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
| September 10, 2014 | ||
| Date of Report (Date of earliest event reported) |
| 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.) |
| 5300 Westview Drive, Suite 406, Frederick, MD | 21703 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: (301) 668-8400 |
| (Former name or former 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))
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2014, we entered into a Master Services Agreement (MSA) with RxTrials, Inc. pursuant to which we retained RxTrials to provide services ofsite selection, clinical operations, project management and trial enrollment for our OncoVAX Study for patients with Stage II colon cancer.
In consideration of RxTrials’ services under the MSA, we have agreed to pay approximately $10.4 million in labor fees over the course of the MSA of which $700,000 was paid on September 11, 2014 and $800,000 will be paid before September 30, 2014 (the “Initial Payment”). This Initial Payment isnon-refundable provided, however, that in the event that we terminate the MSA for cause, we can recover up to $750,000, on the terms set forth in the agreement. The remaining labor costs will be paid over a term of 6-years.
In addition to the direct labor payments, we have also agreed to pay RxTrials $350,000 worth of our commonstock, based on our closing price on the date of execution of the MSA. The closing price of our common stock was $4.10 on September 10, 2014. Accordingly, we will issue RxTrials (or its designee) 85,369 shares of our common stock on or before October 31, 2014. In the event that we fail to issue these shares, we must make a cash payment of $350,000 to RxTrials.
We have also agreed to cover RxTrials expenses under the MSA related to travel, shipping and otherpass-through costs. These costs are currently estimated to approximate $2.2 million. We agreed to make a pre-payment related to these pass-through costs of $125,000 no later than September 30, 2014.
The parties agreed to 1-year non-solicitation provisions under the MSA.
The MSA will continue until the earlier of (i) 7-years; (ii) the date on which all services under the MSA are completed or (iii) when otherwise terminated by the parties. Either party may terminate the agreement without cause by providing 90-days written notice to the other.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
As partial consideration for the services rendered by RxTrials under the MSA we agreed to issue RxTrials (or its designee) 85,369 shares of our common stock ($350,000 based on the September 10, 2014 closing price). These shares will be issued as restricted securities and will also be subject to a vesting schedule to be agreed to by the parties. We will not receive any proceeds for issuance of these shares. The issuance of these shares will be exempt from registration under the exemption afforded under Section 4(a)(2) of the Securities Act of 1933, as amended.
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Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits. | ||
| Exhibit | |||
| Number | Description | ||
| 10.1 | Master Services Agreement with RxTrials, Inc. |
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. | ||
| (Registrant) | ||
| Date: September 16, 2014 | By: | /s/ Andrew Tussing |
| Andrew Tussing | ||
| President and Chief Executive Officer | ||
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