Attached files
| file | filename |
|---|---|
| 8-K - Precipio, Inc. | v207089_8k.htm |
| 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-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 |
Exhibit
99.1
Transgenomic
Announces Closing of the Acquisition of Clinical Data’s Diagnostic Business and
the Closing of a $6 Million Financing
OMAHA, Nebraska (December 29,
2010) — Transgenomic, Inc. (OTCBB: TBIO) announced today that it has closed the
acquisition of Clinical Data, Inc.’s (NasdaqGM: CLDA) diagnostic business with a
sales price of $15.5 million. In addition, the company has closed on
a $6.0 million financing from Third Security, LLC, a leading life sciences
investment firm, to fund the cash portion of Transgenomic’s acquisition of
Clinical Data’s diagnostic business. This strategic acquisition
provides Transgenomic with proprietary genetic commercial tests that have an
established revenue base, proprietary biomarker assays, an additional a fully
integrated CLIA-certified laboratory operation, and established test
reimbursement and coverage policies that offer access to testing for an
estimated 280 million patients.
Under the
terms of the financing with Third Security, the Company has issued an aggregate
of 2,586,205 shares of the Company’s newly created Series A convertible
preferred stock to certain affiliates of Third Security for an aggregate
purchase price of $6.0 million. Additionally, the Company issued such affiliates
of Third Security warrants to purchase an aggregate of up to 1,293,102 shares of
Series A preferred stock at an exercise price of $2.32 per share. The
Series A preferred shares issuable pursuant to the purchase agreement and upon
exercise of the warrants are convertible into shares of the Company’s common
stock at a conversion price of $0.58 per share, for an aggregate of 15,517,228
million shares of common stock. Upon full exercise of the warrants,
Transgenomic will receive approximately $3.0 million.
Commenting
on the acquisition of Clinical Data’s diagnostic business, Craig Tuttle, Chief
Executive Officer of Transgenomic, said, “We are very excited about the
acquisition, which strengthens our molecular diagnostics position in the
marketplace, expands our commercial operation with an accomplished team that
will improve our competitive position, and enhances our customer support and
patient care capabilities. We are also very excited about building a strategic
relationship and having the support of such a respected investor as Third
Security and Randal Kirk. Their knowledge of our industry will be
beneficial in catapulting Transgenomic into the top tier of diagnostic
providers.”
Commenting on the investment, Randal
Kirk, Senior Managing Director and Chief Executive Officer of Third Security,
LLC said, “Transgenomic’s strong management team, broad product offering, and
state-of-the-art technology position the Company for growth in a significant and
underserved market. We look forward to working with Craig Tuttle and his
management team to help Transgenomic expand and realize its growth
plans."
Griffin
Securities, Inc. acted as financial adviser and placement agent to Transgenomic,
Inc. on this transaction.
About
Transgenomic, Inc.
Transgenomic,
Inc. develops and markets molecular diagnostic technologies, tests, and services
for oncology, cardiology, hematology, inherited disorders, and diseases of
aging. The Company is advancing the analysis of DNA and RNA at the
molecular level, making it possible to detect disease more accurately at earlier
stages, bringing improvements in the quality of patient care and lowering the
costs of disease management. To learn more, please visit the
Company’s website at www.transgenomic.com.
Forward
Looking Statements
Certain
statements in this press release may constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements relate to a variety of matters, including but not limited to: the
benefits and synergies expected to result from the asset acquisition; the
anticipated customer base for Transgenomic following the completion of the asset
acquisition; and other statements that are not purely statements of historical
fact. These forward-looking statements are made on the basis of the current
beliefs, expectations and assumptions of the management of Transgenomic and are
subject to significant risks and uncertainty. Investors are
cautioned not to place undue reliance on any such forward-looking statements. All
such forward-looking statements speak only as of the date they are made, and
Transgenomic undertakes no obligation to update or revise these statements,
whether as a result of new information, future events or
otherwise. Factors that could cause actual results to differ
materially from the forward-looking statements contained herein include, but are
not limited to: any operational or cultural difficulties associated with the
integration of the assets being acquired; potential adverse reactions or changes
to business relationships resulting from the announcement or completion of the
asset acquisition; unexpected costs, charges or expenses resulting from
the asset acquisition; litigation or adverse judgments relating to
the asset acquisition; risks relating to the consummation of the
asset acquisition, including the failure to realize synergies and cost savings
from the transaction or delay in realization thereof; any difficulties
associated with requests or directions from governmental authorities resulting
from their reviews of the transaction; and any changes in general economic
and/or industry-specific conditions. Additional factors that could cause actual
results to differ materially from those described in the forward-looking
statements are set forth in the Annual Report on Form 10-K of Transgenomic for
the year ended December 31, 2009, which was filed with the Securities and
Exchange Commission (“SEC”) on February 25, 2010, under the heading “Item
1A—Risk Factors” and in subsequent reports on Forms 10-Q and 8-K and other
filings made with the SEC by Transgenomic.
Contact
Transgenomic,
Inc.
Brett
Frevert, 1-402-452-5400
Chief
Financial Officer