Attached files
| file | filename |
|---|---|
| EX-99.1 - WaferGen Bio-systems, Inc. | v205599_ex99-1.htm |
| EX-10.3 - WaferGen Bio-systems, Inc. | v205599_ex10-3.htm |
| EX-10.2 - WaferGen Bio-systems, Inc. | v205599_ex10-2.htm |
| EX-10.1 - WaferGen Bio-systems, Inc. | v205599_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): December 14, 2010
WaferGen
Bio-systems, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-136424
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90-0416683
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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7400
Paseo Padre Parkway
Fremont,
CA 94555
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94555
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (510)
651-4450
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
December 14, 2010, WaferGen Bio-systems, Inc. (the “Company”) and the
Company’s subsidiary, WaferGen Bio-systems (M) Sdn. Bhd. (the “Malaysian
Subsidiary”), entered into a subscription agreement with Malaysian Technology
Development Corporation Sdn. Bhd. (the “Investor”) pursuant to which the
Malaysian Subsidiary has agreed, in a private placement, to sell 3,233,734
shares of Series C redeemable convertible preference shares to the Investor at
an initial closing at a price of approximately US$1.55 per share and to grant
the Investor an option to purchase 1,077,911 shares of Series C redeemable
convertible preference shares at a subsequent closing at a price of
approximately US$2.32 per share. The aggregate purchase price for the
preferred shares to be acquired at the initial closing is approximately US$5
million and the aggregate purchase price for the preferred shares that may be
acquired at the subsequent closing is approximately US$2.5
million. The initial closing of the private placement is expected to
occur by the end of December 2010. The proceeds from the private
placement will be used for general working capital purposes, including for the
broad commercialization of the WaferGen SmartChip Real-Time PCR
system.
The
holders of the preferred shares will have a put right to cause the Company to
exchange their preferred shares for shares of common stock of the Company at
one-to-one ratio at any time prior to the one year anniversary of the date of
issuance of the preferred shares, at which time all preferred shares that have
not already been exchanged for shares of common stock of the Company shall be
automatically exchanged for shares of common stock of the Company at a
one-to-one ratio.
The
foregoing summary of the terms of the subscription agreement, the preferred
shares and the put rights do not purport to be complete and are qualified in
their entirety by the subscription agreement, the put agreement and the
shareholders’ agreement, copies of which are attached hereto as Exhibits 10.1,
10.2 and 10.3 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Share
Subscription Agreement, dated December 14, 2010, by and among WaferGen
Bio-systems, Inc., WaferGen Biosystems (M) Sdn. Bhd. and Malaysian
Technology Development Corporation Sdn. Bhd.
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10.2
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Put
Agreement, dated December 14, 2010, by and between WaferGen
Bio-systems, Inc. and Malaysian Technology Development Corporation Sdn.
Bhd.
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10.3
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Amended
and Restated Shareholders’ Agreement, dated December 14, 2010, by and
among WaferGen Bio-systems, Inc., WaferGen Biosystems (M) Sdn. Bhd.,
Malaysian Technology Development Corporation Sdn. Bhd. and Prima
Mahawangsa Sdn. Bhd.
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99.1
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Press
release issued by the Company on December 15,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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WaferGen
Bio-systems, Inc.
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Date:
December 15, 2010
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By:
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/s/
Alnoor Shivji
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Alnoor
Shivji
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Chairman,
President and Chief Executive
Officer
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