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) May 1, 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.) |
| 949 Fell Street, Baltimore, Maryland | 21231 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 387-4000
(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)) |
| 1 |
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 May 1, 2015, Dr. Benjamin S. Carson, Sr. tendered his resignation as a director and Chairman of the Board of Directors (the “Board”) of Vaccinogen, Inc., a Maryland corporation (the “Company”). Dr. Carson did not resign because of any disagreements with the Company on matters relating to its operations, policies, or practices.
Andrew L. Tussing, the Company’s President, Chief Executive Officer and current director was elected Chairman of the Board to fill the vacancy created by Dr. Carson’s resignation. Hakan Edstrom, a current director, was appointed to the Company’s Nominating and Corporate Governance Committee to fill the vacancy created by Dr. Carson’s resignation. Ronald Kaiser, a current director, was appointed to the Company’s Compensation Committee to fill the vacancy created by Dr. Carson’s resignation.
A copy of the press release announcing Dr. Carson’s resignation and Mr. Tussing’s election as Chairman of the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description |
| 99.1 | Press Release dated May 5, 2015 |
| 2 |
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: May 5, 2015 | By: | /s/ Andrew L. Tussing | |
| Andrew L. Tussing | |||
| President and Chief Executive Officer | |||
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Exhibit Index
| Exhibit Number | Description |
| 99.1 | Press Release dated May 5, 2015 |
| 4 |
Exhibit 99.1
Vaccinogen Names
Co-Founder and CEO Andrew L. Tussing as
Chairman of the Board
Benjamin S. Carson, Sr., MD Steps Down from Board of Directors, Chairman Role and Medical Advisory Board to Focus on His Candidacy for the Republican Presidential Nomination
BALTIMORE, May 5, 2015 /PRNewswire/ -- Vaccinogen, Inc. (OTC.QB: VGEN), a cancer immunotherapy development company, today announced that its Board of Directors has unanimously elected Co-founder, President, Chief Executive Officer and current Director, Andrew L. Tussing, to the role of Chairman of the Board. Mr. Tussing replaces Benjamin S. Carson, Sr., MD, who resigned from the Board and his role as Chairman and a member of Vaccinogen's Medical Advisory Board role to pursue his candidacy for the President of the United States via the Republican nomination.
"I continue to believe Vaccinogen's patient-specific cancer vaccine platform truly has the potential to revolutionize cancer treatment and serve the greater good," said Dr. Carson. "Despite my passion for this extremely important innovation, I now must focus my full attention on my campaign and serving the American people. I look forward to following the company's progress as it advances its OncoVAX® platform into late-stage clinical trials and the full potential of this exciting new personalized approach."
Dr. Carson, a retired pediatric neurosurgeon, formally announced his Presidential candidacy on Monday, May 4 in Detroit.
"On behalf of ourselves and Vaccinogen's shareholders, the Board of Directors want to thank Dr. Carson for his contributions to Vaccinogen and for his help in bringing the company to this critical juncture in its history," said Board member Ronald W. Kaiser. "We simultaneously welcome Mr. Tussing to his new role as Chairman. With this appointment, the Board recognizes its continued confidence in his ability to lead the organization as it moves closer to its mission of bringing a first-in-class, highly-personalized tumor vaccine platform. We are completely in line with Mr. Tussing's strategy and believe his plans will build long-term value for shareholders. In addition, we believe that combining the CEO and Chairman roles will help drive efficiencies for the company."
Vaccinogen expects to soon enroll patients in a confirmatory phase IIIb study (ACTIVE) which seeks to evaluate OncoVAX®, a personalized approach to prevent the recurrence of stage II colon cancer after surgical treatment.
"Dr. Carson has said his original commitment to Vaccinogen was driven by his vision to move beyond the surgical suite where he diligently saved one patient at a time to working on a therapeutic strategy designed to save thousands," said Mr. Tussing. "Extending that calling further, I can think of no greater cause than assuming the responsibility of our entire country and helping millions in need. We congratulate him on his decision to pursue the Republican nomination and wish him the best with his candidacy."
Building on the phase IIIb ACTIVE trial, Vaccinogen also expects to broaden its product pipeline with a suite of technologies involving cancer-specific human monoclonal antibodies, advanced screening platforms for assaying native immunological responses, and novel vaccine development beyond OncoVAX® to address a wider range of cancer subtypes.
About Vaccinogen, Inc.
Vaccinogen, Inc. is a cancer vaccine company that is clinically testing OncoVAX®, a treatment designed to prevent the recurrence
of colon cancer and potentially other solid tumors. It is a patented process that leverages a patient's own live tumor cells to
launch a broad immune response against minimal residual disease. Vaccinogen believes that OncoVAX®, at an optimal dose and
regimen, is the first colon cancer vaccine to demonstrate effectiveness in preventing cancer recurrence after surgical resection
by addressing the diversity of cancer cells inherent to each patient's tumor. Five clinical studies of OncoVAX®, including
a phase III trial with the optimum dose and regimen, have been completed to date. Vaccinogen expects to begin enrolling patients
in a pivotal phase IIIb trial under an FDA Special Protocol Assessment (SPA) with the U.S. Food and Drug Administration (FDA) when
adequate funding is obtained. More information is available at www.vaccinogeninc.com.
Forward Looking Statement
Some of the statements contained in this press release may be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates", "believe",
"plan", "intend", "expect", "likely", "may", "should", "will",
and similar references to future periods. Vaccinogen has based these forward-looking statements largely on its expectations and
projections about future events and financial trends affecting the financial condition and/or operating results of our business.
Forward-looking statements involve risks and uncertainties; particularly those risks and uncertainties inherent in the process
of discovering, developing and commercializing drugs that are safe and effective for use as human therapeutics. In addition, these
forward-looking statements involve risks and uncertainties outlined in our most recent periodic reports filed with the Securities
and Exchange Commission. There are important factors that could cause actual results to be substantially different from the results
expressed or implied by these forward-looking statements. Therefore, you should not rely on these forward-looking statements. Vaccinogen
does not undertake any obligation to update this forward-looking information.
SOURCE Vaccinogen, Inc.