0001144204-15-024966.txt : 20150424 0001144204-15-024966.hdr.sgml : 20150424 20150424163025 ACCESSION NUMBER: 0001144204-15-024966 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150420 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20150424 DATE AS OF CHANGE: 20150424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VACCINOGEN INC CENTRAL INDEX KEY: 0001453001 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54997 FILM NUMBER: 15792173 BUSINESS ADDRESS: STREET 1: 949 FELL STREET CITY: BALTIMORE STATE: MD ZIP: 21231 BUSINESS PHONE: 410-387-4000 MAIL ADDRESS: STREET 1: 949 FELL STREET CITY: BALTIMORE STATE: MD ZIP: 21231 8-K 1 v408258_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) April 20, 2015

 

VACCINOGEN, INC.

 

(Exact Name of Registrant as Specified in its Charter)

     
Maryland 000-54997 14-1997223
(State or Other Jurisdiction  (Commission (IRS Employer
 of Incorporation) File Number)  Identification No.)

 

979 Fell Street, Baltimore, MD 21231
(Address of Principal Executive Offices)  (Zip Code)

 

Registrant’s telephone number, including area code: (410) 387-4000

 

   
5300 Westview Drive, Suite 406, Frederick, MD 21703
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

Section 5 – Corporate Governance and Management

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 20, 2015 (the “Grant Date”), Vaccinogen, Inc., a Maryland corporation (the “Company”) granted 61,432 shares of restricted stock valued at $239,582 to Andrew L. Tussing, the Company’s Chief Executive Officer, President, acting Chief Financial Officer and board member (the “Tussing Award”). On the Grant Date, the Company also granted 67,308 shares of restricted stock valued at $262,500 to Dr. Michael G. Hanna, Jr., a Special Advisor to the Chief Executive Officer of the Company and board member (the “Hanna Award”, and together with the Tussing Award, the “Awards”). The Awards are granted under the Company’s 2015 Stock Incentive Plan and lieu of the cash bonuses set forth in each of Mr. Tussing and Dr. Hanna’s employment agreement with the Company. Fifty-percent (50%) of each Award will vest upon the first anniversary of the Grant Date, and the remainder of each Award will vest upon the second anniversary of the Grant Date.

 

 
 

 

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 hereunto duly authorized.

 

VACCINOGEN, INC.
     
Date: April 24, 2015 By:  /s/ Andrew L. Tussing
    Andrew L. Tussing
    President and Chief Executive Officer