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 417, 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
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 ~~Former~~ Address, if Changed ~~Since~~ 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.

~~Section~~Amendment 5of –Promissory ~~Corporate~~Note ~~Governance~~Issued ~~and~~by ~~Management~~Dolphin Offshore Partners, LP

~~Item~~On 5November 17, 2015, Vaccinogen, Inc.02 ~~Departure~~(the “Company”) entered into a First Amendment to Promissory Note (the “Amendment”), effective as of ~~Directors~~November 10, 2015, in order to amend that certain Unsecured Promissory Note (the “Note”) issued August 12, 2015 by the Company to Dolphin Offshore Partners, LP (the “Lender”) to extend the maturity of the Note from November 10, 2015 to March 31, 2016 (the “New Maturity Date”). The Amendment also provides the Lender the right, at any time before the New Maturity Date, to elect to convert part or ~~Certain~~all ~~Officers;~~of ~~Election~~the outstanding principal and any interest due and payable under the Note into shares of ~~Directors;~~the ~~Appointment~~Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a rate of ~~Certain~~$2.50 ~~Officers;~~per ~~Compensatory~~share ~~Arrangements~~by providing the Company written notice of ~~Certain~~such ~~Officers~~election. The Company’s obligation to issue Common Stock pursuant to the Amendment 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 Amendment.

OnThis ~~November~~description ~~4, 2015,~~ of the ~~Board~~Amendment ofdoes ~~Directors~~not ~~(the~~purport ~~“Board”) of~~to ~~Vaccinogen,~~be ~~Inc.,~~complete aand ~~Maryland~~is ~~corporation~~qualified ~~(the~~in ~~“Company”)~~its ~~announced~~entirety ~~the~~by ~~promotion~~reference ofto ~~Peter~~the ~~Morsing,~~Amendment ~~Ph.D.,~~attached ~~age~~as ~~57,~~an exhibit to ~~the~~this ~~position~~Current ofReport ~~Chief~~on ~~Operating~~Form ~~Officer~~8-K ~~(COO),~~and ~~effective~~incorporated ~~immediately~~herein by reference.

~~Dr.~~Section ~~Morsing~~9 ~~joined~~– ~~Vaccinogen~~Financial inStatements ~~January 2015 as Global Head of Business Development & Strategy. Dr. Morsing brings almost 20 years of pharmaceutical~~ and business development experience to the Vaccinogen leadership team. Previously, he held roles of increasing responsibility with AstraZeneca from September 1995 to September 2002 and March 2005 to January 2015, where he most recently served as Search and Evaluation Director and was responsible for the identification and evaluation of novel therapeutic approaches to treat cardiovascular and metabolic diseases. Also during his tenure with AstraZeneca, he was Licensing Director, Strategic Partnering and Business Development, leading global teams in the evaluation of external therapeutic licensing opportunities specializing in diabetes and obesity. From September 2002 to December 2004, Dr. Morsing served as Portfolio Manager for the Second Swedish National Pension Fund where he was responsible for evaluating and managing investments in the pharmaceutical and biotechnology sectors. He holds a Ph.D. in Medical Science from Lund University in Sweden and formerly held academic appointments at Gothenburg University, the University of North Carolina at Chapel Hill, and Lund University. He also served as a Postdoctoral Fellow at Yale University.Exhibits

~~Section~~Item 9.01 – Financial Statements and Exhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits

Exhibit

Number

Description

10.1

First Amendment to Promissory Note effective November 10, 2015

~~Exhibit 99.1 Press release of Vaccinogen, Inc. dated November 4, 2015~~2

2SIGNATURES

~~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.

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: November 18, 2015	By:	/s/ Andrew L. Tussing
		Andrew L. Tussing
		Chairman and Chief Executive Officer

	VACCINOGEN, INC.
Date: November 10, 2015	By:	/s/ Andrew L. Tussing
		Andrew L. Tussing
		President and Chief Executive Officer

3Exhibit Index

INDEX TO EXHIBITS

Exhibit

Number

Description

10.1

First Amendment to Promissory Note effective November 10, 2015

Exhibit Number		Description
99.1		Press release of Vaccinogen, Inc. dated November 4, 2015

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