As filed with the Securities and Exchange Commission on September 14, 2004November 17, 2014

Registration No. 333-

Commission File No.: 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.WASHINGTON, DC 20549

__________________________

FORM S-3

REGISTRATION STATEMENT UNDER

UNDER

THE SECURITIES ACT OF 1933

__________________________

TRANSGENOMIC, INC.

(Exact Namename of Registrant As Specified In Its Charter)registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

91-1789357

(I.R.S. Employer Identification No.)

__________________________

12325 Emmet Street

Omaha, Nebraska 68164

(402) 452-5400

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

__________________________

Collin J. D’SilvaPaul Kinnon

President and Chief Executive Officer

Transgenomic, Inc.

12325 Emmet Street

Omaha, Nebraska 68164

(402) 452-5400

(Name, address, including zip code, and telephone number,

including area code, of Agentagent for Service)service)

__________________________

Copies to:

Steven P. AmenJeffrey T. Hartlin, Esq.

Kutak RockPaul Hastings LLP

1650 Farnam Street1117 S. California Avenue

Omaha, Nebraska 68102Palo Alto, CA 94304

Tel: (402) 346-6000

Fax: (402) 346-1148(650) 320-1804

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement as determined by market conditions.registration statement becomes effective

If the only securities being registered on this Formform are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨

If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434, please462(e) under the Securities Act, check the following box.¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

The prospectus forming a part of this Registration Statement, as such prospectus may be amended or supplemented from time to time (the ”Prospectus”), shall be deemed to relate to the 4,717,099 shares of common stock being registered pursuant to this Registration Statement and, pursuant to Rule 429 the General Rules and Regulations under the Securities Act of 1933, to (i) 3,729,447 shares of common stock registered for resale by selling stockholders pursuant to the registration statement on Form S-3 (Registration No. 333-108319), (ii) 595,918 shares of common stock registered for resale by selling stockholders pursuant to the registration statement on Form S-3 (Registration No. 333-111442) and (iii) 2,557,842 shares of common stock registered for resale by selling stockholders pursuant to the registration statement on Form S-3 (Registration No. 333-114661) (collectively, the “Prior Registration Statements”). As such, this registration statement constitutes Post-Effective Amendment No. 1 to each of the Prior Registration Statements. The amount of filing fees associated with the common stock registered pursuant to the Prior Registration Statements (calculated at the fee in effect at the time of filing of the Prior Registration Statements) is $407.74, $227.68 and $784.05, respectively.

WeRegistrant hereby amendamends this Registration Statement on such date or dates as may be necessary to delay its effective date until wethe Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until thisthe Registration Statement shall become effective on such date as the Securities and Exchange Commission acting accordingpursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. TheseNo person may sell these securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not seekingsoliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated September 14, 2004November 17, 2014

PRELIMINARY PROSPECTUS

PROSPECTUS

11,600,306Transgenomic, Inc.

1,105,394 Shares

TRANSGENOMIC, INC.

COMMON STOCK of Common Stock

This Prospectus covers 11,600,306prospectus relates to the resale by the investors listed in the section of this prospectus entitled “Selling Stockholders”, or the Selling Stockholders, of up to 1,105,394 shares (“Shares”) of our common stock, thatpar value $0.01 per share, or the selling stockholders listed under “Selling Stockholders” may offer and resell from time to time. These SharesCommon Stock. The 1,105,394 shares of Common Stock consist of:

The selling stockholders may sell the shares at the then prevailing market price for the shares at the timethis prospectus entitled “Plan of the sale, or at other prices. The last reported sale price for our common stockDistribution” on September 13, 2004 was $1.16 per share.page 7 of this prospectus. We will not receive any of the proceeds from the saleSecurities sold by the Selling Stockholders, other than any proceeds from the cash exercise of theseWarrants to purchase shares by these stockholders.of our Common Stock.

Our common stock is listed onNo underwriter or other person has been engaged to facilitate the Nasdaq National Market undersale of the symbol “TBIO.”Securities in this offering.  The Selling Stockholders may be deemed underwriters of the Securities that they are offering.  We will bear all costs, expenses and fees in connection with the registration of the Securities.  The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Securities.

The selling stockholders are offering the common stock as described under “Plan of Distribution.”You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus carefully before you invest.

Investing in our common stockCommon Stock involves a high degree of risk. You should review carefully consider the informationrisks and uncertainties described under the heading “Risk Factors” beginning on page 5 ofcontained in this Prospectus before buying shares of our common stock.prospectus, any applicable prospectus supplement and in any applicable free writing prospectuses, and under similar headings in the documents that are incorporated by reference into this prospectus.

Our Common Stock is currently listed on the NASDAQ Capital Market under the symbol “TBIO”. On November 13, 2014, the last reported sales price for our Common Stock was $2.6867 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                   , 20042014.

TABLE OF CONTENTS

Forward-Looking Statements

This prospectus contains or incorporates by reference certain forward-looking statements. Many of these forward-looking statements refer to our plans, objectives, expectations and intentions, as well as our future financial results and are subject to risk and uncertainty. You can identify these forward-looking statements by words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “believes,” “seeks,” “estimates” and similar expressions. Because these forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results to differ materially from those expressed or implied by these forward-looking statements, including those discussed under “Risk Factors” in this Prospectus or described in reports that we file from time to time with the Securities and Exchange Commission, such as our Forms 10-K and 10-Q.ABOUT THIS PROSPECTUS

You should rely only on the information contained inwe have provided or incorporated by reference into this Prospectus.prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized any other personanyone to provide you with information different information. If anyone provides you with differentfrom that contained in this prospectus, any applicable prospectus supplement or inconsistentany related free writing prospectus. No dealer, salesperson or other person is authorized to give any information you shouldor to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You must not rely on it. Theany unauthorized information or representation. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this Prospectusprospectus, any applicable prospectus supplement or any related free writing prospectus is currentaccurate only as of its date. Our business, financial condition, resultsthe date on the front of operationsthe document and prospects maythat any information we have changed since that date.incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.

This Prospectus referencesThe Selling Stockholders are offering the following registered trademarks whichCommon Stock only in jurisdictions where such issuances are the propertypermitted. The distribution of Transgenomic: DNASEP^® Columns, WAVE^® System, WAVEMAKER^® Software, TRANSFORMING THE WORLD^® for Laboratory Equipment, TRANSGENOMIC^®this prospectus and the Globe Logo^®; MutationDiscovery.com^® Website, OLIGOSEP^®issuance of the Common Stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the Common Stock and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the Common Stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for Systemssuch person to make such an offer or solicitation.

This prospectus is part of a registration statement that we filed with the Securities and Reagents, OPTIMASE^® Polymerase, RNASEP^® Columns, WAVE OPTIMIZED^® reagents,Exchange Commission, or the SEC, under which the Selling Stockholders may offer from time to time up to an aggregate of 1,105,394 shares of our Common Stock in one or more offerings. If required, each time a Selling Stockholder offers Common Stock, in addition to this prospectus, we will provide you with a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement and WAVE^® MD Systems. Additionally, this Prospectus referencesany related free writing prospectus to add, update or change any of the following trademarks which are the property of Transgenomic: MitoScreen^™ Kits, ProtocolWriter^™ Software, Navigator^™ Software, THE POWER OF DISCOVERY^™ for Lab Reagents and Educational Programs, and Surveyor^™ Nuclease. All other trademarks or trade names referred toinformation contained in this Prospectus areprospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectus and the property of their respective owners.

ABOUT THIS PROSPECTUSdocuments incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement.  Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under “Important Information Incorporated by Reference”.

SUMMARY

This Prospectussummary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that you need to consider before buyingin making your investment decision. You should carefully read the entire prospectus, any applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our common stock. Additional important information isCommon Stock discussed under the heading “Risk Factors” contained in any applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this Prospectus, including more detailed financial statements and the notes thereto. See “Incorporation of Certain Documents By Reference.” As a result, information presented in this Prospectus is qualified in its entirety by this additional information. We urge you toprospectus. You should also carefully read this entire Prospectus, along with the additional information that is incorporated by reference into this Prospectus, before investing inprospectus, including our common stock. In particular, you should carefully considerfinancial statements, and the information discussed under “Risk Factors”. Allexhibits to the registration statement of which this prospectus is a part. Unless otherwise mentioned or unless the context requires otherwise, all references to “we,” “us” or the “Company” in this Prospectusprospectus to “Transgenomic”, “the Company”, “we”, “us”, “our” or similar references mean Transgenomic, Inc. together with its consolidated subsidiary.

TRANSGENOMIC, INC.

Our Business

We provide innovative products and services for the synthesis, purification and analysis of nucleic acids. Our operations fall into two principal business units, BioSystems and Nucleic Acids. Our BioSystems products include our WAVE^® automated instrument systems, WAVE associated consumable products and other related consumable products. Our Nucleic Acids products include chemical building blocks for nucleic acid synthesis and synthesized nucleic acids. Both business units have service offerings as well, including genetic variation discovery and analysis services, novel chemistry development services and custom synthesis of nucleic acids. Our business strategy is to align our products and services with the advancements in the field of genetics and to become a major supplier of products and services to researchers, medical institutions, diagnostic and pharmaceutical companies. Specifically, our strategy is to:

Our technologies center around three core competencies: separation chemistries, enzymology, and nucleic acid chemistries. We employ novel chemistries for separating nucleic acids, proteins, peptides, amino acids and carbohydrates. Our most significant separation technology is currently embodied in the WAVE System. The WAVE System is a versatile instrument that can be used for variation detection, size-based double-strand DNA separation and analysis, single-strand DNA separation and analysis and DNA purification. The WAVE System requires the use of various consumable products that we manufacture and sell separately.

Our second core competency is expertise in developing novel enzymes. Enzymes are proteins that act as catalysts for biochemical reactions. Several of these reactions are useful in genomics. The ability to develop enzymes useful in the experimental manipulation of genes provides powerful tools for producing genetic material in the form needed for further analysis or incorporation into diagnostics and therapeutics. These products can also expand the sale of consumable products to WAVE System users and may also be sold for other applications. Our SURVEYOR^® product line of mutation detection kits allow for the cleaving of DNA at points where DNA sequence variations exists. The resulting DNA fragments can then be analyzed by our WAVE System, fluorescent capillary electrophoresis or standard gel electrophoresis. SURVEYOR Kits provide a simple and robust method of scanning relatively large DNA fragments for both known and novel sequence variations.

Our third core competency is nucleic acid chemistries. Our synthetic nucleic acid products consist of chemical building blocks of nucleic acids (known as “phosphoramidites”), fluorescent markers and dyes, associated reagents, and synthesized segments of nucleic acids (known as “oligonucleotides” and “oligomimetics”). These products are used by research organizations, diagnostic companies and pharmaceutical companies. We produce these products in our Glasgow, Scotland facility and our Cgmp facility in Boulder, Colorado. The Boulder, Colorado facility is able to further process phosphoramidite products into synthesized oligonucleotides in larger quantities. This facility will also provide process development, enhancement and unique chemistry development services. Finally, our nucleic acid chemistry capabilities also include the ability to produce related specialty chemicals, such as molecular tags, dyes, quenchers, linkers, and solvents used to modify nucleic acids for subsequent detection or manipulation.

The Company’s operations are managed based upon the nature of the products and services provided. Accordingly, the Company operates in two reportable segments, BioSystems and Nucleic Acids. Operations for these segments are evaluated based upon specific identification of revenues and expenses associated with the business activities resulting in a segment operating income.

Business Strategy

Our business strategy is to align our product and service offerings with the evolution of genetic advancements and to become a major supplier of products and services to researchers, medical institutions, diagnostic and pharmaceutical companies. Genetic advancements have developed and continue to develop over time. The movement in the field of genomics, and related market opportunities, has shifted from gene discovery to the analysis of variations in gene sequences. Researchers are beginning to link variations in the gene sequences to disorders and diseases. This knowledge may lead to the creation of diagnostic tests and the development of therapeutic treatments and drugs for these disorders and diseases.

Our Nucleic Acids segment has historically operated at a loss and produced negative cash flow. While we believe the long-term prospects for this business segment are favorable, the projected levels of near-term revenues from this segment are not expected to generate either positive cash flows or a profit from operations. After considering, amongst other factors, the historical financial results of this division and the near-term outlook for the nucleic acids industry, our Board of Directors directed management to explore strategic alternatives for this operating segment, including the possible sale of one or both of the facilities in Glasgow, Scotland and Boulder, Colorado. The process of exploring and evaluating alternatives for our Nucleic Acids segment is ongoing and no transaction has been agreed to as of the date hereof. However, it is possible that we may not continue to pursue the Nucleic Acid segment of our business as a result of this process.

Sales and Marketing

We currently sell our products to customers in over 30 countries. We use a direct sales and support staff for sales in the U.S., U.K. and most countries in Western Europe. For the rest of the world, we sell our products through dealers and distributors located in those local markets. As of August 31, 2003, we had over 25 dealers and distributors. We also maintain regionally-based technical support staffs and applications scientists to support our sales and marketing activities throughout the U.S. and Europe.

Customers

Customers include numerous leading academic and medical institutions in the U.S. and abroad. In addition, our customers also include a number of large, established U.S. and foreign pharmaceutical, biotech and commercial companies. During the first six months of 2004, sales to Geron Corporation represented 10.2% of total consolidated revenue and 41.8% of total revenue within our Nucleic Acids business unit. No other customers currently account for more than 10% of total consolidated or segment revenue.

Research and Development

We maintain an active program of research and development and expect to continue to incur significant expense for these activities going forward. Our research and development activities include the improvement of the DNA separation media used in our WAVE System, the refinement of the hardware and software components of the WAVE System, the creation of unique enzymes and WAVE-Optimized^® enzymes, and the improvement of chemical and biochemical reaction techniques for synthetic nucleic acids. Through the first six months of 2004, our research and development expenditures were approximately $3.6 million. This represents a substantial reduction from the levels of expenditures in recent years. Our research and development expenses were $9.3 million, $12.2 million and $9.4 million in 2003, 2002 and 2001, respectively. We expect that we will further curtail our research and development activities until we are able to increase our revenues and otherwise improve our liquidity and working capital positions.

Manufacturing

We manufacture bioconsumable products including our separation columns, liquid reagents, enzymes and nucleic acid products. The major components of our WAVE systems are manufactured for us by a third party. We integrate our own hardware and software with these third party manufactured components. Our manufacturing facilities for our WAVE systems and bioconsumables are located in Omaha, Nebraska, San Jose, California, and Cramlington, England. Our Synthetic Nucleic Acid products are manufactured in Glasgow, Scotland and Boulder, Colorado.

Intellectual Property

To establish and protect our proprietary technologies and products, we rely on a combination of patent, copyright, trademark and trade-secret laws, as well as confidentiality provisions in our contracts. We have successfully prosecuted or licensed in numerous patents protecting our core technologies, and as a result we presently own rights to more than 80 issued patents and over 70 pending applications in both the U.S. and abroad. Our DNA separation technologies and methods embodied in our BioSystems business unit products are protected by patents and licensed technologies. These patents, including licensed technologies, have remaining lives of

between 9 to 18 years. Intellectual property related to our Nucleic Acid business unit is mainly inlicensed. We expect to continue to file patent applications and seek new licenses as we develop new products and technologies.

Recent Developments

Liquidity. Despite our efforts to reduce costs and to obtain additional debt and equity financing, our liquidity and working capital position has deteriorated. As of August 31, 2004, we had approximately $665,000 in cash and cash equivalents. The deterioration in our liquidity and working capital position is largely due to the operating losses that we continue to incur, particularly in our Nucleic Acids operating segment, and to increased accounts receivable (largely from international sales), inventory, and to a lesser extent, purchases of property and equipment. In particular, our Boulder, Colorado facility continues to generate significant negative cash flows from operations in the range of $200,000 to $300,000 per month.

We have funded operating losses and other uses of liquidity primarily through increased borrowings under two loan arrangements entered into with Laurus Master Fund, Ltd. (“Laurus”). In December 2003, we obtained a three-year $7.5 million line of credit facility from Laurus. Funds available under the line are determined by a borrowing base equal to 90% of eligible accounts receivable balances plus up to $1.0 million related to inventory balances. However, Laurus has waived this borrowing limitation through March 19, 2005 in order to make the entire $7.5 million available to us. This line of credit is secured by most of our assets. Borrowings under this loan carry an interest rate of 2.0% over the prime rate, subject to a minimum of 6.0% per annum. Payment of interest and principal can, under certain circumstances, be made with shares of the Company’s common stock. Conversion of this debt to common stock may be made at the election of Laurus or the Company. We may elect to convert borrowings into stock only if our shares trade at a price exceeding $1.10 per share for ten consecutive trading days and such conversion is further subject to trading volume limitations and a limitation on the total beneficial ownership by Laurus of our common stock. In order to obtain an extension of the borrowing base waiver and certain other concessions, we amended the line of credit facility in August 2004 to reduce the fixed conversion price from $2.20 per share to $1.00 per share. As of September 10, 2004, we had $1.1 million available under this facility.

In February 2004, we entered into a separate $2.75 million convertible term note with Laurus. Portions of the proceeds from this transaction were mainly used to retire the mortgage debt on our facility in Glasgow, Scotland. The remaining proceeds of approximately $750,000 were used to further the build-out of the Glasgow facility, complete the consolidation of operations into the new facility and to provide funds for operations. The term note carries an interest rate of 2.0% over the prime rate, subject to a minimum of 6.0% per annum, and has a term of 3 years. The principal and interest on the term note may also be converted into our common stock. In order to obtain certain concessions, we amended the term note in August 2004 to reduce the fixed conversion price from $2.61 per share to $1.00 per share.

In connection with the line of credit facility and term note, we issued warrants to Laurus to acquire 1,075,000 shares of our common stock at exercise prices ranging from $1.25 to $3.11 per share.

In order to meet our cash needs for the remainder of 2004, it is essential that we significantly reduce operating losses, particularly in our Nucleic Acids operating segment, either through increased revenues or further expense reductions. We have taken steps to further reduce our operating expenses, including reductions in workforce, furloughs, scaled back operations, consolidation and other cost containment measures, and we expect to continue to implement measures to reduce our need for operating cash. However, implementation of some of these measures, such as workforce reduction, could actually result in an increased demand for cash in the short-term. In addition, certain costs such as facility leases may not be renegotiated or terminated. Excess property and equipment resulting from future facility consolidation could be liquidated at prices that may or may not approximate book value. We could also delay capital expenditures to the extent possible to conserve cash.

We also continue to explore strategic alternatives with respect to our Nucleic Acids business segment. This operating segment primarily consists of two facilities, our oligonucleotides facility in Boulder, Colorado and our phosphoramidites manufacturing facility in Glasgow, Scotland. Potential strategic alternatives for our Nucleic Acids business include the sale of one or both of these facilities.Transgenomic, Inc.

We are also working to improvea global biotechnology company advancing personalized medicine in the collectiondetection and treatment of accounts receivables. As of August 31, 2004, wecancer and inherited diseases through our proprietary molecular technologies and clinical and research services. We have over $8.3 million invested in accounts receivable. However, our collection cycle, particularly in Europe, is relatively long and has lengthened due to

uncertainty in funding for capital spending among our customer base. In addition to focusing on accelerating collections, we may decide to factor or sell receivables not used as collateral under our loan facilities with Laurus. While this may generate additional cash, the receivables would have to be sold at significant discounts. We are also exploring liquidating raw materials or works in process inventories in our Nucleic Acids segment. As of August 31, 2004, we had over $5.8 million invested in these inventories. Although these inventories generally have a long shelf life, they may require reworking from time to time. Alternatively, we may choose to liquidate some of these inventories at a significant discount to market or book value.two complementary business segments:

The effect of the execution of any of these items on our financial position, operations and cash flows has not been quantified but could be significant. Additionally, there is no assurance any of these steps will allow us to meet our cash needs or that we will be able to obtain additional debt or equity financing to meet future cash needs. If we are not able to meet our needs for working capital, we may not be able to execute parts or all

For a complete description of our business, planfinancial condition, results of operations and may needother important information, we refer you to discontinue operationsour filings with the Securities and Exchange Commission, or the SEC, that are incorporated by reference in one or both ofthis prospectus, including our business segments.

Impairment of Nucleic Acid Segment Assets. Based upon information obtained throughAnnual Report on Form 10-K for the process of evaluating strategic alternatives for our Nucleic Acids segment, we determined that it was more likely than not that the valueyear ended December 31, 2013. For instructions on how to find copies of these assets associated with this business were impaired. We engaged an external valuation firm to conduct an interim period impairment test which resulted in us recording a non-cash charge of $11,964,387 related to these assets during the three months ended June 30, 2004. The charge consisted of $9,864,387 related to the impairment of goodwill and $2,100,000 related to the impairment of property and equipment.

Changes in Senior Managementdocuments, see “Where You Can Find More Information”. Michael A. Summers became our Chief Financial Officer effective August 17, 2004. Michael Summers replaced Mitchell Murphy who was acting as interim Chief Financial Officer since the departure of Michael Draper in March, 2004. Mr. Summers’ previous experience includes ten years in public accounting and five years at publicly traded companies. Mr. Murphy remains as Vice President, Secretary and Treasurer.

In addition, John Allbery, resigned as Executive Vice President of Operations in August, 2004 to pursue other business opportunities. Mr. Allbery had primary responsibility for oversight of the Company’s Nucleic Acids business segment. Collin D’Silva, our Chief Executive Officer, has assumed these responsibilities.

New Litigation. In August, 2004, we were notified that we were the defendant in a lawsuit brought by a prospective distributor of our products located in Spain. The plaintiff claims that we breached a promise to award a distributorship to him for a specific geographic area and is seeking monetary relief of approximately $500,000. We believe we have viable defenses to the plaintiff’s claims and intend to defend this lawsuit vigorously.

General Information

We were incorporated in Delaware on March 6, 1997. Our principal office is located at 12325 Emmet Street, Omaha, Nebraska 68164 (telephone: 402-452-5400). We maintain manufacturing facilities in Omaha, Nebraska, Boulder, Colorado, San Jose, California, Glasgow, Scotland and Cramlington, England. We maintain research and development offices in Gaithersburg, Maryland, Boulder, Colorado, Piscataway, New Jersey and Omaha, Nebraska.

our telephone number is 402-452-5400. Our internetwebsite address iswww.transgenomic.com. We make our annual reportInformation on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports available free of charge through our website, as soon as reasonably practicable after we file these documents with the Securities and Exchange Commission. The information contained inor that can be accessed through our website, is not incorporated by reference into this prospectus and does not constitute part of this Prospectus and you should not rely on it in deciding whether to invest in our common stock.

RISK FACTORSprospectus.

An investmentRISK FACTORS

Investing in shares of our common stockCommon Stock involves a numberhigh degree of risks.risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in any applicable prospectus supplement and in our most recent Annual Report on Form 10-K, or any updates in our Quarterly Reports on Form 10-Q, together with all of the risks describedother information appearing in this Prospectus and the documents that areor incorporated by reference into this Prospectus. The risks discussed in this Prospectus could materially adversely affect ourprospectus and any applicable prospectus supplement, before deciding whether to purchase any of the Common Stock being offered. Our business, financial condition andor results of operations and cause thecould be materially adversely affected by any of these risks. The trading price of our common stockshares of Common Stock could decline due to decline significantly. If this occurs,any of these risks, and you may lose all or part of your investment.

We may not have adequate financial resources to execute our business plan and may be need to terminate some operations.DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Despite our effortsThis prospectus and the documents incorporated by reference into this prospectus may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about the Company and its subsidiaries. These forward-looking statements are intended to reduce costs and to obtain additional debt and equity financing, our liquidity and working capital position has deteriorated. Asbe covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of August 31, 2004, we had approximately $665,000 in cash and cash equivalents. The deterioration in our liquidity and working capital position is largely due to the operating losses that we continue to incur, particularly in our Nucleic Acids operating segment, and to increased accounts receivable (largely from international sales), inventory, and to a lesser extent, purchases of property and equipment. We expect to continue to need substantial amounts of cash to fund our operations and capital expenditures and our existing cash balances, cash generated by operations, and our remaining borrowing capacity under our existing line of credit may be insufficient to satisfy our liquidity requirements. In order to meet our cash needs for the remainder of 2004, it is essential that we significantly reduce operating losses, particularly in our Nucleic Acids operating segment, either through increased revenues or further expense reductions. We also need to accelerate the collection of accounts receivables and eliminate or delay capital expenditures. There is no assurance any of these steps will allow us to meet our cash needs. In addition, there is no assurance that we will be able to obtain additional debt or equity financing to meet future cash needs. If we1995. Forward-looking statements are not able to meet our needs for working capital, we may notstatements of historical fact, and can be able to execute partsidentified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “projects”, “plans”, “goal”, “targets”, “potential”, “estimates”, “pro forma”, “seeks”, “intends” or all“anticipates” or the negative thereof or comparable terminology. Forward-looking statements include discussions of our business planstrategy, financial projections, guidance and may need to discontinue operations in oneestimates (including their underlying assumptions), statements regarding plans, objectives, expectations or bothconsequences of our business segments.

We have a history of operating lossesvarious transactions, and expect to incur losses in the future.

We have experienced losses from operations since inception of our operations. Our operating losses for each of the last three fiscal years were $22.6 million, $21.7 million and $9.7 million, in 2003, 2002 and 2001, respectively, and for the first six months of 2004 were $18.0 million. These losses have been due principally to the high levels of research and development expenses and sales and marketing expenses that we have incurred in order to develop and market our products, restructuring charges and impairment charges. In addition, markets for our products have developed more slowly than expected in many cases and may continue to do so. As a result, we expect to incur operating losses instatements about the future and we may never be profitable.

We may issue a substantial amount of our stock in conversion of our debt and exercise of options and warrants and this could reduce the market price for our stock.

As of August 30, 2004, we had outstanding approximately 29.1 million shares of common stock. We also had obligations to issue approximately 6.6 million million shares of common stock under outstanding stock options and warrants. Additionally, we may issue shares of common stock upon conversion of all or part of our line of credit and convertible tern note with Laurus. Currently, Laurus may acquire 5,750,000 shares of our common stock upon conversion of this debt. The issuance of such additional shares of common stock may be dilutive to our current shareholders and could negatively impact the market price of our common stock.

Markets for ourperformance, operations, products and services may develop slowly.of the Company and its subsidiaries. We caution our stockholders and other readers not to place undue reliance on such statements.

ThereYou should read this prospectus and the documents incorporated by reference completely and with the understanding that our actual future results may be materially different from what we currently expect. Our business and operations are manyand will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. Such risks, uncertainties and other factors that affectcould cause actual results and experience to differ from those projected include, but are not limited to, the market demand for our products and services that we cannot control. This is especially truerisk factors set forth in Part I - Item 1A, “Risk Factors”, in our Nucleic Acid segment whereAnnual Report on Form 10-K for the demandyear ended December 31, 2013, as filed with the SEC on March 27, 2014, and elsewhere in the documents incorporated by reference into this prospectus.

You should assume that the information appearing in this prospectus, any accompanying prospectus supplement, any related free writing prospectus and any document incorporated herein by reference is accurate as of its date only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made. New factors emerge from time to time, and it is not possible for our products depends to a large degree on the success that our customers and potential customers have in developing useful pharmaceutical products based on genetic intervention. A central strategy for our Nucleic Acid segment is to sell synthetic nucleic acid products to biopharmaceutical and pharmaceutical companies that are seeking to develop commercially viable genomic-based diagnostic and therapeutic products. We have invested a significant amount of capital into acquiring and developing manufacturing facilities and other assets to allow us to pursue this market. However, this is a new field of commercial development, and many of these biopharmaceutical and pharmaceutical companies are in the early stages of their efforts to develop genomic-based diagnostics and therapeutics and have encountered difficulties in these efforts. As a result, the demand for our synthetic nucleic acid products is difficult to forecast and may develop slowly or sporadically.predict which factors will arise. In addition, we cannot assure you that these companies will not internally developassess the chemistries and manufacturing capabilitiesimpact of each factor on our business or the extent to producewhich any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All written or oral forward-looking statements attributable to us or any person acting on our behalf made after the products they could buy from us. Demand for our WAVE System is similarly affecteddate of this prospectus are expressly qualified in their entirety by the needsrisk factors and budgetary resources of research institutions, universities, hospitalscautionary statements contained in and others who use the WAVE System for genetic-variation research. The WAVE System represents a significant expenditureincorporated by these types of customers and often requires a long sales cycle. If revenues from the sales of our products and services continue at current levels,reference into this prospectus. Unless legally required, we may need to take steps to further reduce operating expenses or raise additional

working capital. We cannot assure you that sales will increase or that we will be able to reduce operating expenses or raise additional working capital.

A single customer accounts for a significant portion of the sales in our Nucleic Acids business segment.

During the first six months of 2004, approximately 42% of the total revenues generated by our Nucleic Acids segment represented sales to a single customer, Geron Corporation. We do not have a long-term sales agreement with Geron Corporation and, accordingly,undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the amountdate of nucleic acid products we sell to it is subject to change. Revenues from our Nucleic Acids business would be substantially reduced if Geron Corporation’s need for our products declined or if it decided to obtain these products from other suppliers.

Customer clinical trials may be delayed or discontinued.

A significant percentage of our Nucleic Acid business unit revenues are generated by sales to customers involved in drug development. Our products are generally used by these customers in the manufacture of drugs candidates in varying stages clinical trials. If these clinical trials are delayed or cancelled or are otherwise not successful, this could have a significant impact on revenues generated by our Nucleic Acid business unit.

The sale of our products and business operations in international markets subjects us to additional risks.

During the last three fiscal years, our international sales have been approximately 50-65% of our net sales. As a result, a major portion of our revenues and expenses are subject to risks associated with international sales and operations. These risks include:

Our WAVE System includes hardware components and instrumentation manufactured by a single supplier and if we are no longer able to obtain these components and instrumentation our ability to manufacture our products could be impaired.

We currently rely on a single supplier, Hitachi High Technologies America, to provide the basic instrument used in our WAVE Systems. While other suppliers of instrumentation and computer hardware are available, we believe that our arrangement with Hitachi offers strategic advantages. Hitachi is replacing its current instrument line with a new instrument line. While we presently plan to convert our technology and application to this new instrument line, such conversion may not be successful and, therefore, we may incur additional costs for the custom manufacturing of the current instrument line. If we were required to seek alternative sources of supply, it could be time consuming or expensive or require significant and costly modification of our WAVE System. Also, if we were unable to obtain instruments from Hitachi in sufficient quantities or in a timely manner, our ability to manufacture our products could be impaired, which could limit our future revenues.

We may not have adequate personnel to execute our business plan.

In order to reduce our operating costs, we have significantly reduced our number of employees, including reductions in our research and development staff and our sales and marketing personnel. In addition, we may lose other key management, scientific, technical, sales and manufacturing personnel from time to time. It may be very difficult to replace personnel if they are needed in the future, and the loss of key personnel could harm our business and operating results. We cannot assure you that our employee reductions will not impair our ability to continue to develop new products and refine existing products in order to remain competitive. In addition, these reductions could prevent us from successfully marketing our products and developing our customer base.

Our markets are very competitive.

We compete with many other companies in both our Biosystems segment and Nucleic Acids segment. Competitors for our Biosystems segment include several companies, such as Varian, Waters, Agilent, Applied Biosystems, Beckman Coulter, Amersham Biosciences and Invitrogen. These companies provide various products and services that compete either directly with our WAVE system, bioconsumables and services, or indirectly through alternative technologies and/or methods. Competitors for our Nucleic Acid segment vary depending on the product. In the standard chemical building blocks market, we compete with Applied Biosystems, Proligo Degussa and Pierce Nucleic Acid Technologies. The competitors for our pharmaceutical-grade oligonucleotide synthesis products and services include primarily Proligo Degussa, Dow Chemical and Avecia. Many of these competing companies have greater resources than we do or may enjoy other competitive advantages. This may allow them to more effectively market their products to our customers or potential customers, to develop products that make our products obsoleteprospectus or to produce and sell products

less expensively than us. As a result of these competitive factors, demand for and pricing of our products and services could be negatively affected.

The price for our common stock is volatile and may drop further.

The trading price for our stock has fluctuated significantly over recent years. The volatility in the price of our stock is attributable to a number of factors, not all of which relate to our operating results and financial position. Nevertheless, continued volatility in the market price for our stock should be expected and we cannot assure you that the price of our stock will increase in the future. Fluctuations or further declines in the price of our stock may affect our ability to sell shares of our stock and to raise capital through future equity financing.

If we are unable to maintain our Nasdaq listing, your ability to trade shares of our common stock could suffer.

In order for our common stock to remain listed on the Nasdaq Stock Market, we must meet the minimum listing requirements for continued listing, including, among other requirements, minimum bid price and market value of public float requirements. If we fail to continue to meet the minimum listing requirements, we may be delisted from the Nasdaq. If our common stock is delisted from the Nasdaq, transactions in our common stock would likely be conducted only in the over-the counter market, or potentially on regional exchanges, which could negatively impact on the trading volume and price of our common stock, and investors may find it more difficult to purchase or dispose of, or to obtain accurate quotations as to the market value of, our common stock. In addition, if our common stock were not listed on the Nasdaq and the trading price of our common stock fell below $1.00 per share, trading in our common stock would also be subject to the requirements of certain rules which require additional disclosures by broker-dealers in connection with any trades involving a stock defined as a “penny stock.” In such event, the additional burdens imposed on broker-dealers to effect transactions in our common stock could further limit the market liquidity of our common stock and the ability of investors to trade our common stock.

Our patents may not protect us from others using our technology that could harm our business and competitive position.

Patent law relating to the scope of claims in the technology fields in which we operate is still evolving. The degree of future protection for our proprietary rights is uncertain. Furthermore, we cannot be certain that others will not independently develop similar or alternative products or technology, duplicate any of our products, or, if patents are issued to us, design around the patented products developed by us. Our patents or licenses could be challenged by litigation and, if the outcome of such litigation were adverse to us, our competitors could be free to use our technology. We may not be able to obtain additional patents for our technology, or if we are able to do so, patents may not provide us with substantial protection or be commercially beneficial. In addition, we could incur substantial costs in litigation if we are required to defend ourselves in patent suits brought by third parties or if we initiate such suits.

We cannot be certain that other measures taken to protect our intellectual property will be effective.

We rely upon trade secret protection, copyright and trademark laws, non-disclosure agreements and other contractual provisions for some of our confidential and proprietary information that is not subject matter for which patent protection is being sought. Such measures, however, may not provide adequate protection for our trade secrets or other proprietary information. If they do not protect our rights, third parties could use our technology and our ability to compete in the market would be reduced.

We are dependent upon our licensed technologies and may need to obtain additional licenses in the future to offer our products and remain competitive.

We have licensed key components of our technologies from third parties. If these agreements were to terminate prematurely due to our breach of the terms of these licenses or we otherwise fail to maintain our rights to such technology, we may lose the right to manufacture or sell a substantial portion of our products. In addition, we may need to obtain licenses to additional technologies in the future in order to keep our products competitive. If we fail to license or otherwise acquire necessary technologies, we may not be able to develop new products that we need to remain competitive.

The patent underlying our nonexclusive license to manufacture standard nucleic acid building blocks will expire in the first quarter of 2005. The expiration of this patent could result in additional manufacturers entering the market for these products. Some of these manufacturers may have lower cost structures or other competitive advantages which may reduce our market share and/or our operating margins related to these products.

The protection of intellectual property in foreign countries is uncertain.

A significant percentage of our sales are to customers located outside the U.S. The patent and other intellectual property laws of some foreign countries may not protect our intellectual property rights to the same extent as U.S. laws. We may need to bring proceedings to defend our patent rights or to determine the validity of our competitors’ foreign patents. These proceedings could result in substantial cost and diversion of our efforts. Finally, some of our patent protection in the U.S. is not available to us in foreign countries due to the laws of those countries.

Our products could infringe on the intellectual property rights of others.

There are a significant number of U.S. and foreign patents and patent applications submitted for technologies in, or related to, our area of business. As a result, any application or exploitation of our technology could infringe patents or proprietary rights of others and any licenses that we might need as a result of such infringement might not be available to us on commercially reasonable terms, if at all. This may lead others to assert patent infringement or other intellectual property claims against us.

Our failure to comply with any applicable government regulations or otherwise respond to claims relating to improper handling, storage or disposal of hazardous chemicals that we use may adversely affect our results of operations.

Our research and development and manufacturing activities involve the controlled use of hazardous materials and chemicals. We are subject to federal, state and local laws and regulations governing the use, storage, handling and disposal of hazardous materials and waste products. If we fail to comply with applicable laws or regulations, we could be required to pay penalties or be held liable for any damages that result and this liability could exceed our financial resources. We cannot assure you that accidental contamination or injury will not occur. Any such accident could damage our research and manufacturing facilities and operations, resulting in delays and increased costs.

USE OF PROCEEDS

We will not receive anyno proceeds from the sale of the Securities by the Selling Stockholders. We may, however, receive cash proceeds equal to the total exercise price of any Warrants to the extent that the Warrants are exercised for cash. The exercise price of the Warrants held by the Selling Stockholders is $4.00 per share of our Common Stock. The exercise price and the number of shares of commonCommon Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances, including stock offeredsplits, dividends, distributions or reclassifications, and mergers, consolidations, statutory share exchanges or other similar transactions. However, these Warrants contain a “cashless exercise” feature that allows the holders, under certain circumstances, to exercise the Warrants without making a cash payment to us. There can be no assurance that any of these Warrants will be exercised by the Selling Stockholders at all or that these Warrants will be exercised for cash rather than pursuant to the “cashless exercise” feature. To the extent we receive proceeds from the cash exercise of the Warrants, we intend to use such proceeds to provide capital support or for general corporate purposes, which may include, without limitation, supporting asset growth and engaging in acquisitions or other business combinations. We do not have any specific plans for acquisitions or other business combinations at this time. Our management will retain broad discretion in the allocation of the net proceeds from the exercise of the Warrants.

The Selling Stockholders will pay any underwriting discounts and commissions and any similar expenses they incur in disposing of the Securities. We will bear all other costs, fees and expenses incurred in effecting the registration of the Securities covered by this Prospectus. However, we received initial loan proceedsprospectus. These may include, without limitation, all registration and filing fees, printing fees and fees and expenses of $2.75 million on a 3 year term note which may be converted into 2,750,000our counsel and accountants.

SELLING STOCKHOLDERS

We have prepared this prospectus to allow the Selling Stockholders or their successors, assignees or other permitted transferees to sell or otherwise dispose of, from time to time, up to 1,105,394 shares of our Common Stock. The 1,105,394 shares include the following: (i) 730,776 shares that may be offered hereby. Additionally, we have approximately $6.4 million outstanding onof our line credit of which $3.0 million relates to a Secured Convertible Minimum Borrowing Note which may be converted into 3,000,000 of the shares that may be offered hereby. Another 909,091 shares were issued by us upon conversion of a previous $2.0 million Secured Convertible Minimum Borrowing NoteCommon Stock issued pursuant to our line of credit, and these shares may also be sold hereunder. We previously received net proceeds of approximately $4.2 million pursuant to athe Securities Purchase Agreement entered into with certain selling stockholders who may sell up to 4,500,000dated October 22, 2014; and (ii) 374,618 shares hereunder. Finally, we will receive approximately $2.4 millionof Common Stock issuable upon the exercise of warrants for the remaining 1,136,484Warrants issued pursuant to the Securities Purchase Agreement dated October 22, 2014. These Securities were issued in reliance on the exemption from securities registration in Section 4(2) under the Securities Act of 1933, as amended, or the Securities Act, and Rule 506 promulgated thereunder. The Warrants will not become exercisable until April 22, 2015, and therefore, the 374,618 shares that mayof Common Stock issuable upon exercise of the Warrants will not be offered hereby. The loan proceeds,for sale by the proceeds fromSelling Stockholders pursuant until the sale of sharesWarrants are exercisable and exercised by the proceeds we receive from any exercise of these warrants have been, or will be, used by us primarily for working capital purposes.

SELLING STOCKHOLDERSholder thereof.

The shares of Common Stock to be offered by this Prospectusthe Selling Stockholders are “restricted” securities under applicable federal and state securities laws and are being registered under the Securities Act to give the Selling Stockholders the opportunity to sell these shares publicly.  The registration of these shares does not require that any of the shares be offered or sold by the Selling Stockholders.  Subject to these resale restrictions, the Selling Stockholders may be sold from time to time byoffer and sell all or a portion of their shares indicated below in privately negotiated transactions or on the selling stockholders named in the following table. The number of shares these selling stockholders are offering under this Prospectus willNASDAQ Capital Market or any other market on which our Common Stock may subsequently be adjusted to reflect any additional shares of common stock which may become issuable to the selling stockholders by reason of any stock dividend, stock split or other similar transaction effected without the receipt of consideration and which results in an increase in the number of our outstanding shares of common stock or which otherwise increases the number of shares issuable upon conversion of the loan proceeds or upon the exercise of the warrants under which such shares may by issued.listed.

The following table also sets forth the total number of shares of our common stock beneficially owned by each of the selling stockholders and the percentage of our total outstanding shares of common stock that each selling stockholder beneficially owns. Percentage ownership is based on the shares of our common stock outstanding as of the date of this Prospectus plus the shares that may be issued to certain of the selling stockholders and which may be sold under this Prospectus. The estimate of shares owned after this offering assumes that all shares offered by the Prospectus are sold. These estimates may prove to be inaccurate because the selling stockholders may offer all or some of their shares and because there currently are no agreements, arrangements or understandings with respect to the sale of any of the shares.

		Shares Beneficially Owned Prior to the Offering							Shares Beneficially Owned After the Offering
Name		Number		Percentage			Shares to be Sold		Number		Percentage
Laurus Master Fund, Ltd.(1)		1,526,813		4.99	%		7,809,375		0		*
TN Capital Equities, Ltd.(2)		61,484		*			61,484		0		*
Mazama Capital Management, Inc.(3)
Advisors Fund for Employees Benefit Trust		14,100		*			14,100		0		*
The Collins Foundation		1,650		*			1,650		0		*
Daughters of Charity Fund—P		42,400		*			42,400		0		*
East Bay Municipal Utility District		20,200		*			20,200		0		*
Hendrix College		4,600		*			4,600		0		*
Horace Mann Small Cap Growth Fund		15,300		*			15,300		0		*
Intermountain Health Care		36,800		*			36,800		0		*
Kansas City Firefighters Retirement System		15,000		*			15,000		0		*
Los Angeles County Employee Retirement Association		264,213		*			264,213		0		*
Marin County Employee Retirement System		35,700		*			35,700		0		*
Mass Mutual Small Company Growth Fund		72,000		*			72,000		0		*
Northwest Airlines—DB		92,000		*			92,000		0		*
Northwest Airlines—DC		105,300		*			105,300		0		*
City of New York Police Pension Fund		76,600		*			76,600		0		*
Operf		26,184		*			26,184		0		*
Portland General Electric		13,600		*			13,600		0		*
Les Schwab Tires		13,300		*			13,300		0		*
SEI Institutional Investments Trust		144,900		*			144,900		0		*
SEI Institutional Managed Trust		246,400		*			246,400		0		*
University of Miami Growth Plan		39,000		*			39,000		0		*
Retirement Plan for University of Miami		22,300		*			22,300		0		*
Undiscovered Managers Small Cap Growth Fund		167,700		*			167,700		0		*
Utah Retirement Systems		144,200		*			144,200		0		*
Horizon Rudder & Co.		53,500		*			53,500		0		*
Subtotal—Mazama Capital Management, Inc.		1,666,947		5.73	%		1,666,947		0		*
Kopp Emerging Growth Fund(4)		2,800,000		9.63	%		2,050,000		750,000		1.84	%
Frank Colen		12,500		*			12,500		0		*
Edward Newman		0		*			0		0		*
James Irvine		0		*			0		0		*
		6,067,744		19.79	%		11,600,306		750,000		1.84	%

*	less than 1%

(1)

Laurus Master Funds, Ltd. has contractually agreed to beneficial ownership limitations that restrict the conversion or exercise of securities held by Laurus to 4.99% of outstanding shares. However, they may elect to waive the 4.99% limitation with 75 days notice or upon default under the Convertible Term Note or the Senior Secured Convertible Minimum Borrowing Note. Shares to be sold consist of 3,265,625 shares issuable upon conversion of a $2.75 million Convertible Term Note, 3,468,750 shares issuable upon the conversion of a $3.0 million Secured Convertible Minimum Borrowing Note and 1,075,000 shares issuable upon the exercise of warrants.

(2)

All shares to be sold and beneficially owned represent shares issuable upon the exercise of warrants. TN Capital Equities, Ltd. (“TerraNova”) served as broker for the agreements entered into between the Company and Laurus. Warrants were issued to TerraNova as partial compensation for their services as broker.

(3)	Mazama Capital Management, Inc. exercises sole dispositive power over the shares held by selling shareholders listed under it in the table and, therefore, is considered a beneficial owner of these shares.

(4)

Kopp Investment Advisors, LLC acts as the advisor to Kopp Emerging Growth Fund. Voting and dispositive power over the shares held by Kopp Emerging Growth Fund are exercised by a portfolio management committee of Kopp Investment Advisors, LLC presently consisting of LeRoy Kopp, Sally Anderson and Steven Crowley.

Each selling stockholder acquired, or will acquire, the shares to be sold by such selling stockholder in the ordinary course of business and, at the time of acquisition of such shares, no selling stockholder had any agreement or understanding, directly or indirectly, to distribute such shares.

PLAN OF DISTRIBUTION

The selling stockholders or their donees or pledgees may sell their shares of our common stock from time to time. The selling stockholders will act independently of us in making decisions regarding the timing, manner and size of each sale. The sales may be made on the Nasdaq National Market, in the over-the-counter market or otherwise, at prices and terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The last reported sale price of our common stock on September 13, 2004 was $1.16 per share. The selling stockholders may effect such transactions by selling the shares to or through broker-dealers. Theregistered shares may be sold directly or through brokers or dealers, or in a distribution by one or more of,underwriters on a firm commitment or a combination of, the following:

best effort basis.  To the extent required, this Prospectus may be amendedthe names of any agent or supplemented from time to time to describe a specific plan of distribution. In effecting sales, broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in the resales. The selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the sharesbroker-dealer and applicable commissions or otherwise. In these transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with selling stockholders. The selling stockholders also may sell shares short and redeliver the shares to close out such short positions. The selling stockholders may enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such shares under this prospectus. The selling stockholders also may lend or pledge their shares to a broker-dealer. The broker-dealer may sell the shares so lent, or upon a default the broker-dealer may sell the pledged shares under this Prospectus.

Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from selling stockholders. Broker-dealers or agents may also receive compensation from the purchasers of the shares for which they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. Broker-dealers or agents and any other participatingrequired information with respect to any particular offering will be set forth in a prospectus supplement.  See “Plan of Distribution”. The Selling Stockholders and any agents or broker-dealers orthat participate with the selling stockholdersSelling Stockholders in the distribution of registered shares may be deemed to be “underwriters” within the meaning of Section 2(11)the Securities Act, and any commissions received by them and any profit on the resale of the registered shares may be deemed to be underwriting commissions or discounts under the Securities Act.

No estimate can be given as to the amount or percentage of Common Stock that will be held by the Selling Stockholders after any sales made pursuant to this prospectus because the Selling Stockholders are not required to sell any of the Securities being registered under this prospectus.  The following table assumes that the Selling Stockholders will sell all of the Securities listed in this prospectus.

No Selling Stockholder has had any material relationship with us or any of our affiliates within the past three years other than as a security holder.

We have prepared this table based on written representations and information furnished to us by or on behalf of the Selling Stockholders. Since the date on which the Selling Stockholders provided this information, the Selling Stockholders may have sold, transferred or otherwise disposed of all or a portion of the shares of Common Stock in a transaction exempt from the registration requirements of the Securities Act. Unless otherwise indicated in the footnotes below, we believe that: (1) none of the Selling Stockholders are broker-dealers or affiliates of broker-dealers, (2) no Selling Stockholder has direct or indirect agreements or understandings with any person to distribute their Securities, and (3) the Selling Stockholders have sole voting and investment power with respect to all Securities beneficially owned, subject to applicable community property laws. To the extent any Selling Stockholder identified below is, or is affiliated with, a broker-dealer, it could be deemed to be, under SEC Staff interpretations, an “underwriter” within the meaning of the Securities Act. Information about the Selling Stockholders may change over time. Any changed information will be set forth in supplements to this prospectus, if required.

The following table sets forth information with respect to the beneficial ownership of our Common Stock held, as of November 13, 2014, by the Selling Stockholders and the number of Securities being offered hereby and information with respect to shares to be beneficially owned by the Selling Stockholders after completion of this offering.  The percentages in the following table reflect the shares beneficially owned by the Selling Stockholders as a percentage of the total number of shares of Common Stock outstanding as of November 13, 2014.  As of such date, 8,084,471 shares of Common Stock were outstanding.

Indemnification

Under the Securities Purchase Agreement, we have agreed to indemnify the Selling Stockholders and each underwriter of the Securities against certain losses, claims, damages, liabilities, settlement costs and expenses, including liabilities under the Securities Act.   

PLAN OF DISTRIBUTION

The Selling Stockholders and any of their pledges, assignees, donees selling shares received from such Selling Stockholders as a gift, and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares:

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, (the “Securities Act”)as amended, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with sales of the shares. Accordingly,such sales. In such event, any such commission, discount or concessioncommissions received by themsuch broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting discountscommissions or commissionsdiscounts under the Securities Act. Because

We are required to pay all fees and expenses incident to the registration of the shares, including certain fees and disbursements of counsel to the Selling Stockholders; provided, however, that a selling stockholdersstockholder will pay all underwriting discounts and selling commissions, if any. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. We may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act,indemnified by the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this Prospectus which qualify for sale under Rule 144 promulgatedagainst civil liabilities, including liabilities under the Securities Act, that may be sold under Rule 144 rather than under this Prospectus. The selling stockholders have advisedarise from any written information furnished to us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling stockholders.stockholder specifically for use in this prospectus, in accordance with the Securities Purchase Agreement, or we may be entitled to contribution.

The sharesTo the extent required, we will be sold only throughamend or supplement this prospectus to disclose material arrangements regarding the plan of distribution.

To comply with the securities laws of certain jurisdictions, registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain statesmay need to offer or sell the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Underoffered by this prospectus. The applicable rules and regulations under the Securities Exchange Act of 1934, (the “Exchange Act”),as amended, may limit any person engaged in thea distribution of the shares may not simultaneouslyof common stock covered by this prospectus in its ability to engage in market making activities with respect to our common stocksuch shares. A selling stockholder, for a period of two business days prior to the commencement of such distribution. In addition, each selling stockholderexample, will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under it, including, without limitation, Regulation M of the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of any shares of our common stock by that selling stockholder. Regulation M may also restrict the selling stockholders. ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will make copiesmay suspend the use of this Prospectusprospectus at any time for up to 60 days if certain material non-public information regarding Transgenomic, Inc. exists.

DESCRIPTION OF CAPITAL STOCK

General Matters

Under our Third Amended and Restated Certificate of Incorporation, as amended from time to time, or the Certificate of Incorporation, we are authorized to issue up to 150,000,000 shares of Common Stock, from time to time, as provided in a resolution or resolutions adopted by the Board of Directors.

Common Stock

As of November 13, 2014, 8,084,471 shares of Common Stock were issued and outstanding, held by approximately 82 stockholders of record, not including beneficial holders whose shares are held in names other than their own.

Dividends, Voting Rights and Liquidation

Holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders and do not have cumulative voting rights. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available for dividend payments. All outstanding shares of Common Stock are fully paid and non-assessable. The holders of Common Stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the selling stockholdersCommon Stock. In the event of any liquidation, dissolution or winding-up of our affairs, holders of Common Stock will be entitled to share ratably in our assets that are remaining after payment or provision for payment of all of our debts and have informed themobligations. The rights, preferences and privileges of Common Stock are subject to, and may be adversely affected by, the rights of the needholders of shares of any series of preferred stock currently outstanding or which we may designate and issue in the future.

Preferred Stock

General Matters

Under the Certificate of Incorporation, we have the authority to deliver copiesissue up to 15,000,000 shares of preferred stock, $0.01 par value per share, or the Preferred Stock, issuable in specified series and having specified voting, dividend, conversion, liquidation and other rights and preferences as our Board of Directors may determine, subject to limitations set forth in the Certificate of Incorporation. The Preferred Stock may be issued for any lawful corporate purpose without further action by our stockholders. The issuance of any Preferred Stock having conversion rights might have the effect of diluting the interests of our other stockholders. In addition, shares of Preferred Stock could be issued with rights, privileges and preferences which would deter a tender or exchange offer or discourage the acquisition of control of the Company.

Of the number of shares of Preferred Stock authorized by our Certificate of Incorporation, as of November 13, 2014 (i) 3,879,307 shares had been designated Series A Convertible Preferred Stock with such rights, privileges and preferences as set forth in the Certificate of Amendment of Certificate of Designation of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on March 5, 2014, or the Series A Certificate of Designation, and (ii) 1,443,297 shares had been designated Series B Convertible Preferred Stock with such rights, privileges and preferences as set forth in the Certificate of Designation of Series B Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on March 5, 2014, or the Series B Certificate of Designation. As of November 13, 2014, 2,586,205 shares of the Series A Convertible Preferred Stock, or the Series A Preferred, were issued and outstanding and 1,443,297 shares of the Series B Convertible Preferred Stock, or the Series B Preferred, were issued and outstanding. The Series A Preferred and the Series B Preferred are sometimes referred to in this Prospectusprospectus, together, as the Preferred Shares.

Dividends, Voting Rights and Liquidation

Each of the Series A Certificate of Designation and the Series B Certificate of Designation provides that the holders of Preferred Shares shall be entitled, as a separate voting group, at each annual or special election of directors, to purchaserselect two directors of the Company.

Certain rights of the holders of the Series B Preferred are senior to the rights of the holders of Series A Preferred and to the rights of the holders of our Common Stock. The Series B Preferred has a liquidation preference equal to its original price per share, plus any accrued and unpaid dividends thereon. The Series B Preferred accrues cumulative dividends at the rate of 6.0% of the original price per share per annum. Additionally, the Series B Certificate of Designation also contains an optional redemption provision whereby the holders of a majority of the then issued and outstanding Series B Preferred, voting together as a separate class, may, after March 5, 2019, the fifth anniversary of the closing of the private placement in which the shares of Series B Preferred were issued, require the Company to redeem all of the then issued and outstanding shares of Series B Preferred at the initial price per share of the Series B Preferred, as adjusted for any stock dividends, combinations or splits, plus all accrued but unpaid dividends.

Certain rights of the holders of the Series A Preferred are senior to the rights of the holders of our Common Stock. Subject to the liquidation preference of the Series B Preferred, the Series A Preferred has a liquidation preference equal to its original price per share, plus any accrued and unpaid dividends thereon. After the payment of dividends to the holders of Series B Preferred, the Series A Preferred accrues cumulative dividends at the rate of 10.0% of the original price per share per annum.

All outstanding shares of Series B Preferred will be automatically converted into Common Stock, at an initial conversion rate of 1:1, and all outstanding shares of Series A Preferred will be automatically converted into Common Stock, at an initial conversion rate of 4:1, at the election of the holders of a majority of the then-outstanding Preferred Shares, voting together as a single class on an as-converted to Common Stock basis. The initial conversion rate for each of the Series A Preferred and the Series B Preferred is subject to adjustment in the event of certain stock splits, stock dividends, mergers, reorganizations and reclassifications. After giving effect to the one-for-twelve reverse split of the Common Stock effected in January 2014, the conversion rate for the Series A Preferred was adjusted to 1:3.

Generally, the holders of the Preferred Shares are entitled to vote together as a single group with the holders of Common Stock on an as-converted to Common Stock basis. However, each of the Series A Certificate of Designation and the Series B Certificate ofDesignation provides that we will not perform the following activities, subject to certain exceptions, without the affirmative vote of the holders of at least two-thirds of the outstanding Preferred Shares, voting together as a single class on an as-converted to Common Stock basis:

Anti-Takeover EffectsUnder Section 203 of the General Corporation Law of the State of Delaware

We are subject to Section 203 of the General Corporation Law of the State of Delaware, or the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

In general, Section 203 defines “business combination” to include the following:

In general, Section 203 defines an “interested stockholder” as an entity or a person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of any saledetermination of interested stockholder status did own, 15% or more of the shares.outstanding voting stock of the corporation.

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We will filehave not opted out of these provisions. As a supplement to this Prospectus, if required, to comply with Rule 424(b) underresult, mergers or other takeover or change in control attempts of us may be discouraged or prevented.

Anti-Takeover Effects Under Certain Provisions of our Certificate of Incorporation and Bylaws

Our Certificate of Incorporation and our Amended and Restated Bylaws, or the Securities Act upon being notifiedBylaws, include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of the management of the Company.

First, our Certificate of Incorporation provides that all stockholder actions must be effected at a duly called meeting of holders and not by a selling stockholderconsent in writing.

Second, our Bylaws provide that any material arrangements have been entered into withspecial meetings of the holders may be called only by the chairman of the Board of Directors, the Chief Executive Officer or our Board of Directors pursuant to a broker-dealer for the sale of shares

through a block trade, special offering, exchange distribution or secondary distribution or a purchaseresolution adopted by a broker or dealer. Such supplement will disclose:majority of the total number of authorized directors.

Warrants

In addition upon being notified by a selling stockholder that a donee or pledgee intends to sell more than 500 shares, we will file a supplement to this Prospectus.

We will bear all costs, expenses and fees in connection with the registration of the shares. We agreed to indemnify and hold the selling stockholders harmless against certain liabilities under the Securities Act that could arise in connection with the sale by the selling stockholders of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to the sales of the shares. The selling stockholders may agreeWarrants to indemnify any broker-dealer or agent that participates in transactions involving salespurchase 374,618 of the shares againstof Common Stock we are registering hereunder, as of November 13, 2014, warrants to purchase 2,376,059 shares of Common Stock with a weighted-average exercise price of $9.24 per share were outstanding, and warrants to purchase 1,293,102 shares of Series A Preferred with an average exercise price of $2.32 per share were outstanding. Except for the Warrants to purchase 374,618 shares of Common Stock that we are registering hereunder, all of the outstanding warrants are currently exercisable, and all outstanding warrants contain provisions for the adjustment of the exercise price in the event of stock dividends, stock splits, reorganizations, reclassifications or mergers. In addition, certain liabilities, including liabilities arisingof the warrants contain a “cashless exercise” feature that allows the holders thereof to exercise the warrants without a cash payment to us under the Securities Act.certain circumstances.

Listing

EXPERTSOur commonstock is listed on the NASDAQ Capital Market under the symbol “TBIO”.

TransferAgent and Registrar

The transfer agent and registrar for our common stock is Wells Fargo Shareowner Services. Its address is 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120 and its telephone number is 1-855-217-6361.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, the validity of the Common Stock offered by this prospectus, and any supplement thereto, will be passed upon for us by Paul Hastings LLP, Palo Alto, California.

EXPERTS

The consolidated financial statements of Transgenomic, Inc. included in Transgenomic, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2013 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report incorporated herein by reference. Such financial statements are incorporated herein in reliance upon the report of Ernst & Young LLP pertaining to such financial statements given on the authority of such firm as experts in accounting and auditing.

The audited consolidated financial statements of Transgenomic, Inc. and subsidiary as of December 31, 20032012 and 2002 and for each of the three years in the period ended December 31, 2003 incorporated2011 included in this Prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 20032013 incorporated by reference in this prospectus have been audited by Deloitte & ToucheMcGladrey LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to our receipt of a waiver of the borrowing base limit on our existing line of credit and a convertible note agreement in the first quarter of 2004 and our change in method of accounting for goodwill and other intangible assets in connection with the adoption of Statement of Financial Accounting Standards No. 142,Goodwill and Other Intangible Assets,in 2002),dated March 14, 2013, which is incorporated herein by reference herein, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

LEGAL OPINIONS

The validity of the common stock offered by this Prospectus has been passed upon for us by Kutak Rock LLP, Omaha, Nebraska.

WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and specialcurrent reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the Common Stock being offered under this prospectus. This prospectus does not contain all of the information set forth in the registration statement and Exchange Commission (the “SEC”).the exhibits to the registration statement. For further information with respect to us and the shares of Common Stock being offered under this prospectus, we refer you to the registration statement and the exhibits filed as a part of the registration statement. You may read and copy the materials we fileregistration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at 450 Fifth100 F Street, N.W.N.E., Washington, D.C. 20549, as well as at the SEC’s regional office at Citicorp Center, 500 West Madison Street, Room 1400, Chicago, Illinois 60661-2511.20549. Please call the CommissionSEC at 1-800-SEC-0330 for furthermore information onabout the operation of the Public Reference Rooms. OurRoom. The SEC filings are also available to the public from the SEC’s World Wide Webmaintains an Internet site on the Internet at http://www.sec.gov. This sitethat contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.SEC, including Transgenomic, Inc.  The SEC’s Internet site can be found at http://www.sec.gov.

We maintain a site on the World Wide Web at www.transgenomic.com. The information contained in our website is not part of this Prospectus and you should not rely on it in deciding whether to invest in our common stock.DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

We have filed numerous Registration Statements on Form S-3 (Registration Nos. 333-108319, Registration Nos. 333-111442, Registration Nos. 333-114661Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and Registration Nos. 333-            ),persons controlling us pursuant to the provisions described in Item 15 of the registration statement of which this Prospectusprospectus is a part coveringor otherwise, we have been advised that in the securities offered hereby. As allowedopinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by SEC rules, this Prospectus does not contain allour directors, officers, or controlling persons in the information set forthsuccessful defense of any action, suit, or proceeding) is asserted by our directors, officers, or controlling persons in these Registration Statementsconnection with the common stock being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and

will be governed by the exhibits, financial statements and schedules thereto. We refer you to these Registration Statements,final adjudication of the exhibits, financial statements and schedules thereto for further information. This Prospectus is qualified in its entirety by such other information.issue.

INCORPORATION OF CERTAIN DOCUMENTS

IMPORTANT INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information into this Prospectus,prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The documents incorporated by usreference into this prospectus contain important information that you should read about us.

The following documents are incorporated by reference into this prospectus:

We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”). The information incorporated by reference is deemed to be part of this Prospectus, except for any information superseded by information in this Prospectus. We have filed our annual report on Form 10-K for the year ended December 31, 2003, our quarterly reports on Form 10-Q for the quarters ended March 31 and June 30, 2004, our definitive proxy statement relating to our 2004 annual shareholders meeting, and current reports on Form 8-K dated January 16, January 21, March 1, March 22, March 29, March 31, April 28, May 12, 2004, August 13, August 25 and September 7, 2004 and these documents are incorporated herein by reference.

Any documents we file pursuant to SectionSections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this Prospectusprospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities to whichCommon Stock made by this Prospectus relatesprospectus and will automatically bebecome a part of this prospectus from the respective dates that such documents are filed with the SEC. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this Prospectus and to be part hereof from the date of filing those documents. Any statement contained in this Prospectus or in a document incorporated by referenceherein shall be deemed to be modified or superseded for all purposes hereof or of the related prospectus supplement to the extent that a statement contained in this Prospectusherein or in any other subsequently filed document which is also incorporated by referenceor deemed to be incorporated herein modifies or supersedes thatsuch statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Documents incorporated by reference are available from us, without charge. You may obtain copies of all documents which are incorporated in this Prospectus by reference (other than the exhibits to those documents which are not specifically incorporated by reference herein) without chargein this prospectus by requesting them in writing or calling Mr. Mitchell L. Murphy,by telephone at the following address:

Transgenomic, Inc.,

Attn: Investor Relations

12325 Emmet Street

Omaha, NE 68164 telephone number

Phone: (402) 452-5400.

Fax: (402) 452-5461

11,600,306 SharesE-mail: investorrelations@transgenomic.com

TRANSGENOMIC, INC.

1,105,394 SHARES OF COMMON STOCK

PROSPECTUS

__________ __, 2014

Neither we nor the Selling Stockholders have authorized any dealer, salesperson or other person to give any information or to make any representations not contained in this prospectus or any prospectus supplement. You must not rely on any unauthorized information. This prospectus is not an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is current as of the date of this prospectus. You should not assume that this prospectus is accurate as of any other date.

PART II

TRANSGENOMIC, INC.

COMMON STOCK

PROSPECTUS

            , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.Distribution

The following table showssets forth all expenses payable by the estimated expensesRegistrant in connection with the issuance and distributionsale of the common stock being registered:registered. The security holders will not bear any portion of such expenses. All the amounts shown are estimates except for the registration fee.

Item 15. Indemnification of Directors and Officers.Officers

Section 145 of the Delaware General Corporation Law of the State of Delaware, or the DGCL, authorizes a court to award, or a corporation to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.1933, as amended.

As permitted by the Delaware General Corporation Law,DGCL, the Registrant’s FirstThird Amended and Restated Certificate of Incorporation, as amended from time to time, or the Certificate of Incorporation, eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability (1)(i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (2)(ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3)(iii) under Section 174 of the Delaware General Corporation LawDGCL (regarding unlawful dividends and stock purchases), or (4)(iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation LawDGCL is amended to authorize further elimination or limiting of directors’ personal liability, then the First Amended and Restated Certificate of Incorporation provides that the personal liability of directors will be eliminated or limited to the fullest extent provided under the Delaware General Corporation Law.DGCL.

As permitted by the Delaware General Corporation Law,DGCL, the Registrant’s First Amended and Restated Certificate of Incorporation and itsthe Registrant’s Amended and Restated Bylaws provide that (1)(i) the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law,DGCL, subject to certain very limited exceptions, (2)(ii) the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law, (3)DGCL, (iii) the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law,DGCL, subject to certain conditions, and (4)(iv) the rights conferred by the First Amended and Restated Certificate of Incorporation and the Registrant’s Amended and Restated Bylaws are not exclusive.

The Delaware General Corporation LawDGCL authorizes a corporation to indemnify its directors and officers provided that the corporation shall not eliminate or limit the liability of a director as follows:

The Delaware General Corporation LawDGCL requires a corporation to indemnify a director or officer to the extent that the director or officer has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding for which indemnification is lawful.

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The Registrant maintains a director and officer insurance policy which insures the directors and officers of the Registrant against damages, judgments, settlements and costs incurred by reason of certain wrongful acts committed by such persons in their capacities as directors and officers.

Item 16. Exhibits.Exhibits

Item 17. Undertakings.Undertakings

We undertake:The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) toTo include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) toTo reflect in the prospectus any facts or events arising after the effective date of thisthe registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in thisthe registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in thisthe effective registration statement;statement.

(iii) toTo include any material information with respect to the plan of distribution not previously disclosed in thisthe registration statement or any material change to such information in thisthe registration statementstatement;

provided,Provided, however, that the undertakings set forth in paragraphs that:

Paragraphs (1)(i), (1)(ii) and (ii) above(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrantregistrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in thisthe registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.   Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’sregistrant’s annual report pursuant to sectionSection 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in thisthe registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(5)(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrantregistrant pursuant to the foregoing provisions, or otherwise, the Registrantregistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrantregistrant of expenses incurred or paid by a director, officer or controlling person of the Registrantregistrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrantregistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 13^th day of September, 2004.November 17, 2014.

EachPOWER OF ATTORNEY

Know All Persons By These Presents, that each person whose signature appears below hereby authorizes Collin J. D’Silva asconstitutes and appoints Paul Kinnon and Leon Richards, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his or her behalf, individuallyany and in each capacity stated below, any amendment, includingall amendments (including post-effective amendmentsamendments) to this Registration Statement, and to file the same, with all exhibits thereto, and allother documents in connection therewith, with the Securities and Exchange Commission.Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

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EXHIBIT

INDEX TO EXHIBITS