8-K

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):  December 2, 2013

Tengion, Inc.

(Exact name of registrant as specified in its charter)

001-34688

(Commission File Number)

Delaware	20-0214813
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation)

3929 Westpoint Blvd., Suite G

Winston-Salem, NC 27103

(Address of principal executive offices, with zip code)

(336) 722-5855

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 2, 2013, Tengion, Inc. (the “Company”) issued notices (the “Notices”) to the holders (the “2012 Investors”) of senior secured notes issued on October 2, 2012 and to the holders (the “2013 Investors” and together with the 2012 Investors, the “Investors” and each, an “Investor”) of senior secured notes issued on June 28, 2013 stating that the Company plans to issue shares of common stock (the “Shares”), $0.001 par value per share (the “Common Stock”), or warrants to purchase Common Stock for nominal consideration (the “Warrants”), to the 2012 Investors in satisfaction of $380,117.37 in interest payments and to the 2013 Investors in satisfaction of $473,306.28, each due on January 2, 2014.  The Shares will be freely tradable.  The Company would issue the Warrants if the issuance of Common Stock would result in an Investor owning more than 9.985% of the total number of outstanding shares of Common Stock of the Company.  The Warrants would become exercisable only to the extent that an exercise would not result in an Investor’s ownership exceeding the aforementioned 9.985% ownership limitation. The Shares will be issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the regulations promulgated thereunder.  All of the Investors are either accredited investors (as defined in the Securities Act) or are located outside of the United States and no public solicitation will be involved in connection with the issuance of the Shares.

The foregoing description of the Notices is qualified in its entirety by reference thereto, which are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1	Share Issuance Notice delivered to the holders of senior secured notes issued on October 2, 2012, dated December 2, 2013
99.2	Share Issuance Notice delivered to the holders of senior secured notes issued on June 28, 2013, dated December 2, 2013

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.

	TENGION, INC.
Date:  December 3, 2013	By: /s/ A. Brian Davis
	A. Brian Davis
	Chief Financial Officer and Senior Vice President, Finance

Exhibit Index

Exhibit No. Description

99.1	Share Issuance Notice delivered to the holders of senior secured notes issued on October 2, 2012, dated December 2, 2013
99.2	Share Issuance Notice delivered to the holders of senior secured notes issued on June 28, 2013, dated December 2, 2013

EX-99.1

Exhibit 99.1

A. Brian Davis Chief Financial Officer Senior Vice President, Finance
	Tengion, Inc. 3929 Westpoint Blvd., Suite G Winston-Salem, NC 27103
December 2, 2013
Re: Notice of Intent to Issue Stock for Interest Payment (via e-mail)	tel: (336) 201-0155 fax: (336) 722-2436 brian.davis@tengion.com

Dear Lenders,

Pursuant to Section 2.9 of the Facility Agreement dated October 2, 2012 and as amended on February 14, 2013, by and between Tengion, Inc. (the “Company”) and the lenders party thereto (the “Facility Agreement”), subject to certain limitations, the Company may elect to satisfy its obligation to pay any accrued and unpaid interest on the Notes by the issuance of Freely Tradeable Common Stock or Interest Warrants.  This letter serves as notice, in accordance with Section 2.9(b) of the Facility Agreement, of the Company’s intent to exercise its right to satisfy its obligation to pay interest on the Notes in the aggregate amount of $380,117.37, due on January 2, 2014, by the issuance of Freely Tradeable Common Stock (the “Interest Shares”) or Interest Warrants.  Please note that the Company will need your cooperation prior to January 2, 2014 to determine each Lender’s holdings of Common Stock, as this information will be used to determine how many, if any, Interest Warrants will be issued to each Lender.

If you would like your Interest Shares DWAC’ed to a broker account, please provide Will Michener (william.michener@ropesgray.com) at Ropes & Gray LLP with DWAC instructions no later than December 27, 2013.  Alternatively, if you have previously provided DWAC instructions and would like to use those instructions again, please let Mr. Michener know by December 27, 2013.  The Interest Shares will be held on the books of the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, if Mr. Michener does not receive DWAC instructions by December 27, 2013.

In reliance on the continuing representations made by each Lender under Section 2.9 of the Facility Agreement, Ropes & Gray LLP will provide the instruction letter necessary to transfer the Interest Shares.  If these representations are no longer true, please provide written notice to the Company and Ropes & Gray LLP, as is required by Section 2.9 of the Facility Agreement.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Facility Agreement.

Please do not hesitate to contact me if you have any questions.

Sincerely,

A. Brian Davis

Chief Financial Officer and Senior Vice President, Finance

EX-99.2

Exhibit 99.2

A. Brian Davis Chief Financial Officer Senior Vice President, Finance
	Tengion, Inc. 3929 Westpoint Blvd., Suite G Winston-Salem, NC 27103
December 2, 2013
Re: Notice of Intent to Issue Stock for Interest Payment (via e-mail)	tel: (336) 201-0155 fax: (336) 722-2436 brian.davis@tengion.com

Dear Lenders,

Pursuant to Section 2.9 of the Facility Agreement dated June 28, 2013, by and between Tengion, Inc. (the “Company”) and the lenders party thereto (the “Facility Agreement”), subject to certain limitations, the Company may elect to satisfy its obligation to pay any accrued and unpaid interest on the Notes by the issuance of Freely Tradeable Common Stock or Interest Warrants.  This letter serves as notice, in accordance with Section 2.9(b) of the Facility Agreement, of the Company’s intent to exercise its right to satisfy its obligation to pay interest on the Notes in the aggregate amount of $473,306.28, due on January 2, 2014, by the issuance of Freely Tradeable Common Stock (the “Interest Shares”) or Interest Warrants.  Please note that the Company will need your cooperation prior to January 2, 2014 to determine each Lender’s holdings of Common Stock, as this information will be used to determine how many, if any, Interest Warrants will be issued to each Lender.

If you would like your Interest Shares DWAC’ed to a broker account, please provide Will Michener (william.michener@ropesgray.com) at Ropes & Gray LLP with DWAC instructions no later than December 27, 2013.  Alternatively, if you have previously provided DWAC instructions and would like to use those instructions again, please let Mr. Michener know by December 27, 2013.  The Interest Shares will be held on the books of the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, if Mr. Michener does not receive DWAC instructions by December 27, 2013.

In reliance on the continuing representations made by each Lender under Section 2.9 of the Facility Agreement, Ropes & Gray LLP will provide the instruction letter necessary to transfer the Interest Shares.  If these representations are no longer true, please provide written notice to the Company and Ropes & Gray LLP, as is required by Section 2.9 of the Facility Agreement.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Facility Agreement.

Please do not hesitate to contact me if you have any questions.

Sincerely,

A. Brian Davis

Chief Financial Officer and Senior Vice President, Finance