Current Report Filing (8-k)
April 17 2017 - 9:08AM
Edgar (US Regulatory)
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):
April 13, 2017
Transgenomic, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-36439
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91-1789357
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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12323 Emmet Street, Omaha, NE 68164
(Address of Principal Executive Offices)
(Zip Code)
(402) 452-5400
(Registrant’s telephone number, including
area code)
N/A
(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 (see General Instruction
A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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As previously reported on October 13, 2016,
Transgenomic, Inc. (“Transgenomic”), New Haven Labs Inc., a wholly-owned subsidiary of Transgenomic, 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 Transgenomic (the “Merger”), on the terms and subject to the conditions
set forth in the Merger Agreement.
On April 13,
2017, Transgenomic completed the sale of an aggregate of $1.15 million of promissory notes (the “Bridge Notes”) in
a bridge financing pursuant to a securities purchase agreement (the “Purchase Agreement”). Transgenomic may
receive additional investments of up to $100,000 in connection with the bridge financing. The financing is intended to help
facilitate the completion of Transgenomic’s merger with Precipio, which is expected to close during the second quarter
of 2017. Transgenomic received net proceeds of $1,031,000 from the sale of the Bridge Notes.
The Bridge Notes have an annual interest rate
of 4% and a 90-day maturity. Transgenomic may repay the Bridge Notes at any time in cash upon payment of a 20% premium. In connection
with the issuance of the Bridge Notes, Transgenomic issued warrants (the “Bridge Warrants”) to acquire 1.15 million
shares of Transgenomic common stock at an exercise price of $0.50 per share, subject to anti-dilution protection. The Purchase
Agreement provides certain piggyback registration rights for the holders of the Bridge Warrants for a period of six months after
the closing of the bridge financing.
As part of the bridge
financing, Transgenomic agreed to loan 50% of the net proceeds from the sale of the Bridge Notes to Precipio pursuant to a
promissory note (the “Precipio Note”) with an original principal amount of up to $561,500 upon substantially the
same terms and conditions as the Bridge Notes. The payment of the Precipio Note is subordinated to the payment by Precipio of
its secured $500,000 bank debt pursuant to a subordination agreement (the “Subordination Agreement”).
Aegis Capital Corp. acted as placement agent
for the bridge financing and received a placement agent fee of $84,000 and warrants (the “Aegis Warrants”) to acquire
168,000 shares of Transgenomic common stock at an exercise price of $0.50 per share. The Aegis Warrants are identical to the Bridge
Warrants except that the Aegis Warrants do not have anti-dilution protection.
The foregoing description of the Securities
Purchase Agreement, the Bridge Notes, the Bridge Warrants, the Precipio Note and the Subordination Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of such documents which are filed as Exhibits 10.1,
10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
On April 17, 2017, Transgenomic issued a press
release announcing the completion of the bridge financing. The press release is furnished as Exhibit 99.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity
Securities
The information disclosed
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The issuance of the
Bridge Notes, the Bridge Warrants, the Aegis Warrants, and the subsequent issuance of Transgenomic common stock upon exercise of
the Bridge Warrants or Aegis Warrants thereafter, is exempt from registration under the Securities Act of 1933, as amended, in
reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.
Certain statements in this Current Report on
Form 8-K constitute “forward-looking statements” of the Company 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 the Company’s
filings with the SEC, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with
the SEC on April 13, 2017. 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 Current Report on Form 8-K. All information in this Current Report on Form 8-K is as of the date of this report
and the Company does not undertake any duty to update this information, including any forward-looking statements, unless required
by law.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
See the Exhibit Index
immediately following the signature page hereto, which is incorporated herein by reference.
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.
Date: April 17, 2017
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Transgenomic, Inc.
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By:
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/s/ Paul Kinnon
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Paul Kinnon
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number
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Description
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10.1
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Securities Purchase Agreement, dated as of April 13, 2017, between Transgenomic, Inc. and
the investors parties thereto.
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10.2
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Form of Bridge Notes.
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10.3
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Form of Bridge Warrant.
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10.4
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Precipio Note.
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10.5
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Subordination Agreement.
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99.1
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Press Release dated April 17, 2017.
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