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| [January 25, 2013] |
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Transgenomic Announces $8.3 Million Private Placement Financing
OMAHA, Neb. --(Business Wire)--
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 he 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.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such jurisdiction.
About Transgenomic, Inc.
Transgenomic, Inc. (www.transgenomic.com)
is a global biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its proprietary
molecular technologies and world-class clinical and research services.
The Company is a global leader in cardiac genetic testing with a family
of innovative products, including its C-GAAP test, designed to detect
gene mutations which indicate cardiac disorders, or which can lead to
serious adverse events. Transgenomic has three complementary business
divisions: Transgenomic Clinical Laboratories, which specializes in
molecular diagnostics for cardiology, oncology, neurology, and
mitochondrial disorders; Transgenomic Pharmacogenomic Services, a
contract research laboratory that specializes in supporting all phases
of pre-clinical and clinical trials for oncology drugs in development;
and Transgenomic Diagnostic Tools, which produces equipment, reagents,
and other consumables that empower clinical and research applications in
molecular testing and cytogenetics. Transgenomic believes there is
significant opportunity for continued growth across all three businesses
by leveraging their synergistic capabilities, technologies, and
expertise. The Company actively develops and acquires new technology and
other intellectual property that strengthens its leadership in
personalized medicine.
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking
statements" of Transgenomic within the meaning of the Private Securities
Litigation Reform Act of 1995, which involve known and unknown risks,
uncertainties and other factors that may cause actual results to be
materially different from any future results, performance or
achievements expressed or implied by such statements. Forward-looking
statements include, but are not limited to, those with respect to the
closing of the proposed offering and the expected use of proceeds from
the offering. The known risks, uncertainties and other factors affecting
these forward-looking statements are described from time to time in
Transgenomic's filings with the Securities and Exchange Commission. Any
change in such factors, risks and uncertainties may cause the actual
results, events and performance to differ materially from those referred
to in such statements. Accordingly, the Company claims the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 with respect to all statements
contained in this press release. All information in this press release
is as of the date of the release and Transgenomic does not undertake any
duty to update this information, including any forward-looking
statements, unless required by law.

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