Current Report Filing (8-k)
May 13 2016 - 3:07PM
Edgar (US Regulatory)
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 10,
2016
VACCINOGEN, INC.
(Exact Name of Registrant as Specified in
its Charter)
Maryland
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000-54997
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14-1997223
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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949 Fell Street, Baltimore, MD
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21231
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(Address of Principal Executive Offices)
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(Zip Code)
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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))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Promissory Note Issued to KLP Enterprises, LLC
On May 10, 2016, Vaccinogen,
Inc. (the “
Company
”) issued an Unsecured Promissory Note (the “
Note
”) to KLP Enterprises,
LLC (the “
Lender
”) 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 maturing on June 30, 2016 (the “
Maturity Date
”).
The Note provides the
Lender the right, at any time before the Maturity Date, to elect to convert part or all of the outstanding principal and any interest
due and payable under the Note into shares of the Company’s common stock, par value $0.0001 per share (the “
Common
Stock
”), at a rate of $2.00 per share by providing the Company written notice of such election. The Company’s obligation
to issue Common Stock pursuant to the Note is conditioned upon the Company and the Lender entering into a mutually agreeable subscription
agreement prior to such issuance, substantially in the form attached to the Note.
This description of
the Note does not purport to be complete and is qualified in its entirety by reference to the Note attached as an exhibit to this
Current Report on Form 8-K and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
Exhibit
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Number
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Description
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10.1
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$1,600,000 Unsecured Promissory Note dated May 10, 2016
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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.
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VACCINOGEN, INC.
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Date: May 13, 2016
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By:
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/s/ Andrew L. Tussing
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Andrew L. Tussing
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Chairman and Chief Executive Officer
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Exhibit Index
Exhibit
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Number
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Description
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10.1
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$1,600,000 Unsecured Promissory Note dated May 10, 2016
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