Item 5.07
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Submission of Matters to a Vote of Security Holders.
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As previously reported on October 13, 2016,
Transgenomic, Inc. (the “Company”), New Haven Labs Inc., a wholly-owned subsidiary of the Company, and Precipio Diagnostics,
LLC (“Precipio”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which
Precipio will become a wholly-owned subsidiary of the Company (the “Merger”), on the terms and subject to the conditions
set forth in the Merger Agreement. Following the Merger, Transgenomic will change its name to Precipio, Inc.
At the 2017 Special Meeting of Stockholders
(the “Special Meeting”) of the Company held on June 5, 2017, the Company’s stockholders voted on seven proposals:
(1) the issuance of shares of the Company’s common stock and the Company’s new preferred stock pursuant to the Merger,
including shares of the Company’s common stock to be issued upon conversion of the Company’s preferred stock to be
issued in the Merger and the resulting “change of control” of the Company (“Proposal One”); (2) the issuance
of shares of the Company’s common stock and the Company’s new preferred stock to holders of certain secured indebtedness
of the Company, whereby such holders will receive in exchange for such indebtedness shares of the Company’s common stock
and the Company’s new preferred stock, including shares of the Company’s common stock to be issued upon conversion
of the Company’s new preferred stock (“Proposal Two”); (3) the issuance of shares of the Company’s new
preferred stock pursuant to a private placement, including shares of the Company’s common stock to be issued upon conversion
of the Company’s new preferred stock to be issued in the private placement (“Proposal Three”); (4) the issuance
of shares of the Company’s common stock to be issued upon the exercise or exchange of certain warrants issued by the Company
in 2016 (“Proposal Four”); (5) the approval of the 2017 Stock Option and Incentive Plan (“Proposal Five”);
(6) the approval of, on a non-binding, advisory basis, payment by the Company of certain compensation to the Company’s named
executive officers that is based on or otherwise relates to the Merger (“Proposal Six”); and (7) the adjournment of
the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of
the special meeting to approve the other proposals (“Proposal Seven”, and collectively, the “Proposals”).
The Proposals were described in detail
in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 12, 2017, as supplemented
on May 25, 2017.
As of the close of business on
April 12, 2017, the record date for the Special Meeting, there were a total of 26,863,062 issued and outstanding shares of
Common Stock and 214,705 issued and outstanding shares of Series A-1 Preferred Stock. Each share of common stock was
entitled to one vote on each matter voted on at the Special Meeting. The holders of Series A-1 Preferred Stock were
entitled to 0.93 votes for every one share of Series A-1 Preferred Stock held on each matter voted on at the Special
Meeting. Accordingly, the owners of the Series A-1 Preferred Stock had an aggregate of 199,675 votes with respect to the
matters voted on at the Special Meeting. The holders of Series A-1 Preferred Stock voted together as a single class with
the holders of common stock on each of the Proposals.
The affirmative vote of a majority of the
shares of Common Stock and Series A-1 Preferred Stock outstanding and entitled to vote on the matter, voting together as a single
class (with each one share of Series A-1 Preferred Stock being entitled to 0.93 votes), is required to approve each of the Proposals.
At the Special Meeting, 14,150,587 shares of Common Stock, including all shares of Series A-1 Preferred Stock entitled to vote,
were represented in person or by proxy and, therefore, a quorum was present.
The final results for the votes regarding
the Proposals are set forth below.
Proposal One: The Company’s stockholders
approved the proposal to issue 160,585,422 shares of common stock, par value $0.01 per share, as well as 24,087,813 shares of senior
convertible preferred stock to be issued, pursuant to the Merger Agreement, dated as of October 12, 2016 and amended as of February
2, 2017, by and among the Company, New Haven Labs Inc., which is a wholly owned subsidiary of the Company, and Precipio Diagnostics,
LLC (“Precipio”), and the issuance of 24,087,813 shares of common stock issuable upon conversion of such senior convertible
preferred stock and the resulting “change of control” of the Company. The results of the vote were as follows:
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Votes For
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Votes Against
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Abstentions
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Common Stock
(1)
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13,190,195
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557,803
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402,589
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Total Votes
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13,190,195
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557,803
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402,589
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(1)
The holders of all 214,705
shares of Series A-1 Preferred Stock outstanding as of the record date voted in favor of this proposal. The holders of Series A-1
Preferred Stock were entitled to 0.93 votes for every one share of Series A-1 Preferred Stock, for an aggregate of 199,675 votes.
Proposal Two: The Company’s stockholders
approved the proposal to issue 24,087,813 shares of senior convertible preferred stock and approximately 10.4 million shares of
common stock to holders of certain secured indebtedness of the Company in exchange for such indebtedness and the issuance of 24,087,813
shares of common stock issuable upon conversion of such senior convertible preferred stock. The results of the vote were as follows:
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Votes For
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Votes Against
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Abstentions
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Common Stock
(1)
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13,147,750
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585,345
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417,492
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Total Votes
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13,147,750
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585,345
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417,492
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(1)
The holders of all 214,705
shares of Series A-1 Preferred Stock outstanding as of the record date voted in favor of this proposal. The holders of Series A-1
Preferred Stock were entitled to 0.93 votes for every one share of Series A-1 Preferred Stock, for an aggregate of 199,675 votes.
Proposal Three: The Company’s stockholders
approved the proposal to issue 56,204,898 shares of senior convertible preferred stock to be issued to investors in a related private
placement and the issuance of 56,204,898 shares of common stock issuable upon conversion of such senior convertible preferred stock.
The results of the vote were as follows:
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Votes For
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Votes Against
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Abstentions
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Common Stock
(1)
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13,203,013
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537,071
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410,503
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Total Votes
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13,203,013
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537,071
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410,503
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(1)
The holders of all 214,705
shares of Series A-1 Preferred Stock outstanding as of the record date voted in favor of this proposal. The holders of Series A-1
Preferred Stock were entitled to 0.93 votes for every one share of Series A-1 Preferred Stock, for an aggregate of 199,675 votes.
Proposal Four: The Company’s stockholders
approved the proposal to issue 2,999,836 shares of the Company’s common stock upon exercise or exchange of certain outstanding
warrants. The results of the vote were as follows:
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Votes For
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Votes Against
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Abstentions
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Common Stock
(1)
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13,198,913
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539,347
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412,327
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Total Votes
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13,198,913
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539,347
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412,327
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(1)
The holders of all 214,705
shares of Series A-1 Preferred Stock outstanding as of the record date voted in favor of this proposal. The holders of Series A-1
Preferred Stock were entitled to 0.93 votes for every one share of Series A-1 Preferred Stock, for an aggregate of 199,675 votes.
Proposal Five: The Company’s stockholders
approved the Transgenomic, Inc. 2017 Stock Option and Incentive Plan. The results of the vote were as follows:
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Votes For
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Votes Against
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Abstentions
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Common Stock
(1)
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13,099,781
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637,893
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412,913
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Total Votes
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13,099,781
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637,893
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412,913
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(1)
The holders of all 214,705
shares of Series A-1 Preferred Stock outstanding as of the record date voted in favor of this proposal. The holders of Series A-1
Preferred Stock were entitled to 0.93 votes for every one share of Series A-1 Preferred Stock, for an aggregate of 199,675 votes.
Proposal Six: The Company’s stockholders
approved, on a non-binding, advisory basis, payment by the Company of certain compensation to the Company’s named executive
officers that is based on or otherwise relates to the Merger. The results of the vote were as follows:
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Votes For
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Votes Against
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Abstentions
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Common Stock
(1)
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12,887,352
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857,829
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405,406
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Total Votes
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12,887,352
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857,829
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405,406
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(1)
The holders of all 214,705
shares of Series A-1 Preferred Stock outstanding as of the record date voted in favor of this proposal. The holders of Series A-1
Preferred Stock were entitled to 0.93 votes for every one share of Series A-1 Preferred Stock, for an aggregate of 199,675 votes.
Proposal Seven: The Company’s stockholders
approved the proposal to adjourn the special meeting of the Company’s stockholders, if necessary, to solicit additional proxies
in the event that there are not sufficient votes at the time of the special meeting of the Company’s stockholders to approve
the other proposals. The results of the vote were as follows:
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Votes For
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Votes Against
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Abstentions
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Common Stock
(1)
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13,586,309
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492,453
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71,825
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Total Votes
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13,586,309
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492,453
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71,825
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(1)
The holders of all 214,705
shares of Series A-1 Preferred Stock outstanding as of the record date voted in favor of this proposal. The holders of Series A-1
Preferred Stock were entitled to 0.93 votes for every one share of Series A-1 Preferred Stock, for an aggregate of 199,675 votes.
No other items were presented for approval by the Company’s
stockholders at the Special Meeting.
The approval of the Proposals by the stockholders
provides the board of directors with the authority to carry out the transactions contemplated by the Proposals (the “Transactions”),
but the board of directors is not obligated to do so. Notwithstanding approval of the Proposals by the stockholders, the board
of directors may, in its sole discretion, abandon any or all of the Proposals and determine, prior to the effectiveness of any
filing with the Secretary of State of the State of Delaware, not to effect the Transactions.