0001144204-16-111157.txt : 20160701 0001144204-16-111157.hdr.sgml : 20160701 20160701151858 ACCESSION NUMBER: 0001144204-16-111157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160701 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160701 DATE AS OF CHANGE: 20160701 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: 161746703 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 v443565_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) July 1, 2016

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))

Item 1.01 Entry into Material Definitive Agreement.

Amendments to Promissory Notes Issued to Dolphin Offshore Partners, LP and KLP Enterprises, LLC

On July 1, 2016, Vaccinogen, Inc. (the “Company”) entered into agreements (the “Amendments”) with the respective counterparties to amend both (i) that certain Unsecured Promissory Note (the “Dolphin Note”) issued to Dolphin Offshore Partners, LP in a principal amount of One Million Six Hundred Thousand Dollars ($1,600,000), bearing interest at a rate of nine percent (9%) per annum, and (ii) that certain Unsecured Promissory Note (the “KLP Note” and together with the Dolphin Note, the “Notes”) issued to KLP Enterprises, LLC in a principal amount of One Million Six Hundred Thousand Dollars ($1,600,000), bearing interest at a rate of nine percent (9%) per annum. The Amendments extend the maturity dates of both Notes to August 15, 2016. The Amendments do not otherwise alter, amend or modify the terms of the Notes.

This description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments attached as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit
Number	Description

10.1	Amendment to $1,600,000 Unsecured Promissory Note (Dolphin)

10.2	Amendment to $1,600,000 Unsecured Promissory Note (KLP)

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: July 1, 2016	By:	/s/ Andrew L. Tussing
		Andrew L. Tussing
		Chairman and Chief Executive Officer

Exhibit Index

Exhibit
Number	Description

10.1	Amendment to $1,600,000 Unsecured Promissory Note (Dolphin)

10.2	Amendment to $1,600,000 Unsecured Promissory Note (KLP)

EX-10.1 2 v443565_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

AMENDMENT TO

UNSECURED PROMISSORY NOTE

This Amendment (this “Amendment”) to that $1,600,000 Unsecured Promissory Note dated as of March 31, 2016 (the “Note”), by and between Vaccinogen, Inc., a Maryland corporation (“Vaccinogen”) and Dolphin Offshore Partners, LP, a limited partnership formed under the laws of Delaware (the “Lender”), is effective as of June 30, 2016.

WHEREAS, Vaccinogen and the Lender would like to extend the maturity of the Note to August 15, 2016 subject to the terms and conditions set forth herein and in the Note;

NOW THERFORE, in consideration of the mutual covenants, agreements, representations and warranties set forth herein, the parties hereby agree as follows:

Agreement

1. Maturity. Section 3 of the Note is hereby amended and restated in its entirety as follows:

Maturity. The entire Principal Amount and all accrued interest shall become fully due and payable on August 15, 2016 (the “Maturity Date”); provided that, at any time before the Maturity Date, the Lender may elect to convert part or all of the outstanding principal and any interest due and payable under the Promissory Note at such time into shares of Vaccinogen’s common stock, par value $0.0001 per share (the “Common Stock”), at a rate of $2.00 per share by providing written notice to Vaccinogen of such election (the “Conversion Right”). Upon receipt of such written notice, Vaccinogen shall issue the corresponding whole number of shares to the Lender within a commercially reasonable period of time. For the avoidance of doubt, an issuance of the Common Stock pursuant to this paragraph shall not constitute a default under this Note.

2. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Note.

3. Effect on the Note. Except as expressly amended or modified by this Agreement, all terms, conditions and covenants contained in the Note remain in full force and effect.

4. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the parties hereto.

5. Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Maryland.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their respective behalves by their duly authorized signatories as of July 1, 2016.

VACCINOGEN, INC.

By: /s/ Andrew L. Tussing

Name: Andrew L. Tussing

Title: Chairman and Chief Executive Officer

AGREED TO AND ACKNOWLEDGED

DOLPHIN OFFSHORE PARTNERS, LP

By: /s/ Peter Salas

Name: Peter Salas

Title: General Partner

EX-10.2 3 v443565_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2