UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under Rule 14a-12
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Transgenomic,
Inc.
(Name of Registrant as Specified in Its
Charter)
Payment of Filing Fee (Check the appropriate
box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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paid previously with preliminary materials:
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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EXPLANATORY NOTE
The purpose of this Schedule 14A is to file a press release
issued by Transgenomic, Inc. on May 25, 2017.
Transgenomic Board Confirms Date and
Location of Special Meeting of Stockholders and Announces Reverse Stock Split Ratio
OMAHA, Neb.
(May 25,
2017) -- Transgenomic, Inc. (OTCQB: TBIO)
, today announced that its Board of Directors confirms its special meeting of
stockholders will be held on June 5, 2017 at Troutman Sanders LLP’s offices located at 1001 Haxall Point, Richmond,
Virginia 23219. The purpose of this meeting is to vote on the proposed merger with Precipio Diagnostics and certain other
matters. All stockholders of record as of April 12, 2017 are eligible to vote at this meeting, or prior to the meeting by
mail or by electronic submission of their vote.
A Proxy Statement and all materials related
to the transaction have been mailed to stockholders, and the Board of Directors recommends a vote in favor of all proposals. If
you owned stock of Transgenomic on April 12, 2017, but have not received proxy materials, please contact Innisfree M&A Incorporated
at (888) 750-5834 immediately to have them sent.
“This reverse split is a necessary
step that will satisfy one of the key requirements for the stock to be relisted on NASDAQ” said Ilan Danieli, CEO of Precipio.
“The Board will be joined by new experienced directors who, alongside an experienced management team assembled from both
companies, will embark on a new vision that has been derived from the combination of both companies, which we will be sharing publicly
immediately post-merger.”
In conjunction with the proposed merger,
and as part of the Company’s plan to re-list its common shares on NASDAQ, Transgenomic’s Board of Directors has approved
a 1-for-30 reverse split of its issued and outstanding shares of common stock. The planned effective date of the reverse split
is 5:00 p.m. EDT on June 5, 2017. After the reverse split, the number of shares outstanding will be reduced from
approximately 26.8 million shares to approximately 0.9 million shares. The number of outstanding shares of common stock after the
reverse split does not take into account the shares of Company common stock and preferred stock to be issued in connection with
the merger with Precipio Diagnostics, and the related transactions, including the conversion of certain secured indebtedness of
the Company and a proposed private placement of preferred stock by the Company to certain investors. The merger and the transactions
relating to the merger are expected to close in June 2017.
Stockholders who hold their shares in brokerage
accounts or “street name” are not required to take any action to effect the exchange of their shares following the
reverse split. Holders of share certificates will receive instructions from the Company’s transfer agent, Wells Fargo Bank
Minnesota, N.A., regarding the process for exchanging their shares. Wells Fargo Bank Minnesota, N.A. can be reached at (800) 468-9716.
Additional Information for Transgenomic
Common Stockholders
In connection with the proposed merger,
Transgenomic has filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement relating to
the approval of the merger agreement. The definitive proxy statement and this press release are not offers to sell Transgenomic
securities and are not soliciting an offer to buy Transgenomic securities in any state where the offer and sale is not permitted.
The definitive proxy statement was mailed
to stockholders of Transgenomic on May 15, 2017. TRANSGENOMIC URGES INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement and other documents
filed with the SEC by Transgenomic through the web site maintained by the SEC at www.sec.gov. Free copies of the definitive proxy
statement and other documents filed with the SEC can also be obtained on Transgenomic’s website at www.transgenomic.com/ir/investor-information.
Transgenomic, Precipio Diagnostics, LLC
and each of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of Transgenomic in connection with the merger. Information about the directors and executive officers of Transgenomic is set forth
in Transgenomic’s proxy statement filed with the SEC on April 29, 2016 in connection with its annual meeting, and in Transgenomic’s
definitive proxy statement filed with the SEC on May 12, 2017 in connection with the proposed merger. Additional information regarding
the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the
definitive proxy statement regarding the proposed transaction.
Forward-Looking Statements
Certain statements in this press release
constitute “forward-looking statements” of Transgenomic, 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. Forward-looking statements include, but are not limited to, those with respect to management's current
views and estimates of future economic circumstances, industry conditions, company performance and financial results, including
the ability of Transgenomic to grow its involvement in the diagnostic products and services markets, expectations regarding new
clients, projects and prospects, and MX-ICP’s ability to accelerate Transgenomic’s growth and generate revenue. The
known risks, uncertainties and other factors affecting these forward-looking statements are described from time to time in Transgenomic's
filings with the SEC. 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. 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.
About Transgenomic, Inc.
Transgenomic, Inc. is a global biotechnology
company advancing personalized medicine in oncology and inherited diseases through advanced diagnostic technologies, such as its
revolutionary ICE COLD-PCR, which enables use of liquid biopsies for mutation detection. The company also provides specialized
clinical and research services to biopharmaceutical companies developing targeted therapies. Transgenomic’s diagnostic technologies
are designed to improve medical diagnoses and patient outcomes.
About Precipio Diagnostics
Precipio
Diagnostics has built a platform to harness the intellect, expertise and technology developed within academia, delivering quality
diagnostic information to physicians and patients worldwide. Through its collaborations with world-class academic institutions
specializing in cancer research, diagnostics and treatment, and its experience delivering quality service, Precipio Diagnostics
offers a new standard of diagnostic accuracy enabling the highest level of patient care. For more information, visit www.precipiodx.com.
Contacts:
Investors:
Transgenomic Investor Relations
investor.relations@transgenomic.com
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