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 1725, 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.)

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.

~~Amendment~~Second of Promissory Note Issued byto Dolphin Offshore Partners, LP

On November 1725, 2015, Vaccinogen, Inc. (the “Company”) ~~entered~~issued ~~into~~an ~~a First Amendment to Promissory Note (the “Amendment”), effective as of 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”) toin ~~extend~~a ~~the~~principal ~~maturity~~amount of ~~the~~ ~~Note~~Two ~~from~~Hundred ~~November~~Thousand ~~10,~~Dollars ~~2015 to March 31, 2016~~ (~~the “New Maturity Date”~~$200,000)~~. The Amendment also provides the~~, ~~Lender~~bearing ~~the~~interest ~~right,~~ at ~~any~~a ~~time~~rate ~~before the New Maturity Date, to elect to convert part or all~~ of ~~the~~nine ~~outstanding~~percent ~~principal~~(9%) ~~and~~per ~~any interest~~annum, ~~due~~ and ~~payable~~maturing ~~under~~on ~~the~~March ~~Note into shares of the Company’s common stock~~31, ~~par~~2016 ~~value $0.0001 per share~~ (the “~~Common Stock~~Maturity Date”)~~, 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 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.

~~This~~The ~~description~~Note ofprovides the Lender the ~~Amendment~~right, ~~does~~at ~~not~~any ~~purport~~time before the Maturity Date, to beelect ~~complete~~to convert part or all of the outstanding principal and isany ~~qualified~~interest due inand ~~its~~payable ~~entirety~~under bythe ~~reference~~Note tointo shares of the ~~Amendment~~Company’s ~~attached~~common asstock, anpar ~~exhibit~~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 ~~this~~issue ~~Current~~Common ~~Report~~Stock onpursuant ~~Form~~to ~~8-K~~the Note is conditioned upon the Company and ~~incorporated~~the ~~herein~~Lender byentering ~~reference~~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.

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
Exhibit
10.1		First Amendment to Promissory Note effective November 10, 2015
Number	Description
10.1	$200,000 Unsecured Promissory Note dated November 25, 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: November 18, 2015	By:	/s/ Andrew L. Tussing
Date: December 1, 2015	By:	/s/ Andrew L. Tussing
		Andrew L. Tussing
		Chairman and Chief Executive Officer

Exhibit Index

Exhibit Number		Description
Exhibit
10.1		First Amendment to Promissory Note effective November 10, 2015
Number	Description
10.1	$200,000 Unsecured Promissory Note dated November 25, 2015

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