0001144204-15-061275.txt : 20151028 0001144204-15-061275.hdr.sgml : 20151028 20151028171053 ACCESSION NUMBER: 0001144204-15-061275 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150930 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20151028 DATE AS OF CHANGE: 20151028 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-54997 FILM NUMBER: 151180982 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/A 1 v423104_8ka.htm FORM 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 30, 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, MD	21231
(Address of Principal Executive Offices)	(Zip Code)

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

(Former Name or 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))

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is filed to amend the Current Report on Form 8-K of Vaccinogen, Inc. (the “Company”), dated October 6, 2015 and herein incorporated by reference (the “Original 8-K”). This Form 8-K/A is being filed to update certain information included in the Original 8-K regarding the purported termination of a Master Services Agreement with RxTrials, Inc. d/b/a/ OnPoint CRO (“RxTrials”), as amended by the First Amendment to the Master Services Agreement, dated January 16, 2015 (the “MSA”), pursuant to which the Company retained RxTrials to provide site selection, clinical operations, project management, and trial enrollment services for the Company’s OncoVAX® Study for patients with Stage II colon cancer.

Item 1.02 Termination of a Material Agreement

As previously disclosed in the Original 8-K, on September 14, 2015 and September 30, 2015, the Company received two letters regarding the purported suspension and termination of the MSA. Upon further investigation, the Company has determined that the MSA was not properly suspended and/or terminated. The purported suspension and termination notices were not sent by RxTrials, but by a separate corporate entity, OnPoint CRO, LLC, which does not have any rights under the MSA. Additionally, the purported notices did not provide valid reasons for terminating the MSA. Nevertheless, RxTrials has stopped all work under the MSA.

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: October 28, 2015	By:	/s/ Andrew L. Tussing
		Andrew L. Tussing
		Chairman and Chief Executive Officer