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)July 1, 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 Material Definitive Agreement.
Amendments to Promissory Notes Issued to Dolphin Offshore Partners, LP and KLP Enterprises, LLC
On July 1, 2016, Vaccinogen, Inc. (the “Company”) entered into agreements (the “Amendments”) with the respective counterparties to amend both (i) that certain Unsecured Promissory Note (the “Dolphin Note”) issued to Dolphin Offshore Partners, LP in a principal amount of One Million Six Hundred Thousand Dollars ($1,600,000), bearing interest at a rate of nine percent (9%) per annum, and (ii) that certain Unsecured Promissory Note (the “KLP Note” and together with the Dolphin Note, the “Notes”) issued to KLP Enterprises, LLC in a principal amount of One Million Six Hundred Thousand Dollars ($1,600,000), bearing interest at a rate of nine percent (9%) per annum. The Amendments extend the maturity dates of both Notes to August 15, 2016. The Amendments do not otherwise alter, amend or modify the terms of the Notes.
This description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments attached as exhibits 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 | Amendment to $1,600,000 Unsecured Promissory Note (Dolphin) |
| 10.2 | Amendment to $1,600,000 Unsecured Promissory Note (KLP) |
| 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: July 1, 2016 | By: | /s/ Andrew L. Tussing |
| Andrew L. Tussing | ||
| Chairman and Chief Executive Officer | ||
| 3 |
Exhibit Index
| Exhibit | |
| Number | Description |
| 10.1 | Amendment to $1,600,000 Unsecured Promissory Note (Dolphin) |
| 10.2 | Amendment to $1,600,000 Unsecured Promissory Note (KLP) |
| 4 |