UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period endedSeptember 30, 2013
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to _________________
| Commission File No.:000-54997 |
Vaccinogen, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 14-1997223 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5300 Westview Drive, Suite 406 Frederick, Maryland 21703 (Address of principal executive offices) | |
Issuer’s telephone number:(301) 668-8400
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer¨ | Accelerated filer¨ |
| Non-accelerated filer¨ (Do not check if a smaller reporting company) | Smaller reporting companyx |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ Nox
As of November 13, 2013, 31,430,352 shares of our common stock were outstanding.
EXPLANATORY NOTE
The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 is to furnish Exhibit 101 to the Form 10-Q which contains XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part 1, Item 1 of the Form 10Q. s permitted by Rule 405(a)(2)(ii) of Regulations S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.
No other changes have been made to the Form 10-Q and the Form 10-Q has not been updated to reflect events subsequent to the original filing date.
PART II: OTHER INFORMATION
ITEM 6 – EXHIBITS
Exhibit Number | ||
| 31.1 | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.* | |
| 31.2 | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.* | |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.* | |
| 101.INS | XBRL Instance Document** | |
| 101.SCH | XBRL Taxonomy Schema Linkbase Document** | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document** | |
| 101.DEF | XBRL Taxonomy Definition Linkbase Document** | |
| 101.LAB | XBRL Taxonomy Labels Linkbase Document** | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document** |
*Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report for the period ended September 30, 2013.
**Furnished with this Amendment No. 1.
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 thereunto duly authorized.
| VACCINOGEN, INC. | |||
| Dated: | December 9, 2013 | By: | /s/ Michael G. Hanna, Jr., Ph.D. |
| Michael G. Hanna, Jr., Ph.D. | |||
Chairman and Chief Executive Officer (Principal Executive Officer) | |||
| Dated: | December 9, 2013 | By: | /s/ Andrew Tussing |
| Andrew Tussing | |||
President, Chief Operating Officer and acting Chief Financial Officer (Principal Financial Officer) | |||