10-Q/A 1 v361668_10qa.htm FORM 10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

xQUARTERLY 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)