Item 3.02 Unregistered Sales of Equity Securities.

On February 15, 2013, Tengion, Inc. (the "Company") issued 482,804 shares (the "Shares") of restricted common stock, $0.001 par value per share (the "Common Stock"), to holders (the "Investors") of the senior secured notes (the "Notes") issued in connection with the Company's private placement completed on October 2, 2012 (the "October 2012 Financing"). On February 14, 2013, the Company and the investors entered into amendments to the terms of the October 2012 Financing which gave the Company the option to pay interest payments on the Notes with restricted Common Stock. The Company issued the Shares to satisfy $560,051.13 in interest obligations due on February 15, 2013 to the Investors under the Notes. The Shares account for 15.5% of the Company's issued and outstanding Common Stock as of February 15, 2012. The Shares were issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and the regulations promulgated thereunder. All of the Investors are either accredited investors (as defined in the Securities Act) or are located outside of the United States and no public solicitation was involved in connection with the issuance of the Shares.

References herein to the October 2012 Financing documents and their terms are qualified in their entirety by the form of such documents as filed as exhibits to reports on Form 8-K filed by the Company on October 4, 2012, January 7, 2013, February 4, 2013 and February 14, 2013, which documents and exhibits are incorporated herein by reference.

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