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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):
October 26, 2005
TRANSGENOMIC, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-30975 911789357
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(State of Incorporation) (Commission (IRS Employer Identification
File Number) Number)
12325 Emmet Street, Omaha, Nebraska 68164
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(Address of principal executive offices) (Zip Code)
(402) 452-5400
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(Registrant's telephone number, including area code)
Not applicable
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 27, 2005, the Registrant issued to a group of unaffiliated
institutional investors 14,925,743 shares of Registrant's common stock, together
with warrants to purchase an additional 5,970,297 shares of the Registrant's
common stock. The warrants carry an exercise price of $1.20 per share, are not
callable and expire in 5 years. The shares and warrants were issued pursuant to
the terms of certain Securities Purchase Agreements which were authorized and
approved by the shareholders of the Registrant at a special meeting of the
shareholders held on October 26, 2005.
The aggregate proceeds from the sale were $15,074,999.68. The Registrant paid
the placement agent a commission consisting of cash in the amount of $1,055,250
and expenses of $25,000. Additionally, the Registrant issued to the placement
agent a warrant to purchase 932,859 shares of Registrant's common stock at an
exercise price of $1.20 per share.
The offer and sale of these securities was exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act") under Section
4(2) of the Act and Rule 506 of Regulation D.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(99) Press release dated October 31, 2005, announcing the
completion of the private placement of Registrant's common
stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: October 31, 2005 TRANSGENOMIC, INC.
By: /s/ Mitchell L. Murphy
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Mitchell L. Murphy,
VP, Secretary & Treasurer
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