Transgenomic, Inc. (NASDAQ:TBIO) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On February 17, 2017, Transgenomic, Inc. (the Company) received a
notification letter from the staff of the Nasdaq Stock Market
LLC. On February 21, 2017, the Company issued a press release
reporting a change in the Companys listing status. The full text
of this press release and the Nasdaq letter are attached hereto
as Exhibits 99.1 and 99.2, respectively, and incorporated herein
by reference.
In connection with the proposed merger, the Company has filed
with the SEC a preliminary proxy statement relating to the
approval of the merger agreement. The information in the
preliminary proxy statement is not complete and may be changed.
The preliminary proxy statement and this Current Report on Form
8-K are not offers to sell Company securities and are not
soliciting an offer to buy Company securities in any state where
the offer and sale is not permitted.
The definitive proxy statement will be mailed to stockholders of
the Company. THE COMPANY URGES INVESTORS AND SECURITY HOLDERS TO
READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain free copies of the definitive proxy statement
(when available) and other documents filed with the SEC by the
Company through the web site maintained by the SEC at
www.sec.gov. Free copies of the definitive proxy statement (when
available) and other documents filed with the SEC can also be
obtained on the Companys website at
www.transgenomic.com/ir/investor-information.
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the merger.
Information about the directors and executive officers of the
Company is set forth in the Companys proxy statement filed with
the SEC on April 29, 2016. Additional information regarding the
interests of these participants and other persons who may be
deemed participants in the merger may be obtained by reading the
definitive proxy statement regarding the proposed transaction
when it becomes available.
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, 2015, filed with the SEC on April 14, 2016, and its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2016, filed with the SEC on November 14, 2016. 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 8.01 | Other Events. |
The information disclose in Item 3.01 of this Current Report on
Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 99.1 | Press release of Transgenomic, Inc., dated February 21, 2017. |
| 99.2 |
Letter from Nasdaq to Transgenomic, Inc., dated February 17, 2017. |
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 -0.010 at 0.670 with 762,314 shares trading hands.
