VGEN / Vaccinogen, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Vaccinogen, Inc. and further agree that this agreement be included as an exhibit to such filing. Each par

VGEN / Vaccinogen, Inc. / MPM BIOVENTURES III L.P. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Vaccinogen, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 918641101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v4435658k.htm FORM 8-K 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

AMENDMENT TO UNSECURED PROMISSORY NOTE

Exhibit 10.1 AMENDMENT TO UNSECURED PROMISSORY NOTE This Amendment (this ?Amendment?) to that $1,600,000 Unsecured Promissory Note dated as of March 31, 2016 (the ?Note?), by and between Vaccinogen, Inc., a Maryland corporation (?Vaccinogen?) and Dolphin Offshore Partners, LP, a limited partnership formed under the laws of Delaware (the ?Lender?), is effective as of June 30, 2016. WHEREAS, Vaccino

AMENDMENT TO UNSECURED PROMISSORY NOTE

Exhibit 10.2 AMENDMENT TO UNSECURED PROMISSORY NOTE This Amendment (this ?Amendment?) to that $1,600,000 Unsecured Promissory Note dated as of May 10, 2016 (the ?Note?), by and between Vaccinogen, Inc., a Maryland corporation (?Vaccinogen?) and KLP Enterprises, LLC, a limited limited liability company formed under the laws of Delaware (the ?Lender?), is effective as of June 30, 2016. WHEREAS, Vacc

Regulation FD Disclosure

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) June 10, 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 Incorporat

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v4399178k.htm FORM 8-K 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) May 10, 2016 VACCINOGEN, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54997 14-1997223 (State or Other Jurisdiction (Commission

UNSECURED PROMISSORY NOTE

EX-10.1 2 v439917ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 UNSECURED PROMISSORY NOTE $1,600,000 Dated as of May 10, 2016 This Unsecured Promissory Note (this “Note”) is dated as of May 10, 2016, by and between Vaccinogen, Inc., a Maryland corporation (“Vaccinogen”) and KLP Enterprises, LLC, a limited liability company formed under the laws of Delaware (the “Lender”). Agreement FOR VALUE RECEIVED, the u

UNSECURED PROMISSORY NOTE

EX-10.1 2 v436578ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 UNSECURED PROMISSORY NOTE $1,600,000 Effective March 31, 2016 This Unsecured Promissory Note (this “Note”) is effective as of March 31, 2016, by and between Vaccinogen, Inc., a Maryland corporation (“Vaccinogen”) and Dolphin Offshore Partners, LP, a limited partnership formed under the laws of Delaware (the “Lender”). RECITALS WHEREAS, Vaccinog

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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) April 5, 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 Incorporat

Vaccinogen NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transi

UNSECURED PROMISSORY NOTE

Exhibit 10.1 UNSECURED PROMISSORY NOTE $200,000 February 24, 2016 FOR VALUE RECEIVED, the undersigned, Vaccinogen, Inc., a Maryland corporation (?Vaccinogen?), hereby promises to pay to the order of Dolphin Offshore Partners, LP (the ?Lender?), the principal sum of Two Hundred Thousand Dollars ($200,000) (the ?Principal Amount?) in lawful money of the United States of America, and together with in

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Incorp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) November 25, 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 Incorp

UNSECURED PROMISSORY NOTE

EX-10.1 2 v426030ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 UNSECURED PROMISSORY NOTE $200,000 November 25, 2015 FOR VALUE RECEIVED, the undersigned, Vaccinogen, Inc., a Maryland corporation (“Vaccinogen”), hereby promises to pay to the order of Dolphin Offshore Partners, LP (the “Lender”), the principal sum of Two Hundred Thousand Dollars ($200,000) (the “Principal Amount”) in lawful money of the Unite

FIRST AMENDMENT TO PROMISSORY NOTE

Exhibit 10.1 November 17, 2015 FIRST AMENDMENT TO PROMISSORY NOTE This First Amendment to Promissory Note (this ?First Amendment?) is effective as of November 10, 2015 (the ?First Amendment Effective Date?), by and between Vaccinogen, Inc., a Maryland corporation (the ?Borrower?) and Dolphin Offshore Partners, LP, a limited partnership formed under the laws of Delaware (the ?Lender?). RECITALS WHE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v4251238k.htm FORM 8-K 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) November 17, 2015 VACCINOGEN, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54997 14-1997223 (State or Other Jurisdiction (Commi

Vaccinogen FORM 10-Q (Quarterly Report)

10-Q 1 v42378010q.htm FORM 10-Q UNITED STATES securities and exchange commission WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4243138k.htm FORM 8-K 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) November 4, 2015 VACCINOGEN, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54997 14-1997223 (State or Other Jurisdiction (Commis

35 W. 35th Street, 11th Floor | New York, NY 10001-0080 | P 212.827.0020 | www.tiberend.com Vaccinogen Promotes Peter Morsing, Ph.D. to Chief Operating Officer Dr. Morsing to Lead Vaccinogen’s Clinical, Logistical, Manufacturing and Business Developm

Exhibit 99.1 35 W. 35th Street, 11th Floor | New York, NY 10001-0080 | P 212.827.0020 | www.tiberend.com Vaccinogen Promotes Peter Morsing, Ph.D. to Chief Operating Officer Dr. Morsing to Lead Vaccinogen?s Clinical, Logistical, Manufacturing and Business Development Activities Baltimore, MD November 4, 2015 - Vaccinogen, Inc. (OTC.QB: VGEN), a cancer immunotherapy development company, today announ

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 30, 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 Inc

Ronald W. Kaiser 10 Stehle St. Annapolis, MD 21401

EX-99.2 3 v421743ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Ronald W. Kaiser 10 Stehle St. Annapolis, MD 21401 301.466.0688 [email protected] VIA: Email October 2, 2015 To the Board and Management of Vaccinogen, Inc.: For personal and health reasons, I would like to take a leave of absence from the board of directors of Vaccinogen, Inc. by resigning effective as of the adjournment of the Board meeting on

Termination of a Material Definitive Agreement

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) September 30, 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 Incor

35 W. 35th Street, 11th Floor | New York, NY 10001-0080 | P 212.827.0020 | www.tiberend.com Vaccinogen Appoints Michael G. Hagerman to its Board of Directors

EX-99.1 2 v421743ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 35 W. 35th Street, 11th Floor | New York, NY 10001-0080 | P 212.827.0020 | www.tiberend.com Vaccinogen Appoints Michael G. Hagerman to its Board of Directors Baltimore, MD October 6, 2015 - Vaccinogen, Inc. (OTC.QB: VGEN), a cancer immunotherapy development company, today announced the appointment of Michael G. Hagerman, Cofounder and Partner o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4217438k.htm FORM 8-K 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 (Commiss

VGEN / Vaccinogen, Inc. / HANNA MICHAEL G JR - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* VACCINOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 918641101 (CUS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v4095118k.htm FORM 8-K 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) May 1, 2015 VACCINOGEN, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54997 14-1997223 (State or Other Jurisdiction (Commission

WARRANT AGREEMENT TO PURCHASE STOCK OF VACCINOGEN, INC.

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. WARRANT AGRE

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 v4095818k.htm FORM 8-K 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) April 29, 2015 VACCINOGEN, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54997 14-1997223 (State or Other Jurisdiction (Commissi

Vaccinogen Names Co-Founder and CEO Andrew L. Tussing as Chairman of the Board

EX-99.1 2 v409511ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Vaccinogen Names Co-Founder and CEO Andrew L. Tussing as Chairman of the Board Benjamin S. Carson, Sr., MD Steps Down from Board of Directors, Chairman Role and Medical Advisory Board to Focus on His Candidacy for the Republican Presidential Nomination BALTIMORE, May 5, 2015 /PRNewswire/ - Vaccinogen, Inc. (OTC.QB: VGEN), a cancer immunotherapy

AMENDMENT TO WARRANT AGREEMENT TO PURCHASE STOCK OF VACCINOGEN, INC.

Exhibit 4.2 AMENDMENT TO WARRANT AGREEMENT TO PURCHASE STOCK OF VACCINOGEN, INC. AMENDMENT, dated as of [DATE], to that certain Warrant Agreement (the ?Warrant?) to Purchase Stock of Vaccinogen, Inc., a Maryland corporation (the ?Company?), issued by the Company to [NAME OF WARRANTHOLDER] (the ?Holder? and, together with the Company, the ?Parties?). All terms not otherwise defined herein shall hav

EMPLOYMENT AGREEMENT

Exhibit 99.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of September 19, 2014 (the “Effective Date”), by and between VACCINOGEN, INC. (the “Company”), and Andrew L. Tussing (the “Executive”). WHEREAS, prior to the Effective Date, the Executive served as Chief Operating Officer since the Company’s founding on October 2007 and President and Chief Operating Offic

VGEN / Vaccinogen, Inc. / TUSSING ANDREW - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* VACCINOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 918641101 (CUSIP Number) And

VGEN / Vaccinogen, Inc. / HANNA MICHAEL G JR - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* VACCINOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 918641101 (CUS

VACCINOGEN, INC. RESTRICTED STOCK AGREEMENT

Exhibit 99.3 VACCINOGEN, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the “Agreement”), dated as of [DATE OF 16b-3 COMMITTEE APPROVAL] (the “Grant Date”), between Vaccinogen, Inc., a Maryland corporation, and the Grantee whose names appears on the signature page hereof, is being entered into pursuant to the Vaccinogen, Inc. 2015 Stock Incentive Plan (the “Plan”). The Company an

VACCINOGEN, INC. RESTRICTED STOCK AGREEMENT

Exhibit 99.2 VACCINOGEN, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the “Agreement”), dated as of [DATE OF 16b-3 COMMITTEE APPROVAL] (the “Grant Date”), between Vaccinogen, Inc., a Maryland corporation, and the Grantee whose names appears on the signature page hereof, is being entered into pursuant to the Vaccinogen, Inc. 2015 Stock Incentive Plan (the “Plan”). The Company an

VACCINOGEN, INC. NON-STATUTORY STOCK OPTION AGREEMENT

Exhibit 99.1 VACCINOGEN, INC. NON-STATUTORY STOCK OPTION AGREEMENT This Non-Statutory Stock Option Agreement (the “Agreement”), dated as of [DATE OF 16b-3 COMMITTEE APPROVAL] (the “Grant Date”), between Vaccinogen, Inc., a Maryland corporation, and the Grantee whose name appears on the signature page hereof, is being entered into pursuant to the Vaccinogen, Inc. 2015 Stock Incentive Plan (the “Pla

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) April 20, 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 Incorpora

Vaccinogen NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2014 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on

VACCINOGEN, INC. 2015 STOCK INCENTIVE PLAN Effective as of February 16, 2015 TABLE OF CONTENTS

EX-4.3 2 v402956ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 VACCINOGEN, INC. 2015 STOCK INCENTIVE PLAN Effective as of February 16, 2015 TABLE OF CONTENTS Page 1. Establishment, Purpose and Types of Awards 1 2. Definitions 1 3. Administration 6 (a) Procedure 6 (b) Secondary Committees and Sub-Plans 6 (c) Powers of the Committee 6 (d) Limited Liability 7 (e) Indemnification 7 (f) Effect of Committee’s Decisi

VGEN / Vaccinogen, Inc. S-8 - - FORM S-8

As filed with the Securities and Exchange Commission on February 27, 2015 Registration No.

VACCINOGEN, INC. RESTRICTED STOCK AGREEMENT

Exhibit 10.2 VACCINOGEN, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the “Agreement”), dated as of [DATE] (the “Grant Date”), between Vaccinogen, Inc., a Maryland corporation, and the Grantee whose names appears on the signature page hereof, is being entered into pursuant to the Vaccinogen, Inc. 2015 Stock Incentive Plan (the “Plan”). The Company and the Grantee hereby agree a

VACCINOGEN, INC. NON-STATUTORY STOCK OPTION AGREEMENT

EX-10.3 4 v402387ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 VACCINOGEN, INC. NON-STATUTORY STOCK OPTION AGREEMENT This Non-Statutory Stock Option Agreement (the “Agreement”), dated as of [DATE] (the “Grant Date”), between Vaccinogen, Inc., a Maryland corporation, and the Grantee whose name appears on the signature page hereof, is being entered into pursuant to the Vaccinogen, Inc. 2015 Stock Incentive P

VACCINOGEN, INC. 2015 STOCK INCENTIVE PLAN Effective as of February 16, 2015 TABLE OF CONTENTS

EX-10.1 2 v402387ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 VACCINOGEN, INC. 2015 STOCK INCENTIVE PLAN Effective as of February 16, 2015 TABLE OF CONTENTS Page 1. Establishment, Purpose and Types of Awards 1 2. Definitions 1 3. Administration 5 (a) Procedure 5 (b) Secondary Committees and Sub-Plans 6 (c) Powers of the Committee 6 (d) Limited Liability 7 (e) Indemnification 7 (f) Effect of Committee’s De

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 16, 2015 VACCINOGEN, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54997 14-1997223 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v4015318k.htm FORM 8-K 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 6, 2015 VACCINOGEN, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54997 14-1997223 (State or Other Jurisdiction (Commis

COMMON STOCK PURCHASE WARRANT (For Non U.S. Subscribers) VACCINOGEN, INC. Right to Purchase __________ Shares of Common Stock, par value $.0001 per share

Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIA

Vaccinogen Closes Second Tranche of $80 Million Financing at $5.50 per Unit Proceeds will Fund ACTIVE: the Phase IIIb OncoVAX® Trial and Company Expansion

Exhibit 99.1 Vaccinogen Closes Second Tranche of $80 Million Financing at $5.50 per Unit Proceeds will Fund ACTIVE: the Phase IIIb OncoVAX® Trial and Company Expansion FREDERICK, Md., (January 28, 2015)—Vaccinogen, Inc., (OTC.QB: VGEN) a cancer immunotherapy development company, announced the closing of the second $10 million tranche of the $80 million financing announced last August. This 2nd tra

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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) January 28, 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 Incorpo

VACCINOGEN, INC. SUBSCRIPTION AGREEMENT (For Non U.S. Subscribers)

Exhibit 10.1 VACCINOGEN, INC. SUBSCRIPTION AGREEMENT (For Non U.S. Subscribers) The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of units (“Units”) of Vaccinogen, Inc., a Maryland corporation (the “Company”), on the terms described below, with each Unit consisting of: (a) One share (the “Shares”) of common stock of the Company, par value $0.0001

VGEN / Vaccinogen, Inc. / Halldin Anders Ture Georg - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* VACCINOGEN, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 918641101 (CUSIP Number) Anders Ture Georg Halldin Odlingsvagen 10, Alta Sweden SE-13836 46-708-687566 (Name, Address and Telephone Number of Perso

LEASE AGREEMENT By and Between 1001 FELL STREET LIMITED PARTNERSHIP, LLLP VACCINOGEN, INC. PREMISES: 947-949 Fell Street, 1st and 2nd Floor Baltimore, MD 21231 DATED: January 6, 2015 TABLE OF CONTENTS

Exhibit 10.1 LEASE AGREEMENT By and Between 1001 FELL STREET LIMITED PARTNERSHIP, LLLP Landlord AND VACCINOGEN, INC. Tenant PREMISES: 947-949 Fell Street, 1st and 2nd Floor Baltimore, MD 21231 DATED: January 6, 2015 TABLE OF CONTENTS SECTION 1 DEFINITIONS 1 SECTION 2 DEMISE OF PREMISES 4 SECTION 3 RENT 4 SECTION 4 LATE PAYMENTS 5 SECTION 5 SECURITY DEPOSIT 5 SECTION 6 EXTENSION 6 SECTION 7 UTILITI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 6, 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 Incorpo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v3978558-k.htm FORM 8-K 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 (Comm

VACCINOGEN, INC. SUBSCRIPTION AGREEMENT (For Non U.S. Subscribers)

EX-10.1 3 v397855ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 VACCINOGEN, INC. SUBSCRIPTION AGREEMENT (For Non U.S. Subscribers) The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of units (“Units”) of Vaccinogen, Inc., a Maryland corporation (the “Company”), on the terms described below, with each Unit consisting of: (a) One share (the “Shares”) of common

COMMON STOCK PURCHASE WARRANT (For Non U.S. Subscribers) VACCINOGEN, INC. Right to Purchase __________ Shares of Common Stock, par value $.0001 per share

Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIA

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of the Effective Date (as defined below), by and between VACCINOGEN, INC. (the “Company”), and Michael G. Hanna, Jr., Ph.D. (the “Executive”). WHEREAS, prior to the Effective Date, the Executive served as Chief Executive Officer of the Company on the terms and conditions set forth in that certain Employme

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of September 19, 2014 (the “Effective Date”), by and between VACCINOGEN, INC. (the “Company”), and Andrew L. Tussing (the “Executive”). WHEREAS, prior to the Effective Date, the Executive served as Chief Operating Officer since the Company’s founding on October 2007 and President and Chief Operating Offic

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) September 19, 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 Incor

MASTER SERVICES AGREEMENT

Exhibit 10.1 MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”) is entered into as of the 10th day of September, 2014 (the “Effective Date”) by and between Vaccinogen, Inc. having its registered address at 5300 Westview Drive, Suite 406, Frederick, MD 21703 (“Vaccinogen” or “Company”), and RxTrials, Inc. d/b/a OnPoint CRO, having its registered address at 2838 Leaf Shade D

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 incor

Binding Term Sheet For Stock Purchase Agreement Between Steve Robinson (Seller) and Anders Halldin (Buyer) August 20, 2014

Exhibit 99.6 Binding Term Sheet For Stock Purchase Agreement Between Steve Robinson (Seller) and Anders Halldin (Buyer) August 20, 2014 Mr. Steven Robinson and Mr. Anders Halldin would execute the “Memorandum of Understanding” (MOU) that recognizes Mr. Robinson as a member of the TIS syndicate. Mr. Robinson, as part of the TIS syndicate, purchases 1,818,182 shares of VGEN stock in the Series C at

Binding Term Sheet For Stock Purchase Agreement Between Steve Robinson (Seller) and Anders Halldin (Buyer) August 20, 2014

Exhibit 99.5 Binding Term Sheet For Stock Purchase Agreement Between Steve Robinson (Seller) and Anders Halldin (Buyer) August 20, 2014 Mr. Steven Robinson and Mr. Anders Halldin would execute the “Memorandum of Understanding” (MOU) that recognizes Mr. Robinson as a member of the TIS syndicate. Mr. Robinson, as part of the TIS syndicate, purchases 1,818,182 shares of VGEN stock in the Series C at

VGEN / Vaccinogen, Inc. / Halldin Anders Ture Georg - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VACCINOGEN, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 918641101 (CUSIP Number) Anders Ture Georg Halldin Odlingsvagen 10, Alta Sweden SE-13836 46-708-687566 (Name, Address and Telephone Number of Person

IN WITNESS WHEREOF

Exhibit 99.4 IN WITNESS WHEREOF, the parties have executed this MOU on the day and year first above written. /s/ Anders Halldin Name: Anders Halldin /s/ Eli Salazar Name: Eli Salazar

IN WITNESS WHEREOF, the parties have executed this MOU on the day and year first above written.

Exhibit 99.5 IN WITNESS WHEREOF, the parties have executed this MOU on the day and year first above written. /s/ Anders Halidin Name: Mr. Anders Halidin /s/ Eli Salazar Name: Mr. Eli Salazar

VGEN / Vaccinogen, Inc. / Robinson Stephen W. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VACCINOGEN, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 918641101 (CUSIP Number) Stephen W. Robinson 2555 N. Pearl St. #1709, Dallas, TX 75201 443-280-3153 (Name, Address and Telephone Number of Person Au

IN WITNESS WHEREOF

Exhibit 99.3 IN WITNESS WHEREOF, the parties have executed this MOU on the day and year first above written. /s/ Anders Halldin Name: Anders Halldin /s/ Steve Robinson Name: Steve Robinson

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D with respect to the common stock, $0.0001 par value per share of Vaccin

IN WITNESS WHEREOF, the parties have executed this MOU on the day and year first above written.

Exhibit 99.4 IN WITNESS WHEREOF, the parties have executed this MOU on the day and year first above written. /s/ Anders Halidin Name: Mr. Anders Halidin /s/ Steve Robinson Name: Mr. Steve Robinson

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) August 25, 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 incorpor

VGEN / Vaccinogen, Inc. 144 - - FORM 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. 1 (a) NAME OF ISSUER (Please type or print) Vaccinog

RIGHT OF FIRST OFFER AGREEMENT

Exhibit 10.4 RIGHT OF FIRST OFFER AGREEMENT THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”), is made as of the 22nd day of August, 2014, by and between Vaccinogen, Inc., a Maryland corporation (the “Company”), and Intracel Holdings Corporation, a Delaware corporation (the “Investor”). RECITALS WHEREAS, the Investor is the holder of shares of common stock of the Company, par value $.0001 per

August 22, 2014

Exhibit 10.2 August 22, 2014 Intracel Holdings Corporation Vaccinogen, Inc. Attn: Daniel Kane, Daniel Fitzgerald and Attn: Michael G. Hanna, Jr., Ph. D., Alan Cohen Chairman and Chief Executive Officer 550 Highland St. 5300 Westview Drive, Suite 406 Frederick, Maryland 21701 Frederick, Maryland 21703 Re: Vaccinogen/Intracel Arrangements Reference is made to that certain License Agreement, dated as

COMMON STOCK PURCHASE WARRANT (For Non U.S. Subscribers) VACCINOGEN, INC. Right to Purchase __________ Shares of Common Stock, par value $.0001 per share

Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIA

August 22, 2014

Exhibit 10.3 August 22, 2014 The Abell Foundation, Inc. Vaccinogen, Inc. Attn: Robert C. Embry, Jr., Attn: Michael G. Hanna, Jr., Ph. D., President Chairman and Chief Executive Officer 111 South Calvert Street, Suite 2300 5300 Westview Drive, Suite 406 Baltimore, Maryland 21202 Frederick, Maryland 21703 Re: Vaccinogen/Abell Investment Agreement Reference is made to that certain Investment Agreemen

VACCINOGEN, INC. SUBSCRIPTION AGREEMENT

Exhibit 10.6 VACCINOGEN, INC. SUBSCRIPTION AGREEMENT The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of units (“Units”) of Vaccinogen, Inc., a Maryland corporation (the “Company”), on the terms described below, with each Unit consisting of: (a) One share (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stoc

VACCINOGEN, INC. SUBSCRIPTION AGREEMENT (For Non U.S. Subscribers)

Exhibit 10.5 VACCINOGEN, INC. SUBSCRIPTION AGREEMENT (For Non U.S. Subscribers) The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of units (“Units”) of Vaccinogen, Inc., a Maryland corporation (the “Company”), on the terms described below, with each Unit consisting of: (a) One share (the “Shares”) of common stock of the Company, par value $0.0001

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) August 22, 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 incorpor

COMMON STOCK PURCHASE WARRANT VACCINOGEN, INC. Right to Purchase __________ Shares of Common Stock, par value $.0001 per share

Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SUBSCRIPTION AGREEMENT DATED AS OF , 2014, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UND

August 22, 2014

Exhibit 10.1 August 22, 2014 The Investment Syndicate (TIS) Vaccinogen, Inc. Attn: Anders Halldin Attn: Michael G. Hanna, Jr., Ph. D., c/o Malchor AB Chairman and Chief Executive Officer Sollentunavägen 80 5300 Westview Drive, Suite 406 SE-191 40 Sollentuna, Sweden Frederick, Maryland 21703 Re: Vaccinogen/TIS Commitment Letter Reference is made to that certain letter agreement, dated April 24, 201

VGEN / Vaccinogen, Inc. 144 - - FORM 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. 1 (a) NAME OF ISSUER (Please type or print) Vaccinog

VGEN / Vaccinogen, Inc. NT 10-Q - - FORM NT 10-Q

NT 10-Q 1 v386964nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨Form 10-K ¨Form 20-F ¨ Form 11-K xForm 10-Q ¨Form N-SAR For Period Ended: June 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition R

Entry into a Material Definitive Agreement

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 30, 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 incorporat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 v3760548k.htm FORM 8-K 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) April 24, 2014 VACCINOGEN, INC. (Exact name of registrant as specified in its charter) Maryland 000-54997 14-1997223 (State or other jurisdiction (Commissi

The Investment Syndicate C/o Malchor AB Sollentunavägen 80 SE-191 40 Sollentuna, Sweden

The Investment Syndicate (TIS) 23rd April 2014 Mr. Andrew L. Tussing President and Chief Operation Officer and Vaccinogen Board of Directors 5300 Westview Drive, Suite 406 Frederick, MD 21703, USA Re: Definitive Conditions to Closing Dear Mr. Tussing and Vaccinogen’s Board of Directors: We at TIS are grateful to Mr. Tussing for his cooperation with our due diligence on Vaccinogen. With critical ma

Vaccinogen FORM 10-K (Annual Report)

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54997 VACCINOGEN, inc. (Name of

SEVENTH AMENDED AND RESTATED PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

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 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 incorp

VACCINOGEN, INC. AMENDMENT NO. 7 TO NOTE AND WARRANT PURCHASE AGREEMENT

VACCINOGEN, INC. AMENDMENT NO. 7 TO NOTE AND WARRANT PURCHASE AGREEMENT THIS AMENDMENT NO. 7 TO NOTE AND WARRANT PURCHASE AGREEMENT is dated as of the 1st day of February, 2014, by and between Vaccinogen, Inc., a Maryland corporation (the “Company”), and The Abell Foundation, Inc., a Maryland corporation (the “Purchaser”). RECITALS Reference is made to that certain Note and Warrant Purchase Agreem

VGEN / Vaccinogen, Inc. / INTRACEL HOLDINGS Corp - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vaccinogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 918641101 (CUSIP Number) Intracel Holdings Corporation c/o Dan Kane 340 N. Westlake Blvd. Suite 260 Westlake Village, CA 91362 Telephone: (805) 497-

VGEN / Vaccinogen, Inc. / KANE DANIEL M - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vaccinogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 918641101 (CUSIP Number) Daniel Kane 340 N. Westlake Blvd. Suite 260 Westlake Village, CA 91362 Telephone: (805) 497-8900 (Name, Address and Telepho

VGEN / Vaccinogen, Inc. / NICOLIS JOHN - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vaccinogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 918641101 (CUSIP Number) John Nicolis c/o Vaccinogen, Inc. 5300 Westview Drive, Suite 406 Frederick, MD 21703 Telephone: (301) 668-8400 (Name, Addre

VGEN / Vaccinogen, Inc. / HANNA MICHAEL G JR - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vaccinogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 918641101 (CUSIP Number) Michael G. Hanna, Jr. c/o Vaccinogen, Inc. 5300 Westview Drive, Suite 406 Frederick, MD 21703 Telephone: (301) 668-8400 (Na

VGEN / Vaccinogen, Inc. / Cohen Alan - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vaccinogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 918641101 (CUSIP Number) Alan Cohen c/o Vaccinogen, Inc. 5300 Westview Drive, Suite 406 Frederick, MD 21703 Telephone: (301) 668-8400 (Name, Address

- POS AM

As filed with the Securities and Exchange Commission on February 5, 2014 Registration No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

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) January 14, 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 incorpo

SIXTH AMENDED AND RESTATED PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

6,000,000 Common Shares VACCINOGEN, INC.

Prospectus Supplement to Filed pursuant to Rule 424(b)(3) Prospectus dated October 31, 2013 Registration File No.

6,000,000 Common Shares VACCINOGEN, INC.

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-189927 6,000,000 Common Shares VACCINOGEN, INC. This prospectus relates to the resale of up to 6,000,000 shares of the common stock of Vaccinogen, Inc., a Maryland corporation, by Kodiak Capital Group, LLC, a Delaware limited liability company (“Kodiak ” or “Selling Shareholder”), a selling shareholder pursuant to a Put Notice(s) und

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VACCINOGEN, INC. 5300 Westview Drive, Suite 406 Frederick, MD 21703 October 30, 2013 Jeffrey P. Riedler Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Vaccinogen, Inc. Registration Statement on Form S-1 File No. 333-189927 Dear Mr. Riedler: Vaccinogen, Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the a

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VACCINOGEN, INC. 5300 Westview Drive, Suite 406 Frederick, MD 21703 October 29, 2013 Jeffrey P. Riedler Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Vaccinogen, Inc. Registration Statement on Form S-1 File No. 333-189927 Dear Mr. Riedler: Vaccinogen, Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the a

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October 18, 2013 Jeffrey P. Riedler Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Vaccinogen, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 12, 2013 File No. 333-190027 Dear Mr. Riedler: On behalf of our client, Vaccinogen, Inc., a Maryland corporation (the “Company”), we are filing herewith an Amendment No. 1 (the “Amendment”) to the Compan

- FORM S-1/A

As filed with the Securities and Exchange Commission on October 18, 2013 Registration No.

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October 2, 2013 Jeffrey P. Riedler Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Vaccinogen, Inc. Amendment No. 2 to Registration Statement on Form 10-12(g) Filed September 12, 2013 File No. 000-54997 Dear Mr. Riedler: On behalf of our client, Vaccinogen, Inc., a Maryland corporation (the “Company”), we are filing herewith an Amendment No. 3 (the “Amendment”) to th

- FORM 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 Amendment No. 3 to FORM 10 General Form for Registration of Securities of Small Business issuers Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 Vaccinogen, Inc. (Name of Small Business Issuer in its Charter) Maryland 14-1997223 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or organization) Identific

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VACCINOGEN, INC. 5300 Westview Drive, Suite 406 Frederick, MD 21703 October 2, 2013 Jeffrey P. Riedler Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Vaccinogen, Inc. Amendment No. 2 to Registration Statement on Form 10-12(g) Filed September 12, 2013 File No. 000-54997 Dear Mr. Riedler In connection with Amendment No. 3 (the “Amendment”) to the Company’s Registratio

FIFTH AMENDED AND RESTATED PROMISSORY NOTE

EX-4.2 2 v354695ex4-2.htm EXHIBIT 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. FI

- 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 Amendment No. 2 to FORM 10 General Form for Registration of Securities of Small Business issuers Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 Vaccinogen, Inc. (Name of Small Business Issuer in its Charter) Maryland 14-1997223 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or organization) Identific

VACCINOGEN, INC. COMMON STOCK PURCHASE WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

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September 12, 2013 Jeffrey P. Riedler Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Vaccinogen, Inc. Amendment No. 1 to Registration Statement on Form 10-12(g) Filed August 19, 2013 File No. 000-54997 Dear Mr. Riedler: On behalf of our client, Vaccinogen, Inc., a Maryland corporation (the “Company”), we are filing herewith an Amendment No. 2 (the “Amendment”) to th

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VACCINOGEN, INC. 5300 Westview Drive, Suite 406 Frederick, MD 21703 September 12, 2013 Jeffrey P. Riedler Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Vaccinogen, Inc. Amendment No. 1 to Registration Statement on Form 10-12(g) Filed August 19, 2013 File No. 000-54997 Dear Mr. Riedler In connection with Amendment No. 2 (the “Amendment”) to the Company’s Registratio

- FORM 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 Amendment No. 1 to FORM 10 General Form for Registration of Securities of Small Business issuers Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 Vaccinogen, Inc. (Name of Small Business Issuer in its Charter) Maryland 14-1997223 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or organization) Identific

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August 19, 2013 Jeffrey P. Riedler Securities and Exchange Commission 100 F Street, N.E. (address is not on letterhead) Washington, DC 20549 Re: Vaccinogen, Inc. Registration Statement on Form 10-12(g) Filed July 5, 2013 File No. 000-54997 Dear Mr. Riedler: On behalf of our client, Vaccinogen, Inc., a Maryland corporation (the “Company”), we are filing herewith an Amendment No. 1 (the “Amendment”)

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on July 12, 2013 Registration No.

AMENDMENT TO

EX-10.23 10 v349778ex10-23.htm EXHIBIT 10.23 AMENDMENT TO INVESTMENTAGREEMENT THIS AMENDMENT TO INVESTMENT AGREEMENT (the “Amendment”) is made and entered into as of July 8, 2013, by and among Vaccinogen, Inc., a Maryland corporation (the “Company”) and Kodiak Capital Group, LLC, a Delaware limited liability company (collectively, the “Investor”). The Company and the Investor are collectively refe

INVESTORS’ RIGHTS AGREEMENT

INVESTORS’ RIGHTS AGREEMENT THIS INVESTORS’ RIGHTS AGREEMENT is made effective as of the 24th day of June, 2010, by and among Vaccinogen, Inc.

UNSECURED PROMISSORY NOTE Effective April 6, 2012

UNSECURED PROMISSORY NOTE Effective April 6, 2012 Name of Investor: Amount of Investment (“Principal Amount”): $ FOR VALUE RECEIVED, VACCINOGEN, INC.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of February 1, 2010 (the “Effective Date”), by and between VACCINOGEN, INC.

VACCINOGEN, INC. ARTICLES OF AMENDMENT AND RESTATEMENT

VACCINOGEN, INC. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Vaccinogen, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: ARTICLE I INCORPORATOR The undersigned, Michael L. Kranda, whose

VACCINOGEN, INC. AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT

VACCINOGEN, INC. AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT THIS AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT is dated as of the day of April, 2013, by and between Vaccinogen, Inc., a Maryland corporation (the “Company”), and The Abell Foundation, Inc., a Maryland corporation (the “Purchaser”). RECITALS Reference is made to that certain Note and Warrant Purchase Agreement dat

Vaccinogen BV, a Netherlands corporation

Subsidiaries Vaccinogen BV, a Netherlands corporation

Effective Date 01 October 2012

Dr Joy Barton Managing Partner and CEO Marquant Partners Ltd 145 - 157 St John St, EC1V 4PY London, UK Effective Date 01 October 2012 Dr.

AMENDED AND RESTATED REGISTRATION RIGHTS

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the day of , 2010, by and among Vaccinogen, Inc.

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as the “Agreement”), dated July 18, 2012 by and between Vaccinogen, Inc.

REGISTRATION RIGHTS

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of the 24th day of June, 2010, by and among Vaccinogen, Inc.

APPENDIX A INDEMNIFICATION

February 14, 2013 Andrew L. Tussing President & COO Vaccinogen, Inc. 5300 Westview Drive, Suite 406 Frederick, MD 21703 Dear Andrew: In response to our recent discussions, we are pleased to propose a binding Agreement (“Agreement”) between First Liberties Financial, a New York corporation together with its subsidiaries, successors and assigns, hereby referred to as FLF, a broker-dealer registered

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

October 31, 2007 VIA FEDERAL EXPRESS/EMAIL Mitchell Finer Chief Executive Officer Intracel Holdings Corporation 550 Highland Street, Suite 417 Frederick, MD 21701 RE: Product Supply Agreement between Organon Teknika Corporation (“OTC”) and Intracel Resources LLC (as successor in interest to Intracel Corporation) dated December 1, 2000, as amended by Addendum dated November 26, 2002 (the “Supply Agreement”) and Letter Agreement dated as of November 27, 2002 between OTC, Organon BioSciences International B.

SECURITY AGREEMENT

SECURITY AGREEMENT THIS SECURITY AGREEMENT is made this 26th day of October, 2011, by and between VACCINOGEN, INC.

STOCK EXCHANGE AGREEMENT

STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) is dated as of June 24, 2010, by and between Vaccinogen, Inc.

Schedule A

April 29, 2009 Mr. Andrew L. Tussing Co-Founder and Chief Operating Officer Vaccinogen, Inc. 5300 Westview Drive, Suite 406 Frederick, MD 21703 RE: CAPITAL INTROUCTION AGREEMENT Dear Andy: Further to our conversations and our review of due diligence material, we at Alms & Associates (“ALMS”) set forth the following proposal to assist Vaccinogen, Inc. (“VAC”) with respect to its efforts to raise/in

LICENSE AGREEMENT

LICENSE AGREEMENT This License Agreement (the “Agreement”) is entered into and made effective as of October 10, 2007 (“Effective Date”) by and between Intracel Acquisition Holding Company LLC, a Delaware limited liability company having a place of business at 550 Highland Street, Frederick, MD 20701 (“Intracel”) and Vaccinogen, Inc.

- 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 FORM 10 General Form for Registration of Securities of Small Business issuers Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 Vaccinogen, Inc. (Name of Small Business Issuer in its Charter) Maryland (State or Other Jurisdiction (I.R.S. Employer of Incorporation or organization) Identification No.) 5300 Westview Drive

NEW SECURITY AGREEMENT

NEW SECURITY AGREEMENT THIS NEW SECURITY AGREEMENT (together with all exhibits, this “Security Agreement”) is made as of October 31, 2007 by and between Intracel Holdings Corporation, as the grantor (the “Grantor”) and Organon BioSciences International B.

FOURTH AMENDED AND RESTATED PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

VACCINOGEN 1, INC. ARTICLES OF INCORPORATION

VACCINOGEN 1, INC. ARTICLES OF INCORPORATION FIRST: The undersigned, Michael L. Kranda, whose address is 5300 Westview Drive, Suite 406, Frederick, MD 21703, being at least 18 years of age, does hereby form a corporation under the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is: Vaccinogen 1, Inc. THIRD: The Corporation

ASSET TRANSFER AGREEMENT

ASSET TRANSFER AGREEMENT This Asset Transfer Agreement is made as of the 24th day of June, 2010 (the “Effective Date”) between Intracel Holdings Corporation, a Delaware corporation (“Intracel,” as further defined in Section 1(b) below), and Vaccinogen, Inc.

INVESTMENT AGREEMENT

INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (hereinafter referred to as the “Agreement”), dated as of January 16, 2013 (“Execution Date”) by and between Vaccinogen, Inc.

MASTER SERVICES AGREEMENT

MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”) is entered into as of the 16 day of April, 2012 by and between Vaccinogen, having its registered address at 5300 Westview Drive, Suite 406, Fredrick, MD 21703 (“Vaccinogen”), and Oncology Trials Insights, Inc.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of February 1, 2010 (the “Effective Date”), by and between VACCINOGEN, INC.

SUBSCRIPTION DOCUMENTS VACCINOGEN, INC. Offering of up to 2,370,546 Units consisting of Common Stock and Warrants

EX-10.22 33 v348776ex10-22.htm EXHIBIT 10.22 SUBSCRIPTION DOCUMENTS VACCINOGEN, INC. Offering of up to 2,370,546 Units consisting of Common Stock and Warrants CONTENTS Instructions for Subscription Section A: General Instructions - Wiring and Check Instructions Section B: Subscription Agreement Section C: Confidential Purchaser Questionnaire SECTION A INSTRUCTIONS FOR SUBSCRIPTION FOR UNITS Each s

VACCINOGEN, INC. COMMON STOCK PURCHASE WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

VACCINOGEN, INC. AMENDMENT NO. 2 TO NOTE AND WARRANT PURCHASE AGREEMENT

VACCINOGEN, INC. AMENDMENT NO. 2 TO NOTE AND WARRANT PURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO NOTE AND WARRANT PURCHASE AGREEMENT is dated as of the day of , 2012, by and between Vaccinogen, Inc., a Maryland corporation (the “Company”), and The Abell Foundation, Inc., a Maryland corporation (the “Purchaser”). RECITALS Reference is made to that certain Note and Warrant Purchase Agreement dated Oc

VACCINOGEN, INC. ARTICLE I

VACCINOGEN, INC. BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or

INVESTMENT AGREEMENT

INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (hereinafter referred to as the “Agreement”), dated as of July 18, 2012 (“Execution Date”) by and between Vaccinogen, Inc.

EXTENSION AND SECOND AMENDMENT TO LEASE

EXTENSION AND SECOND AMENDMENT TO LEASE This Extension and Second Amendment to Lease (the “Amendment”) is made this 23 day of October, 2012, by and between Martens Properties L.

EXTENSION AND THIRD AMENDMENT TO LEASE

EXTENSION AND THIRD AMENDMENT TO LEASE This Extension and Third Amendment to Lease (the “Amendment”) is made this 30 day of April, 2013, by and between Martens Properties L.

EX-3.2

ARTICLES OF MERGER OF VACCINOGEN, INC. (a Delaware corporation) WITH AND INTO VACCINOGEN 1, INC. (a Maryland corporation) THIS IS TO CERTIFY THAT: FIRST: Vaccinogen 1, Inc., a Maryland corporation (the “Surviving Company”), and Vaccinogen, Inc., a Delaware corporation (the “Merging Company”), agree to effect a merger of the Merging Company with and into the Surviving Company, upon the terms and co

PATENT SECURITY AGREEMENT

PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this day of , 2013, by and between VACCINOGEN, INC.

COMMON STOCK PURCHASE WARRANT VACCINOGEN, INC. Right to Purchase __________ Shares of Common Stock, par value $.0001 per share

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.