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): February 15, 2017

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.)

34700 Campus Drive, 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)

þ 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 2.02.  Results of Operations and Financial Condition.

On February 15, 2017, WaferGen Bio-systems, Inc. announced preliminary financial results for the quarter and year ended December 31, 2016. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

The exhibit required to be filed as a part of this Current Report on Form 8-K is listed in the Exhibit Index attached hereto and incorporated herein by reference.

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: February 15, 2017	By:	/s/ Michael P. Henighan
		Michael P. Henighan
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated February 15, 2017, issued by WaferGen Bio-systems, Inc., furnished herewith.

EX-99.1

Exhibit 99.1

WaferGen Bio-systems Reports Revenue Growth in Fourth Quarter of 2016

Preliminary fourth quarter 2016 revenue results represent 62% increase vs. 2015

Fremont, Calif., February 15, 2017 – WaferGen Bio-systems, Inc. (NasdaqCM: WGBS) today announced preliminary, unaudited revenue for the fourth quarter and full year of 2016.

The Company expects total revenue for the fourth quarter of 2016 to be approximately $3.9 million or a 62% increase when compared to the $2.4 million reported for the fourth quarter of 2015. In addition, the Company ended the fourth quarter with cash of approximately $4.5 million, which includes the initial $2.5 million advanced by Takara Bio USA Holdings, Inc. pursuant to the deposit agreement entered into in connection with the merger agreement between the companies. Takara Bio and the Company announced the merger agreement in 2016 and expect to close the merger in late February or March 2017, subject to the terms and conditions of the merger agreement.

For full-year 2016, WaferGen expects total revenue to be approximately $10.7 million compared to the $7.2 million reported for the full-year 2015, which would represent 50% total revenue growth.

“We achieved revenues in line with our total revenue guidance of $10-$12 million in 2016,” said Dr. Rollie Carlson, CEO of WaferGen Bio-systems.

The preliminary unaudited financial results included in this press release were calculated prior to the completion of financial statements for the fourth quarter or full year of 2016 and a review by WaferGen Bio-systems’ external auditors and are therefore subject to adjustment. Actual revenues for the fourth quarter and full year 2016 may differ materially from our expectations.

About WaferGen

WaferGen Bio-systems, Inc. is a biotechnology company that offers innovative genomic technology solutions for single-cell analysis and clinical research. The ICELL8™ Single-Cell System is a first of its kind system that can isolate thousands of single cells and processes specific cells for analysis, including NGS. The system has demonstrated unbiased isolation of single cells from solid tumors, brain cells, pulmonary airway cells, and multiple cell lines. The SmartChip™ platform can be used for profiling and validating molecular biomarkers, and can perform massively-parallel singleplex PCR for one-step target enrichment and library preparation for clinical NGS. The Apollo 324™ system can be used to process DNA and RNA from clinical samples to NGS-ready libraries. These technologies offer a powerful set of tools for biological analysis at the molecular and single cell level in the life sciences, pharmaceutical, and clinical laboratory industries. WaferGen announced a merger agreement with Takara Bio Inc. (TSE: 4974), a leading Japanese and global biotechnology and life science reagents company, which is expected to close in February or March of 2017, subject to the terms and conditions thereof.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable

terms. Forward-looking statements in this press release may address the following subjects among others: statements regarding expected revenues, sufficiency of our capital resources, expected operating losses, expected expenses, expected cash usage, our expectations regarding our development of future products including single cell analysis technologies and our expectations concerning our competitive position and business strategy, and our contemplated merger with Takara Bio. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Investor Contact:

Rollie Carlson

Rollie.Carlson@wafergen.com

510-277-3417