On September 12, 2012, Sequenom, Inc. (the "Company") announced the pricing of $110.0 million aggregate principal amount of its 5.00% Convertible Senior Notes due 2017 (the "Convertible Notes") that were to be issued in a private offering to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. On September 13, 2012, Jefferies & Company, Inc. and J.P. Morgan Securities LLC (collectively, the "Initial Purchasers") exercised in full their over-allotment option to purchase an additional $20.0 million aggregate principal amount of Convertible Notes. The offering closed on September 17, 2012. The aggregate net proceeds to the Company from the offering were approximately $124.6 million, after deducting the Initial Purchasers' discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to fund the commercialization of the MaterniT21 PLUS laboratory-developed test, as well as for other general corporate purposes, which may include research and development expenses, capital expenditures, working capital and general administrative expenses.

On September 17, 2012, the Company entered into an indenture (the "Indenture") with Wells Fargo Bank, National Association, as trustee, relating to the Convertible Notes.

The Convertible Notes are the Company's senior, unsecured obligations and rank equal in right of payment with the Company's existing and future senior, unsecured indebtedness, and will be senior in right of payment to any future indebtedness that is expressly subordinated to the Convertible Notes. The Convertible Notes will be effectively subordinated to the Company's existing and future secured indebtedness to the extent of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities and commitments of the Company's subsidiaries, including trade payables and any guarantees that they may provide with respect to any of the Company's existing or future indebtedness.

The Convertible Notes bear interest at a fixed rate of 5.00% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning April 1, 2013. Interest on the Convertible Notes accrues from September 17, 2012. The Convertible Notes will mature on October 1, 2017, unless earlier converted, redeemed or repurchased.

The Convertible Notes are convertible at any time prior to the third trading day immediately preceding the maturity date, at the option of the holders, into shares of the Company's common stock (the "Common Stock"). The conversion rate is initially 216.0644 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $4.63 per share of Common Stock), and will be subject to adjustment upon the occurrence of certain events. In addition, the Company will, in certain circumstances, increase the conversion rate for holders who convert their Convertible Notes in connection with a make-whole fundamental change (as defined in the Indenture).

The Company may not redeem the Convertible Notes prior to October 1, 2015. On and after October 1, 2015, the Company may redeem for cash all, but not less than all, of the Convertible Notes if the last reported sale price of the Common Stock equals or exceeds 140% of the applicable conversion price for at least 20 trading days during the 30 consecutive trading day period ending on the trading day immediately prior to the date on which the Company delivers the notice of the redemption. The redemption price will equal 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, if the Company calls the Convertible Notes for redemption, a make-whole fundamental change will be deemed to occur. As a result, the Company will, in certain circumstances, increase the conversion rate for holders who convert their Convertible Notes after the Company delivers a notice of redemption and on or prior to the close of business on the third business day immediately preceding the relevant redemption date.

Upon a fundamental change (as defined in the Indenture), subject to certain exceptions, the holders may require that the Company repurchases some or all of their Convertible Notes for cash at a repurchase price equal to 100% of the principal amount of the Convertible Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The events of default, which may result in the acceleration of the maturity of the Convertible Notes, include, among other things:

• the Company's failure to pay any interest on the Convertible Notes when due and such failure continues for a period of 30 days past the applicable due date;

• the Company's failure to give a fundamental change notice, or a notice of a make-whole fundamental change, in each case when due and such failure continues for a period of 5 days;

• the Company's failure to comply with the Company's obligation to convert the Convertible Notes in accordance with the Indenture upon exercise of any . . .

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On September 17, 2012, the Company issued a press release titled "Sequenom Announces Exercise in Full of Over-Allotment Option and Completion of Offering of $130 Million of 5.00% Convertible Senior Notes" (the "Closing Press Release") announcing exercise in full of the Initial Purchasers' over-allotment option and the completion of the Convertible Note offering. A copy of the Closing Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(d) Exhibits.

4.1 Indenture dated as of September 17, 2012 by and between Sequenom, Inc. and Wells Fargo Bank, National Association, as trustee.

4.2 Form of 5.00% Convertible Senior Notes due 2017 (included in Exhibit 4.1).

99.1    Press Release, dated September 17, 2012, titled "Sequenom Announces
        Exercise in Full of Over-Allotment Option and Completion of Offering of
        $130 Million of 5.00% Convertible Senior Notes."

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are subject to a number of risks and uncertainties, including statements relating to the Convertible Note offering and the Company's intended use of net proceeds from the offering. Actual results may differ materially from those set forth in this Current Report on Form 8-K. These and other risks and uncertainties are detailed in the risk factors included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2012 and other filings. Except as required by law, the Company undertakes no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available.