8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 6, 2016

Transgenomic, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-30975	91-1789357
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12325 Emmet Street, Omaha, NE 68164

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (402) 452-5400

N/A

(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))

Item 1.01. Entry into a Material Definitive Agreement.

Conversion Agreement

On January 6, 2016, Transgenomic, Inc. (the “Company”) entered into a Conversion Agreement (the “Conversion Agreement”) with the holders (the “Preferred Holders”) of all of the Company’s outstanding shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred”), and Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred”), pursuant to which, among other things, the Preferred Holders: (1) elected to convert all of the outstanding shares of Series A Preferred and Series B Preferred into shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), in each case in accordance with the terms thereof, and (2) agreed that all accrued and unpaid dividends on the Series A Preferred and Series B Preferred would be paid by the Company in shares of Common Stock at a rate of $1.00 per share of Common Stock (collectively, the “Conversion”).

The outstanding shares of Series A Preferred were convertible into shares of Common Stock at a rate of 1-for-3, and the outstanding shares of Series B Preferred were convertible into shares of Common Stock at a rate of 1-for-1. Prior to the entry into the Conversion Agreement, there were 2,586,205 shares of Series A Preferred outstanding, which were converted into 862,057 shares of Common Stock, and 1,443,297 shares of Series B Preferred outstanding, which were converted into 1,443,297 shares of Common Stock, for an aggregate of 2,305,354 shares of Common Stock issued upon conversion of the Series A Preferred and Series B Preferred (the “Conversion Shares”). At the time of the entry into the Conversion Agreement, there were $3,681,591.90 in accrued and unpaid dividends on the outstanding shares of Series A Preferred, which were converted, in accordance with the Conversion Agreement, into 3,681,590 shares of Common Stock, and $793,236.17 in accrued and unpaid dividends on the outstanding shares of Series B Preferred, which were converted, in accordance with the terms of the Conversion Agreement, into 793,235 shares of Common Stock, for an aggregate of 4,474,825 shares of Common Stock issued pursuant to the accrued and unpaid dividends on the Series A Preferred and Series B Preferred (the “Dividend Shares”). Therefore, in connection with the full conversion of the Series A Preferred and Series B Preferred, plus the conversion of all accrued and unpaid dividends thereon, the Company issued an aggregate of 6,780,179 shares of Common Stock to the Preferred Holders on January 6, 2016.

As of January 6, 2016, and after taking into account the issuance of the 6,780,179 shares of Common Stock to the Preferred Holders, the Company has 20,695,870 shares of Common Stock outstanding. Following the conversion of the shares of Series A Preferred and Series B Preferred into common stock, no shares of Series A Preferred or Series B Preferred remain outstanding.

The Preferred Holders are affiliates of Third Security, LLC, which holds more than 10% of the outstanding voting stock of the Company. Additionally, Doit L. Koppler II, a director of the Company, is an employee of Third Security, LLC.

The foregoing description of the terms of the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Conversion Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Amendment to Loan Agreement

On January 6, 2016, the Company entered into an amendment (the “Loan Amendment”) to its Loan and Security Agreement, dated March 13, 2013, with Third Security Senior Staff 2008 LLC, as administrative agent and a lender, and the other lenders party thereto (collectively, the “Lenders”), as amended, for a revolving line of credit and a term loan (the “Loan Agreement”). The Loan Amendment, among other things, (1) provides that the Lenders will waive specified events of default under the terms of the Loan Agreement, (2) reduces the Company’s future minimum revenue covenants under the Loan Agreement, (3) extends the maturity date of the Loan Agreement until November 1, 2017, and (4) provides for the repayment of an overadvance of $750,000 previously provided by the Lenders to the Company pursuant to the Loan Agreement.

The Lenders are affiliates of Third Security, LLC, which holds more than 10% of the outstanding voting stock of the Company. Additionally, Doit L. Koppler II, a director of the Company, is an employee of Third Security, LLC.

The foregoing description of the terms of the Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Loan Amendment filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the heading “Amendment to Loan Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 in its entirety.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under the heading “Conversion Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety. Pursuant to the Conversion Agreement, on January 6, 2016, the Company issued the Conversion Shares and the Dividend Shares to the Preferred Holders in reliance on the exemptions from registration afforded by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01. Other Events.

On January 11, 2016, the Company issued the press release attached hereto as Exhibit 99.1 regarding the Conversion.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Conversion Agreement, dated January 6, 2016, by and among Transgenomic, Inc. and affiliates of Third Security, LLC.

10.2 Limited Waiver and Eighth Amendment to Loan and Security Agreement (Term Loan and Revolving Loan), by and among Transgenomic, Inc., Third Security Senior Staff 2008 LLC, as administrative agent and a lender, and the lenders party thereto, dated January 6, 2016.

99.1 Press release, dated January 11, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Transgenomic, Inc.
	By:	/s/ Paul Kinnon
		Paul Kinnon
		President and Chief Executive Officer
Date: January 11, 2016

Exhibit Index

Exhibit Number	Description
10.1	Conversion Agreement, dated January 6, 2016, by and among Transgenomic, Inc. and affiliates of Third Security, LLC.
10.2	Limited Waiver and Eighth Amendment to Loan and Security Agreement (Term Loan and Revolving Loan), by and among Transgenomic, Inc., Third Security Senior Staff 2008 LLC, as administrative agent and a lender, and the lenders party thereto, dated January 6, 2016.
99.1	Press release, dated January 11, 2016.

EX-10.1

Exhibit 10.1

CONVERSION AGREEMENT

This Conversion Agreement (this “Agreement”) is made and entered into as of January 6, 2016, by and among Transgenomic, Inc., a Delaware corporation (the “Company”), each of the entities listed on the Schedule of Series A Preferred Holders attached hereto as Exhibit A (the “Series A Preferred Holders”) and each of the entities listed on the Schedule of Series B Preferred Holders attached hereto as Exhibit B (the “Series B Preferred Holders” and, together with the Series A Preferred Holders, the “Preferred Holders”).

Recitals

Whereas, (1) the Series A Preferred Holders hold an aggregate of 2,586,205 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred”), and (2) the Series B Preferred Holders hold an aggregate of 1,443,297 shares of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred” and, together with the Series A Preferred, the “Preferred Shares”);

Whereas, pursuant to Section 4(b) of (1) the Company’s Certificate of Designation of Series A Convertible Preferred Stock, as amended (the “Series A Preferred Certificate of Designation”), and (2) the Company’s Certificate of Designation of Series B Convertible Preferred Stock, as amended (as so amended, the “Series B Preferred Certificate of Designation” and, together with the Series A Preferred Certificate of Designation, the “Certificates of Designation”), all outstanding Preferred Shares shall be automatically converted into fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the then-applicable conversion rate, at the election of the holders of a majority of the then outstanding Preferred Shares, voting together as a single class on an as-converted basis;

Whereas, the Preferred Holders collectively hold all of the currently outstanding Preferred Shares;

Whereas, the current conversion rate of the Series A Preferred is 1-for-3, and, in accordance with the Series A Preferred Certificate of Designation, all of the outstanding shares of the Series A Preferred are currently convertible into an aggregate of 862,057 shares of Common Stock (the “Series A Preferred Conversion Shares”);

Whereas, the current conversion rate of the Series B Preferred is 1-for-1, and, in accordance with the Series B Preferred Certificate of Designation, all of the outstanding shares of the Series B Preferred are currently convertible into an aggregate of 1,443,297 shares of Common Stock (the “Series B Preferred Conversion Shares” and, together with the Series A Preferred Conversion Shares, the “Conversion Shares”);

Whereas, upon the terms and conditions set forth in this Agreement, each of the Preferred Holders wishes to elect, pursuant to Section 4(b) of the Certificates of Designation, to convert all of its Preferred Shares into the number of Conversion Shares set forth opposite its name under the column “Conversion Shares” on Exhibit A and/or Exhibit B attached hereto, as applicable;

Whereas, as of the date hereof, there is an aggregate of $3,681,591.90 in accrued and unpaid dividends on the Series A Preferred (the “Series A Accrued Dividends”);

Whereas, as of the date hereof, there is an aggregate of $793,236.17 in accrued and unpaid dividends on the Series B Preferred (the “Series B Accrued Dividends” and, together with the Series A Accrued Dividends, the “Accrued Dividends”);

Whereas, the Certificates of Designation provide that all Accrued Dividends shall be payable to the Preferred Holders in cash; and

Whereas, atthe Company’s request, each of the Preferred Holders has agreed that, in lieu of the Company making a cash payment to the Preferred Holders for the Accrued Dividends on the Preferred Shares, the Company shall issue to each Preferred Holder, upon the conversion of the Preferred Shares into Common Stock, such number of shares of Common Stock set forth opposite its name under the column “Dividend Shares” on Exhibit A and/or Exhibit B attached hereto, as applicable (the “Dividend Shares”), at a rate of $1.00 per share of Common Stock.

Agreement

Now, Therefore, each of the Preferred Holders, for good and valuable consideration, the receipt and sufficiency of which are acknowledged and agreed, hereby agrees as follows:

1.Conversion. This Agreement constitutes written notice to the Company by each Preferred Holder pursuant to Section 4(c) of the Certificates of Designation that such Preferred Holder hereby elects to convert its Preferred Shares into shares of Common Stock. Immediately upon the execution of this Agreement by all parties hereto: (a) all of the Preferred Shares held by each of the Preferred Holders shall be converted into the number of Conversion Shares set forth opposite the Preferred Holder’s name under the column “Conversion Shares” on Exhibit A and/or Exhibit B attached hereto, as applicable, in accordance with Section 4(b) of the Certificates of Designation, and (b) the Company shall issue to each of the Preferred Holders the number of Conversion Shares set forth opposite the Preferred Holder’s name under the column “Conversion Shares” on Exhibit A and/or Exhibit B attached hereto, as applicable, in accordance with Section 4(c) of the Certificates of Designation (clauses (a) and (b), together, the “Conversion”).

2.Cancellation of the Preferred Shares. Each of the Preferred Holders unconditionally acknowledges, affirms and agrees that, simultaneously with the Conversion and delivery to the Preferred Holder of the applicable number of Conversion Shares, such Preferred Holder’s Preferred Shares shall be deemed cancelled, null and void, and the Company shall have no further obligation to such Preferred Holder with respect to such Preferred Shares or the Series A Preferred Certificate of Designation or Series B Preferred Certificate of Designation, as applicable.

3.Payment of Accrued Dividends in Common Stock. The Company and the Preferred Holders hereby acknowledge and agree that, as of the date hereof and upon conversion of the Preferred Shares into Common Stock pursuant to this Agreement, the Series A Accrued Dividends equal $3,681,591.90 and the Series B Accrued Dividends equal $793,236.17. The Preferred Holders forever waive the right to receive any dividends on the Preferred Shares other than the Accrued Dividends. The Company and the Preferred Holders hereby further acknowledge and agree that, in lieu of receiving cash for the Accrued Dividends, the Company will issue to each Preferred Holder such number of shares of Common Stock as is equal to the quotient obtained by dividing: (a) the amount of Accrued Dividends on such Preferred Holder’s Preferred Shares as set forth opposite the Preferred Holder’s name under the column “Accrued Dividends” on Exhibit A and/or Exhibit B attached hereto, as applicable, by (b) $1.00, rounded down to the nearest whole share. For avoidance of doubt, the total number of shares issuable to each Preferred Holder in lieu of the Accrued Dividends is set forth opposite each Preferred Holder’s name under the column “Dividend Shares” on Exhibit A and/or Exhibit B attached hereto, as applicable. Each of the Preferred Holders unconditionally acknowledges, affirms and agrees that the Dividend Shares are being issued to such Preferred Holder in full satisfaction of such Preferred Holder’s Accrued Dividends, and that, simultaneously with the delivery to such Preferred Holder of the applicable number of Dividend Shares, the Accrued Dividends shall be deemed cancelled, null and void, and the Company shall have no further obligation to such Preferred Holder with respect to any Accrued Dividends.

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4.Restricted Securities. Each Preferred Holder understands, acknowledges and agrees that the Conversion Shares and the Dividend Shares will not be registered at the time of their issuance under the Securities Act of 1933, as amended, and may only be disposed of in compliance with state and federal securities laws. The certificates representing the Conversion Shares and the Dividend Shares shall bear a legend to such effect.

5.Representations and Warranties of the Company. The Company hereby represents and warrants to each of the Preferred Holders as follows:

(a)The Conversion Shares and the Dividend Shares have been duly authorized and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

(b)The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and has the corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(c)This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

6. Representations and Warranties of the Preferred Holders. Each of the Preferred Holders hereby represents and warrants to the Company as follows:

(a)The Preferred Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has the limited liability company power and authority to execute, deliver and perform its obligations under this Agreement.

(b)This Agreement has been duly executed and delivered by the Preferred Holder and constitutes the legal, valid and binding obligation of the Preferred Holder, enforceable against the Preferred Holder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

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(c)The Preferred Holder is the lawful owner of, and has good and marketable title to, the number of shares of Series A Preferred and/or Series B Preferred set forth opposite the Preferred Holder’s name on Exhibit A and/or Exhibit B attached hereto, as applicable, free and clear of any pledge, hypothecation, right of others, claim, charge, security interest, encumbrance, adverse claim or interest, option, lien, put or call right, right of first offer or refusal, voting right, preemptive right, restrictions on transfer or other similar restrictions.

7.Miscellaneous.

(a)Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(b)Amendment. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Preferred Holders from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company and the Preferred Holders, and (ii) only in the specific instance and for the specific purpose for which made or given.

(c)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

(d)Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, and may be delivered to the other parties hereto by facsimile or similar electronic means.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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In Witness Whereof, the parties hereto have executed this Conversion Agreement as of the date first written above.

COMPANY:
Transgenomic, Inc.
By:	/s/ Paul Kinnon
Name: Paul Kinnon
Title: President and Chief Executive Officer
PREFERRED HOLDERS:
Third Security Incentive 2010 LLC
By:	/s/ Randal J. Kirk
Name: Randal J. Kirk
Title: Manager, Third Security, LLC, which is the Manager of Third Security Incentive 2010 LLC
Third Security Staff 2010 LLC
By:	/s/ Randal J. Kirk
Name: Randal J. Kirk
Title: Manager, Third Security, LLC, which is the Manager of Third Security Staff 2010 LLC
Third Security Senior Staff 2008 LLC
By:	/s/ Randal J. Kirk
Name: Randal J. Kirk
Title: Manager, Third Security, LLC, which is the Manager of Third Security Senior Staff 2008 LLC
Third Security Staff 2014 LLC
By:	/s/ Randal J. Kirk
Name: Randal J. Kirk
Title: Manager, Third Security, LLC, which is the Manager of Third Security Staff 2014 LLC

[Signature Page to Conversion Agreement]

Exhibit A

Schedule of Series A Preferred Holders

Name of Preferred Holder	Number of Shares of Series A Preferred	Conversion Shares	Accrued Dividends	Dividend Shares	Total Common Shares Issuable
Third SecurityIncentive 2010 LLC	517,241	172,413	$736,318.38	736,318	908,731
Third Security Staff 2010 LLC	1,034,482	344,822	$1,472,636.76	1,472,636	1,817,458
Third Security Senior Staff 2008 LLC	1,034,482	344,822	$1,472,636.76	1,472,636	1,817,458
TOTAL:	2,586,205	862,057	$3,681,591.90	3,681,590	4,543,647

A-1

Exhibit B

Schedule of Series B Preferred Holders

Name of Preferred Holder	Number of Shares of Series B Preferred	Conversion Shares	Accrued Dividends	Dividend Shares	Total Common Shares Issuable
Third SecurityIncentive 2010 LLC	288,659	288,659	$158,647.23	158,647	447,306
Third Security Senior Staff 2008 LLC	577,319	577,319	$317,294.47	317,294	894,613
Third Security Staff 2014 LLC	577,319	577,319	$317,294.47	317,294	894,613
TOTAL:	1,443,297	1,443,297	$793,236.17	793,235	2,236,532

B-1

EX-10.2

Exhibit 10.2

LIMITED WAIVER AND EIGHTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

(TERM LOAN AND REVOLVING LOAN)

This LIMITED WAIVER AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 6, 2016 (the “Effective Date”), is entered into by and among THIRD SECURITY SENIOR STAFF 2008 LLC, as administrative agent (the “Agent”), and a lender, the other lenders party hereto (collectively, the “Lenders”), and TRANSGENOMIC, INC., a Delaware corporation (the “Borrower”).

WHEREAS, the Borrower, the Agent and the Lenders are parties to that certain Loan and Security Agreement (Term Loan and Revolving Loan), dated as of March 13, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), whereby the Lenders have extended to the Borrower a loan facility pursuant to the Loan Agreement on the terms and subject to the conditions contained therein;

WHEREAS, the Borrower has informed the Agent that it has sold (i) the Borrower’s facilities located in Glasgow, Scotland and on Irvington Road in Omaha, Nebraska, including all of the Borrower’s stock, inventory and raw materials located at such facilities, and (ii) all of the ordinary shares of Transgenomic Limited, a company registered under the laws of England and Wales and a wholly-owned subsidiary of the Borrower (the assets described in (i) and (ii) collectively, the “GAP Assets”);

WHEREAS, the Borrower has informed the Agent that the sale of the GAP Assets has resulted in a reduction in the Borrower’s revenues below the required minimum revenue levels set forth in Section 6.9(b) of the Loan Agreement for the six month period ended October 31, 2015 and, accordingly, an Event of Default has occurred and continues to exist under Section 8.2(a) of the Loan Agreement as a result (the “Revenue Event of Default”);

WHEREAS, Events of Default also exist under Section 8.2(a) of the Loan Agreement as a result of the Borrower’s failure to: (i) timely provide Monthly Financial Statements for the months of October 2015 and November 2015 in accordance with Section 6.2(a) of the Loan Agreement and (ii) timely provide a Compliance Certificate for the months of October 2015 and November 2015 in accordance with Section 6.2(b) of the Loan Agreement (collectively, with the Revenue Event of Default, the “Specified Events of Default”);

WHEREAS, (i) on December 10, 2015, the Lenders delivered a Reservation of Rights Letter to the Borrower and provided, at the request of the Borrower, an Advance to the Borrower in the amount of $250,000 and (ii) on December 29, 2015, the Lenders delivered a Reservation of Rights Letter to the Borrower and provided, at the request of the Borrower, an Advance to the Borrower in the amount of $500,000 (collectively, such Advances being referred to as the “Overadvance”); and

WHEREAS, the Borrower has requested that the Agent and the Lenders, and the Agent and the Lenders have agreed to, subject to the terms and conditions set forth in this Amendment, (i) waive the Specified Events of Default, (ii) accept repayment in full of the Overadvance by the Borrower and (iii) amend certain provisions of the Loan Agreement, in each case, effective as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Loan Agreement.

2. Limited Waiver. Subject to the terms, and the timely satisfaction of each of the conditions precedent in Section 4 of this Amendment, the Agent and the Lenders hereby waive the Specified Events of Default.

3. Amendments to the Loan Agreement. Effective as of the Effective Date, the Loan Agreement is amended as follows:

(a) Section 2.2(b) of the Loan Agreement is amended by deleting the existing text of such subsection in its entirety and inserting, in lieu thereof, the following:

“Commencing on April 1, 2015 and continuing on the Payment Date of each successive month thereafter through and including the Maturity Date, Borrower shall make monthly payments of interest to each Lender in accordance with its respective Pro Rata Share, in arrears, and calculated as set forth in Section 2.3. All unpaid principal and accrued interest with respect to the Term Loan is due and payable in full on the Maturity Date. The Term Loan may be prepaid only in accordance with Sections 2.2(c) and 2.2(d).”

(b) Section 6.9(b) of the Loan Agreement is amended by deleting the existing text of such subsection in its entirety and inserting, in lieu thereof, the following:

Minimum Net Revenue. Achieve at least the amounts set forth below during the applicable periods.

Six Month Period Ending	Net Revenue
March 31, 2013	$14,666,000
April 30, 2013	$15,275,000
May 31, 2013	$14,955,000
June 30, 2013	$14,679,000
July 31, 2013	$14,296,000
August 31, 2013	$14,096,000
September 30, 2013	$13,806,000
October 31, 2013	$13,022,000
November 30, 2013	$12,812,000
December 31, 2013	$11,899,000
January 31, 2014	$11,866,000

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February 28, 2014	$10,895,000
March 31, 2014	$10,690,000
April 30, 2014	$10,781,000
May 31, 2014	$10,871,000
June 30, 2014	$11,592,000
July 31, 2014	$12,377,000
August 31, 2014	$13,161,000
September 30, 2014	$12,965,000
October 31, 2014	$12,937,000
November 30, 2014	$12,345,000
December 31, 2014	$12,885,000
January 31, 2015	$11,547,000
February 28, 2015	$11,968,000
March 31, 2015	$11,669,000
April 30, 2015	$12,638,000
May 31, 2015	$13,608,000
June 30, 2015	$13,158,000
July 31, 2015	$13,200,000
August 31, 2015	$12,800,000
September 30, 2015	$12,400,000
October 31, 2015	$12,000,000
November 30, 2015	$10,800,000
December 31, 2015	$9,000,000
January 31, 2016	$8,400,000
February 29, 2016	$7,800,000
March 31, 2016	$7,000,000
April 30, 2016	$6,800,000
May 31, 2016	$6,800,000
June 30, 2016	$6,800,000
July 31, 2016	$6,800,000
August 31, 2016	$6,800,000
September 30, 2016	$6,800,000
October 31, 2016	$6,800,000
November 30, 2016	$6,800,000
December 31, 2016	$6,800,000

For each monthly period in each fiscal year ending after December 31, 2016, the minimum net revenue, measured on a trailing six-month basis, shall be based on an amount that is equal to eighty-five percent (85%) of the board approved Annual Financial Projections applicable to such monthly periods in such fiscal year.

(c) Section 14.1 of the Loan Agreement is amended by deleting the existing text of the definitions of “Borrowing Base” and “Maturity Date” in their entirety and inserting, in lieu thereof, the following:

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“Borrowing Base” is the product of the Advance Rate multiplied by the Eligible Accounts; provided, however, that Agent has the right to adjust the foregoing in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect the Collateral or its value; and provided further, that, the proceeds for any sale of the Borrower's intellectual property shall not be included for purposes of calculating the Borrowing Base; provided, further, that until March 31, 2016, the Borrowing Base shall be equal to the Revolving Line.

“Maturity Date” means November 1, 2017.

4. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

(a) receipt by the Agent of a copy of this Amendment, duly executed and delivered by the Borrower and the Required Lenders;

(b) receipt by the Agent, for the account of each Lender, of the Overadvance repayment, resulting in the outstanding principal balance of the Revolving Loan being $2,275,000.00 as of the Effective Date;

(c) receipt by the Agent of any other documents or agreements reasonably requested by the Agent in connection with the transactions contemplated by this Amendment;

(d) the truth and accuracy of the representations and warranties contained in Section 6 of this Amendment; and

(e) receipt by the Lenders and the Agent of any fees and expenses due and payable on or before the Effective Date under the Loan Agreement or this Amendment.

5. Reaffirmation. The Borrower hereby reaffirms each of the agreements, covenants and undertakings set forth in the Loan Agreement and each and every other Loan Document as of the Effective Date as if the Borrower was making said agreements, covenants and undertakings as of the Effective Date.

6. Representations, Warranties, Covenants and Acknowledgments. To induce the Agent and Lenders to enter into this Amendment, the Borrower hereby:

(a) represents and warrants that (i) as of the Effective Date, all of the representations and warranties made or deemed to be made under the Loan Documents are true and correct in all material respects (other than any representation or warranty that is qualified by materiality or Material Adverse Effect, in which case such representation or warranty is true and correct in all respects) on and as of the Effective Date to the same extent as though made on and as of the Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (other than any representation or warranty that is qualified by materiality or Material Adverse Effect, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date; (ii) as of the Effective Date, after giving effect to the terms of this Amendment, there exists no Default or Event of Default under the Loan Agreement or any of the other Loan Documents; (iii) the Borrower has the corporate power and is duly authorized to enter into, deliver and perform this Amendment; and (iv) this Amendment is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

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(b) acknowledges and agrees that (i) this Amendment does not and shall not create (nor shall the Borrower or any of its Subsidiaries rely upon the existence of or claim or assert that there exists) any obligation of the Agent or any Lender to consider or agree to any further consent, waiver or amendment with respect to any Loan Document and, in the event that the Agent or any Lender subsequently agrees to consider any further consent, waiver or amendment with respect to any Loan Document, neither this Amendment nor any other conduct of the Agent or any Lender shall be of any force or effect on the Agent’s or such Lender’s consideration or decision with respect thereto, and neither the Agent nor any Lender shall have any further obligation whatsoever to consider or agree to any further consent, waiver or amendment with respect to any Loan Document; and (ii) except as expressly set forth in this Amendment, the Agent and each Lender reserves all of their respective rights pursuant to the Loan Agreement and all other Loan Documents;

(c) further acknowledges and agrees that the Agent’s and Lenders’ agreement to waive and amend the specific matters addressed in this Amendment, do not and shall not create (nor shall the Borrower or any of its Subsidiaries rely upon the existence of or claim or assert that there exists) any obligation of the Agent or any Lender to consider or agree to any further waivers, consents or amendments and, in the event that the Agent or any Lender subsequently agrees to consider any further waivers, consents or amendments, neither this Amendment nor any other conduct of the Agent or any Lender shall be of any force or effect on the Agent’s or any Lender’s consideration or decision with respect to any such requested consent;

(d) further acknowledges and agrees that no right of offset, defense, counterclaim, claim, cause of action or objection in favor of the Borrower against any Lender exists arising out of or with respect to (i) this Amendment, the Loan Agreement or any other Loan Document, or (ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing; and

(e) further acknowledges and agrees that this Amendment shall be deemed a Loan Document for all purposes under the Loan Agreement and the other Loan Documents.

7. Effect of Non-Compliance. To the extent any representation or warranty made herein shall be untrue in any material respect, such occurrence shall be deemed an Event of Default pursuant to the terms of the Loan Agreement and the other Loan Documents.

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8. Release; Indemnitees.

(a) In further consideration of the execution of this Amendment by the Agent and each Lender, the Borrower, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of the Borrower and any debtor-in-possession with respect to the Borrower), assigns, subsidiaries and Affiliates, hereby forever releases the Agent, each Lender and their respective successors, assigns, parents, subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”) that the Borrower may have against the Releasees which arise from or relate to any actions which the Releasees may have taken or omitted to take in connection with the Loan Agreement or the other Loan Documents prior to the Effective Date, including, without limitation, with respect to the Obligations, any Collateral, the Loan Agreement, any other Loan Document and any third parties liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not the Borrower shall satisfy all other provisions of this Amendment, the Loan Documents or the Loan Agreement, including payment in full of all Obligations.

(b) The Borrower hereby further agrees to indemnify and hold the Releasees harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including, without limitation, officers, directors, agents, trustees, creditors, partners or shareholders of the Borrower or any parent, Subsidiary or Affiliate of the Borrower, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Amendment, the Loan Agreement and the other Loan Documents.

9. Effect; Relationship of Parties. Except as expressly modified hereby, the Loan Agreement and each other Loan Document shall be and remain in full force and effect as originally written, and shall constitute the legal, valid, binding and enforceable obligations of the Borrower to the Agent and Lenders. The relationship of the Agent and Lenders, on the one hand, and the Borrower, on the other hand, has been and shall continue to be, at all times, that of creditor and debtor and not as joint venturers or partners. Nothing contained in this Amendment, any instrument, document or agreement delivered in connection herewith or in the Loan Agreement or any of the other Loan Documents shall be deemed or construed to create a fiduciary relationship between or among the parties.

10. Expenses. The Borrower shall pay the Agent all of its actual, documented and reasonable costs and expenses in connection with the preparation, negotiation, execution and enforcement of this Amendment in accordance with the Loan Agreement (including, without limitation, all actual, documented and reasonable fees, expenses and disbursements of counsel to the Agent).

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11. Miscellaneous. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. California law governs this Amendment, without regard to principles of conflicts of law. This Amendment embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties with respect to the subject matter hereof. Time is of the essence of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the Effective Date.

BORROWER:

TRANSGENOMIC, INC.
By:	/s/ Paul Kinnon
Name:	Paul Kinnon
Title:	CEO & President
AGENT:
THIRD SECURITY SENIOR STAFF 2008 LLC
As Agent for Lenders
By	/s/ Randal J. Kirk
Name:	Randal J. Kirk
Title:	Manager, Third Security, LLC, which is
	the Manager of Third Security Senior
	Staff 2008 LLC
LENDERS:
THIRD SECURITY SENIOR STAFF 2008 LLC
By	/s/ Randal J. Kirk
	Randal J. Kirk
	Manager, Third Security, LLC, which is the
	Manager of Third Security Senior Staff 2008 LLC
THIRD SECURITY STAFF 2010 LLC
By	/s/ Randal J. Kirk
	Randal J. Kirk
	Manager, Third Security, LLC, which is the
	Manager of Third Security Staff 2010 LLC
THIRD SECURITY INCENTIVE 2010 LLC
By	/s/ Randal J. Kirk
	Randal J. Kirk
	Manager, Third Security, LLC, which is the
	Manager of Third Security Incentive 2010 LLC

[Signature Page to Eighth Amendment]

EX-99.1

Exhibit 99.1

TRANSGENOMIC ANNOUNCES CONVERSION OF SERIES A AND B PREFERRED SECURITIES AND EXTENSION OF LOAN MATURITY DATE

Simplified Capital Structure Provides Financial Flexibility for Broad Commercialization

of ICE-COLD PCR™ in 2016

OMAHA, Neb. (January 11, 2016) -- Transgenomic, Inc. (NASDAQ: TBIO), a global biotechnology company advancing precision medicine through advanced diagnostic tests and clinical and research services, today announced that it has moved to simplify and strengthen its capital structure by entering into a conversion agreement with the holders of its outstanding Series A and Series B convertible preferred stock and by finalizing an amendment to its Loan and Security Agreement with affiliates of Third Security, LLC that extends the maturity date until November 2017.

Transgenomic’s President and Chief Executive Officer Paul Kinnon commented, “We believe that Third Security’s support evidenced by the conversion of the outstanding shares of Series A and Series B preferred stock will help simplify our equity structure and thereby position us for the growth we anticipate in the new year. The conversion of the preferred stock eliminates certain preferences. In 2015, we focused on building a strong foundation to support the commercialization of our broadly-enabling ICE COLD-PCR^™ technology, which should serve us well in our drive to accelerate its adoption and increase its use. We believe this revised equity structure is better aligned with our growth plans going forward.”

Conversion Agreement

Under the terms of the conversion agreement, the holders of Transgenomic’s Series A and Series B convertible preferred stock elected to convert all of the outstanding preferred shares, and all accrued and unpaid dividends on the preferred shares, into shares of Transgenomic’s common stock. In connection with the conversion, Transgenomic issued an aggregate of 6,780,179 shares of common stock to the preferred stockholders. Following this conversion, no shares of Series A or Series B convertible preferred stock remain outstanding. Further details regarding the conversion agreement are outlined in Transgenomic’s Current Report on Form 8-K filed today with the Securities and Exchange Commission.

Amendment to Loan Agreement

Additionally, Transgenomic entered into an amendment to its loan and security agreement with affiliates of Third Security, LLC, which, among other things, provides that the lenders will waive specified events of default, modifies certain covenants and extends the repayment and maturity dates to November 2017.

About Transgenomic

Transgenomic, Inc. is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through advanced diagnostic technologies, such as its revolutionary ICE COLD-PCR™ and its unique genetic tests provided through its Patient Testing business. Transgenomic also provides specialized clinical and research services to biopharmaceutical companies developing targeted therapies. Transgenomic’s diagnostic technologies are designed to improve medical diagnoses and patient outcomes.

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 relating to Transgenomic’s expectations with respect to the effect of the conversion of the preferred stock. 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, including in Transgenomic’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 15, 2015. 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, Transgenomic 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.

Contacts:

Media Contact

BLL Partners LLC

blindheim@bllbiopartners.com

Investor Contact

Transgenomic Investor Relations

investor.relations@transgenomic.com