Attached files
| file | filename |
|---|---|
| EX-4.2 - Precipio, Inc. | v207089_ex4-2.htm |
| EX-3.1 - Precipio, Inc. | v207089_ex3-1.htm |
| EX-4.5 - Precipio, Inc. | v207089_ex4-5.htm |
| EX-2.1 - Precipio, Inc. | v207089_ex2-1.htm |
| EX-4.4 - Precipio, Inc. | v207089_ex4-4.htm |
| EX-4.3 - Precipio, Inc. | v207089_ex4-3.htm |
| EX-4.1 - Precipio, Inc. | v207089_ex4-1.htm |
| EX-2.2 - Precipio, Inc. | v207089_ex2-2.htm |
| EX-99.1 - Precipio, Inc. | v207089_ex99-1.htm |
| EX-10.1 - Precipio, Inc. | v207089_ex10-1.htm |
| EX-10.2 - Precipio, Inc. | v207089_ex10-2.htm |
| EX-10.3 - Precipio, Inc. | v207089_ex10-3.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
28, 2010
TRANSGENOMIC,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-30975
|
91-1789357
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
|
12325
Emmet Street, Omaha, Nebraska
|
68164
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(402)
452-5400
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
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:
|
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))
|
TABLE OF
CONTENTS
|
Item
1.01 Entry into a Material Definitive Agreement
|
3
|
|
Item
2.01 Completion of Acquisition or Disposition of Assets
|
4
|
|
Item
2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet
Arrangement of a Registrant
|
4
|
|
Item
3.02 Unregistered Sales of Equity Securities
|
4
|
|
Item
3.03 Material Modification to Rights of Security Holders
|
5
|
|
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
|
5
|
|
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
5
|
|
Item
9.01 Financial Statements and Exhibits
|
6
|
|
SIGNATURES
|
7
|
|
EXHIBIT
INDEX
|
8
|
2
Item
1.01 Entry into a Material Definitive Agreement.
Series
A Preferred Stock Financing
On
December 29, 2010, Transgenomic, Inc. (the “Company”) entered into a Series A
Convertible Preferred Stock Purchase Agreement (the “Series A Purchase
Agreement”) with Third Security Senior Staff 2008 LLC, Third Security Staff 2010
LLC, and Third Security Incentive 2010 LLC (collectively, the “Investors”),
pursuant to which the Company: (i) sold to the Investors an aggregate of
2,586,205 shares of the Company’s Series A Convertible Preferred Stock (the
“Series A Preferred Stock”) at a price per share of $2.32 for aggregate gross
proceeds of approximately $6,000,000; and (ii) issued to the Investors warrants
(the “Warrants”) to purchase up to an aggregate of 1,293,102 shares of Series A
Preferred Stock with an exercise price of $2.32 per share (collectively, the
“Financing”). The Warrants may be exercised at any time from December 29, 2010
until December 28, 2015 and contain a “cashless exercise” feature. The shares of
Series A Preferred Stock issuable pursuant to the Series A Purchase Agreement
and upon exercise of the Warrants are initially convertible into shares of the
Company’s common stock (“Common Stock”) at a rate of 4-for-1, which conversion
rate is subject to further adjustment as set forth in the Certificate of
Designation (as defined below under Item 5.03). Certain additional
terms of the Series A Preferred Stock are described under Item 5.03
below. The Company used the net proceeds from the Financing to
acquire certain assets of Clinical Data, Inc. (“Clinical Data”) and PGx Health,
LLC, a wholly-owned subsidiary of Clinical Data (“PGx”), as more fully described
under Item 2.01 below.
In
connection with the Financing, the Company also entered into a registration
rights agreement with the Investors (the “Registration Rights Agreement”).
Pursuant to the terms of the Registration Rights Agreement, the Company has
granted the Investors certain demand, “piggyback” and S-3 registration rights
covering the resale of the shares of Common Stock underlying the Series A
Preferred Stock issued pursuant to the Series A Purchase Agreement and issuable
upon exercise of the Warrants and all shares of Common Stock issuable upon any
dividend or other distribution with respect thereto.
The
foregoing descriptions of the Series A Purchase Agreement, Warrants and
Registration Rights Agreement do not purport to be complete and are qualified in
their entireties by reference to the full text of the Series A Purchase
Agreement, form of Warrant and Registration Rights Agreement, which are filed as
Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.
Amendment
to Asset Purchase Agreement
On
November 29, 2010, the Company announced that it had entered into an Asset
Purchase Agreement (the “Purchase Agreement”) with Clinical Data and
PGx. PGx is in the business of providing the proprietary FAMILION
family of genetic tests for inherited cardiac syndromes and developing and
commercializing other proprietary genetic and related biomarker tests (the
“Biomarker Business”). Pursuant to the terms and subject to the
conditions set forth in the Purchase Agreement, PGx agreed to sell certain
assets of PGx and Clinical Data that are owned or primarily used by PGx and
Clinical Data in connection with the operation of the Biomarker Business (the
“Assets”). The Purchase Agreement provided, among other things, that, upon
completion of the acquisition of the Assets: (i) the Company would issue to PGx
a one-year senior secured promissory note in the amount of $932,000 for facility
improvements made to the CLIA-certified laboratory; and (ii) PGx would be
entitled to received a certain percentage of certain account receivables related
to the Biomarker Business collected by the Company during the 18-month period
following the closing of the acquisition.
On
December 29, 2010, the Company entered into an amendment to the Purchase
Agreement (the “Amendment”). The Amendment: (i) increases
the principal amount of the previously disclosed promissory note from $932,000
to $988,500, as a result of certain additional costs related to the Company’s
sublease of a portion of Clinical Data’s CLIA-certified laboratory located in
New Haven, Connecticut; and (ii) reduces certain percentage amounts payable upon
collection of certain account receivables related to the Biomarker Business
collected by the Company during the 18-month period following the closing of the
acquisition.
The
foregoing description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the Amendment, which
is filed as Exhibit 2.2 to this Current Report on Form 8-K and incorporated
herein by reference.
Additional
Ancillary Agreements
Concurrently
with the completion of the acquisition of the Assets, as more fully described
below under Item 2.01, the Company entered into a: (i) sublease agreement with
Clinical Data (the “Sublease”); and (ii) noncompetition and nonsolicitation
agreement with PGx and Clinical Data (the “Noncompetition
Agreement”).
Pursuant
to the terms of the Sublease, the Company will sublease 23,123 square feet of
space at Clinical Data’s CLIA-certified laboratory located in New Haven,
Connecticut. The base rent under the Sublease is $21,196 per month
through January 31, 2011 and $40,466 per month thereafter. The
Sublease expires on March 31, 2013, unless otherwise terminated pursuant to the
terms thereof.
3
Pursuant
to the terms of the Noncompetition Agreement, PGx and Clinical Data will, for a
period of three years following the closing of the Company’s acquisition of the
Assets and subject to certain exceptions, be prohibited from: (i) engaging in
any activity that is competitive with the Biomarker Business for a period of
three years; and (ii) soliciting the employment of the Company’s
employees.
Additionally,
in connection with the Company’s issuance of the Notes (as defined below under
Item 2.01), the Company entered into a security agreement with PGx (the
“Security Agreement”), pursuant to which the Company has granted to PGx a
security interest in all of the assets of the Company to secure the Company’s
obligation to, among other things: (i) repay all of the unpaid
principal amount of, and accrued interest on the Notes, and perform when due of
all covenants and agreements by the Company under the Notes and the Security
Agreement; and (ii) pay any fees, costs or expenses of PGx under the Notes and
the Security Agreement.
The
foregoing descriptions of the Sublease, Noncompetition Agreement and Security
Agreement do not purport to be complete and are qualified in their entireties by
reference to the full text of the Sublease, Noncompetition Agreement and
Security Agreement, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit
10.3, respectively, to this Current Report on Form 8-K and incorporated herein
by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
December 29, 2010, following the execution of the Amendment, the Company
completed its previously announced acquisition of the Assets, pursuant to the
Purchase Agreement (as amended by the Amendment).
In
consideration for the purchase of the Assets and in addition to assuming certain
liabilities of PGx and Clinical Data, at the closing, the Company paid to PGx
$6,000,000 in cash (the “Cash Consideration”) and issued to PGx: (i) a
three-year senior secured promissory note in the amount of $8,639,650 (the
“First Note”); and (ii) a one-year senior secured promissory note in the amount
of $988,500 for facility improvements made to the CLIA-certified laboratory (the
“Second Note” and together with the First Note, the “Notes”). The
First Note will accrue interest at the rate of 10% per year, with the aggregate
principal amount payable in equal quarterly installments commencing on the date
that is 18 months following the closing date and continuing thereafter until the
third anniversary of the closing date. The Second Note will accrue
interest at the rate of 6.5% per year, with the aggregate principal payable in
12 monthly installments with the final payment due on the first anniversary of
the closing date. The entire unpaid balance of the Notes will become
immediately due and payable if: (i) the Company fails to make timely
payments under the Notes; (ii) the Company makes an assignment for the benefit
of its creditors; (iii) the Company files for bankruptcy; or (iv) upon any event
of default under the Security Agreement. Additionally, under the
terms of the First Note, if the Company consummates an equity financing that
involves the receipt by the Company of net proceeds of not less than $6,000,000,
then the Company shall, upon the consummation of such equity financing, pay to
PGx the lesser of: (i) 25% of the gross proceeds received by the
Company from such financing; and (ii) the then-outstanding balance under the
First Note. Under the terms of the Second Note, in the event of a
sale of all or substantially all of the assets of the Company, the Company shall
pay PGx the lesser of: (i) 100% of the proceeds, less certain fees,
received by the Company pursuant to such sale; and (ii) the then-outstanding
balance under the Second Note.
In
addition to the Cash Consideration and the Notes, pursuant to the Purchase
Agreement (as amended by the Amendment), PGx will also be entitled to receive:
(i) a percentage of certain account receivables related to the Biomarker
Business collected by the Company during the 18-month period following the
closing; (ii) milestone payments upon the successful development and
commercialization by the Company of certain gene assays relating to the
Biomarker Business; and (iii) royalty/margin consideration based on certain
reimbursements received by the Company in connection with the performance by the
Company of certain biomarker assays relating to the Biomarker
Business. PGx may also be entitled to receive certain additional
payments in the event the Company sells or otherwise transfers to a third party
certain assay technologies relating to the Biomarker Business.
The
foregoing descriptions of the Purchase Agreement, the Amendment, the First Note
and the Second Note do not purport to be complete and are qualified in their
entireties by reference to the Purchase Agreement, the Amendment, the First Note
and the Second Note, which are filed as Exhibit 2.1, Exhibit 2.2, Exhibit 4.4
and Exhibit 4.5, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information disclosed under Item 2.01 of this Current Report on Form 8-K with
respect to the Company’s acquisition of the Assets and the issuance of the Notes
is incorporated by reference into this Item 2.03 in its entirety.
Item
3.02 Unregistered Sales of Equity Securities.
The
securities described in Item 1.01 and Item 2.01 above were offered and sold in
reliance upon exemptions from registration pursuant to Section 4(2) under the
Securities Act of 1933, as amended (the “Securities Act”) and Rule 506
promulgated thereunder. The agreements executed in connection with the Financing
and the acquisition of the Assets contain representations to support the
Company’s reasonable belief that the Investors and PGx and Clinical Data,
respectively, had access to information concerning the Company’s operations and
financial condition, the Investors and PGx and Clinical Data acquired the
securities for their own account and not with a view to the distribution thereof
in the absence of an effective registration statement or an applicable exemption
from registration, and that the Investors and PGx and Clinical Data are
sophisticated within the meaning of Section 4(2) of the Securities Act and are
“accredited investors” (as defined by Rule 501 under the Securities Act). In
addition, the issuances did not involve any public offering; the Company made no
solicitation in connection with the Financing or the acquisition of the Assets
other than communications with the Investors and PGx and Clinical Data,
respectively; the Company obtained representations from the Investors and PGx
and Clinical Data regarding their investment intent, experience and
sophistication; and the Investors and PGx and Clinical Data either received or
had access to adequate information about the Company in order to make an
informed investment decision.
4
At the
time of their issuance, the securities were deemed to be restricted securities
for purposes of the Securities Act, and the certificates and notes representing
the securities bear legends to that effect. The securities may not be
resold or offered in the United States without registration or an exemption from
registration.
The
information set forth in Item 1.01 and Item 2.01 of this Current Report on Form
8-K is incorporated into this Item 3.02 by reference.
Item
3.03 Material Modification to Rights of Security Holders.
The
information disclosed under Item 5.03 of this Current Report on Form 8-K
regarding the election of directors is incorporated by reference into this Item
3.03 in its entirety.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 29, 2010, upon completion of the Financing: (i) the following directors
resigned from the Company’s board of directors (the “Board”): Messrs.
Gregory Sloma, Jeffrey Sklar and Michael McNulty (the “Former Directors”); (ii)
the size of the Board was decreased to five members; and (iii) the following
individuals, each of whom are affiliates of the Investors, were appointed to
serve on the Board to fill the vacancies created by the resignation of the
Former Directors: Rob Patzig and Doit Koppler (the “New Directors”). Mr. Patzig
and Mr. Koppler will be the Class I directors of the Company. Drs.
Antonius Schuh and Rod Markin will continue to serve as Class II directors of
the Company and Mr. Craig Tuttle will continue to serve as a Class III director
of the Company. The Board has not yet determined the committees of
the Board to which the New Directors will be appointed.
No family
relationships exist between any of the New Directors and any of the Company’s
other directors or executive officers. Other than the Series A Purchase
Agreement or the Certificate of Designation (as defined below under Item 5.03),
there are no arrangements between any of the New Directors and any other person
pursuant to which any of the New Directors was selected as a director, and other
than the Financing, nor are there any transactions to which the Company is or
was a participant in which any of the New Directors has a material interest
subject to disclosure under Item 404(a) of Regulation S-K.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
December 28, 2010, in connection with the Financing, the Company filed a
Certificate of Designation of Series A Convertible Preferred Stock with the
Secretary of State of the State of Delaware (the “Certificate of Designation”),
designating 3,879,307 shares of the Company’s Preferred Stock as Series A
Preferred Stock. Certain rights of the holders of the Series A Preferred Stock
are senior to the rights of the holders of Common Stock. The Series A
Preferred Stock has a liquidation preference equal to its original price per
share, plus any accrued and unpaid dividends thereon. The Series A Preferred
Stock accrues cumulative dividends at the rate of 10.0% of the original price
per share per annum.
Generally,
the holders of the Series A Preferred Stock are entitled to vote together as a
single group with the holders of Common Stock on an as-converted
basis. However, the Certificate of Designation provides that the
Company shall not perform the following activities, subject to certain
exceptions, without the affirmative vote of a majority of the holders of the
outstanding shares of Series A Preferred Stock: (i) authorize, create or issue
any other class or series of capital stock having rights, preferences or
privileges senior to or in parity with the Series A Preferred Stock; (ii) alter
or change the rights, preferences or privileges of the Series A Preferred Stock
or increase or decrease the authorized number of shares of Series A Preferred
Stock; (iii) authorize or declare any dividends on the common shares or any
other shares of capital stock other than the Series A Preferred Stock; (iv)
authorize any offering of equity securities of the Company representing (on a
pro forma basis after giving effect to the issuance of such equity securities)
the right to receive not less than 10% of any amounts or funds that would, as of
immediately following such issuance, be legally available for distribution in
connection with a liquidation event; (v) redeem any shares of capital stock
(other than pursuant to employee agreements or the terms of the capital stock);
(vi) increase or decrease the authorized number of members of the Board; (vii)
enter into any binding agreement with any director, employee or any affiliate of
the Company; (viii) materially change the nature of the Company’s business,
enter into new lines of business or exit the current line of business or invest
in any person or entity engaged in a business that is not substantially similar
to the Company’s business, or change the location of any permanent location of
any part of the Company’s business, in each case except as contemplated by the
Purchase Agreement or any of the transaction documents included therein; (ix)
make any loans or advances, individually or in the aggregate in excess of
$1,000,000, to, or own any securities of, any subsidiary or other corporation or
other entity unless it is wholly owned by the Company; (x) make any loan or
advance to any natural person, including, without limitation, any employee or
director of the Company, except advances and similar expenditures in the
ordinary course of business; (xi) guarantee, directly or indirectly, any
indebtedness, except for trade accounts of the Company arising in the ordinary
course of business; (xii) sell or otherwise dispose of any assets of the Company
with a value, individually or collectively, in excess of $500,000, other than in
the ordinary course of business; (xiii) liquidate or wind-up the business and
affairs of the Company or effect a change in control or any other liquidation
event; (xiv) incur any indebtedness in excess of $1,000,000 in the aggregate,
other than trade credit incurred in the ordinary course of business or as
contemplated by the Purchase Agreement; (xv) expend funds in excess of $500,000
in the aggregate per year for capital improvements, other than any such
expenditure that is consistent with a budget approved by the Board, including
the directors elected by the holders of Series A Preferred Stock or as
contemplated by the Purchase Agreement; (xvi) obligate the Company to make
aggregate annual payments in excess of $500,000 or sell, transfer or license any
material technology or intellectual property of the Company, other than a
non-exclusive license in the ordinary course of business, in each case except as
contemplated by the Purchase Agreement; or (xvii) increase the number of shares
reserved and issuable under any of the Company’s equity or option incentive
compensation plans.
5
Additionally,
the Certificate of Designation provides that the holders of Series A Preferred
Stock shall be entitled, as a separate voting group, at each annual or special
election of directors, to elect two directors of the Company.
All
outstanding shares of Series A Preferred Stock will be automatically converted
into Common Stock, at the then applicable conversion rate, at the election of
the holders of a majority of the then-outstanding shares of Series A Preferred
Stock. At any time following the fifth anniversary of the completion
of the Financing, the holders of a majority of the then-outstanding Series A
Preferred Stock, voting together as a separate class, can require the Company to
redeem all of the then-outstanding Series A Preferred Stock at a price equal to
the then-current stated value of such shares plus all accrued but unpaid
dividends thereon. The conversion rate for the Series A Preferred
Stock is subject to adjustment in the event of certain stock splits, stock
dividends, mergers, reorganizations, reclassifications, and dilutive
issuances.
The
foregoing description of the Certificate of Designation does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(a) Financial Statements of Businesses
Acquired
The
financial statements required by this Item 9.01(a) will be filed by amendment to
this Current Report on Form 8-K not later than 71 calendar days after the date
on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial
Information
The pro
forma financial statements required by this Item 9.01(b) will be filed by
amendment to this Current Report on Form 8-K not later than 71 calendar days
after the date on which this Current Report on Form 8-K is required to be
filed.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
2.1+
|
Asset
Purchase Agreement, dated November 29, 2010, by and among PGxHealth, LLC,
Clinical Data, Inc. and Transgenomic, Inc.
|
|
|
2.2+
|
Amendment
to Asset Purchase Agreement, dated December 29, 2010, by and among
PGxHealth, LLC, Clinical Data, Inc. and Transgenomic,
Inc.
|
|
|
3.1
|
Certificate
of Designation of Series A Convertible Preferred Stock dated as of
December 28, 2010.
|
|
|
4.1
|
Series
A Convertible Preferred Stock Purchase Agreement, dated December 29, 2010,
by and among Transgenomic, Inc., Third Security Senior Staff 2008 LLC,
Third Security Staff 2010 LLC, and Third Security Incentive 2010
LLC.
|
|
|
4.2
|
Form
of Warrant.
|
|
|
4.3
|
Registration
Rights Agreement, dated December 29, 2010, by and among Transgenomic,
Inc., Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC,
and Third Security Incentive 2010 LLC.
|
|
|
4.4
|
Secured
Promissory Note, issued December 29, 2010 by Transgenomic, Inc. in favor
of PGxHealth, LLC.
|
|
|
4.5
|
Secured
Promissory Note, issued December 29, 2010 by Transgenomic, Inc. in favor
of PGxHealth, LLC.
|
|
|
10.1
|
Sublease
Agreement, dated December 29, 2010, by and between Transgenomic, Inc. and
Clinical Data, Inc.
|
|
|
10.2
|
Noncompetition
and Nonsolicitation Agreement, dated December 29, 2010, by and among
PGxHealth, LLC, Clinical Data, Inc. and Transgenomic,
Inc.
|
|
|
10.3
|
Security
Agreement, dated December 29, 2010, by and between PGxHealth, LLC and
Transgenomic, Inc.
|
|
|
99.1
|
|
Press
release dated December 29,
2010.
|
+
Confidential treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the
SEC.
6
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.
|
Dated: January
4, 2010
|
TRANSGENOMIC, INC. | |
|
By:
|
/s/ Brett L. Frevert
|
|
|
Brett
L. Frevert
|
||
|
Interim
Chief Financial
Officer
|
||
7
Exhibit
Index
|
Exhibit No.
|
Description
|
|
|
2.1+
|
Asset
Purchase Agreement, dated November 29, 2010, by and among PGxHealth, LLC,
Clinical Data, Inc. and Transgenomic, Inc.
|
|
|
2.2+
|
Amendment
to Asset Purchase Agreement, dated December 29, 2010, by and among
PGxHealth, LLC, Clinical Data, Inc. and Transgenomic,
Inc.
|
|
|
3.1
|
Certificate
of Designation of Series A Convertible Preferred Stock dated as of
December 28, 2010.
|
|
|
4.1
|
Series
A Convertible Preferred Stock Purchase Agreement, dated December 29, 2010,
by and among Transgenomic, Inc., Third Security Senior Staff 2008 LLC,
Third Security Staff 2010 LLC, and Third Security Incentive 2010
LLC.
|
|
|
4.2
|
Form
of Warrant.
|
|
|
4.3
|
Registration
Rights Agreement, dated December 29, 2010, by and among Transgenomic,
Inc., Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC,
and Third Security Incentive 2010 LLC.
|
|
|
4.4
|
Secured
Promissory Note, issued December 29, 2010 by Transgenomic, Inc. in favor
of PGxHealth, LLC.
|
|
|
4.5
|
Secured
Promissory Note, issued December 29, 2010 by Transgenomic, Inc. in favor
of PGxHealth, LLC.
|
|
|
10.1
|
Sublease
Agreement, dated December 29, 2010, by and between Transgenomic, Inc. and
Clinical Data, Inc.
|
|
|
10.2
|
Noncompetition
and Nonsolicitation Agreement, dated December 29, 2010, by and among
PGxHealth, LLC, Clinical Data, Inc. and Transgenomic,
Inc.
|
|
|
10.3
|
Security
Agreement, dated December 29, 2010, by and between PGxHealth, LLC and
Transgenomic, Inc.
|
|
|
99.1
|
|
Press
release dated December 29,
2010.
|
+
Confidential treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the
SEC.
8