UNITED ~~STATES SECURITIES AND EXCHANGE COMMISSION~~ ~~Washington, D.C. 20549~~ STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

Pursuant ~~Date~~ to ofSection 13 ~~Report~~or 15(~~Date of earliest event reported~~d)~~: October 24, 2005~~

of ~~LARGE~~ the ~~SCALE~~Securities ~~BIOLOGY~~Exchange ~~CORPORATION~~Act ~~(Exact name~~ of ~~Registrant~~1934 ~~as specified in its charter)~~

Delaware	000-31275	77-0154648
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3333 Vaca Valley Parkway, Vacaville, California 95688
(Address of principal executive offices and zip code)
(707) 446-5501
(Registrant’s telephone number, including area code)

Date of Report (Date of earliest event reported): May 30, 2006

LARGE SCALE BIOLOGY CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware		000-31275		77-0154648
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3333 Vaca Valley Parkway, Vacaville, California 95688

(Address of principal executive offices and zip code)

(707) 446-5501

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting ~~Item~~ material ~~1.01~~pursuant ~~Entry~~to ~~into~~Rule a14a-12 ~~Material~~under ~~Definitive~~the ~~Agreement~~Exchange Act (17 CFR 240.14a-12)

o Pre-commencement On communications ~~October~~pursuant ~~24,~~to ~~2005,~~Rule ~~the Large Scale Biology Corporation~~ 14d-2(~~the “Company”~~b) ~~received $500,000 of funding~~ under ~~a $1,500,000 short-term secured loan agreement (~~the ~~“Loan”)~~Exchange ~~with Agility Capital, LLC~~ Act (~~“Agility”)~~17 CFR 240. ~~In addition, the Company issued to Agility a ten~~14d-~~year warrant~~ 2(~~the “Warrant”~~b),) ~~entitling Agility to purchase up to 750,000 shares of the Company’s common stock.~~

o Pre-commencement ~~The~~ communications ~~Loan~~pursuant ~~and the Warrant were sold~~ to ~~Agility,~~Rule ~~an “accredited investor”~~ 13e-4(asc) ~~such term is defined in the rules promulgated~~ under the ~~Securities~~Exchange Act ~~of 1933, as amended~~ (~~the “Act”~~17 CFR 240.13e-4(c)), ~~for a purchase price initially of $500,000, up to $1,500,000 contingent upon certain events.~~

ITEM 8.01—OTHER ~~The following describes certain of the material terms of the transaction with Agility~~ EVENTS. The description below is not a complete description of the material terms of the transaction and is qualified in its entirety by reference to the agreements entered into in connection with the transaction, copies of which are included as exhibits to this Current Report on Form 8-K:

Large ~~Loan~~ Scale ~~Amount. The~~Biology ~~Company~~Corporation, ~~may~~and ~~request~~certain upof toits ~~four (4) advances. The initial advance of $500~~subsidiaries,~~000~~ ~~was~~including ~~received~~Large Scale onBioprocessing Inc. ~~October~~and ~~24,~~Predictive ~~2005~~Diagnostics Inc. ~~The~~, ~~second~~are ~~advance of up~~ required to ~~$150,000~~file ismonthly ~~available~~operating ~~after~~reports ~~Agility~~with ~~inspects~~the ~~and~~Office ~~approves~~ of the ~~Company’s~~United ~~Owensboro,~~States ~~Kentucky~~Trustee for ~~facility. The~~the ~~third~~Eastern ~~advance~~District of upCalifornia ~~to $350,000 is available upon~~ (the ~~opening~~“US ofTrustee”) ~~escrow~~pursuant ~~for~~to the ~~sale~~US Trustee’s ~~(including~~Operating ~~sale~~Guidelines and ~~lease~~Financial ~~back)~~Reporting ofRequirements ~~certain~~for Chapter 11 ~~assets~~cases. ofIn ~~the~~connection ~~Company~~therewith, orattached ~~upon~~hereto ~~signing~~as Exhibit 99.1, aare ~~term sheet for an agreement covering~~ the ~~licensing~~monthly ofoperating ~~certain~~reports ofthat the Company’s ~~technology.~~and ~~The~~the Subsidiaries ~~fourth~~filed ~~advance~~with ofthe upCourt tofor ~~$500,000 is available upon certain events involving~~ the ~~sale~~period ofended ~~certain~~April ~~assets~~30, 2006.

~~Loan~~Documents filed ~~Maturity~~with ~~Date. Absent earlier prepayment by~~ the ~~Company,~~Court ~~all~~in ~~amounts~~connection ~~outstanding~~with ~~are~~the ~~due~~Agreement ~~and~~(other ~~payable~~than ondocuments filed ~~December~~under ~~31,~~seal ~~2005. The~~or ~~maturity~~otherwise ~~date~~subject ~~shall be extended~~ to ~~March~~confidentiality ~~31,~~protections) ~~2006~~may be accessed ifby angoing ~~escrow~~to ~~has been opened for~~ the ~~sale~~webpage ofestablished ~~certain~~by ~~assets of~~ the ~~Company~~Corporation’s bankruptcy counsel, www.ffwplaw.com, and clicking ~~Agility~~on ~~has approved~~ the ~~terms~~“Cases” ~~of such sale~~link, ~~provided~~and ~~that~~then ~~mandatory~~clicking ~~principal~~on ~~reduction~~the ~~payments~~“Large ofScale atBiology Corporation” ~~least~~case ~~$100,000~~link. orThe ~~15%~~information ofset ~~the~~forth ~~outstanding obligations are made~~ on ~~each~~the offoregoing ~~January~~website 1,shall not ~~February~~be 1deemed ~~and~~to ~~March~~be 1,a ~~with~~part ~~the~~of ~~remaining~~or ~~outstanding~~incorporated ~~balance~~by ~~being~~reference ~~due~~into ~~and payable on March 31, 2006~~this Form 8-K.

ITEM ~~Payment of Interest and Interest Rate~~ 9.01—FINANCIAL ~~Interest~~STATEMENTS onAND ~~the Loan is payable monthly on the first day of each month during the term of the Loan, commencing November 1, 2005~~EXHIBITS. ~~Interest will accrue on the unpaid principal and other monthly obligations on the loan at a rate equal to Twelve Percent (12.0%) per annum.~~

~~Security~~(d) ~~for Loan~~Exhibits. The Loan is secured by all of the Company’s personal property, including: all accounts, cash, patents, copyrights, trademarks, goodwill, general intangibles, chattel paper, documents, letters of credit, instruments, deposit accounts, investment property, inventory, fixtures and equipment. If an event of default occurs under the Loan, Agility has the right to accelerate all payments under the Loan, and, in addition to any other remedies available to Agility, to foreclose upon the assets securing the Loan. In addition, upon the occurrence of an uncured event of default, the Company would incur certain monetary fees to Agility and the number of shares issuable under the Warrant would increase for so long as any amount remains outstanding under the Loan. Agility is entitled to an exit fee of at least $450,000 upon certain triggering events including an uncured event of default.

~~Warrant Terms~~99.1 ~~The~~Large ~~Warrant~~Scale ~~gives~~Biology ~~Agility the right to purchase shares of the Company’s common stock numbering 500~~Corporation,~~000~~ onLarge ~~October~~Scale ~~24,~~Bioprocessing ~~2005,~~Inc. ~~50,000 additional shares on the date of the second advance, 75,000 additional shares on the date of the third advance,~~ and ~~125,000~~Predictive ~~additional~~Diagnostics ~~shares on the date of the fourth advance under the Loan~~Inc. ~~The~~ ~~Warrant~~- ~~expires~~Chapter on11 ~~December~~Monthly ~~31,~~Operating ~~2015. The~~Report ~~number of shares issued under this Warrant may increase by an amount in excess of 1% of Company’s outstanding fully diluted stock upon an event of default under the Loan or failure~~ to ~~register~~ the ~~shares~~US ofTrustee ~~common stock to be issued under the Warrant. The exercise price is the lower of the average closing price~~ for ~~a share of~~ the ~~Company’s common stock for the thirty (30) trading day~~ period ~~ending~~ended onApril the date immediately prior to the exercise date and $0.68. The Warrant contains a net exercise election allowing the holder of the Warrant to exercise the Warrant without cash consideration by reducing the number of shares received upon exercise. The Warrant contains a price adjustment if the Company sells30, ~~issues or grants additional shares of its common stock or common stock equivalents at a price per share less than the exercise price~~2006. ~~In the event of a price adjustment, the number of shares exercisable under the warrant would increase.~~

Registration Rights. The Company agrees to register the shares of common stock to be issued under the Warrant by filing a Form S-3 registration statement on or prior to December 15, 2005 and shall cause the Form S-3 to be declared effective on or prior to February 1, 2006. SIGNATURES

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Please see Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by reference, for a description of the terms of the sale of the Loan to Agility.

Item 3.02. Unregistered Sales of Equity Securities

Please see Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by reference, for a description of the terms of the issuance of the Warrant and its associated exercisability features. The Warrant is issued in reliance on the exemption from registration provided by Section 4(2) of the Act, on the basis that its issuance did not involve a public offering, no underwriting fees or commissions were paid by us in connection with such sale and Agility is an “accredited investor,” as defined in the Act.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits.
	Exhibit Number	Exhibit Title or Description
	4.1	Warrant to Purchase Common Stock, dated as of October 20, 2005, issued by Large Scale Biology Corporation in favor of Agility Capital, LLC.
	10.1	Loan Agreement, dated as of October 20, 2005, executed by Large Scale Biology Corporation and Agility Capital, LLC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~Large Scale Biology Corporation~~	Large Scale Biology Corporation
Date: October 28, 2005	By:	/s/ MICHAEL D. CENTRON
Date: May 30, 2006		By:	/s/ Robert L. Erwin
		Michael D. Centron
			Robert L. Erwin, Chairman of the Board
		Vice President, Finance and Administration

Exhibit Index

Exhibit Number		Exhibit Title or Description
4.1		Warrant to Purchase Common Stock, dated as of October 20, 2005, issued by Large Scale Biology Corporation in favor of Agility Capital, LLC.
10.1		Loan Agreement, dated as of October 20, 2005, executed by Large Scale Biology Corporation and Agility Capital, LLC.

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