Transgenomic, Inc. (NASDAQ:TBIO) Files An 8-K Material Modification to Rights of Security Holders

Item 3.03.

At a special meeting of stockholders of Transgenomic, Inc. (the
Company) held on October 31, 2016 (the Special Meeting), the
stockholders of the Company approved the authorization of the
Board of Directors of the Company (the Board) to, in its
discretion, amend the Companys Third Amended and Restated
Certificate of Incorporation (the Certificate of Incorporation)
to effect a reverse split of the Companys common stock, par value
$0.01 (the Common Stock), at a ratio of between one-for-ten to
one-for-thirty, with such ratio to be determined by the Board. On
May 24, 2017, the Board determined to set the reverse stock split
ratio at one-for-thirty (the Reverse Stock Split), with a planned
effective date of 5:00 p.m., New York City time, on June 5, 2017
(the Effective Time).

At the Effective Time, every 30 shares of Common Stock issued and
outstanding will be automatically combined into one share of
issued and outstanding Common Stock, without any change in the
par value per share. No fractional shares will be issued as a
result of the Reverse Stock Split. Stockholders who otherwise
would be entitled to receive a fractional share in connection
with the Reverse Stock Split will receive a cash payment in lieu
thereof.

After giving effect to the Reverse Stock Split at the Effective
Time, the Common Stock and outstanding preferred stock, $0.01 par
value per share (the Preferred Stock), will have the same
proportional voting rights and rights to dividends and
distributions and will be identical in all other respects to the
rights of the Common Stock and Preferred Stock as of immediately
prior to the Effective Time (with the conversion rate of the
outstanding Series A Convertible Preferred Stock being
proportionately reduced), except for immaterial changes and
adjustments resulting from the treatment of fractional shares.

Wells Fargo Bank, N.A. will act as exchange agent for the Reverse
Stock Split and will send instructions to stockholders of record
who hold stock certificates regarding the exchange of
certificates for Common Stock. 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 Stock Split.

In addition, appropriate adjustments will be made to outstanding
warrants and to the terms of the Companys 2006 Equity Incentive
Plan and the 2017 Stock Option and Incentive Plan, appropriate
adjustments will be made to outstanding awards under such plans,
in each case to preserve the rights of the holders of such
warrants and awards following the Reverse Stock Split.

Certain statements in this Current Report on Form 8-K constitute
forward-looking statements of the Company, 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. 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.

On May 25, 2017, Transgenomic issued a press release announcing
the Boards approval of the reverse stock split ratio. The press
release is furnished as Exhibit 99.1.

The information disclosed in Item 3.03 of this Current Report on
Form 8-K is incorporated herein by reference.

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 down -0.030 at 0.260 with 30,397 shares trading hands.