{"id":43909,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/s-1-registration-statement-transgenomic-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"s-1-registration-statement-transgenomic-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/s-1-registration-statement-transgenomic-inc.html","title":{"rendered":"S-1 Registration Statement – Transgenomic Inc."},"content":{"rendered":"

UNITED
\nSTATES<\/strong><\/a><\/p>\n

\n

SECURITIES AND EXCHANGE COMMISSION<\/strong><\/p>\n

\n

WASHINGTON, D.C. 20549<\/p>\n

\n

FORM S-1<\/strong><\/p>\n

\n

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
\n1933<\/strong><\/p>\n

\n<\/p>\n

\n

TRANSGENOMIC, INC.<\/strong><\/p>\n

\n

(Exact name of registrant as specified in its charter)<\/p>\n

\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Delaware<\/strong><\/p>\n<\/td>\n

\n

3826<\/strong><\/p>\n<\/td>\n

\n

91-1789357<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

(State or other jurisdiction of<\/p>\n

incorporation or organization)<\/p>\n<\/td>\n

\n

(Primary Standard Industrial Classification Code Number)<\/p>\n<\/td>\n

\n

(I.R.S. Employer<\/p>\n

Identification Number)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12325 Emmet Street<\/strong><\/p>\n

\n

Omaha, NE 68164<\/strong><\/p>\n

\n

402-452-5400<\/strong><\/p>\n

\n

(Address, including zip code, and telephone number, including
\narea code, of registrant’s principal executive offices)<\/p>\n

\n

__________________________________________<\/p>\n

\n<\/p>\n

Craig J. Tuttle<\/strong><\/p>\n

\n

President and Chief Executive Officer<\/strong><\/p>\n

\n

12325 Emmet Street<\/strong><\/p>\n

\n

Omaha, NE 68164<\/strong><\/p>\n

\n

402-452-5400<\/strong><\/p>\n

\n

(Name, address, including zip code, and telephone number,
\nincluding area code, of agent for service)<\/p>\n

\n

__________________________________________<\/p>\n

\n

Copies to:<\/p>\n

\n

David E. Gardels, Esq.<\/strong><\/p>\n

\n

Husch Blackwell LLP<\/strong><\/p>\n

\n

1620 Dodge Street, Suite 2100 <\/strong><\/p>\n

\n

Omaha, NE 68102<\/strong><\/p>\n

\n

402-964-5000<\/strong><\/p>\n

\n

___________________________________________<\/strong>\n<\/p>\n

\n

Approximate date of commencement of proposed sale to the public:
\n<\/strong>From time to time after this registration statement becomes effective.\n<\/p>\n<\/p>\n

If any of the securities being registered on this Form are to be offered on a
\ndelayed or continuous basis pursuant to Rule 415 under the Securities Act of
\n1933, check the following box. 1\/2<\/p>\n<\/p>\n

If this Form is filed to register additional securities for an offering
\npursuant to Rule 462(b) under the Securities Act, check the following box and
\nlist the Securities Act registration statement number of the earlier effective
\nregistration statement for the same offering. \u00a8<\/p>\n<\/p>\n

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
\nunder the Securities Act, check the following box and list the Securities Act
\nregistration statement number of the earlier effective registration statement
\nfor the same offering. \u00a8<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n<\/p>\n

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
\nunder the Securities Act, check the following box and list the Securities Act
\nregistration statement number of the earlier effective registration statement
\nfor the same offering. \u00a8<\/p>\n<\/p>\n<\/p>\n

Indicate by check mark whether the registrant is a large accelerated filer,
\nan accelerated filer, a non-accelerated filer, or a smaller reporting company.
\nSee the definitions of “large accelerated filer”, “accelerated filer” and
\n“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Large Accelerated Filer o<\/p>\n<\/td>\n

\n

Accelerated Filer x<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Non-accelerated Filer o(Do not check if smaller reporting company)<\/p>\n<\/td>\n

\n

Smaller Reporting Company o<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

__________________________________________<\/p>\n

\n

CALCULATION OF REGISTRATION FEE<\/strong><\/p>\n

\n<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title of Each Class of Securities to be
\nRegistered<\/strong><\/p>\n<\/td>\n

\n

Amount to be Registered
\n<\/strong>(1)<\/sup><\/strong><\/p>\n<\/td>\n

\n

Proposed Maximum Offering Price Per
\nShare<\/strong> (4)<\/sup><\/strong><\/p>\n<\/td>\n

\n

Proposed Maximum Aggregate Offering
\nPrice<\/strong> (4)<\/sup><\/strong><\/p>\n<\/td>\n

\n

Amount of Registration Fee<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Common Stock, $0.01 par value per share<\/p>\n<\/td>\n

\n

22,000,000(2)<\/sup><\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

1.30<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,600,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,277.56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Common Stock, $0.01 par value per share, issuable upon exercise of Warrants\n<\/p>\n<\/td>\n

\n

11,000,000(3)<\/sup><\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

1.30<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

14,300,000<\/p>\n<\/td>\n

<\/td>\n\n

1,638.78<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Total:<\/p>\n<\/td>\n

\n

33,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

42,900,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4,916.34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(1)<\/p>\n<\/td>\n

\n

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
\n“Securities Act”), the shares being registered hereunder include such
\nindeterminate number of shares of our Common Stock as may be issuable with
\nrespect to the shares being registered hereunder to prevent dilution by reason
\nof any stock dividend, stock split, recapitalization or other similar
\ntransaction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(2)<\/p>\n<\/td>\n

\n

All 22,000,000 shares of Common Stock are to be offered by the selling
\nstockholders named herein, all of which were acquired by the selling
\nstockholders in a private placement. The total amount of 22,000,000 shares
\nincludes 3,000,000 shares that were automatically issued upon the conversion of
\ncertain convertible promissory notes described in the prospectus contained in
\nthis registration statement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(3)<\/p>\n<\/td>\n

\n

All 11,000,000 shares of Common Stock issuable upon exercise of Warrants are
\nto be offered by the selling stockholders named herein, all of which were
\nacquired by the selling stockholders in a private placement and include
\n1,500,000 shares that were automatically issued upon the conversion of certain
\nconvertible promissory notes described in the prospectus contained in this
\nregistration statement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(4)<\/p>\n<\/td>\n

\n

Estimated solely for the purpose of calculating the registration fee pursuant
\nto Rule 457(c) under the Securities Act based upon the average of the ask and
\nbid prices per share of the Common Stock, as reported on the OTC Bulletin Board,
\non March 15, 2012.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

\n

__________________________________________<\/p>\n

\n<\/p>\n

The registrant hereby amends this registration statement on such date
\nor dates as may be necessary to delay its effective date until the registrant
\nshall file a further amendment which specifically states that this registration
\nstatement shall thereafter become effective in accordance with Section 8(a) of
\nthe Securities Act of 1933, as amended, or until the registration statement
\nshall become effective on such date as the Securities and Exchange Commission
\nacting pursuant to said Section 8(a) may determine.<\/strong><\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n<\/p>\n<\/p>\n

The information in this prospectus is not complete and may be changed. These
\nsecurities may not be sold until the registration statement filed with the
\nSecurities and Exchange Commission is effective. This prospectus is not an offer
\nto sell these securities and neither we nor the selling stockholders are
\nsoliciting an offer to buy these securities in any state where the offer or sale
\nis not permitted.<\/p>\n<\/p>\n

Subject to Completion, Dated March 20, 2012<\/strong>\n<\/p>\n

\n

PRELIMINARY PROSPECTUS<\/strong><\/p>\n<\/p>\n

33,000,000 SHARES OF COMMON STOCK<\/strong><\/p>\n

\n<\/p>\n

\n

TRANSGENOMIC, INC.<\/strong><\/p>\n

\n<\/p>\n

\n

This prospectus relates to the resale by the investors listed in the section
\ntitled “Selling Stockholders”, and we refer to the investors as the selling
\nstockholders (the “Selling Stockholders”) of up to 33,000,000 shares of our
\nCommon Stock, par value $.01 per share (the “Common Stock” or “Common Shares”).
\nThe Common Shares offered consist of: (i) up to22,000,000 Common Shares and (ii)
\nup to 11,000,000 Common Shares issuable upon exercise of outstanding warrants
\n(the “Warrants”). We issued the shares of our Common Stock and Warrants in
\nconnection with a private placement offering in February 2012. We are
\nregistering the resale of the Common Shares and the Common Shares underlying the
\nWarrants as required by the Registration Rights Agreement we entered into with
\nthe Selling Stockholders on February 2, 2012 (the “Registration Rights
\nAgreement”).<\/p>\n<\/p>\n

The Selling Stockholders may offer and sell or otherwise dispose of our
\nCommon Shares described in this prospectus from time to time through public or
\nprivate transactions at prevailing market prices, at prices related to
\nprevailing market prices or at privately negotiated prices. See “Plan of
\nDistribution” beginning on page 9 for more information.<\/p>\n<\/p>\n

We will not receive any of the proceeds from the Common Stock sold by the
\nSelling Stockholders, other than any proceeds from the cash exercise of Warrants
\nto purchase shares of our Common Stock.<\/p>\n<\/p>\n

We have agreed to pay certain expenses in connection with this registration
\nstatement and to indemnify the Selling Stockholders against certain liabilities.
\nThe Selling Stockholders will pay all underwriting discounts and selling
\ncommissions, if any, in connection with the sale of the shares of Common Stock.\n<\/p>\n<\/p>\n

Our Common Stock is traded on the OTC Bulletin Board under the symbol “TBIO.”
\nOn March 13, 2012, the last reported sale price of our Common Stock was $1.28
\nper share.<\/p>\n<\/p>\n

\n

Investing in the Securities involves a high degree of risk. See the section
\nentitled “Risk Factors” beginning on page
\n7<\/a>
\nof this prospectus, and the section entitled “Risk Factors” in our most recent
\nAnnual Report on Form 10-K for the year ended December 31, 2011 filed with the
\nSecurities and Exchange Commission, which is incorporated herein by reference.\n<\/p>\n<\/p>\n

Neither the Securities and Exchange Commission nor any state securities
\ncommission or other regulatory body has approved or disapproved of these
\nsecurities or passed upon the adequacy or accuracy of this prospectus. Any
\nrepresentation to the contrary is a criminal offense.<\/p>\n<\/p>\n

\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n

The date of this prospectus is _________ __, 2012<\/p>\n

\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

TRANSGENOMIC, INC.<\/strong><\/p>\n

\n

Index to Form S-1<\/strong><\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

About this Prospectus<\/p>\n<\/td>\n

\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

A Warning about Forward-Looking Statements<\/p>\n<\/td>\n

\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Prospectus Summary<\/p>\n<\/td>\n

\n

\n6<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

The Offering<\/p>\n<\/td>\n

\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Risk Factors<\/p>\n<\/td>\n

\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Use of Proceeds<\/p>\n<\/td>\n

\n

\n8<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Determination of Offering Price<\/p>\n<\/td>\n

\n

\n9<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Plan of Distribution<\/p>\n<\/td>\n

\n

\n9<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Selling Stockholders<\/p>\n<\/td>\n

\n

\n11<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Description of Common Stock<\/p>\n<\/td>\n

\n

\n16<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

United States Federal Income Tax Considerations<\/p>\n<\/td>\n

\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Legal Matters<\/p>\n<\/td>\n

\n

\n25<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Experts<\/p>\n<\/td>\n

\n

\n26<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Where You Can Find Additional Information<\/p>\n<\/td>\n

\n

\n26<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Incorporation of Certain Information by Reference<\/p>\n<\/td>\n

\n

\n26<\/a>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n<\/p>\n

ABOUT THIS PROSPECTUS<\/strong><\/p>\n

\n

You should rely only on the information contained or incorporated by
\nreference in this prospectus. Neither we nor the Selling Stockholders have
\nauthorized anyone to provide you with information that is different from such
\ninformation. If anyone provides you with different or inconsistent information,
\nyou should not rely on it. The Selling Stockholders are offering to sell Common
\nStock only in jurisdictions where offers and sales are permitted. The
\ninformation contained in this prospectus is accurate only as of the date on its
\ncover page regardless of the time of delivery of this prospectus or any sale of
\nthe Common Stock. In case there are differences or inconsistencies between this
\nprospectus and the information incorporated by reference, you should rely on the
\ninformation in the document with the latest date.<\/p>\n<\/p>\n

The Selling Stockholders are offering the Common Stock only in jurisdictions
\nwhere such issuances are permitted. The distribution of this prospectus and the
\nissuance of the Common Stock in certain jurisdictions may be restricted by law.
\nPersons outside the United States who come into possession of this prospectus
\nmust inform themselves about, and observe any restrictions relating to, the
\nissuance of the Common Stock and the distribution of this prospectus outside the
\nUnited States. This prospectus does not constitute, and may not be used in
\nconnection with, an offer to sell, or a solicitation of an offer to buy, the
\nCommon Stock offered by this prospectus by any person in any jurisdiction in
\nwhich it is unlawful for such person to make such an offer or solicitation.<\/p>\n<\/p>\n

It is important for you to read and consider all of the information contained
\nin this prospectus in making your investment decision. To understand the
\noffering fully and for a more complete description of the offering you should
\nread this entire document carefully, including particularly the “Risk Factors”
\nsection beginning on page
\n7.<\/a>
\nYou also should read and consider the information in the documents to which we
\nhave referred you in the sections entitled “Where You Can Find Additional
\nInformation” and “Incorporation of Certain Information by Reference”.<\/p>\n<\/p>\n

As used in this prospectus, unless the context requires otherwise, the terms
\n“we”, “us”, “our”, or “the Company” refer to Transgenomic, Inc. and its
\nsubsidiaries on a consolidated basis. References to “Selling Stockholders”
\nrefers to those stockholders listed herein under “Selling Stockholders” and
\ntheir successors, assignees and permitted transferees.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

A WARNING ABOUT FORWARD-LOOKING STATEMENTS<\/strong>\n<\/p>\n

\n

This prospectus contains forward-looking statements within the meaning of
\nSection 27A of the Securities Act of 1933, as amended (the “Securities Act”),
\nand Section 21E of the Securities Exchange Act of 1934, as amended (the
\n“Exchange Act”), about the Company and its subsidiaries. These forward-looking
\nstatements are intended to be covered by the safe harbor for forward-looking
\nstatements provided by the Private Securities Litigation Reform Act of 1995.
\nForward-looking statements are not statements of historical fact, and can be
\nidentified by the use of forward-looking terminology such as “believes”,
\n“expects”, “may”, “will”, “could”, “should”, “projects”, “plans”, “goal”,
\n“targets”, “potential”, “estimates”, “pro forma”, “seeks”, “intends”, or
\n“anticipates” or the negative thereof or comparable terminology. Forward-looking
\nstatements include discussions of strategy, financial projections, guidance and
\nestimates (including their underlying assumptions), statements regarding plans,
\nobjectives, expectations or consequences of various transactions, and statements
\nabout the future performance, operations, products and services of the Company
\nand its subsidiaries. We caution our stockholders and other readers not to place
\nundue reliance on such statements.<\/p>\n<\/p>\n

Our businesses and operations are and will be subject to a variety of risks,
\nuncertainties and other factors. Consequently, actual results and experience may
\nmaterially differ from those contained in any forward-looking statements. Such
\nrisks, uncertainties and other factors that could cause actual results and
\nexperience to differ from those projected include, but are not limited to, the
\nrisk factors set forth in the section entitled “Risk Factors” beginning on page
\n7 of this prospectus and elsewhere in the documents incorporated by reference in
\nthis prospectus, including our Annual Report on Form 10-K for the year ended
\nDecember 31, 2011.<\/p>\n<\/p>\n

All written or oral forward-looking statements attributable to us or any
\nperson acting on our behalf made after the date of this prospectus are expressly
\nqualified in their entirety by the risk factors and cautionary statements
\ncontained in and incorporated by reference into this prospectus. Unless legally
\nrequired, we do not undertake any obligation to release publicly any revisions
\nto such forward-looking statements to reflect events or circumstances after the
\ndate of this prospectus or to reflect the occurrence of unanticipated events.\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n<\/p>\n

The Offering<\/strong><\/p>\n

\n

PROSPECTUS SUMMARY<\/strong><\/p>\n

\n

The following summary highlights selected information contained elsewhere
\nin this prospectus and in the documents incorporated by reference in this
\nprospectus and does not contain all the information you will need in making your
\ninvestment decision. You should read carefully this entire prospectus and the
\ndocuments incorporated by reference in this prospectus before making an
\ninvestment decision. This prospectus provides you with a general description of
\nTransgenomic, the Common Stock issuable under this prospectus and the offering.
\n<\/em><\/p>\n<\/p>\n

\n

Business<\/strong><\/p>\n

\n

Transgenomic, Inc. is a global biotechnology company advancing personalized
\nmedicine in the detection and treatment of cancer and inherited diseases through
\nits proprietary molecular technologies and world-class clinical and research
\nservices. Our operations are organized and reviewed by management along its
\nproduct lines and presented in the three complementary business segments.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Clinical Laboratories. Our clinical laboratories specialize in genetic
\ntesting for cardiology, neurology, mitochondrial disorders, and oncology.
\nLocated in New Haven, Connecticut and Omaha, Nebraska the molecular clinical
\nreference laboratories are certified under the Clinical Laboratory Improvement
\nAmendment (CLIA) as high complexity labs and our Omaha facility is also
\naccredited by the College of American Pathologists (CAP).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Pharmacogenomics Services. Our Contract Research Organization located in
\nOmaha, Nebraska provides pharmacogenomics research services supporting Phase II
\nand Phase III clinical trials conducted by our pharmaceutical customers. This
\nlab specializes in pharmacogenomic, biomarker and mutation discovery research
\nserving the pharmaceutical and biomedical industries worldwide for disease
\nresearch, drug and diagnostic development and clinical trial support.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Diagnostic Tools. Our proprietary product is the WAVE \u00ae<\/sup> System
\nwhich has broad applicability to genetic variation detection in both molecular
\ngenetic research and molecular diagnostics. There is a worldwide installed base
\nof over 1,500 WAVE Systems as of December 31, 2011. We also distribute
\nbioinstruments produced by other manufacturers (“OEM Equipment”) through our
\nsales and distribution network. Service contracts to maintain installed systems
\nare sold and supported by our technical support personnel. The installed WAVE
\nbase and some OEM Equipment platforms generate a demand for consumables that are
\nrequired for the continued operation of the bioinstruments. We develop,
\nmanufacture and sell these consumable products. In addition, we manufacture and
\nsell consumable products that can be used on multiple, independent platforms.
\nThese products include SURVEYOR \u00ae<\/sup> Nuclease and a range of
\nchromatography columns.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For a complete description of our business, financial condition, results of
\noperations and other important information, we refer you to our filings with the
\nSecurities and Exchange Commission (the “SEC”) that are incorporated by
\nreference in this prospectus, including our Annual Report on Form 10-K for the
\nyear ended December 31, 2011. For instructions on how to find copies of these
\ndocuments, see “Where You Can Find Additional Information”.<\/p>\n<\/p>\n

We were incorporated in Delaware on March 6, 1997. Our principal office is
\nlocated at 12325 Emmet Street, Omaha, Nebraska 68164 and our telephone phone
\nnumber is 402-452-5400. Our website address is www.transgenomic.com<\/u>.
\nInformation on our website, or that can be accessed through our website, is not
\nincorporated by reference into this prospectus and does not constitute part of
\nthis prospectus.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n<\/p>\n

The Offering<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Issuer<\/strong><\/p>\n<\/td>\n

\n

Transgenomic, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Common Stock outstanding<\/strong><\/p>\n<\/td>\n

\n

71,625,725 Common Shares(1)<\/sup><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Common Stock, offered by the selling stockholders<\/strong><\/p>\n<\/td>\n

\n

33,000,000 Common Shares(2)<\/sup><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Common Stock outstanding after the offering<\/strong><\/p>\n<\/td>\n

\n

82,625,725 Common Shares(3)<\/sup><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Use of proceeds<\/strong><\/p>\n<\/td>\n

\n

We will not receive any proceeds from the sale of the Common Shares. We may,
\nhowever, receive cash proceeds upon the cash exercise of Warrants, and we intend
\nto use any such proceeds for general corporate and working capital purposes. See
\n“Use of Proceeds” beginning on
\npage
\n8<\/a> of this prospectus.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Listing<\/strong><\/p>\n<\/td>\n

\n

Our Common Stock is listed on the OTC Bulletin Board under the symbol “TBIO”.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Risk Factors<\/strong><\/p>\n<\/td>\n

\n

You should consider carefully the matters set forth under “Risk Factors”
\nbeginning on
\npage
\n7 <\/a>of this prospectus before deciding to purchase any of the Common Stock.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

(1)<\/p>\n<\/td>\n

\n

The number of shares shown to be outstanding is based on the number of shares
\nof our Common Stock outstanding as of March 13, 2012, and does not include
\nshares issuable upon exercise of warrants (including the shares of Common Stock
\nunderlying Warrants registered hereunder), shares issuable upon conversion of
\nthe outstanding shares of our Series A Convertible Preferred Stock into shares
\nof Common Stock or shares issuable upon exercise of outstanding options to
\nacquire Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(2)<\/p>\n<\/td>\n

\n

The number of shares shown to be registered hereunder includes 22,000,000
\nshares of Common Stock outstanding and 11,000,000 shares of Common Stock
\nissuable upon exercise of Warrants.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(3)<\/p>\n<\/td>\n

\n

The number of shares outstanding after the offering assumes full cash
\nexercise by the Selling Stockholders of the 11,000,000 shares of Common Stock
\nissuable upon exercise of Warrants being registered hereunder and includes the
\nCommon Shares issuable upon exercise of the Warrants, but excludes shares
\nissuable upon exercise of other warrants, shares issuable upon conversion of the
\noutstanding shares of our Series A Convertible Preferred Stock into shares of
\nCommon Stock and shares issuable upon exercise of outstanding options to acquire
\nCommon Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

RISK FACTORS<\/strong><\/p>\n

\n<\/p>\n

Ownership of the Common Stock involves certain risks. You should consider
\ncarefully the risks and uncertainties described in, or incorporated by reference
\nin, this prospectus, including the risks described below and under the caption
\n“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31,
\n2011, and in any other reports that we file with the SEC, along with the other
\ninformation included or incorporated by reference in this prospectus, in
\nevaluating an investment in the Common Stock. The information included or
\nincorporated by reference in this prospectus may be amended, supplemented or
\nsuperseded from time to time by other reports we file with the SEC in the
\nfuture. For a description of these reports and documents, and information about
\nwhere you can find them, see the sections entitled “Where You Can Find
\nAdditional Information” and Incorporation of Certain Information by Reference”
\nin this prospectus.<\/p>\n<\/p>\n<\/p>\n

The risks and uncertainties described in this prospectus and the documents
\nincorporated by reference in this prospectus are not the only ones facing us.
\nAdditional risks and uncertainties that we do not presently know about or that
\nwe current believe are not material may also adversely affect our business. If
\nany of the risks and uncertainties described in this prospectus or the documents
\nincorporated by reference herein actually occur, our business, financial
\ncondition and results of operations could be adversely affected in a material
\nway. This could cause the trading price of our Common Stock to decline, perhaps
\nsignificantly, and you may lose part or all of your investment.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n<\/p>\n

Our Common Stock is equity and therefore is subordinate to our
\nindebtedness and preferred stock.<\/em><\/strong><\/p>\n<\/p>\n

Our Common Stock is an equity interest and does not constitute indebtedness
\nof the Company. Consequently, our Common Stock ranks junior to all current and
\nfuture indebtedness of the Company and other non-equity claims against us with
\nrespect to assets available to satisfy claims against us, including in the event
\nof our liquidation or dissolution. We may, and our other subsidiaries may also,
\nincur additional indebtedness from time to time and may increase our aggregate
\nlevel of outstanding indebtedness.<\/p>\n<\/p>\n

Further, holders of our Common Stock are subject to the prior dividend and
\nliquidation rights of any holders of our preferred stock that may be outstanding
\nfrom time to time. Our Board of Directors has designated 3,879,307 shares of our
\nauthorized preferred stock as Series A Convertible Preferred Stock (the “Series
\nA Preferred”) with certain rights, privileges and preferences which are senior
\nto the rights of the holders of our Common Stock. Our Board of Directors is
\nauthorized to cause us to issue additional classes or series of preferred stock
\nwithout any action on the part of our common stockholders. If we issue
\nadditional shares of Series A Preferred or other preferred shares in the future
\nthat have a preference over our Common Stock with respect to the payment of
\ndividends or upon liquidation, or if we issue preferred shares with voting
\nrights that dilute the voting power of our Common Stock, then the rights of
\nholders of our Common Stock or the market price of our Common Stock could be
\nadversely affected.<\/p>\n<\/p>\n<\/p>\n

Sales of our shares issued in our recent private placement may
\ncause the market price of our shares to decline.<\/em><\/strong><\/p>\n<\/p>\n

On February 7, 2012, we issued 22,000,000 shares of Common Stock and Warrants
\nto purchase an additional 11,000,000 shares of Common Stock to investors.
\nPursuant to the Registration Rights Agreement with the Selling Stockholders, we
\nare registering with the SEC 33,000,000 of those shares and warrant shares for
\nresale as described in this prospectus. The shares issued on February 7, 2012
\nrepresent approximately 40% of our issued and outstanding shares of Common
\nStock, assuming full cash exercise of the Warrants. Upon effectiveness of this
\nregistration statement of which this prospectus is a part, these shares may be
\nfreely sold in the open market. The sale of a significant amount of shares in
\nthe open market, or the perception that these sales may occur, could cause the
\ntrading price of our Common Stock to decline or become highly volatile.<\/p>\n<\/p>\n<\/p>\n

Our ability to use our net operating losses to offset future
\ntaxable income will be subject to certain limitations.<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

In general, under Section 382 of the Internal Revenue Code of 1986, as
\namended, or the Internal Revenue Code, a corporation that undergoes an
\n“ownership change” is subject to limitations on its ability to utilize its
\npre-ownership change net operating losses, or NOLs, to offset future taxable
\nincome. Our existing NOLs will be subject to limitations arising from previous
\nownership changes, and if we undergo an ownership change in the future, our
\nability to utilize NOLs could be further limited by Section 382 of the Internal
\nRevenue Code. Furthermore, our ability to utilize NOLs of any companies that we
\nmay acquire in the future may be subject to limitations. As a result, if we earn
\nnet taxable income, our ability to use our pre-change net operating loss
\ncarryforwards to offset U.S. federal taxable income will be subject to
\nlimitations, which could potentially result in increased future tax liability to
\nus. The purchase of our Common Stock pursuant to this offering or acquisition of
\nour Common Stock upon Warrant exercise could potentially cause, or increase the
\nrisk of, an ownership change that triggers the Section 382 limitation upon the
\nutilization of our NOLs.<\/p>\n<\/p>\n<\/p>\n

Non-U.S. holders may be subject to U.S. income tax with respect
\nto gain on disposition of their Common Stock or Warrants.<\/em><\/strong><\/p>\n<\/p>\n

If we are or have been a U.S. real property holding corporation at any time
\nwithin the shorter of the five-year period preceding a disposition of Common
\nStock or a warrant by a non-U.S. holder or such holder’s holding period of the
\nstock disposed of, such non-U.S. holder may be subject to United States federal
\nincome tax with respect to gain on such disposition. We believe that we are not
\ncurrently, and do not anticipate becoming, a “United States real property
\nholding corporation” for U.S. federal income tax purposes. Even if we are
\nconsidered a U.S. real property holding corporation, an additional exception may
\nexempt a non-U.S. holder’s gain on disposition of our Common Stock or Warrants
\nfrom United States federal income tax. See section entitled “United States
\nFederal Income Tax Considerations” for further information.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

USE OF PROCEEDS<\/strong><\/p>\n

\n<\/p>\n

We will receive no proceeds from the sale of the Common Shares by the Selling
\nStockholders. We may, however, receive cash proceeds equal to the total exercise
\nprice of any Warrants to the extent that the Warrants are exercised. The
\nexercise price of the Warrants held by the Selling Stockholders is $1.25 per
\nshare of our Common Stock. The exercise price and the number of Common Shares
\nissuable upon exercise of the Warrants may be adjusted in certain circumstances,
\nincluding stock splits, dividends, distributions or reclassifications, and
\nmergers, consolidations, statutory share exchanges, or other similar
\ntransactions. However,<\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n<\/p>\n<\/p>\n

these Warrants contain a “cashless exercise” feature that allows the holders,
\nunder certain circumstances, to exercise the Warrants without making a cash
\npayment to us. There can be no assurance any of these Warrants will be exercised
\nby the Selling Stockholders at all or that these Warrants will be exercised for
\ncash rather than pursuant to the “cashless exercise” feature. To the extent we
\nreceive proceeds from the cash exercise of the Warrants, we may use such
\nproceeds to provide capital support or for general corporate purposes, which may
\ninclude, without limitation, supporting asset growth and engaging in
\nacquisitions or other business combinations. We do not have any specific plans
\nfor acquisitions or other business combinations at this time. Our management
\nwill retain broad discretion in the allocation of the net proceeds from the
\nexercise of the Warrants.<\/p>\n<\/p>\n<\/p>\n

We will pay certain expenses related to the registration of the shares of
\nCommon Stock.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

DETERMINATION OF OFFERING PRICE<\/strong><\/p>\n

\n

The Selling Stockholders will determine at what price they may sell the
\noffered shares, and such sales may be made at prevailing market prices, or at
\nprivately negotiated prices<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

PLAN OF DISTRIBUTION<\/strong><\/p>\n

\n<\/p>\n

We are registering the shares of Common Stock previously issued to the
\nSelling Stockholders and issuable upon exercise of the Warrants previously
\nissued to the Selling Stockholders to permit the resale of these shares of
\nCommon Stock by the holders of the Common Stock and Warrants from time to time
\nafter the date of this prospectus. We will not receive any of the proceeds from
\nthe sale by the Selling Stockholders of the shares of Common Stock. We will bear
\nall fees and expenses incident to our obligation to register the shares of
\nCommon Stock.<\/p>\n<\/p>\n<\/p>\n

The Selling Stockholders, or their pledges, donees, transferees, or any of
\ntheir successors in interest selling shares received from a Selling Shareholder
\nas a gift, partnership distribution or other non-sale related transfer after the
\ndate of this prospectus, may sell all or a portion of the shares of Common Stock
\nbeneficially owned by them and offered hereby from time to time directly or
\nthrough one or more underwriters, broker-dealers or agents. If the shares of
\nCommon Stock are sold through underwriters or broker-dealers, the Selling
\nStockholders will be responsible for underwriting discounts or commissions or
\nagent’s commissions. The shares of Common Stock may be sold in one or more
\ntransactions at fixed prices, at prevailing market prices at the time of the
\nsale, at varying prices determined at the time of sale, or at negotiated prices.
\nThe Selling Stockholders will act independently of us in making decisions with
\nrespect to the timing, manner and size of each sale. These sales may be affected
\nin transactions, which may involve crosses or block transactions,<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

on any national securities exchange or quotation service on which the
\nsecurities may be listed or quoted at the time of sale;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

in the over-the-counter market;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

in transactions otherwise than on these exchanges or systems or in the
\nover-the-counter market;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

through the writing of options, whether such options are listed on an options
\nexchange or otherwise;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

ordinary brokerage transactions and transactions in which the broker-dealer
\nsolicits purchasers;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

block trades in which the broker-dealer will attempt to sell the shares as
\nagent but may position and resell a portion of the block as principal to
\nfacilitate the transaction;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

purchases by a broker-dealer as principal and resale by the broker-dealer for
\nits account;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

an exchange distribution in accordance with the rules of the applicable
\nexchange;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

privately negotiated transactions;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

short sales;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

through the distribution of the Common Stock by any Selling Stockholders to
\nits partners, members or stockholders;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

through one or more underwritten offerings on a firm commitment or best
\nefforts basis;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

sales pursuant to Rule 144;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

broker-dealers may agree with the Selling Stockholders to sell a specified
\nnumber of such shares at a stipulated price per share;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

a combination of any such methods of sale; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

any other method permitted pursuant to applicable law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Selling Shareholders may also transfer the Common Shares by gift.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n<\/p>\n<\/p>\n

The Selling Shareholders may engage brokers and dealers, and any brokers or
\ndealers may arrange for other brokers or dealers to participate in effecting
\nsales of the Common Shares. These brokers, dealers or underwriters may act as
\nprincipals, or as an agent of a Selling Shareholder. Broker-dealers may agree
\nwith a Selling Shareholder to sell a specified number of the Common Shares at a
\nstipulated price per security. If the broker-dealer is unable to sell the Common
\nShares acting as agent for a Selling Shareholder, it may purchase as principal
\nany unsold Common Shares at the stipulated price. Broker-dealers who acquire
\nCommon Shares as principals may thereafter resell the Common Shares from time to
\ntime in transactions in any stock exchange or automated interdealer quotation
\nsystem on which the Common Shares are then listed, at prices and on terms then
\nprevailing at the time of sale, at prices related to the then-current market
\nprice or in negotiated transactions. Broker-dealers may use block transactions
\nand sales to and through broker-dealers, including transactions of the nature
\ndescribed above. The Selling Shareholders may also sell the Common Shares in
\naccordance with Rule 144 under the Securities Act of 1933, as amended, rather
\nthan pursuant to this prospectus, regardless of whether the Common Shares are
\ncovered by this prospectus<\/p>\n<\/p>\n<\/p>\n

If the Selling Stockholders effect such transactions by selling shares of
\nCommon Stock to or through underwriters, broker-dealers or agents, such
\nunderwriters, broker-dealers or agents may receive commissions in the form of
\ndiscounts, concessions or commissions from the Selling Stockholders or
\ncommissions from purchasers of the shares of Common Stock for whom they may act
\nas agent or to whom they may sell as principal (which discounts, concessions or
\ncommissions as to particular underwriters, broker-dealers or agents may be in
\nexcess of those customary in the types of transactions involved). In connection
\nwith sales of the shares of Common Stock or otherwise, the Selling Stockholders
\nmay enter into hedging transactions with broker-dealers, which may in turn
\nengage in short sales of the shares of Common Stock in the course of hedging in
\npositions they assume. The Selling Stockholders may also sell shares of Common
\nStock short and deliver shares of Common Stock covered by this prospectus to
\nclose out short positions and to return borrowed shares in connection with such
\nshort sales. The Selling Stockholders may also loan or pledge shares of Common
\nStock to broker-dealers that in turn may sell such shares.<\/p>\n<\/p>\n<\/p>\n

The Selling Stockholders may pledge or grant a security interest in some or
\nall of the shares of Common Stock or Warrants owned by them and, if they default
\nin the performance of their secured obligations, the pledgees or secured parties
\nmay offer and sell the shares of Common Stock from time to time pursuant to this
\nprospectus or any amendment to this prospectus under Rule 424(b)(3) or other
\napplicable provision of the Securities Act amending, if necessary, the list of
\nSelling Stockholders to include the pledgee, transferee or other successors in
\ninterest as Selling Stockholders under this prospectus. The Selling Stockholders
\nalso may transfer and donate the shares of Common Stock in other circumstances
\nin which case the transferees, donees, pledgees or other successors in interest
\nwill be the selling beneficial owners for purposes of this prospectus.<\/p>\n<\/p>\n<\/p>\n

In addition, a Selling Shareholder may, from time to time, sell the Common
\nShares short, and, in those instances, this prospectus may be delivered in
\nconnection with the short sales and the Common Shares offered under this
\nprospectus may be used to cover short sales.<\/p>\n<\/p>\n<\/p>\n

The Selling Stockholders and any broker-dealer participating in the
\ndistribution of the shares of Common Stock may be deemed to be “underwriters”
\nwithin the meaning of the Securities Act, and any commission paid, or any
\ndiscounts or concessions allowed to, any such broker-dealer may be deemed to be
\nunderwriting commissions or discounts under the Securities Act. At the time a
\nparticular offering of the shares of Common Stock is made, a prospectus
\nsupplement, if required, will be distributed which will set forth the aggregate
\namount of shares of Common Stock being offered and the terms of the offering,
\nincluding the name or names of any broker-dealers or agents, any discounts,
\ncommissions and other terms constituting compensation from the Selling
\nStockholders and any discounts, commissions or concessions allowed or reallowed
\nor paid to broker-dealers. The Selling Stockholders may indemnify any
\nbroker-dealer that participates in transactions involving the sale of the shares
\nof Common Stock against certain liabilities, including liabilities arising under
\nthe Securities Act.<\/p>\n<\/p>\n<\/p>\n

Under the securities laws of some states, the shares of Common Stock may be
\nsold in such states only through registered or licensed brokers or dealers. In
\naddition, in some states the shares of Common Stock may not be sold unless such
\nshares have been registered or qualified for sale in such state or an exemption
\nfrom registration or qualification is available and is complied with.<\/p>\n<\/p>\n<\/p>\n

There can be no assurance that any Selling Stockholder will sell any or all
\nof the shares of Common Stock registered pursuant to the registration statement,
\nof which this prospectus forms a part.<\/p>\n<\/p>\n<\/p>\n

The Selling Stockholders and any other person participating in such
\ndistribution will be subject to applicable provisions of the Exchange Act and
\nthe rules and regulations thereunder, including, without limitation, Regulation
\nM of the Exchange Act, which may limit the timing of purchases and sales of any
\nof the shares of Common Stock by the Selling Stockholders and any other
\nparticipating person. Regulation M may also restrict the ability of any person
\nengaged in the distribution of the shares of Common Stock to engage in
\nmarket-making activities with respect to the shares of Common Stock. All of the
\nforegoing may affect the marketability of the shares of Common Stock and the
\nability of any person or entity to engage in market-making activities<\/p>\n<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n<\/p>\n

with respect to the shares of Common Stock.<\/p>\n<\/p>\n<\/p>\n

We will pay all expenses of the registration of the shares of Common Stock
\npursuant to the Registration Rights Agreement, estimated to be $54,316 in total,
\nincluding, without limitation, SEC filing fees and expenses of compliance with
\nstate securities or “Blue Sky” laws; provided<\/em>, however<\/em>, that a
\nSelling Stockholder will pay all underwriting discounts and selling commissions,
\nif any. We will indemnify the Selling Stockholders against liabilities,
\nincluding some liabilities under the Securities Act, in accordance with the
\nRegistration Rights Agreement, or the Selling Stockholders will be entitled to
\ncontribution. We may be indemnified by the Selling Stockholders against civil
\nliabilities, including liabilities under the Securities Act, that may arise from
\nany written information furnished to us by the selling stockholder specifically
\nfor use in this prospectus, in accordance with Registration Rights Agreement, or
\nwe may be entitled to contribution.<\/p>\n<\/p>\n<\/p>\n

Once sold under the registration statement, of which this prospectus forms a
\npart, the shares of Common Stock will be freely tradable in the hands of persons
\nother than our affiliates.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

SELLING STOCKHOLDERS<\/strong><\/p>\n

\n

We have prepared this prospectus to allow the Selling Stockholders or their
\nsuccessors, assignees or other permitted transferees to sell or otherwise
\ndispose of, from time to time, up to 33,000,000 shares of our Common Stock. The
\n33,000,000 shares includes the following: (i) 19,000,000 shares of our Common
\nStock issued pursuant to the Securities Purchase Agreement dated February 2,
\n2012 (the “Securities Purchase Agreement”); (ii) 9,500,000 shares of Common
\nStock issuable upon exercise of five-year Warrants with an exercise price of
\n$1.25 issued pursuant to the Securities Purchase Agreement; (iii) 3,000,000
\nshares of Common Stock issued to the entities associated with Third Security,
\nLLC (the “Third Security Entities”) in connection with the conversion of the
\nconvertible notes issued by us; and (iv) 1,500,000 shares of Common Stock
\nissuable to the Third Security Entities upon exercise of Warrants on the same
\nterms as the investors in the above-described private placement.<\/p>\n<\/p>\n<\/p>\n

The table below presents information regarding the Selling Stockholders and
\nthe shares of our Common Stock that they may sell or otherwise dispose of from
\ntime to time under this prospectus. The table is based on information supplied
\nto us by the Selling Stockholders. Percentages of beneficial ownership are based
\nupon 98,142,953 shares of Common Stock issued and outstanding as of March 13,
\n2012. Beneficial ownership is determined under Section 13(d) of the Exchange Act
\nand generally includes voting or investment power with respect to securities and
\nincluding any securities that grant the Selling Stockholders the right to
\nacquire Common Stock within 60 days of March 13, 2012. We do not know when or in
\nwhat amounts the Selling Stockholders may sell or otherwise dispose of the
\nshares covered hereby. The Selling Stockholders might not sell any or all of the
\nshares covered by this prospectus or may sell or dispose of some or all of the
\nshares other than pursuant to this prospectus. Because the Selling Stockholders
\nmay not sell or otherwise dispose of some or all of the shares covered by this
\nprospectus and because there are currently no agreements, arrangements or
\nunderstandings with respect to the sale or other disposition of any of the
\nshares, we cannot estimate the number of the shares that will be held by the
\nSelling Stockholders after completion of the offering.<\/p>\n<\/p>\n<\/p>\n

Except as provided below, none of the Selling Stockholders has held any
\nposition or office or had any other material relationship with us or any of our
\npredecessors or affiliates within the past three years other than as a result of
\nthe ownership of our securities.<\/p>\n<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Selling Stockholder<\/strong><\/p>\n<\/td>\n

\n

Number of Shares of Common Stock Owned Prior to
\nOffering<\/strong>(1)<\/sup><\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Maximum Number of Shares of Common Stock to be Offered
\nPursuant to this Prospectus<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Number of Shares of Common Stock Owned After
\nOffering<\/strong> (2)<\/sup><\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Number<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Number<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Number<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Percent<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

James E. Douglas III(3)<\/sup><\/p>\n<\/td>\n

\n

600,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

600,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

K & M Douglas TR u\/a dtd 3\/23\/06. Kevin and Michelle Douglas
\nTTEES(3)<\/sup><\/p>\n<\/td>\n

\n

2,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

11<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Douglas Irrev Descendants TR u\/a dtd 8\/7\/98 Kevin & Michelle Douglas
\nTTEES(3)<\/sup><\/p>\n<\/td>\n

\n

1,980,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,980,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Douglas Family TR u\/a dtd 1\/29\/90 James and Jean Douglas TTEES(3)<\/sup>\n<\/p>\n<\/td>\n

\n

1,020,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,020,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Special Situations Fund II QP, L.P.(4)<\/sup><\/p>\n<\/td>\n

\n

2,625,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2,625,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Special Situations Private Equity Fund, L.P.(4)<\/sup><\/p>\n<\/td>\n

\n

1,125,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,125,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Special Situations Life Sciences Fund, L.P.(4)<\/sup><\/p>\n<\/td>\n

\n

1,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Third Security Incentive 2010 LLC (5)<\/sup><\/p>\n<\/td>\n

\n

4,052,626<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

900,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3,152,626<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Third Security Staff 2010 LLC (5)<\/sup><\/p>\n<\/td>\n

\n

8,105,252<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,800,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6,305,252<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Third Security Senior Staff 2008 LLC (5)<\/sup><\/p>\n<\/td>\n

\n

8,105,252<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,800,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6,305,252<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Fidelity Select Portfolios: Biotechnology Portfolio(6)<\/sup><\/p>\n<\/td>\n

\n

4,257,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4,257,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Fidelity Advisor Series VII: Fidelity Advisor Biotechnology
\nFund(6)<\/sup><\/p>\n<\/td>\n

\n

243,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

243,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Perceptive Life Sciences Master Fund Ltd.(7)<\/sup><\/p>\n<\/td>\n

\n

3,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Burguete Investment Partnership, LP(8)<\/sup><\/p>\n<\/td>\n

\n

1,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Robert G. Allison<\/p>\n<\/td>\n

\n

255,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

255,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

William H. Baxter Trustee FBO William H. Baxter Revocable Trust u\/a dtd
\n7\/3\/96<\/p>\n<\/td>\n

\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Gary A. Bergren<\/p>\n<\/td>\n

\n

90,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

90,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

David & Carole Brown TTEES FBO David & Carole Brown Rev Tr u\/a dtd
\n10\/23\/97<\/p>\n<\/td>\n

\n

52,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

52,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Dennis D. Gonyea<\/p>\n<\/td>\n

\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Dorothy J. Hoel<\/p>\n<\/td>\n

\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Dr. Paul & Nancy Seel JtRos<\/p>\n<\/td>\n

\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

E. Terry Skone TTEE E. Terry Skone Rev TR u\/a dtd 11\/30\/05<\/p>\n<\/td>\n

\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Janet & Donald Voight TTEES FBO Janet M Voight TR u\/a dtd 8\/28\/96<\/p>\n<\/td>\n

\n

52,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

52,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Kettle Hill Master Fund, Ltd(9)<\/sup><\/p>\n<\/td>\n

\n

274,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

274,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Kettle Hill Partners II, LP(9)<\/sup><\/p>\n<\/td>\n

\n

148,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

148,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Kettle Hill Partners, LP(9)<\/sup><\/p>\n<\/td>\n

\n

327,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

327,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Capital Ventures International(10)<\/sup><\/p>\n<\/td>\n

\n

750,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

750,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

DAFNA Lifescience LTD(11)<\/sup><\/p>\n<\/td>\n

\n

247,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

247,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

DAFNA Lifescience Market Neutral LTD(11)<\/sup><\/p>\n<\/td>\n

\n

202,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

202,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

DAFNA Lifescience Select LTD(11)<\/sup><\/p>\n<\/td>\n

\n

300,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

300,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Aristides Fund LP(12)<\/sup><\/p>\n<\/td>\n

\n

600,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

600,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Pennington Capital LLC(13)<\/sup><\/p>\n<\/td>\n

\n

560,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

450,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

110,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Itasca Capital Partners, LLC(14)<\/sup><\/p>\n<\/td>\n

\n

405,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

375,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

L2 Opportunity Fund(15)<\/sup><\/p>\n<\/td>\n

\n

375,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

375,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

FT Options, LLC(16)<\/sup><\/p>\n<\/td>\n

\n

375,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

375,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Brian H. Davidson<\/p>\n<\/td>\n

\n

375,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

375,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Iroquois Master Fund, Ltd.(17)<\/sup><\/p>\n<\/td>\n

\n

300,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

300,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

MLPF&S FPO Gary S. Kohler RRA FBO Gary S. Kohler<\/p>\n<\/td>\n

\n

300,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

300,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Kingsbrook Opportunities Master Fund LP(18)<\/sup><\/p>\n<\/td>\n

\n

300,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

300,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

12<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Cranshire Capital Master Fund, Ltd.(19)<\/sup><\/p>\n<\/td>\n

\n

210,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

210,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Freestone Advantage Partners II, LP(20)<\/sup><\/p>\n<\/td>\n

\n

15,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Midsummer Small Cap Master, Ltd.(21)<\/sup><\/p>\n<\/td>\n

\n

225,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

225,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Lacuna Hedge Fund LLLP(22)<\/sup><\/p>\n<\/td>\n

\n

187,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

187,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Doit L. Koppler II (23)<\/sup><\/p>\n<\/td>\n

\n

107,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

52,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Robert M. Patzig (24)<\/sup><\/p>\n<\/td>\n

\n

92,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Theodore J. Fisher (25)<\/sup><\/p>\n<\/td>\n

\n

22,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

22,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

MLPF&S FPO Michael John Qualen IRA FB(26)<\/sup><\/p>\n<\/td>\n

\n

150,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

150,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Craig-Hallum Capital Group 401k Bradley W. Baker Roth 401k
\nAcct.(27)<\/sup><\/p>\n<\/td>\n

\n

30,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Bradley W. Baker(27)<\/sup><\/p>\n<\/td>\n

\n

150,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

150,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

George F. Sutton(28)<\/sup><\/p>\n<\/td>\n

\n

77,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

James H. Zavoral, Jr. and Johanna M. Zavoral(29)<\/sup><\/p>\n<\/td>\n

\n

97,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

97,500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Craig-Hallum Capital Group 401k UTD 5\/30\/02 Contribution Acct A\/C William F.
\nHartfiel II(30)<\/sup><\/p>\n<\/td>\n

\n

150,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

150,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

John L. Flood(31)<\/sup><\/p>\n<\/td>\n

\n

90,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

90,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

MLPF&S Cust FPO John L. Flood IRRA FBO John L. Flood(31)<\/sup><\/p>\n<\/td>\n

\n

90,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

90,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Kevin P. Harris(32)<\/sup><\/p>\n<\/td>\n

\n

180,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

180,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

MLPF&S Cust FPO Michael J. Hasslinger IRRA FBO Michael J.
\nHasslinger(33)<\/sup><\/p>\n<\/td>\n

\n

75,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

75,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

: Represents less than 1%<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(1)<\/p>\n<\/td>\n

\n

The number of shares for each Selling Stockholder consists of the aggregate
\nof the number of shares of Common Stock held by such Selling Stockholder and
\nshares of Common Stock issuable upon exercise of Warrants held by such Selling
\nStockholder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(2)<\/p>\n<\/td>\n

\n

For purposes of this table, the Company assumes that all of the shares
\ncovered by this prospectus will be sold by the Selling Stockholders.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(3)<\/p>\n<\/td>\n

\n

Kevin Douglas and his wife, Michelle Douglas, hold shares jointly as the
\nbeneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin
\nDouglas and Michelle Douglas are co-trustees of the James Douglas and Jean
\nDouglas Irrevocable Descendants’ Trust. Kevin Douglas also has dispositive power
\nwith respect to the shares held by the Douglas Family Trust and the shares held
\nby James E. Douglas III.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(4)<\/p>\n<\/td>\n

\n

MGP Advisors Limited (“MGP”) is the general partner of the Special Situations
\nFund III, QP, L.P. AWM Investment Company, Inc. (“AWM”) is the general partner
\nof MGP and the investment adviser to the Special Situations Fund III, QP, L.P.,
\nSpecial Situations Private Equity Fund, L.P. and Special Situations Life
\nSciences Fund, L.P. Austin W. Marxe and David M. Greenhouse are the principal
\nowners of MGP and AWM. Through their control of MGP and AWM, Messrs. Marxe and
\nGreenhouse share voting and investment control over the portfolio securities of
\neach of the funds listed above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(5)<\/p>\n<\/td>\n

\n

Randal J. Kirk makes investment and voting decisions with respect to shares
\nheld by the Third Security Entities. The Third Security Entities are the holders
\nof all of the shares outstanding of our Series A Preferred and the amount of
\nsecurities beneficially owned by each of the Third Security Entities includes
\nshares of Common Stock issuable upon conversion of the outstanding shares of
\nSeries A Preferred and the conversion of shares of Series A Preferred issuable
\nupon exercise of warrants for shares of Series A Convertible Preferred Stock.
\nThe holders of Series A Preferred have the right to appoint two members to our
\nBoard of Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(6)<\/p>\n<\/td>\n

\n

Fidelity Management & Research Company (“Fidelity”), 82 Devonshire
\nStreet, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR LLC and an
\ninvestment adviser registered under Section 203 of the Investment Advisers Act
\nof 1940, is the beneficial owner of 4,500,000 shares of the Company as a result
\nof acting as investment adviser to various investment companies registered under
\nSection 8 of the Investment Company Act of 1940.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

13<\/p>\n

\n

\n<\/p>\n<\/p>\n

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the
\nfunds each has sole power to dispose of the 4,500,000 Shares owned by the Funds.
\nMembers of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the
\npredominant owners, directly or through trusts, of Series B voting common shares
\nof FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family
\ngroup and all other Series B shareholders have entered into a shareholders’
\nvoting agreement under which all Series B voting common shares will be voted in
\naccordance with the majority vote of Series B voting common shares. Accordingly,
\nthrough their ownership of voting common shares and the execution of the
\nshareholders’ voting agreement, members of the Johnson family may be deemed,
\nunder the Investment Company Act of 1940, to form a controlling group with
\nrespect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR
\nLLC, has the sole power to vote or direct the voting of the shares owned
\ndirectly by the Fidelity funds, which power resides with the Funds’ Boards of
\nTrustees. Fidelity carries out the voting of the shares under written guidelines
\nestablished by the Funds’ Boards of Trustees. Fidelity has indicated that it may
\nbe deemed to be an affiliate of a registered broker-dealer. Fidelity has
\nrepresented that it acquired the shares in the ordinary course of business and,
\nat the time of the acquisition of the shares, had no agreements or
\nunderstandings, directly or indirectly, with any person to distribute the
\nshares.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(7)<\/p>\n<\/td>\n

\n

Joseph Edelman makes investment and voting decisions with respect to shares
\nheld by Perceptive Life Sciences Master Fund Ltd.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(8)<\/p>\n<\/td>\n

\n

James J. Tiampo, President of Verbier Management Corp., which is the general
\npartner of Burguete Investment Partnership, LP, makes investment and voting
\ndecisions with respect to shares held by Burguete Investment Partnership, LP.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(9)<\/p>\n<\/td>\n

\n

Andrew Yoichi Kurita, Portfolio Manager, makes investment and voting
\ndecisions with respect to shares held by Kettle Hill Master Fund, Ltd., Kettle
\nHill Partners, L.P. and Kettle Hill Partners II, L.P.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(10)<\/p>\n<\/td>\n

\n

Heights Capital Management, Inc., the authorized agent of Capital Ventures
\nInternational (“CVI”), has discretionary authority to vote and dispose of the
\nshares held by CVI and may be deemed to be the beneficial owner of these shares.
\nMartin Kobinger, in his capacity as Investment Manager of Heights Capital
\nManagement, Inc., may also be deemed to have investment discretion and voting
\npower over the shares held by CVI. Mr. Kobinger disclaims any such beneficial
\nownership of the shares. CVI is affiliated with one or more FINRA members, none
\nof whom are currently expected to participate in the sale pursuant to the
\nprospectus contained in this Registration Statement of shares held by CVI. CVI
\nhas represented that it acquired the shares in the ordinary course of business
\nand, at the time of the acquisition of the shares, had no agreements or
\nunderstandings, directly or indirectly, with any person to distribute the
\nshares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(11)<\/p>\n<\/td>\n

\n

Fariba Ghodsian, Managing Member, makes investment and voting decisions with
\nrespect to shares held by DAFNA Lifescience LTD, DAFNA Lifescience Market
\nNeutral LTD and DAFNA Lifescience Select LTD.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(12)<\/p>\n<\/td>\n

\n

Christopher M. Brown, Managing Member of the general partner of Aristides
\nFund LP, makes investment and voting decisions with respect to shares held by
\nAristides Fund LP.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(13)<\/p>\n<\/td>\n

\n

Robert J. Evans, Managing Partner, makes investment and voting decisions with
\nrespect to shares held by Pennington Capital LLC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(14)<\/p>\n<\/td>\n

\n

Michael S. Wallace, Managing Member, makes investment and voting decisions
\nwith respect to shares held by Itasca Capital Partners, LLC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(15)<\/p>\n<\/td>\n

\n

Russ Silvestri, Managing Director, makes investment and voting decisions with
\nrespect to shares held by L2 Opportunity Fund.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(16)<\/p>\n<\/td>\n

\n

Zachary Quinn Piper, Partner, makes investment and voting decisions with
\nrespect to shares held by FT Options, LLC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(17)<\/p>\n<\/td>\n

\n

Iroquois Capital Management L.L.C. (Iroquois Capital) is the investment
\nmanager of Iroquois Master Fund, Ltd (IMF). Consequently, Iroquois Capital has
\nvoting control and investment discretion over securities held by IMF. As
\nmanaging members of Iroquois Capital, Joshua Silverman and Richard Abbe make
\nvoting and investment decisions on behalf of Iroquois Capital in its capacity as
\ninvestment manager to IMF. As a result of the foregoing, Mr. Silverman and Mr.
\nAbbe may be deemed to have beneficial ownership (as determined under Section
\n13(d) of the Securities Exchange Act of 1934, as amended) of the securities held
\nby IMF. Notwithstanding the foregoing, Mr. Silverman and Mr. Abbe disclaim such
\nbeneficial ownership.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(18)<\/p>\n<\/td>\n

\n

Kingsbrook Partners LP (“Kingsbrook Partners”) is the investment manager of
\nKingsbrook Opportunities Master Fund LP (“Kingsbrook Opportunities”) and
\nconsequently has voting control and investment discretion over securities held
\nby Kingsbrook Opportunities. Kingsbrook Opportunities GP LLC (“Opportunities
\nGP”) is the general partner of Kingsbrook Opportunities and may be considered
\nthe beneficial owner of any securities deemed<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

14<\/p>\n

\n

\n<\/p>\n<\/p>\n

to be beneficially owned by Kingsbrook Opportunities. KB GP LLC (“GP LLC”) is
\nthe general partner of Kingsbrook Partners and may be considered the beneficial
\nowner of any securities deemed to be beneficially owned by Kingsbrook Partners.
\nAri J. Storch, Adam J. Chill and Scott M. Wallace are the sole managing members
\nof Opportunities GP and GP LLC and as a result, may be considered beneficial
\nowners of any securities deemed beneficially owned by Opportunities GP and GP
\nLLC. Each of Kingsbrook Partners, Opportunities GP, GP LLC and Messrs. Storch,
\nChill and Wallace disclaim beneficial ownership of these securities.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(19)<\/p>\n<\/td>\n

\n

Cranshire Capital Advisors, LLC (“CCA”) is the investment manager of
\nCranshire Capital Master Fund, Ltd. (“Cranshire Master Fund”) and has voting
\ncontrol and investment discretion over securities held by Cranshire Master Fund.
\nMitchell P. Kopin, the president, the sole member and the sole member of the
\nBoard of Managers of CCA, has voting control over CCA. As a result, each of Mr.
\nKopin and CCA may be deemed to have beneficial ownership (as determined under
\nSection 13(d) of the Exchange Act of the securities held by Cranshire Master
\nFund. CCA is also the investment manager for a managed account for Freestone
\nAdvantage Partners, II LP (“Freestone II”), and CCA has voting control and
\ninvestment discretion over securities held by Freestone II. As a result, Mr.
\nKopin may be deemed to be the beneficial owner of the 15,000 shares of Common
\nStock held by Freestone II consisting of (i) 10,000 shares of Common Stock held
\nby Freestone II, and (ii) 5,000 shares of Common Stock issuable upon exercise of
\nWarrants held by Freestone II.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(20)<\/p>\n<\/td>\n

\n

Cranshire Capital Advisors, LLC (“CCA”) is the investment manager of a
\nmanaged account for Freestone Advantage Partners II, LP (“Freestone II”) and has
\nvoting control and investment discretion over securities held by Freestone II in
\nsuch managed account. Mitchell P. Kopin, the president, the sole member and the
\nsole member of the Board of Managers of CCA, has voting control over CCA. As a
\nresult, Mr. Kopin and CCA may be deemed to be the beneficial owner (as
\ndetermined under Section 13(d) of the Securities Exchange Act, as amended) of
\nthe securities held by Freestone II in such managed account. CCA is also the
\ninvestment manager of Cranshire Capital Master Fund, Ltd (“Cranshire Master
\nFund”) and CCA has voting control and investment discretion over securities held
\nby Cranshire Master Fund. Mr. Kopin, the sole member and the sole member of the
\nBoard of Managers of CCA, has voting control over CCA. As a result, each of Mr.
\nKopin and CCA may be deemed to have beneficial ownership (as determined under
\nSection 13(d) of the Securities Exchange Act, as amended) of the securities held
\nby Cranshire Master Fund that are described in footnote 19 above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(21)<\/p>\n<\/td>\n

\n

Joshua Thomas or Michel Amsalem make investment and voting decisions with
\nrespect to shares held by Midsummer Small Cap Master, Ltd.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(22)<\/p>\n<\/td>\n

\n

Richard O’Leary, Partner, makes investment and voting decisions with respect
\nto shares held by Lacuna Hedge Fund, LLLP.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(23)<\/p>\n<\/td>\n

\n

Mr. Koppler is a member of our Board of Directors and was appointed by the
\nThird Security Entities, as holders of Series A Preferred.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(24)<\/p>\n<\/td>\n

\n

Mr. Patzig serves on our Board of Directors and was appointed by the Third
\nSecurity Entities, as holders of Series A Preferred.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(25)<\/p>\n<\/td>\n

\n

Mr. Fisher serves as assistant general counsel to the Third Security
\nEntities, which are also Selling Stockholders hereunder and holders of Series A
\nPreferred.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(26)<\/p>\n<\/td>\n

\n

Mr. Qualen has indicated that he may be deemed to be an affiliate of a
\nregistered broker-dealer. Mr. Qualen has represented that he acquired his shares
\nin the ordinary course of business and, at the time of the acquisition of the
\nshares, had no agreements or understandings, directly or indirectly, with any
\nperson to distribute the shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(27)<\/p>\n<\/td>\n

\n

Mr. Baker makes investment and voting decisions with respect to shares held
\nin the Craig-Halum Capital Group 401(k) Bradley W. Baker Roth 410(k) Account.
\nMr. Baker has indicated that he may be deemed to be an affiliate of a registered
\nbroker-dealer. Mr. Baker has represented that he acquired his shares in the
\nordinary course of business and, at the time of the acquisition of the shares,
\nhad no agreements or understandings, directly or indirectly, with any person to
\ndistribute the shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(28)<\/p>\n<\/td>\n

\n

Mr. Sutton has indicated that he may be deemed to be an affiliate of a
\nregistered broker-dealer. Mr. Sutton has represented that he acquired his shares
\nin the ordinary course of business and, at the time of the acquisition of the
\nshares, had no agreements or understandings, directly or indirectly, with any
\nperson to distribute the shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(29)<\/p>\n<\/td>\n

\n

Mr. and Mrs. Zavoral have indicated that they may be deemed to be an
\naffiliate of a registered broker-dealer. Mr. and Mrs. Zavoral have represented
\nthat they acquired their shares in the ordinary course of business and, at the
\ntime of the acquisition of the shares, had no agreements or understandings,
\ndirectly or indirectly, with any person to distribute the shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(30)<\/p>\n<\/td>\n

\n

Mr. Hartfield has indicated that he may be deemed to be an affiliate of a
\nregistered broker-dealer. Mr. Hartfield<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

15<\/p>\n

\n

\n<\/p>\n<\/p>\n

has represented that he acquired his shares in the ordinary course of
\nbusiness and, at the time of the acquisition of the shares, had no agreements or
\nunderstandings, directly or indirectly, with any person to distribute the
\nshares.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(31)<\/p>\n<\/td>\n

\n

Mr. Flood has indicated that he may be deemed to be an affiliate of a
\nregistered broker-dealer. Mr. Flood has represented that he acquired his shares
\nin the ordinary course of business and, at the time of the acquisition of the
\nshares, had no agreements or understandings, directly or indirectly, with any
\nperson to distribute the shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(32)<\/p>\n<\/td>\n

\n

Mr. Harris has indicated that he may be deemed to be an affiliate of a
\nregistered broker-dealer. Mr. Harris has represented that he acquired his shares
\nin the ordinary course of business and, at the time of the acquisition of the
\nshares, had no agreements or understandings, directly or indirectly, with any
\nperson to distribute the shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(33)<\/p>\n<\/td>\n

\n

Mr. Haslinger has indicated that he may be deemed to be an affiliate of a
\nregistered broker-dealer. Mr. Haslinger has represented that he acquired his
\nshares in the ordinary course of business and, at the time of the acquisition of
\nthe shares, had no agreements or understandings, directly or indirectly, with
\nany person to distribute the shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

DESCRIPTION OF COMMON STOCK<\/strong><\/p>\n

\n<\/p>\n

\n<\/p>\n

General Matters<\/strong><\/p>\n<\/p>\n

The Company’s Board of Directors is authorized to issue up to 100,000,000
\nshares of Common Stock, from time to time, as provided in a resolution or
\nresolutions adopted by the Board of Directors.<\/p>\n<\/p>\n

Common Stock<\/strong><\/p>\n<\/p>\n<\/p>\n

As of March 13, 2012, 71,625,725 shares of our Common Stock were issued and
\noutstanding, held by approximately 2,800 stockholders of record, not including
\nbeneficial holders whose shares are held in names other than their own.<\/p>\n<\/p>\n<\/p>\n

Dividends, Voting Rights and Liquidation<\/strong><\/p>\n<\/p>\n<\/p>\n

Holders of Common Stock are entitled to one vote for each share held of
\nrecord on all matters submitted to a vote of the shareholders and do not have
\ncumulative voting rights. Holders of Common Stock are entitled to receive
\nratably such dividends, if any, as may be declared from time to time by our
\nBoard of Directors out of funds legally available for dividend payments. All
\noutstanding shares of Common Stock are fully paid and non-assessable. The
\nholders of Common Stock have no preferences or rights of conversion, exchange,
\npre-emption or other subscription rights. There are no redemption or sinking
\nfund provisions applicable to the Common Stock. In the event of any liquidation,
\ndissolution or winding-up of our affairs, holders of Common Stock will be
\nentitled to share ratably in our assets that are remaining after payment or
\nprovision for payment of all of our debts and obligations. The rights,
\npreferences and privileges of Common Stock are subject to, and may be adversely
\naffected by, the rights of the holders of shares of any series of preferred
\nstock currently outstanding or which may designate and issue in the future.<\/p>\n<\/p>\n<\/p>\n

Preferred Stock<\/strong><\/p>\n<\/p>\n<\/p>\n

General Matters<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Under our Third Amended and Restated Certificate of Incorporation (the
\n“Certificate of Incorporation”), we have the authority to issue up to 15,000,000
\nshares of preferred stock, $0.01 par value per share (“Preferred Stock”),
\nissuable in specified series and having specified voting, dividend, conversion,
\nliquidation, and other rights and preferences as our Board of Directors may
\ndetermine, subject to limitations set forth in our Certificate of Incorporation.
\nThe Preferred Stock may be issued for any lawful corporate purpose without
\nfurther action by our stockholders. The issuance of any Preferred Stock having
\nconversion rights might have the effect of diluting the interests of our other
\nstockholders. In addition, shares of Preferred Stock could be issued with
\nrights, privileges and preferences which would deter a tender or exchange offer
\nor discourage the acquisition of control of the Company.<\/p>\n<\/p>\n<\/p>\n

Series A Convertible Preferred Stock<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Of the number of shares of Preferred Stock authorized by or Certificate of
\nIncorporation, as of March 13, 2012, 3,879,307 shares had been designated Series
\nA Convertible Preferred Stock with such rights, privileges and preferences as
\nset forth in the Certificate of Designation of Series A Convertible Preferred
\nStock and filed with the Secretary of State of the State of Delaware on December
\n28, 2011 (the “Certificate of Designation”). As of March 13, 2012, 2,586,205
\nshares of the Series A Convertible<\/p>\n<\/p>\n<\/p>\n

16<\/p>\n

\n

\n<\/p>\n<\/p>\n

Preferred Stock (the “Series A Preferred”) were issued and outstanding.<\/p>\n<\/p>\n<\/p>\n

Certain rights of the holders of the Series A Preferred are senior to the
\nrights of the holders of our Common Stock. The Series A Preferred has a
\nliquidation preference equal to its original price per share, plus any accrued
\nand unpaid dividends thereon. The Series A Preferred accrues cumulative
\ndividends at the rate of 10.0% of the original price per share per annum.<\/p>\n<\/p>\n<\/p>\n

All outstanding shares of Series A Preferred will be automatically converted
\ninto Common Stock, at an initial conversion rate of 4:1, at the election of the
\nholders of a majority of the then-outstanding shares of Series A Preferred. At
\nany time following the fifth anniversary of the original issue date, the holders
\nof a majority of the then-outstanding Series A Preferred, voting together as a
\nseparate class, can require the Company to redeem all of the then-outstanding
\nSeries A Preferred at a price equal to the then-current stated value of such
\nshares plus all accrued but unpaid dividends thereon. The initial conversion
\nrate for the Series A Preferred is subject to adjustment in the event of certain
\nstock splits, stock dividends, mergers, reorganizations, reclassifications, and
\ndilutive issuances.<\/p>\n<\/p>\n<\/p>\n

The Certificate of Designation provides that the holders of Series A
\nPreferred shall be entitled, as a separate voting group, at each annual or
\nspecial election of directors, to elect two directors of the Company.<\/p>\n<\/p>\n<\/p>\n

Generally, the holders of the Series A Preferred are entitled to vote
\ntogether as a single group with the holders of Common Stock on an as-converted
\nbasis. However, the Certificate of Designation provides that we will not perform
\nthe following activities, subject to certain exceptions, without the affirmative
\nvote of a majority of the holders of the outstanding shares of Series A
\nPreferred:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

authorize, create or issue any other class or series of capital stock having
\nrights, preferences or privileges senior to or in parity with the Series A
\nPreferred;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

alter or change the rights, preferences or privileges of the Series A
\nPreferred or increase or decrease the authorized number of shares of Series A
\nPreferred;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

authorize or declare any dividends on the common shares or any other shares
\nof capital stock other than the Series A Preferred;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

authorize any offering of equity securities of the Company representing (on a
\npro forma basis after giving effect to the issuance of such equity securities)
\nthe right to receive not less than 10% of any amounts or funds that would, as of
\nimmediately following such issuance, be legally available for distribution in
\nconnection with a liquidation event;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

redeem any shares of capital stock (other than pursuant to employee
\nagreements or the terms of the capital stock);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

increase or decrease the authorized number of members of the Board;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

enter into any binding agreement with any director, employee or any affiliate
\nof the Company;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

materially change the nature of the Company’s business, enter into new lines
\nof business or exit the current line of business or invest in any person or
\nentity engaged in a business that is not substantially similar to the Company’s
\nbusiness, or change the location of any permanent location of any part of the
\nCompany’s business, in each case except as contemplated by the Asset Purchase
\nAgreement dated as if November 29, 2010, by and among PGxHealth, LLC, Clinical
\nData, Inc. and Transgenomic (the “Purchase Agreement”) or any of the transaction
\ndocuments included therein;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

make any loans or advances, individually or in the aggregate in excess of
\n$1,000,000, to, or own any securities of, any subsidiary or other corporation or
\nother entity unless it is wholly owned by the Company;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

make any loan or advance to any natural person, including, without
\nlimitation, any employee or director of the Company, except advances and similar
\nexpenditures in the ordinary course of business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

guarantee, directly or indirectly, any indebtedness, except for trade
\naccounts of the Company arising in the ordinary course of business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

sell or otherwise dispose of any assets of the Company with a value,
\nindividually or collectively, in excess of $500,000, other than in the ordinary
\ncourse of business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

17<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

liquidate or wind-up the business and affairs of the Company or effect a
\nchange in control or any other liquidation event;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

incur any indebtedness in excess of $1,000,000 in the aggregate, other than
\ntrade credit incurred in the ordinary course of business or as contemplated by
\nthe Purchase Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

expend funds in excess of $500,000 in the aggregate per year for capital
\nimprovements, other than any such expenditure that is consistent with a budget
\napproved by the Board, including the directors elected by the holders of Series
\nA Preferred or as contemplated by the Purchase Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

obligate the Company to make aggregate annual payments in excess of $500,000
\nor sell, transfer or license any material technology or intellectual property of
\nthe Company, other than a non-exclusive license in the ordinary course of
\nbusiness, in each case except as contemplated by the Purchase Agreement; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

increase the number of shares reserved and issuable under any of the
\nCompany’s equity or option incentive compensation plans.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Anti-Takeover Effects Under Section 203 of the Delaware General
\nCorporation Law <\/strong><\/p>\n<\/p>\n

We are subject to Section 203 of the Delaware General Corporation Law, which
\nprohibits a Delaware corporation from engaging in any business combination with
\nany interested stockholder for a period of three years after the date that such
\nstockholder became an interested stockholder, with the following exceptions:\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

before such date, the board of directors of the corporation approved either
\nthe business combination or the transaction that resulted in the stockholder
\nbecoming an interested stockholder;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

upon completion of the transaction that resulted in the stockholder becoming
\nan interested stockholder, the interested stockholder owned at least 85% of the
\nvoting stock of the corporation outstanding at the time the transaction began,
\nexcluding for purposes of determining the voting stock outstanding (but not the
\noutstanding voting stock owned by the interested stockholder) those shares owned
\n(i) by persons who are directors and also officers and (ii) employee stock plans
\nin which employee participants do not have the right to determine confidentially
\nwhether shares held subject to the plan will be tendered in a tender or an
\nexchange offer; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

on or after such date, the business combination is approved by our board of
\ndirectors and authorized at an annual or a special meeting of the stockholders,
\nand not by written consent, by the affirmative vote of at least
\n662<\/sup>\/3% of the outstanding voting stock that is not owned by the
\ninterested stockholder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In general, Section 203 defines “business combination” to include the
\nfollowing:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

any merger or consolidation involving the corporation or any direct or
\nindirect majority owned subsidiary of the corporation and the interested
\nstockholder or any other corporation, partnership, unincorporated association,
\nor other entity if the merger or consolidation is caused by the interested
\nstockholder and as a result of such merger or consolidation the transaction is
\nnot excepted as described above;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

any sale, transfer, pledge, or other disposition (in one transaction or a
\nseries) of 10% or more of the assets of the corporation involving the interested
\nstockholder;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

subject to certain exceptions, any transaction that results in the issuance
\nor transfer by the corporation of any stock of the corporation to the interested
\nstockholder;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

any transaction involving the corporation that has the effect of increasing
\nthe proportionate share of the stock or any class or series of the corporation
\nbeneficially owned by the interested stockholder; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

the receipt by the interested stockholder of the benefit of any loss,
\nadvances, guarantees, pledges, or other financial benefits by or through the
\ncorporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

In general, Section 203 defines an “interested stockholder” as an entity or a
\nperson who, together with the person’s affiliates and associates, beneficially
\nowns, or within three years prior to the time of determination of interested
\nstockholder status did own, 15% or more of the outstanding voting stock of the
\ncorporation.<\/p>\n<\/p>\n<\/p>\n

18<\/p>\n

\n

\n<\/p>\n<\/p>\n

A Delaware corporation may “opt out” of these provisions with an express
\nprovision in its original certificate of incorporation or an express provision
\nin its certificate of incorporation or bylaws resulting from a stockholders’
\namendment approved by at least a majority of the outstanding voting shares. We
\nhave not opted out of these provisions. As a result, mergers or other takeover
\nor change in control attempts of us may be discouraged or prevented.<\/p>\n<\/p>\n<\/p>\n

Anti-Takeover Effects Under Certain Provisions of our Certificate of
\nIncorporation and Bylaws<\/strong><\/p>\n<\/p>\n<\/p>\n

Our Certificate of Incorporation and our Amended and Restated Bylaws
\n(“Bylaws”) include a number of provisions that may have the effect of deterring
\nhostile takeovers or delaying or preventing changes in control or management of
\nthe Company.<\/p>\n<\/p>\n<\/p>\n

First, our Certificate of Incorporation provides that all stockholder actions
\nmust be effected at a duly called meeting of holders and not by a consent in
\nwriting.<\/p>\n<\/p>\n<\/p>\n

Second, our Bylaws provide that special meetings of the holders may be called
\nonly by the chairman of the Board of Directors, the Chief Executive Officer or
\nour Board of Directors pursuant to a resolution adopted by a majority of the
\ntotal number of authorized directors.<\/p>\n<\/p>\n<\/p>\n

Third, our Certificate of Incorporation provides that our Board of Directors
\ncan issue up to 15,000,000 shares of Preferred stock, as described under
\n“Preferred Stock” above.<\/p>\n<\/p>\n<\/p>\n

Fourth, our Certificate of Incorporation and the Bylaws provide for a
\nclassified Board of Directors in which approximately one-third of the directors
\nwould be elected each year. Consequently, any potential acquirer would need to
\nsuccessfully complete two proxy contests in order to take control of the Board
\nof Directors. As a result of the provisions of the Certificate of Incorporation
\nand Delaware law, stockholders will not be able to cumulate votes for directors.\n<\/p>\n<\/p>\n<\/p>\n

Fifth, our Certificate of Incorporation prohibits a business combination with
\nan interested stockholder without the approval of the holders of 75% of all
\nvoting shares and the vote of a majority of the voting shares held by
\ndisinterested stockholders, unless it has been approved by a majority of the
\ndisinterested directors.<\/p>\n<\/p>\n<\/p>\n

Finally, our Bylaws establish procedures, including advance notice
\nprocedures, with regard to the nomination of candidates for election as
\ndirectors and stockholder proposals. These provisions of our Third Amended and
\nRestated Certificate of Incorporation and our Amended and Restated Bylaws could
\ndiscourage potential acquisition proposals and could delay or prevent a change
\nin control or management of our company.<\/p>\n<\/p>\n<\/p>\n

Warrants<\/strong><\/p>\n<\/p>\n<\/p>\n

In addition to the Warrants to purchase 11,000,000 of the shares of Common
\nStock we are registering hereunder, as of March 13, 2012, warrants to purchase
\n380,000 shares of Common Stock with an exercise price of $1.25 per share were
\noutstanding, and warrants to purchase 1,293102 shares of Series A Preferred with
\nan exercise price of $2.32 per share were outstanding. All outstanding warrants
\ncontain provisions for the adjustment of the exercise price in the event of
\nstock dividends, stock splits, reorganizations, reclassifications or mergers. In
\naddition, certain of the warrants contain a “cashless exercise” feature that
\nallows the holders thereof to exercise the warrants without a cash payment to us
\nunder certain circumstances.<\/p>\n<\/p>\n<\/p>\n

Listing<\/strong><\/p>\n<\/p>\n<\/p>\n

Our Common Stock is traded on the OTC Bulletin Board under the symbol “TBIO”.\n<\/p>\n<\/p>\n<\/p>\n

Transfer Agent and Registrar<\/strong><\/p>\n<\/p>\n<\/p>\n

Wells Fargo Bank Minnesota, N.A., is the transfer agent and registrar for our
\nCommon Stock. Their address is Shareowner Services, P.O. Box 64854, St. Paul, MN
\n55164-0854, and their telephone number is (800) 478-9715.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

UNITED STATES FEDERAL INCOME TAX
\nCONSIDERATIONS<\/strong><\/p>\n

\n

The following is a summary of the material U.S. federal income tax
\nconsiderations relating to the purchase, ownership and disposition of the shares
\nof the Common Stock purchased by the investor pursuant to this offering and
\nownership of the Warrants and exercise, lapse or disposition of the Warrants. We
\nhave based this summary upon the Internal Revenue Code of<\/p>\n<\/p>\n<\/p>\n

19<\/p>\n

\n

\n<\/p>\n<\/p>\n

1986, as amended (the “Code”), Treasury regulations promulgated under the
\nCode, as amended (the “Treasury Regulations”), administrative rulings and
\npronouncements and judicial decisions, in each case as of the date hereof. These
\nauthorities are subject to differing interpretations and are subject to change,
\nperhaps retroactively, resulting in U.S. federal income tax consequences
\ndifferent from those discussed below. We have not sought any ruling from the
\nInternal Revenue Service (the “IRS”) with respect to the statements made and the
\nconclusions reached in the following summary, and there can be no assurance that
\nthe IRS will agree with such statements and conclusions or that a court will not
\nsustain any challenge by the IRS in the event of litigation.<\/p>\n<\/p>\n

This summary assumes that a beneficial owner will hold the Warrants or shares
\nof the Common Stock, as the case may be, as capital assets within the meaning of
\nsection 1221 of the Code. This summary does not address the tax consequences
\narising under the laws of any state or local jurisdiction or non-U.S.
\njurisdiction or any other U.S. federal tax consequences, such as estate and gift
\ntax consequences. In addition, this summary does not address all tax
\nconsiderations that might be applicable to your particular circumstances (such
\nas the alternative minimum tax provisions of the Code), or to certain types of
\nholders subject to special tax rules, including, without limitation,
\npartnerships, banks, financial institutions or other “financial services”
\nentities, broker-dealers, insurance companies, tax-exempt organizations,
\nregulated investment companies, real estate investment trusts, retirement plans,
\nindividual retirement accounts or other tax-deferred accounts, persons who use
\nor are required to use mark-to-market accounting for federal income tax
\npurposes, persons that hold the Warrants or shares of the Common Stock as part
\nof a “straddle”, a “hedge”, a “conversion transaction” or other arrangement
\ninvolving more than one position, U.S. holders (as defined below) that have a
\nfunctional currency other than the U.S. dollar and certain former citizens or
\npermanent residents of the United States.<\/p>\n<\/p>\n

If a partnership holds the Warrants or shares of the Common Stock, the tax
\ntreatment of a partner in the partnership will generally depend upon the status
\nof the partner and the activities of the partnership. If you are a partner of a
\npartnership holding the Warrants or shares of the Common Stock, you should
\nconsult your tax advisor.<\/p>\n<\/p>\n

If you are considering the purchase of the shares of the Common Stock or an
\ninvestment in or the exercise or disposition of the Warrants, or permitting the
\nWarrants to lapse unexercised, you should consult your own tax advisors
\nconcerning the U.S. federal income tax consequences to you in light of your
\nparticular facts and circumstances and any consequences arising under the laws
\nof any state, local, foreign or other taxing jurisdiction.<\/p>\n<\/p>\n

As used in this discussion, a “U.S. Holder” is a beneficial owner of the
\nWarrants or shares of the Common Stock, as applicable, that is not a partnership
\nor entity treated as a partnership for U.S. federal income tax purposes and is:\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

an individual who is a citizen or resident of the United States;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

a corporation (or other entity treated as a corporation for U.S. federal
\nincome tax purposes) created or organized in or under the laws of the United
\nStates, any state thereof or the District of Columbia;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

an estate, the income of which is subject to U.S. federal income taxation
\nregardless of its source; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

a trust (i) if a court within the United States is able to exercise primary
\nsupervision over its administration and one or more U.S. persons have authority
\nto control all substantial decisions of the trust or (ii) that has a valid
\nelection in effect under applicable Treasury Regulations to be treated as a U.S.
\nperson.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

As used in this discussion, a “Non-U.S. Holder” is a beneficial owner of the
\nWarrants or shares of the Common Stock, as applicable, that is neither a U.S.
\nHolder nor a partnership or other entity treated as a partnership for U.S.
\nfederal income tax purposes. Special rules may apply to Non-U.S. Holders that
\nare subject to special treatment under the Code, including controlled foreign
\ncorporations, passive foreign investment companies, U.S. expatriates, and
\nforeign persons eligible for benefits under an applicable income tax treaty with
\nthe United States. Such Non-U.S. Holders should consult their tax advisors to
\ndetermine U.S. federal, state, local and other tax consequences that may be
\nrelevant to them.<\/p>\n<\/p>\n

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX
\nOF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE COMMON STOCK AND OWNERSHIP
\nAND EXERCISE, DISPOSITION OR LAPSE OF THE WARRANTS. IT IS NOT TAX ADVICE. EACH
\nPROSPECTIVE INVESTOR IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE
\nPARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR, INCLUDING THE APPLICABILITY AND
\nEFFECT OF ANY LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS,
\nAND ANY APPLICABLE TAX TREATIES.<\/p>\n<\/p>\n

Consequences to U.S. Holders<\/strong><\/p>\n<\/p>\n

Distributions on Common Stock.<\/em><\/strong> Distributions made
\nto U.S. Holders out of our current or accumulated earnings and profits, as
\ndetermined for U.S. federal income tax purposes, will be included in the income
\nof a U.S. Holder as dividend income and will be subject to tax as ordinary
\nincome. Dividends received by an individual U.S. Holder in taxable years
\nbeginning before January 1, 2013 that constitute “qualified dividend income” are
\ngenerally subject to tax at a maximum rate of 15%, provided that<\/p>\n<\/p>\n<\/p>\n

20<\/p>\n

\n

\n<\/p>\n<\/p>\n

certain holding period and other requirements are met. After December 31,
\n2012, higher income tax rates will apply unless further legislative action is
\ntaken. Dividends received by a corporate U.S. Holder, except as described in the
\nnext subsection, generally will be eligible for the 70% dividends-received
\ndeduction.<\/p>\n<\/p>\n

Distributions in excess of our current and accumulated earnings and profits
\nwill not be taxable to a U.S. Holder to the extent that the distributions do not
\nexceed the U.S. Holder’s adjusted tax basis in the stock to which such
\ndistribution relates, but rather will reduce the adjusted tax basis of such
\nshares. To the extent that distributions in excess of our current and
\naccumulated earnings and profits exceed the U.S. Holder’s adjusted tax basis in
\nthe shares of stock to which the distribution relates, such distributions will
\ngenerally be treated as the sale or exchange of such stock, resulting in capital
\ngain. See “-Sale, Exchange or other Taxable Disposition” below. In addition, a
\ncorporate U.S. Holder will not be entitled to the dividends-received deduction
\non this portion of a distribution.<\/p>\n<\/p>\n

We will notify holders of our shares after the close of our taxable year as
\nto the portions of the distributions attributable to that year that constitute
\nordinary income, qualified dividend income and non-dividend distributions, if
\nany.<\/p>\n<\/p>\n

Limitations on Dividends-Received Deduction.<\/em><\/strong> A
\ncorporate U.S. Holder may not be entitled to take the 70% dividends-received
\ndeduction in all circumstances. Prospective corporate investors in our Common
\nStock should consider the effect of:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Section 246A of the Code, which reduces the dividends-received deduction
\nallowed to a corporate U.S. Holder that has incurred indebtedness that is
\n“directly attributable” to an investment in portfolio stock;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Section 246(c) of the Code, which, among other things, disallows the
\ndividends-received deduction in respect of any dividend on a share of stock that
\nis held for less than the minimum holding period (generally, for Common Stock,
\nat least 46 days during the 90 day period beginning on the date which is 45 days
\nbefore the date on which such share becomes ex-dividend with respect to such
\ndividend); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Section 1059 of the Code, which, under certain circumstances, reduces the
\nbasis of stock for purposes of calculating gain or loss in a subsequent
\ndisposition by the portion of any “extraordinary dividend” (as defined below)
\nthat is eligible for the dividends-received deduction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Extraordinary Dividends.<\/em><\/strong> A corporate U.S. Holder
\nwill be required to reduce its tax basis (but not below zero) in our Common
\nStock by the non-taxed portion of any “extraordinary dividend” if the stock was
\nnot held for more than two years before the earliest of the date such dividend
\nis declared, announced, or agreed. Generally, the non-taxed portion of an
\nextraordinary dividend is the amount excluded from income by operation of the
\ndividends-received deduction. An extraordinary dividend generally would be a
\ndividend that:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

equals or exceeds 5% of the corporate U.S. Holder’s adjusted tax basis in the
\nstock to which the dividend relates, treating all dividends having ex-dividend
\ndates within an 85 day period as one dividend; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

exceeds 20% of the corporate U.S. Holder’s adjusted tax basis in the stock,
\ntreating all dividends having ex-dividend dates within a 365 day period as one
\ndividend.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

In determining whether a dividend paid on stock is an extraordinary dividend,
\na corporate U.S. Holder may elect to substitute the fair market value of the
\nstock for its tax basis for purposes of applying these tests if the fair market
\nvalue as of the day before the ex-dividend date is established to the
\nsatisfaction of the Secretary of the Treasury. An extraordinary dividend also
\nincludes any amount treated as a dividend in the case of a redemption that is
\neither non-pro rata as to all stockholders or in partial liquidation of the
\ncorporation, regardless of the stockholder’s holding period and regardless of
\nthe size of the dividend. Any part of the non-taxed portion of an extraordinary
\ndividend that is not applied to reduce the corporate U.S. Holder’s tax basis as
\na result of the limitation on reducing its basis below zero would be treated as
\ncapital gain and would be recognized in the taxable year in which the
\nextraordinary dividend is received.<\/p>\n<\/p>\n

Corporate U.S. Holders should consult with their own tax advisors with
\nrespect to the possible application of the extraordinary dividend provisions of
\nthe Code to the ownership or disposition of the Warrants or the Common Stock in
\ntheir particular circumstances.<\/p>\n<\/p>\n

Sale, Exchange, or other Taxable Disposition of Common
\nStock.<\/em><\/strong> Upon the sale, exchange, or other taxable disposition of
\nCommon Stock, a U.S. Holder generally will recognize gain or loss equal to the
\ndifference between the amount realized upon the sale, exchange, or other taxable
\ndisposition and the U.S. Holder’s adjusted tax basis in such shares. The amount
\nrealized by the U.S. Holder will include the amount of any cash and the fair
\nmarket value of any other property received upon the sale, exchange, or other
\ntaxable disposition of such shares. A U.S. Holder’s tax basis in a share
\ngenerally will be equal to the cost of the share to such U.S. Holder, which may
\nbe adjusted for certain subsequent events (for example, if the U.S. Holder
\nreceives a<\/p>\n<\/p>\n<\/p>\n

21<\/p>\n

\n

\n<\/p>\n<\/p>\n

non-dividend distribution, as described above). Gain or loss realized on the
\nsale, exchange, or other taxable disposition of Common Stock generally will be
\ncapital gain or loss and will be long-term capital gain or loss if the shares
\nhave been held for more than one year. Net long-term capital gain recognized by
\nan individual U.S. Holder before January 1, 2013 generally is subject to tax at
\na maximum rate of 15%, which such maximum rate is scheduled to increase to 20%
\nafter December 31, 2012. For corporate U.S. Holders, capital gain is generally
\nsubject to the same tax rate as ordinary income, that is, currently at a maximum
\nrate of 35%. The ability of U.S. Holders to deduct capital losses is subject to
\nlimitations under the Code.<\/p>\n<\/p>\n

Taxation of the Warrants.<\/em><\/strong> A warrant is an option
\ngranted by an issuer of stock to acquire stock at a set price within a specified
\nperiod. Warrants are generally taxed in the same manner as options. If you
\nexercise a warrant, you will not recognize any gain or loss for U.S. federal
\nincome tax purposes (except that gain or loss will be recognized to the extent
\nyou receive cash in lieu of a fractional common share as if you had actually
\nreceived the fractional share and the fractional share was immediately redeemed
\nfor cash). Your initial tax basis in the security received upon exercise will be
\nthe sum of the exercise price paid and your adjusted tax basis in the warrant
\n(excluding any portion of such sum allocable to a fractional share), and your
\nholding period for the security received will begin on the day you exercise the
\nwarrant. If you sell or exchange a warrant, you will generally recognize gain or
\nloss equal to the difference between the amount realized in the sale or exchange
\nand your adjusted tax basis in the warrant sold or exchanged. If the warrant
\nexpires unexercised, you will recognize a loss in an amount equal to your
\nadjusted tax basis in the warrant. Any such gain or loss from the sale, exchange
\nor expiration of the Warrants will be capital gain or loss and will be long-term
\ncapital gain or loss if your holding period for the Warrants exceeds one year at
\nthe time of the sale, exchange or expiration.<\/p>\n<\/p>\n

U.S. Holders should consult with their own tax advisors regarding the U.S.
\nfederal income tax consequences and the tax consequences of any other taxing
\njurisdiction relating to the ownership and exercise, disposition or lapsing of
\nthe Warrants in light of their investment or tax circumstances.<\/p>\n<\/p>\n

Information Reporting and Backup Withholding.<\/em><\/strong> In
\ngeneral, information reporting will apply to distributions in respect of stock
\nand the proceeds from the sale, exchange or other disposition of stock that are
\npaid to a U.S. holder within the United States (and in certain cases, outside
\nthe United States), unless the holder is an exempt recipient.<\/p>\n<\/p>\n

In general, backup withholding (currently at the rate of 28%, but scheduled
\nto increase to 31% for payments made after December 31, 2012) will apply to
\npayments received by a U.S. Holder with respect to shares of our Common Stock
\nunless the U.S. Holder is (i) a corporation or other exempt recipient and, when
\nrequired, establishes this exemption or (ii) provides its correct taxpayer
\nidentification number, certifies that it is not currently subject to backup
\nwithholding tax and otherwise complies with applicable requirements of the
\nbackup withholding tax rules. A U.S. Holder that does not provide us with its
\ncorrect taxpayer identification number might be subject to penalties imposed by
\nthe IRS.<\/p>\n<\/p>\n

Backup withholding is not an additional tax. Any amounts withheld under the
\nbackup withholding rules from a payment to a U.S. Holder may be refunded or
\ncredited against the U.S. Holder’s U.S. federal income tax liability, if any,
\nprovided that the required information is furnished to the IRS in a timely
\nmanner.<\/p>\n<\/p>\n

Medicare Tax on Investment Income.<\/em><\/strong> On March 30,
\n2010, President Obama signed into law the Health Care and Education
\nReconciliation Act of 2010. This legislation requires certain individuals,
\nestates and trusts to pay a 3.8% Medicare surtax on “net investment income”
\nincluding, among other things, dividends and gain on sale in respect of
\nsecurities like the Warrants or shares of our Common Stock, subject to certain
\nexceptions, for taxable years beginning after December 31, 2012. Prospective
\npurchasers of the Warrants or shares of our Common Stock should consult their
\nown tax advisors regarding the effect, if any, of the legislation on their
\nownership and disposition of the Warrants or shares of our Common Stock.<\/p>\n<\/p>\n

Consequences to Non-U.S. Holders<\/strong><\/p>\n<\/p>\n

Distributions on Common Stock.<\/em><\/strong> Any distribution we
\nmake to a Non-U.S. Holder of shares of our Common Stock, other than certain pro
\nrata distributions of Common Stock, to the extent paid out of our current or
\naccumulated earnings and profits (as determined under U.S. federal income tax
\nprinciples), will constitute a dividend for U.S. federal income tax purposes.
\nAny distribution not constituting a dividend will be treated for U.S. federal
\nincome tax purposes as a tax-free return of capital to the extent of the
\nNon-U.S. Holder’s adjusted tax basis in its shares of our Common Stock (with a
\ncorresponding reduction to such basis), and, to the extent such distribution
\nexceeds the Non-U.S. Holder’s adjusted tax basis, as gain from the sale or other
\ndisposition of the Common Stock, which will be treated as described under “Sale,
\nExchange, or other Taxable Disposition” below.<\/p>\n<\/p>\n

Generally, any distribution to a Non-U.S. Holder that is a dividend for U.S.
\nfederal income tax purposes and that is not effectively connected with the
\nNon-U.S. Holder’s conduct of a trade or business within the Unites States, as
\ndescribed below, will be subject to U.S. federal withholding tax at a rate of
\n30% percent of the gross amount of the dividend, unless such Non-U.S. Holder is
\neligible for a reduced rate of withholding tax under an applicable income tax
\ntreaty and provides proper certification of its eligibility for such reduced
\nrate (usually on an IRS Form W-8BEN). If the Non-U.S. Holder holds the stock
\nthrough a financial<\/p>\n<\/p>\n<\/p>\n

22<\/p>\n

\n

\n<\/p>\n<\/p>\n

institution or other agent acting on the Non-U.S. Holder’s behalf, the
\nNon-U.S. Holder will be required to provide appropriate documentation to the
\nagent, who then will be required to provide certification to us or our paying
\nagent, either directly or through other intermediaries. If U.S. federal income
\ntax is withheld on the amount of a distribution in excess of the amount
\nconstituting a dividend, the Non-U.S. Holder may obtain a refund of all or a
\nportion of the excess amount withheld by timely filing a claim for refund with
\nthe IRS. If a Non-U.S. Holder holds shares of our Common Stock in connection
\nwith a trade or business in the United States, dividends we pay to a Non-U.S.
\nHolder that are effectively connected with such Non-U.S. Holder’s conduct of a
\ntrade or business within the United States (or, if certain income tax treaties
\napply, are attributable to a U.S. permanent establishment or fixed base
\nmaintained by the Non-U.S. Holder) generally will not be subject to U.S.
\nwithholding tax, provided such Non-U.S. Holder complies with certain
\ncertification and disclosure requirements (usually by providing an IRS Form
\nW-8ECI). Instead, such dividends generally will be subject to U.S. federal
\nincome tax, net of certain deductions, at the same graduated individual or
\ncorporate tax rates applicable to U.S. persons. If the Non-U.S. Holder is a
\nforeign corporation, dividends that are effectively connected income may also be
\nsubject to a “branch profits tax” at a rate of 30% (or such lower rate as may be
\nspecified by an applicable income tax treaty) of its effectively connected
\nearnings and profits for the taxable year, as adjusted for certain items.
\nNon-U.S. Holders should consult any applicable income tax treaties that may
\nprovide for different rules.<\/p>\n<\/p>\n

A Non-U.S. Holder who claims the benefit of an applicable income tax treaty
\ngenerally will be required to satisfy applicable certification and other
\nrequirements prior to the distribution date. Non-U.S. Holders should consult
\ntheir tax advisors regarding their entitlement to benefits under a relevant
\nincome tax treaty.<\/p>\n<\/p>\n

Sale, Exchange, or other Taxable Disposition of Common
\nStock.<\/em><\/strong> A Non-U.S. Holder generally will not be subject to U.S.
\nfederal income or withholding tax on any capital gain realized on the sale,
\nexchange, or other taxable disposition of the Warrants or our Common Stock
\nprovided that:<\/p>\n<\/p>\n

(a) the gain is not effectively connected with the conduct of a trade or
\nbusiness within the United States, or a permanent establishment maintained in
\nthe United States if certain tax treaties apply,<\/p>\n<\/p>\n

(b) in the case of a Non-U.S. Holder that is an individual, the Non-U.S.
\nHolder is not present in the United States for 183 days or more in the taxable
\nyear of the sale, exchange, or other disposition of the shares,<\/p>\n<\/p>\n

(c) the Non-U.S. Holder is not subject to tax pursuant to certain provisions
\nof U.S. federal income tax law applicable to certain expatriates, and<\/p>\n<\/p>\n

(d) we are not nor have we been a “United States real property holding
\ncorporation” (“USRPHC”) for U.S. federal income tax purposes.<\/p>\n<\/p>\n

Unless an applicable tax treaty provides otherwise, gain described in the (a)
\nor (d) above generally will be subject to U.S. federal income tax, net of
\ncertain deductions, at the same tax rates applicable to U.S. persons. Any gains
\ndescribed in (a) above of a Non-U.S. Holder that is a foreign corporation may
\nalso be subject to an additional “branch profits tax” at a rate of 30% (or such
\nlower rate as may be specified by an applicable income tax treaty) of its
\neffectively connected earnings and profits for the taxable year, as adjusted for
\ncertain items. Any U.S. source capital gain of a Non-U.S. Holder described in
\n(b) above (which may be offset by U.S. source capital losses during the taxable
\nyear of the disposition provided that the Non-U.S. Holder has timely filed U.S.
\nfederal income tax returns with respect to such losses) generally will be
\nsubject to a flat 30% U.S. federal income tax (or such lower rate as may be
\nspecified by an applicable income tax treaty).<\/p>\n<\/p>\n

With respect to (d) above, we would not be treated as a USRPHC if less than
\n50% of our assets throughout a prescribed testing period consist of interests in
\nreal property located within the United States, excluding, for this purpose,
\ninterests in real property solely in a capacity as a creditor. We believe that
\nwe are not currently, and do not anticipate becoming, a “United States real
\nproperty holding corporation” for U.S. federal income tax purposes
\n.<\/strong> However, even if we are or have been a USRPHC, so long as our Common
\nStock is regularly traded on an established securities market, a Non-U.S. Holder
\nwill not recognize taxable gain, if any, on a sale, exchange, redemption,
\nconversion or other taxable disposition of the Common Stock or Warrants under
\n(d) above unless:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

the Non-U.S. Holder recognizes gain on the sale, exchange, redemption,
\nconversion or other taxable disposition of our Common Stock which is regularly
\ntraded, and actually or constructively owns more than 5% of our Common Stock at
\nany time during the five-year period ending on the date of disposition or, if
\nshorter, the Non-U.S. Holder’s holding period for the Common Stock;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

the Non-U.S. Holder recognizes gain on the sale, exchange, redemption,
\nconversion or other taxable disposition of the Warrants, the Warrants are
\nconsidered to be regularly traded on an established securities market, and the
\nNon-U.S. Holder actually or constructively owns more than 5% of such Warrants at
\nany time during the five-year period ending on the date of disposition or, if
\nshorter, the Non-U.S. Holder’s holding period for the Warrants; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

23<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

the Non-U.S. Holder recognizes gain on the sale, exchange, redemption,
\nconversion or other taxable disposition of the Warrants, the Warrants are not
\nconsidered to be regularly traded on an established securities market, and, as
\nof the latest date that the Non-U.S. Holder acquired any of the Warrants, the
\nfair market value of all Warrants held by the Non-U.S. Holder, directly or
\nindirectly, had a fair market value greater than 5% of the fair market value of
\nour Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

If any of the three bullet points immediately described above applies to a
\nNon-U.S. Holder of our Warrants or Common Stock, then the gain recognized by a
\nNon-U.S. Holder on the sale, exchange, redemption, conversion, if applicable, or
\nother disposition of such would be treated as effectively connected with a U.S.
\ntrade or business if we are a USRPHC. In such situations, the Non-U.S. Holder
\nwould be subject to U.S. federal income tax at applicable graduated U.S. federal
\nincome tax rates in much the same manner as applicable to U.S. persons and may
\nbe subject to withholding tax at a 10% rate with respect to the gross proceeds
\nrealized with respect to the sale, exchange, redemption, conversion or other
\ndisposition of the Warrants or our Common Stock. Non-U.S. Holders are urged to
\nconsult their own tax advisors in determining the U.S. tax consequences of their
\ninvestment in the Warrants or our Common Stock.<\/p>\n<\/p>\n

Taxation of the Warrants.<\/em><\/strong> If you exercise a
\nWarrant, you will not recognize any gain or loss for U.S. federal income tax
\npurposes (except that gain or loss will be recognized to the extent you receive
\ncash in lieu of a fractional common share as if you had actually received the
\nfractional share and the fractional share was immediately redeemed for cash).
\nYour initial tax basis in the security received upon exercise will be the sum of
\nthe exercise price paid and your adjusted tax basis in the warrant (excluding
\nany portion of such sum allocable to a fractional share), and your holding
\nperiod for the security received will begin on the day you exercise the warrant
\nor subscription right. If you sell or exchange a warrant, you will generally
\nrecognize gain or loss equal to the difference between the amount realized in
\nthe sale or exchange and your adjusted tax basis in the warrant sold or
\nexchanged. If the warrant expires unexercised, you will recognize a loss in an
\namount equal to your adjusted tax basis in the warrant at such time. Any such
\ngain or loss from the sale, exchange or expiration of the Warrants will be
\ncapital gain or loss and will be long-term capital gain or loss if your holding
\nperiod for the Warrants exceeds one year at the time of the sale, exchange or
\nexpiration. Non-U.S. Holders of Warrants should see the discussion above under
\n“Distributions on Common Stock” and “Sale, Exchange, or other Taxable
\nDisposition of Common Stock” and should consult their own tax advisers with
\nrespect to the United States federal income tax and withholding tax, and state,
\nlocal and foreign tax consequences of ownership and exercise, disposition or
\nlapsing, of the Warrants.<\/p>\n<\/p>\n

Information Reporting and Backup Withholding.<\/em><\/strong> We
\ngenerally must report annually to the IRS and to each Non-U.S. Holder the amount
\nof dividends and certain other distributions we pay to such holder on our Common
\nStock and the amount of tax, if any, withheld with respect to those
\ndistributions. Copies of the information returns reporting those distributions
\nand withholding may also be made available to the tax authorities in the country
\nin which the Non-U.S. Holder is a resident under the provisions of an applicable
\nincome tax treaty or agreement. Information reporting is also generally required
\nwith respect to proceeds from the sales and other dispositions of our Common
\nStock to or through the United States office (and in certain cases, the foreign
\noffice) of a broker.<\/p>\n<\/p>\n

In addition, backup withholding of U.S. federal income tax, currently at a
\nrate of 28%, generally will apply to distributions made on our Common Stock to,
\nand the proceeds from sales and other dispositions of our Common Stock by, a
\nnon-corporate U.S. holder who:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

fails to provide an accurate taxpayer identification number;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

is notified by the IRS that backup withholding is required; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

in certain circumstances, fails to comply with applicable certification
\nrequirements.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Non-U.S. Holder generally may eliminate the requirement for information
\nreporting and backup withholding with respect to payments of dividends by
\nproviding certification of its foreign status, under penalties of perjury, on a
\nduly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
\nNotwithstanding the foregoing, backup withholding may apply if either we or our
\npaying agent has actual knowledge or reason to know that the holder is a United
\nStates person that is not an exempt recipient.<\/p>\n<\/p>\n

Backup withholding is not an additional tax. Rather, the amount of any backup
\nwithholding will be allowed as a credit against a U.S. holder’s or a Non-U.S.
\nHolder’s U.S. federal income tax liability and may entitle such holder to a
\nrefund, provided that certain required information is timely furnished to the
\nIRS. Holders are urged to consult their own tax advisors regarding the
\napplication of backup withholding and the availability of and procedure for
\nobtaining an exemption from backup withholding in their particular
\ncircumstances.<\/p>\n<\/p>\n<\/p>\n

24<\/p>\n

\n

\n<\/p>\n<\/p>\n

Foreign Financial Institutions.<\/em><\/strong> On March 18, 2010,
\nPresident Obama signed into law the Hiring Incentives to Restore Employment Act
\n(the “Act”). The Act imposes withholding taxes on certain types of payments made
\nto “foreign financial institutions” (as specifically defined in the Act) and
\ncertain other non-United States entities (including financial intermediaries)
\nafter December 31, 2012. The Act imposes a 30% withholding tax on “withholdable
\npayments” to a foreign financial institution or to a foreign non-financial
\nentity, unless (i) the foreign financial institution undertakes certain
\ndiligence and reporting obligations or (ii) the foreign non-financial entity
\neither certifies it does not have any substantial United States owners or
\nfurnishes identifying information regarding each substantial United States
\nowner. For these purposes, a “withholdable payment” includes any United States
\nsource payments of interest (including original issue discount), dividends,
\nrents, compensation and other fixed or determinable annual or periodical gains,
\nprofits and income. If the payee is a foreign financial institution, it must
\nenter into an agreement with the United States Department of the Treasury
\nrequiring, among other things, that it undertake to identify accounts held by
\ncertain United States persons or United States-owned foreign entities, annually
\nreport certain information about such accounts, and withhold 30% on payments to
\naccount holders whose actions prevent it from complying with these reporting and
\nother requirements. Although this legislation currently applies to applicable
\npayments made after December 31, 2012, recently issued Proposed Treasury
\nRegulations provide that the withholding provisions described above will
\ngenerally apply to payments of dividends on our Common Stock made on or after
\nJanuary 1, 2014 and to payments of gross proceeds from a sale or other
\ndisposition of such stock on or after January 1, 2015. Prospective purchasers of
\nshares of the Warrants or shares of our Common Stock should consult their tax
\nadvisors regarding this legislation and the potential implications of this
\nlegislation on their particular circumstances.<\/p>\n<\/p>\n<\/p>\n

LEGAL MATTERS<\/strong><\/p>\n

\n

The validity of our Common Stock offering hereby will be passed upon by Husch
\nBlackwell LLP.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

25<\/p>\n

\n

\n<\/p>\n<\/p>\n

EXPERTS<\/strong><\/p>\n

\n

The audited consolidated financial statements of Transgenomic, Inc. and its
\nsubsidiaries as of December 31, 2011 and 2010, and for the three-year period
\nended December 31, 2011, included in our Annual Report on Form 10-K for the year
\nended December 31, 2011, and the effectiveness of our internal control over
\nfinancial reporting as of December 31, 2011, incorporated by reference in this
\nprospectus have been audited by McGladrey & Pullen, LLP, independent
\nregistered public accounting firm, as stated in their report dated March 20,
\n2012, which is incorporated by reference herein, and has been so incorporated in
\nreliance upon the report of such firm given upon their authority as experts in
\naccounting and auditing.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

WHERE YOU CAN FIND ADDITIONAL INFORMATION<\/strong><\/p>\n

\n

We file annual, quarterly and current reports, proxy statements and other
\ndocuments with the SEC. These filings contain important information which does
\nnot appear in this prospectus. You may read and copy, at prescribed rates, any
\ndocuments we have filed with the SEC at its Public Reference Room located at 100
\nF Street, N.E., Washington, DC 20549. You may obtain information on the
\noperation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We
\nalso file these documents with the SEC electronically. You can access the
\nelectronic versions of these filings on the SEC’s website found at
\nhttp:\/\/www.sec.gov .<\/p>\n<\/p>\n

We have filed with the SEC a registration statement on Form S-1 relating to
\nthe securities covered by this prospectus. This prospectus is a part of the
\nregistration statement and does not contain all the information in the
\nregistration statement. Whenever a reference is made in this prospectus to a
\ncontract, agreement or other document, the reference is only a summary and you
\nshould refer to the exhibits that are filed with, or incorporated by reference
\ninto, the registration statement for a copy of the contract, agreement or other
\ndocument. You may review a copy of the registration statement at the SEC’s
\nPublic Reference Room in Washington, D.C., as well as on the SEC’s website.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

INCORPORATION OF CERTAIN INFORMATION BY
\nREFERENCE<\/strong><\/p>\n

\n

The SEC’s rules allow us to “incorporate by reference” into this prospectus
\ncertain information that we file with the SEC. This means that we can include in
\nthis prospectus information by referring you to another document already on file
\nwith the SEC that contains that information. Any information incorporated by
\nreference into this prospectus is considered to be part of this prospectus.<\/p>\n<\/p>\n

We incorporate by reference the following documents filed with the SEC:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Our Annual Report on Form 10-K for the year ended December 31, 2011, as filed
\nby us with the SEC on March 14, 2012;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Our Current Report on Form 8-K as filed by us with the SEC on January 6,
\n2012;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Our Current Report on Form 8-K as filed by us with the SEC on February 3,
\n2012; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Our Current Report on Form 8-K as filed by us with the SEC on February 7,
\n2012.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Notwithstanding the foregoing, we are not incorporating by reference any
\ninformation furnished and not filed with the SEC, unless, and to the extent,
\nexpressly specified otherwise. Any statement contained in a document
\nincorporated in this prospectus shall be deemed to be modified or superseded to
\nthe extent that a statement contained in this prospectus modifies or supersedes
\nsuch statement. Any such statement so modified or superseded shall only be
\ndeemed to be a part of this prospectus as so modified or superseded.<\/p>\n<\/p>\n<\/p>\n

26<\/p>\n

\n

\n<\/p>\n<\/p>\n

We will provide without charge to each person, including any beneficial
\nowner, to whom this prospectus is delivered, upon his or her written or oral
\nrequest, a copy of any or all of the reports or documents referred to above that
\nhave been incorporated by reference into this prospectus, excluding exhibits to
\nthose documents unless they are specifically incorporated by reference into
\nthose documents. You may request a copy of these filings, at no cost, by
\ncontacting:<\/p>\n<\/p>\n

Transgenomic, Inc.<\/p>\n

\n

Attn: Investor Relations<\/p>\n

\n

12325 Emmet Street<\/p>\n

\n

Omaha, NE 68164<\/p>\n

\n

Phone: (402) 452-5416<\/p>\n

\n

Fax: (402) 452-5461<\/p>\n

\n

E-mail: investorrelations@transgenomic.com<\/p>\n

\n

You also may access these filings on our website at www.transgenomic.com
\n<\/u>under Investor Relations Real Time Filings. We do not incorporate the
\ninformation on our website into this prospectus or any supplement to this
\nprospectus and you should not consider any information on, or that can be
\naccessed through, our website as part of this prospectus or any supplement to
\nthis prospectus (other than those filings with the SEC that we specifically
\nincorporate by reference into this prospectus or any supplement to this
\nprospectus).<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

27<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

33,000,000 SHARES OF COMMON STOCK<\/strong><\/p>\n

\n<\/p>\n<\/p>\n<\/p>\n

\n

TRANSGENOMIC, INC.<\/strong><\/p>\n

\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

PROSPECTUS<\/strong><\/p>\n<\/p>\n

\n<\/p>\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n

__________ __, 2012<\/strong><\/p>\n

\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Neither we nor the selling shareholders have authorized any dealer,
\nsalesperson or other person to give any information or to make any
\nrepresentations not contained in this prospectus or any prospectus supplement.
\nYou must not rely on any unauthorized information. This prospectus is not an
\noffer to sell these securities in any jurisdiction where an offer or sale is not
\npermitted. The information in this prospectus is current as of the date of this
\nprospectus. You should not assume that this prospectus is accurate as of any
\nother date.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

28<\/p>\n

\n

\n<\/p>\n<\/p>\n

\n

PART II.<\/strong><\/p>\n

\n

INFORMATION NOT REQUIRED IN PROSPECTUS<\/strong><\/p>\n

\n<\/p>\n<\/p>\n

Item 13. Other Expenses of Issuance and Distribution.<\/strong><\/p>\n<\/p>\n

The following table sets forth the expenses in connection with the issuance
\nand distribution of the securities being registered, other than underwriting
\ndiscounts and commissions. All of the amounts shown are estimated, except the
\nSEC registration fee.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SEC registration fee<\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

4,916<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Legal fees and expenses<\/p>\n<\/td>\n

\n

25,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Accounting fees and expenses<\/p>\n<\/td>\n

\n

14,400<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Miscellaneous<\/p>\n<\/td>\n

\n

10,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

54,316<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Company will bear all of the expenses shown above.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Item 14. Indemnification of Directors and Officers.<\/strong><\/p>\n<\/p>\n

Section 145 of the Delaware General Corporation Law authorizes a court to
\naward, or a corporation to grant, indemnity to directors and officers in terms
\nsufficiently broad to permit such indemnification under certain circumstances
\nfor liabilities (including reimbursement of expenses incurred) arising under the
\nSecurities Act of 1933.<\/p>\n<\/p>\n

As permitted by the Delaware General Corporation Law, the Registrant’s Third
\nRestated Certificate of Incorporation eliminates the personal liability of its
\ndirectors for monetary damages for breach of fiduciary duty as a director,
\nexcept for liability (1) for any breach of the director’s duty of loyalty to the
\nRegistrant or its stockholders, (2) for acts or omissions not in good faith or
\nthat involve intentional misconduct or a knowing violation of law, (3) under
\nSection 174 of the Delaware General Corporation Law (regarding unlawful
\ndividends and stock purchases) or (4) for any transaction from which the
\ndirector derived an improper personal benefit. If the Delaware General
\nCorporation Law is amended to authorize further elimination or limiting of
\ndirectors’ personal liability, then the Third Amended and Restated Certificate
\nprovides that the personal liability of directors will be eliminated or limited
\nto the fullest extent provided under the Delaware General Corporation Law.<\/p>\n<\/p>\n

As permitted by the Delaware General Corporation Law, the Registrant’s Third
\nAmended and Restated Certificate of Incorporation and its Amended and Restated
\nBylaws provide that (1) the Registrant is required to indemnify its directors
\nand officers to the fullest extent permitted by the Delaware General Corporation
\nLaw, subject to certain very limited exceptions, (2) the Registrant may
\nindemnify its other employees and agents as set forth in the Delaware General
\nCorporation Law, (3) the Registrant is required to advance expenses, as
\nincurred, to its directors and executive officers in connection with a legal
\nproceeding to the fullest extent permitted by the Delaware General Corporation
\nLaw, subject to certain conditions and (4) the rights conferred by the Third
\nAmended and Restated Certificate of Incorporation and Amended and Restated
\nBylaws are not exclusive.<\/p>\n<\/p>\n

The Delaware General Corporation Law authorizes a corporation to indemnify
\nits directors and officers provided that the corporation shall not eliminate or
\nlimit the liability of a director as follows:<\/p>\n<\/p>\n

(a) for any action brought by or in the right of a corporation where the
\ndirector or officer is adjudged to be liable to the corporation, except where a
\ncourt determines the director or officer is entitled to indemnity;<\/p>\n<\/p>\n

(b) for acts or omissions not in good faith or which involve conduct that the
\ndirector or officer believes is not in the best interests of the corporation;\n<\/p>\n<\/p>\n

(c) for knowing violations of the law;<\/p>\n<\/p>\n

(d) for any transaction from which the directors derived an improper personal
\nbenefit; and<\/p>\n<\/p>\n<\/p>\n

29<\/p>\n

\n

\n<\/p>\n<\/p>\n

(e) for payment of dividends or approval of stock repurchases or redemptions
\nleading to liability under Section 174 of the Delaware General Corporation Law.\n<\/p>\n<\/p>\n

The Delaware General Corporation Law requires a corporation to indemnify a
\ndirector or officer to the extent that the director or officer has been
\nsuccessful, on the merits or otherwise, in defense of any action, suit or
\nproceeding for which indemnification is lawful.<\/p>\n<\/p>\n

Insofar as indemnification for liabilities arising under the Securities Act
\nof 1933 may be permitted to directors, officers or persons controlling the
\nregistrant pursuant to the foregoing provisions, the registrant has been
\ninformed that in the opinion of the Securities and Exchange Commission such
\nindemnification is against public policy as expressed in the Act and is
\ntherefore unenforceable.<\/p>\n<\/p>\n

The Company maintains a director and officer insurance policy which insures
\nthe directors and officers of the Company against damages, judgments,
\nsettlements and costs incurred by reason of certain wrongful acts committed by
\nsuch persons in their capacities as directors and officers.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Item 15. Recent Sales of Unregistered Securities. <\/strong><\/p>\n<\/p>\n

Series A Preferred Shares and Series A Preferred
\nWarrants<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

On December 29, 2010, the Company entered into a Series A Convertible
\nPreferred Stock Purchase Agreement (the “Series A Purchase Agreement”) with
\nThird Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third
\nSecurity Incentive 2010 LLC (collectively, the “Third Security Entities”),
\npursuant to which the Company: (i) sold to the Third Security Entities an
\naggregate of 2,586,205 shares of the Company’s Series A Convertible Preferred
\nStock (the “Series A Preferred”) at a price per share of $2.32 for aggregate
\ngross proceeds of approximately $6,000,000; and (ii) issued to the Third
\nSecurity Entities warrants (the “Series A Warrants”) to purchase up to an
\naggregate of 1,293,102 shares of Series A Preferred with an exercise price of
\n$2.32 per share (collectively, the “Financing”). The Series A Preferred and
\nSeries A Warrants were issued pursuant to applicable exemptions from the
\nregistration requirements of the Securities Act. The Series A Warrants may be
\nexercised at any time from December 29, 2010 until December 28, 2015 and contain
\na “cashless exercise” feature. The shares of Series A Preferred issuable
\npursuant to the Series A Purchase Agreement and upon exercise of the Series A
\nWarrants are initially convertible into shares of the Company’s common stock
\n(“Common Stock”) at a rate of 4-for-1, which conversion rate is subject to
\nfurther adjustment as set forth in the Certificate of Designation of Series A
\nConvertible Preferred Stock. The Company used the net proceeds from the
\nFinancing to acquire certain assets of Clinical Data, Inc. (“Clinical Data”) and
\nPGx Health, LLC, a wholly-owned subsidiary of Clinical Data (“PGx”).<\/p>\n<\/p>\n

In connection with the Financing, the Company also entered into a
\nregistration rights agreement with the Investors (the “Registration Rights
\nAgreement”). Pursuant to the terms of the Registration Rights Agreement, the
\nCompany has granted the Investors certain demand, “piggyback” and S-3
\nregistration rights covering the resale of the shares of Common Stock underlying
\nthe Series A Preferred issued pursuant to the Series A Purchase Agreement and
\nissuable upon exercise of the Series A Warrants and all shares of Common Stock
\nissuable upon any dividend or other distribution with respect thereto.<\/p>\n<\/p>\n<\/p>\n

On November 8, 2011, the Company entered into an Amendment Agreement with the
\nThird Security Entities, which are the holders of all of the outstanding shares
\nof the Company’s Series A Preferred. Pursuant to the Amendment Agreement, the
\nThird Security Entities and the Company agreed to amend the Certificate of
\nDesignation to eliminate certain features of the Series A Preferred relating to
\n(i) an anti-dilution adjustment to the conversion rate upon which the Series A
\nPreferred is convertible into the Company’s common stock and (ii) an optional
\nredemption of the Series A Preferred by the Third Security Investors (the
\n“Certificate Amendment”); subject to the requisite stockholder approval of the
\nCertificate Amendment at the Company’s next annual meeting of its stockholders.
\nPursuant to the Amendment Agreement, the Third Security Investors agreed to vote
\nthe Series A Preferred and their common stock in favor of the Certificate
\nAmendment and agreed to waive their rights to the features of the Series A
\nPreferred being eliminated by the Certificate Amendment. In exchange for the
\nThird Security Entities entering into the Amendment Agreement, the Company
\nagreed to issue to the holders an aggregate of $0.3 million market value of
\ncommon stock or 245,903 shares of Common Stock.<\/p>\n<\/p>\n<\/p>\n

Convertible Promissory Notes<\/em><\/strong><\/p>\n<\/p>\n

On December 30, 2011, the Company entered into a Convertible Promissory Note
\nPurchase Agreement (the “Note Purchase Agreement”) with the Third Security
\nEntities in the aggregate amount of $3.0 million. Affiliates of the investors
\ncurrently own all the outstanding shares of the Company’s Series A Preferred.
\nUnder the Note Purchase Agreement, the Company sold to<\/p>\n<\/p>\n<\/p>\n

30<\/p>\n

\n

\n<\/p>\n<\/p>\n

each of the Third Security Entities a convertible note which had a March 31,
\n2012 maturity date. The Note Purchase Agreement and notes provided for
\nconversion of any amount remaining due to the Third Security Entities under the
\nnotes into equity securities of the Company of the same class(es) or series and
\nat the same price as the equity securities of the Company sold in the Company’s
\nfirst sale or issuance of its equity securities after December 30, 2011, in the
\naggregate amount of at least $3.0 million. The notes and the equity securities
\ninto which the notes are convertible have not been registered under the
\nSecurities Act and applicable state securities laws, but were offered and sold
\nin the United States pursuant to applicable exemptions from registration
\nrequirements under the Securities Act and applicable state securities laws.<\/p>\n<\/p>\n

2012 Private Placement and Note Conversion<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

On February 2, 2012, the Company entered into a Securities Purchase Agreement
\nwith certain institutional and other accredited investors pursuant to which the
\nCompany: (i) sold to the investors an aggregate of 19,000,000 shares of the
\nCompany’s Common Stock at a price per share of $1.00 for aggregate gross
\nproceeds of approximately $19.0 million; and (ii) issued to the investors
\nWarrants to purchase up to an aggregate of 9,500,000 shares of Common Stock with
\nan exercise price of $1.25 per share. The Warrants may be exercised, in whole or
\nin part, at any time from February 7, 2012 until February 7, 2017 and contain
\nboth cash and “cashless exercise” features. The Warrants also impose penalties
\non the Company for failure to deliver the shares of Common Stock issuable upon
\nexercise. The Company currently intends to use the net proceeds from the
\noffering for general corporate and working capital purposes, primarily to
\naccelerate development of several of the Company’s key initiatives. The common
\nstock and warrants were issued pursuant to applicable exemptions from
\nregistration requirements under the Securities Act and applicable securities
\nlaw.<\/p>\n<\/p>\n

As part of the offering, in connection with the conversion of n convertible
\npromissory notes in the aggregate amount of $3.0 million issued by the Company
\non December 30, 2011 to the Third Security Entities collectively received
\n3,000,000 shares of Common Stock and Warrants to purchase up to 1,500,000 shares
\nof Common Stock upon the same terms as the investors.<\/p>\n<\/p>\n

In connection with the offering, the Company also entered into a Registration
\nRights Agreement with the investors and the Third Security Entities. The
\nRegistration Rights Agreement requires that the Company file a registration
\nstatement with the Securities and Exchange Commission within forty-five (45)
\ndays of the closing date of the offering for the resale by the investors and the
\nThird Security Entities of all of the Common Shares, the shares of Common Stock
\nissuable upon exercise of the Warrants, the Third Security Common Shares, the
\nshares of Common Stock issuable upon exercise of the Third Security Warrants and
\nall shares of Common Stock issuable upon any stock split, dividend or other
\ndistribution, recapitalization or similar event with respect thereto. The
\ninitial registration statement must be declared effective by the SEC within
\nninety (90) days of the closing date of the offering subject to certain
\nadjustments. Upon the occurrence of certain events, including, but not limited
\nto, that the initial Registration Statement is not filed prior to the filing
\ndate, the Company will be required to pay liquidated damages to each of the
\ninvestors and the Third Security Entities upon the date of the event and then
\nmonthly thereafter until the earlier of: (i) the event is cured, or (ii) the
\nregistrable shares are eligible for resale under Rule 144 without manner of sale
\nor volume limitations. In no event shall the aggregate amount of liquidated
\ndamages payable to each of the investors and Third Security Entities exceed in
\nthe aggregate 10% of the aggregate purchase price paid by such investor or Third
\nSecurity Entity for the registrable securities. Pursuant to this Registration
\nStatement and as required by the Registration Rights Agreement, the Company is
\nregistering the resale of the Common Shares, the shares of Common Stock issuable
\nupon exercise of the Warrants, the Third Security Common Shares, the shares of
\nCommon Stock issuable upon exercise of the Third Security Warrants and all
\nshares of Common Stock issuable upon any stock split, dividend or other
\ndistribution, recapitalization or similar event with respect thereto.<\/p>\n<\/p>\n

Craig-Hallum Capital Group LLC served as the sole placement agent for the
\noffering. In consideration for services rendered as the placement agent in the
\noffering, the Company agreed to (i) pay to the placement agent cash commissions
\nequal to $1,330,000, or 7.0% of the gross proceeds received in the offering,
\n(ii) issue to the placement agent a five-year warrant to purchase up to 380,000
\nshares of the Company’s Common Stock (representing 2% of the Common Shares sold
\nin the offering) with an exercise price of $1.25 per share and other terms that
\nare the same as the terms of the Warrants and the Third Security Warrants issued
\nin connection with the offering; and (iii) reimburse the placement agent for
\nreasonable out-of-pocket expenses, including fees paid to the placement agent’s
\nlegal counsel, incurred in connection with the offering, which reimbursable
\nexpenses shall not exceed $125,000. In addition, the Company will also pay the
\nplacement agent the cash fee and Warrants, determined in accordance with the
\npercentages set forth above, if, during a 12-month period commencing January 2,
\n2012, the Company signs a definitive agreement or letter of intent or other
\nevidence of commitment which subsequently results in an offering of the
\nsecurities of the Company being consummated. The calculation of the placement
\nagent’s fees did not include the Third Security Common Shares and Third Security
\nWarrants issued to the Third Security Entities in connection with the conversion
\nof the convertible promissory notes described above.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

31<\/p>\n

\n

\n<\/p>\n<\/p>\n

Item 16. Exhibits<\/strong><\/p>\n<\/p>\n

See the Exhibit Index attached hereto and incorporated herein by reference.\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Item 17. Undertakings.<\/strong><\/p>\n<\/p>\n

The undersigned Registrant hereby undertakes:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(1)<\/p>\n<\/td>\n

\n

To file, during any period in which offers or sales are being made, a
\npost-effective amendment to this registration statement:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(i)<\/p>\n<\/td>\n

\n

To include any prospectus required by Section 10(a)(3) of the Securities Act
\nof 1933, as amended (the “Act”);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(ii)<\/p>\n<\/td>\n

\n

To reflect in the prospectus any facts or events arising after the effective
\ndate of the registration statement (or the most recent post-effective amendment
\nthereof) which, individually or in the aggregate, represent a fundamental change
\nin the information set forth in the registration statement. Notwithstanding the
\nforegoing, any increase or decrease in volume of securities offered (if the
\ntotal dollar value of securities offered would not exceed that which was
\nregistered) and any deviation from the low or high end of the estimated maximum
\noffering range may be reflected in the form of prospectus filed with the
\nCommission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
\nand price represent no more than a 20 percent change in the maximum aggregate
\noffering price set forth in the “Calculation of Registration Fee” table in the
\neffective registration statement; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(iii)<\/p>\n<\/td>\n

\n

To include any material information with respect to the plan of distribution
\nnot previously disclosed in the registration statement or any material change to
\nsuch information in the registration statement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(2)<\/p>\n<\/td>\n

\n

That, for the purpose of determining any liability under the Act, each such
\npost-effective amendment shall be deemed to be a new registration statement
\nrelating to the securities offered therein, and the offering of such securities
\nat that time shall be deemed to be the initial bona fide offering thereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(3)<\/p>\n<\/td>\n

\n

To remove from registration by means of a post-effective amendment any of the
\nsecurities being registered which remain unsold at the termination of the
\noffering.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(4)<\/p>\n<\/td>\n

\n

That, for the purpose of determining liability under the Act to any
\npurchaser, each prospectus filed pursuant to Rule 424(b) as part of a
\nregistration statement relating to an offering, other than registration
\nstatements relying on Rule 430B or other than prospectuses filed in reliance on
\nRule 430A, shall be deemed to be part of and included in the registration
\nstatement as of the date it is first used after effectiveness. Provided, however
\n, that no statement made in a registration statement or prospectus that is part
\nof the registration statement or made in a document incorporated or deemed
\nincorporated by reference into the registration statement or prospectus that is
\npart of the registration statement will, as to purchaser with a time of contract
\nof sale prior to such first use, supersede or modify any statement that was made
\nin the registration statement or prospectus that was part of the registration
\nstatement or made in any such document immediately prior to such date of first
\nuse.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(5)<\/p>\n<\/td>\n

\n

Insofar as indemnification for liabilities arising under the Act may be
\npermitted to directors, officers and controlling persons of the registrant
\npursuant to the foregoing provisions, or otherwise, the registrant has been
\nadvised that in the opinion of the Securities and Exchange Commission such
\nindemnification is against public policy as expressed in the Act, and is,
\ntherefore, unenforceable. In the event that a claim for indemnification against
\nsuch liabilities (other than the payment by the registrant of expenses incurred
\nor paid by a director, officer or controlling person of the registrant in the
\nsuccessful defense of any action, suit or proceeding) is asserted by such
\ndirector, officer or controlling person in connection with the securities being
\nregistered, the registrant will, unless in the opinion of its counsel the matter
\nhas been settled by controlling precedent, submit to a court of appropriate
\njurisdiction the question whether such indemnification by it is against public
\npolicy as expressed in the Act and will be governed by the final adjudication of
\nsuch issue.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

32<\/p>\n

\n

\n<\/p>\n<\/p>\n

SIGNATURES<\/strong><\/p>\n

\n

Pursuant to the requirements of the Securities Act of 1933, as amended, the
\nregistrant has duly caused this registration statement to be signed on its
\nbehalf by the undersigned, thereunto duly authorized, in the city of Omaha.
\nState of Nebraska, on March 20, 2012.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Transgenomic, Inc.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Craig J. Tuttle<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

President and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(Principal Executive Officer)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

POWER OF ATTORNEY<\/strong><\/p>\n

\n

Each of the undersigned hereby appoints each of Craig J. Tuttle and Brett L.
\nFrevert as attorney-in-fact and agent for the undersigned, with full power of
\nsubstitution, for and in the name, place and stead of the undersigned, to sign
\nand file with the Securities and Exchange Commission under the Securities Act of
\n1933, as amended, any and all amendments (including post-effective amendments)
\nto this registration statement, any other registration statements and exhibits
\nthereto that is the subject of this registration statement filed pursuant to
\nRule 462 under such Act, and any and all applications, instruments and other
\ndocuments to be filed with the Securities and Exchange Commission pertaining to
\nthe registration of securities covered hereby, with full power and authority to
\ndo and perform any and all acts and things as may be necessary or desirable in
\nfurtherance of such registration.<\/p>\n<\/p>\n

Pursuant to the requirements of the Securities Act of 1933, as amended, this
\nregistration statement has been signed by the following persons in the
\ncapacities indicated on March 20, 2012.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Signature<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Title<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ CRAIG J. TUTTLE<\/p>\n

Craig J. Tuttle<\/p>\n<\/td>\n

<\/td>\n\n

Director, President and Chief Executive Officer (Principal Executive Officer)\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ BRETT L. FREVERT<\/p>\n

Brett L. Frevert<\/p>\n<\/td>\n

<\/td>\n\n

Chief Financial Officer (Principal Financial Officer and Principal Accounting
\nOfficer)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ RODNEY S. MARKIN<\/p>\n

Rodney S. Markin<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ ANTONIUS P. SCHUH<\/p>\n

Antonius P. Schuh<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ ROBERT M. PATZIG<\/p>\n

Robert M. Patzig<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ DOIT L. KOPPLER II<\/p>\n

Doit L. Koppler II<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n

33<\/p>\n

\n

\n<\/p>\n<\/p>\n

EXHIBIT INDEX<\/strong><\/p>\n

\n<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Third Amended and Restated Certificate of Incorporation of the Registrant
\n(incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on
\nForm 10-Q filed on November 14, 2005).<\/p>\n<\/td>\n<\/tr>\n

\n

3.2<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Amended and Restated Bylaws of the Registrant 8-K (incorporated by reference
\nto Registrant’s Current Report on Form 8-K filed on the May 25, 2007).<\/p>\n<\/td>\n<\/tr>\n

\n

4.1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Certificate of the Registrant’s Common Stock (incorporated by
\nreference to Exhibit 4 to Registrant’s Registration Statement on Form S-1
\n(Registration No. 333-32174) filed on March 10, 2000).<\/p>\n<\/td>\n<\/tr>\n

\n

4.2<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Certificate of Designation of Series A Convertible Preferred Stock dated as
\nof December 28, 2010 (incorporated by reference to Exhibit 3.1 to Registrant’s
\nCurrent Report on Form 8-K filed on January 4, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

5.1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Opinion of Husch Blackwell, LLP<\/p>\n<\/td>\n<\/tr>\n

\n

*10.1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2006 Equity Incentive Plan of the Registrant (incorporated by reference to
\nExhibit 4(b) to Registrant’s Registration Statement on Form S-8 (Registration
\nNo. 333-139999) filed on January 16, 2007.<\/p>\n<\/td>\n<\/tr>\n

\n

*10.2<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1999 UK Approved Stock Option Sub Plan of the Registrant (incorporated by
\nreference to Exhibit 10.7 to Registrant’s Registration Statement on Form S-1
\n(Registration No. 333-32174) filed on March 10, 2000).<\/p>\n<\/td>\n<\/tr>\n

\n

*10.3<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Employment Agreement between the Company and Craig J. Tuttle dated July 12,
\n2006 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
\non Form 8-K filed on July 12, 2006.<\/p>\n<\/td>\n<\/tr>\n

\n

*10.4<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Amendment No. 1 to the Employment Agreement between the Company and Craig J.
\nTuttle, effective July 12, 2006 (incorporated by reference to Exhibit 10.1 to
\nRegistrant’s Quarterly Report on Form 10-Q filed on November 14, 2006).<\/p>\n<\/td>\n<\/tr>\n

\n

10.5<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

License Agreement, dated September 1, 1994, between Registrant and Professor
\nDr. Gunther Bonn, et. al. and Amendment thereto, dated March 14, 1997
\n(incorporated by reference to Exhibit 10.14 to Registrant’s Registration
\nStatement on Form S-1 (Registration No. 333-32174) filed on March 10, 2000).<\/p>\n<\/td>\n<\/tr>\n

\n

10.6<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

License Agreement, dated August 20, 1997, between the Registrant and Leland
\nStanford Junior University (incorporated by reference to Exhibit 10.15 to
\nRegistrant’s Registration Statement on Form S-1 (Registration No. 333-32174)
\nfiled on March 10, 2000).<\/p>\n<\/td>\n<\/tr>\n

\n

10.7<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

License Agreement, dated December 1, 1989, between Cruachem Holdings Limited
\n(a wholly owned subsidiary of the Registrant) and Millipore Corporation
\n(incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on
\nForm 10-K filed on March 25, 2002).<\/p>\n<\/td>\n<\/tr>\n

\n

10.8<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Sublicense Agreement, dated October 1, 1991, between Cruachem Holdings
\nLimited (a wholly owned subsidiary of the Registrant) and Applied Biosystems,
\nInc. (incorporated by reference to Exhibit 10.14 to Registrant’s Annual Report
\non Form 10-K filed on March 25, 2002).<\/p>\n<\/td>\n<\/tr>\n

\n

10.9<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Missives, dated May 17, 2002, between Cruachem Limited (a wholly-owned
\nsubsidiary of the Registrant) and Robinson Nugent (Scotland) Limited
\n(incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on
\nForm 10-Q filed on August 14, 2002).<\/p>\n<\/td>\n<\/tr>\n

\n

10.10<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

License Amendment Agreement, dated June 2, 2003, by and between Geron
\nCorporation and the Registrant (incorporated by reference to Exhibit 10.2 to
\nRegistrant’s Quarterly Report on Form 10-Q filed on August 12, 2003).<\/p>\n<\/td>\n<\/tr>\n

\n

10.11<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Supply Agreement, dated January 1, 2000, between the Registrant and Hitachi
\nInstruments (incorporated by reference to Exhibit 10.16 to Registrant’s
\nRegistration Statement on Form S-1 (Registration No. 333-32174) filed on March
\n10, 2000).<\/p>\n<\/td>\n<\/tr>\n

\n

10.12<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Common Stock Purchase Warrant by and between the Registrant and Laurus Master
\nFund, Ltd., dated December 3, 2003 (incorporated by reference to Exhibit 10.4 to
\nthe Registration Statement on Form S-3 of the Registrant (Registration No.
\n333-111442) filed on December 22, 2003).<\/p>\n<\/td>\n<\/tr>\n

\n

10.13<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Registration Rights Agreement by and between the Registrant and Laurus Master
\nFund, Ltd., dated December 3, 2003 (incorporated by reference to Exhibit 10.5 to
\nthe Registration Statement on Form S-3 of the Registrant (Registration No.
\n333-111442) filed on December 22, 2003).<\/p>\n<\/td>\n<\/tr>\n

\n

10.14<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Securities Purchase Agreement by and between the Registrant and Laurus Master
\nFund, Ltd., dated February 19, 2004, as amended on April 15, 2004 (incorporated
\nby reference to Exhibit 10.1 to the Registration Statement on Form S-3 of the
\nRegistrant (Registration No. 333-114661) filed on April 21, 2004).<\/p>\n<\/td>\n<\/tr>\n

\n

10.15<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Amendment to Securities Purchase Agreement and Related Document by and
\nbetween the Registrant and Laurus Master Fund, Ltd., dated August 31, 2004
\n(incorporated by reference to Exhibit 10.1 to the Registration Statement on Form
\nS-3 of the Registrant (Registration No. 333-118970) filed on September 14,
\n2004).<\/p>\n<\/td>\n<\/tr>\n

\n

10.16<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Common Stock Purchase Warrant by and between the Registrant and Laurus Master
\nFund, Ltd., dated February 19, 2004, as amended on April 15, 2004 (incorporated
\nby reference to Exhibit 10.3 to the Registration Statement on Form S-3 of the
\nRegistrant (Registration No. 333-114661) filed on April 21, 2004).<\/p>\n<\/td>\n<\/tr>\n

\n

10.17<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Registration Rights Agreement by and between the Registrant and Laurus Master
\nFund, Ltd., dated February 19, 2004 (incorporated by reference to Exhibit 10.4
\nto the Registration Statement on Form S-3 of the Registrant (Registration No.
\n333-114661) filed on April 21, 2004).<\/p>\n<\/td>\n<\/tr>\n

\n

10.18<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Common Stock Purchase Warrant by and between the Registrant and Laurus Master
\nFund, Ltd., dated August 31, 2004 (incorporated by reference to Exhibit 10.3 to
\nthe Registration Statement on Form S-3 of the Registrant (Registration No.
\n333-118970) filed on September 14, 2004).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

34<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.19<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Securities Purchase Agreement by and between the Registrant and
\nvarious counter-parties dated September 22, 2005 (incorporated by reference to
\nExhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November
\n14, 2005).<\/p>\n<\/td>\n<\/tr>\n

\n

10.20<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Common Stock Purchase Warrant by and between the Registrant and Oppenheimer
\n& Co., Inc. dated October 27, 2005 (incorporated by reference to Exhibit
\n10.34 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2006).\n<\/p>\n<\/td>\n<\/tr>\n

\n

10.21<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Letter Agreement by and between the Registrant and Laurus Master Fund, Ltd.
\ndated October 31, 2005 (incorporated by reference to Exhibit 10.36 to the
\nRegistrant’s Annual Report on Form 10-K filed on March 31, 2006).<\/p>\n<\/td>\n<\/tr>\n

\n

*10.22<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Employment Agreement Extension between the Company and Craig Tuttle dated
\nJuly 12, 2008 (incorporated by reference to Registrant’s Current Report on Form
\n8-K filed on July 16, 2008).<\/p>\n<\/td>\n<\/tr>\n

\n

10.23<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

License Agreement between the Company and the Dana-Farber Cancer Institute
\ndated October 8, 2009 (incorporated by reference to Exhibit 10.1 to the
\nRegistrant’s Quarterly Report on Form 10-Q filed on November 5, 2009).<\/p>\n<\/td>\n<\/tr>\n

\n

10.24<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

License Agreement between the Company and Power3 Medical Products, Inc. dated
\nJanuary 23, 2009 (incorporated by reference to Exhibit 10.2 to the Registrant’s
\nQuarterly Report on Form 10-Q filed on November 5, 2009).<\/p>\n<\/td>\n<\/tr>\n

\n

+10.25<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Asset Purchase Agreement, dated November 29, 2010, by and among PGxHealth,
\nLLC, Clinical Data, Inc. and Transgenomic, Inc. (incorporated by reference to
\nExhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 4,
\n2011).<\/p>\n<\/td>\n<\/tr>\n

\n

+10.26<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Amendment to Asset Purchase Agreement, dated December 29, 2010, by and among
\nPGxHealth, LLC, Clinical Data, Inc. and Transgenomic, Inc. (incorporated by
\nreference to Exhibit2.1 to the Registrant’s Current Report on Form 8-K filed on
\nJanuary 4, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.27<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Series A Convertible Preferred Stock Purchase Agreement with Third Security
\ndated December 29, 2010 (incorporated by reference to Exhibit 4.1 to the
\nRegistrant’s Current Report on Form 8-K filed on January 4, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.28<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Series A Convertible Preferred Stock Warrant issued to Third Security
\nSenior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security
\nIncentive 2010 LLC on December 29, 2010 (incorporated by reference to Exhibit
\n4.2 to the Registrant’s Current Report on Form 8-K filed on January 4, 2011).\n<\/p>\n<\/td>\n<\/tr>\n

\n

10.29<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Registration Rights Agreement, dated December 29, 2010, by and among
\nTransgenomic, Inc., Third Security Senior Staff 2008 LLC, Third Security Staff
\n2010 LLC, and Third Security Incentive 2010 LLC (incorporated by reference to
\nExhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on January 4,
\n2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.30<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Secured Promissory Note, issued December 29, 2010 by Transgenomic, Inc. in
\nfavor of PGxHealth, LLC. (incorporated by reference to Exhibit 4.4 to the
\nRegistrant’s Current Report on Form 8-K filed on January 4, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.31<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Secured Promissory Note, issued December 29, 2010 by Transgenomic, Inc. in
\nfavor of PGxHealth, LLC. (incorporated by reference to Exhibit 4.5 to the
\nRegistrant’s Current Report on Form 8-K filed on January 4, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.32<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Sublease Agreement, dated December 29, 2010, by and between Transgenomic,
\nInc. and Clinical Data, Inc. (incorporated by reference to Exhibit 10.1 to the
\nRegistrant’s Current Report on Form 8-K filed on January 4, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.33<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Noncompetition and Nonsolicitation Agreement, dated December 29, 2010, by and
\namong PGxHealth, LLC, Clinical Data, Inc. and Transgenomic, Inc. (incorporated
\nby reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K
\nfiled on January 4, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.34<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Security Agreement, dated December 29, 2010, by and between PGxHealth, LLC
\nand Transgenomic, Inc. (incorporated by reference to Exhibit 10.3 to the
\nRegistrant’s Current Report on Form 8-K filed on January 4, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.35<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

First Amendment to Registration Rights Agreement dated November 8, 2011
\n(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on
\nForm 8-K filed on November 14, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.36<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Agreement Regarding Preferred Stock dated November 8, 2011 (incorporated by
\nreference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed
\non November 14, 2011).<\/p>\n<\/td>\n<\/tr>\n

\n

10.37<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Convertible Promissory Note Purchase Agreement by and among the Company;
\nThird Security Senior Staff 2008 LLC; Third Security Staff 2010 LLC; and Third
\nSecurity Incentive 2010 LLC dated December 30, 2011 (incorporated by reference
\nto Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January
\n6, 2012).<\/p>\n<\/td>\n<\/tr>\n

\n

10.38<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Convertible Promissory Note by and between Transgenomic, Inc. and Third
\nSecurity Senior Staff 2008 LLC dated December 30, 2011(incorporated by reference
\nto Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January
\n6, 2012).<\/p>\n<\/td>\n<\/tr>\n

\n

10.39<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Convertible Promissory Note by and between Transgenomic, Inc. and Third
\nSecurity Staff 2010 LLC dated December 30, 2011 (incorporated by reference to
\nExhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on January 6,
\n2012).<\/p>\n<\/td>\n<\/tr>\n

\n

10.40<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Convertible Promissory Note by and between Transgenomic, Inc. and Third
\nSecurity Incentive 2010 LLC dated December 30, 2011(incorporated by reference to
\nExhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 6,
\n2012).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

35<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.41<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Securities Purchase Agreement entered into by and among the Company and the
\nInvestors dated February 2, 2012 (incorporated by reference to Exhibit 10.1 to
\nthe Registrant’s Current Report on Form 8-K filed on February 7, 2012).<\/p>\n<\/td>\n<\/tr>\n

\n

10.42<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Warrant issued by the Company to the Third Securities Entities on
\nFebruary 7, 2012(incorporated by reference to Exhibit 10.2 to the Registrant’s
\nCurrent Report on Form 8-K filed on February 7, 2012).<\/p>\n<\/td>\n<\/tr>\n

\n

10.43<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Warrant issued by the Company to the Investors on February 7, 2012
\n(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on
\nForm 8-K filed on February 7, 2012).<\/p>\n<\/td>\n<\/tr>\n

\n

10.44<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Registration Rights Agreement entered into by and among the Company,
\nthe Third Securities Entities and the Investors dated February 2, 2012
\n(incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on
\nForm 8-K filed on February 7, 2012).<\/p>\n<\/td>\n<\/tr>\n

\n

21.1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Subsidiaries of the Registrant<\/p>\n<\/td>\n<\/tr>\n

\n

23.1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Consent of Independent Registered Public Accounting Firm<\/p>\n<\/td>\n<\/tr>\n

\n

23.2<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Consent of Husch Blackwell, LLP (included as part of Exhibit 5.1)<\/p>\n<\/td>\n<\/tr>\n

\n

24.1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Power of Attorney (included as part of the signature page of the registration
\nstatement on Form S-1)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

*<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Denotes exhibit that constitutes a management contract, or compensatory plan
\nor arrangement.<\/p>\n<\/td>\n<\/tr>\n

\n

+<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Confidential treatment has been granted with respect to certain portions of
\nthis exhibit. Omitted portions have been filed separately with the SEC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

36<\/p>\n

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