10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2014

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

For the transition period from ___________ to _____________

Commission File Number: 0-54997

VACCINOGEN, inc.

(Name of small business issuer 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, including zip code)

Registrant’s telephone number, including area code: (301) 668-8400

___________________

Indicate by check mark whether the registrant(1) has filed all reports required 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 day. x Yes ¨ 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).

x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an 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 if the Exchange Act.

Large accelerated filter	¨	Accelerated filter ¨
Non-accelerated filter	¨ (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 10, 2014, 34,027,593 shares of our common stock were issued and outstanding.

VACCINOGEN, INC.

FORM 10-Q

September 30, 2014

TABLE OF CONTENTS

		Page
PART I— FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of  September 30, 2014 and December 31, 2013	3
	Unaudited Condensed Consolidated Statements of Operations For the three and nine months ended September 30, 2014 (unaudited) and September 30, 2013	4
	Unaudited Condensed Consolidated Statements of Comprehensive Loss For the three and nine months ended September 30, 2014 and September 30, 2013	5
	Unaudited Condensed Consolidated Statement of Changes in Stockholder’s Equity For the nine months ended September 30, 2014	6
	Unaudited Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2014 and September 30, 2013	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8-31
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4	Control and Procedures	45
PART II— OTHER INFORMATION
Item 1	Legal Proceedings	45
Item 1A	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	47
SIGNATURES		49

2

ITEM 1. FINANCIAL INFORMATION

VACCINOGEN INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

	September 30, 2014			December 31, 2013
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	2,588,583		$	73,096
Restricted cash		41,205			44,394
Inventory		99,250			100,150
Prepaid expenses and other current assets		1,969,802			115,522
Total Current Assets		4,698,840			333,162
Property and equipment, net		179,737			198,790
Deferred costs		26,182			-
Intangible assets, net		57,698,107			62,725,559
Total Assets	$	62,602,866		$	63,257,511
Liabilities and Stockholders' Equity
Current Liabilities
Financial instruments	$	3,500,814		$	11,794,790
Notes payable		3,500,000			4,831,217
Accounts payable		1,926,952			3,357,287
Accrued interest		959,454			863,637
Accrued expenses and other liabilities		870,379			639,448
Accrued compensation		567,842			1,108,541
Related party payable		-			54,099
Total Current Liabilities		11,325,441			22,649,019
Total Liabilities		11,325,441			22,649,019
Commitments and Contigencies
Stockholders' Equity
Preferred stock, $0.0001 par value: 50,000,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock,  $0.0001 par value; 200,000,000  shares authorized; 34,027,593 and 31,568,629 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively.		3,403			3,157
Additional paid-in capital		160,257,271			143,920,855
Accumulated other comprehensive loss		(44,598	)		(36,199	)
Accumulated deficit		(108,938,651	)		(103,279,321	)
Total Stockholders' Equity		51,277,425			40,608,492
Total Liabilities and Stockholders' Equity	$	62,602,866		$	63,257,511

See accompanying notes to unaudited condensed consolidated financial statements.

3

VACCINOGEN INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

	Three Months ended September 30,						Nine Months ended September 30,
	2014			2013			2014			2013
Revenues	$	-		$	-		$	-		$	-
Operating Expenses:
Research and Development		2,698,152			2,145,358			6,820,980			6,335,026
General and administrative expenses		1,702,609			728,357			3,397,378			8,701,048
Total Operating Expenses		4,400,761			2,873,715			10,218,358			15,036,074
Loss From Operations		(4,400,761	)		(2,873,715	)		(10,218,358	)		(15,036,074	)
Gain (Loss) on Financial Instruments		1,772,196			(361,903	)		6,516,834			(1,585,099	)
Interest Expense and Other Expenses		(229,528	)		(371,475	)		(1,957,806	)		(508,495	)
Net Loss	$	(2,858,093	)	$	(3,607,093	)	$	(5,659,330	)	$	(17,129,668	)
Provision for income taxes		-			-			-			-
Net Loss available to common stockholders	$	(2,858,093	)	$	(3,607,093	)	$	(5,659,330	)	$	(17,129,668	)
Net loss per Common Share
Basic	$	(0.09	)	$	(0.12	)	$	(0.18	)	$	(0.55	)
Diluted	$	(0.14	)	$	(0.12	)	$	(0.38	)	$	(0.55	)
Weighted average shares outstanding
Basic		32,959,051			31,275,037			32,127,883			30,974,242
Diluted		32,959,051			31,275,037			32,127,883			30,974,242

See accompanying notes to unaudited condensed consolidated financial statements.

4

VACCINOGEN INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive Loss

	Three Months ended September 30,						Nine Months ended September 30,
	2014			2013			2014			2013
Comprehensive Loss
Net loss	$	(2,858,093	)	$	(3,607,093	)	$	(5,659,330	)	$	(17,129,668	)
Foreign currency translation adjustments		(11,432	)		(2,376	)		(8,399	)		32,242
Total Comprehensive Loss	$	(2,869,525	)	$	(3,609,469	)	$	(5,667,729	)	$	(17,097,426	)

See accompanying notes to unaudited condensed consolidated financial statements.

5

VACCINOGEN INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Nine Months Ended September 30, 2014

	Stockholders' Equity
	Common Stock									Accumulated Other			Total
	Shares		Amount		Additional Paid- In Capital		Accumulated Deficit			Comprehensive Loss			Stockholders' Equity
Balance, January 1, 2014		31,568,629	$	3,157	$	143,920,855	$	(103,279,321	)	$	(36,199	)	$	40,608,492
Issuance of common stock  for cash		2,398,216		240		10,900,861		-			-			10,901,101
Investment option reclassification		-		-		3,168,224		-			-			3,168,224
Contingent Warrants		-		-		1,818,642		-			-			1,818,642
Conversion of 2012 Bridge Loan for common stock		56,075		6		227,933		-			-			227,939
Stock-based compensation and warrants issued
for services		-		-		201,789		-			-			201,789
Conversion of payable to common stock		4,673		-		18,967		-			-			18,967
Other comprehensive loss		-		-		-		-			(8,399	)		(8,399	)
Net Loss		-		-		-		(5,659,330	)		-			(5,659,330	)
Balance, September 30, 2014		34,027,593	$	3,403	$	160,257,271	$	(108,938,651	)	$	(44,598	)	$	51,277,425

See accompanying notes to unaudited condensed consolidated financial statements.

6

VACCINOGEN INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

Nine Months ended September 30,	2014			2013
Cash Flows From Operating Activities
Net loss	$	(5,659,330	)	$	(17,129,668	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		36,823			21,280
Amortization of intangible assets		5,027,451			5,027,447
(Gain) Loss on financial instruments		(6,516,834	)		1,585,099
Other stock based expense		-			5,954,545
Stock based compensation - employees		54,159			24,108
Warrants issued for services		147,630			-
Non-cash interest expense		1,818,642			314,604
Changes in operating assets and liabilities, net:
Accrued interest		95,818			(76,255	)
Changes in restricted cash		(133	)		(448	)
Prepaid expenses and other assets		(1,751,887	)		(38,106	)
Accounts payable and accrued expenses and other liabilities		(1,853,291	)		1,298,885
Net Cash Used In Operating Activities		(8,600,952	)		(3,018,509	)
Cash Flows From Investing Activities
Purchases of property and equipment		(10,213	)		(5,310	)
Net Cash Used In Investing Activities		(10,213	)		(5,310	)
Cash Flows From Financing Activities
Repayments of Abell Loan		(1,331,218	)		(304,621	)
Repayments of related party notes payable		(54,099	)		-
Proceeds from issuance of common stock and warrants net of issuance costs		12,458,880			3,233,887
					.
Net Cash Provided by Financing Activities		11,073,563			2,929,266
Impact of foreign currency translation on cash and cash equivalents		53,089			40,782
Net Increase (Decrease) in Cash and Cash Equivalents		2,515,487			(53,771	)
Cash and Cash Equivalents, beginning of period		73,096			113,840
Cash and Cash Equivalents, end of period	$	2,588,583		$	60,069

See accompanying notes to unaudited condensed consolidated financial statements.

7

VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

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. 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®. 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).

During September 2014 three new wholly-owned entities were formed by Vaccinogen, Inc. The three entities are Vaccinogen (US) R&D, Inc. a Delaware corporation; Vaccinogen International Partners, Ltd. a Bermuda partnership and Vaccinogen Bermuda, Ltd., a Bermuda company. These entities have been consolidated by the Company but had no financial transactions that occurred during the period ended September 30, 2014.

The purpose of the entities is to facilitate the global commercialization of OncoVAX® and other products as they are developed and marketed by the Company.

2. Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has recurring losses and as of September 30, 2014, the Company had an accumulated deficit of approximately $108.9 million and negative working capital of approximately $6.6 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. 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 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.

8

VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

The Company does not have sufficient capital to fund its plan of operations over the next twelve months. In order to address its capital needs, including its planned Phase IIIb clinical trial, the Company is actively pursuing additional equity financing, in the form of either a private placement or a public offering. We have been in ongoing discussions with strategic institutional investors and investment banks with respect to such possible offerings.

In April 2014, the Company entered into a binding agreement (as amended, the “TIS Agreement”) with a Stockholm-based investor group known as The Investment Syndicate (“TIS”) under which TIS agreed to purchase up to $80 million of the Company’s common stock. The initial $10 million in equity financing closed in August 2014 following Vaccinogen’s satisfaction of certain closing conditions. The remaining $70 million will be paid in four separate closings upon completion of certain milestones. TIS also has the option to invest an additional $30 million of the Company’s common stock under the same pricing terms as the $80 million financing until February 25, 2015, which if exercised, would result in aggregate gross proceeds of $110 million to the Company under the TIS Agreement.

As of the date hereof, the Company believes it has satisfied the closing conditions to consummate: (a) the second closing under the TIS Agreement (under which TIS is to purchase units for a total of $10,000,000 in our Round C Offering); and (b) the fourth closing under the TIS Agreement (under which TIS is to purchase common stock of the Company for a total of $20,000,000). In late September 2014, the Company verbally notified TIS that it had met the milestone for the second closing and in early October 2014, the Company verbally notified TIS that it had met the milestone with respect to the fourth closing; however, to date, TIS has yet to consummate either the second or fourth closing. The Company has received repeated assurances from a TIS representative that TIS fully intends to meet its obligations under the TIS Agreement. In addition, on November 11, 2014, the Company received a letter from TIS confirming in writing TIS’s confidence that TIS will be in a position to consummate the second closing for $10,000,000 shortly following a TIS member’s receipt of funds from another transaction on or before November 22, 2014 or funding by another TIS member prior to such date. The letter from TIS also indicates a desire on the part of TIS to invest the remaining $60,000,000 shortly after consummation of the second closing (with the final $20,000,000 to be held in escrow pending fulfillment of the milestone contained in the TIS Agreement relating to the first patient receiving the first three doses of OncoVAX, with positive results). Notwithstanding these verbal and written assurances from TIS, the Company has been unable to verify the validity of the TIS assurances or the availability of the funds TIS anticipates using to satisfy its obligations.

Adequate financing opportunities might not be available to the Company, when and if needed, on acceptable terms or at all. If the Company is unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances or if the Company fails to consummate the additional closings under the TIS Agreement, the Company’s operating results and prospects will be adversely affected.

9

VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013, respectively include the accounts of Vaccinogen, Inc. and its subsidiaries 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 therefore should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2013, filed with the SEC on March 28, 2014.

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, 2014 are not necessarily indicative of the results to be expected for the full year.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Vaccinogen, Inc. and its wholly-owned subsidiaries, Vaccinogen BV (a company incorporated in the Netherlands); Vaccinogen (US) R&D, Inc.; Vaccinogen International Partners, LP; and Vaccinogen Bermuda, Ltd. All intercompany balances and transactions have been eliminated in consolidation.

New Accounting Standards

In September 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this Update define when and how companies are required to disclose going concern uncertainties, which must be evaluated each interim and annual period.  Specifically, the ASU requires management to determine whether substantial doubt exists regarding the entity’s going concern presumption. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). If substantial doubt exists, certain disclosures are required; the extent of those disclosures depends on an evaluation of management’s plans (if any) to mitigate the going concern uncertainty. The new standard applies prospectively, to annual periods ending after December 15, 2016, and to annual and interim periods thereafter.  Early adoption is permitted.  The company is currently evaluating the potential impact the new standard will have on its financial statements.

10

VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Use of Estimates

The preparation of unaudited condensed consolidated 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 and the Netherlands.

Cash and cash equivalents in the United States are maintained at financial institutions and, at times, balances may exceed federally insured limits. All non-interest bearing cash balances were fully insured to $250,000 per depositor at each financial institution, and noninterest bearing cash balances may again exceed federally insured limits.

Cash and cash equivalents in The Netherlands are maintained at a financial institution and, at times, balances may exceed insured limits. Insurance coverage is limited to 100.000€ for all company accounts at each financial institution.

11

VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

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 to be utilized in the planned Phase IIIb clinical trial and for research and development activities.

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
Furniture and fixtures	5 years
Computers and software	3 years
Leashold Improvements	Shorter of lease term or useful life

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.

Intangible Assets

Intangible assets consist primarily of the cost of acquired patents associated with OncoVAX® to be used in research and development and the commercialization of cancer related vaccines. The Company has capitalized the cost of the acquired patents because the Company has identified alternative future research and development efforts for numerous forms of cancer which it intends to pursue and for 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 12.3 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, 2014.

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.

12

VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Revenue Recognition

To date, the Company has not earned any revenues as the use of OncoVAX® to create cancer related vaccines still requires additional 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. A full valuation allowance was recorded against its deferred tax assets for the periods ended September 30, 2014 and December 31, 2013.

As required under ASC 740-270 Interim Financial Reporting, the Company has estimated its annual effective tax rate for the full fiscal year and applied that rate to the year to date pretax book income to determine its provision for income taxes for the interim period. The Company had no provision for income taxes for the three and nine month periods ended September 30, 2014 and 2013.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

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 of $100,000 and $130,000 under ASC 740-10 as of September 30, 2014 and December 31, 2013, respectively. It is the Company’s accounting policy to account for ASC 740-10 related penalties and interest by including those items in other liabilities/expenses and not in the income tax provision in the unaudited condensed consolidated statements of operations. The Company has identified its U.S. Federal income tax return, its state return in Maryland and Netherlands corporate income tax returns as its major tax jurisdictions. Tax returns for fiscal years 2007 and forward are still open for examination.

Financial Instruments

Warrants and Options 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”). Between January 2013, and August 2014 the maturity of the Abell Loan was extended on various occasions and additional warrants were issued. The accounting treatment of these extensions are described within Note 7 to these unaudited condensed consolidated financial statements.

In connection with the promissory note issued to The Abell Foundation, the Company granted The Abell Foundation a security interest in its patents related to OncoVAX®. The promissory note was paid in full on August 25, 2014 and Abell released its security interest in Vaccinogen’s patents via the filing of an UCC-3 termination statement on September 3, 2014. 

The number of shares issuable pursuant to the Abell Warrants is based upon a fixed amount of $1.1 million divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing where the total proceeds are at least $35 million.

As of September 30, 2014 and December 31, 2013, the estimated fair value of the Abell Warrants was $719,247 and $1,615,835, respectively. The Company recorded a gain of $271,152 and $896,588 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $66,633 and a gain of $51,036 for the three and nine months ended September 30, 2013, respectively.

14

VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

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”). On August 22, 2014 the Company entered into a letter agreement with Abell (the “Abell Amendment”), pursuant to which Abell agreed to either (a) purchase up to 909,091 shares of the Company’s common stock at $5.50 per share, for a total of up to $5,000,000, on or before the 14th day following Abell’s receipt of written notice (together with such further related information and documentation as Abell may reasonably require) that both (i) the first patient has been given three doses of OncoVAX, with positive results (Delayed-Type Hypersensitivity), in the next phase IIIb trial and (ii) the aggregate investment by TIS of at least $40,000,000 for the purchase of our securities in accordance with the TIS Agreement has occurred or (b) surrender its investment option if the conditions above have occurred and Abell chooses not to invest within such 14 day period. TIS executed the Abell Letter Agreement for the sole purpose of affirming our commitments to (x) relocate our offices to Baltimore, Maryland within 12 months of the closing of a financing of at least $35 million and (y) to construct and maintain our next and principal manufacturing facility in Baltimore, Maryland.

As of September 30, 2014 and December 31, 2013, the estimated fair value of the Abell Option was $0 and $7,392,528, respectively. The Company recorded a gain of $1,205,610 and $4,224,304 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $227,273 and $806,821 for the three and nine months ended September 30, 2013, respectively.

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 unaudited condensed consolidated balance sheets and records changes in the estimated fair value of derivative financial instruments as income or expense in its unaudited condensed consolidated statements of operations.

Round C Warrants

From October 2012 through December 2013 and then again from January 2014 through September 30, 2014, the Company issued warrants to certain investors in the common stock of the Company (the “Round C Warrants”). Round C Warrants to acquire 339,966 shares of common stock were issued through December 2013 and Round C Warrants to acquire 1,057,520 shares of common stock were issued during the nine months ended September 30, 2014. The Round C Warrants have an exercise price of $6.05, a contractual term of 5 years and were fully vested upon issuance.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

As of September 30, 2014 and December 31, 2013, the estimated fair value of the Round C Warrants was $2,061,567 and $1,796,427, respectively. The Company recorded a gain of $295,434 and $1,425,943 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $67,997 and $61,929 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. The Company will have met the $20 million threshold upon receipt of the second tranche of funding under the TIS Agreement and at that time 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, 2014 and December 31, 2013, the estimated fair value of the liability associated with the Bridge Loan was $720,000 and $990,000 respectively, which has been recorded and included in financial instruments in the accompanying unaudited condensed consolidated balance sheets. The Company recorded a loss of $0 and $30,000 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $0 and $389,500 for the three and nine months ended September 30, 2013, respectively.

The changes in the estimated fair value have been classified in Gain (Loss) on Financial Instruments in the accompanying unaudited condensed consolidated statements of operations for the three and nine month periods ended September 30, 2014 and 2013.

Net Loss Per Share

Basic loss per share is determined by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive:

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Nine months ended September 30,	2014		2013
Stock Options		137,000		77,000
Abell Investment Option		934,579		1,136,364
Convertible debt		142,857		83,333
Restricted stock awards		134,278		119,734
Warrants		4,440,883		3,009,994

Dilutive 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. The net loss available to common shareholders is adjusted for gains on financial instruments, as its effect would be anti dilutive.

	Three months ended September 30, 2014								Three months ended September 30, 2013
				Weighted		Loss						Weighted		Loss
				Average		Per						Average		Per
	Net Loss			Shares		Share			Net Loss			Shares		Share
Basic loss per share	$	(2,858,093	)		32,959,051	$	(0.09	)	$	(3,607,093	)		31,275,037	$	(0.12	)
Gain on derivatives		(1,772,196	)
Dilutive loss per share	$	(4,630,289	)		32,959,051	$	(0.14	)	$	(3,607,093	)		31,275,037	$	(0.12	)

	Nine months ended September 30, 2014								Nine months ended September 30, 2013
				Weighted		Loss						Weighted		Loss
				Average		Per						Average		Per
	Net Loss			Shares		Share			Net Loss			Shares		Share
Basic loss per share	$	(5,659,330	)		32,127,883	$	(0.18	)	$	(17,129,668	)		30,974,242	$	(0.55	)
Gain on derivatives		(6,516,834	)
Dilutive loss per share	$	(12,176,164	)		32,127,883	$	(0.38	)	$	(17,129,668	)		30,974,242	$	(0.55	)

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.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

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.

On August 22, 2014 Intracel and Vaccinogen entered into an Agreement, whereby the License Agreement will terminate and no longer be of any force or effect once TIS invests in Vaccinogen the aggregate amount of $80,000,000. Vaccinogen shall no longer, from that point, have any obligation to pay to Intracel any royalties or other payments under the Original License Agreement and/or the License Amendment.

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 9). 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 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 the OncoVAX® technology platform as these rights represent intangible assets to be used in research and development activities and for which future alternative uses exist.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

In June 2010, in connection with the Asset Transfer Agreement, the Company issued 3,452,766 shares of Series B preferred stock, with an estimated value of approximately $16.8 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.

All shares of Series B preferred stock were converted to common stock in 2012 as discussed in Note 9 to these unaudited condensed consolidated financial statements.

As of September 30, 2014 Intracel directly owns approximately 39% of the Company. Intracel also continues to hold certain royalty rights associated with future commercial sales of vaccines developed using OncoVAX®, which rights terminate upon the Company receiving $80 million in proceeds under the TIS Agreement. See Note 2 and Note 4.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

5. Property and Equipment

Property and equipment consisted of the following:

	September 30, 2014			December 31, 2013
Machinery and equipment	$	554,973		$	645,459
Leashold Improvements		258,505			258,505
Computers and software		77,081			1,929
Furniture and fixtures		30,902			35,690
		921,461			941,583
Less accumulated depreciation		(741,724	)		(742,793	)
	$	179,737		$	198,790

Depreciation expense was $13,883 and $36,823 for the three and nine months ended September 30, 2014, respectively. Depreciation expense was $7,856 and $21,280 for the three and nine months ended September 30, 2013.

6. 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.

Intangible assets by major asset class were as follows at September 30, 2014:

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intellectual Property	$	84,481,856	$	26,816,335	$	57,665,521
Other Intangible Assets		121,944		89,358		32,586
	$	84,603,800	$	26,905,693	$	57,698,107

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Intangible assets by major asset class were as follows at December 31, 2013:

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intellectual Property	$	84,481,856	$	21,792,439	$	62,689,417
Other Intangible Assets		121,944		85,802		36,142
	$	84,603,800	$	21,878,241	$	62,725,559

The amortization expense for intangible assets was approximately $1.7 million and $5.0 million for the three and nine months ended September 30, 2014 and 2013. The weighted average amortization period for intangible assets was 12.6 years.

The estimated future amortization relating to all intangible assets that are recorded in the unaudited condensed consolidated balance sheets as of September 30, 2014 is as follows:

Years ending December 31,
2014	$	1,675,818
2015		6,702,516
2016		6,702,447
2017		6,702,447
2018		6,702,447
Thereafter		29,212,432
	$	57,698,107

7. Notes Payable

Notes payable are as follows:

	September 30, 2014		December 31, 2013
Organon Obligation	$	3,500,000	$	3,500,000
Abell Loan		-		1,331,217
	$	3,500,000	$	4,831,217

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

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 in effect on the anniversary date of the agreement, or October 31, 2008, which was 4.00%.

Interest expense under this agreement was approximately $35,000 for the three months ended September 30, 2014 and 2013 and $105,000 for the nine months ended September 30, 2014 and 2013. The accrued interest on this obligation is included on the unaudited condensed consolidated balance sheets as a component of Accrued Interest. 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, 2014 was approximately $138,000, 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, the Company received an additional $300,000, thereby increasing the amount outstanding to $1.8 million.

The Abell Loan was repaid in full on August 25, 2014.

Debt, Modifications and Extinguishments.

The Abell Loan underwent several amendments which were treated either as debt modifications or debt extinguishments. The most recent being the extension of the maturity date of the loan to August 26, 2014. No costs or expenses were incurred by the Company in connection with the August 2014 extension.

The July 2013 amendment required 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 instrument 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 December 31, 2013 and 300,000 warrants were issued to Abell. The warrants were valued using the Black-Scholes method, and for the year ending December 31, 2013 approximately $1.7 million was included in interest expense.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Contingent Share Warrants were issued and valued using the Black-Scholes method, and for the three and nine months ended September 30, 2014 approximately $178,000 and $1,819,000 was included in interest expense, respectively. For the three and nine months ended September 30, 2013approximately $315,000 was included in interest expense.

The Company recorded interest expense related to the Abell Loan of approximately $9,052 and $47,505 for the three and nine months ended September 30, 2014, respectively. The Company recorded interest expense related to the Abell loan of approximately $32,113 and $104,153 for the three and nine months ended September 30, 2013.

8. 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 unaudited condensed consolidated balance sheets at fair value.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

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

			September 30, 2014
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	719,247	$	-	$	-	$	719,247
Round C Warrants		2,061,567		-		-		2,061,567
Bridge Loan		720,000		-		-		720,000
	$	3,500,814	$	-	$	-	$	3,500,814

			December 31, 2013
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	1,615,835	$	-	$	-	$	1,615,835
Round C Warrants		1,796,427		-		-		1,796,427
Bridge Loan		990,000		-		-		990,000
Abell Investment Option		7,392,528		-		-		7,392,528
	$	11,794,790	$	-	$	-	$	11,794,790

The following is a reconciliation of the fair value measurements from December 31, 2013 to September 30, 2014.

	Total			Abell  Warrants			Round C Warrants			Bridge  Loan			Abell Option
Balance, January 1, 2014	$	11,794,790		$	1,615,835		$	1,796,427		$	990,000		$	7,392,528
Issuance of securities		1,428,612			37,529			1,691,083			(300,000	)		-
Fair value change included in earnings		(6.554.364	)		(934,117	)		(1,425,943	)		30,000			(4,224,304	)
Recalssification to equity		(3,168,224	)		-			-			-			(3,168,224	)
Balance, September 30, 2014	$	3,500,814		$	719,247		$	2,061,567		$	720,000		$	-

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

The following is a reconciliation of the fair value measurements from January 1, 2013 to December 31, 2013.

	Total		Abell  Warrants		Round C Warrants		Bridge  Loan			Abell Option
Balance, January 1, 2013	$	2,590,655	$	831,806	$	230,349	$	1,528,500		$	-
Issuance of securities		6,405,348		275,813		1,112,990		(938,000	)		5,954,545
Fair value change included in earnings		2,798,787		508,216		453,088		399,500			1,437,983
Balance, December 31, 2013	$	11,794,790	$	1,615,835	$	1,796,427	$	990,000		$	7,392,528

Quantitative Information

Quantitative information as of September 30, 2014 with respect to financial instruments measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) are as follows:

	Level 3 - Significant  Unobservable Inputs
			Principal Valuation	Unobservable	Range
Description	Fair Value		Techniques	Inputs	(Weighted Average)
				Strike price
Abell Warrants	$	719,247	Black -Scholes	Equity volatility		N/A
				Strike price
Round C Warrants	$	2,061,567	Black -Scholes	Equity volatility		N/A
				Timing and amount
Bridge Loan	$	720,000	Present Value	of future cash flows		N/A

For the three and nine months ended September 30, 2014 and 2013, there were no transfers in or out of Level 3.

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 both the Abell Warrants and the Round C Warrants. The following assumptions were used:

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

	Abell Warrants						Round C Warrants
Nine months ended September 30,	2014			2013			2014			2013
Average Volatility		80	%		85	%		80	%		85	%
Exercise price	$	4.55		$	4.68		$	5.48		$	6.05
Stock price at Sept 30	$	3.50		$	6.00		$	3.50		$	6.00
Risk free interest rate		2.52	%		2.28 – 2.65	%		1.02% - 1.78	%		1.03 – 1.38	%
Dividend yield		0	%		0	%		0	%		0	%
Expected life		10			10			3.1 -5.0			4.1 – 5.0

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.

The Round C Warrants include a form of anti-dilution protection that may result in future adjustments to the terms of the warrants.

The fair value calculations include the use of both observable and estimated inputs. There remains an inherent subjectivity in the development of the strike price used for both the Abell and Round C Warrants. Therefore, 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

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.

As of January 16, 2013, the date of issuance for the Abell Option, the Company reasonably expected the undiscounted common stock price issuable 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. At December 31, 2013, the estimated number of shares is 934,580 in recognition of the expected Venture Capital Financing price per share of $5.35, the effective price of the Round C issuances.

In August 2014, the Abell Investment Option was modified, including changes to the terms of the optional investment (now a fixed number of shares (909,091) and a fixed purchase price ($5.50 per share), certain defined operating conditions, and a set expiry period; whereas the original investment terms were $5 million worth of common stock valued at the lowest sales price in effect at the time, and no expiry period (i.e., perpetual option).

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Historically, the Company had determined that the Investment Option was a liability pursuant to the guidance contained in ASC 480, and as such should be marked to its fair value at each balance sheet date since they were determined to be probable of occurrence. Since the modification eliminates the variability in the Investment Option (the number of shares and purchase price are now fixed), in effect the Investment Agreement is now similar to a contingent “written call” or warrant where the investor can buy a fixed number of shares at a fixed price; as such the Investment Option is no longer within the scope of ASC 480.

The Company accounted the new terms of the Abell option under EITF 00-19 (ASC 815-40-25-1 through 25-43 and related interpretative guidance in ASC 815-40-55-1 through 55-18).  Since the written call are fixed (fixed number of shares at a fixed price), it is considered indexed to the Company’s own stock and treated as an equity instrument and should be classified under stockholders’ equity.  The value of the Abell option as of the effective date of the amendment was $3,168,224.  The Company removed this amount from financial liabilities and included the same to additional paid-in capital under the stockholder’s equity section in the unaudited condensed consolidated balance sheets.

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 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.

9. Stockholders’ Equity

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.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Round C Common Stock

The subscription agreement for the Company’s most recent financing, beginning October 2012, through the issuance of common stock (“Round C”) provides a form of anti-dilution protection to subscribers. 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 Company filed a Form S-1 Registration Statement with the SEC, which became effective on October 31, 2013. The Effectiveness Date Market Price of Vaccinogen stock as of that date was $5.35. Pursuant to the protection provided to subscribers prior to October 31, 2013, 27,213 adjustment shares were issued. All subscriptions subsequent to the October 31, 2013 effective date through December 31, 2013 have been issued adjustment shares, totaling 31,811 and 67,092 adjustment shares were issued for the nine months ended September 30, 2014. All of the adjustment shares are included in the calculation of total shares issued or outstanding for the periods ended September 30, 2014 and December 31, 2013.

The Company has increased the size of the Round C Private Placement Offering to $30,800,000 (5,600,000 Units) and extended the Final Closing Date to December 31, 2014.

10. Stock-Based Compensation

Restricted Stock

As of September 30, 2014 and September 30, 2013, total unrecognized compensation costs related to nonvested restricted stock awards to purchase 134,278 shares of common stock was approximately $430,000 and $350,000 respectively, 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 6.71 years as of September 30, 2014. No awards vested during the three and nine months ended September 30, 2014 and 2013.

Stock Option Pool

The Company recorded stock based compensation in the amount of $20,490 and $54,159 for the three and nine months ended September 30, 2014, respectively. For the three and nine months ended September 30, 2014, $4,777 and $14,331 was allocated to General & Administrative expense with $15,713 and $39,828 was allocated to Research & Development, respectively.

Total compensation costs for unvested stock option awards outstanding at September 30, 2014 was approximately $468,000 to be recognized over approximately 3.0 years.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Stock Purchase Warrants

From time to time the Company has issued stock purchase warrants to non-employees in exchange for services.  As of September 30, 2014 and 2013 there are 820,575 and 785,575, respectively, warrants issued and outstanding with exercise prices ranging from $1.00 to $7.50. To date, all warrants have been issued with the exercise price at least equal to the then estimated fair value of the underlying security, and had contractual terms ranging from 2.5 to 7.5 years.

The following table summarizes the stock purchase warrant activity for the nine months ended September 30, 2014 and 2013.

	2014				2013
	Shares		Weighted Average Fair Value		Shares		Weighted Average Fair Value
Balance, January 1		785,575	$	2.99		785,575	$	1.48
Granted		35,000		4.51		-		-
Balance, September 30		820,575	$	1.72		785,575	$	1.48

The following table summarizes information on warrants outstanding as of September 30, 2014:

Exercise price		Shares		Weighted Average Remaining Life		Weighted Average Exercise Price
$	1.00		705,575		0.30	$	1.00
$	5.50		80,000		2.99	$	5.50
$	7.50		35,000		4.51	$	7.50
Total			820,575		0.74	$	1.72

11. Commitments and Contingencies

Leases

The Company leases office space, a manufacturing facility, and equipment under operating leases expiring at various dates in 2014 and 2015. In addition, the Company leases storage facilities on a month to month basis. Rent expense was approximately $51,000 and $134,000 for the three and nine months ended September 30, 2014, respectively. Rent expense was approximately $37,600 and $104,000 for the three and nine months ended September 30, 2013, respectively.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

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 approximately $27,000 for 2014 and $21,000 for 2015 for a total of $48,000.

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 for payment under a written agreement has been made against 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’s successful initial public offering and has accrued $75,000 in the accompanying unaudited condensed consolidated financial statements.

VAT Taxes

The foreign subsidiary of the Company, located in The Netherlands, was presented with a VAT tax bill for the years 2010 and 2011 in the amount of 65,666€. The Company is appealing the decision as it believes that it should be VAT exempt. There has not yet been a decision made by the Dutch authorities and there is no estimate of when a decision will be made. In the event an unfavorable decision is made, the Company will be required to pay the full amount plus interest. The original bill at the September 30, 2014 exchange rate would have a USD equivalent of approximately $83,000. There has been no expense accrued on the accompanying unaudited condensed consolidated financial statements.

12. Related Party Transactions

During April 2014, an executive of the Company loaned the Company $20,000. As of September 30, 2014, the loan was fully paid.

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. 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 December 31, 2013.

In 2012, an executive of the Company loaned the Company $10,000. As of December 31, 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 December 31, 2013.

In December 2013, an executive of the Company loaned the Company $50,000. As of December 31, 2013, the balance due of $20,000 was past due. 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 December 31, 2013.

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VACCINOGEN INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

13. Supplemental Disclosure of Cash Flow Information

For the nine months ended September 30, 2014 and September 30, 2013 the Company paid interest costs of approximately $53,279 and $267,331, respectively.

From January 1, 2014 through September 30, 2014, the Company raised additional capital totaling approximately $ 12.8 million from the issuance of 2,332,781 shares of Round C Common Stock, 65,434 Adjustment Shares and additional Round C Warrants to purchase 699,828 shares of common stock. The Company allocated approximately $11.2 million of the total 2014 proceeds to the common stock and approximately $1.6 million of the total proceeds to the common stock warrants.

In January 2014, the Company issued 56,075 shares of common stock , including 1,530 adjustment shares to certain holders of the 2012 Bridge Loan that had elected to convert their rights, with a value of $300,000, into common stock of the Company. The Company also issued additional Round C Warrants exercisable into 16,363 shares of common stock of the Company, with an exercise price of $6.05 per share.

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 176,391 shares of common stock. The Company allocated $2.4 million of the total 2013 proceeds to the common stock and approximately $800,000 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, 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.

14. Subsequent Events

In accordance with ASC 855-50, “Subsequent Events,” the Company has reviewed events through the date of the filing.

On November 1, 2014, the statute of limitations has expired for the $500,000 payment and $138,000 accrued interest in default under the October 31, 2007 Letter Agreement between Organon Teknika and Intracel Resources, LLC. These amounts are presented on the unaudited condensed consolidated balance sheets as components of Notes Payable and Accrued Interest.

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ITEM 2 -. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and notes. In addition to historical information, this discussion and analysis contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, uncertainties and assumptions, which could cause actual results to differ materially from Management's expectations. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying unaudited condensed consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows.  Our MD&A is organized as follows:

• Overview — Discussion of our business and overall analysis of financial and other highlights affecting the Company in order to provide context for the remainder of MD&A.

• Trends & Outlook — Discussion of what we view as the overall trends affecting our business and the strategy for 2014 and beyond.

• Critical Accounting Policies— Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

• Results of Operations— Analysis of our financial results comparing 2014 and 2013.

• Liquidity and Capital Resources— An analysis of changes in our balance sheet and cash flows and discussion of our financial condition and future liquidity needs.

The various sections of this MD&A contain a number of forward-looking statements. Words such as “expects,” “goals,” “plans,” “believes,” “continues,” “may,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing and particularly in the “Overview” and “Trends & Outlook” section, and in our most recently filed Annual Report on Form 10-K under the caption “Risk Factors”. Our actual results may differ materially.

Overview

We are a biotechnology company founded in 2007 relying on over three decades of prior research by our -Special Advisor to the Chief Executive Officer of the Company and his colleagues into combating cancer by using the body’s own immune system. Vaccinogen is the developer of OncoVAX®, which we believe is the only patient specific immunotherapy for Stage II colon cancer and our technology may also have application in other tumor types, notably melanoma and renal cell carcinoma.

Colon cancer represents the third most common form of cancer in both the U.S. and Europe. American Cancer Society statistics suggest there will be approximately 97,000 new cases of colon cancer diagnosed within the U.S. in 2014, resulting in approximately 50,000 deaths.

We have broad patents covering the OncoVAX® technology in the U.S. and eight other countries, Australia, Canada, Switzerland, Germany, France, Great Britain, Ireland and Italy. These patents and applications provide broad coverage for the production of autologous cancer vaccines. The key protection of OncoVAX®, in addition to considerable expertise protected as trade secrets, is the broad, issued patent protection around the production of autologous, sterile, metabolically active cancer vaccines developed by us. This patent, entitled “Sterile Immunogenic Non-Tumorigenic Tumor Cell Composition and Methods” was issued in 2009 and expires no sooner than 2025. We believe that sterility will be required for any product to reach the US market and likely in any other market with an approved sterile vaccine like the one we have developed. This could result in a regulatory barrier to entry to competitors.

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We hold 1 U.S. patent to related technologies and including the sterility patent referred to above, 2 U.S. patents total.

We also rely upon unpatented proprietary know-how and continuing technological innovation and other trade secrets to develop and maintain our competitive position. We hold considerable proprietary expertise related to the OncoVAX® technology, including the production of autologous cancer vaccines. We have brand names for our OncoVAX® products and related technologies, and have 2 trademark registrations currently.

All of our research efforts to date are at the pre-clinical or clinical stage of development. We are focused on leveraging our key assets, including our intellectual property, our scientific team and our facilities, to advance our technologies.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years after we make our first sale of securities pursuant to a registration statement filed with the SEC, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30, in which case we would no longer be an emerging growth company as of the following December 31.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies.

Operating Strategy

We will maintain a cGMP facility and outsource clinical activities to contract research organizations (“CRO) in an effort to achieve the following:

1. Complete the pivotal Phase IIIb clinical trial of this autologous vaccine, OncoVAX®, which is a new paradigm to prevent the recurrence of stage II colon cancer. The planned trial will closely replicate a successful prior Phase IIIa study (which study we believe demonstrated a 50% improvement in recurrence free survival and overall survival in the Stage II target patient population as compared to surgery alone). The Company began its Phase IIIb clinical trial in September 2014.. The Company also selected RxTrials as its Clinical Research Organization (“CRO”) to provide services of site selection, clinical operations, project management and trial enrollment for our Phase IIIb clinical trial.

2. Develop revenues by establishing licensing arrangements for distribution of OncoVAX® in certain territories as well as for additional carcinoma indications.

3. Develop diagnostic and therapeutic drug products as well as revenues by exploiting our distinctive Human Monoclonal Antibodies (“HuMabs”) technology.

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Trends & Outlook

Revenue

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 yet received regulatory approval for commercialization and sale.

We are mainly focused on preparing for the initiation of Phase IIIb clinical trials relating to OncoVAX® and our research regarding human monoclonal antibodies (HuMabs).

On a long-term basis, we anticipate that our revenue will be derived primarily from global sales of our OncoVAX® product and licensing fees. Commercialization of the OncoVAX® product is dependent on successful completion of a Phase IIIb clinical trial and subsequent approval by the FDA.

Research & Development Expenses

Our research and development costs consist of expenses incurred in activities connected with the development of a stage II colon cancer vaccine. These expenses consist primarily of the amortization of intangible assets, cost of conducting clinical trials, salaries and related expenses for personnel, fees paid to professional service providers and, costs of a manufacturing facility in The Netherlands. We expect that research and development expenses will increase in the near term with the onset of the Phase IIIb clinical trial.

Clinical Trials

The FDA has requested a second, confirmatory, randomized controlled Phase III trial of OncoVAX® in Stage II colon cancer. The principal objective of Vaccinogen is to organize a team to conduct a confirmatory Phase IIIb trial in Stage II colon cancer. The protocol of this trial, including endpoints and the statistical analysis plan is the subject of a Special Protocol Assessment (SPA) agreement granted by the FDA.

This study will be carried out under a (SPA) that was negotiated with the FDA in 2010. An SPA granted by the FDA provides a mechanism for the sponsors and the FDA to reach agreement on size, execution and analysis of a clinical trial that is intended to form the primary basis for regulatory approval. The primary endpoint of this pivotal Phase IIIb trial is recurrence-free survival (RFS) with an interim analysis after 70 “events,” and a final primary analysis three years following completed enrollment. “Events” are incidents of either recurrent disease or death. The study is powered at 90% to detect a 50% improvement in RFS versus resection only for final analysis with an adjustment for interim analysis. The power calculations in the study assume an event rate and distribution that match those observed in the 8701 Phase IIIa study. If the statistical probability of a significant increase in the recurrence free survival rate is achieved at the interim analysis, the Biologics License Application (BLA) can be filed with the FDA’s center for Biologics Evaluation and Research (CBER) at that point. Past clinical trials using the optimal regimen with four immunizations will be accepted as supportive studies during the FDA review of the BLA.

The Phase IIIb study will enroll 550 patients, randomized 1:1 to receive surgery alone, or surgery plus OncoVAX®. Patients will be followed on a regular schedule to see whether and when their cancer might reappear. The experience with OncoVAX® in the 8701 study showed that in the relevant Stage II group, disease recurrence happened more quickly and more frequently in those patients who received surgery alone. If the Phase IIIb trial replicates the experience of the 8701 patients, the interim analysis after 2/3 of the expected events should give a clear and statistically significant separation between the Kaplan-Meier curves at that point, and would form the basis for a BLA seeking marketing approval from the FDA. Upon receipt of the $10 million funding on August 22, 2014 under the TIS Agreement as amended, the Company commenced the initiation of regulatory, clinical and administrative activities to begin the Phase IIIb clinical trial.

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It is important to emphasize that the FDA has agreed that RFS is the most appropriate endpoint to evaluate a trial in Stage II colon cancer. The alternative in cancer studies is often overall survival (OS). An OS endpoint has several drawbacks in this case. The average age of patients presenting with colon cancer is 65 years, so deaths from causes other than the tumor will dilute the outcome in both arms. Patients in either arm whose disease recurs will receive chemotherapy and other treatments for their metastatic disease, and the success of these treatments will dilute the impact of earlier therapies such as OncoVAX® on OS. From a patient perspective, being disease free is clearly a meaningful endpoint.

General and Administrative Expenses

Our general and administrative (“G&A”) expenses consist of the general costs, expenses and salaries for the operation and maintenance of our business. We anticipate that general and administrative expenses will increase as we progress through the clinical phase of development into commercialization.  

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 3 of the Notes to consolidated financial statements describes the significant accounting policies used in the preparation of the consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: (1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and (2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our financial statements:

Use of Estimate - Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require 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 the 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 including information received from valuation consultants which it believes to be reasonable under the circumstances. Actual results could differ from those estimates.

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Intangible Assets- Intangible assets consist primarily of the cost of the acquired patents associated with OncoVAX® to be used in research and development and the commercialization 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 for 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 12.6 years for OncoVAX®.

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. When events or circumstances indicate that assets may not be recoverable, the Company prepares cash flows, undiscounted, for each asset or asset group. The Company groups assets for this purpose at the lowest level for which identifiable cash flows exist or are projected to exist. If the sum of the undiscounted cash flows exceeds the carrying value of the asset or asset group, no impairment is deemed present. If the sum of undiscounted cash flows is less than the carrying amount of the asset or asset group, the Company records an impairment charge, if any, for the amount by which the carrying value exceeds the estimated sum of undiscounted cash flows of the asset or asset group.

The Company considers various factors when evaluating whether there are indications that the carrying value of its intangible assets may not be recoverable. Among others, those factors include, adverse changes in marketplace conditions or in the regulatory or legal environment impacting the anticipated use of OncoVAX® and related patents for their intended purpose in research and development and eventual commercialization, significant increases as compared to budget in the level of investment necessary to conduct research and development, clinical trials, and eventual commercialization of OncoVAX®, significant negative variances to budget for operating losses and operating cash flow deficits, and indications of adverse changes in the value of the Company’s equity.

The Company considers these factors no less frequently than the end of each reporting period, including as of September 30, 2014. The Company has noted no adverse change in the demand for the development and commercialization of cancer related vaccines indicated in part by the continuing interest of new and existing investors to fund the Company’s ongoing research and development. The Company has considered the progress of its research and development activities against its operating plan noting the timing for the conduct of its clinical trials and recertification of its production facilities remains consistent with its operating plan. The Company has also evaluated its financial performance and cash flow results noting that the level of investment necessary to conduct its research and development, complete necessary testing for regulatory approval, and begin eventual commercialization of cancer related vaccines remains consistent with its operating plan and financial budgets. The Company also has noted no adverse change in the estimated fair value of the Company based upon values indicated in its ongoing capital raising activities.

Through September 30, 2014, the Company has determined that there have been no events or circumstances that would indicate that the carrying value of its intangible assets is not recoverable.

Fair Value of Financial Instruments - Fair value is defined as the price at which an asset could be exchanged or a liability transferred (an exit price) in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters.

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Financial assets recorded at fair value in the accompanying financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, as defined by the new guidance related to fair value measurements and disclosures, and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1-	Inputs are unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
	We carry no investments classified as Level 1.
Level 2-	Inputs are other than quoted prices included in Level 1, which are either directly or indirectly observable for the asset or liability through correlation with market data at the reporting date and for the duration of the instrument's anticipated life.
	We carry no investments classified as Level 2.
Level 3-	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management's best estimate of what market participants would use in pricing the asset or liability at the reporting date.  Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Our Abell Warrants, Round C Warrants, Bridge Loan and Abell Investment Option obligations are considered Level 3.

For a further discussion regarding fair value measurements, see Note 8 on Fair Value in the Notes to consolidated financial statements.

Accounting for Warrants – We have adopted FASB guidance related to determining whether an instrument or embedded feature is indexed to an entity’s own stock.  This guidance applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, as defined in ASC Topic 815, Derivatives and Hedging, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. As a result, certain of our warrants were considered to be derivatives and were valued using various assumptions as they are recorded as liabilities.

Research and Development Costs – Research and development costs that do not have alternative future use 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 market value of the Company's common stock.

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Results of Operations

Consolidated Statement of Operations Data

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues	$	-		$	-		$	-		$	-
Operating Expenses:
Research and development		2,698,152			2,145,358			6,820,980			6,335,026
General and administrative expenses		1,702,609			728,357			3,397,378			8,701,048
Total Operating Expenses		4,400,761			2,873,715			10,218,358			15,036,074
Loss from Operations		(4,400,761	)		(2,873,715	)		(10,218,358	)		(15,036,074	)
Gain (Loss) on Financial Instruments		1,772,196			(361,903	)		6,516,834			(1,585,099	)
Interest and Other Expenses		(229,528	)		(371,475	)		(1,957,806	)		(508,495	)
Net Loss	$	(2,858,093	)	$	(3,607,093	)	$	(5,659,330	)	$	(17,129,668	)

Revenue

Since inception, we have not earned any revenues as the use of OncoVax® to create cancer related vaccines is still undergoing clinical trials and has not yet received regulatory approval for commercialization and sale.

Operating Expenses – Three Months Ended September 30, 2014 and 2013

Our operating expenses totaled $4,400,761 and $2,873,715 in the three months ended September 30, 2014 and September 30, 2013, respectively. The operating expenses are discussed in further detail below.

Research and Development Expenses

	Three Months Ended September 30,				Change in 2014 v. 2013
	2014		2013		$		%
Research & Development	$	2,698,152	$	2,145,358	$	552,794		25.77	%

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Research and development (R&D) expenses increased approximately $550,000, or 26% for the three months ended September 30, 2014 compared with the same period in 2013. R&D expenses include the operation and maintenance of the Netherlands facility and preparation for the Phase IIIb clinical trial and approximately $1.7 million for amortization of intangibles, related to OncoVax® intellectual property, for the three months ended September 30, 2014 and 2013. The increase is entirely the result of CRO fees to begin the Phase IIIb clinical trial.

General and Administrative Expenses

	Three Months Ended September 30,				Change in 2014 v. 2013
	2014		2013		$		%
General & Administrative	$	1,702,609	$	728,357	$	974,252		133.76	%

General and administrative expenses increased by approximately $974,000 in the three months ended September 30, 2014 over the three months ended September 30, 2013. The increase was primarily attributable to increases in legal fees ($402,000), personnel costs ($318,000), investor relations ($109,000), accounting fees ($81,000), travel expenses ($23,000), information systems ($16,000) and consulting fees ($13,000).

Increase in legal fees were primarily to develop a new international entity structure to facilitate a global presence, both in the near term for clinical trial purposes and in the longer term for commercialization. Personnel costs reflect some additional staff, recruiting fees and signing bonuses as key personnel are recruited to manage operations as the Company builds for the future.

Nonoperating Income (Expense) – Three Months Ended September 30, 2014 and 2013

Nonoperating income and (expenses) were $1,542,668 and ($733,378) in the three months ended September 30, 2014 and 2013 respectively. The nonoperating expenses are discussed below.

Gain (Loss) on Financial Instruments

	Three Months Ended September 30,					Change in 2014 v. 2013
	2014		2013			$		%
Gain (Loss) on Financial Instruments	$	1,772,196	$	(361,903	)	$	2,134,099		*

* Not meaningful

Recorded gains or losses on financial instruments may fluctuate from period to period as determination of fair value is based on Vaccinogen stock values and management’s assessment of the probability of qualifying events which may affect the fair value of the financial instrument. Declines in stock price had a significant impact on the fair value of the Financial Instruments creating a gain for the three months ended September 30, 2014.

In the three months ended September 30, 2014 Gains on Financial Instruments were generated due to changes in the estimated fair value of the Abell Warrants of approximately ($271,000), Round C Warrants of approximately ($295,000) and the Abell Option of approximately ($1,206,000).

In the three months ended September 30, 2013, Losses on Financial Instruments were generated due to changes in the estimated fair value of the Abell Warrants of approximately ($67,000), Round C Warrants of approximately ($67,000) and the Abell Option of approximately ($227,000)

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Interest and Other Expenses

	Three Months Ended September 30,						Change in 2014 v. 2013
	2014			2013			$		%
Interest & Other Expenses	$	(229,528	)	$	(371,475	)	$	141,947		-38.21	%

Interest & Other Expenses decreased to $229,528 for the three months ended September 30, 2014 from $371,475 for the comparable period in 2013. The decrease is primarily due to the declining balance on the Abell Promissory Note which has been paid in full on August 25, 2014.

Operating Expenses – Nine Months Ended September 30, 2014 and 2013

Our operating expenses totaled $10,218,358 and $15,036,074 in the nine months ended September 30, 2014 and September 30, 2013, respectively. The operating expenses are discussed in further detail below.

Research and Development Expenses

	Nine Months Ended September 30,				Change in 2014 v. 2013
	2014		2013		$		%
Research & Development	$	6,820,980	$	6,335,026	$	485,954		7.67	%

Research and development (R&D) expenses increased by approximately $486,000 for the nine months ended September 30, 2014 and 2013. R&D expenses include the operation and maintenance of the Netherlands facility and preparation for the Phase IIIb clinical trial and approximately $5.1 million for amortization of intangibles, related to OncoVax® intellectual property, for the nine months ended September 30, 2014 and 2013. The increase is primarily the result of CRO fees to begin the Phase IIIb clinical trial paid during the three months ended September 30, 2014.

General and Administrative Expenses

	Nine Months Ended September 30,				Change in 2014 v. 2013
	2014		2013		$			%
General & Administrative	$	3,397,378	$	8,701,048	$	(5,303,670	)		-60.95	%

General and Administrative expenses decreased for the nine months ended September 30, 2014 as compared to the same period in 2013 primarily due to the estimated value ($5,954,545) of the Abell Option issued with respect to the Abell Investment Agreement in January 2013 as discussed in Note 3 of the unaudited condensed consolidated financial statements, a decrease in consulting fees of approximately ($252,000), offset by increases in investor relations of approximately ($216,000) and increases in legal fees of approximately ($801,000). Increase in legal fees were primarily to develop a new international entity structure to facilitate a global presence, both in the near term for clinical trial purposes and in the longer term for commercialization.

40

Nonoperating Income (Expense) – Nine Months Ended September 30, 2014 and 2013

Nonoperating income and (expenses) were $4,559,028 and ($2,093,594) in the nine months ended September 30, 2014 and 2013, respectively. The nonoperating expenses are discussed below.

	Nine Months Ended September 30,					Change in 2014 v. 2013
	2014		2013			$		%
Gain (Loss) on Financial Instruments	$	6,516,834	$	(1,585,099	)	$	8,101,933		*

* Not meaningful

Recorded gains or losses on Financial Instruments may fluctuate from period to period as determination of fair value is based on Vaccinogen stock values and management’s assessment of the probability of qualifying events which may affect the fair value of the Financial Instrument. Declines in stock price had a significant impact on the fair value of the Financial Instruments creating a gain for the nine months ended September 30, 2014.

In the nine months ended September 30, 2014 Gains on Financial Instruments were generated due to changes in the estimated fair value of the Abell Warrants of approximately ($897,000), Round C Warrants of approximately ($1,426,000) and the Abell Option of approximately ($4,224,000) offset by a Loss on the Bridge Loan 2:1 of approximately ($30,000).

In the nine months ended September 30, 2013, Losses on Financial Instruments were attributable to the change in the estimated fair value of the Round C Warrants of approximately ($62,000) ,Abell Warrants of approximately ($327,000), Abell Option of approximately ($807,000) and the Bridge Loan 2:1 of approximately ($389,000) .

Interest and Other Expenses

	Nine Months Ended September 30,						Change in 2014 v. 2013
	2014			2013			$			%
Interest & Other Expenses	$	(1,957,806	)	$	(508,495	)	$	(1,449,311	)		285.02	%

* Not meaningful

Interest expense increased for the nine months ended September 30, 2014 over the same prior year period due to the Contingent Interest Warrants issued to The Abell Foundation, which were expensed as interest expense, for approximately $1.8 million and offset slightly by a reduction in interest expense on the Abell Promissory Note.

Liquidity and Capital Resources

Since our inception, we have financed our operations through the private placement of our securities. During the nine months ended September 30, 2014 and 2013 we raised gross proceeds of approximately $12.5 million and $3.2 million, respectively.

41

	Nine Months Ended September 30,						Change in 2014 v. 2013
	2014			2013			$			%
Net cash used in operating activities	$	(8,600,953	)	$	(3,018,509	)	$	(5,582,444	)		184.94	%
Net cash used in investing activities		(10,213	)		(5,310	)		(4,903	)		92.34	%
Net cash provided by financing activities		11,073,563			2,929,266			8,144,297			278.03	%
Effect of foreign exchange rate changes on cash and equivalents		53,090			40,782			12,308			30.18	%
Net increase (decrease) in cash and cash equivalents	$	2,515,487		$	(53,771	)	$	2,569,258			*

* not meaningful

Cash & Cash Equivalents

Total cash and cash equivalents were $2,588,583 at September 30, 2014, compared with $60,069 at September 30, 2013, for a increase of $2,528,514. Cash balances will fluctuate from one reporting period to another based on the amount and timing of the issuance of our common stock and warrants for cash. The increase of total cash and cash equivalents at September 30, 2014 over the same period in 2013 is the result of the receipt of the first $10 million tranche in August 2014 under our binding agreement (the “TIS Agreement”) with a Stockholm-based investor group known as The Investment Syndicate (“TIS”) under which TIS agreed to purchase up to $80 million of our common stock and units. TIS also has an option expiring February 25, 2015 to purchase an additional $30 million of the Company’s stock, which if exercised, would result in aggregate gross proceeds of $110 million to the Company under the TIS Agreement. The TIS Agreement is described further below.

Net Cash Used in Operating Activities

Net cash used in operating activities was approximately $8,601,000 and $3,019,000 for the nine months ended September 30, 2014 and 2013 respectively, inclusive of both cash and non-cash adjustments to net losses of $5,659,330 and $17,129,668 for the nine months ended September 30, 2014 and 2013 respectively.

Non-cash adjustments were the driving force in the adjustments with respect to changes in the Gain and Loss of Financial Instruments of approximately $6,500,000 for the nine months ended September 30, 2014, and other stock based expense of approximately $5,900,000 for the nine months ended September 30,2013 related to the Abell Option as described in Note 3 to the attached unaudited condensed consolidated financial statements. These adjustments were offset by increases of stock based compensation of approximately $30,000 and non-cash interest expense of approximately $1,800,000 related to the Abell Note and Warrant Purchase Agreement as described in Note 7 to the attached unaudited condensed consolidated financial statements.

Net Cash Used in Investing Activities

We invested $10,213 and $5,310 in the nine months ended September 30, 2014 and 2013 respectively in purchases of property and equipment. 

42

Net Cash Provided by Financing Activities.

Listed below are key financing transactions entered into by us during 2014:

· During the nine months ended September 30, 2014 we raised additional capital of approximately $12.8 million through the issuance of 2,337,326 Units Round C, (each Unit consisting of 1 share of common stock and a common stock purchase warrant to purchase 0.3 shares of common stock). This includes the initial $10 million under the TIS Agreement in August 2014.

· A principal reduction in the Abell Loan was made in the amount of approximately $1.3 million and the Abell Loan has been paid in full as of August 25, 2014.

· We also used approximately $29,000 in proceeds for payment of placement agent and finders fees.

Listed below are key financing transactions entered into by us during 2013:

· During the nine months ended September 30, 2013 we raised additional capital of approximately $3.2 million through the issuance of 587,979 Units common stock (each Unit consisting of 1 share of common stock and a common stock purchase warrant to purchase 0.3 shares of common stock).

Future Liquidity & Needs

We have incurred significant operating losses and negative cash flows since inception. We do not expect to be profitable in the next several years, but rather expect to incur additional operating losses. We have limited liquidity and capital resources and must obtain significant additional capital resources in order to sustain our product development efforts, for our Phase IIIb clinical trial, pursuit of regulatory approvals, acquisition of capital equipment, costs to maintain office and manufacturing facilities, for general and administrative expenses and other working capital requirements. We rely on cash balances and the proceeds from the offering of our securities to fund our operations. As of September 30, 2014 we had approximately $2.6 million in cash to fund operations. Our current monthly cash requirement is approximately $725,000.

We have recurring losses and negative cash flows from operating activities and have significant future commitments, and as a result substantial doubt exists regarding our ability to remain in operation at our current level. The report of BDO USA, LLP, our independent registered accounting firm, with respect to our audited consolidated financial statements at December 31, 2013 contains an explanatory paragraph as to our potential inability to continue as a going concern. Additionally, this may adversely affect our ability to obtain new financing on reasonable terms or at all.

We are continuing our Unit (Round C) offering of common stock and warrants only until the expected second closing under the TIS Agreement. The total offering is for $30,800,000 (or 5,600,000 Units) of which 5,229,454 million Units are being offered for cash and 370,546 Units were offered for cancellation of certain outstanding indebtedness. The Units have a purchase price of $5.50 per Unit and are comprised of one share of Common Stock and one Warrant, exercisable for five years, to purchase three-tenths (0.3) of a share of Common Stock at an exercise price of $6.05 per whole share.

On April 24, 2014 we entered into and on August 22, 2014 we amended, (the “TIS Agreement”), pursuant to which TIS agreed to purchase (a) up to 3,636,364 units Units (Round C), for a total of $20,000,000, in our current Unit (Round C) offering, and (b) up to 10,909,091 shares of our common stock at $5.50 per share, for a total of up to an additional $60,000,000, all in up to five closings, with certain terms and conditions. TIS’ obligation to purchase any Units (or shares of common stock) under the Agreement is subject to the satisfaction of these closing conditions. TIS also has the option to invest an additional $30 million in our common stock at $5.50 per share, until February 25, 2015, which, if exercised, would result in aggregate proceeds of $110 million under the TIS Agreement.

43

On August 22, 2014, we consummated the first closing under the TIS Agreement under which we issued and sold 1,818,182 Units (Round C) at $5.50 per Unit, for a total of $10,000,001 in our (Round C) Offering resulting in the issuance of 1,818,182 shares of our common stock (plus 50,977 “adjustment” shares of common stock) and warrants to purchase 545,454 shares of our common stock at an exercise price of $6.05 per share. The remaining $70 million will be paid in four separate closings upon completion of certain milestones.

As of the date hereof, we believe we have satisfied the closing conditions to consummate: (a) the second closing under the TIS Agreement (under which TIS is to purchase units for a total of $10,000,000 in our Round C Offering); and (b) the fourth closing under the TIS Agreement (under which TIS is to purchase common stock of the Company for a total of $20,000,000). In late September 2014, the Company verbally notified TIS that it had met the milestone for the second closing and in early October 2014, the Company verbally notified TIS that it had met the milestone with respect to the fourth closing; however, to date, TIS has yet to consummate either the second or fourth closing. The Company has received repeated assurances from a TIS representative that TIS fully intends to meet its obligations under the TIS Agreement. In addition, on November 11, 2014, the Company received a letter from TIS confirming in writing TIS’s confidence that TIS will be in a position to consummate the second closing for $10,000,000 shortly following a TIS member’s receipt of funds from another transaction on or before November 22, 2014 or funding by another TIS member prior to such date. The letter from TIS also indicates a desire on the part of TIS to invest the remaining $60,000,000 shortly after consummation of the second closing (with the final $20,000,000 to be held in escrow pending fulfillment of the milestone contained in the TIS Agreement relating to the first patient receiving the first three doses of OncoVAX, with positive results). Notwithstanding these verbal and written assurances from TIS, the Company has been unable to verify the validity of the TIS assurances or the availability of the funds TIS anticipates using to satisfy its obligations.

We do not have sufficient capital on hand to fund our plan of operations over the next twelve months. In order to address our capital needs, including our planned Phase IIIb clinical trial, we need to consummate the additional closings under the TIS Agreement, under which we would receive an additional $70 million in gross proceeds. We are actively pursuing additional equity or debt financing, in the form of either a private placement or a public offering. We have been in ongoing discussions with strategic institutional investors and investment banks with respect to such possible offerings. Such additional financing opportunities might not be available to us, when and if needed, on acceptable terms or at all. If we are unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances or if we fail to consummate the additional closings under the TIS Agreement, our operating results and prospects will be adversely affected.

As of September 30, 2014 the Company had cash and cash equivalents of approximately $2.6 million, which had declined to approximately $1.4 million as of October 31, 2014.

44

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4 - CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2014, our disclosure controls and procedures are effective. Disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

We are currently in a dispute with a vendor regarding amounts owed for services performed. A demand for payment under a written agreement has been made 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. Settlement discussions between the parties are continuing. We have reserved $75,000 under our financial statements for resolution of this matter.

We are party to claims and litigation that arise in the normal course of business. Management believes that the ultimate outcome of these claims and litigation will not have a material impact on our financial position or results of operations.

ITEM 1A - RISK FACTORS

If we do not raise additional capital, we may not be able to complete the development, testing and commercialization of our treatment systems or continue as a going concern.

45

To complete the development and commercialization of our product and to continue as a going concern, we will need to raise substantial amounts of additional capital. On April 24, 2014 we entered into, and on August 22, 2014 we amended, a binding agreement (the “TIS Agreement”) with a Stockholm-based investor group known as The Investment Syndicate (“TIS”), pursuant to which TIS agreed to purchase up to $80,000,000 of our common stock and warrants, all in up to five closings, subject to certain terms and conditions. TIS also has the option to invest an additional $30,000,000 in our common stock until February 25, 2015, which, if exercised, would result in aggregate proceeds of $110,000,000 under the TIS Agreement. On August 22, 2014, we consummated the first closing under the TIS Agreement under which we issued and sold $10,000,001 of our common stock and warrants. The remaining $70,000,000 is expected to be paid in four separate closings upon the completion of certain milestones.

As of the date hereof, we believe we have satisfied the closing conditions to consummate: (a) the second closing under the TIS Agreement (under which TIS is to purchase units for a total of $10,000,000 in our Round C Offering); and (b) the fourth closing under the TIS Agreement (under which TIS is to purchase common stock of the Company for a total of $20,000,000). In late September 2014, the Company verbally notified TIS that it had met the milestone for the second closing and in early October 2014, the Company verbally notified TIS that it had met the milestone with respect to the fourth closing; however, to date, TIS has yet to consummate either the second or fourth closing. The Company has received repeated assurances from a TIS representative that TIS fully intends to meet its obligations under the TIS Agreement. In addition, on November 11, 2014, the Company received a letter from TIS confirming in writing TIS’s confidence that TIS will be in a position to consummate the second closing for $10,000,000 shortly following a TIS member’s receipt of funds from another transaction on or before November 22, 2014 or funding by another TIS member prior to such date. The letter from TIS also indicates a desire on the part of TIS to invest the remaining $60,000,000 shortly after consummation of the second closing (with the final $20,000,000 to be held in escrow pending fulfillment of the milestone contained in the TIS Agreement relating to the first patient receiving the first three doses of OncoVAX, with positive results). Notwithstanding these verbal and written assurances from TIS, the Company has been unable to verify the validity of the TIS assurances or the availability of the funds TIS anticipates using to satisfy its obligations.

Other than the TIS Agreement, the Company does not have any committed sources of financing and we cannot offer any assurances that additional funding will be available in a timely manner, on acceptable terms or at all. In the event we cannot raise sufficient capital (including, without limitation, in the event TIS fails to meet its obligations under the TIS Agreement), we may be required to delay, scale back or eliminate certain aspects of our operations or attempt to obtain funds through unfavorable arrangements with partners or others that may force us to relinquish rights to certain of our technologies, products or potential markets or that could impose onerous financial or other terms. In addition, if we do not receive the funds from TIS, we may be unable to pay our existing debts or any other obligations as they come due. Furthermore, if we cannot fund our ongoing development and other operating requirements we may no longer be able to continue as a going concern.

As of September 30, 2014 the Company had cash and cash equivalents of approximately $2.6 million, which had declined to approximately $1.4 million as of October 31, 2014.

46

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1. See Item 2 under our Quarterly Report on Form 10-Q for the period ended June 30, 2014.

2. See our Current report on Form 8-K dated August 22, 2014 and filed with the SEC on August 25, 2014.

3. See our Current report on Form 8-K dated September 10, 2014 and filed with the SEC on September 16, 2014.

ITEM 3 - DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

Exhibit Number
4.1	Form of Warrant (Non US Subscriber) (1)
4.2	Form of Warrant (US Subscriber) (1)
10.1	Amendment to Seventh Amended and restated Proimissory Note dated February 1, 2014
10.2	Amendment to TIS Agreement dated August 22, 2014 (1)
10.3	Intracel Termination Agreement dated August 22, 2014 (1)
10.4	Intracel Right of First Offer Agreement dated August 22, 2014 (1)
10.5	Abell Foundation Letter Agreement dated August 22, 2014 (1)
10.6	Form of Subscription Agreement (Non US Subscriber) (1)
10.7	Form of Subscription Agreement (US Subscriber) (1)
10.8	Rx Trials Master Services Agreement dated September 10, 2014 (2)
10.9	Employment Agreement between Vaccinogen and Andrew Tussing (3)
10.10	Employment Agreement between Vaccinogen and Michael G. Hanna, Jr., Ph.D. (3)

47

31.1	Certification of Principal Executive and 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

(1)	Filed as an Exhibit to our Current Report on Form 8-K with the SEC on August 25, 2014.
(2)	Filed as an Exhibit to our Current Report on Form 8-K with the SEC on September 16, 2014.
(3)	Filed as an Exhibit to our Current Report on Form 8-K with the SEC on September 22, 2014.

48

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:	November 14, 2014	By:	/s/ Andrew L. Tussing
			Andrew L Tussing
			President, Chief Executive Officer and acting Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

49

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew L. Tussing., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vaccinogen, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant;s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2014

/s/ Andrew L. Tussing

Andrew L. Tussing

Chief Executive Officer and acting Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew L. Tussing, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Vaccinogen, Inc. on Form 10-Q for the period ended September 30, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Vaccinogen, Inc.

Date: November 14, 2014

By:	/s/ Andrew L. Tussing
Name:	Andrew L. Tussing
Title:	Chief Executive Officer and Acting Chief Financial Officer

XML

Intangible Assets (Details Textual) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2013
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 1,700,000	$ 5,027,451	$ 5,027,447
Finite-Lived Intangible Assets, Remaining Amortization Period		12 years 7 months 6 days

XML

Subsequent Events (Details Textual) (USD $)	9 Months Ended	1 Months Ended
	Sep. 30, 2014	Nov. 01, 2014 Subsequent Event [Member]
Subsequent Event [Line Items]
Repayments of Debt		$ 500,000
Debt Instrument, Increase, Accrued Interest	$ 500,000	$ 138,000

XML

Stock-Based Compensation (Details) (Warrant Activity [Member], USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Warrant Activity [Member]
Shares
Balance, beginning of year	785,575	785,575
Granted	35,000	0
Balance, end of year	820,575	785,575
Weighted Average Fair Value
Balance, beginning of year	$ 2.99	$ 1.48
Granted	$ 4.51	$ 0
Balance, end of year	$ 1.72	$ 1.48

XML

Fair Value Measurements (Details Textual) (USD $)	9 Months Ended	12 Months Ended			1 Months Ended	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Jan. 16, 2013	Aug. 31, 2012	Aug. 31, 2014 Abell Investment Option [Member]	Sep. 30, 2014 Abell Investment Option [Member]
Shares Issued, Price Per Share			$ 5.50
Discounted Share Price Per Share	$ 4.40		$ 4.40
Investment Owned, Face Amount			$ 5,000,000
Yielded Number Of Shares	1,136,364	934,580
Expected Venture Capital Financing Price Per Share		$ 5.35
Stock Issued During Period, Value, Share-based Compensation, Gross	(3,168,224)					3,168,224
Common stock purchase					(909,091)
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001		$ 0.0001	$ 5.50
Total shares of common stock					$ 5,000,000

XML

Summary of Significant Accounting Policies (Details Textual)	1 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended					3 Months Ended		9 Months Ended			0 Months Ended	3 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended	9 Months Ended
	Oct. 31, 2011	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Oct. 31, 2012 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2014 EUR (€)	Sep. 30, 2013 USD ($)	Dec. 31, 2013 USD ($)	Aug. 31, 2012 USD ($)	Sep. 30, 2014 Bridge Loan [Member] USD ($)	Sep. 30, 2013 Bridge Loan [Member] USD ($)	Sep. 30, 2014 Bridge Loan [Member] USD ($)	Sep. 30, 2013 Bridge Loan [Member] USD ($)	Dec. 31, 2013 Bridge Loan [Member] USD ($)	Jan. 16, 2013 Abell Investment Option [Member] USD ($)	Sep. 30, 2014 Abell Option [Member] USD ($)	Sep. 30, 2013 Abell Option [Member] USD ($)	Sep. 30, 2014 Abell Option [Member] USD ($)	Sep. 30, 2013 Abell Option [Member] USD ($)	Dec. 31, 2013 Abell Option [Member] USD ($)	Sep. 30, 2014 Abell Warrant [Member] USD ($)	Sep. 30, 2013 Abell Warrant [Member] USD ($)	Sep. 30, 2014 Abell Warrant [Member] USD ($)	Sep. 30, 2013 Abell Warrant [Member] USD ($)	Dec. 31, 2013 Abell Warrant [Member] USD ($)	Sep. 30, 2014 Round C Warrant [Member] USD ($)	Sep. 30, 2013 Round C Warrant [Member] USD ($)	Sep. 30, 2014 Round C Warrant [Member] USD ($)	Sep. 30, 2013 Round C Warrant [Member] USD ($)	Dec. 31, 2013 Round C Warrant [Member] USD ($)	Sep. 30, 2014 Patents [Member]
Malpractice Insurance, Annual Coverage Limit					$ 250,000	€ 100.000
Finite-Lived Intangible Asset, Useful Life																															12 years 3 months 18 days
Debt Instrument, Convertible, Terms of Conversion Feature	The number of shares issuable pursuant to the Abell Warrants is based upon a fixed amount of $1.1 million divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing where the total proceeds are at least $35 million.
Warrants Contractual Term																												5 years
Fair Value, Option, Changes in Fair Value, Gain (Loss)										0	0	30,000	389,500			1,205,610	227,273	4,224,304	806,821		271,152	66,633	896,588	51,036		295,434	67,997	1,425,943	61,929
Financial Liabilities Fair Value Disclosure, Total		3,500,814			3,500,814			11,794,790								0		0		7,392,528
Debt Instrument, Convertible, Number of Equity Instruments																												1,057,520		339,966
Class of Warrant or Right, Exercise Price of Warrants or Rights																										$ 6.05		$ 6.05
Proceeds from Unsecured Notes Payable				1,019,000
Debt Instrument, Convertible, Carrying Amount of Equity Component		20,000,000			20,000,000
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross value															5,000,000
Unrecognized Tax Benefits, Interest on Income Taxes Accrued		100,000			100,000			130,000
Warrants Not Settleable in Cash, Fair Value Disclosure										720,000		720,000		990,000							719,247		719,247		1,615,835	2,061,567		2,061,567		1,796,427
Common stock purchase															909,091
Common stock, par value (in dollars per share)		$ 0.0001			$ 0.0001			$ 0.0001	$ 0.0001						$ 5.50
Total shares of common stock															5,000,000
Purchase of securities															40,000,000
Closing financing cost															35,000,000
Income Tax Expense (Benefit)		$ 0	$ 0		$ 0		$ 0

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Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2014

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, 2014:

	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Intellectual Property	$	84,481,856	$	26,816,335	$	57,665,521
Other Intangible Assets		121,944		89,358		32,586
	$	84,603,800	$	26,905,693	$	57,698,107

Intangible assets by major asset class were as follows at December 31, 2013:

	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Intellectual Property	$	84,481,856	$	21,792,439	$	62,689,417
Other Intangible Assets		121,944		85,802		36,142
	$	84,603,800	$	21,878,241	$	62,725,559

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, 2014 is as follows:

Years ending December 31,
2014	$	1,675,818
2015		6,702,516
2016		6,702,447
2017		6,702,447
2018		6,702,447
Thereafter		29,212,432
	$	57,698,107

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Stock-Based Compensation (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			6 years 8 months 16 days
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total	$ 468,000		$ 468,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			3 years
Warrants Outstanding, Weighted Average ExercisePrice	$ 1.72		$ 1.72
Share-based Compensation, Total	20,490		54,159	24,108
General and Administrative Expense, Total	1,702,609	728,357	3,397,378	8,701,048
Research and Development Expense, Total	2,698,152	2,145,358	6,820,980	6,335,026
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General and Administrative Expense, Total	4,777		14,331
Research and Development Expense, Total	15,713		39,828
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of Stock and Warrants for Services or Claims			820,575	785,575
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Weighted Average ExercisePrice		$ 7.50		$ 7.50
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
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Weighted Average ExercisePrice		$ 1.00		$ 1.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term			2 years 6 months
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total	$ 430,000	$ 350,000	$ 430,000	$ 350,000
Share Based Compensation Arrangement By Share Based Payment Award Non vested Options Outstanding Number			134,278	134,278

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Fair Value Measurements (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Liabilities, Fair Value Disclosure, Recurring	$ 3,500,814	$ 11,794,790
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	3,500,814	11,794,790
Abell Warrant [Member]
Liabilities, Fair Value Disclosure, Recurring	719,247	1,615,835
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	719,247	1,615,835
Round C Warrants [Member]
Liabilities, Fair Value Disclosure, Recurring	2,061,567	1,796,427
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	2,061,567	1,796,427
Bridge Loan [Member]
Liabilities, Fair Value Disclosure, Recurring	720,000	990,000
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	720,000	990,000
Abell Option [Member]
Liabilities, Fair Value Disclosure, Recurring		7,392,528
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		$ 7,392,528

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Intangible Assets (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 84,603,800	$ 84,603,800
Accumulated Amortization	26,905,693	21,878,241
Net Carrying Amount	57,698,107	62,725,559
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	84,481,856	84,481,856
Accumulated Amortization	26,816,335	21,792,439
Net Carrying Amount	57,665,521	62,689,417
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	121,944	121,944
Accumulated Amortization	89,358	85,802
Net Carrying Amount	$ 32,586	$ 36,142

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Related Party Transactions (Details Textual) (USD $)						0 Months Ended
	Apr. 30, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Executive Officer [Member]	Dec. 31, 2012 Executive Officer [Member]	Apr. 15, 2012 Intracel [Member]
Due to Related Parties	$ 20,000	$ 20,000	$ 4,099	$ 50,000	$ 10,000
Unsecured Debt, Current						30,000
Stockholders' Equity, Period Increase (Decrease)						$ 1,000,000

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Stockholders' Equity (Details Textual) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Aug. 31, 2012
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	50,000,000	50,000,000	50,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	34,027,593	31,568,629	200,000,000
Share Price	$ 5.35
Stock Issued During Period Shares Prior To Antidilution Protection	27,213
Stock Issued During Period Shares After Antidilution Protection	67,092	31,811
Round C Warrants [Member]
Common Stock, Shares, Issued	5,600,000
Proceeds From Issuance of Common Stock Warrants	$ 30,800,000
Round C Stock [Member]
Anti-Dilution Protection Description		The Company filed a Form S-1 Registration Statement with the SEC, which became effective on October 31, 2013. The Effectiveness Date Market Price of Vaccinogen stock as of that date was $5.35. Pursuant to the protection provided to subscribers prior to October 31, 2013, 27,213 adjustment shares were issued. All subscriptions subsequent to the October 31, 2013 effective date through December 31, 2013 have been issued adjustment shares, totaling 31,811 and 67,092 adjustment shares were issued for the nine months ended September 30, 2014. All of the adjustment shares are included in the calculation of total shares issued or outstanding for the periods ended September 30, 2014 and December 31, 2013.

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Going Concern

9 Months Ended

Sep. 30, 2014

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. The Company has recurring losses and as of September 30, 2014, the Company had an accumulated deficit of approximately $108.9 million and negative working capital of approximately $6.6 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. 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 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.

The Company does not have sufficient capital to fund its plan of operations over the next twelve months. In order to address its capital needs, including its planned Phase IIIb clinical trial, the Company is actively pursuing additional equity financing, in the form of either a private placement or a public offering. We have been in ongoing discussions with strategic institutional investors and investment banks with respect to such possible offerings.

In April 2014, the Company entered into a binding agreement (as amended, the “TIS Agreement”) with a Stockholm-based investor group known as The Investment Syndicate (“TIS”) under which TIS agreed to purchase up to $80 million of the Company’s common stock. The initial $10 million in equity financing closed in August 2014 following Vaccinogen’s satisfaction of certain closing conditions. The remaining $70 million will be paid in four separate closings upon completion of certain milestones. TIS also has the option to invest an additional $30 million of the Company’s common stock under the same pricing terms as the $80 million financing until February 25, 2015, which if exercised, would result in aggregate gross proceeds of $110 million to the Company under the TIS Agreement.

As of the date hereof, the Company believes it has satisfied the closing conditions to consummate: (a) the second closing under the TIS Agreement (under which TIS is to purchase units for a total of $10,000,000 in our Round C Offering); and (b) the fourth closing under the TIS Agreement (under which TIS is to purchase common stock of the Company for a total of $20,000,000). In late September 2014, the Company verbally notified TIS that it had met the milestone for the second closing and in early October 2014, the Company verbally notified TIS that it had met the milestone with respect to the fourth closing; however, to date, TIS has yet to consummate either the second or fourth closing. The Company has received repeated assurances from a TIS representative that TIS fully intends to meet its obligations under the TIS Agreement. In addition, on November 11, 2014, the Company received a letter from TIS confirming in writing TIS’s confidence that TIS will be in a position to consummate the second closing for $10,000,000 shortly following a TIS member’s receipt of funds from another transaction on or before November 22, 2014 or funding by another TIS member prior to such date. The letter from TIS also indicates a desire on the part of TIS to invest the remaining $60,000,000 shortly after consummation of the second closing (with the final $20,000,000 to be held in escrow pending fulfillment of the milestone contained in the TIS Agreement relating to the first patient receiving the first three doses of OncoVAX, with positive results). Notwithstanding these verbal and written assurances from TIS, the Company has been unable to verify the validity of the TIS assurances or the availability of the funds TIS anticipates using to satisfy its obligations.

Adequate financing opportunities might not be available to the Company, when and if needed, on acceptable terms or at all. If the Company is unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances or if the Company fails to consummate the additional closings under the TIS Agreement, the Company’s operating results and prospects will be adversely affected.

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Fair Value Measurements (Details 1) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 11,794,790	$ 2,590,655
Issuance of securities	1,428,612	6,405,348
Fair value change included in earnings	(6,554,364)	2,798,787
Reclassification to equity	(3,168,224)
Ending Balance	3,500,814	11,794,790
Abell Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	1,615,835	831,806
Issuance of securities	37,529	275,813
Fair value change included in earnings	(934,117)	508,216
Reclassification to equity	0
Ending Balance	719,247	1,615,835
Round C Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	1,796,427	230,349
Issuance of securities	1,691,083	1,112,990
Fair value change included in earnings	(1,425,943)	453,088
Reclassification to equity	0
Ending Balance	2,061,567	1,796,427
Bridge Loan [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	990,000	1,528,500
Issuance of securities	(300,000)	(938,000)
Fair value change included in earnings	30,000	399,500
Reclassification to equity	0
Ending Balance	720,000	990,000
Abell Option [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	7,392,528	0
Issuance of securities	0	5,954,545
Fair value change included in earnings	(4,224,304)	1,437,983
Reclassification to equity	(3,168,224)
Ending Balance	$ 0	$ 7,392,528

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Going Concern (Details Textual) (USD $)			1 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Aug. 31, 2014 The Investment Syndicate [Member]	Apr. 30, 2014 The Investment Syndicate [Member]	Nov. 11, 2014 The Investment Syndicate [Member] Subsequent Event [Member]	Apr. 30, 2014 The Investment Syndicate [Member] Round C Offering [Member]
Retained Earnings (Accumulated Deficit), Total	$ (108,938,651)	$ (103,279,321)
Working Capital	6,600,000
Description for Additional common stock purchase				additional $30 million of the Company’s common stock under the same pricing terms as the $80 million financing until February 25, 2015
Common stock purchase				80,000,000
initial equity finance			10,000,000
Payments for Remaining milestones				70,000,000
Proceeds from Issuance of Common Stock				$ 110,000,000
Description on purchase unit agreement					the Company received a letter from TIS confirming in writing TIS’s confidence that TIS will be in a position to consummate the second closing for $10,000,000	(a) the second closing under the TIS Agreement (under which TIS is to purchase units for a total of $10,000,000 in our Round C Offering); and (b) the fourth closing under the TIS Agreement (under which TIS is to purchase common stock of the Company for a total of $20,000,000).
Description on investment units					the remaining $60,000,000 shortly after consummation of the second closing
Description on remaining investment units					(with the final $20,000,000 to be held in escrow pending fulfillment of the milestone contained in the TIS Agreement relating to the first patient receiving the first three doses of OncoVAX, with positive results).

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2014

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

Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Warrants [Table Text Block]

The following table summarizes the stock purchase warrant activity for the nine months ended September 30, 2014 and 2013.

	2014				2013
			Weighted			Weighted
			Average Fair			Average Fair
	Shares		Value		Shares	Value
Balance, January 1		785,575	$	2.99	785,575	$	1.48
Granted		35,000		4.51	-		-
Balance, September 30		820,575	$	1.72	785,575	$	1.48

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

The following table summarizes information on warrants outstanding as of September 30, 2014:

			Weighted Average	Weighted Average
Exercise price		Shares	Remaining Life	Exercise Price
$	1.00	705,575	0.30	$	1.00
$	5.50	80,000	2.99	$	5.50
$	7.50	35,000	4.51	$	7.50
Total		820,575	0.74	$	1.72

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Fair Value Measurements (Details 2) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, Fair Value Disclosure, Recurring	$ 3,500,814	$ 11,794,790
Round C Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, Fair Value Disclosure, Recurring	2,061,567	1,796,427
Bridge Loan [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, Fair Value Disclosure, Recurring	720,000	990,000
Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, Fair Value Disclosure, Recurring	3,500,814	11,794,790
Fair Value, Inputs, Level 3 [Member] | Abell Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, Fair Value Disclosure, Recurring	719,247
Fair Value Measurements, Valuation Techniques	Black -Scholes
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description	Strike price Equity volatility
Fair Value, Inputs, Level 3 [Member] | Round C Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, Fair Value Disclosure, Recurring	2,061,567	1,796,427
Fair Value Measurements, Valuation Techniques	Black -Scholes
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description	Strike price Equity volatility
Fair Value, Inputs, Level 3 [Member] | Bridge Loan [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, Fair Value Disclosure, Recurring	$ 720,000	$ 990,000
Fair Value Measurements, Valuation Techniques	Present Value
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description	Timing and amount of future cash flows

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Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2014
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Computers and software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Useful Life Description	Shorter of lease term or useful life
Minimum [Member] | Machinery and Equipment [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

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Summary of Significant Accounting Policies (Details 1)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Stock Option Pool [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	137,000	77,000
Abell Investment Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	934,579	1,136,364
Convertible debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	142,857	83,333
Restricted stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	134,278	119,734
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,440,883	3,009,994

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Organization

9 Months Ended

Sep. 30, 2014

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. 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®. 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).

During September 2014 three new wholly-owned entities were formed by Vaccinogen, Inc. The three entities are Vaccinogen (US) R&D, Inc. a Delaware corporation; Vaccinogen International Partners, Ltd. a Bermuda partnership and Vaccinogen Bermuda, Ltd., a Bermuda company. These entities have been consolidated by the Company but had no financial transactions that occurred during the period ended September 30, 2014.

The purpose of the entities is to facilitate the global commercialization of OncoVAX® and other products as they are developed and marketed by the Company.

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Summary of Significant Accounting Policies (Details 2) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Basic loss per share, Net Loss	$ (2,858,093)	$ (3,607,093)	$ (5,659,330)	$ (17,129,668)
Gain on derivatives, Net Loss	1,772,196	(361,903)	6,516,834	(1,585,099)
Dilutive loss per share, Net Loss	$ (4,630,289)	$ (3,607,093)	$ (12,176,164)	$ (17,129,668)
Basic loss per share, Weighted Average Shares	32,959,051	31,275,037	32,127,883	30,974,242
Dilutive loss per share, Weighted Average Shares	32,959,051	31,275,037	32,127,883	30,974,242
Basic loss per share	$ (0.09)	$ (0.12)	$ (0.18)	$ (0.55)
Dilutive loss per share	$ (0.14)	$ (0.12)	$ (0.38)	$ (0.55)

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Notes Payable (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Short-term Debt [Line Items]
Notes Payable, Current	$ 3,500,000	$ 4,831,217
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	$ 0	$ 1,331,217

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Supplemental Disclosure of Cash Flow Information (Details Textual) (USD $)	3 Months Ended		9 Months Ended				1 Months Ended	9 Months Ended			9 Months Ended		1 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Aug. 31, 2012	Jan. 31, 2014 Round C Warrants [Member]	Sep. 30, 2014 Round C Warrants [Member]	Sep. 30, 2013 Round C Warrants [Member]	May 31, 2013 Round C Warrants [Member]	Sep. 30, 2014 Round C Common Stock [Member]	Sep. 30, 2013 Round C Common Stock [Member]	May 31, 2013 Bridge Loan 2012 [Member]	Jan. 31, 2014 Bridge Loan 2012 [Member]
Interest Paid, Total	$ 178,000	$ 315,000	$ 1,819,000	$ 315,000
Warrants Issued To Purchase Of Common Stock											699,828
Additional Paid In Capital Common Stock And Warrants	12,800,000	3,200,000	12,800,000	3,200,000
Additional Paid In Capital Common Stock And Warrants, Share									587,979		2,332,781
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights adjustment Shares									176,391		65,434
Proceeds from Issuance of Common Stock									2,400,000		11,200,000	800,000
Proceeds from Issuance of Warrants								1,600,000
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			$ 6.05
Convertible Debt													838,000
Debt Conversion, Converted Instrument, Shares Issued													152,359
Common Stock, Value, Issued	$ 3,403		$ 3,403		$ 3,157									$ 300,000
Common Stock, Shares, Issued	34,027,593		34,027,593		31,568,629	200,000,000		5,600,000						56,075
Debt Instrument, Convertible, Number of Equity Instruments							16,363
Additional Common Stock Shares Adjusted														1,530

XML

Condensed Consolidated Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
Assets
Cash and cash equivalents	$ 2,588,583	$ 73,096
Restricted cash	41,205	44,394
Inventory	99,250	100,150
Prepaid expenses and other current assets	1,969,802	115,522
Total Current Assets	4,698,840	333,162
Property and equipment, net	179,737	198,790
Deferred costs	26,182	0
Intangible assets, net	57,698,107	62,725,559
Total Assets	62,602,866	63,257,511
Liabilities and Stockholders' Equity
Financial instruments	3,500,814	11,794,790
Notes payable	3,500,000	4,831,217
Accounts payable	1,926,952	3,357,287
Accrued interest	959,454	863,637
Accrued expenses and other liabilities	870,379	639,448
Accrued compensation	567,842	1,108,541
Related party payable	0	54,099
Total Current Liabilities	11,325,441	22,649,019
Total Liabilities	11,325,441	22,649,019
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 shares authorized; 34,027,593 and 31,568,629 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively.	3,403	3,157
Additional paid-in capital	160,257,271	143,920,855
Accumulated other comprehensive loss	(44,598)	(36,199)
Accumulated deficit	(108,938,651)	(103,279,321)
Total Stockholders' Equity	51,277,425	40,608,492
Total Liabilities and Stockholders' Equity	$ 62,602,866	$ 63,257,511

XML

Fair Value Measurements (Details 3) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Stock price	$ 5.35
Abell Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Average Volatility	80.00%	85.00%
Exercise price	$ 4.55	$ 4.68
Stock price	$ 3.50	$ 6.00
Risk free interest rate	2.52%
Dividend yield	0.00%	0.00%
Expected life (in years)	10 years	10 years
Round C Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Average Volatility	80.00%	85.00%
Exercise price	$ 5.48	$ 6.05
Stock price	$ 3.50	$ 6.00
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		2.65%
Maximum [Member] | Round C Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free interest rate	1.78%	1.38%
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%
Minimum [Member] | Round C Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free interest rate	1.02%	1.03%
Expected life (in years)	3 years 1 month 6 days	4 years 1 month 6 days

XML

Condensed Consolidated Statements 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, 2013	$ 40,608,492	$ 3,157	$ 143,920,855	$ (103,279,321)	$ (36,199)
Beginning Balance (in shares) at Dec. 31, 2013		31,568,629
Issuance of common stock for cash	10,901,101	240	10,900,861	0	0
Issuance of common stock for cash (in shares)		2,398,216
Investment option reclassification	3,168,224	0	3,168,224	0	0
Contingent Warrants	1,818,642	0	1,818,642	0	0
Conversion of 2012 Bridge Loan for common stock	227,939	6	227,933	0	0
Conversion of 2012 Bridge Loan for common stock (in shares)		56,075
Stock-based compensation and warrants issued for services	201,789	0	201,789	0	0
Conversion of payable to common stock	18,967	0	18,967	0	0
Conversion of payable to common stock (in shares)		4,673
Other comprehensive income	(8,399)	0	0	0	(8,399)
Net loss	(5,659,330)	0	0	(5,659,330)	0
Ending Balance at Sep. 30, 2014	$ 51,277,425	$ 3,403	$ 160,257,271	$ (108,938,651)	$ (44,598)
Ending Balance (in shares) at Sep. 30, 2014		34,027,593

XML

Property and Equipment (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	$ 921,461	$ 941,583
Less accumulated depreciation	(741,724)	(742,793)
Property, Plant and Equipment, Net ,Total	179,737	198,790
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	554,973	645,459
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	258,505	258,505
Computers and software [Member]
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	77,081	1,929
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property Plant And Equipment Gross	$ 30,902	$ 35,690

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013, respectively include the accounts of Vaccinogen, Inc. and its subsidiaries 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 therefore should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2013, filed with the SEC on March 28, 2014.

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, 2014 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 the accounts of Vaccinogen, Inc. and its wholly-owned subsidiaries, Vaccinogen BV (a company incorporated in the Netherlands); Vaccinogen (US) R&D, Inc.; Vaccinogen International Partners, LP; and Vaccinogen Bermuda, Ltd. All intercompany balances and transactions have been eliminated in consolidation.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Standards

In September 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this Update define when and how companies are required to disclose going concern uncertainties, which must be evaluated each interim and annual period.  Specifically, the ASU requires management to determine whether substantial doubt exists regarding the entity’s going concern presumption. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). If substantial doubt exists, certain disclosures are required; the extent of those disclosures depends on an evaluation of management’s plans (if any) to mitigate the going concern uncertainty. The new standard applies prospectively, to annual periods ending after December 15, 2016, and to annual and interim periods thereafter.  Early adoption is permitted. The company is currently evaluating the potential impact the new standard will have on its financial statements. 

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of unaudited condensed consolidated 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 and the Netherlands.

Cash and cash equivalents in the United States are maintained at financial institutions and, at times, balances may exceed federally insured limits. All non-interest bearing cash balances were fully insured to $250,000 per depositor at each financial institution, and noninterest bearing cash balances may again exceed federally insured limits.

Cash and cash equivalents in The Netherlands are maintained at a financial institution and, at times, balances may exceed insured limits. Insurance coverage is limited to 100.000€ for all company accounts at each financial institution.

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 to be utilized in the planned Phase IIIb clinical trial and for research and development activities.

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
Furniture and fixtures	5 years
Computers and software	3 years
Leashold Improvements	Shorter of lease term or useful life

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.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Intangible Assets

Intangible assets consist primarily of the cost of acquired patents associated with OncoVAX® to be used in research and development and the commercialization of cancer related vaccines. The Company has capitalized the cost of the acquired patents because the Company has identified alternative future research and development efforts for numerous forms of cancer which it intends to pursue and for 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 12.3 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, 2014.

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.

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 still requires additional 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. A full valuation allowance was recorded against its deferred tax assets for the periods ended September 30, 2014 and December 31, 2013.

As required under ASC 740-270 Interim Financial Reporting, the Company has estimated its annual effective tax rate for the full fiscal year and applied that rate to the year to date pretax book income to determine its provision for income taxes for the interim period. The Company had no provision for income taxes for the three and nine month periods ended September 30, 2014 and 2013.

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 of $100,000 and $130,000 under ASC 740-10 as of September 30, 2014 and December 31, 2013, respectively. It is the Company’s accounting policy to account for ASC 740-10 related penalties and interest by including those items in other liabilities/expenses and not in the income tax provision in the unaudited condensed consolidated statements of operations. The Company has identified its U.S. Federal income tax return, its state return in Maryland and Netherlands corporate income tax returns 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

Warrants and Options 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”). Between January 2013, and August 2014 the maturity of the Abell Loan was extended on various occasions and additional warrants were issued. The accounting treatment of these extensions are described within Note 7 to these unaudited condensed consolidated financial statements.

In connection with the promissory note issued to The Abell Foundation, the Company granted The Abell Foundation a security interest in its patents related to OncoVAX®. The promissory note was paid in full on August 25, 2014 and Abell released its security interest in Vaccinogen’s patents via the filing of an UCC-3 termination statement on September 3, 2014.

The number of shares issuable pursuant to the Abell Warrants is based upon a fixed amount of $1.1 million divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing where the total proceeds are at least $35 million.

As of September 30, 2014 and December 31, 2013, the estimated fair value of the Abell Warrants was $719,247 and $1,615,835, respectively. The Company recorded a gain of $271,152 and $896,588 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $66,633 and a gain of $51,036 for the three and nine months ended September 30, 2013, respectively.

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”). On August 22, 2014 the Company entered into a letter agreement with Abell (the “Abell Amendment”), pursuant to which Abell agreed to either (a) purchase up to 909,091 shares of the Company’s common stock at $5.50 per share, for a total of up to $5,000,000, on or before the 14th day following Abell’s receipt of written notice (together with such further related information and documentation as Abell may reasonably require) that both (i) the first patient has been given three doses of OncoVAX, with positive results (Delayed-Type Hypersensitivity), in the next phase IIIb trial and (ii) the aggregate investment by TIS of at least $40,000,000 for the purchase of our securities in accordance with the TIS Agreement has occurred or (b) surrender its investment option if the conditions above have occurred and Abell chooses not to invest within such 14 day period. TIS executed the Abell Letter Agreement for the sole purpose of affirming our commitments to (x) relocate our offices to Baltimore, Maryland within 12 months of the closing of a financing of at least $35 million and (y) to construct and maintain our next and principal manufacturing facility in Baltimore, Maryland.

As of September 30, 2014 and December 31, 2013, the estimated fair value of the Abell Option was $0 and $7,392,528, respectively. The Company recorded a gain of $1,205,610 and $4,224,304 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $227,273 and $806,821 for the three and nine months ended September 30, 2013, respectively.

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 unaudited condensed consolidated balance sheets and records changes in the estimated fair value of derivative financial instruments as income or expense in its unaudited condensed consolidated statements of operations.

Round C Warrants

From October 2012 through December 2013 and then again from January 2014 through September 30, 2014, the Company issued warrants to certain investors in the common stock of the Company (the “Round C Warrants”). Round C Warrants to acquire 339,966 shares of common stock were issued through December 2013 and Round C Warrants to acquire 1,057,520 shares of common stock were issued during the nine months ended September 30, 2014. The Round C Warrants have an exercise price of $6.05, a contractual term of 5 years and were fully vested upon issuance.

As of September 30, 2014 and December 31, 2013, the estimated fair value of the Round C Warrants was $2,061,567 and $1,796,427, respectively. The Company recorded a gain of $295,434 and $1,425,943 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $67,997 and $61,929 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. The Company will have met the $20 million threshold upon receipt of the second tranche of funding under the TIS Agreement and at that time 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, 2014 and December 31, 2013, the estimated fair value of the liability associated with the Bridge Loan was $720,000 and $990,000 respectively, which has been recorded and included in financial instruments in the accompanying unaudited condensed consolidated balance sheets.

The Company recorded a loss of $0 and $30,000 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $0 and $389,500 for the three and nine months ended September 30, 2013, respectively.

The changes in the estimated fair value have been classified in Gain (Loss) on Financial Instruments in the accompanying unaudited condensed consolidated statements of operations for the three and nine month periods ended September 30, 2014 and 2013.

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Share

Basic loss per share is determined by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive:

Nine months ended September 30,	2014	2013
Stock Options	137,000	77,000
Abell Investment Option	934,579	1,136,364
Convertible debt	142,857	83,333
Restricted stock awards	134,278	119,734
Warrants	4,440,883	3,009,994

Dilutive 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. The net loss available to common shareholders is adjusted for gains on financial instruments, as its effect would be anti dilutive.

	Three months ended September 30, 2014					Three months ended September 30, 2013
			Weighted	Loss				Weighted	Loss
			Average	Per				Average	Per
	Net Loss		Shares	Share		Net Loss		Shares	Share
Basic loss per share	$	(2,858,093)	32,959,051	$	(0.09)	$	(3,607,093)	31,275,037	$	(0.12)
Gain on derivatives		(1,772,196)
Dilutive loss per share	$	(4,630,289)	32,959,051	$	(0.14)	$	(3,607,093)	31,275,037	$	(0.12)

	Nine months ended September 30, 2014					Nine months ended September 30, 2013
			Weighted	Loss				Weighted	Loss
			Average	Per				Average	Per
	Net Loss		Shares	Share		Net Loss		Shares	Share
Basic loss per share	$	(5,659,330)	32,127,883	$	(0.18)	$	(17,129,668)	30,974,242	$	(0.55)
Gain on derivatives		(6,516,834)
Dilutive loss per share	$	(12,176,164)	32,127,883	$	(0.38)	$	(17,129,668)	30,974,242	$	(0.55)

XML

Property and Equipment (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Property, Plant and Equipment [Line Items]
Depreciation	$ 13,883	$ 7,856	$ 36,823	$ 21,280

XML

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment consisted of the following:

	September 30, 2014		December 31, 2013
Machinery and equipment	$	554,973	$	645,459
Leashold Improvements		258,505		258,505
Computers and software		77,081		1,929
Furniture and fixtures		30,902		35,690
		921,461		941,583
Less accumulated depreciation		(741,724)		(742,793)
	$	179,737	$	198,790

XML

Condensed Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash Flows From Operating Activities
Net loss	$ (5,659,330)	$ (17,129,668)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	36,823	21,280
Amortization of intangible assets	5,027,451	5,027,447
(Gain) Loss on financial instruments	(6,516,834)	1,585,099
Other stock based expense	0	5,954,545
Stock based compensation - employees	54,159	24,108
Warrants issued for services	147,630	0
Non-cash interest expense	1,818,642	314,604
Changes in operating assets and liabilities, net:
Accrued interest	95,818	(76,255)
Changes in restricted cash	(133)	(448)
Prepaid expenses and other assets	(1,751,887)	(38,106)
Accounts payable and accrued expenses and other liabilities	(1,853,291)	1,298,885
Net Cash Used In Operating Activities	(8,600,952)	(3,018,509)
Cash Flows From Investing Activities
Purchases of property and equipment	(10,213)	(5,310)
Net Cash Used In Investing Activities	(10,213)	(5,310)
Cash Flows From Financing Activities
Repayments of Abell Loan	(1,331,218)	(304,621)
Repayments of related party notes payable	(54,099)	0
Proceeds from issuance of common stock and warrants net of issuance costs	12,458,880	3,233,887
Net Cash Provided by Financing Activities	11,073,563	2,929,266
Impact of foreign currency translation on cash and cash equivalents	53,089	40,782
Net Increase (Decrease) in Cash and Cash Equivalents	2,515,487	(53,771)
Cash and Cash Equivalents, beginning of period	73,096	113,840
Cash and Cash Equivalents, end of period	$ 2,588,583	$ 60,069

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
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	34,027,593	31,568,629
Common Stock, Shares, Outstanding	34,027,593	31,568,629

XML

Stock-Based Compensation

9 Months Ended

Sep. 30, 2014

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

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

10. Stock-Based Compensation

Restricted Stock

As of September 30, 2014 and September 30, 2013, total unrecognized compensation costs related to nonvested restricted stock awards to purchase 134,278 shares of common stock was approximately $430,000 and $350,000 respectively, 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 6.71 years as of September 30, 2014. No awards vested during the three and nine months ended September 30, 2014 and 2013.

Stock Option Pool

The Company recorded stock based compensation in the amount of $20,490 and $54,159 for the three and nine months ended September 30, 2014, respectively. For the three and nine months ended September 30, 2014, $4,777 and $14,331 was allocated to General & Administrative expense with $15,713 and $39,828 was allocated to Research & Development, respectively.

Total compensation costs for unvested stock option awards outstanding at September 30, 2014 was approximately $468,000 to be recognized over approximately 3.0 years.

Stock Purchase Warrants

From time to time the Company has issued stock purchase warrants to non-employees in exchange for services.  As of September 30, 2014 and 2013 there are 820,575 and 785,575, respectively, warrants issued and outstanding with exercise prices ranging from $1.00 to $7.50. To date, all warrants have been issued with the exercise price at least equal to the then estimated fair value of the underlying security, and had contractual terms ranging from 2.5 to 7.5 years.

The following table summarizes the stock purchase warrant activity for the nine months ended September 30, 2014 and 2013.

	2014				2013
			Weighted			Weighted
			Average Fair			Average Fair
	Shares		Value		Shares	Value
Balance, January 1		785,575	$	2.99	785,575	$	1.48
Granted		35,000		4.51	-		-
Balance, September 30		820,575	$	1.72	785,575	$	1.48

The following table summarizes information on warrants outstanding as of September 30, 2014:

			Weighted Average	Weighted Average
Exercise price		Shares	Remaining Life	Exercise Price
$	1.00	705,575	0.30	$	1.00
$	5.50	80,000	2.99	$	5.50
$	7.50	35,000	4.51	$	7.50
Total		820,575	0.74	$	1.72

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Document And Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 10, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Entity Registrant Name	VACCINOGEN INC
Entity Central Index Key	0001453001
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	VGEN
Entity Common Stock, Shares Outstanding		34,027,593

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

11. Commitments and Contingencies

Leases

The Company leases office space, a manufacturing facility, and equipment under operating leases expiring at various dates in 2014 and 2015. In addition, the Company leases storage facilities on a month to month basis. Rent expense was approximately $51,000 and $134,000 for the three and nine months ended September 30, 2014, respectively. Rent expense was approximately $37,600 and $104,000 for the three and nine months ended September 30, 2013, 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 approximately $27,000 for 2014 and $21,000 for 2015 for a total of $48,000.

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 for payment under a written agreement has been made against 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’s successful initial public offering and has accrued $75,000 in the accompanying unaudited condensed consolidated financial statements.

VAT Taxes

The foreign subsidiary of the Company, located in The Netherlands, was presented with a VAT tax bill for the years 2010 and 2011 in the amount of 65,666€. The Company is appealing the decision as it believes that it should be VAT exempt. There has not yet been a decision made by the Dutch authorities and there is no estimate of when a decision will be made. In the event an unfavorable decision is made, the Company will be required to pay the full amount plus interest. The original bill at the September 30, 2014 exchange rate would have a USD equivalent of approximately $83,000. There has been no expense accrued on the accompanying unaudited condensed consolidated financial statements.

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues	$ 0	$ 0	$ 0	$ 0
Operating Expenses:
Research and Development	2,698,152	2,145,358	6,820,980	6,335,026
General and administrative expenses	1,702,609	728,357	3,397,378	8,701,048
Total Operating Expenses	4,400,761	2,873,715	10,218,358	15,036,074
Loss From Operations	(4,400,761)	(2,873,715)	(10,218,358)	(15,036,074)
Gain (Loss) on Financial Instruments	1,772,196	(361,903)	6,516,834	(1,585,099)
Interest Expense and Other Expenses	(229,528)	(371,475)	(1,957,806)	(508,495)
Net Loss	(2,858,093)	(3,607,093)	(5,659,330)	(17,129,668)
Provision for income taxes	0	0	0	0
Net Loss available to common stockholders	$ (2,858,093)	$ (3,607,093)	$ (5,659,330)	$ (17,129,668)
Net loss per Common Share
Basic (in dollars per share)	$ (0.09)	$ (0.12)	$ (0.18)	$ (0.55)
Diluted (in dollars per share)	$ (0.14)	$ (0.12)	$ (0.38)	$ (0.55)
Weighted average shares outstanding
Basic (in shares)	32,959,051	31,275,037	32,127,883	30,974,242
Diluted (in shares)	32,959,051	31,275,037	32,127,883	30,974,242

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Property and Equipment

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

5. Property and Equipment

Property and equipment consisted of the following:

	September 30, 2014		December 31, 2013
Machinery and equipment	$	554,973	$	645,459
Leashold Improvements		258,505		258,505
Computers and software		77,081		1,929
Furniture and fixtures		30,902		35,690
		921,461		941,583
Less accumulated depreciation		(741,724)		(742,793)
	$	179,737	$	198,790

Depreciation expense was $13,883 and $36,823 for the three and nine months ended September 30, 2014, respectively. Depreciation expense was $7,856 and $21,280 for the three and nine months ended September 30, 2013.

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Agreements with Intracel

9 Months Ended

Sep. 30, 2014

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.

On August 22, 2014 Intracel and Vaccinogen entered into an Agreement, whereby the License Agreement will terminate and no longer be of any force or effect once TIS invests in Vaccinogen the aggregate amount of $80,000,000. Vaccinogen shall no longer, from that point, have any obligation to pay to Intracel any royalties or other payments under the Original License Agreement and/or the License Amendment.

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 9). 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 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 the 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 3,452,766 shares of Series B preferred stock, with an estimated value of approximately $16.8 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.

All shares of Series B preferred stock were converted to common stock in 2012 as discussed in Note 9 to these unaudited condensed consolidated financial statements.

As of September 30, 2014 Intracel directly owns approximately 39% of the Company. Intracel also continues to hold certain royalty rights associated with future commercial sales of vaccines developed using OncoVAX®, which rights terminate upon the Company receiving $80 million in proceeds under the TIS Agreement. See Note 2 and Note 4.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

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

Estimated useful lives are as follows:

Machinery and equipment	3 – 5 years
Furniture and fixtures	5 years
Computers and software	3 years
Leashold Improvements	Shorter of lease term or useful life

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:

Nine months ended September 30,	2014	2013
Stock Options	137,000	77,000
Abell Investment Option	934,579	1,136,364
Convertible debt	142,857	83,333
Restricted stock awards	134,278	119,734
Warrants	4,440,883	3,009,994

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The net loss available to common shareholders is adjusted for gains on financial instruments, as its effect would be anti dilutive.

	Three months ended September 30, 2014					Three months ended September 30, 2013
			Weighted	Loss				Weighted	Loss
			Average	Per				Average	Per
	Net Loss		Shares	Share		Net Loss		Shares	Share
Basic loss per share	$	(2,858,093)	32,959,051	$	(0.09)	$	(3,607,093)	31,275,037	$	(0.12)
Gain on derivatives		(1,772,196)
Dilutive loss per share	$	(4,630,289)	32,959,051	$	(0.14)	$	(3,607,093)	31,275,037	$	(0.12)

	Nine months ended September 30, 2014					Nine months ended September 30, 2013
			Weighted	Loss				Weighted	Loss
			Average	Per				Average	Per
	Net Loss		Shares	Share		Net Loss		Shares	Share
Basic loss per share	$	(5,659,330)	32,127,883	$	(0.18)	$	(17,129,668)	30,974,242	$	(0.55)
Gain on derivatives		(6,516,834)
Dilutive loss per share	$	(12,176,164)	32,127,883	$	(0.38)	$	(17,129,668)	30,974,242	$	(0.55)

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Related Party Transactions

9 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

12. Related Party Transactions

During April 2014, an executive of the Company loaned the Company $20,000. As of September 30, 2014, the loan was fully paid.

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. 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 December 31, 2013.

In 2012, an executive of the Company loaned the Company $10,000. As of December 31, 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 December 31, 2013.

In December 2013, an executive of the Company loaned the Company $50,000. As of December 31, 2013, the balance due of $20,000 was past due. 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 December 31 2013.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

8. 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 unaudited condensed consolidated balance sheets at fair value.

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

			September 30, 2014
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	719,247	$	-	$	-	$	719,247
Round C Warrants		2,061,567		-		-		2,061,567
Bridge Loan		720,000		-		-		720,000
	$	3,500,814	$	-	$	-	$	3,500,814

			December 31, 2013
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	1,615,835	$	-	$	-	$	1,615,835
Round C Warrants		1,796,427		-		-		1,796,427
Bridge Loan		990,000		-		-		990,000
Abell Investment
Option		7,392,528		-		-		7,392,528
	$	11,794,790	$	-	$	-	$	11,794,790

The following is a reconciliation of the fair value measurements from December 31, 2013 to September 30, 2014.

			Abell		Round C		Bridge		Abell
	Total		Warrants		Warrants		Loan		Option
Balance, January 1, 2014	$	11,794,790	$	1,615,835	$	1,796,427	$	990,000	$	7,392,528
Issuance of securities		1,428,612		37,529		1,691,083		(300,000)		-
Fair value change included in earnings		(6.554.364)		(934,117)		(1,425,943)		30,000		(4,224,304)
Reclassification to equity		(3,168,224)		-		-		-		(3,168,224)
Balance,September 30, 2014	$	3,500,814	$	719,247	$	2,061,567	$	720,000	$	-

The following is a reconciliation of the fair value measurements from January 1, 2013 to December 31, 2013.

			Abell		Round C		Bridge		Abell
	Total		Warrants		Warrants		Loan		Option
Balance, January 1, 2013	$	2,590,655	$	831,806	$	230,349	$	1,528,500	$	-
Issuance of securities		6,405,348		275,813		1,112,990		(938,000)		5,954,545
Fair value change included in earnings		2,798,787		508,216		453,088		399,500		1,437,983
Balance, December 31, 2013	$	11,794,790	$	1,615,835	$	1,796,427	$	990,000	$	7,392,528

Quantitative Information

Quantitative information as of September 30, 2014 with respect to financial instruments measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) are as follows:

	Level 3 - Significant Unobservable Inputs
			Principal Valuation	Unobservable	Range
Description	Fair Value		Techniques	Inputs	(Weighted Average)
Abell Warrants	$	719,247	Black -Scholes	Strike price Equity volatility	N/A
Round C Warrants	$	2,061,567	Black -Scholes	Strike price Equity volatility	N/A
Bridge Loan	$	720,000	Present Value	Timing and amount of future cash flows	N/A

For the three and nine months ended September 30, 2014 and 2013, there were no transfers in or out of Level 3.

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 both the Abell Warrants and the Round C Warrants. The following assumptions were used:

	Abell Warrants						Round C Warrants
Nine months ended September 30,	2014			2013			2014			2013
Average Volatility		80	%		85	%		80	%		85	%
Exercise price	$	4.55		$	4.68		$	5.48		$	6.05
Stock price at Sept 30	$	3.50		$	6.00		$	3.50		$	6.00
Risk free interest rate		2.52	%		2.28 – 2.65	%		1.02% - 1.78	%		1.03 – 1.38	%
Dividend yield		0	%		0	%		0	%		0	%
Expected life		10			10			3.1 -5.0			4.1 – 5.0

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.

The Round C Warrants include a form of anti-dilution protection that may result in future adjustments to the terms of the warrants.

The fair value calculations include the use of both observable and estimated inputs. There remains an inherent subjectivity in the development of the strike price used for both the Abell and Round C Warrants. Therefore, 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

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.

As of January 16, 2013, the date of issuance for the Abell Option, the Company reasonably expected the undiscounted common stock price issuable 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. At December 31, 2013, the estimated number of shares is 934,580 in recognition of the expected Venture Capital Financing price per share of $5.35, the effective price of the Round C issuances.

In August 2014, the Abell Investment Option was modified, including changes to the terms of the optional investment (now a fixed number of shares (909,091) and a fixed purchase price ($5.50 per share), certain defined operating conditions, and a set expiry period; whereas the original investment terms were $5 million worth of common stock valued at the lowest sales price in effect at the time, and no expiry period (i.e., perpetual option).

Historically, the Company had determined that the Investment Option was a liability pursuant to the guidance contained in ASC 480, and as such should be marked to its fair value at each balance sheet date since they were determined to be probable of occurrence. Since the modification eliminates the variability in the Investment Option (the number of shares and purchase price are now fixed), in effect the Investment Agreement is now similar to a contingent “written call” or warrant where the investor can buy a fixed number of shares at a fixed price; as such the Investment Option is no longer within the scope of ASC 480.

The Company accounted the new terms of the Abell option under EITF 00-19 (ASC 815-40-25-1 through 25-43 and related interpretative guidance in ASC 815-40-55-1 through 55-18).  Since the written call are fixed (fixed number of shares at a fixed price), it is considered indexed to the Company’s own stock and treated as an equity instrument and should be classified under stockholders’ equity.  The value of the Abell option as of the effective date of the amendment was $3,168,224.  The Company removed this amount from financial liabilities and included the same to additional paid-in capital under the stockholder’s equity section in the unaudited condensed consolidated balance sheets.

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 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.

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Intangible Assets

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

6. 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.

Intangible assets by major asset class were as follows at September 30, 2014:

	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Intellectual Property	$	84,481,856	$	26,816,335	$	57,665,521
Other Intangible Assets		121,944		89,358		32,586
	$	84,603,800	$	26,905,693	$	57,698,107

Intangible assets by major asset class were as follows at December 31, 2013:

	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Intellectual Property	$	84,481,856	$	21,792,439	$	62,689,417
Other Intangible Assets		121,944		85,802		36,142
	$	84,603,800	$	21,878,241	$	62,725,559

The amortization expense for intangible assets was approximately $1.7 million and $5.0 million for the three and nine months ended September 30, 2014 and 2013. The weighted average amortization period for intangible assets was 12.6 years.

The estimated future amortization relating to all intangible assets that are recorded in the unaudited condensed consolidated balance sheets as of September 30, 2014 is as follows:

Years ending December 31,
2014	$	1,675,818
2015		6,702,516
2016		6,702,447
2017		6,702,447
2018		6,702,447
Thereafter		29,212,432
	$	57,698,107

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Notes Payable

9 Months Ended

Sep. 30, 2014

Notes Payable [Abstract]

Short-term Debt [Text Block]

7. Notes Payable

Notes payable are as follows:

	September 30, 2014		December 31, 2013
Organon Obligation	$	3,500,000	$	3,500,000
Abell Loan		-		1,331,217
	$	3,500,000	$	4,831,217

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 in effect on the anniversary date of the agreement, or October 31, 2008, which was 4.00%.

Interest expense under this agreement was approximately $35,000 for the three months ended September 30, 2014 and 2013 and $105,000 for the nine months ended September 30, 2014 and 2013. The accrued interest on this obligation is included on the unaudited condensed consolidated balance sheets as a component of Accrued Interest. 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, 2014 was approximately $138,000, 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, the Company received an additional $300,000, thereby increasing the amount outstanding to $1.8 million.

The Abell Loan was repaid in full on August 25, 2014.

Debt, Modifications and Extinguishments.

The Abell Loan underwent several amendments which were treated either as debt modifications or debt extinguishments. The most recent being the extension of the maturity date of the loan to August 26, 2014. No costs or expenses were incurred by the Company in connection with the August 2014 extension.

The July 2013 amendment required 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 instrument 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 December 31, 2013 and 300,000 warrants were issued to Abell. The warrants were valued using the Black-Scholes method, and for the year ending December 31, 2013 approximately $1.7 million was included in interest expense.

Contingent Share Warrants were issued and valued using the Black-Scholes method, and for the three and nine months ended September 30, 2014 approximately $178,000 and $1,819,000 was included in interest expense, respectively. For the three and nine months ended September 30, 2013approximately $315,000 was included in interest expense. 

The Company recorded interest expense related to the Abell Loan of approximately $9,052 and $47,505 for the three and nine months ended September 30, 2014, respectively. The Company recorded interest expense related to the Abell loan of approximately $32,113 and $104,153 for the three and nine months ended September 30, 2013.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2014

Shareholders' Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

9. Stockholders’ Equity

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.

Round C Common Stock

The subscription agreement for the Company’s most recent financing, beginning October 2012, through the issuance of common stock (“Round C”) provides a form of anti-dilution protection to subscribers. 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 Company filed a Form S-1 Registration Statement with the SEC, which became effective on October 31, 2013. The Effectiveness Date Market Price of Vaccinogen stock as of that date was $5.35. Pursuant to the protection provided to subscribers prior to October 31, 2013, 27,213 adjustment shares were issued. All subscriptions subsequent to the October 31, 2013 effective date through December 31, 2013 have been issued adjustment shares, totaling 31,811 and 67,092 adjustment shares were issued for the nine months ended September 30, 2014. All of the adjustment shares are included in the calculation of total shares issued or outstanding for the periods ended September 30, 2014 and December 31, 2013.

The Company has increased the size of the Round C Private Placement Offering to $30,800,000 (5,600,000 Units) and extended the Final Closing Date to December 31, 2014.

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Agreements with Intracel (Details Textual) (USD $)							1 Months Ended					1 Months Ended	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Aug. 31, 2012	Dec. 31, 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, 2014 License Agreement Terms [Member]	Jun. 24, 2010 License Agreement Terms [Member] Series B Preferred Stock [Member]	Jun. 24, 2010 License Agreement Terms [Member] Common Stock And Series AA Preferred Stock [Member]	Oct. 31, 2007 Trade Payable [Member]	Aug. 22, 2014 Intracel Ltd [Member]	Sep. 30, 2014 Intracel Ltd [Member]	Sep. 30, 2014 Intracel Ltd [Member] Series B Preferred Stock [Member]	Oct. 31, 2007 Stock Holder One [Member]
Agreement [Line Items]
Equity Method Investment, Ownership Percentage				50.00%			10.00%		20.00%	10.00%			39.00%	20.00%	10.00%
Liabilities Assumed							$ 4,000,000					$ 80,000,000
Settlement Liabilities, Current											450,000
Common Stock, Shares, Issued	34,027,593	31,568,629	200,000,000					1,506,750
Common Stock, Value, Issued	3,403	3,157						984,000
Equity, Fair Value Disclosure, Total								4,450,000
Preferred Stock, Shares Issued	0	0			10,973,612	3,452,766
Preferred Stock, Value, Issued	0	0			63,100,000	16,800,000
Proceeds from Issuance of Common Stock													$ 80,000,000

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Commitments and Contingencies (Details Textual)	3 Months Ended		9 Months Ended
	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Dec. 31, 2011 EUR (€)	Dec. 31, 2010 EUR (€)
Operating Leases, Rent Expense	$ 51,000	$ 37,600	$ 134,000	$ 104,000
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year	27,000		27,000
Operating Leases, Future Minimum Payments, Due in Two Years	21,000		21,000
Operating Leases, Future Minimum Payments Due, Total	48,000		48,000
Loss Contingency, Estimate of Possible Loss	150,000		150,000
Loss Contingency, Accrual, Current	75,000		75,000
Value Added Tax Payable	$ 83,000		$ 83,000		€ 65,666	€ 65,666

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Subsequent Events

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

Subsequent Events [Text Block]

14. Subsequent Events

In accordance with ASC 855-50, “Subsequent Events,” the Company has reviewed events through the date of the filing.

On November 1, 2014, the statute of limitations has expired for the $500,000 payment and $138,000 accrued interest in default under the October 31, 2007 Letter Agreement between Organon Teknika and Intracel Resources, LLC. These amounts are presented on the unaudited condensed consolidated balance sheets as components of Notes Payable and Accrued Interest.

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Notes Payable (Tables)

9 Months Ended

Sep. 30, 2014

Notes Payable [Abstract]

Schedule of Short-term Debt [Table Text Block]

Notes payable are as follows:

	September 30, 2014		December 31, 2013
Organon Obligation	$	3,500,000	$	3,500,000
Abell Loan		-		1,331,217
	$	3,500,000	$	4,831,217

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Stock-Based Compensation (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Shares	820,575
Warrants Outstanding, Weighted Average remaining life	8 months 26 days
Warrants Outstanding, Weighted Average Exercise Price	$ 1.72
Exercise Price 1.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Shares	705,575
Warrants Outstanding, Weighted Average remaining life	3 months 18 days
Warrants Outstanding, Weighted Average Exercise Price	$ 1.00
Exercise Price 5.50 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Shares	80,000
Warrants Outstanding, Weighted Average remaining life	2 years 11 months 26 days
Warrants Outstanding, Weighted Average Exercise Price	$ 5.50
Exercise Price 7.50 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Shares	35,000
Warrants Outstanding, Weighted Average remaining life	4 years 6 months 4 days
Warrants Outstanding, Weighted Average Exercise Price	$ 7.50

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Notes Payable (Details Textual) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended	1 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Feb. 16, 2012	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Oct. 31, 2007 Organon Obligation [Member]	Sep. 30, 2007 Organon Obligation [Member]	Sep. 30, 2014 Organon Obligation [Member]	Sep. 30, 2013 Organon Obligation [Member]	Sep. 30, 2014 Organon Obligation [Member]	Sep. 30, 2013 Organon Obligation [Member]	Sep. 30, 2014 Abell Loan [Member]	Sep. 30, 2013 Abell Loan [Member]	Sep. 30, 2014 Abell Loan [Member]	Sep. 30, 2013 Abell Loan [Member]	Dec. 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
Debt Instrument, Increase, Accrued Interest				500,000			500,000
Debt Instrument, Periodic Payment, Interest				138,000			500,000
Debt Instrument, Annual Principal Payment								1,000,000
Debt Instrument, Interest Rate, Stated Percentage								4.00%										8.00%
Interest Paid, Total		178,000	315,000	1,819,000	315,000				35,000	35,000	105,000	105,000	9,052	32,113	47,505	104,153
Debt Instrument, Increase (Decrease), Net, Total	1,800,000
Class Of Warrants or Rights Issued																	300,000
Interest Expense, Debt, Excluding Amortization						$ 1,700,000

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Condensed Consolidated Statements of Comprehensive Loss (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Comprehensive Loss
Net loss	$ (2,858,093)	$ (3,607,093)	$ (5,659,330)	$ (17,129,668)
Foreign currency translation adjustments	(11,432)	(2,376)	(8,399)	32,242
Total Comprehensive Loss	$ (2,869,525)	$ (3,609,469)	$ (5,667,729)	$ (17,097,426)

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2014

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, 2014 and for the three and nine months ended September 30, 2014 and 2013, respectively include the accounts of Vaccinogen, Inc. and its subsidiaries 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 therefore should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2013, filed with the SEC on March 28, 2014.

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, 2014 are not necessarily indicative of the results to be expected for the full year.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Vaccinogen, Inc. and its wholly-owned subsidiaries, Vaccinogen BV (a company incorporated in the Netherlands); Vaccinogen (US) R&D, Inc.; Vaccinogen International Partners, LP; and Vaccinogen Bermuda, Ltd. All intercompany balances and transactions have been eliminated in consolidation.

New Accounting Standards

In September 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this Update define when and how companies are required to disclose going concern uncertainties, which must be evaluated each interim and annual period.  Specifically, the ASU requires management to determine whether substantial doubt exists regarding the entity’s going concern presumption. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). If substantial doubt exists, certain disclosures are required; the extent of those disclosures depends on an evaluation of management’s plans (if any) to mitigate the going concern uncertainty. The new standard applies prospectively, to annual periods ending after December 15, 2016, and to annual and interim periods thereafter.  Early adoption is permitted. The company is currently evaluating the potential impact the new standard will have on its financial statements. 

Use of Estimates

The preparation of unaudited condensed consolidated 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 and the Netherlands.

Cash and cash equivalents in the United States are maintained at financial institutions and, at times, balances may exceed federally insured limits. All non-interest bearing cash balances were fully insured to $250,000 per depositor at each financial institution, and noninterest bearing cash balances may again exceed federally insured limits.

Cash and cash equivalents in The Netherlands are maintained at a financial institution and, at times, balances may exceed insured limits. Insurance coverage is limited to 100.000€ for all company accounts at each financial institution.

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 to be utilized in the planned Phase IIIb clinical trial and for research and development activities.

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
Furniture and fixtures	5 years
Computers and software	3 years
Leashold Improvements	Shorter of lease term or useful life

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.

Intangible Assets

Intangible assets consist primarily of the cost of acquired patents associated with OncoVAX® to be used in research and development and the commercialization of cancer related vaccines. The Company has capitalized the cost of the acquired patents because the Company has identified alternative future research and development efforts for numerous forms of cancer which it intends to pursue and for 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 12.3 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, 2014.

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.

Revenue Recognition

To date, the Company has not earned any revenues as the use of OncoVAX® to create cancer related vaccines still requires additional 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. A full valuation allowance was recorded against its deferred tax assets for the periods ended September 30, 2014 and December 31, 2013.

As required under ASC 740-270 Interim Financial Reporting, the Company has estimated its annual effective tax rate for the full fiscal year and applied that rate to the year to date pretax book income to determine its provision for income taxes for the interim period. The Company had no provision for income taxes for the three and nine month periods ended September 30, 2014 and 2013.

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 of $100,000 and $130,000 under ASC 740-10 as of September 30, 2014 and December 31, 2013, respectively. It is the Company’s accounting policy to account for ASC 740-10 related penalties and interest by including those items in other liabilities/expenses and not in the income tax provision in the unaudited condensed consolidated statements of operations. The Company has identified its U.S. Federal income tax return, its state return in Maryland and Netherlands corporate income tax returns as its major tax jurisdictions. Tax returns for fiscal years 2007 and forward are still open for examination.

Financial Instruments

Warrants and Options 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”). Between January 2013, and August 2014 the maturity of the Abell Loan was extended on various occasions and additional warrants were issued. The accounting treatment of these extensions are described within Note 7 to these unaudited condensed consolidated financial statements.

In connection with the promissory note issued to The Abell Foundation, the Company granted The Abell Foundation a security interest in its patents related to OncoVAX®. The promissory note was paid in full on August 25, 2014 and Abell released its security interest in Vaccinogen’s patents via the filing of an UCC-3 termination statement on September 3, 2014.

The number of shares issuable pursuant to the Abell Warrants is based upon a fixed amount of $1.1 million divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing where the total proceeds are at least $35 million.

As of September 30, 2014 and December 31, 2013, the estimated fair value of the Abell Warrants was $719,247 and $1,615,835, respectively. The Company recorded a gain of $271,152 and $896,588 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $66,633 and a gain of $51,036 for the three and nine months ended September 30, 2013, respectively.

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”). On August 22, 2014 the Company entered into a letter agreement with Abell (the “Abell Amendment”), pursuant to which Abell agreed to either (a) purchase up to 909,091 shares of the Company’s common stock at $5.50 per share, for a total of up to $5,000,000, on or before the 14th day following Abell’s receipt of written notice (together with such further related information and documentation as Abell may reasonably require) that both (i) the first patient has been given three doses of OncoVAX, with positive results (Delayed-Type Hypersensitivity), in the next phase IIIb trial and (ii) the aggregate investment by TIS of at least $40,000,000 for the purchase of our securities in accordance with the TIS Agreement has occurred or (b) surrender its investment option if the conditions above have occurred and Abell chooses not to invest within such 14 day period. TIS executed the Abell Letter Agreement for the sole purpose of affirming our commitments to (x) relocate our offices to Baltimore, Maryland within 12 months of the closing of a financing of at least $35 million and (y) to construct and maintain our next and principal manufacturing facility in Baltimore, Maryland.

As of September 30, 2014 and December 31, 2013, the estimated fair value of the Abell Option was $0 and $7,392,528, respectively. The Company recorded a gain of $1,205,610 and $4,224,304 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $227,273 and $806,821 for the three and nine months ended September 30, 2013, respectively.

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 unaudited condensed consolidated balance sheets and records changes in the estimated fair value of derivative financial instruments as income or expense in its unaudited condensed consolidated statements of operations.

Round C Warrants

From October 2012 through December 2013 and then again from January 2014 through September 30, 2014, the Company issued warrants to certain investors in the common stock of the Company (the “Round C Warrants”). Round C Warrants to acquire 339,966 shares of common stock were issued through December 2013 and Round C Warrants to acquire 1,057,520 shares of common stock were issued during the nine months ended September 30, 2014. The Round C Warrants have an exercise price of $6.05, a contractual term of 5 years and were fully vested upon issuance.

As of September 30, 2014 and December 31, 2013, the estimated fair value of the Round C Warrants was $2,061,567 and $1,796,427, respectively. The Company recorded a gain of $295,434 and $1,425,943 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $67,997 and $61,929 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. The Company will have met the $20 million threshold upon receipt of the second tranche of funding under the TIS Agreement and at that time 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, 2014 and December 31, 2013, the estimated fair value of the liability associated with the Bridge Loan was $720,000 and $990,000 respectively, which has been recorded and included in financial instruments in the accompanying unaudited condensed consolidated balance sheets.

The Company recorded a loss of $0 and $30,000 for the three and nine months ended September 30, 2014, respectively.

The Company recorded a loss of $0 and $389,500 for the three and nine months ended September 30, 2013, respectively.

The changes in the estimated fair value have been classified in Gain (Loss) on Financial Instruments in the accompanying unaudited condensed consolidated statements of operations for the three and nine month periods ended September 30, 2014 and 2013.

Net Loss Per Share

Basic loss per share is determined by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive:

Nine months ended September 30,	2014	2013
Stock Options	137,000	77,000
Abell Investment Option	934,579	1,136,364
Convertible debt	142,857	83,333
Restricted stock awards	134,278	119,734
Warrants	4,440,883	3,009,994

Dilutive 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. The net loss available to common shareholders is adjusted for gains on financial instruments, as its effect would be anti dilutive.

	Three months ended September 30, 2014					Three months ended September 30, 2013
			Weighted	Loss				Weighted	Loss
			Average	Per				Average	Per
	Net Loss		Shares	Share		Net Loss		Shares	Share
Basic loss per share	$	(2,858,093)	32,959,051	$	(0.09)	$	(3,607,093)	31,275,037	$	(0.12)
Gain on derivatives		(1,772,196)
Dilutive loss per share	$	(4,630,289)	32,959,051	$	(0.14)	$	(3,607,093)	31,275,037	$	(0.12)

	Nine months ended September 30, 2014					Nine months ended September 30, 2013
			Weighted	Loss				Weighted	Loss
			Average	Per				Average	Per
	Net Loss		Shares	Share		Net Loss		Shares	Share
Basic loss per share	$	(5,659,330)	32,127,883	$	(0.18)	$	(17,129,668)	30,974,242	$	(0.55)
Gain on derivatives		(6,516,834)
Dilutive loss per share	$	(12,176,164)	32,127,883	$	(0.38)	$	(17,129,668)	30,974,242	$	(0.55)

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2014

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, 2014
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	719,247	$	-	$	-	$	719,247
Round C Warrants		2,061,567		-		-		2,061,567
Bridge Loan		720,000		-		-		720,000
	$	3,500,814	$	-	$	-	$	3,500,814

			December 31, 2013
Description	Total		Level 1		Level 2		Level 3
Abell Warrants	$	1,615,835	$	-	$	-	$	1,615,835
Round C Warrants		1,796,427		-		-		1,796,427
Bridge Loan		990,000		-		-		990,000
Abell Investment
Option		7,392,528		-		-		7,392,528
	$	11,794,790	$	-	$	-	$	11,794,790

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

The following is a reconciliation of the fair value measurements from December 31, 2013 to September 30, 2014.

			Abell		Round C		Bridge		Abell
	Total		Warrants		Warrants		Loan		Option
Balance, January 1, 2014	$	11,794,790	$	1,615,835	$	1,796,427	$	990,000	$	7,392,528
Issuance of securities		1,428,612		37,529		1,691,083		(300,000)		-
Fair value change included in earnings		(6.554.364)		(934,117)		(1,425,943)		30,000		(4,224,304)
Reclassification to equity		(3,168,224)		-		-		-		(3,168,224)
Balance,September 30, 2014	$	3,500,814	$	719,247	$	2,061,567	$	720,000	$	-

The following is a reconciliation of the fair value measurements from January 1, 2013 to December 31, 2013.

			Abell		Round C		Bridge		Abell
	Total		Warrants		Warrants		Loan		Option
Balance, January 1, 2013	$	2,590,655	$	831,806	$	230,349	$	1,528,500	$	-
Issuance of securities		6,405,348		275,813		1,112,990		(938,000)		5,954,545
Fair value change included in earnings		2,798,787		508,216		453,088		399,500		1,437,983
Balance, December 31, 2013	$	11,794,790	$	1,615,835	$	1,796,427	$	990,000	$	7,392,528

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

Quantitative information as of September 30, 2014 with respect to financial instruments measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) are as follows:

	Level 3 - Significant Unobservable Inputs
			Principal Valuation	Unobservable	Range
Description	Fair Value		Techniques	Inputs	(Weighted Average)
Abell Warrants	$	719,247	Black -Scholes	Strike price Equity volatility	N/A
Round C Warrants	$	2,061,567	Black -Scholes	Strike price Equity volatility	N/A
Bridge Loan	$	720,000	Present Value	Timing and amount of future cash flows	N/A

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

The following assumptions were used:

	Abell Warrants						Round C Warrants
Nine months ended September 30,	2014			2013			2014			2013
Average Volatility		80	%		85	%		80	%		85	%
Exercise price	$	4.55		$	4.68		$	5.48		$	6.05
Stock price at Sept 30	$	3.50		$	6.00		$	3.50		$	6.00
Risk free interest rate		2.52	%		2.28 – 2.65	%		1.02% - 1.78	%		1.03 – 1.38	%
Dividend yield		0	%		0	%		0	%		0	%
Expected life		10			10			3.1 -5.0			4.1 – 5.0

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Intangible Assets (Details 1) (USD $)	Sep. 30, 2014
Finite-Lived Intangible Assets [Line Items]
2014	$ 1,675,818
2015	6,702,516
2016	6,702,447
2017	6,702,447
2018	6,702,447
Thereafter	29,212,432
Finite-Lived Intangible Assets, Net, Total	$ 57,698,107

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Supplemental Disclosure of Cash Flow Information

9 Months Ended

Sep. 30, 2014

Supplemental Cash Flow Elements [Abstract]

Cash Flow, Supplemental Disclosures [Text Block]

13. Supplemental Disclosure of Cash Flow Information

For the nine months ended September 30, 2014 and September 30, 2013 the Company paid interest costs of approximately $53,279 and $267,331, respectively.

From January 1, 2014 through September 30, 2014, the Company raised additional capital totaling approximately $ 12.8 million from the issuance of 2,332,781 shares of Round C Common Stock, 65,434 Adjustment Shares and additional Round C Warrants to purchase 699,828 shares of common stock. The Company allocated approximately $11.2 million of the total 2014 proceeds to the common stock and approximately $1.6 million of the total proceeds to the common stock warrants.

In January 2014, the Company issued 56,075 shares of common stock , including 1,530 adjustment shares to certain holders of the 2012 Bridge Loan that had elected to convert their rights, with a value of $300,000, into common stock of the Company. The Company also issued additional Round C Warrants exercisable into 16,363 shares of common stock of the Company, with an exercise price of $6.05 per share.

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 176,391 shares of common stock. The Company allocated $2.4 million of the total 2013 proceeds to the common stock and approximately $800,000 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, 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.