8-K 1 d657756d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2018




(Exact Name of Registrant as Specified in Charter)




Virginia   001-36042   26-0084895
(State or Other Jurisdiction
of Incorporation)
File Number)
  (I.R.S. Employer
Identification No.)

20374 Seneca Meadows Parkway, Germantown, Maryland 20876

(Address of Principal Executive Offices) (Zip Code)

(301) 556-9900

(Registrant’s Telephone Number, including area code)


(Former Name or Former Address, if change since last report)



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):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 3.02

Unregistered Sales of Equity Securities.

On November 20, 2018, Intrexon Corporation, a Virginia corporation (“Intrexon”), issued an aggregate of 1,933,737 shares of its common stock, no par value per share (the “Shares”), in connection with the acquisition by ActoBio Therapeutics, Inc., a Delaware corporation and a wholly-owned subsidiary of Intrexon, of Intrexon T1D Partners, LLC, a Delaware limited liability company. Entities affiliated with Randal J. Kirk, Intrexon’s Chairman and Chief Executive Officer acquired 396,668 of the Shares in the acquisition. The Shares were issued in a private placement to accredited investors in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.


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.


Intrexon Corporation

/s/ Donald P. Lehr

  Donald P. Lehr
  Chief Legal Officer

Dated: November 23, 2018