate the value of the Company’s equity. The Company further utilized commonly used option pricing techniques to estimate the fair value of the various equity classes. The use of the income approach, and specifically the discounted cash flow method, requires management to make significant assumptions about the future level and timing of revenues, direct and indirect costs associated with continued research and development, the conduct of clinical trials, and the production and commercialization of the intended cancer vaccines. The discounted cash flow method also requires the estimation of discount rates used to reflect the risk inherent in the projected cash flows, the terminal growth rate, among other factors.

The Company did not meet these milestones and consequently, in December 2010, was required to increase Intracel’s total ownership interest in the Company to 50% through the issuance of additional shares of Series B preferred stock.

In December 2010, the Company issued 10,973,612 additional shares of Series B preferred stock to Intracel when the Company failed to meet certain conditions of the Asset Transfer Agreement. The estimated value of those additional shares of approximately $63.1 million was accounted for as additional consideration and is included in the total cost of acquiring the OncoVAX® technology platform.

As of September 30, 2013, Intracel directly owns approximately 43% of the Company on a fully diluted basis, and certain stockholders of Intracel own approximately 10% of the Company on a fully diluted basis. Intracel also continues to hold certain royalty rights associated with future commercial sales of vaccines developed using OncoVAX®.

XML

Going Concern

9 Months Ended

Sep. 30, 2013

Going Concern [Abstract]

Going Concern [Text Block]

2. Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2013, the Company had an accumulated deficit of approximately $95.8 million and negative working capital of approximately $20.0 million. Since inception, the Company has financed its activities principally from the proceeds from the issuance of equity and debt securities and loans from officers.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional debt and equity capital. As discussed in Note 5 to these unaudited condensed consolidated financial statements, the Company has entered into an agreement with the Kodiak Capital Group, LLC (“Kodiak”) to provide up to $26 million of additional equity capital. The proceeds from the agreement with Kodiak would primarily be used to continue the Company’s research and development activities including the furtherance of clinical trials using OncoVAX® to develop cancer related vaccines. However, Kodiak is not required to provide funding until certain conditions are met, including the registration and trading of the Company’s equity securities as defined in that agreement. There can be no assurance that the Company will meet the conditions under which Kodiak will be required to provide the equity capital or that the capital available under such agreements will be sufficient to allow the Company to funds its continuing research and development activities. If the Company is unable to raise the additional equity capital from Kodiak, the Company will need to seek alternative sources of debt or equity capital. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to the Company. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

XML

Intangible Assets (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Finite-Lived Intangible Assets [Line Items]
Intellectual Property Purchase Price Description			the total purchase price for the Intellectual Property was ultimately determined based upon the estimated fair value of the Series B preferred stock representing a 50% stock ownership in the Company, the value of cash payments made of $450,000 and, obligations of Intracel assumed of $4 million
Amortization of Intangible Assets	$ 1,700,000	$ 1,700,000	$ 5,027,447	$ 5,024,517
Finite-Lived Intangible Assets, Remaining Amortization Period			12 years 3 months 18 days

XML

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

The Company’s financial instruments measured on a recurring basis using fair value estimates are as follows:

			September 30, 2013
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	1,158,655	$	-	$	-	$	1,158,655
Abell Option		6,761,366		-		-		6,761,366
Round C Warrants		1,084,867		-		-		1,084,867
Bridge Loan		1,080,000		-		-		1,080,000
	$	10,084,888	$	-	$	-		10,084,888

			December 31, 2012
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	831,806	$	-	$	-	$	831,806
Round C Warrants		230,349		-		-		230,349
Bridge Loan		1,528,500		-		-		1,528,500
	$	2,590,655	$	-	$	-	$	2,590,655

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following is a reconciliation of level 3 fair value measurements for the nine months ended September 30, 2013 and 2012, respectively.

	Abell		Abell				Bridge
	Warrants		Option		Round C Warrants		Loan
Balance, December 31, 2012	$	831,806	$	-	$	230,349	$	1,528,500
Issuance/settlement of securities		275,813		5,954,545		792,589		(838,000)
Fair value change included in earnings		51,036		806,821		61,929		389,500
Balance, September 30, 2013	$	1,158,655	$	6,761,366	$	1,084,867	$	1,080,000

	Abell				Bridge
	Warrants		Round C Warrants		Loan
Balance, December 31, 2011	$	36,940	$	-	$	-
Issuance of securities		79,022		-		969,000
Fair value change included in earnings		619,654		-		484,500
Balance, September 30, 2012	$	735,616	$	-	$	1,453,50

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

The following assumptions were used to estimate the fair value of the warrants as of September 30, 2013 and December 31, 2012:

	Abell Warrants		Round C Warrants
	September 30,	December 31,	September 30,	December
	2013	2012	2013	31,2012
Volatility	85%	90%	85%	90%
Exercise price	$4.68	$4.68	$6.05	$3.05-$6.96
Stock price	$5.95	$5.71	$5.95	5.71
Risk free interest rate	2.28-2.52%	0.27%	1.03-1.38%	0.68-.072%
Dividend yield	0%	0%	0%	0%
Expected life (in years)	8.1-9.3	9.0	4.1-5.0	4.8-5.0

XML

Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2013
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] | Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Maximum [Member] | Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

XML

Property and Equipment (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	$ 747,120	$ 766,345
Less accumulated depreciation	(659,449)	(658,890)
Property, Plant and Equipment, Net ,Total	87,671	107,455
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	737,617	753,769
Automobile [Member]
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	0	3,965
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	7,575	6,690
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	$ 1,928	$ 1,921

XML

Related Party Transactions (Details Textual) (USD $)					0 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Executive Officer [Member]	Dec. 31, 2012 Executive Officer [Member]	Feb. 14, 2012 Board of Directors Chairman [Member]	Apr. 15, 2012 Intracel [Member]
Unsecured Debt, Current						$ 30,000
Minimum Shares Of Common Stock Issued Value						1,000,000
Due to Related Parties, Current	34,099	34,099	4,099	10,000
Due to Related Parties					$ 169,729
Stock Issued During Period, Shares, New Issues					30,860
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					9,258
Noncontrolling Interest, Ownership Percentage by Parent			1.00%

XML

Redeemable Preferred Stock and Stockholders’ Equity (Details Textual) (USD $)	1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended			1 Months Ended			3 Months Ended	9 Months Ended				9 Months Ended	1 Months Ended	9 Months Ended			1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Sep. 30, 2013	Oct. 24, 2011	Dec. 31, 2010	Aug. 31, 2012	Jan. 01, 2011	May 31, 2013 Bridge Loan 2012 [Member]	May 31, 2013 Round C Warrants [Member]	Dec. 31, 2012 Round C Warrants [Member]	Dec. 31, 2012 Round C Warrants [Member]	Sep. 30, 2013 Round C Warrants [Member]	Sep. 30, 2013 Round C Stock [Member]	Dec. 31, 2012 Round C Stock [Member]	Dec. 31, 2012 Round C Stock And Round C Warrants [Member]	Sep. 30, 2013 Subscription Arrangement [Member]	Aug. 01, 2012 Series AA preferred Stock [Member]	Oct. 24, 2011 Series AA preferred Stock [Member]	Jan. 01, 2011 Series AA preferred Stock [Member]	Dec. 31, 2010 Series AA preferred Stock [Member]	Aug. 01, 2012 Series B Preferred Stock [Member]	Dec. 31, 2010 Series B Preferred Stock [Member]	Dec. 31, 2012 Series B Preferred Stock [Member]	Dec. 31, 2011 Series B Preferred Stock [Member]	Jan. 01, 2011 Series B Preferred Stock [Member]
Common Stock, Shares Authorized	200,000,000	200,000,000	200,000,000			200,000,000	75,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	50,000,000	50,000,000	50,000,000			50,000,000	50,000,000											123,015	15,000,000	15,000,000		35,000,000			35,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001												$ 9.0797	$ 0.0001	$ 9.0797		$ 9.0797			$ 0.0001
Conversion of Stock, Shares Issued																	1,507,666				16,656,082
Common Stock, Shares, Issued	30,601,700	30,601,700	31,342,038			236,364							587,979	167,273	30,860
Redeemable Noncontrolling Interest, Equity, Common, Fair Value						$ 1,300,000
Additional Paid in Capital, Total	138,118,424	138,118,424	141,736,327											920,002	169,729
Stock Issued During Period, Shares, Conversion of Convertible Securities								152,359		9,258	50,181	176,392
Proceeds from Issuance of Common Stock	133,624	725,757	2,600,000
Proceeds From Issuance of Common Stock Warrants	36,105	194,245	628,000
Debt Instrument, Convertible, Number of Equity Instruments									136,304
Debt Instrument, Convertible, Conversion Price									$ 6.05
Preferred Stock, Dividend Rate, Percentage					7.00%																	7.00%
Proceeds from Issuance of Preferred Stock and Preference Stock																		1,100,000
Preferred Stock, Redemption Price Per Share																							$ 9.0797
Equity Method Investment, Ownership Percentage			50.00%
Preferred Stock, Shares Outstanding	0	0	0																			1,972,919	24,166	233,620
Convertible Preferred Stock, Shares Issued upon Conversion																							2,230,705
Anti-Dilution Protection Description																if the market price of the Company’s common stock on the effective date of the Company’s initial public offering (“IPO Price”) is less than $5.50 per share, then the Company will issue to each subscriber additional shares of common stock. The number of shares issued would equal the difference between a) the number of shares that would have been issued if the price per unit was equal to the greater of the IPO Price or $5.00 and b) the number of shares originally issued to the subscriber
Payments of Stock Issuance Costs				$ 14,000

XML

Fair Value Measurements (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Abell Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 831,806	$ 36,940
Issuance of securities	275,813	79,022
Fair value change included in earnings	51,036	619,654
Ending Balance	1,158,655	735,616
Abell Option [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0
Issuance of securities	5,954,545
Fair value change included in earnings	806,821
Ending Balance	6,761,366
Round C Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	230,349	0
Issuance of securities	792,589	0
Fair value change included in earnings	61,929	0
Ending Balance	1,084,867	0
Bridge Loan [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	1,528,500	0
Issuance of securities	(838,000)	969,000
Fair value change included in earnings	389,500	484,500
Ending Balance	$ 1,080,000	$ 1,453,500

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	31,342,038	30,601,700
Common Stock, Shares, Outstanding	31,342,038	30,601,700

XML

Intangible Assets

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

7. Intangible Assets

Intangible assets consist of the capitalized costs associated with the acquisition of patents related to OncoVAX® (the “Intellectual Property”) and the costs associated with website development and domain names.

As discussed in Note 4 to these unaudited condensed consolidated financial statements, the total purchase price for the Intellectual Property was ultimately determined based upon the estimated fair value of the Series B preferred stock representing a 50% stock ownership in the Company, the value of cash payments made of $450,000 and, obligations of Intracel assumed of $4 million.

Intangible assets by major asset class were as follows at September 30, 2013:

	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Intellectual Property	$	84,481,856	$	20,117,800	$	64,364,056
Other Intangible Assets		121,944		84,617		37,327
	$	84,603,800	$	20,202,417	$	64,401,383

Intangible assets by major asset class were as follows at December 31, 2012:

	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Intellectual Property	$	84,481,856	$	15,093,909	$	69,387,947
Other Intangible Assets		121,944		81,060		40,884
	$	84,603,800	$	15,174,969	$	69,428,831

The Company recorded amortization expense related to intangible assets of approximately $1.7 million for both the three months ended September 30, 2013 and 2012, respectively. The Company recorded amortization expense related to intangible assets of approximately $5.0 million for both the nine months ended September 30, 2013 and 2012, respectively. The weighted average amortization period for intangible assets was 12.3 years.

The estimated future amortization relating to all intangible assets that are recorded in the unaudited condensed consolidated balance sheets as of September 30, 2013 is as follows:

Years ending December 31,
2013	$	1,673,448
2014		6,698,530
2015		6,698,530
2016		6,698,530
2017		6,698,530
Thereafter		35,936,183
	$	64,403,751

XML

Condensed Consolidated Statements of Comprehensive Loss (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Comprehensive Loss
Net loss	$ (3,607,093)	$ (4,133,756)	$ (17,129,668)	$ (9,488,393)
Foreign currency translation adjustments	(2,376)	82,094	32,242	93,622
Total Comprehensive Loss	$ (3,609,469)	$ (4,051,662)	$ (17,097,426)	$ (9,394,771)

XML

Condensed Consolidated Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents	$ 60,069	$ 113,840
Restricted cash	43,473	42,044
Inventory	100,584	102,174
Prepaid expenses and other current assets	160,627	140,343
Total Current Assets	364,753	398,401
Prepaid expenses and other assets	1,348,693	1,301,463
Property and equipment, net	87,671	107,455
Intangible assets, net	64,401,383	69,428,831
Total Assets	66,202,500	71,236,150
Liabilities and Stockholders' Equity
Notes payable	4,995,379	5,300,000
Accounts payable	2,788,547	2,021,039
Financial instruments	10,084,888	2,590,655
Accrued interest	853,660	929,915
Accrued compensation	1,031,993	620,212
Related party payable	34,099	34,099
Accrued expenses and other liabilities	555,091	400,678
Total Current Liabilities	20,343,657	11,896,598
Total Liabilities	20,343,657	11,896,598
Commitments and Contigencies
Stockholders' Equity
Preferred stock, $0.0001 par value: 50,000,000 shares authorized; 0 shares issued and outstanding	0	0
Common stock, $0.0001 par value; 200,000,000 and 200,000,000 shares authorized; 31,342,038 and 30,601,700 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively.	3,134	3,060
Additional paid-in capital	141,736,327	138,118,424
Accumulated other comprehensive loss	(52,170)	(83,152)
Accumulated deficit	(95,828,448)	(78,698,780)
Total Stockholders' Equity	45,858,843	59,339,552
Total Liabilities and Stockholders' Equity	$ 66,202,500	$ 71,236,150

XML

Stock-Based Compensation (Details) (USD $)	1 Months Ended	9 Months Ended
	Jun. 30, 2013	Sep. 30, 2013
Warrants Outstanding, Shares		785,575
Warrants Outstanding, WeightedAverage remaining life	10 years
Warrants Outstanding, WeightedAverage ExercisePrice	$ 7
Exercise Price 1.00 [Member]
Warrants Outstanding, Exerciseprice		$ 1.00
Warrants Outstanding, Shares		705,575
Warrants Outstanding, WeightedAverage remaining life		1 year 3 months 18 days
Warrants Outstanding, WeightedAverage ExercisePrice		$ 1.00
Exercise Price 5.50 [Member]
Warrants Outstanding, Exerciseprice		$ 5.50
Warrants Outstanding, Shares		80,000
Warrants Outstanding, WeightedAverage remaining life		3 years 11 months 26 days
Warrants Outstanding, WeightedAverage ExercisePrice		$ 5.50

XML

Redeemable Preferred Stock and Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2013

Series AA preferred Stock [Member]

Schedule of Conversions of Stock [Table Text Block]

The activity related to Series AA Preferred Stock for the nine months ended through September 30, 2012 is as follows:

	Series AA Preferred Stock
	Shares		Amount
Balance, December 31, 2011		913,361	$	8,993,418
Accretion on preferred stock				365,770
Conversion to common stock		(913,361)		(9,359,188)
Balance, September 30, 2012		-	$	-

Series B Preferred Stock [Member]

Schedule of Conversions of Stock [Table Text Block]

The activity related to Series B Preferred Stock for the nine months ended September 30, 2012 is as follows:

	Series B Preferred Stock
	Shares		Amount
Balance, December 31, 2011		14,425,377	$	110,135,123
Accretion on preferred stock		-		16,103,077
Conversion to common stock		(14,425,377)		(126,238,200)
Balance, September 30, 2012		-	$	-

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012, respectively include the accounts of Vaccinogen, Inc. and its wholly owned subsidiary and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, omit or condense certain disclosures and other information required under generally accepted accounting principles in the United States of America (“US GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2012 as filed with the SEC Form S-1 Registration Statement, effective October 31, 2013..

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all the adjustments and reclassifications necessary for a fair presentation for the periods presented in accordance with US GAAP. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The unaudited condensed consolidated financial statements include accounts of Vaccinogen and its wholly owned subsidiary, Vaccinogen BV (a company incorporated in the Netherlands). All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in its financial statements. On an ongoing basis, the Company evaluates the estimates used in recording common stock warrant related liabilities, derivative financial instruments, stock based compensation, and where applicable, the fair value of assets. The Company may base such estimates on various assumptions which it believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers all highly liquid securities with a maturity of three months or less at acquisition to be cash equivalents. Cash and cash equivalents include demand deposits with financial institutions and at times the amounts may exceed federally insured deposit limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk related to demand deposits.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted Cash

Restricted cash represents monies pledged by the Company’s foreign subsidiary for a lease obligation related to the manufacturing facility and to the Dutch government as required for companies with irradiator equipment.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-credit-quality financial institutions in the United States.

Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The temporary federal program in effect from December 31, 2010 through December 31, 2012 that fully insured all non-interest bearing cash balances expired on December 31, 2012. Beginning 2013, insurance coverage will revert to $250,000 per depositor at each financial institution, and noninterest bearing cash balances may again exceed federally insured limits.

Inventory, Policy [Policy Text Block]

Inventory

Inventory is reported at the lower of cost or market value. The Company analyzes its inventory and writes down inventory that has become obsolete, or has a cost basis in excess of its expected net realizable value and inventory quantities in excess of expected requirements. Inventory primarily consists of a product used in creating vaccines using the OncoVAX® technology platform and is expensed as Research & Development as utilized.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment are recorded at cost and are depreciated or amortized over their estimated useful lives using the straight-line method. Estimated useful lives are as follows:

Machinery and equipment	3 – 5 years
Automobile	3 – 5 years
Furniture and fixtures	3 years
Computers and software	3 years

Maintenance and repairs are charged to expense as incurred. Major betterments and improvements, which extend the useful life of the underlying assets, are capitalized and depreciated over the remaining useful life.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Intangible Assets

Intangible assets consist primarily of the cost of the acquired patent associated with OncoVAX® to be used in research and development and the commercialization of cancer related vaccines. The Company has capitalized the cost of OncoVAX® because the Company has identified alternative future research and development efforts for numerous forms of cancer which it intends to pursue and which management believes will result in commercialization of related vaccines. Acquired patents are carried at cost less accumulated amortization. Amortization is calculated on a straight-line basis over the estimated useful economic life of the patent, which is 15 years for OncoVAX®.

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

Long-lived assets, including identifiable intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company has determined that no impairment has occurred as of September 30, 2013.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

The financial statements of foreign subsidiaries are maintained in their functional currency, which generally is the local currency. The assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. Revenues, expenses and cash flows of these operations are translated using average exchange rates during the reporting period which they occur. The resulting translation adjustments are reflected in other comprehensive loss. As of September 30, 2013, the assets and net deficit of Vaccinogen BV, excluding intercompany balances, were approximately $171,000 and $73,000, respectively. As of December 31, 2012, the net assets and net deficit of Vaccinogen BV, excluding intercompany balances, were approximately $177,000 and $204,000, respectively. Vaccinogen BV recorded losses of approximately $421,000 and $412,000 for the three months ended September 30, 2013 and 2012, respectively and approximately $1,195,000 and $943,000 for the nine months ended September 30, 2013 and 2012, respectively.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

To date, the Company has not earned any revenues as the use of OncoVAX® to create cancer related vaccines is still undergoing clinical trials and has not received regulatory approval for commercialization and sale.

Research and Development Expense, Policy [Policy Text Block]

Research and Development Expense

Research and development costs are expensed as incurred. Research and development expenses primarily include the amortization of intangible assets, cost of conducting clinical trials, compensation and related overhead for employees, consultants, facilities costs and the cost of materials purchased for research and development.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

The Company measures the cost of employee services received in exchange for stock options or restricted stock awards based upon the fair value of the award on the date of the grant. The Company recognizes the estimated grant date fair value of the award as stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period.

The Company initially measures the cost of awards granted to non-employees based on the fair value of the award on the date of grant however such cost is re-measured at the end of each reporting period until performance is fully satisfied or services are rendered by the non-employee.

The fair value of stock options granted is calculated using the Black-Scholes option-pricing model, which requires the use of subjective assumptions including volatility, expected term, risk-free rate, and the fair value of the underlying common stock. The fair value of non-vested stock awards is determined based upon the estimated fair value of the Company's common stock.

Income Tax, Policy [Policy Text Block]

Income Taxes

Deferred income tax assets and liabilities are determined based on differences between the financial statements and tax basis of assets and liabilities, as measured using the enacted tax rates, which are expected to be in effect when the differences reverse.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The tax effects of uncertain tax positions are recognized in the financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that had greater than 50% likelihood of being realized. Management has not identified any uncertain tax positions with the exception of income tax return filing penalties and accordingly has established a liability under Accounting Standards Codification (“ASC”) Topic 740-10 (“FIN 48”). It is the Company’s accounting policy to account for Topic 740-10 related penalties and interest in other liabilities/expenses and not include it in the income tax provision of consolidated statement of operations. The Company has identified its U.S. Federal income tax return and its state return in Maryland as its major tax jurisdictions. Tax returns for fiscal years 2007 and forward are still open for examination.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Financial Instruments

Stock Awards Accounted for as Liabilities

Abell Warrants

In October 2011, the Company entered into a borrowing arrangement with The Abell Foundation (“Abell”). In connection with that arrangement, the Company also issued warrants (the “Abell Warrants”) exercisable into common stock of the Company. In February 2012, the Company and Abell amended the agreement to provide for additional borrowings (the “Abell Loan”). In January 2013, the maturity of the Abell Loan was extended to March 31, 2013. In April 2013, the borrowing arrangement was further amended to extend the maturity date to May 31, 2013. On May 31, 2013, the borrowing arrangement was amended to extend the maturity date to July 31, 2013. During September 2013 the borrowing arrangement was amended effective July 31, 2013 to extend the maturity date to December 31, 2013. In connection to our promissory note issued to The Abell Foundation, we granted The Abell Foundation a security interest in our patents related to OncoVAX®.   

The number of shares issuable pursuant to the Abell Warrants was originally determined based upon a fixed amount of $500,000 divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing (defined as a round that raised at least $20 million). In connection with February 2012 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $800,000. In connection with the January 2013 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $1.1 million and the total proceeds of the next qualifying round of venture capital financing was increased to $35 million. There were no amendments to the Abell Warrants in connection with the April 2013 and May 2013 modifications to the Abell Loan. The Abell Warrants have a contractual term of 10 years and were fully vested upon issuance.

The Abell Warrants represent a fixed obligation that is to be settled through the issuance of a variable number of shares of the Company’s common stock. Consistent with the provisions of ASC Topic 480, Distinguishing Liabilities from Equity, the Company has concluded that the Abell Warrants should be accounted for as a liability. The Company is required to record the Abell Warrants at their estimated fair value at the end of each reporting period, with changes in the estimated fair value recorded in the unaudited condensed consolidated statements of operations as a component of (Loss) Gain on Financial Instruments.

As of September 30, 2013 and December 31, 2012, the estimated fair value of the Abell Warrants was $1,158,655 and $831,806, respectively. The Company recorded a (loss)/gain of $(66,633) and $(550,448) representing the change in the fair value of the Abell Warrants for the three months ended September 30, 2013 and 2012, respectively. The Company recorded a (loss)/gain of $51,036 and $(619,654) representing the change in the fair value of the Abell Warrants for the nine months ended September 30, 2013 and 2012, respectively.

Included in the change in the carrying value of the liability at September 30, 2013 is $275,813 representing the grant date fair value of the amended number of shares issuable in connection with the Abell Warrants pursuant to the January 2013 amendments to the Abell Loan. This amount has been included in the determination of the loss resulting from the deemed extinguishment of the Abell Loan triggered by the January 2013 amendments. The loss from the deemed extinguishment of the Abell Loan has been included as a component of (Loss) Gain on Financial Instruments in the accompanying unaudited condensed consolidated statement of operations.

Effective July 31, 2013, the Company and the Abell agreed to amend the Abell Note (the “July Amendment”). In connection with the July Amendment, the Company and Abell also amended the terms and conditions of the Warrant. In addition to the continuation of the “fixed for variable” feature, if the Company has not repaid the outstanding debt in full by specified dates between July 31, 2013 and December 31, 2013, the Company will be required to issue additional warrants for incremental shares (“Contingent Warrants”). More specifically, if the debt remains outstanding as of August 31, September 30, October 31, November 30, or December 31, the Warrant will be exercisable into the number of shares as described above plus an additional 20,000, 40,000, 60,000, 80,000 and 100,000 respectively. It is understood that the exercise price related to the Contingent Warrants will be the same as that for those warrants subject to the Fixed for Variable provisions – that is it will depend upon a value equal to 85% of the lowest price paid a qualified future raise of equity capital.

The Contingent Warrants provide for the issuance of a fixed number of shares that are known at inception. The Contingent Share warrants are not considered a derivative as they are considered indexed to the Company’s own stock as defined by ASC 815-40. As a result, the value assigned to the Contingent Shares warrants has been classified within stockholders’ equity. The outstanding debt was not repaid in full by either August 31, 2013 or September 30,2013 and 20,000 and 40,000 warrants were issued to Abell. The warrants were valued using the Black-Scholes method, and for the three months ending September 30, 2013 approximately $314,000 was included in interest expense.

Abell Investment Option

On January 16, 2013, the Company entered into an investment agreement with Abell under which Abell was granted an option to acquire up to $5.0 million of common stock of the Company (the “Abell Option”). The number of shares to be issued will be based on the lowest price paid by any purchaser of shares in a subsequent round of equity financing meeting certain conditions defined in the agreement. Abell cannot exercise its rights to purchase any stock unless the Company has received $25.0 million dollars pursuant to the equity lines with Kodiak described in Note 5 and an additional $10.0 million from investors other than Kodiak. The term of the agreement and Abell’s right to exercise is perpetual.

The Abell Option represents a fixed obligation that is to be settled through the issuance of a variable number of shares of the Company’s common stock. Consistent with the provisions of ASC Topic 480, the Company has concluded that the Abell Option should be accounted for as a liability and should be recorded as the conditions necessary to trigger the holders rights to exercise are considered by management to be probable of occurring as of September 30, 2013. The Company is required to record the Abell Option at its estimated fair value at the end of each reporting period. The Company recorded the grant date fair value as a component of general and administrative expenses. Changes in the estimated fair value of the Abell Option will be recorded in the unaudited condensed consolidated statements of operations as a component of (Loss) Gain on Financial Instruments.

As of September 30, 2013, the estimated value of the Abell Option is $6,761,366, which the Company has recorded as a liability. The Company has classified the carrying value of the Abell Option in Financial instruments in the accompanying unaudited condensed consolidated balance sheet. The Company has recorded a loss of $227,273 and $806,821 for the three and nine months ended September 30, 2013, representing the change in the fair value of the Abell Option. The initial value assigned to the Abell Option of $5,954,545 was recorded as a component of General & Administrative expense for the three months ended March 31, 2013.

Derivative Financial Instruments

The Company may enter into transactions that represent free-standing or embedded derivative financial instruments as those terms are defined in ASC Topic 815 Derivatives and Hedging (“Topic 815”). The Company records the estimated fair value of derivative financial instruments in its consolidated balance sheets and records changes in the estimated fair value of derivative financial instruments as income or expense in its consolidated statements of operations.

Round C Warrants

From October 2012 through December 2012, and then again from January 2013 through September 2013, the Company issued warrants to certain investors in the common stock of the Company (the “Round C Warrants”). Round C Warrants to acquire 59,439 shares of common stock were issued in 2012 and Round C Warrants to acquire 222,096 shares of common stock were issued for the nine months ended September 30, 2013. The Round C Warrants have an exercise price of $6.05, a contractual term of 5 years and were fully vested upon issuance.

The terms of the Round C Warrants provide for "down-round" anti-dilution adjustments in certain situations whereby the Company sells or issues (a) stock at a price per share less than the exercise price of the Round C Warrants or (b) equity linked financial instruments with an exercise price less than the exercise price of the Round C Warrants. Consistent with the provisions of ASC Topic 815-40, the Round C Warrants are classified as derivative financial instruments. The Company is required to record the estimated fair value of derivative financial instruments at the end of each reporting period, with changes in the estimated fair value of such derivatives recorded in the consolidated statements of operations as a component of (Loss) Gain on Financial Instruments.

As of September 30, 2013 and December 31, 2012, the estimated fair value of the liability associated with the Round C Warrants was $1,084,867 and $230,349, respectively, and is included in Financial Instrument instruments in the accompanying unaudited condensed consolidated balance sheets. The Company has recorded a (loss)/gain of $(67,997) and $(61,929) representing the change in the fair value of the Round C Warrants for the three and nine months ended September 30, 2013, respectively.

2012 Bridge Loan

Between April 2012 and October 2012, the Company entered into transactions with various investors which resulted in the Company raising $1,019,000 from the issuance of unsecured notes payable (collectively the “Bridge Loan”). The Bridge Loan has no contractual maturity date, and is repayable only in the event that the Company closes on a future round of equity financing which results in gross proceeds of at least $20 million. If the Company fails to raise sufficient additional capital, there is no obligation to pay interest or repay any amount borrowed under the Bridge Loan. Should the Company be successful in raising sufficient equity capital, the Company must repay an amount to the investors equal to 2 times the amount originally raised.

The Company has classified the Bridge Loan as a derivative financial instrument, as it meets three qualifying criteria of ASC Topic 815 Derivatives and Hedging (“Topic 815”) including the contractual terms whereby the Company can be required to settle its obligation under the Bridge Loan by transferring cash to investors if and only when sufficient additional capital is raised. As of September 30, 2013, and December 31, 2012, the estimated fair value of the liability associated with the Bridge Loan was $1,080,000 and $1,528,500 respectively, which has been recorded and included in Financial Instruments in the accompanying unaudited condensed consolidated balance sheets.

The change in the carrying value of the Bridge Loan includes a reduction of $838,000 representing the carrying value of the liability, as referenced in Note 9, related to those investors on the date of conversion. In April 2013, the board of directors authorized the Company to offer the investors in the 2012 Bridge Loan, the option to convert the amount otherwise due and payable to them in the event of a successful qualified offering, or $2,038,000, into common stock of the Company, at a per share price equal to that provided in the Round C common stock offering, or $5.50 per share plus 30% warrant coverage. The investors in the Bridge Loan were given until the earlier of May 3, 2013 or the close of the C round.  In order to accommodate all Bridge Loan holders, the total dollar value of common stock issuable in the Round C offering was increased from $11 million to $13 million.

In May 2013, certain investors in the Bridge Loan elected to convert their rights to receive cash under the Bridge Loan into shares of common stock and common stock warrants. The accounts for these investors were increased to 2 times the amount originally invested creating a loss on financial instruments as of June 30, 2013 of $83,800. As a result, the Company issued 152,359 shares of common stock to certain holders of the Bridge Loan that had elected to convert their rights into common stock of the Company. The Company also issued additional Round C Warrants exercisable into 45,705 shares of common stock of the Company, with an exercise price of $6.05 per share.

The Company has recorded a loss of $0 and $389,500 representing the change in the carrying value of the Bridge Loan for the three and nine months ended September 30, 2013, respectively. This loss has been classified in (Loss) Gain on Financial Instruments in the accompanying unaudited condensed consolidated statements of operations.

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Share

Basic loss per share is determined by dividing loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company's outstanding stock warrants, unvested restricted stock and the if-converted method is used to determine the dilutive effect of convertible preferred stock and convertible debt. The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Series AA preferred stock		-		508,018		-		1,220,492
Series B preferred stock		-		5,612,375		-		13,483,495
Convertible debt		85,470		143,885		85,763		143,885
Restricted stock awards		197,465		191,639		197,465		191,639
Warrants		632,658		500,505		627,517		501,849
Stock options		-		-		-		-
Abell Option		281,633		-		278,731		-

XML

Fair Value Measurements (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Liabilities, Fair Value Disclosure, Recurring	$ 10,084,888	$ 2,590,655
Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure, Recurring	10,084,888	2,590,655
Abell Option [Member]
Liabilities, Fair Value Disclosure, Recurring	6,761,366
Abell Option [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure, Recurring	0
Abell Option [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure, Recurring	0
Abell Option [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure, Recurring	6,761,366
Round C Warrants [Member]
Liabilities, Fair Value Disclosure, Recurring	1,084,867	230,349
Round C Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure, Recurring	0	0
Round C Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure, Recurring	0	0
Round C Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure, Recurring	1,084,867	230,349
Bridge Loan [Member]
Liabilities, Fair Value Disclosure, Recurring	1,080,000	1,528,500
Bridge Loan [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure, Recurring	0	0
Bridge Loan [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure, Recurring	0	0
Bridge Loan [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure, Recurring	1,080,000	1,528,500
Abell Warrant [Member]
Liabilities, Fair Value Disclosure, Recurring	1,158,655	831,806
Abell Warrant [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure, Recurring	0	0
Abell Warrant [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure, Recurring	0	0
Abell Warrant [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure, Recurring	$ 1,158,655	$ 831,806

XML

Commitments and Contingencies (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Operating Leases, Rent Expense	$ 37,600	$ 36,700	$ 104,000	$ 78,000
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year	32,819		32,819
Operating Leases, Future Minimum Payments, Due in Two Years	20,358		20,358
Loss Contingency, Estimate of Possible Loss	150,000		150,000
Litigation Settlement, Amount			75,000
Loss Contingency, Accrual, Current	$ 75,000		$ 75,000
Intracel [Member]
Royalty Agreement Payment Terms			Pursuant to the Agreement, the Company agreed to pay Intracel the following royalties on the Net Sales of Colon Cancer Products (as defined): (i) 3% of net sales on the first $350.0 million of Net Sales of Colon Cancer Products occurring in the calendar year; (ii) 4% of net sales of Net Sales of Colon Cancer Products occurring in the calendar year in excess of $350.0 million and up to and including $750.0 million and (iii) 5% of net sales of Net Sales of Colon Cancer Products occurring in the calendar year in excess of $750.0 million.
Organon [Member]
Royalty Agreement Payment Terms			The Company has agreed to pay Organon a royalty of 10% of the Net Sales of OncoVAX (and all other TICE BCG related products, if any) until the Organon Obligation is paid in full, including interest, and 3% for 5 years thereafter.
Royalty Rate			10.00%
Royalty Rate Payment Due, There After			3.00%

XML

Intangible Assets (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
GrossCarrying Amount	$ 84,603,800	$ 84,603,800
Accumulated Amortization	20,202,417	15,174,969
NetCarrying Amount	64,403,751	69,428,831
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
GrossCarrying Amount	84,481,856	84,481,856
Accumulated Amortization	20,117,800	15,093,909
NetCarrying Amount	64,364,056	69,387,947
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
GrossCarrying Amount	121,944	121,944
Accumulated Amortization	84,617	81,060
NetCarrying Amount	$ 37,327	$ 40,884

XML

Agreements with Intracel (Details Textual) (USD $)								1 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Aug. 31, 2012	Dec. 31, 2012 Series B Preferred Stock [Member]	Jun. 30, 2010 Series B Preferred Stock [Member]	Dec. 31, 2010 Assets Transfer Agreement [Member] Series B Preferred Stock [Member]	Jun. 30, 2010 Assets Transfer Agreement [Member] Series B Preferred Stock [Member]	Oct. 31, 2007 License Agreement Terms [Member]	Sep. 30, 2013 License Agreement Terms [Member]	Oct. 10, 2007 License Agreement Terms [Member]	Jun. 24, 2010 License Agreement Terms [Member] Series B Preferred Stock [Member]	Jun. 24, 2010 License Agreement Terms [Member] Maximum [Member] Series B Preferred Stock [Member]	Jun. 24, 2010 License Agreement Terms [Member] Common Stock And Series AA Preferred Stock [Member]	Oct. 10, 2007 Trade Payable [Member]	Sep. 30, 2013 Intracel Ltd [Member]	Dec. 31, 2010 Intracel Ltd [Member]	Oct. 10, 2007 Intracel Ltd [Member] Series B Preferred Stock [Member]	Sep. 30, 2013 Stock Holder One [Member]
Agreement [Line Items]
Equity Method Investment, Ownership Percentage	50.00%									10.00%	20.00%	50.00%	10.00%		43.00%	50.00%	20.00%	10.00%
Liabilities Assumed								$ 4,000,000
Settlement Liabilities, Current														450,000
Common Stock, Shares, Issued	31,342,038	30,601,700	236,364						1,506,750
Common Stock, Value, Issued	3,134	3,060							984,000
Equity, Fair Value Disclosure, Total									4,450,000
Preferred Stock, Shares Issued	0	0				10,973,612	3,451,766
Preferred Stock, Value, Issued	$ 0	$ 0		$ 63.1	$ 16,900,000

XML

Contingent Equity Lines of Credit (Details Textual) (Kodiak [Member], Initial Investment Agreement [Member], USD $) In Millions, unless otherwise specified	0 Months Ended	1 Months Ended
	Jul. 08, 2013	Jul. 18, 2012
Line of Credit Facility [Line Items]
Description Of Valuation Of Price Per Share	eighty percent (80%) of the lowest daily volume-weighted average price of the Company’s common stock during the period beginning on the date of the Notice and ending five (5) days thereafter.	eighty percent (80%) of the lowest daily volume-weighted average price of the Company’s common stock during the period beginning on the date of the Notice and ending five (5) days thereafter.
Common Stock Beneficial Ownership Percentage		9.99%
Aggregate Purchase Price Of Common Stock	$ 26.0
Subsequent Open Period [Member]
Line of Credit Facility [Line Items]
Issuance Of Common Stock Aggregate Purchase Price	25
Initial Open Period [Member]
Line of Credit Facility [Line Items]
Aggregate Purchase Price Of Common Stock		$ 1.0

XML

Property and Equipment

9 Months Ended

Sep. 30, 2013

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

6. Property and Equipment

Property and equipment consisted of the following:

	September 30, 2013		December 31, 2012
Machinery and equipment	$	737,617	$	753,769
Automobile		-		3,965
Furniture and fixtures		7,575		6,690
Computers and software		1,928		1,921
		747,120		766,345
Less accumulated depreciation		(659,449)		(658,890)
	$	87,671	$	107,455

The Company recorded depreciation expense of $7,856 and $78,358 for the three months ended September 30, 2013 and 2012, respectively. The Company recorded depreciation expense of $21,280 and $101,429 for the nine months ended September 30, 2013 and 2012, respectively.

XML

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

The following table summarizes information related to warrants outstanding issued to non-employees in exchange for services as of September 30, 2013:

			Weighted Average	Weighted Average
Exercise price	Shares		Remaining Life	Exercise Price
$1.00		705,575	1.30	$	1.00
$5.50		80,000	3.99	$	5.50
Total		785,575

Schedule of Assumptions Used [Table Text Block]

The Company used the following assumptions in estimating the fair value of the employee and non-employee stock options granted in the three and six months ended June 30, 2013:

	Employee			Non-Employee
Volatility		80	%		80	%
Exercise price	$	7.00		$	7.00
Stock price	$	5.75		$	5.75
Risk free interest rate		1.35	%		2.17	%
Dividend yield		0	%		0	%
Expected life (in years)		6.25			10

XML

Notes Payable (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Short-term Debt [Line Items]
Notes Payable, Current	$ 4,995,379	$ 5,300,000
Organon Obligation [Member]
Short-term Debt [Line Items]
Notes Payable, Current	3,500,000	3,500,000
Abell Loan [Member]
Short-term Debt [Line Items]
Notes Payable, Current	$ 1,495,379	$ 1,800,000

XML

Fair Value Measurements

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

9. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction occurring in the most advantageous market. The Company determines fair value based on a hierarchy that priorities valuation techniques used to measure fair value based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources. Unobservable inputs reflect assumptions based on the best information available.

The three levels of the fair value hierarchy are:

Level 1 —	Inputs are quoted prices for identical assets or liabilities in an active market
Level 2 —	Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates and yield curves), and inputs that are derived principally from or corroborated by observable market data correlation or other means
Level 3 —	Inputs that are unobservable and significant to the fair value measurement

The Company is required to record or disclose the fair value of certain assets and liabilities. The fair value guidance described above is used in measuring and recording the fair value of the liability associated with the Abell Warrants, and the fair value of the financial derivatives including the Round C Warrants and the Bridge Financing. This fair value guidance also applies to the disclosure of the fair value of financial instruments not otherwise recorded in the Company’s consolidated balance sheet at fair value.

The Company’s financial instruments measured on a recurring basis using fair value estimates are as follows:

			September 30, 2013
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	1,158,655	$	-	$	-	$	1,158,655
Abell Option		6,761,366		-		-		6,761,366
Round C Warrants		1,084,867		-		-		1,084,867
Bridge Loan		1,080,000		-		-		1,080,000
	$	10,084,888	$	-	$	-		10,084,888

			December 31, 2012
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	831,806	$	-	$	-	$	831,806
Round C Warrants		230,349		-		-		230,349
Bridge Loan		1,528,500		-		-		1,528,500
	$	2,590,655	$	-	$	-	$	2,590,655

The following is a reconciliation of level 3 fair value measurements for the nine months ended September 30, 2013 and 2012, respectively.

	Abell		Abell				Bridge
	Warrants		Option		Round C Warrants		Loan
Balance, December 31, 2012	$	831,806	$	-	$	230,349	$	1,528,500
Issuance/settlement of securities		275,813		5,954,545		792,589		(838,000)
Fair value change included in earnings		51,036		806,821		61,929		389,500
Balance, September 30, 2013	$	1,158,655	$	6,761,366	$	1,084,867	$	1,080,000

	Abell				Bridge
	Warrants		Round C Warrants		Loan
Balance, December 31, 2011	$	36,940	$	-	$	-
Issuance of securities		79,022		-		969,000
Fair value change included in earnings		619,654		-		484,500
Balance, September 30, 2012	$	735,616	$	-	$	1,453,500

Abell Warrants and Round C Warrants

The fair value of the Abell Warrants and the Round C Warrants are estimated at the end of each reporting period using an option pricing model. More specifically, the Black-Scholes option pricing model was utilized in the valuation of the Abell Warrants and a Monte Carlo simulation methodology was utilized in the valuation of the Round C Warrants. The following assumptions were used to estimate the fair value of the warrants as of September 30, 2013 and December 31, 2012:

	Abell Warrants		Round C Warrants
	September 30,	December 31,	September 30,	December
	2013	2012	2013	31,2012
Volatility	85%	90%	85%	90%
Exercise price	$4.68	$4.68	$6.05	$3.05-$6.96
Stock price	$5.95	$5.71	$5.95	5.71
Risk free interest rate	2.28-2.52%	0.27%	1.03-1.38%	0.68-.072%
Dividend yield	0%	0%	0%	0%
Expected life (in years)	8.1-9.3	9.0	4.1-5.0	4.8-5.0

As described in Note 3 to these unaudited condensed consolidated financial statements, the exercise price of the Abell Warrants is ultimately dependent upon the per share price and size of future rounds of equity financing. The Black-Scholes option pricing model was used to value the Abell Warrants as management believes that it can reasonably estimate the terms and conditions of future equity offerings that would impact the valuation of the Abell Warrants. Management’s ability to estimate these terms is based in part upon the terms and conditions of binding agreements to raise future equity capital in place at the time of each valuation.

As described in Note 3 to these unaudited condensed consolidated financial statements, the Round C Warrants include a form of anti-dilution protection that may result in future adjustments to the terms of the warrants. A Monte Carlo simulation approach was used to value the Round C Warrants since the terms are subject to adjustment based on future issuances of the Company’s stock. This approach incorporates a range of simulated future stock prices to derive the range of potential exercise prices used as inputs to the model.

Because of the inherent subjectivity in the assumptions used to estimate the fair value of the Abell Warrants and the Round C Warrants, the Company considers the derived fair value to have been determined using Level 3 inputs.

Significant changes to the assumptions used in the Company’s model would result in changes in the fair value of the Abell Warrants and the Round C Warrants.

Abell Option

As described in Note 3 to these unaudited condensed consolidated financial statements, the number of shares issuable under the Abell Option is dependent upon the lowest price paid for shares in a future qualified round of equity financing. Management has valued the Abell Option based upon an estimate of the fair value of the Company’s underlying stock because management believes it can reasonably estimate the occurrence and the terms of the future equity offering necessary to trigger Abell’s right to exercise the option and establish an exercise price, and because the right to exercise the option has no expiration. Given the perpetual exercise right, the Company believes it is reasonable to consider the shares issuable under the Abell Option as common stock equivalents.

As of January 16, 2013, the date of issuance for the Abell Option, the Company reasonably expected the undiscounted common stock price issuable under the Subsequent Financing Agreement (see Note 5) to be $5.50 per share, discounted to $4.40 per share. Therefore, the $5 million investment divided by the discounted share price of $4.40 yielded an option for 1,136,364 shares.

Since the Abell Option is perpetual, each option share has a value of the underlying common stock share or $5.24 per share as of date of issuance. The $5.24 per share value results in an aggregate value of approximately $5.95 million. This value will be adjusted at the end of each reporting period, based on the valuation of the underlying common stock. The gain or loss on the value of the Abell Option will be recorded on the financial statements as a Gain or Loss on Financial Instruments.

Because of the inherent subjectivity in the assumptions used to estimate the fair value of the Company’s common stock, the Company considers the derived fair value to have been determined using Level 3 inputs.

Significant changes to the assumptions used in the Company’s model would result in changes in the fair value of the Abell Option.

Bridge Loan

The estimated fair value of the Bridge Loan was determined based upon the present value of probability weighted cash flows, using assumptions about the timing and amount of future cash flows and discount rates that management considers to be appropriate in the circumstances. Because of the inherent subjectivity in management’s assumptions, the Company considers the derived fair value to have been determined using Level 3 inputs.

Significant changes to the assumptions used in the Company’s model would result in changes in the fair value of Bridge Loan.

Disclosure of the Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, and accounts payable, are carried at amounts that approximate their fair values due to the short term nature of these financial instruments. The fair value of the Abell Loan approximates its carrying value due to the short term nature of the Abell Loan’s maturity. The fair value of the Organon Obligation approximates its carrying value as the note is due on demand.

XML

Contingent Equity Lines of Credit

9 Months Ended

Sep. 30, 2013

Line of Credit Facility [Abstract]

Contingent Equity Lines Of Credit [Text Block]

5. Contingent Equity Lines of Credit

Initial Equity Line of Credit

On July 18, 2012, the Company entered into an Investment Agreement (“Initial Investment Agreement”) with Kodiak Capital Group, LLC (“Kodiak”). The Investment Agreement provides the Company an equity line whereby the Company can issue and sell to Kodiak, from time to time, shares of the Company’s common stock up to an aggregate purchase price of $1.0 million (the “Initial Kodiak Shares”) during the Initial Open Period (as defined below). Under the terms of the Investment Agreement, the Company has the right to deliver from time to time a written notice (the “Notice”) to Kodiak stating the dollar amount of Initial Kodiak Shares the Company intends to sell to Kodiak with the price per share based on the following formula: eighty percent (80%) of the lowest daily volume-weighted average price of the Company’s common stock during the period beginning on the date of the Notice and ending five (5) days thereafter.Under the Initial Investment Agreement, the Company may not deliver the Notice until the Company becomes quoted or listed on a Principal Market (as defined in the Initial Investment Agreement, which includes the Over-the-Counter (“OTC”) Bulletin Board and the OTC Market Group’s OTC Link quotation system) (the “Effective Date”). Additionally, provided that the Investment Agreement does not terminate earlier, the Company has a twelve (12) month period, beginning on the trading day immediately following the Effective Date, during which it may deliver the Notice or Notices to Kodiak (the “Initial Open Period”). In addition, the Company cannot submit a new Notice until the closing of the previous Notice, and in no event shall Kodiak be entitled to purchase that number of Initial Kodiak Shares which when added to the sum of the number of shares of common stock already beneficially owned by Kodiak would exceed 9.99% of the number of shares of common stock outstanding on the applicable closing date.

The Initial Investment Agreement also provides that the Company shall not be entitled to deliver a Notice and Kodiak shall not be obligated to purchase any Initial Kodiak Shares unless each of the following conditions are satisfied: (i) at all times during the period beginning on the date of the Notice and ending on the date of the related closing, the Company’s common stock has been listed on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive trading days during the Open Period; (ii) the Company has complied with its obligations and is otherwise not in breach of or in default under the Initial Investment Agreement, or any other agreement executed in connection therewith; (iii) no injunction has been issued and remains in force, and no action has been commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Initial Kodiak Shares; and (iv) the issuance of the Shares will not violate any shareholder approval requirements of the market or exchange on which the Company’s common stock are principally listed.

The Investment Agreement will terminate when any of the following events occur: (i) Kodiak has purchased an aggregate of $1.0 million of the Company’s common stock, (ii) on the date which is twelve months (12) months following the effectiveness of the registration statement, or (iii) upon written notice from the Company to Kodiak. Similarly, the Initial Investment Agreement, may, at the option of the non-breaching party, terminate if Kodiak or the Company commits a material breach, or becomes insolvent or enters bankruptcy proceedings.

On May 13, 2013 Vaccinogen and Kodiak Capital Group, LLC terminated the Initial Equity Line of Credit as discussed above. The additional agreement with Kodiak discussed below was unaffected by this termination.

Subsequent Equity Line of Credit

On July 18, 2012, the Company entered into an Investment Agreement, as amended by that Amendment to Investment Agreement dated July 8, 2013 (“Subsequent Investment Agreement”) with Kodiak. The Subsequent Investment Agreement provides the Company an equity line (the “Subsequent Financing”) whereby the Company can issue and sell to Kodiak, from time to time, shares of the Company’s common stock up to an aggregate purchase price of $25 million (the “Subsequent Kodiak Shares”) during the Subsequent Open Period (as defined below). Under the terms of the Subsequent Investment Agreement, the Company has the right to deliver from time to time a Notice to Kodiak stating the dollar amount of Subsequent Kodiak Shares the Company intends to sell to Kodiak with the price per share based on the following formula: eighty percent (80%) of the lowest daily volume-weighted average price of the Company’s common stock during the period beginning on the date of the Notice and ending five (5) days thereafter. Under the Subsequent Investment Agreement, the Company may not deliver the Notice until after the resale of the Subsequent Kodiak Shares has been registered pursuant to a registration statement filed with the Securities and Exchange Commission. Additionally, provided that the Subsequent Investment Agreement does not terminate earlier, the Company the period, beginning on the trading day immediately following the effectiveness of the registration statement and ending on the 18-month anniversary of the original execution date, during which it may deliver the Notice or Notices to Kodiak (the “Subsequent Open Period”). In addition, the Company cannot submit a new Notice until the closing of the previous Notice, and in no event shall Kodiak be entitled to purchase that number of Subsequent Kodiak Shares which when added to the sum of the number of shares of common stock already beneficially owned by Kodiak would exceed 9.99% of the number of shares of common stock outstanding on the applicable closing date.

The Subsequent Investment Agreement also provides that the Company shall not be entitled to deliver a Notice and Kodiak shall not be obligated to purchase any Subsequent Kodiak Shares unless each of the following conditions are satisfied: (i) a registration statement has been declared effective and remains effective for the resale of the Subsequent Kodiak Shares until the closing with respect to the subject Notice; (ii) at all times during the period beginning on the date of the Notice and ending on the date of the related closing, the Company’s common stock has been listed on the Principal Market as defined in the Subsequent Investment Agreement (which includes, among others, the Over-the-Counter Bulletin Board and the OTC Market Group’s OTC Link quotation system) and shall not have been suspended from trading thereon for a period of two (2) consecutive trading days during the Open Period; (iii) the Company has complied with its obligations and is otherwise not in breach of or in default under the Subsequent Investment Agreement, the Registration Rights Agreement or any other agreement executed in connection therewith; (iv) no injunction has been issued and remains in force, and no action has been commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Subsequent Kodiak Shares; and (v) the issuance of the Shares will not violate any shareholder approval requirements of the market or exchange on which the Company’s common stock are principally listed.

The Subsequent Investment Agreement will terminate when any of the following events occur: (i) Kodiak has purchased an aggregate of $26 million of the Company’s common stock, (ii) on January 18, 2014 the date which is eighteen months (18) months following the original execution date of the Investment Agreement, or (iii) upon written notice from the Company to Kodiak. Similarly, this Subsequent Investment Agreement, may, at the option of the non-breaching party, terminate if Kodiak or the Company commits a material breach, or becomes insolvent or enters bankruptcy proceedings.

XML

Condensed Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows From Operating Activities
Net loss	$ (17,129,668)	$ (9,488,393)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	21,280	101,429
Amortization of intangible assets	5,027,447	5,024,517
Loss on financial instruments	1,585,099	1,104,154
Stock based compensation	24,108	0
Other Stock bases expense	5,954,545	0
Warrants issued for services	0	312,735
Non-cash interest expense	314,604	142,352
Changes in operating assets and liabilities, net:
Changes in restricted cash	(448)	(448)
Prepaid expenses and other assets	(38,106)	(30,265)
Accrued interest	(76,255)	197,398
Accounts payable and accrued expenses and other liabilities	1,298,885	1,208,029
Net Cash Used In Operating Activities	(3,018,509)	(1,428,492)
Cash Flows From Investing Activities
Purchases of property and equipment	(5,310)	(138,175)
Net Cash Used In Investing Activities	(5,310)	(138,175)
Cash Flows From Financing Activities
(Repayments of) Proceeds from Abell loan	(304,621)	300,000
Proceeds from 2012 Bridge Loan	0	969,000
Proceeds from related party notes payable	0	199,729
Proceeds from issuance of common stock and warrants	3,233,887	0
Net Cash Provided by Financing Activities	2,929,266	1,468,729
Impact of foreign currency translation on cash and cash equivalents	40,782	(124,307)
Net Decrease in Cash and Cash Equivalents	(53,771)	(222,245)
Cash and Cash Equivalents, beginning of period	113,840	236,681
Cash and Cash Equivalents, end of period	$ 60,069	$ 14,436

XML

Stock-Based Compensation (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2013
Employee [Member]
Volatility	80.00%
Exercise price	$ 7.00
Stock price	$ 5.75
Risk free interest rate	1.35%
Dividend yield	0.00%
Expected life (in years)	6 years 3 months
Non Employee [Member]
Volatility	80.00%
Exercise price	$ 7.00
Stock price	$ 5.75
Risk free interest rate	2.17%
Dividend yield	0.00%
Expected life (in years)	10 years

XML

Fair Value Measurements (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended
	Jan. 16, 2013	Sep. 30, 2013
Shares Issued, Price Per Share	$ 5.50	$ 5.24
Discounted Share Price Per Share	$ 4.40
Investment Owned, Face Amount	$ 5
Yielded Number Of Shares	1,136,364
Aggregate Value Of Amount Resulted From Issuance Of Stock ,Shares		$ 5.95

XML

Summary of Significant Accounting Policies (Details 1)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Series AA preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	508,018	0	1,220,492
Series B Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	5,612,375	0	13,483,495
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	85,470	143,885	85,763	143,885
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	197,465	191,639	197,465	191,639
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	632,658	500,505	627,517	501,849
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0	0	0
Abell Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	281,633	0	278,731	0

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

12. Commitments and Contingencies

Leases

The Company leases office space, a manufacturing facility, and equipment under operating leases expiring in 2013. In addition, the Company leases storage facilities on a month to month basis. The Company recorded rent expense of approximately $37,600 and $36,700 for the three months ended September 30, 2013 and 2012, respectively. The Company recorded rent expense of approximately $104,000, and $78,000 for the nine months ended September 30, 2013 and 2012, respectively.

Minimum future rental payments under non-cancelable operating leases, including amendments to leases entered through the date the financial statements were available to be issued, total $32,819 and $20,358 for 2013 and 2014 respectively.

Royalty Agreement with Intracel

Pursuant to the Agreement, the Company agreed to pay Intracel the following royalties on the Net Sales of Colon Cancer Products (as defined): (i) 3% of net sales on the first $350.0 million of Net Sales of Colon Cancer Products occurring in the calendar year; (ii) 4% of net sales of Net Sales of Colon Cancer Products occurring in the calendar year in excess of $350.0 million and up to and including $750.0 million and (iii) 5% of net sales of Net Sales of Colon Cancer Products occurring in the calendar year in excess of $750.0 million.

Royalty Agreement with Organon

The Company has agreed to pay Organon a royalty of 10% of the Net Sales of OncoVAX® (and all other TICE BCG related products, if any) until the Organon Obligation is paid in full, including interest, and 3% for 5 years thereafter.

Litigation

The Company may be subject to certain claims arising in the ordinary course of business. The Company and a vendor are in dispute over amounts owed for services performed. A demand has been presented to the Company in the amount of approximately $150,000. Management believes the vendor did not perform under the terms of the contract and contends that no amounts are due to the vendor. Management has offered to settle the matter for $75,000 to be paid upon the Company acquiring additional financing and has accrued $75,000 in the accompanying financial statements.

XML

Notes Payable

9 Months Ended

Sep. 30, 2013

Notes Payable [Abstract]

Short-term Debt [Text Block]

8. Notes Payable

Notes payable are as follows:

	September 30,  2013		December 31, 2012
Organon Obligation	$	3,500,000	$	3,500,000
Abell Loan		1,495,379		1,800,000
	$	4,995,379	$	5,300,000

Organon Obligation

Organon, currently owned by Merck & Co, Inc., manufactures a key component used with the OncoVAX® technology. In 2007, in conjunction with the Agreement with Intracel, the Company assumed $4.0 million of related liabilities from Intracel due to Organon (“Organon Obligation”). Of the $4.0 million due to Organon, $500,000 was paid at the time of the Agreement. The remaining $3.5 million was due in installments with an additional $500,000 (plus accrued interest) payable the first year but no later than one year after the agreement date of October 31, 2007. Organon may elect to receive this first $500,000 installment in stock. Commencing one year after the earlier of the first marketing approval of OncoVAX® by the United States Food and Drug Administration or the European Medicines Agency or October 31, 2007, Vaccinogen would make an annual payment of $1.0 million to Organon until repayment of the entire liability amount. The obligation accrued interest based on a simple annual interest rate based on the US prime lending rate, which was 3.25% as of September 30, 2013. Interest expense related to this agreement was $28,438 for both the three months ended September 30, 2013 and 2012, respectively. Interest expense related to this agreement was $85,314 for both the nine months ended September 30, 2013 and 2012, respectively. This obligation was secured by the OncoVAX® Intellectual Property. While the Company has not paid the installment due one year after the Agreement, no event of default has been declared by Organon or its successors including Merck & Co, Inc. Due to the right to declare an event of default and to accelerate all amounts owed on this obligation, all amounts owed under the Agreement have been classified as current in the accompanying unaudited condensed consolidated balance sheets. If an event of default were declared, the Company would need to pay the principal payment of $500,000 plus accrued interest, which as of September 30, 2013 was approximately $118,000 within 45 days in order to cure such default.

Abell Loan

On October 26, 2011, the Company obtained a $1.5 million working capital loan from The Abell Foundation Inc. (“Abell”). The Abell Loan was originally due on April 26, 2012, with 8% simple interest accruing and payable on the maturity date. On February 16, 2012, Vaccinogen received an additional $300,000, thereby increasing the amount outstanding to $1.8 million. In January 2013, the maturity of the Abell Loan was extended to March 31, 2013. In April 2013, the borrowing arrangement was further amended to extend the maturity date to May 31, 2013. On May 31, 2013, the borrowing arrangement was amended to extend the maturity date to July 31, 2013, at which time all principal plus accrued interest is due in full. During September 2013 the borrowing arrangement was amended effective July 31, 2013 to extend the maturity date to December 31, 2013.  In connection to our promissory note issued to The Abell Foundation, we granted The Abell Foundation a security interest in our patents related to OncoVAX®.   

The 2012 amendment to the Abell Loan was accounted for as a modification, the January 2013 amendment was accounted for as an extinguishment, and the April 2013, May 2013 and July 2013 amendments were accounted for as modifications, as those terms are defined under ASC Topic 470-50, Debt, Modifications and Extinguishments.

No costs or expenses were incurred by the Company in connection with the April 2013 or May 2013 extensions. The July amendment requires for the issuance of a fixed number of shares at various points in time known as Contingent Share Warrants. The Contingent Share Warrants are not considered a derivative as they are considered indexed to the Company’s own stock as defined by ASC 815-40. As a result, the value assigned to the Contingent Share Warrants has been classified within stockholders’ equity. The outstanding debt was not repaid in full by either August 31, 2013 or September 30,2013 and 20,000 and 40,000 warrants were issued to Abell. The warrants were valued using the Black-Scholes method, and for the three and nine months ending September 30, 2013 approximately $314,000 was included in interest expense.

Payments of amounts due are required prior to the maturity date based on a percentage of proceeds received from the Company’s subsequent equity financing transactions, as outlined in the agreement. The Abell Loans are secured by all accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, inventory, investment property and letter of credit rights.

Under the terms of the loan, in the event of default, the interest rate increases to 10% per annum. The Company recorded interest expense related to the Abell Loan of $346,717 and $36,400 for the three months ended September 30, 2013 and 2012, respectively. Interest expense under the Abell Loan was $418,757 and $69,667 for the nine months ended September 30, 2013 and 2012, respectively.

As described in Note 3 to these unaudited condensed consolidated financial statements, in connection with the Abell Loan and the various amendments, the Company issued the Abell Warrants which are exercisable into common stock of the Company. The number of shares into which the Abell Warrants are exercisable was revised with each amendment to the Abell Loan and is ultimately equal $1.1 million divided by 85% of the purchase price per share of stock sold in the Company’s next venture capital financing resulting in proceeds of not less than $35.0 million.

The fair value of the Abell Warrants issued in connection with the Abell Loan in 2011 and subsequent amendment in February 2012 were recorded upon issuance as a debt discount based upon the estimated fair value and were amortized as additional interest expense through the original maturity date. The Company recorded additional interest expense of $0 and $73,527 related to the amortization of debt discount for the three months ended September 30, 2013 and 2012, respectively. The Company recorded additional interest expense of $0 and $142,352 related to the amortization of debt discount for the nine months ended September 30, 2013 and 2012, respectively.

The fair value of the Abell Warrants issued in connection with the January 2013 amendment to the Abell Loan of $275,813 were included in the determination of the loss associated with the deemed extinguishment of the Abell Loan at that time. That loss has been classified within (Loss) Gain on Financial instruments in the accompanying unaudited condensed consolidated statements of operations for the nine months ended September 30, 2013.

XML

Subsequent Events

9 Months Ended

Sep. 30, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

15. Subsequent Events

The Company has evaluated subsequent events through the date these financial statements were filed.

For the period of October 1, 2013, to November 13, 2013, the Company raised $ 331,546 of capital from the issuance of 60,281 shares of common stock and Round C Warrants exercisable into 18,084 shares of common stock.

On October 29, 2013 the Vaccinogen Board of Directors by Unanimous Written Consent extended until December 31, 2013 the Round C current offering of up to 2,370,546 units of common stock and warrants.

On October 31, 2013 the S-1 registration statement filed with the Securities & Exchange Commission became effective. Concurrent with the effectiveness of the registration statement, holders of the Round C offering will be issued additional shares to reflect the difference between the $5.50 Round C offering price and the market price of $5.35 on the date of effectiveness. New investors will also be issued the additional shares.

XML

Related Party Transactions

9 Months Ended

Sep. 30, 2013

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

13. Related Party Transactions

Vaccinogen’s chief executive officer is a minority shareholder of Intracel and currently, holds less than 1% interest in Intracel.

On April 15, 2012, Intracel provided an unsecured note payable in the amount of $30,000. The note is unsecured, non-interest bearing, and becomes due on the date on which a minimum equity raise of $1.0 million occurs. Currently the note is in default. The carrying value of the note payable to Intracel is included in related party payable in the accompanying unaudited condensed consolidated financial statements as of September 30, 2013.

In 2012, an executive of the Company loaned the Company $10,000. As of September 30, 2013, the balance due of $4,099 is past due and in default. The carrying value of this amount due to the Company executive is included in related party payable in the accompanying unaudited condensed consolidated financial statements as of September 30, 2013.

As discussed in Note 10, on February 14, 2012, a member of the board of directors of the Company, agreed to loan the Company money to pay one of the Company’s vendors an outstanding amount of $169,729. The Company subsequently issued to this board member 30,860 shares of common stock and a Round C Warrant exercisable into 9,258 shares of common stock of the Company.

XML

Document And Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 13, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Trading Symbol	VGEN
Entity Common Stock, Shares Outstanding		31,430,352
Entity Registrant Name	VACCINOGEN INC
Entity Central Index Key	0001453001
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company

XML

Supplemental Disclosure of Cash Flow Information

9 Months Ended

Sep. 30, 2013

Supplemental Cash Flow Elements [Abstract]

Cash Flow, Supplemental Disclosures [Text Block]

14. Supplemental Disclosure of Cash Flow Information

For the three months ended September 30, 2013 and 2012, the Company made interest payments of $33,117 and $0, respectively. For the nine months ended September 30, 2013 and 2012, the Company made interest payments of $267,331 and $2,785, respectively.

In May 2013, the Company issued 152,359 shares of common stock to certain holders of the 2012 Bridge Loan that had elected to convert their rights, with a value of $838,000, into common stock of the Company. The Company also issued additional Round C Warrants exercisable into 45,705 shares of common stock of the Company, with an exercise price of $6.05 per share.