8-K 1 d679083d8k.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): April 12, 2019




(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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 8.01

Other Events.

Intrexon Corporation, a Virginia corporation (“Intrexon”), filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-220326) on April 12, 2019 covering the resale of shares (the “Shares”) of Intrexon common stock issued pursuant to that certain Securities Purchase, Assignment and Assumption Agreement, dated as of December 19, 2018, by and Intrexon, Ares Trading S.A. and Precigen, Inc., a wholly owned subsidiary of Intrexon.

In connection with the resale of the Shares, the Company is filing the opinion of Hogan Lovells US LLP as Exhibit 5.1 to this Current Report on Form 8-K.


Item 9.01

Financial Statements and Exhibits.

(d)     Exhibits.




  5.1    Opinion of Hogan Lovells US LLP.
23.1    Consent of Hogan Lovells US LLP (included in Exhibit 5.1).


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: April 12, 2019