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) October 2, 2015
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.) |
| 979 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 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 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 2, 2015, Ronald Kaiser, notified the Board of Directors (the “Board”) of Vaccinogen, Inc., a Maryland corporation (the “Company”), that he will take a leave of absence and step down from his position as a director effective October 2, 2015. The Board and Mr. Kaiser view this as a temporary leave of absence while Mr. Kaiser attends topersonal matters; however, Mr. Kaiser will no longer be a director. The Board may reconsider appointment when Mr. Kaiser becomes available.
(d) Effective October 2, 2015, the Board appointed Michael Hagerman as a director to fill the vacancy left by Mr. Kaiser. Mr. Hagerman has been appointed to be the Chair of the Audit Committee and a member of the Nominating Committee and the Compensation Committee. There are no arrangements or understandings between Mr. Hagerman and any other person pursuant to which he was appointed as a director.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press release of Vaccinogen, Inc. dated October 6, 2015 |
| Exhibit 99.2 | Letter of resignation from Ronald Kaiser dated October 2, 2015 |
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: October 6, 2015 | By: | /s/ Andrew L. Tussing |
| | | Andrew L. Tussing |
| | | President and Chief Executive Officer |
INDEX TO EXHIBITS
| Exhibit Number | Description |
| | |
| 99.1 | Press release of Vaccinogen, Inc. dated October 6, 2015 |
| 99.2 | Letter of resignation from Ronald Kaiser dated October 2, 2015 |
