Attached files
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EX-10.2 - WaferGen Bio-systems, Inc. | v205022_ex10-2.htm |
EX-10.1 - WaferGen Bio-systems, Inc. | v205022_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): December 7, 2010
WaferGen
Bio-systems, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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333-136424
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90-0416683
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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7400
Paseo Padre Parkway
Fremont,
CA 94555
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94555
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (510)
651-4450
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Not
Applicable
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(Former
name or former address, if changed since last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General
Instruction A.2. below):
* Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
*
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
*
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
*
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
WaferGen
Bio-systems, Inc. (the “Company”) and its wholly owned subsidiary, WaferGen,
Inc., entered into a loan and security agreement
with Oxford Finance Corporation (“Oxford”). Upon the
agreement’s effectiveness on December 7, 2010, Oxford extended a loan in the
principal amount of $2 million to the Company pursuant to a secured promissory
note.
Interest
under the loan and security agreement and the note will accrue at a fixed rate
of approximately 13%. The loan will mature on December 1,
2013. The loan and security agreement includes certain limitations on
the Company’s ability to, among other things, incur debt, grant liens, make
acquisitions and other investments, make certain distributions such as dividend
payments, and dispose of assets. Events of default under the loan and
security agreement include payment default, cross acceleration with certain
other indebtedness, breaches of covenants and bankruptcy events. The
covenants and events of default in the agreement are subject to usual and
customary exceptions. In the case of a continuing event of default,
Oxford may, among other remedies, declare due all unpaid principal amounts
outstanding and foreclose on all collateral. The credit facility is secured by
substantially all of the Company’s personal property other than intellectual
property. The Company intends to use the proceeds from the loan for general
corporate purposes.
In
connection with the loan, the Company issued to Oxford a warrant to purchase
95,368 of the Company’s common stock. The warrant is
exercisable immediately at an exercise price of $1.468 per share and will expire
in five years.
The
foregoing summary of the loan and security agreement, the note and the warrant
is not complete and is qualified in its entirety by reference to the loan and
security agreement, the note and the warrant, copies of which are attached
hereto as Exhibits 10.1 and 10.2 and incorporated herein by
reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The
information in Item 1.01 above is incorporated by reference into this Item
2.03.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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10.1
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Loan
and Security Agreement dated December 7, 2010, by and among WaferGen
Bio-systems, Inc., WaferGen, Inc. and Oxford Finance Corporation,
including Secured Promissory Note dated December 7, 2010, issued by
WaferGen Bio-systems, Inc. and WaferGen, Inc. to Oxford Finance
Corporation.
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10.2
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Warrant
dated December 7, 2010 issued by WaferGen Bio-systems, Inc. to Oxford
Finance Corporation.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
WaferGen
Bio-systems, Inc.
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Date:
December 13, 2010
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By:
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/s/
Alnoor Shivji
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Alnoor
Shivji
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Chairman,
President and Chief Executive
Officer
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