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): September 30, 2011

WaferGen Bio-systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-136424	90-0416683
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7400 Paseo Padre Parkway Fremont, CA  94555	94555
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 651-4450

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 (seeGeneral 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 1.01.  Entry into a Material Definitive Agreement.

On September 30, 2011, WaferGen Bio-systems, Inc. (the “Company”) entered into an omnibus amendment (the “Omnibus Amendment”) to the convertible promissory notes (the “Notes”), dated May 27, 2011, in the aggregate face value of $15.275 million, issued to certain investors (the “Investors”) in a private placement.  In addition, the Company entered into a letter agreement (the “Termination Letter”) terminating the agreement (the “Cure Amount Side Letter Agreement”), dated May 27, 2011, between the Company, the Company’s directors and the Investors.  The Investors included, among others, (a) funds managed by Great Point Partners, LLC (“Great Point”), (b) funds managed by Deerfield Management, (c) a fund managed by Merlin Nexus, (d) Robert Coradini and Joel Kanter (and an affiliated entity), both directors of the Company, and  (e) The Shivji Family Trust, which is affiliated with Alnoor Shivji, the Company’s Chief Executive Officer, President and Chairman of the Board.

The Omnibus Amendment eliminated a section of the Notes that provided that in the event the Note holders were required, pursuant to the Cure Amount Side Letter, to convert their Notes into Series A-2 Convertible Preferred Stock of the Company in order to meet equity requirements to apply for, or maintain a listing on, a recognized exchange, the Notes, which may be converted at any time at the election of a holder into Series A-2 Preferred at a conversion price of $5.70 per share, could be converted at a lower price per share based on the trailing five-day weighted average market price of the Company’s common stock as of the last completed trading day immediately preceding the date of conversion, such that the Notes would be convertible into a higher number of shares of Series A-2 Convertible Preferred Stock.

The foregoing summary of the terms of the Omnibus Amendment, the Notes and the Termination Letter do not purport to be complete and are qualified in their entirety by the Omnibus Amendment, the Notes and the Termination Letter.  The Omnibus Amendment is attached hereto as Exhibit 10.1, the form of Note is attached hereto as Exhibit 10.2 and the Termination Letter is attached hereto as Exhibit 10.3, and all of such Exhibits are incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in Item 1.01 is hereby incorporated by reference to this Item 3.03.

Item 9.01. Financial Statements and Exhibits.

(d)        Exhibits.

Exhibit No.	Description
10.1	Omnibus Amendment No. 1 to Convertible Promissory Notes, dated as of September 30, 2011, by and among WaferGen Bio-systems, Inc. and the investors signatory thereto
10.2	Form of Note*
10.3	Termination Letter, dated as of September 30, 2011, by and among WaferGen Bio-systems, Inc. and the parties signatory thereto

*Incorporated by reference to the Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 1, 2011.

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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.

	WaferGen Bio-systems, Inc.
Date: October 6, 2011	By:	/s/ Alnoor Shivji
		Alnoor Shivji
		Chairman, President and Chief Executive Officer

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EX-10.1

OMNIBUS AMENDMENT NO. 1

 TO CONVERTIBLE PROMISSORY NOTES

THIS OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (this “Amendment”), dated as of September 30, 2011, by and among WAFERGEN BIO-SYSTEMS, INC., a Nevada corporation (the “Borrower”), and the other signatories hereto (such other signatories collectively, the “Holder Signatories,” and each, a “Holder Signatory”).

W I T N E S S E T H:

WHEREAS, reference is made to (i) that certain Purchase Agreement, dated as of May 25, 2011 (the “Purchase Agreement”) by and among the Borrower and the investors named in the Schedule I attached thereto (including, among others, the Holder Signatories) and (ii) each of those certain Convertible Promissory Notes Due November 27, 2014 (collectively, the “Notes,” and each, a “Note”), issued pursuant to the Purchase Agreement on May 27, 2011 by the Borrower to the holders (collectively, the “Holders,” and each, a “Holder”) listed on Exhibit A hereto in the original principal amounts set forth on such Exhibit A (which such Exhibit A is incorporated herein by reference and made a part hereof);

WHEREAS, the parties have determined that the deletion of the provisions in Section 7(c)(vii) of the Notes may facilitate a future potential listing of the Borrower on a securities exchange; and

WHEREAS, the parties hereto wish to amend each of the Notes to delete such Section 7(c)(vii) of each of the Notes;

WHEREAS, pursuant to Section 5 of each of the Notes such amendment may be effected by the Borrower and the Required Holders (as defined in such Section 5) and any such amendment so effected shall be binding upon the Borrower and the Holder of each Note;

WHEREAS, the Holder Signatories constitute the Required Holders for purposes of such amendment;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound and to legally bind the Holder of each Note, hereby agree as follows:

SECTION 1.                      Amendment of the Notes.  Each of the Notes is hereby amended to delete in its entirety Section 7(c)(vii) thereof and to renumber the immediately following sections (viii) and (ix) as (vii) and (viii) respectively.

SECTION 2.                      Notice of Amendment.  The Borrower shall give each Holder notice of this Amendment along with a copy hereof in accordance with the notice provisions of Section 16 of the Notes.  For the avoidance of doubt, the parties hereto agree that the effectiveness of this Amendment is not conditioned upon the giving of such notice.

SECTION 3.                      Effect of Amendment.  Except as expressly modified in this Amendment, all of the terms, provisions and conditions of each of the Notes shall remain unchanged and in full force and effect and each of the Notes is hereby ratified and confirmed and shall remain in full force and effect according to its terms.  Except as expressly set forth in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power, claim (whether currently known or unknown) or remedy of any Holder under any Note or under any of the other Transaction Agreements (as defined in the Purchase Agreement), nor constitute a waiver of any provision of any Note or any other Transaction Agreement.  This Amendment shall not constitute a course of dealing with any Holder Signatory or any other Holder at variance with any Note or any other Transaction Agreement except as expressly set forth herein.  The Borrower acknowledges and expressly agrees that each Holder (i) reserves the right to, and does in fact, require strict compliance with all terms and provisions of the Note issued to such Holder and each other Transaction Agreement and (ii) reserves the right to assert any claim (whether currently known or unknown) pursuant to such Note or any other Transaction Agreement.

SECTION 4.                      Headings.  The headings in this Amendment are solely for convenience and will not be given any effect in the construction or interpretation of this Agreement.

SECTION 5.                      Counterparts.  This Amendment may be executed in one or more counterparts, which may be delivered by facsimile transmission, each of which will be deemed an original and all of which will constitute one and the same Amendment.

SECTION 6.                      Successors.  This Amendment shall be binding upon and shall inure to the benefit of the Borrower, the Holders and their respective successors and permitted assigns, if any.

SECTION 7.                      GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITH SUCH STATE, EXCEPT TO THE EXTENT THE GENERAL CORPORATIONS LAW OF THE STATE OF NEVADA SHALL APPLY.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

BORROWER:
WAFERGEN BIO-SYSTEMS, INC.
By:	/s/ Alnoor Shivji
	Name:	Alnoor Shivji
	Title:	Chief Executive Officer

[FIRST SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTES]

HOLDER SIGNATORIES:
BIOMEDICAL VALUE FUND, L.P. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

BIOMEDICAL INSTITUTIONAL VALUE FUND, L.P. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

BIOMEDICAL OFFSHORE VALUE FUND, LTD. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

WS INVESTMENTS III, LLC By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

DAVID J. MORRISON By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

[SECOND SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTES]

CLASS D SERIES OF GEF-PS, L.P. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

LYRICAL MULTI-MANAGER FUND, L.P. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

[THIRD SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTES]

DEERFIELD SPECIAL SITUATION FUND, L.P.
By:	Deerfield Capital, L.P.
	General Partner
	By:	J.E. Flynn Capital, LLC
		General Partner
		By:	/s/ James E. Flynn
			Name:	James E. Flynn
			Title:	President

DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
By:	/s/ James E. Flynn
	Name:	James E. Flynn
	Title:	Director

DEERFIELD PRIVATE DESIGN FUND II, L.P.
By:	Deerfield Capital, L.P.
	General Partner
	By:	J.E. Flynn Capital, LLC
		General Partner
		By:	/s/ James E. Flynn
			Name:	James E. Flynn
			Title:	President

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
By:	Deerfield Capital, L.P.
	General Partner
	By:	J.E. Flynn Capital, LLC
		General Partner
		By:	/s/ James E. Flynn
			Name:	James E. Flynn
			Title:	President

[FOURTH SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTES]

THE SHIVJI FAMILY TRUST DATED JUNE 12, 2000
By:	/s/ Alnoor Shivji
	Name:	Alnoor Shivji
	Title:	Trustee

[FIFTH SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTES]

EX-10.3

Dated:   September 30, 2011

To: WaferGen Bio-systems, Inc.

7400 Paseo Padre Parkway

Fremont, CA  94555

Attention:  Don Huffman, Chief Financial Officer

Dear Don,

Reference is made to that certain letter agreement (the “Letter Agreement”), dated May 27, 2011, from the Investors who have executed the signature pages thereto (collectively, the “Investors”) and certain other undersigned individuals (collectively, the “Management Members”) to WaferGen Bio-systems, Inc. (the “Company”).

Subject to the Company’s agreement hereto by its execution of this letter below where indicated, the Investors and the Management Members agree with each other and the Company that the Letter Agreement shall be terminated, effective as of the date hereof.

The parties hereto agree that in case, at any time after the date hereof, any further action is necessary or desirable to carry out the purposes and intent of this letter, the parties will take such further action as any party or parties may reasonably request.  This letter may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this letter, and any telecopy or other facsimile transmission of any signature shall be deemed an original.  This letter shall be binding upon each party’s successors and assigns.

Please confirm your agreement with the foregoing by signing and returning to Great Point Partners, LLC the duplicate copy of this letter agreement enclosed herewith.

Very truly yours,
INVESTORS:
Great Point Partners, LLC
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

BIOMEDICAL VALUE FUND, L.P. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

BIOMEDICAL INSTITUTIONAL VALUE FUND, L.P. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

BIOMEDICAL OFFSHORE VALUE FUND, LTD. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

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WS INVESTMENTS III, LLC By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

DAVID J. MORRISON By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

CLASS D SERIES OF GEF-PS, L.P. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Managing Director

LYRICAL MULTI-MANAGER FUND, L.P. By:  Great Point Partners, LLC, its investment manager
By:	/s/ David E. Kroin
	Name:	David E. Kroin
	Title:	Title:  Managing Director

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DEERFIELD SPECIAL SITUATION FUND, L.P.
By:	Deerfield Capital, L.P.
	General Partner
	By:	J.E. Flynn Capital, LLC
		General Partner
		By:	/s/ James E. Flynn
			Name:	James E. Flynn
			Title:	President

DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
By:	/s/ James E. Flynn
	Name:	James E. Flynn
	Title:	Director

DEERFIELD PRIVATE DESIGN FUND II, L.P.
By:	Deerfield Capital, L.P.
	General Partner
	By:	J.E. Flynn Capital, LLC
		General Partner
		By:	/s/ James E. Flynn
			Name:	James E. Flynn
			Title:	President

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
By:	Deerfield Capital, L.P.
	General Partner
	By:	J.E. Flynn Capital, LLC
		General Partner
		By:	/s/ James E. Flynn
			Name:	James E. Flynn
			Title:	President

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THE SHIVJI FAMILY TRUST DATED JUNE 12, 2000
By:	/s/ Alnoor Shivji
	Name:	Alnoor Shivji
	Title:	Trustee

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COMPANY MANAGEMENT:
	/s/ Alnoor Shivji
	Name:	Alnoor Shivji

/s/ Robert Coradini
Name:	Robert Coradini

/s/ Robert Hariri
Name:	Dr. Robert J. Hariri

/s/ Dean Hautamaki
Name:	Dr. R. Dean Hautamaki

/s/ Makoto Kaneshiro
Name:	Makoto Kaneshiro

/s/ Joel Kanter
Name:	Joel Kanter

/s/ Timothy Triche
Name:	Dr. Timothy Triche

Accepted and agreed: WaferGen Bio-systems, Inc.
By:	/s/ Alnoor Shivji
	Name:	Alnoor Shivji
	Title:	Chief Executive Officer
	cc:	Morrison & Foerster LLP
		425 Market Street
		San Francisco, CA  94105
		Attention:  John M. Rafferty, Esq.

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