Free Reply Brief - District Court of Delaware - Delaware

Case 1:06-cv-00633-GMS

Document 88

Filed 09/26/2007

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Transmeta Corporation - Prospectus Filed Pursuant to Rule 424 Case 1:06-cv-00633-GMS Document 88-2 Filed 09/26/2007

Table of Contents
Filed Pursuant to Rule 424(b

)(5)

PROSPECTUS SUPPLEMENT

Registration No. 333- 144476

(To Prospectus Dated July 20, 2007)

000;000 Shares
Warrants to purchase 1

000, 000 Shares

Transmeta
CORPORATION

Common Stock
We are offering up to 2 000 000 shares of our common stock and warrants to purchase up to 000 000 shares of our common stock in "units. " Purchasers will receive warrants to purchase 5 shares of common stock at an exercise price of $9. 00 per share for each share of common stock they purchase in this offering. Units will not be issued or certificated. The shares of common stock and the warrants are immediately separable and will be issued separately.

was $7.55 per share.
September 20 , 2007 ,

Our common stock is listed on the NASDAQ Global Market under the symbol " TMTA. " On the last reported sale price of our common stock on the NASDAQ Global Market

We have retained A. G. Edwards & Sons , Inc. as our exclusive placement agent to use its best efforts to solicit offers to purchase our securities in this offering. See " Plan of Distribution " beginning on page S- 21 of this prospectus supplement for more information regarding these arrangements.
page S- 5

Investing in our securities involves a high degree of risk. See " Risk Factors " beginning on ofthis prospectus supplement.

Per Unit Total
Public offering price Placement agent's fees Proceeds , before expenses , to Transmeta Corporation

$ 0. 384 $ 768 000 $ 6. 016 $12 032 000

6.400 $12 800 000

The placement agent is not purchasing or selling any securities pursuant to this prospectus supplement or the accompanying prospectus , nor are we requiring any minimum purchase or sale of any specific number of securities. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual public offering amount , placement agent' s fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above. We expect that delivery of the securities being offered pursuant to this prospectus supplement will be made to purchasers on or about September 26 2007.

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

G. Edwards
The date of this prospectus supplement is September 20 , 2007.