Transgenomic, Inc. (NASDAQ:TBIO) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

7 years ago

Transgenomic, Inc. (NASDAQ:TBIO) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07

Submission of Matters to a Vote of Security
Holders.

As previously reported on October 13, 2016, Transgenomic, Inc.
(the Company), New Haven Labs Inc., a wholly-owned subsidiary of
the Company, 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 the
Company (the Merger), on the terms and subject to the conditions
set forth in the Merger Agreement. Following the Merger,
Transgenomic will change its name to Precipio, Inc.

At the 2017 Special Meeting of Stockholders (the Special Meeting)
of the Company held on June 5, 2017, the Companys stockholders
voted on seven proposals: (1) the issuance of shares of the
Companys common stock and the Companys new preferred stock to the
Merger, including shares of the Companys common stock to be
issued upon conversion of the Companys preferred stock to be
issued in the Merger and the resulting change of control of the
Company (Proposal One); (2) the issuance of shares of the
Companys common stock and the Companys new preferred stock to
holders of certain secured indebtedness of the Company, whereby
such holders will receive in exchange for such indebtedness
shares of the Companys common stock and the Companys new
preferred stock, including shares of the Companys common stock to
be issued upon conversion of the Companys new preferred stock
(Proposal Two); (3) the issuance of shares of the Companys new
preferred stock to a private placement, including shares of the
Companys common stock to be issued upon conversion of the
Companys new preferred stock to be issued in the private
placement (Proposal Three); (4) the issuance of shares of the
Companys common stock to be issued upon the exercise or exchange
of certain warrants issued by the Company in 2016 (Proposal
Four); (5) the approval of the 2017 Stock Option and Incentive
Plan (Proposal Five); (6) the approval of, on a non-binding,
advisory basis, payment by the Company of certain compensation to
the Companys named executive officers that is based on or
otherwise relates to the Merger (Proposal Six); and (7) the
adjournment of the Special Meeting, if necessary, to solicit
additional proxies in the event that there are not sufficient
votes at the time of the special meeting to approve the other
proposals (Proposal Seven, and collectively, the Proposals).

The Proposals were described in detail in the Companys definitive
proxy statement filed with the Securities and Exchange Commission
on May 12, 2017, as supplemented on May 25, 2017.

As of the close of business on April 12, 2017, the record date
for the Special Meeting, there were a total of 26,863,062 issued
and outstanding shares of Common Stock and 214,705 issued and
outstanding shares of Series A-1 Preferred Stock. Each share of
common stock was entitled to one vote on each matter voted on at
the Special Meeting. The holders of Series A-1 Preferred Stock
were entitled to 0.93 votes for every one share of Series A-1
Preferred Stock held on each matter voted on at the Special
Meeting. Accordingly, the owners of the Series A-1 Preferred
Stock had an aggregate of 199,675 votes with respect to the
matters voted on at the Special Meeting. The holders of Series
A-1 Preferred Stock voted together as a single class with the
holders of common stock on each of the Proposals.

The affirmative vote of a majority of the shares of Common Stock
and Series A-1 Preferred Stock outstanding and entitled to vote
on the matter, voting together as a single class (with each one
share of Series A-1 Preferred Stock being entitled to 0.93
votes), is required to approve each of the Proposals. At the
Special Meeting, 14,150,587 shares of Common Stock, including all
shares of Series A-1 Preferred Stock entitled to vote, were
represented in person or by proxy and, therefore, a quorum was
present.

The final results for the votes regarding the Proposals are set
forth below.

Proposal One: The Companys stockholders approved the proposal to
issue 160,585,422 shares of common stock, par value $0.01 per
share, as well as 24,087,813 shares of senior convertible
preferred stock to be issued, to the Merger Agreement, dated as
of October 12, 2016 and amended as of February 2, 2017, by and
among the Company, New Haven Labs Inc., which is a wholly owned
subsidiary of the Company, and Precipio Diagnostics, LLC
(Precipio), and the issuance of 24,087,813 shares of common stock
issuable upon conversion of such senior convertible preferred
stock and the resulting change of control of the Company. The
results of the vote were as follows:

	Votes For	Votes Against	Abstentions
Common Stock ⁽¹⁾	13,190,195	557,803	402,589
Total Votes	13,190,195	557,803	402,589

⁽¹⁾ The holders of all 214,705 shares of Series A-1
Preferred Stock outstanding as of the record date voted in favor
of this proposal. The holders of Series A-1 Preferred Stock were
entitled to 0.93 votes for every one share of Series A-1
Preferred Stock, for an aggregate of 199,675 votes.

Proposal Two: The Companys stockholders approved the proposal to
issue 24,087,813 shares of senior convertible preferred stock and
approximately 10.4 million shares of common stock to holders of
certain secured indebtedness of the Company in exchange for such
indebtedness and the issuance of 24,087,813 shares of common
stock issuable upon conversion of such senior convertible
preferred stock. The results of the vote were as follows:

	Votes For	Votes Against	Abstentions
Common Stock ⁽¹⁾	13,147,750	585,345	417,492
Total Votes	13,147,750	585,345	417,492

Proposal Three: The Companys stockholders approved the proposal
to issue 56,204,898 shares of senior convertible preferred stock
to be issued to investors in a related private placement and the
issuance of 56,204,898 shares of common stock issuable upon
conversion of such senior convertible preferred stock. The
results of the vote were as follows:

	Votes For	Votes Against	Abstentions
Common Stock ⁽¹⁾	13,203,013	537,071	410,503
Total Votes	13,203,013	537,071	410,503

Proposal Four: The Companys stockholders approved the proposal to
issue 2,999,836 shares of the Companys common stock upon exercise
or exchange of certain outstanding warrants. The results of the
vote were as follows:

	Votes For	Votes Against	Abstentions
Common Stock ⁽¹⁾	13,198,913	539,347	412,327
Total Votes	13,198,913	539,347	412,327

Proposal Five: The Companys stockholders approved the
Transgenomic, Inc. 2017 Stock Option and Incentive Plan. The
results of the vote were as follows:

	Votes For	Votes Against	Abstentions
Common Stock ⁽¹⁾	13,099,781	637,893	412,913
Total Votes	13,099,781	637,893	412,913

Proposal Six: The Companys stockholders approved, on a
non-binding, advisory basis, payment by the Company of certain
compensation to the Companys named executive officers that is
based on or otherwise relates to the Merger. The results of the
vote were as follows:

	Votes For	Votes Against	Abstentions
Common Stock ⁽¹⁾	12,887,352	857,829	405,406
Total Votes	12,887,352	857,829	405,406

Proposal Seven: The Companys stockholders approved the proposal
to adjourn the special meeting of the Companys stockholders, if
necessary, to solicit additional proxies in the event that there
are not sufficient votes at the time of the special meeting of
the Companys stockholders to approve the other proposals. The
results of the vote were as follows:

	Votes For	Votes Against	Abstentions
Common Stock ⁽¹⁾	13,586,309	492,453	71,825
Total Votes	13,586,309	492,453	71,825

No other items were presented for approval by the Companys
stockholders at the Special Meeting.

The approval of the Proposals by the stockholders provides the
board of directors with the authority to carry out the
transactions contemplated by the Proposals (the Transactions),
but the board of directors is not obligated to do so.
Notwithstanding approval of the Proposals by the stockholders,
the board of directors may, in its sole discretion, abandon any
or all of the Proposals and determine, prior to the effectiveness
of any filing with the Secretary of State of the State of
Delaware, not to effect the Transactions.

Item 8.01. Other Events

On June 6, 2017, the Company issued the press release attached
hereto as Exhibit 99.1 regarding the Special Meeting, which is
incorporated herein by reference.

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.