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) December 26, 2014
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.
Subscription Agreement with Anders Halldin.
On December 26, 2014, Vaccinogen, Inc. (the “Company”, “we”, or “our”) entered into a subscription agreement (the “Subscription Agreement”) with Anders Halldin, a member of our board of directors, pursuant to which $5,000,000.50 of the funds due pursuant to the “Second Closing” under our binding agreement with The Investment Syndicate, as amended (the “TIS Agreement”) were deposited with the Company. The TIS Agreement and the transactions contemplated thereby are further described in our Current Reports on Form 8-K filed with the SEC on April 28, 2014 and August 25, 2014.
Under the Subscription Agreement, we agreed to issue 909,091 units at $5.50 per unit, for a total of $5,000,000.50, to Mr. Halldin in accordance with Regulation S and/or Regulation D of the Securities Act of 1933, as amended. Each unit consists of one share of our common stock and one warrant, exercisable for five years, to purchase three tenths (0.3) of a share of common stock at an exercise price of $6.05 per whole share. Each unit contains anti-dilution rights providing for the issuance of additional adjustment shares, as described in the Subscription Agreement. As a result, we issued a total of 934,580 shares of our common stock and a warrant to purchase 272,727 shares of our common stock (the “Warrant”) at an exercise price of $6.05 per share.
These descriptions of the Subscription Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to the agreements, each of which is attached to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit
| 4.1 | Anders Halldin Warrant |
| 10.1 | Subscription Agreement with Anders Halldin |
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: December 31, 2014 | By: | /s/ Andrew Tussing | |
| | | Andrew Tussing | |
| | | President and Chief Executive Officer | |
Exhibit Index
| 4.1 | Anders Halldin Warrant |
| 10.1 | Subscription Agreement with Anders Halldin |
