0001144204-16-091872.txt : 20160331 0001144204-16-091872.hdr.sgml : 20160331 20160331134414 ACCESSION NUMBER: 0001144204-16-091872 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160331 DATE AS OF CHANGE: 20160331 EFFECTIVENESS DATE: 20160331 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: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54997 FILM NUMBER: 161542672 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 NT 10-K 1 v435825_nt10k.htm NT 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR

For Period Ended: December 31, 2015

Transition Report on Form 10-K

Transition Report on Form 20-F

Transition Report on Form 11-K

Transition Report on Form 10-Q

Transition Report on Form N-SAR

For the Transition Period Ended: ________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

VACCINOGEN, INC.

Full Name of Registrant:

Former Name if Applicable

949 Fell Street

Address of Principal Executive Office (Street and Number)

Baltimore, MD 21231

City, State, Zip Code

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR or the transition report or portion thereof could not be filed within the prescribed time period.

The registrant is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The registrant currently lacks the funds to perform all the necessary procedures to complete the filing of the Form 10-K. Consequently, the registrant will not be able to timely file the Form 10-K due on March 30, 2016.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Earl V. Miller		(410)		387-4000
(Name)		(Area Code)		(Telephone No.)

(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). x Yes ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

VACCINOGEN, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 31, 2016 By:	By:	/s/ Andrew L. Tussing
		Andrew L. Tussing
		Chairman and Chief Executive Officer