Transgenomic, Inc. (NASDAQ:TBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
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) 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 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 Transgenomics 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
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 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 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. 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.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index immediately following the page hereto,
which is incorporated herein by reference.
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. Transgenomic, Inc. (NASDAQ:TBIO) Recent Trading Information
Transgenomic, Inc. (NASDAQ:TBIO) closed its last trading session 00.000 at 0.520 with 137,367 shares trading hands.
