TRANSGENOMIC, INC.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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89365K206
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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Copy to:
John Owen Gwathmey, Esq.
David I. Meyers, Esq.
Troutman Sanders LLP
Troutman Sanders Building
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1239
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January 25, 2013
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 89365K206
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Page 2 of 12
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RANDAL J. KIRK
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ¨
(b) x
|
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3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
PF
|
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7
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SOLE VOTING POWER
|
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29,263,131
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NUMBER OF
|
||
SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
|
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OWNED BY
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0
|
|
EACH
|
||
REPORTING
|
9
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SOLE DISPOSITIVE POWER
|
PERSON WITH
|
||
29,263,131
|
||
10
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SHARED DISPOSITIVE POWER
0
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,263,131
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o |
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
|
|
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 89365K206
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Page 3 of 12
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THIRD SECURITY, LLC
I.R.S. IDENTIFICATION NO.: 54-1923091
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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7
|
SOLE VOTING POWER
|
|
29,263,131
|
||
NUMBER OF
|
||
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
||
OWNED BY
|
0
|
|
EACH
|
||
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
|
PERSON WITH
|
||
29,263,131
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,263,131
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
|
|
14
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TYPE OF REPORTING PERSON
OO – limited liability company
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CUSIP No. 89365K206
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Page 4 of 12
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THIRD SECURITY SENIOR STAFF 2008 LLC
I.R.S. IDENTIFICATION NO.: 26-1868899
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
7
|
SOLE VOTING POWER
|
|
11,705,253
|
||
NUMBER OF
|
||
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
||
OWNED BY
|
0
|
|
EACH
|
||
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
|
PERSON WITH
|
||
11,705,253
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,705,253
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
|
14
|
TYPE OF REPORTING PERSON
OO – limited liability company
|
CUSIP No. 89365K206
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Page 5 of 12
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THIRD SECURITY STAFF 2010 LLC
I.R.S. IDENTIFICATION NO.: 27-3853493
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ¨
(b)x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
7
|
SOLE VOTING POWER
|
|
11,705,253
|
||
NUMBER OF
|
||
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
||
OWNED BY
|
0
|
|
EACH
|
||
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
|
PERSON WITH
|
||
11,705,253
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,705,253
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
|
14
|
TYPE OF REPORTING PERSON
OO – limited liability company
|
CUSIP No. 89365K206
|
Page 6 of 12
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THIRD SECURITY INCENTIVE 2010 LLC
I.R.S. IDENTIFICATION NO.: 27-3853442
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
7
|
SOLE VOTING POWER
|
|
5,852,625
|
||
NUMBER OF
|
||
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
||
OWNED BY
|
0
|
|
EACH
|
||
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
|
PERSON WITH
|
||
5,852,625
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,852,625
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
|
14
|
TYPE OF REPORTING PERSON
OO – limited liability company
|
CUSIP No. 89365K206
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Page 7 of 12
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Item 4.
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Purpose of Transaction.
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CUSIP No. 89365K206
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Page 8 of 12
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CUSIP No. 89365K206
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Page 9 of 12
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Item 5.
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Interest in Securities of the Issuer.
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CUSIP No. 89365K206
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Page 10 of 12
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Reporting Person
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Amount of Common Stock
Beneficially
Owned(1)
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Percent
of Class
|
Sole Power
to Vote or
Direct
the Vote
|
Shared
Power to
Vote or
Direct
the Vote
|
Sole Power to
Dispose or to
Direct the
Disposition
|
Shared Power to
Dispose or to
Direct the
Disposition
|
||||||||||||||||||
Randal J. Kirk (2)
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29,263,131 | 27.0 | % | 27.0 | % | — | 29,263,131 | — | ||||||||||||||||
Third Security, LLC (2)
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29,263,131 | 27.0 | % | 27.0 | % | — | 29,263,131 | — | ||||||||||||||||
Third Security Senior Staff 2008 LLC
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11,705,253 | 10.8 | % | 10.8 | % | — | 11,705,253 | — | ||||||||||||||||
Third Security Staff 2010 LLC
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11,705,253 | 10.8 | % | 10.8 | % | — | 11,705,253 | — | ||||||||||||||||
Third Security Incentive 2010 LLC
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5,852,625 | 5.4 | % | 5.4 | % | — | 5,852,625 | — |
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(1)
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Assumes the full conversion of the Preferred Stock and full exercise of the Warrants, Note Conversion Warrants and Investor Financing Warrants into Common Stock as described above.
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(2)
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Randal J. Kirk controls Third Security, LLC, which is the manager of each of the Investors.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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CUSIP No. 89365K206
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Page 11 of 12
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit 13
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Securities Purchase Agreement by and among Transgenomic, Inc. certain investors and the Investors, dated January 25, 2013 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, dated January 30, 2013, and incorporated herein by reference)
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Exhibit 14
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Form of Warrant issued by Transgenomic, Inc. to certain investors and the Investors (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K/A, dated January 30, 2013, and incorporated herein by reference)
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Exhibit 15
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Registration Rights Agreement by and among Transgenomic, Inc., certain investors and the Investors (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K/A, dated January 30, 2013, and incorporated herein by reference)
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Joint Filing Agreement, dated as of January 31, 2013, by and among Randal J. Kirk, Third Security, LLC, Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security Incentive 2010 LLC
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CUSIP No. 89365K206
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Page 12 of 12
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/s/ Randal J. Kirk
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Randal J. Kirk
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THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Manager
|
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THIRD SECURITY SENIOR STAFF 2008 LLC
|
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By:
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/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
THIRD SECURITY STAFF 2010 LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
THIRD SECURITY INCENTIVE 2010 LLC
|
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
|
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Manager
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Exhibit 1
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Series A Convertible Preferred Stock Purchase Agreement, dated December 29, 2010, by and among Transgenomic, Inc. (the “Company”), Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security Incentive 2010 LLC (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated December 28, 2010, and incorporated herein by reference)
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Exhibit 2
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Form of Warrant (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated December 28, 2010, and incorporated herein by reference)
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Exhibit 3
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Certificate of Designation of Series A Convertible Preferred Stock dated as of December 28, 2010 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated December 28, 2010, and incorporated herein by reference)
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Exhibit 4
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Registration Rights Agreement, dated December 29, 2010, by and among the Company, Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security Incentive 2010 LLC (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, dated December 28, 2010, and incorporated herein by reference)
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Exhibit 5
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Joint Filing Agreement, dated as of January 10, 2011, by and among Randal J. Kirk, Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security Incentive 2010 LLC (filed with Original Schedule 13D)
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Exhibit 6
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Convertible Promissory Note Purchase Agreement by and among Transgenomic, Inc.; Third Security Senior Staff 2008 LLC; Third Security Staff 2010 LLC; and Third Security Incentive 2010 LLC dated December 30, 2011 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated January 6, 2012, and incorporated herein by reference)
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Exhibit 7
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Convertible Promissory Note by and between Transgenomic, Inc. and Third Security Senior Staff 2008 LLC dated December 30, 2011 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated January 6, 2012, and incorporated herein by reference)
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Exhibit 8
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Convertible Promissory Note by and between Transgenomic, Inc. and Third Security Staff 2010 LLC dated December 30, 2011 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated January 6, 2012, and incorporated herein by reference)
|
Exhibit 9
|
Convertible Promissory Note by and between Transgenomic, Inc. and Third Security Incentive 2010 LLC dated December 30, 2011 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated January 6, 2012, and incorporated herein by reference)
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Exhibit 10
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Form of Warrant issued by Transgenomic, Inc. to Third Security Senior Staff 2008 LLC; Third Security Staff 2010 LLC; and Third Security Incentive 2010 LLC on February 3, 2012 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated February 7, 2012, and incorporated herein by reference)
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Exhibit 11
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Registration Rights Agreement by and among Transgenomic, Inc., certain investors and the Investors (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated February 7, 2012, and incorporated herein by reference)
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Exhibit 12
|
Joint Filing Agreement, dated as of February 7, 2012, by and among Randal J. Kirk, Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security Incentive 2010 LLC (filed with Original Schedule 13D)
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Exhibit 13
|
Securities Purchase Agreement by and among Transgenomic, Inc. certain investors and the Investors, dated January 25, 2013 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, dated January 30, 2013, and incorporated herein by reference)
|
Exhibit 14
|
Form of Warrant issued by Transgenomic, Inc. to certain investors and the Investors (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K/A, dated January 30, 2013, and incorporated herein by reference)
|
Exhibit 15
|
Registration Rights Agreement by and among Transgenomic, Inc., certain investors and the Investors (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K/A, dated January 30, 2013, and incorporated herein by reference)
|
Joint Filing Agreement, dated as of January 31, 2013, by and among Randal J. Kirk, Third Security, LLC, Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security Incentive 2010 LLC (filed herewith)
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/s/ Randal J. Kirk
|
||
Randal J. Kirk
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||
THIRD SECURITY, LLC
|
||
By:
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/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
THIRD SECURITY SENIOR STAFF 2008 LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
THIRD SECURITY STAFF 2010 LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
THIRD SECURITY INCENTIVE 2010 LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|