Transgenomic, Inc. (NASDAQ:TBIO) Files An 8-K Entry into a Material Definitive Agreement

Transgenomic, Inc. (NASDAQ:TBIO) Files An 8-K Entry into a Material Definitive Agreement

Story continues below

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed on January 6, 2017, Transgenomic, Inc.
(the Company) previously entered into a series of Unsecured
Convertible Promissory Notes with seven accredited investors (the
Investors) in the principal amount of $925,000 (the Notes). to
the terms of the Notes, interest accrues at a rate of 6% per year
and is due and payable by the Company on December 31, 2016 (the
Maturity Date). The Company also issued, to its placement agent
for the Notes, a convertible promissory note, upon the same terms
and conditions as the Notes, in an aggregate principal amount
equal to 5% of the proceeds received by the Company, or $46,250
(the Agent Note). The Notes are convertible into shares of the
Companys common stock at the option of the Investors and as of
December 31, 2016, $400,000 of the aggregate principal amount of
the Notes, and accrued interest thereon, has been converted into
an aggregate of 281,023 shares of the Companys common stock. On
the Maturity Date, the then outstanding aggregate amount owed on
the Notes and Agent Note of $638,016 ($571,250 in principal
amount and $66,766 of accrued interest) became due. to the terms
of the Notes, the Companys failure to pay any principal or
interest within 10 days of the date such payment is due will
constitute an event of default (the Original Prospective Event of
Default). On January 10, 2017, the Investors executed a waiver of
the Original Prospective Event of Default, to which, the
Investors agreed to waive the Original Prospective Event of
Default on the condition that the Company and the Investors enter
into definitive documentation evidencing the terms for an
extended Maturity Date of the Notes and the Agent Note on or
before January 16, 2017 (the Waiver Deadline).

As previously disclosed on January 17, 2017, on January 13, 2017,
all but one Investor exercised their conversion rights relating
to their respective Notes, including the Agent Note, and agreed
to convert an aggregate amount of $499,359 of principal and
interest due under the Notes and Agent Note into 416,133 shares
of the Companys common stock. The Waiver Deadline has been
extended with respect to the remaining Investor who has not
exercised conversion rights (the Non-Converting Investor) so that
the parties can continue to discuss a resolution of the Original
Prospective Event of Default relating to such Non-Converting
Investors Note with an outstanding amount due of $139,876 as of
January 13, 2017 ($125,000 in principal amount and $14,876 of
accrued interest).

As previously disclosed on January 20, 2017, on January 17, 2017,
the Non-Converting Investor agreed to extend the Maturity Date of
its Note to an amendment to the Note (the Amendment). The
Amendment provides that two-thirds of the outstanding principal
amount of the Note must be paid upon the earlier to occur of the
close of the Companys merger with Precipio Diagnostics, LLC or
June 16, 2017 (such applicable date, the Original Deferred
Maturity Date). The remaining one-third of the principal amount
outstanding on the Note must be paid on the six month anniversary
of the Original Deferred Maturity Date (the Original Extended
Maturity Date).

On the applicable Original Deferred Maturity Date, all accrued
and unpaid interest on the Note as of the Original Deferred
Maturity Date will be converted into shares of the Companys
common stock at a conversion price based on the average closing
price of Company common stock on The NASDAQ Stock Market LLC
(NASDAQ) for the 20 consecutive trading days immediately
preceding the date of conversion, but in no event will the
conversion price be less than $0.25 per share. Interest that
accrues on the remaining principal amount of the Note from the
Original Deferred Maturity Date will be payable on the Original
Extended Maturity Date, unless the Note is converted in which
case such interest will be payable in shares of the Companys
common stock as part of the conversion.

In exchange for extending the Original Maturity Date of the Note,
the Company agreed to issue to the Non-Converting Investor on the
applicable Original Deferred Maturity Date a warrant to purchase
shares of the Companys common stock having an aggregate value of
$6,250 with an exercise price to be determined as of the date of
issuance of the warrant based on the average closing price of
Company common stock on NASDAQ for the 20 consecutive trading
days immediately preceding the date of issuance of the warrant,
subject to the approval of NASDAQ if necessary. The warrant will
expire two years from the date of issuance.

On the Original Deferred Maturity Date, the then outstanding
aggregate amount owed on the Notes of $143,041.10
($125,000 in principal amount and $18,041.10 of
accrued interest) became due. to the terms of the Notes, the
Companys failure to pay any principal or interest within 10 days
of the date such payment is due will constitute an event of
default (the Prospective Event of Default). On June 21, 2017, the
Non-Converting Investor agreed to waive the Prospective Event of
Default and agreed to further extend the Maturity Date of its
Note to a side letter to the Note (the Side Letter). The Side
Letter provides that two-thirds of the outstanding principal
amount of the Note must be paid upon the earlier to occur of (1)
the closing of a public offering by the Company of either common
stock, convertible preferred stock or convertible preferred notes
or (2) August 16, 2017 (such applicable date, the Deferred
Maturity Date). The remaining one-third of the principal amount
outstanding on the Note must be paid on the six month anniversary
of the Deferred Maturity Date (the Extended Maturity Date). All
accrued and unpaid interest on the outstanding principal amount
of the Note will be due and immediately payable on the Extended
Maturity Date, unless the Note is converted in which case such
interest will be payable in shares of the Companys common stock
as part of the conversion.

The foregoing description is qualified by reference to the full
text of the June 21, 2017 Side Letter, which is filed as Exhibit
10.1 to this Form 8-K.

Item 2.04. Triggering Events that Accelerate or Increase a
Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.

The information in Item 1.01 of this Current Report is
incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information in Item 1.01 of this Current Report is
incorporated herein by reference.

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 Companys filings with the SEC, including
in the Companys Annual Report on Form 10-K for the year ended
December 31, 2016, filed with the SEC on April 13, 2017, and its
Quarterly Report on Form 10-Q for the quarter ended March 31,
2017, filed with the SEC on May 18, 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:
10.1 Side Letter to extend Maturity Date of Unsecured Convertible
Promissory Note by and among Transgenomic, Inc. and MAZ
Partners LP, dated as of June 21, 2017.



TRANSGENOMIC INC Exhibit
EX-10.1 2 v469847_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1     June 21,…
To view the full exhibit click here
About Transgenomic, Inc. (NASDAQ:TBIO)

Transgenomic, Inc. is a biotechnology company. The Company is engaged in advancing personalized medicine for the detection and treatment of cancer, and inherited diseases through its molecular technologies and clinical and research services. The Company operates through its Laboratory Services segment. The Company is engaged in the provision of its Multiplexed ICE COLD-PCR (MX-ICP) product to the clinical market, enabling the use of blood and other bodily fluids for diagnosis, monitoring and treatment of cancer. MX-ICP amplifies the ability to detect genetic mutations by approximately 100 to 400 fold. MX-ICP is validated internally on sequencing platforms, including Sanger, Next Gen Sequencing and Digital polymerase chain reaction (PCR). Its laboratory in Omaha, Nebraska is focused on providing genetic analytical services related to oncology and pharmacogenomics research services supporting Phase II and Phase III clinical trials conducted by pharmaceutical and biotechnology companies.

An ad to help with our costs