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)February 24, 2016
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.) |
| 949 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 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))
Item 1.01 Entry into a Material Definitive Agreement.
Third Promissory Note Issued to Dolphin Offshore Partners, LP
On February 24, 2016, Vaccinogen, Inc. (the “Company”) issued an Unsecured Promissory Note (the “Note”) to Dolphin Offshore Partners, LP (the “Lender”) in a principal amount of Two Hundred Thousand Dollars ($200,000), bearing interest at a rate of nine percent (9%) per annum, and maturing on March 31, 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 $2.50 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.
The Lender has previously acted as a lender to the Company, and the Company and the Lender recently agreed to extend the maturity date of another $800,000 loan to the Company and to amend the provisions thereof to include a conversion option similar to that described above, as set forth in more detail in our Current Report on Form 8-K filed on November 18, 2015. The Company also borrowed from Lender the sum of Two Hundred Thousand Dollars ($200,000), bearing interest at a rate of nine percent (9%) per annum, as evidenced by that certain Unsecured Promissory Note, dated as of November 25, 2015, and maturing on March 31, 2016, as set forth in more detail in our Current Report on Form 8-K filed on December 1, 2015
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
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit | |
| Number | Description |
| 10.1 | $200,000 Unsecured Promissory Note dated February 24, 2016 |
| 2 |
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: March 1, 2016 | By: | /s/ Andrew L. Tussing |
| Andrew L. Tussing | ||
| Chairman and Chief Executive Officer | ||
| 3 |
Exhibit Index
| Exhibit | |
| Number | Description |
| 10.1 | $200,000 Unsecured Promissory Note dated February 24, 2016 |
| 4 |