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): August 27, 2013

WaferGen Bio-systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53252	90-0416683
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7400 Paseo Padre Parkway, Fremont, CA	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 (see General Instruction A.2. below):

¨ 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.

Exchange Agreement

On August 27, 2013, WaferGen Bio-systems, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”), with the investors (the “Investors”) party to a Purchase Agreement with the Company dated as of May 25, 2011 (the “Purchase Agreement”).  Pursuant to the Purchase Agreement the Company previously issued to the Investors (i) certain shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series A-1 Preferred Shares”), (ii) certain Convertible Promissory Notes (the “Convertible Notes”) convertible into shares of Series A-2 Convertible Preferred Stock, par value $0.001 per share of the Company (the “Series A-2 Preferred Shares” and, together with the Series A-1 Preferred Shares, the “Series A Preferred Shares”) and (iii) certain Warrants (the “2011 Warrants” and together with the Series A-1 Preferred Shares and the Convertible Notes, the “2011 Securities”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).

Pursuant to the Exchange Agreement, the Investors agreed to exchange (the “Exchange”) all their 2011 Securities for shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), shares of newly designated Series 1 Convertible Preferred Stock, par value $0.001 per share (the “Series 1 Preferred Shares”), and warrants to purchase shares of Common Stock (the “Exchange Warrants”).  In the aggregate, the Company exchanged Series A-1 Preferred Shares with a liquidation preference of approximately $17.1 million, Convertible Notes with a principal amount of approximately $17.1 million and 2011 Warrants exercisable for 565,180 post-split shares of Common Stock for 2,987 Series 1 Preferred Shares, 1,067,317 shares of Common Stock and Exchange Warrants exercisable for 2,369,000 shares of Common Stock.

The transactions contemplated by the Exchange Agreement occurred after giving effect to the reverse split of the Common Stock described below in Item 5.03 of this Current Report on Form 8-K.

After giving effect to the Exchange, the Company retired the Series A-1 Preferred Shares subject to the Exchange and no Series A Preferred Shares remained issued and outstanding and none will be issued in the future.

In connection with the Exchange Agreement, the Company and the Investors entered into a Registration Rights Agreement dated as of August 27, 2013 (the “Registration Rights Agreement”), pursuant to which the Company agreed to register under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock sold pursuant to the Exchange Agreement, the shares of Common Stock to be issued upon the conversion of the Series 1 Preferred Shares and the shares of Common Stock to be issued upon the exercise of the Exchange Warrants.

The Exchange Warrants are exercisable at any time within five years from August 27, 2013 at an initial exercise price of $2.60 per share with cashless exercise.  The exercise price for the Exchange Warrants is subject to adjustment for splits, recapitalizations, reorganizations and similar events.

Promissory Note Owing to Malaysian Subsidiary

On August 27, 2013, the Company issued promissory notes (the “Malaysia Notes”) in favor of the Company’s subsidiary WaferGen Biosystems (M) Sdn. Bhd., a company organized under the laws of Malaysia (“WGBM”).  The Malaysia Notes were issued in consideration of WGBM’s cancellation of the Company’s obligations under a term loan owing to WGBM which, as of June 30, 2013 had an outstanding loan balance of approximately $5.3 million.  The Malaysia Notes have a seven-year term and require a single balloon payment of $6.6 million at the end of the seven-year term.

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

See Item 1.01 of this Current Report on Form 8-K under the subheading “Promissory Notes Owing to Malaysian Subsidiary” with respect to the Malaysia Notes, which information is incorporated by reference.

Item 3.02.  Unregistered Sales of Equity Securities.

Exchange Agreement

See Item 1.01 of this Current Report on Form 8-K under the subheading “Exchange Agreement” with respect to the Exchange Agreement and the securities issued in connection therewith, which information is incorporated by reference. The new securities issued to the Investors pursuant to the Exchange Agreement were issued in accordance with Section 4(2) under the Securities Act and Rule 506 of Regulation D.

Item 5.03.  Amendments to Articles of Incorporation; Change in Fiscal Year.

Reverse Split

As previously reported, at a Special Meeting of Stockholders of the Company held on May 30, 2013, the holders of a majority of the shares of the Common Stock approved a proposal to grant discretionary authority to the Board of Directors to amend the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the outstanding shares of Common Stock of the Company, at any time within one year after stockholder approval is obtained, by a ratio of not less than one-for-ten and not more than one-for-100, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors in its sole discretion.

On August 26, 2013, the Company filed with the Secretary of State of the State of Nevada a certificate of amendment (the “Certificate of Amendment”) to its articles of incorporation, which Certificate effectuated as of August 27, 2013 at 1:01 p.m. Pacific Time (the “Effective Time”) the proposed reverse stock split by a ratio of one-for-99.39 (the “Reverse Split”).  At the Effective Time, every 99.39 outstanding shares of Common Stock became one share of Common Stock.  No fractional shares were, or shall be, issued in connection with the Reverse Split. A stockholder who would otherwise be entitled to receive a fractional share of Common Stock will be entitled to receive one whole share of Common Stock.  The Reverse Split did not change the number of shares of common or preferred stock that the Company is authorized to issue, or the par value of the Company’s common or preferred stock.

On August 27, 2013, the Company received approval from the Financial Industry Regulatory Authority (“FINRA”) to effectuate the Reverse Split in the market at the open of business on August 28, 2013.  At such time, the Company’s Common Stock will have a new CUSIP number, 93041P 209, and its trading symbol will temporarily change to “WGBSD”.  The added “D” will remain for 20 business days after which the Company’s trading symbol will revert back to “WGBS”.

The Reverse Split resulted in a proportionate adjustment to the per share exercise price and the number of shares of Common Stock issuable upon the exercise of outstanding stock options and the vesting of restricted awards, as well as the number of shares of Common Stock eligible for issuance under the Company’s 2008 Stock Incentive Plan.

Series 1 Certificate of Designation

On August 27, 2013, the Company filed the Certificate of Designation for the Series 1 Preferred Shares (the “Series 1 Certificate of Designation”) with the Secretary of State of the State of Nevada.  The Series 1 Certificate of Designation provides for the issuance of up to 3,663 shares of Series 1 Preferred Shares. Holders of Series 1 Preferred Shares are entitled to be paid a liquidation preference equal to $0.001 per share.

The Series 1 Certificate of Designation provides, among other things, that the Company shall not pay any dividends on shares of Common Stock (other than dividends in the form of Common Stock) unless and until such time as it pays dividends on each Series 1 Preferred Share on an as-converted basis.  Other than as set forth in the previous sentence, the Series 1 Certificate of Designation provides that no other dividends shall be paid on Series 1 Preferred Shares and that the Company shall pay no dividends (other than dividends in the form of Common Stock) on shares of Common Stock unless it simultaneously complies with the previous sentence.

With certain exceptions, as described in the Series 1 Certificate of Designation, the Series 1 Preferred Shares have no voting rights. However, as long as any shares of Series 1 Preferred remain outstanding, the Series 1 Certificate of Designation provides that the Company shall not, without the affirmative vote of holders of not less than 67% of the then outstanding Series 1 Preferred Shares, (a) alter or change adversely the powers, preferences or rights given to the Series 1 Preferred Shares or alter or amend the Series 1 Certificate of Designation, (b) increase the number of authorized shares of Series 1 Preferred Shares, (c) effect a stock split or reverse stock split of the Series 1 Preferred Shares or any like event, or (d) enter into any agreement with respect to any of the foregoing.

Each Series 1 Preferred Share is convertible at any time at the holder’s option into a number of shares of Common Stock equal to $10,000 per share, plus an amount equal to any accrued (whether or not declared) or declared, but unpaid, dividends on such share (the “Stated Value”), divided by the Conversion Price (the “Conversion Ratio”).  The “Conversion Price” is initially $3.9756, subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations.  Additionally, the Series 1 Certificate of Designation requires each holder to automatically convert its Series 1 Preferred Shares on November 15, 2013 and on each May 15 and November 15 thereafter to the fullest extent such conversion may be effected without causing such holder’s beneficial ownership of Common Stock to exceed the Beneficial Ownership Limitation (defined below).  Notwithstanding the foregoing, the Series 1 Certificate of Designation further provides that the

Company shall not effect any conversion of Series 1 Preferred Shares, with certain exceptions, to the extent that, after giving effect to an attempted conversion, the holder of Series 1 Preferred Shares (together with such holder’s affiliates, and any other person whose beneficial ownership of common stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the applicable regulations thereunder, including any “group” of which the holder is a member) would beneficially own a number of shares of common stock in excess of 9.98% of the shares of Common Stock then outstanding.

Certificate of Withdrawal with respect to Series A Preferred Shares

On August 27, 2013, the Company filed with the Secretary of State of the State of Nevada a Certificate of Withdrawal (the “Certificate of Withdrawal”), pursuant to which the Certificate of Designation of the Series A Preferred Shares was withdrawn.

The foregoing descriptions of the Reverse Split, the Exchange, the Exchange Agreement, the securities to be issued in connection with the Exchange, the Registration Rights Agreement, the Certificate of Amendment, the Series 1 Certificate of Designation, the Certificate of Withdrawal and the Malaysia Notes do not purport to be complete and are qualified in their entirety by reference to the complete texts of such certificates, agreements and instruments, as applicable, which are attached as exhibits hereto and are incorporated herein.

Item 8.01.  Other Events.

A copy of the press release announcing the Reverse Split, the Exchange, the Malaysia Notes and related transactions is attached hereto as Exhibit 99.1.  The information contained in this Current Report on Form 8-K and in the press release is being disclosed pursuant to and in accordance with Rule 135c under the Act.

Item 9.01.  Financial Statements and Exhibits.

(d)        Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company
3.2	Certificate of Designation of the Series 1 Convertible Preferred Stock
3.3	Certificate of Withdrawal of Certificate of Designation of the Series A-1 Convertible Preferred Stock and the Series A-2 Convertible Preferred Stock
4.1	Form of Warrant to purchase shares of Common Stock of the Company, issued August 27, 2013, to investors in the Company’s August 2013 exchange offering
10.1	Exchange Agreement dated August 27, 2013
10.2	Registration Rights Agreement dated August 27, 2013
99.1	Press Release of the Company dated August 27, 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.

	WaferGen Bio-systems, Inc.
Date: August 27, 2013	By:	/s/ JOHN HARLAND
		John Harland
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company
3.2	Certificate of Designation of the Series 1 Convertible Preferred Stock
3.3	Certificate of Withdrawal of Certificate of Designation of the Series A-1 Convertible Preferred Stock and the Series A-2 Convertible Preferred Stock
4.1	Form of Warrant to purchase shares of Common Stock of the Company, issued August 27, 2013, to investors in the Company’s August 2013 exchange offering
10.1	Exchange Agreement dated August 27, 2013
10.2	Registration Rights Agreement dated August 27, 2013
99.1	Press Release of the Company dated August 27, 2013

EX-3.1

EXHIBIT 3.1

Please refer to ex_3-1.pdf

EX-3.2

    ex_3-2.htm
    
    
    

EX-3.3

    ex_3-3.htm
    
    
    

EX-4.1

EX-10.1

EXHIBIT 10.1

EXCHANGE AGREEMENT

WAFERGEN BIO-SYSTEMS, INC.

THIS EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of August 27, 2013 by and among WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), and the investors listed on the signature pages hereto (collectively, the “Investors” and each, an “Investor”).

STATEMENT OF PURPOSE

The Company issued (i) certain shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series A-1 Preferred Shares”), (ii) certain Convertible Promissory Notes convertible into shares of Series A-2 Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Convertible Notes”) and (iii) certain Warrants to purchase shares of Common Stock, par value $0.001 per share, of the Company (the “2011 Warrants”, and together with the Series A-1 Preferred and the Convertible Notes, the “2011 Securities”) to the Investors pursuant to a Purchase Agreement dated as of May 25, 2011 (as amended, restated, supplemented or modified from time to time, the “Purchase Agreement”).  In order to facilitate future investments by outside investors, the Company and the Investors desire that the Investors exchange all of their outstanding 2011 Securities for shares of Common Stock, par value $0.001 (the “Common Stock”), shares of Series 1 Preferred Stock, par value $0.001 per share, having the rights, preferences and privileges set forth in the Certificate of Designation in substantially the form set forth on Exhibit A hereto (the “Series 1 Preferred Shares”) and warrants to purchase shares of Common Stock in substantially the form set forth on Exhibit B hereto (the “2013 Warrants”), as set forth on Schedule 1 hereto (collectively, the “Exchange Securities”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.           Exchange of 2011 Securities.

(a)           Subject to the terms and conditions set forth in this Agreement, each Investor agrees to deliver to the Company such Investor’s original Series A-1 Preferred Share certificate(s), Convertible Note(s) and 2011 Warrants in exchange for the issuance by the Company of the Exchange Securities set forth on Schedule 1 hereto (the “Exchange” and the date of the Exchange the “Effective Date”).

(b)           From and after the effective time of the Exchange (the “Effective Time”), all 2011 Securities shall be deemed cancelled and exchanged for, and shall thereafter only represent, the right to receive the Exchange Securities set forth on Schedule 1 hereto.

(c)           On the Exchange Date, (i) each Investor shall deliver its Series A-1 Preferred Share certificate(s), Convertible Note(s) and 2011 Warrants to the Company and (ii) the Company shall deliver to such Investor certificates representing the shares of Common Stock and Series 1 Preferred Shares 2013 Warrants due to such Investor hereunder.

2.           Representations and Warranties of Investors.  Each Investor, on a several and not joint basis and solely with respect to itself, hereby represents and warrants to the Company and each other Investor as of the date of this Agreement and immediately prior to the Effective time as follows:

(a)           Such Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly authorized, executed and delivered

by such Investor and is valid, binding and enforceable against such Investor in accordance with its terms, except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws relating to or affecting creditors’ rights generally or by general principles of equity.

(b)           Such Investor’s execution and delivery of this Agreement and the performance of such Investor’s obligations hereunder do not and will not (i) conflict with, violate or result in any default under any mortgage, indenture, agreement, instrument or other contract to which such Investor is a party or by which Investor or its property is bound, (ii) violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which such Investor is subject, (iii) result in the imposition of any lien or encumbrance on any of such Investor’s 2011 Securities (other than as provided hereunder) or (iv) require the prior consent of, or any prior filing with or notice to, any governmental authority or third party.

(c)           Such Investor is the sole owner of the 2011 Securities tendered for exchange under this Agreement, as reflected on Schedule 1 hereto, free and clear of any pledges, liens, security interests, claims or other encumbrances of any kind (other than those arising under the Purchase Agreement or applicable securities laws).

(d)           Such Investor is an “accredited investor” for purposes of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Exchange Securities issued to such Investor for its own account for investment and not for the benefit or account of any other person or entity and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Exchange Securities for any minimum or other specific term and reserves the right to dispose of the Exchange Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

(e)           Such Investor, individually and/or together with its professional advisors, has such knowledge and experience in financial business matters that it is capable of evaluating the merits and risks of the transactions contemplated hereby.  Such Investor acknowledges that the investment in the Exchange Securities involves a high degree of risk, and that such Investor has determined that it is suitable for it to participate in the transactions contemplated hereby.

(f)           Such Investor acknowledges that the Exchange Securities have not been registered under the Securities Act or any state or foreign securities laws and that the Exchange Securities may not be sold, transferred, offered for sale, pledged hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and is registered under any applicable state or foreign securities laws or pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities laws.  The Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Exchange Securities, and on requirements related to the Company which are outside the Investor’s control, and which the Company is under no obligation and may not be able to satisfy.

3.           Representations and Warranties of the Company.  The Company has delivered to each Investor concurrently herewith a Disclosure Schedule (the “Disclosure Schedule”) that corresponds to the section numbers of the following representations and warranties. The Company hereby represents and warrants to each Investor as of the date of this Agreement and immediately prior to the Effective Time as follows:

2

(a)           The Company is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Nevada, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  Each of the Company and its Subsidiaries (as defined below) has all requisite power and authority to own and operate its properties and assets and to carry on its business as currently conducted and proposed to be conducted. Each of the Company and its Subsidiaries is duly qualified to transact business in each jurisdiction in which the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business, properties, financial condition or results of operation of the Company and its Subsidiaries in the aggregate (a “Material Adverse Effect”).  The execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement, of even date hereto, among the Company and the Investors (the “Registration Rights Agreement”), the 2013 Warrants and the Certificate of Designation of Preferences, Rights and Limitations of Series 1 Preferred Shares, substantially in the form of Exhibit A hereto  (the “Certificate of Designation”, and collectively with this Agreement, the 2013 Warrants and the Registration Rights Agreement, the “Transaction Documents”), and the other transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company.  The Transaction Documents constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights, or the availability of equitable remedies.

(b)           The Company’s execution and delivery of this Agreement and the other Transaction Documents and the performance of the Company’s obligations hereunder or thereunder do not and will not (i) conflict with the Amended and Restated Articles of Incorporation or Bylaws of the Company, (ii) violate any statute, law, ordinance, rule or regulation, applicable to the Company or any of its properties or assets, (iii) require any consent or approval of, or filing with or notice to, any public body or authority, domestic or foreign, under any provision of law applicable to the Company, or (iv) require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of, any obligation of the Company or result in the creation or imposition of any lien upon any properties, assets or business of the Company under, any lease, contract or other agreement to which the Company is a party, or any order, judgment or decree to which the Company is a party or by which the Company or any of its assets or properties is bound or encumbered (other than the filing with the Securities and Exchange Commission (the “Commission”) of one or more registrations statements in accordance with the requirements of the Registration Rights Agreement, the Certificate of Designation and a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, a Form D with the Commission and any other filings as may be required by the Financial Industry Regulatory Authority (“FINRA”)).

(c)           Exhibit C-1 sets forth, as of the time immediately prior to the Effective Time, (a) the authorized capital stock of the Company and (b) the number of issued and outstanding shares of each class of the authorized capital stock of the Company.  All such issued and outstanding stock of the Company has been duly authorized, is validly issued, fully paid, and non-assessable.  Exhibit C-2 sets forth, immediately following the Effective Time, (a) the authorized capital stock of the Company and (b) the number of issued and outstanding shares of each class of the authorized capital stock of the Company.  All such issued and outstanding stock of the Company has been duly authorized, is validly issued, fully paid, and non-assessable.

(d)           The Series 1 Preferred Shares are duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any lien, levy, charge, assessment, assignment, pledge, security interest, encumbrance, right of first refusal,

3

preemptive right or other restriction (collectively, “Liens”) imposed by the Company.  The 2013 Warrants are duly authorized and shall be delivered to the Investors free and clear of any Liens.  The shares of Common Stock issuable upon (i) the conversion of the Series 1 Preferred Stock (the “Preferred Conversion Shares”) and (ii) the exercise of the 2013 Warrants (the “Warrant Shares” and, together with the Preferred Conversion Shares, the “Conversion Shares”), are duly authorized and, when issued in accordance with the terms of the Certificate of Designation or the Warrant, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens.

(e)           The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, which was filed untimely September 12, 2011.  As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f)           Except as disclosed in the SEC Reports, there are no actions, suits, proceedings or investigations pending or, to the best of the Company’s knowledge, threatened before any court, administrative agency or other governmental body against the Company or its Subsidiaries (as defined below) which question the validity of the Transaction Agreements, or the right of the Company to enter into any of them, or to consummate the transactions contemplated hereby or thereby, or which would reasonably be expected to have a Material Adverse Effect.  The Company is not a party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which would reasonably be expected to have a Material Adverse Effect.

(g)           Neither the Company nor any of its Subsidiaries (as defined below) is in violation or default of any provision of its Articles of Incorporation, Bylaws or other organization documents, each as in effect immediately prior to the Effective Time.  Except as disclosed in the Company’s public filings with the Commission or Section 3(g) of the Disclosure Schedule, the Company is not in violation or default of any provision of any material instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by which it or any of its properties or assets are bound which would reasonably be expected to have a Material Adverse Effect. The Company is not in violation or default of any provision of any federal, state or local statute, rule or governmental regulation which would reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the other Transaction Agreements, the consummation of the Exchange and this issuance of the shares of Common Stock issuable upon conversion of the Series 1 Preferred or upon exercise of the 2013 Warrants will not result in any of the foregoing violations or defaults, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision (other than any consents or waivers that have been obtained), or result in the creation of any Lien upon any of the properties or assets of the Company pursuant to any such provision.

(h)           Except as disclosed in the SEC Reports, the Company has no direct or indirect subsidiaries (“Subsidiaries”).  Except as disclosed in the SEC Reports, the Company owns, directly or

4

indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all Liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of any Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

(i)           Each indenture, contract, lease, mortgage, deed of trust, note agreement, loan or other agreement or instrument of a character that is required to be described or summarized in the SEC Reports or to be filed as an exhibit to the SEC Reports under the Exchange Act and the rules and regulations promulgated thereunder (collectively, the “Material Contracts”) is so described, summarized or filed.  The Material Contracts to which the Company or its Subsidiaries are a party have been duly and validly authorized, executed and delivered by the Company or its Subsidiaries, as applicable, and constitute the legal, valid and binding agreements of the Company or its Subsidiaries, as applicable, enforceable by and against the Company or its Subsidiaries, as applicable, in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights.

(j)           Except as specifically disclosed in Section 3(j) of the Disclosure Schedule or a subsequent SEC Document filed prior to the date hereof, the financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement).  Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), as applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial year-end audit adjustments.

(k)           Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) neither the Company nor any of its Subsidiaries has incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the SEC Reports, and (vi) there has been no material loss or damage (whether or not insured) to the physical property of the Company or its Subsidiaries.

EX-10.2

EXHIBIT 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of August 27, 2013, by and among WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, an “Investor” and collectively, the “Investors”).

RECITALS:

WHEREAS, the Company has entered into that certain Exchange Agreement with the Investors (the “Exchange Agreement”) pursuant to which the Investors are acquiring from the Company shares of Series 1 Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series 1 Preferred Stock”), shares of Common Stock (as defined below) of the Company (the “Exchange Common Stock”) and certain warrants to purchase shares of Common Stock of the Company (the “Warrants”), as described in the Exchange Agreement; and

WHEREAS, in furtherance of the Exchange Agreement, the parties hereto are entering into this Agreement, pursuant to which the Company will provide certain registration rights under the Securities Act (as defined below) with respect to the shares of Exchange Common Stock and the shares of Common Stock issuable upon conversion of the Series 1 Preferred Stock and/or upon the exercise of the Warrants, as the case may be.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, the parties mutually agree as follows:

1.           Certain Definitions.  As used in this Agreement, the following terms shall have the following respective meanings:

“Blackout Period” means, with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the Investors that they are required, because of the occurrence of an event of the kind described in Section 4(e) hereof, to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume.  To the extent that any Blackout Period lasts more than 30 Trading Days at a time or is implemented more than three times in any twelve-month period, such Blackout Period shall be considered as part of an Event (as defined below) determination.

“Business Day” means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized to close.

“Commission” means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Commission Guidance” means (i) any publicly-available or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

“Common Stock” means the common stock, par value $0.001 per share, of the Company and any and all shares of capital stock or other equity securities of:  (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation.

“Control” means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.  The term “controlled” shall have a correlative meaning.

“Conversion Shares” means the shares of Common Stock issued or issuable upon conversion of the Series 1 Preferred.

“Effective Date” means the date on which the Registration Statement is declared effective by the Commission.

“Effectiveness Deadline” means with respect to any Registration Statement filed hereunder, the earlier of the following (except as otherwise provided in this Agreement):  (i) the 5th Trading Day following the date that the Commission notifies the Company that such Registration Statement will not be reviewed or is no longer subject to review or comment or (ii) in the event the Commission reviews such Registration Statement, the 90th day following the filing date of such Registration Statement; provided, that if in any case the Effectiveness Deadline falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Deadline shall be the following Business Day.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Filing Deadline” means (a) with respect to the Initial Registration Statement required hereunder, the 30th Business Day following the closing of the transactions pursuant to the Exchange Agreement; and (b) with respect to any Additional Registration Statement required hereunder, the 10th Trading Day after the date that the Company is allowed to file such Additional Registration Statement by the Commission or Commission Guidance provided to the Company.

“Holder” means each Investor, any of such Investor’s respective successors and assigns or any other Person who acquire rights in accordance with this Agreement with

2

respect to any Registrable Securities directly or indirectly from an Investor or from any other Person.

“Majority Holders” means at any time Holders representing at least sixty-seven percent (67%) of then Registrable Securities.

“Person” means any natural person, general or limited partnership, trust, corporation, limited liability company, firm, association, governmental authority or other legal entity.

“Piggyback Registration” means, in any registration of Common Stock referenced in Section 3(b), the right of each Holder to include the Registrable Securities of such Holder in such registration.

The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registrable Securities” means the Exchange Common Stock, the Conversion Shares and the Warrant Shares; provided, that Registrable Securities held by any Holder will cease to be Registrable Securities when (A) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (B) such securities have been disposed of pursuant to Rule 144 promulgated under the Securities Act, (C) such securities are eligible for sale under Rule 144(b)(1) without restriction, or (D) such securities have ceased to be outstanding; it being acknowledged and agreed that any shares of Exchange Common Stock or Conversion Shares as to which the Unrestricted Conditions (as defined in the Exchange Agreement) have been met as of the date of filing of the Initial Registration Statement, shall not be included in the Initial Registration Statement on the date of its initial filing by virtue of clause (C) of this definition.

“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time, or any similar successor rule that may be promulgated by the Commission.

“Rule 145” means Rule 145 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time, or any similar successor rule that may be promulgated by the Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Trading Day” means any day on which such national securities exchange, the OTC Bulletin Board or such other securities market or quotation system, which at the time constitutes the principal securities market for the Common Stock, is open for general trading of securities.

“Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of the Warrants.

2.           Term.  This Agreement shall terminate on the earliest of:  (i) twoyears from the Effective Date; (ii) such date on which all Registrable Securities held or entitled to be held

3

upon exercise by every Holder may immediately be sold under Rule 144 during any ninety (90) day period; or (iii) the date otherwise terminated as provided herein.

3.           Registration.

(a)           Registration on Form S-1.  Subject to the terms and conditions of this Agreement, as promptly as possible after the date hereof, but in any event on or prior to the Filing Deadline, the Company shall prepare and file with the Commission a registration statement covering the resale of the Registrable Securities (the “Initial Registration Statement”).  The Registration Statement filed hereunder shall be on Form S-1 or Form S-3 if the Company is then eligible to use such form, or other applicable form.  The Initial Registration Statement, and any other registration statement filed pursuant to this Agreement, shall include a plan of distribution substantially in the form set forth in Exhibit A (the “Plan of Distribution”), except if otherwise directed by the Investors or required by the Commission. Notwithstanding the registration obligations set forth in this Section 3(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or Form S-3 if the Company is then eligible to use such form or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonable best efforts to cause the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.  Notwithstanding any other provision of this Agreement to the contrary, if any Commission Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by the Conversion Shares (applied, in the case that some such Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Conversion Shares held by such Holders), and third by Registrable Securities represented by the Exchange Common Stock (applied to the Holders on a pro rata basis based on the total number of unregistered shares of Exchange Common Stock held by such Holders).  In the event the Company amends the Initial Registration Statement, the Company will use reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or Form S-3 if the Company is then eligible to use such form or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended (the “Additional Registration Statements”).  For purposes of this Agreement, the Initial Registration Statement and any Additional Registration Statement may be referred to as a “Registration Statement.”

4

(b)           Effectiveness of Registration Statement.

1.           The Company shall use reasonable best efforts to have the Initial Registration Statement declared effective by the Commission as promptly as reasonably possible after the filing thereof, but in any event on or prior to the Effectiveness Deadline.

2.           The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which date of confirmation shall be the date requested for effectiveness of such Registration Statement.  The Company shall, by 9:30 A.M. New York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b) under the Securities Act.  Failure to so notify the Holders on or before the second Trading Day after such notification or effectiveness or failure to file a final prospectus as aforesaid shall be deemed an Event under Section 3(c).

(c)           Events.  If:  (i) any Registration Statement is not filed with the Commission on or prior to its applicable Filing Deadline, (ii) any Registration Statement is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to its applicable Effectiveness Deadline or (iii) after any Registration Statement is declared effective, the Holders are not permitted to utilize the Prospectus to resell such Registrable Securities for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement) for more than an aggregate of thirty (30) consecutive Trading Days or forty-five (45) Trading Days (which need not be consecutive days) during any twelve (12) month period, (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date on which such thirty (30) or forty-five (45) calendar day period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, (x) on each Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate “Deemed Purchase Price” paid by such Holder under the Exchange Agreement which such Deemed Purchase Price shall equal $2.00 per share of Common Stock or per share of Common Stock issuable upon conversion of shares of Series 1 Preferred Stock received by such Investor pursuant to the Exchange Agreement; and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the Deemed Purchase Price. It shall be a condition precedent to the obligations of the Company to pay any liquidated damages pursuant to this Section 3(c) with respect to the Registrable Securities of any Holder that such Holder shall furnish to the Company such information regarding itself and the Registrable Securities held by it.  The partial liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event.  Notwithstanding the foregoing, the maximum payment to any Holder associated with all Events in the aggregate shall not exceed (i) in any 30-day period following an Event Date, an aggregate of 1% of the Deemed Purchase Price and (ii) 10% of the Deemed Purchase Price.

(d)           Piggyback Registration.  Piggyback Registration rights shall apply to any Registrable Securities that are removed from the Registration Statement as a result of a requirement by the Commission (“Piggyback Registrable Securities”).  If, after the Effective

5

Date, the Company shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), other than (x) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) (including a registration on Form S-8) or (y) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, then the Company shall promptly give to the Holders of Piggyback Registrable Securities written notice thereof (and in no event shall such notice be given less than 20 calendar days prior to the filing of such registration statement), and shall, subject to Section 3(c), include as a Piggyback Registration all of the Piggyback Registrable Securities specified in a written request delivered by the Holder thereof within 10 calendar days after delivery to the Holder of such written notice from the Company.  However, the Company may, without the consent of the Holders, withdraw such registration statement prior to its becoming effective if the Company or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby.  Nothing herein shall preclude the Company from filing another registration statement at any time.

(e)           Underwriting.  If a Piggyback Registration is for a registered public offering that is to be made by an underwriting, the Company shall so advise the Holders of the Registrable Securities eligible for inclusion in such Registration Statement pursuant to Section 3(b).  In that event, the right of any Holder to Piggyback Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by the Company or such other selling stockholders, as applicable.  Notwithstanding any other provision of this Section, if the underwriter or the Company determines that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting.  The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any.  The number of shares of Registrable Securities to be included in such registration and underwriting shall be allocated among such Holders as follows:

1.           If the Piggyback Registration was initiated by the Company, the number of shares that may be included in the registration and underwriting shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein; and

2.           If the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders of the Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised such demand and then, subject to obligations and commitments existing as of the date hereof, to all other selling stockholders,

6

including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein.

No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.  If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter.  The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.

4.           Registration Procedures for Registrable Securities.  The Company will keep each Holder reasonably advised as to the filing and effectiveness of the Registration Statement.  At its expense with respect to the Registration Statement, the Company will:

(a)           use its commercially reasonable efforts to cause any Registration Statement to remain effective until the earlier of (i) the date on which all of the Registrable Securities covered by the Registration Statements have been sold by the Holders pursuant to a Registration Statement filed pursuant to this Agreement (but not before the expiration of the applicable prospectus delivery requirements), (ii) the date on which either all of the Registrable Securities are distributed or saleable to the public without volume or manner of sale limitations pursuant to Rule 144 (including, without limitation, limitations imposed due to the Holder being deemed an Affiliate of the Company) and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144 (the “Effectiveness Period”).  Each Holder agrees to furnish to the Company a completed questionnaire (a “Selling Securityholder Questionnaire”) not later than five (5) Business Days following the date on which such Holder receives the form of Selling Securityholder Questionnaire with respect to such Registration Statement;

(b)           (i) prepare and file with the Commission such amendments, including post-effective amendments, to any Registration Statement filed pursuant to this Agreement and any Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such Additional Registration Statements necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus of any Registration Statement filed pursuant to this Agreement to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 under the Securities Act; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as selling stockholders named in such Registration Statement but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to each Registration Statement filed pursuant to this Agreement and the disposition of all Registrable Securities covered by such Registration Statement.

7

(c)           furnish, without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies of such Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration Statement (including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders may reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness Period;

(d)           use its commercially reasonable efforts to register or qualify such registration under such other applicable securities laws of such jurisdictions as any Holder of Registrable Securities covered by such Registration Statement reasonably requests and as may be necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable Registration Statement is deemed effective by the Commission) and do any and all other acts and things necessary to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder;provided, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or qualify as a dealer in securities under the securities laws of such jurisdiction, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction.

(e)           as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities, the disposition of which requires delivery of a prospectus relating thereto under the Securities Act, of the happening of any event, which comes to the Company’s attention, that will after the occurrence of such event cause the prospectus included in such Registration Statement, if not amended or supplemented, to contain an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Company shall promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period;

(f)           comply, and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such Registration Statement;

(g)           as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness of the Registration Statement;

(h)           use its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted on the OTC Bulletin Board or

8

such other principal securities market on which securities of the same class or series issued by the Company are then listed or traded;

(i)           provide a transfer agent and registrar, which may be a single entity, for the shares of Common Stock at all times;

(j)           cooperate with the Holders of Registrable Securities being offered pursuant to the Registration Statement to issue and deliver, or cause its transfer agent to issue and deliver, certificates representing Registrable Securities to be offered pursuant to the Registration Statement within a reasonable time after the delivery of certificates representing the Registrable Securities to the transfer agent or the Company, as applicable, and enable such certificates to be in such denominations or amounts as the Holders may reasonably request and registered in such names as the Holders may request;

(k)           during the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange Act; and

(l)           take all other reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable Securities pursuant to the Registration Statement during the term of this Agreement.

5.           Suspension of Offers and Sales.  Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

6.           Registration Expenses.  The Company shall pay all expenses in connection with any registration obligation provided herein, including, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws, and the fees and disbursements of counsel for the Company and of its independent accountants; provided, that, in any underwritten registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes.  Except as provided in this Section and Section 9, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder.

7.           Assignment of Rights.  Any Holder may assign its rights under this Agreement with respect to its Registrable Securities to any Person as long as:  (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) such Holder notifies the Company in writing of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned.

9

8.           Information by Holder.  A Holder shall provide to the Company all such information, including information regarding such Holder and the distribution proposed by such Holder, and all such materials, including a Selling Securityholder Questionnaire and updates thereto, as may be requested, and take all such action, in each case as may be required or reasonably requested in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and any applicable regulatory or self-regulatory authority and the obligations and requirements of this Agreement, such provision of information and materials to be a condition precedent to the obligations of the Company pursuant to this Agreement to register the Registrable Securities held by such Holder.

9.           Indemnification.

(a)           In the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each other person who participates as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration statement prepared and filed by the Company under which Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or any violation by the Company of the Securities Act, the Exchange Act or any state securities laws or any rule or regulation promulgated under such laws in connection with any such registration, and the Company shall reimburse the Holder, and each such director, officer, partner, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding; provided, that the Company shall not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement in or omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use in the preparation thereof or (ii) if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended or supplemented).  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder.  The Company shall notify the Holders promptly of any such actions or proceedings of which the Company is aware in connection with any registration statement filed pursuant to this Agreement.

10

(b)           As a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder severally, and not jointly, agrees to be bound by the terms of this Section 9 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, partner, legal counsel, accountant, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon an untrue statement in or omission from such registration statement, any such preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished by the Holder specifically for use in the preparation thereof, and such Holder shall reimburse the Company, and the Company’s directors, officers, partners, legal counsel, accountants, underwriters, and control persons for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding; provided, however, that indemnity obligation contained in this Section 9(b) shall in no event exceed the amount of the net proceeds received by such Holder as a result of the sale of such Holder’s Registrable Securities pursuant to such registration statement.  Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, partner, legal counsel, accountant, underwriter or controlling person and shall survive the transfer by any Holder of such shares.

(c)           Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in this Section 9 (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 9, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice.  In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict of interest between such indemnified and indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party fails to defend such claim in a diligent manner, in which case the indemnified party shall be entitled to retain its own counsel at the expense of such indemnifying party; provided, that no indemnifying party shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties.  Neither an indemnified nor an indemnifying party shall be liable for any settlement of any action or proceeding effected without its consent.  No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.  Notwithstanding anything to the contrary set forth herein, and without

11

limiting any of the rights set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.  Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(d)           If an indemnifying party does or is not permitted to assume the defense of an action pursuant to Section 9(c) or in the case of the expense reimbursement obligation set forth in Sections 9(a) and (b), the indemnification required by Sections 9(a) and 9(b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills received or expenses, losses, damages, or liabilities are incurred.

(e)           If the indemnification provided for in Section 9(a) or 9(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, then in such proportion as is appropriate to reflect not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations.  No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

(f)           Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(g)           Other Indemnification.  Indemnification similar to that specified in this Section 9 (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

10.           Rule 144.  With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit the Holders to sell Registrable Securities to the public without registration, as long as any Holder owns Registrable Securities, the Company shall use its best efforts to (i) timely file all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act or, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available the information specified in Rule 144(c)(2) promulgated under the Securities Act, including, without limitation, annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially

12

similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act, and (ii) furnish to the Holder upon request, as long as such Holder owns any Registrable Securities, (A) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and (B) such other information as may be reasonably requested in order to avail such Holder of any rule or regulation of the Commission that permits the sale of any such Registrable Securities without registration.

11.           Independent Nature of Each Investor’s Obligations and Rights.  The obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor, and each Investor shall not be responsible in any way for the performance of the obligations of any other Investor under this Agreement.  Nothing contained herein and no action taken by any Investor pursuant hereto, shall be deemed to constitute such Investors as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement.  Each Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.

12.           Underwritten Offering.

(a)           If an offering pursuant to a Registration Statement is to be underwritten, the Company shall enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties, and agreements).

(b)           To the extent any Holders (“Initiating Party”) intend to distribute Registrable Securities covered by any Registration Statement filed pursuant to this Agreement in an underwritten public offering, all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.  Notwithstanding any other provision of this Agreement, if the underwriter advises an Initiating Party in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Party shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Party, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Holder and to be included in the underwriting; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, if any, including without limitation securities proposed to be registered and issued by the Company are first entirely excluded from the underwriting.

13.           Miscellaneous.

(a)           No Piggyback on Registrations; Prohibition on Filing Other Registration Statements.  Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities, and the Company shall not enter into any agreement that permits other securities of the Company to be registered on any Registration Statement filed pursuant to this Agreement.  The Company shall not file with the Commission

13

a registration statement relating to an offering for its own account under the Securities Act of any of its equity securities other than a registration statement on Form S-8 or, in connection with an acquisition, on Form S-4 until the date that is thirty (30) days after all of the Registrable Securities have been registered on an effective Registration Statement.

(b)           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, both substantive and remedial, without regard to New York conflicts of law principles.  Any judicial proceeding brought against the Company or any of the other parties to this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern District of New York and, by its execution and delivery of this Agreement, each party to this Agreement accepts the jurisdiction of such courts.  The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the parties to this Agreement.

(c)           Remedies.  In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement.  The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(d)           Successors and Assigns.  Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, executors and administrators of the parties hereto.

(e)           No Inconsistent Agreements.  The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this Agreement, into any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(f)           Entire Agreement.  This Agreement, together with the Exchange Agreement, including schedules and exhibits thereto, and the other documents referred to therein or that specifically indicate that they were delivered to the Investors in connection with the Exchange Agreement, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

(g)           Notices, etc.  All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient if transmitted by hand delivery, by facsimile transmission, by registered or certified mail, postage pre-paid, by electronic mail, or by nationally recognized overnight carrier, to the persons at the addresses set forth below (or at such other address as a party hereto shall have furnished to the other parties in writing in accordance with the notice provisions hereunder), and shall be deemed to have been delivered (i) if transmitted by hand delivery, as of the date delivered, (ii) if transmitted by facsimile or electronic mail, as of the date so transmitted with an automated confirmation of delivery, (iii) if transmitted by nationally recognized overnight carrier, as of the Business Day following the date of delivery to the carrier, and (iv) if transmitted by registered or certified mail, postage pre-paid, on the third Business Day following posting with the U.S. Postal Service:

14

If to the Company to:

WaferGen Bio-systems, Inc.

7400 Paseo Padre Parkway

Fremont, CA 94555

Attention:  John Harland, Chief Financial Officer

Facsimile:  (510) 651-4599

with copy to:

K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, NC 28202

Attn: Mark Busch

Fax: (704) 353-3140

if to an Investor:

to such Investor at the address set forth on the signature page hereto.

(h)           Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

(i)           Severability.  In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(j)           Amendments.  The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and the Majority Holders.  The Investors acknowledge that by the operation of this Section, the Majority Holders may have the right and power to diminish or eliminate all rights of the Investors under this Agreement.

(k)           Counterparts.  This Agreement 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 Agreement, and any telecopy or other facsimile transmission of any signature shall be deemed an original.

[SIGNATURE PAGES FOLLOW]

15

This Registration Rights Agreement is hereby executed as of the date first above written.

THE COMPANY:

WaferGen Bio-systems, Inc.

By:

Name: 

Title: 

[Registration Rights Agreement]

This Registration Rights Agreement is hereby executed as of the date first above written.

INVESTOR:

[_______________]

By:

Name: 

Title: 

[Registration Rights Agreement]

Exhibit A

The selling stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• to cover short sales made after the date that this registration statement is declared effective by the SEC;

• broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

• through the distribution of common stock by any selling stockholder to its partners, members or stockholders;

• any other method permitted pursuant to applicable law; and

• a combination of any such methods of sale.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The compensation of any particular broker-dealer may be in excess of what is customary in the types of transactions involved.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

Upon a selling stockholder’s notification to us that any material arrangement has been entered into with a broker-dealer for the sale of such stockholder’s common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a

broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. Inaddition, upon our being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the donees, assignees, transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed any necessary supplements to this prospectus under Rule 424(b), or other applicable provisions of the Securities Act, supplementing or amending the list of selling stockholders to include such donee, assignee, transferee, pledgee, or other successor-in-interest as a selling stockholder under this prospectus.

In the event that the selling stockholders are deemed to be “underwriters,” any broker-dealers or agents that are involved in selling the shares will be deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the shares of common stock will be paid by the selling stockholder and/or the purchasers. Each selling stockholder has represented and warranted to us that it acquired the securities subject to this registration statement in the ordinary course of such selling stockholder’s business and, at the time of its purchase of such securities such selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

If a selling stockholder uses this prospectus for any sale of the common stock, it will be subject to any applicable prospectus delivery requirements of the Securities Act. The selling stockholders will be responsible to comply with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling stockholders in connection with resales of their respective shares under this registration statement.

We have agreed with the selling stockholders to keep this registration statement effective until all of the shares covered by this registration statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities Act, without the requirement for us to be in compliance with the current public information requirement under Rule 144.

We are required to pay all fees and expenses incident to the registration of the shares, but we will not receive any proceeds from the sale of the common stock. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

EX-99.1

EXHIBIT 99.1

August 27, 2013

FOR IMMEDIATE RELEASE

WaferGen Bio-systems Announces Reverse Stock Split and Capital Restructuring

FREMONT, Calif., August 27, 2013 /PRNewswire/ -- WaferGen Bio-systems, Inc. (OTCBB: WGBS) announced today a 1-for-99.39 reverse stock split of its outstanding common stock and the completion of a capital restructuring of its Series A-1 Convertible Preferred Stock, convertible promissory notes and warrants issued in May 2011.  The Company completed the reverse stock split and capital restructuring as part of its efforts to improve its capital structure and raise additional capital.

Reverse Stock Split

The reverse stock split became effective at 1:01 p.m. Pacific Time on August 27, 2013.  WaferGen’s common stock will begin trading on a split adjusted basis on the OTCBB when the market opens on August 28, 2013.  The common stock will have a new CUSIP number, 93041P 209, and will trade for 20 days under the temporary trading symbol, “WGBSD,” with the “D” added to signify that the reverse stock split has occurred.

As a result of the reverse stock split, every 99.39 shares of issued WaferGen common stock will be combined into one share of common stock.  In lieu of issuing fractional shares in connection with the reverse stock split, the Company will round fractional shares up to the next whole share.

The reverse stock split reduced the number of issued and outstanding shares of Wafergen common stock, prior to the capital restructuring, from approximately 41.7 million to approximately 420,000.  The reverse stock split did not change the authorized number of shares of common stock or preferred stock of the Company or the par value of the Company’s common stock or preferred stock, but it did result in a proportionate adjustment to the per share exercise price and the number of common shares issuable upon the exercise of outstanding warrants and stock options, and the number of shares of common stock eligible for issuance under the Company’s 2008 Stock Incentive Plan.

Stockholders who hold their shares in brokerage accounts or “street name” will not be required to take any action to effect the exchange of their shares.  Holders of share certificates will receive instructions from the Company’s transfer agent, Continental Stock Transfer & Trust Company, regarding the process for exchanging their shares.  Continental Stock Transfer & Trust Company can be reached at (917) 262-2378.

Capital Restructuring

After giving effect to the reverse stock split, Wafergen issued new shares of common stock, Series 1 convertible preferred stock and warrants to purchase common stock to existing investors in exchange for all of the Company’s outstanding shares of Series A-1 convertible preferred stock, promissory notes convertible into shares of Series A-2 convertible preferred stock and warrants that were originally issued in May 2011.  As a result of the exchange, the Company retired approximately $17.1 million of convertible notes, shares of Series A-1 preferred stock with an aggregate liquidation preference of

approximately $17.1 million and warrants to purchase an aggregate of 565,180 shares of post-split common stock at an exercise price of $61.62 per share.  In the exchange, the Company issued 2,987 shares of Series 1 convertible preferred stock (with a liquidation preference of $2.99, convertible into 7,513,372 shares of common stock), 1,067,317 shares of common stock, and warrants for 2,369,000 shares of common stock at an exercise price of $2.60 per share.

In connection with the exchange, the Company also agreed to file a registration statement under the Securities Act for the resale of the common shares issued in the exchange and the common shares underlying the Series 1 convertible preferred stock and warrants.

In connection with the capital restructuring, the Company also issued promissory notes in favor of its Malaysian subsidiary, WaferGen Biosystems (M) Sdn. Bhd.  The notes were issued in consideration for the subsidiary’s cancellation of the Company’s obligations under an outstanding $5.3 million loan.  The new notes have a seven-year term and require a single balloon payment of $6.6 million at the end of the seven-year term.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The securities exchanged in the exchange offering have not yet been registered under the Securities Act of 1933, as amended, or any state securities laws.  Therefore, they may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

About WaferGen

WaferGen Bio-systems, Inc. is an innovative life science Company that offers the SmartChip Real-Time PCR System—a next-generation genetic analysis platform for profiling and validating molecular biomarkers.  It provides a range of high-throughput capabilities including microRNA and mRNA gene expression profiling as well as single nucleotide polymorphism (SNP) genotyping.  SmartChip TE is a new product offering for target enrichment geared towards clinical Next-Gen sequencing (NGS).

For additional information, please see http://www.wafergen.com.

Forward Looking Statements

This press release may contain “forward-looking statements,” including statements which may be preceded by the words “will,” “believes” or similar words.  Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the control of the Company.  Actual results may differ materially from the expectations contained in the forward-looking statements.  More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.  Security

holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov.  The Company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

WaferGen Contact:

John Harland

john.harland@wafergen.com

510-780-2395