Transgenomic, Inc. (OTCBB: TBIO)
announced today that it has entered into definitive agreements with a syndicate of institutional and other accredited investors to raise gross proceeds of $8.3 million in a private placement financing. The syndicate was comprised of new and existing investors, including entities associated with Third Security, LLC, a leading life sciences investment firm.
Pursuant to the purchase agreement, Transgenomic has agreed to issue an aggregate of 16,600,000 shares of the Company’s common stock at a price per share of $0.50, as well as 5-year warrants to purchase up to an aggregate of 8,300,000 shares of common stock with an exercise price of $0.75 per share.
Net proceeds from this offering will be used for general corporate and working capital purposes, primarily to accelerate commercialization of several of the Company’s proprietary genetic tests. The closing of the offering is expected to occur on or about January 30, 2013, subject to standard and customary closing conditions.
Lazard Capital Markets LLC served as the lead placement agent for the offering, with Craig-Hallum Capital Group LLC acting as co-placement agent for the offering.
The securities offered in this private placement transaction have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of a registration rights agreement entered into with the investors, Transgenomic has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock sold in the offering and issuable upon exercise of the warrants. Any offering of Transgenomic’s securities under the resale registration statement referred to above will be made only by means of a prospectus.