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, 2014
TRANSGENOMIC, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation) |
000-30975
(Commission File Number) |
91-1789357
(IRS Employer Identification Number)
12325 Emmet Street
Omaha, NE
(Address of principal executive offices) |
68164
(Zip Code) |
(402) 452-5400
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former 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:
| ¨ | 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(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 1, 2014 (the “Effective Date”),
Transgenomic, Inc. (“Transgenomic”) entered into a Surveyor Kit Patent, Technology, and Inventory Purchase Agreement
(the “Purchase Agreement”) with Integrated DNA Technologies, Inc. (“IDT”). Pursuant to the Purchase Agreement,
on the Effective Date, Transgenomic transferred and sold to IDT all of its right, title and interest in and to Transgenomic’s
Surveyor Kits product line and related technology, including, without limitation, all patents, patent applications, licenses, technology,
know-how and trademarks relating to the Surveyor Kits product line technology, and Transgenomic’s inventory of Surveyor
products (collectively, the “Surveyor Technology”).
In consideration for the purchase of the
Surveyor Technology, IDT paid Transgenomic an initial payment of $3.65 million. As additional consideration, IDT will pay Transgenomic
an additional amount equal to an aggregate of $600,000 in four equal installments, the first of which must be made by October 1,
2014, and the last of which must be made by July 1, 2015. Additionally, if net sales of the Surveyor Kits by IDT exceed a certain
threshold during the period beginning on October 1, 2014 and ending on September 30, 2015, IDT will be obligated to pay Transgenomic
an additional earn-out payment equal to a percentage of the net sales exceeding the threshold that is in the middle double digits.
Pursuant to the Purchase Agreement, IDT
granted Transgenomic a worldwide, irrevocable, exclusive, fully paid-up, royalty-free, transferable right and license to the Surveyor
Technology for clinical uses, including, without limitation, the provision of diagnostic and pharmaceutical services, and any other
clinical uses in connection with Transgenomic’s biomarker identification business unit.
There is no material relationship between
Transgenomic or any of its affiliates, on the one hand, and IDT or any of its affiliates, on the other hand, outside of the Purchase
Agreement.
The foregoing description of the Purchase
Agreement does not purport to be a complete description of all of the terms of the Purchase Agreement and is qualified in its entirety
by reference to the full text of the Purchase Agreement, a copy of which will be filed with the Securities and Exchange Commission
as an exhibit to Transgenomic’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2014 (the “Form
10-Q”). Certain terms of the Purchase Agreement have been omitted from this Current Report on Form 8-K and will be omitted
from the version of the Purchase Agreement to be filed as an exhibit to the Form 10-Q pursuant to a Confidential Treatment Request
that Transgenomic plans to submit to the Securities and Exchange Commission at the time of the filing of the Form 10-Q.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information disclosed in Item 1.01
above is incorporated herein by reference.
On July 2, 2014, Transgenomic issued a
press release regarding the Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Press release issued by Transgenomic, Inc. on July 2, 2014. |
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.
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TRANSGENOMIC, INC. |
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| July 2, 2014 |
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By: |
/s/ Mark P. Colonnese |
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Mark P. Colonnese |
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Executive Vice President and Chief Financial Officer |
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Exhibit 99.1
TRANSGENOMIC SELLS RIGHTS
TO SURVEYOR MUTATION DETECTION TECHNOLOGY
AND ASSETS TO INTEGRATED DNA TECHNOLOGIES, INC.
Selective Monetization of
Research Market Assets Reflects Strategic Focus on Higher Growth
olecular Diagnostics and Personalized Medicine Sectors
OMAHA, Neb. (July 2, 2014) -- Transgenomic, Inc.
(NASDAQ: TBIO), a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases
through advanced diagnostic tests and clinical and research services, today announced that it has entered into an agreement to
sell to Integrated DNA Technologies, Inc. (IDT) the rights to Transgenomic’s SURVEYOR Nuclease technology and assets for
a minimum of $4.25 million. SURVEYOR Mutation Detection Kits provide researchers with a simple, robust and versatile method to
detect mutations and polymorphisms in DNA from a variety of organisms.
Under the terms of the agreement, IDT will make an
upfront payment of $3.65 million and additional minimum payments of $0.6 million or more to Transgenomic during the first year
of the agreement. Transgenomic will transfer rights to the SURVEYOR patents, license, technology, know-how and trademarks to IDT,
as well as all inventory of the product. As part of the agreement, IDT will exclusively sublicense rights for all clinical and
diagnostic applications of the SURVEYOR technology back to Transgenomic. Further terms of the agreement were not disclosed.
Paul Kinnon, President and Chief Executive Officer
of Transgenomic, commented, “The sale of SURVEYOR Nuclease technology to IDT for the non-core research market allows us to
focus more of our resources on commercialization efforts in our Patient Testing, Biomarker Identification, and Genetic Assays and
Platforms business units. By licensing back exclusive rights to clinical and diagnostic uses of the technology, we have ensured
we will have continued access to SURVEYOR in high value clinical and pharmaceutical services applications. The monetization of
this asset will also contribute to our expedited development and commercialization efforts for ICE COLD-PCRTM, Transgenomic’s
groundbreaking technology that enables the detection and monitoring of actionable mutations in cancer patients using non-invasive
liquid biopsies.”
Dr. Joseph Walder, IDT’s founder and Chief
Executive Officer, noted, “IDT has a well-earned reputation as an innovator and leader in the production of nucleic acid
products for researchers worldwide. The SURVEYOR Nuclease Detection Kits are a natural addition to our growing product line, and
we are delighted to have acquired rights to the technology from Transgenomic.”
The SURVEYOR Nuclease technology was originally developed
by Fox Chase Cancer Center, which licensed exclusive rights to Transgenomic. The key component of SURVEYOR Mutation Detection Kits
is a proprietary nuclease enzyme that cleaves DNA at points where any type of DNA sequence variation exists. The resulting DNA
fragments can then be analyzed using a variety of analytic platforms found in genetic testing laboratories globally.
About Transgenomic
Transgenomic, Inc. is a global biotechnology company
advancing personalized medicine in cardiology, oncology, and inherited diseases through advanced diagnostic technologies, such
as its revolutionary ICE COLD-PCRTM and its unique genetic tests provided through its Patient Testing business. The company also
provides specialized clinical and research services to biopharmaceutical companies developing targeted therapies and sells equipment,
reagents and other consumables for applications in molecular testing and cytogenetics. Transgenomic’s diagnostic technologies
are designed to improve medical diagnoses and patient outcomes.
About IDT
Integrated
DNA Technologies, Inc. (IDT) is the largest supplier of custom nucleic acids in the world, serving academic, government, and commercial
researchers in biotechnology, clinical diagnostics, and pharmaceutical development. IDT's primary business is the manufacture of
custom, synthetic DNA and RNA oligonucleotides. Today, IDT synthesizes and ships an average of 44,000 custom oligos per day to
more than 82,000 customers worldwide. IDT manufacturing locations include facilities in Coralville, Iowa; San Diego, California;
Leuven, Belgium; and Singapore.
Forward-Looking Statements
Certain statements in this press release constitute
“forward-looking statements” of Transgenomic within the meaning of the Private Securities Litigation Reform Act of
1995, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different
from any future results, performance or achievements expressed or implied by such statements. The known risks, uncertainties
and other factors affecting these forward-looking statements are described from time to time in Transgenomic's filings with
the Securities and Exchange Commission. Any change in such factors, risks and uncertainties may cause the actual results, events
and performance to differ materially from those referred to in such statements. Accordingly, the Company claims the protection
of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect
to all statements contained in this press release. All information in this press release is as of the date of the release and Transgenomic
does not undertake any duty to update this information, including any forward-looking statements, unless required by law.
Contacts:
Media Contact:
BLL Partners LLC
Barbara Lindheim, 212-584-2276 blindheim@bllbiopartners.com
Investor Contact:
Argot Partners
Susan Kim, 212-600-1902 susan@argotpartners.com
Company Contact:
Mark Colonnese
Executive Vice President and Chief Financial Officer
203-907-2242 investorrelations@transgenomic.com
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