Item 1.01 Entry into a Material Definitive Agreement.
On January 2, 2020, Intrexon Corporation ("Intrexon") announced the appointment
of Helen Sabzevari, Ph.D., as President and Chief Executive Officer ("CEO"), the
execution of binding agreements to sell certain of its non-healthcare assets for
$65.2 million, and entrance into an agreement to sell $35 million of its common
stock (the stock sale together with the asset sales, the "Transactions").
Intrexon also announced that the Services Agreement, dated as of November 1,
2015, by and between Intrexon and Third Security, LLC ("Third Security"), as
amended, pursuant to which Third Security provided support services to Intrexon
and its previous CEO, was not extended and was allowed to expire on January 1,
2020. In addition, Intrexon announced that it is taking steps to change its name
to Precigen, Inc.
On January 1, 2020, Intrexon and TS Biotechnology Holdings, LLC ("TS
Biotechnology"), a Virginia limited liability company managed by Third Security,
entered into a Stock and Asset Purchase Agreement (the "Stock and Asset Purchase
Agreement") pursuant to which Intrexon agreed to sell, on the terms and subject
to the conditions specified therein, the majority of its bioengineering assets
to TS Biotechnology. The assets included in the Stock and Asset Purchase
Agreement include all of the equity interests held by Intrexon in (1) Blue
Marble AgBio LLC, a Delaware limited liability company, (2) ILH Holdings, Inc.,
a Delaware corporation, (3) Intrexon Produce Holdings, Inc., a Delaware
corporation, (4) Intrexon UK Holdings Inc., a Delaware corporation,
(5) Oragenics, Inc., a Florida corporation and (6) SH Parent, Inc., a Delaware
corporation, as well as Intrexon's domain name, dna.com, for an aggregate
purchase price of $53 million and certain contingent payment rights. The Stock
and Asset Purchase Agreement contains a "go-shop" provision pursuant to which
Intrexon has the right to initiate, solicit and encourage the making of
Alternative Proposals (as defined in the Stock and Asset Purchase Agreement) and
engage in, enter into and continue discussions or negotiations with respect to
Alternative Proposals through January 31, 2020.
Intrexon and TS Biotechnology have each made limited representations, warranties
and covenants in the Stock and Asset Purchase Agreement.
Consummation of the transactions contemplated by the Stock and Asset Purchase
Agreement is subject to certain customary closing conditions including, among
others the completion of a corporate restructuring separating the transferred
businesses and assets from Intrexon's remaining businesses. Unless the agreement
is terminated by Intrexon in favor of an Alternative Proposal, Intrexon
currently expects to close the transactions contemplated by the Stock and Asset
Purchase Agreement on January 31, 2020.
Also on January 1, 2020, Intrexon and TS Biotechnology entered into a
subscription agreement (the "Subscription Agreement"), pursuant to which, upon
the terms and subject to the conditions set forth therein, TS Biotechnology
agreed to purchase, at a per share price equal to the volume weighted average
price of Intrexon's common stock for the five consecutive trading days
immediately following the second business day after January 14, 2020, rounded to
the nearest whole cent (the "Per Share Purchase Price"), a number of shares of
Intrexon's common stock, rounded to the nearest whole share, equal to (x) an
amount equal to the lesser of (i) $35 million or (ii) if the Stock and Asset
Purchase Agreement is terminated by Intrexon because Intrexon has entered into
an Alternative Sale Agreement (as defined in the Stock and Asset Purchase
Agreement), the difference between $88 million and the net cash proceeds that
Intrexon or any of its subsidiaries is entitled to receive pursuant to such
Alternative Sale Agreement; divided by (y) the Per Share Purchase Price (the
"Shares"). Intrexon and TS Biotechnology have each made limited representations
and warranties and customary covenants in the Subscription Agreement.
The closing under the Subscription Agreement will occur on the later of the
. . .
Item 2.02 Results of Operations and Financial Condition.
Intrexon is also announcing that its cash, cash equivalents and short-term
investments at December 31, 2019 together with the anticipated proceeds from the
Transactions, are sufficient so that Intrexon expects it would have had cash,
cash equivalents and short-term investments of $175 million at year end had the
Transactions closed on December 31, 2019. This estimate is based on a
preliminary estimate of cash, cash equivalents and short-term investments at
December 31, 2019 of $75 million. This financial information is subject to
completion of the Transactions and Intrexon's financial closing procedures and
therefore preliminary and subject to change, and any changes could be
material. Furthermore, this information does not present all information
necessary for an understanding of Intrexon's financial condition as of
December 31, 2019 and its results of operations for the three months and year
ended December 31, 2019. Intrexon will provide further information on its fourth
quarter results when it files its Annual Report on Form 10-K for the fiscal year
ended December 31, 2019. A copy of the press release related to this
announcement is attached as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
The information required by this Item 3.02 is included under Item 1.01 of this
Current Report on Form 8-K and is incorporated herein by reference. The sale of
the Shares is being made without registration under the Securities Act of 1933,
as amended (the "Act"), in reliance on the exemptions from registration provided
by Section 4(a)(2) of the Act and Regulation D promulgated thereunder.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The Board of Intrexon on December 30, 2019 appointed Helen Sabzevari, Ph.D., as
Intrexon's next President and CEO, effective as of January 1, 2020 (the
"Transition Date"). Randal J. Kirk, previously CEO of Intrexon, remains an
employee under the new position of Executive Chairman, and continues to serve as
Chairman of the Board.
Biographical Information Regarding Dr. Sabzevari
Dr. Sabzevari, 58, has served as President of Precigen, Inc., a wholly owned
subsidiary of Intrexon, since November 2017. Prior to this, Dr. Sabzevari served
as Senior Vice President, Intrexon Health Therapeutics as well as Head of
Research and Development of Precigen, Inc. from July 2017 to November 2017.
Dr. Sabzevari brings extensive expertise in research and development of
immunotherapy-based therapeutics as well as experience translating novel
treatments from pre-clinical stage into the clinic. Prior to Intrexon, from 2015
to 2017, Dr. Sabzevari co-founded and served as Chief Scientific Officer of
Compass Therapeutics LLC, a fully-integrated drug discovery and development
company focused on manipulating the immune system to treat human disease. From
2008 to 2014, Dr. Sabzevari served as Senior Vice President of Immuno-Oncology
as well as Global Head of Immunotherapy, Oncology, Global Research and Early
Development at EMD Serono (a subsidiary of Merck KGaA, Darmstadt, Germany). From
1998 to 2008, Dr. Sabzevari led the Molecular Immunology Group at the Laboratory
of Tumor Immunology and Biology at the US National Cancer Institute, where she
was focused on design, development and delivery of novel vaccines and
immunotherapies for a range of human cancers. Dr. Sabzevari received her
doctorate degree in cell and molecular immunology and completed her postdoctoral
work at the department of immunology at the Scripps Research Institute, working
on various immunotherapeutic modalities in the treatment of cancer and
autoimmune diseases.
Item 7.01 Regulation FD Disclosure.
On January 2, 2019, Intrexon issued a press release announcing the appointment
of Dr. Sabzevari, the Transactions, and the planned name change, a copy of which
is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated
herein by reference.
Item 8.01 Other Information.
On January 2, 2020, Intrexon and Intrexon EF Holdings, a Delaware corporation
and wholly owned subsidiary of Intrexon ("Intrexon EF"), Darling Insect Proteins
LLC, a Delaware limited liability company and wholly owned subsidiary of Darling
Ingredients, Inc. ("Darling"), and EnviroFlight, LLC ("EnviroFlight"), entered
into an Equity Purchase Agreement (the "Equity Purchase Agreement") pursuant to
which Intrexon EF sold, on the terms and subject to the conditions specified
therein, its non-controlling, 50% membership interest in EnviroFlight to Darling
for an aggregate purchase price of $12.2 million. Darling previously held the
other 50% membership interest in EnviroFlight. As a condition and immediately
prior to entering into the Equity Purchase Agreement, Intrexon EF transferred to
EnviroFlight certain intellectual property rights used in EnviroFlight's
business.
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Forward Looking Statements
Some of the statements made in this Current Report on Form 8-K are
forward-looking statements that involve a number of risks and uncertainties and
are made pursuant to the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements made in this press
release include, but are not limited to, statements regarding Intrexon's cash
position, the expected closing of the transactions with Third Security and the
timing thereof, the possible sale of assets to higher bidders during the go-shop
period, and the renaming of the company to Precigen. Although Intrexon currently
expects to close the Transactions contemplated by the Stock and Asset Purchase
Agreement and the Subscription Agreement, there can be no assurance that the
sale will be consummated as the closing conditions included in one or both of
the Stock and Asset Purchase Agreement and the Subscription Agreement may not be
satisfied. Further, there can be no assurance, that Intrexon will receive or
successfully negotiate any Alternative Proposals (as defined in the Stock and
Asset Purchase Agreement). These forward-looking statements are based upon
Intrexon's current expectations and projections about future events and
generally relate to Intrexon's plans, objectives and expectations for the
development of Intrexon's business. Although management believes that the plans
and objectives reflected in or suggested by these forward-looking statements are
reasonable, all forward-looking statements involve risks and uncertainties and
actual future results may be materially different from the plans, objectives,
and expectations expressed in this press release. These risks and uncertainties
include, but are not limited to, (i) the fulfillment of closing conditions,
(ii) the distraction of management from business operations, (iii) the risks
associated with separating businesses out from its ongoing operations,
(iv) Intrexon's strategy and overall approach to its business model, its efforts
to realign its business, and its ability to exercise more control and ownership
over the development process and commercialization path, (v) Intrexon's ability
to hold or generate significant operating capital, including through partnering,
asset sales and operating cost reductions, (vi) actual or anticipated variations
in Intrexon's operating results, (vii) Intrexon's cash position, (viii) market
conditions in Intrexon's industry, (ix) the volatility of Intrexon's stock
price, (x) the successful completion of certain anticipated transactions, and
(xi) the challenges inherent in leadership transitions. For a discussion of
other risks and uncertainties, and other important factors, any of which could
cause Intrexon's actual results to differ from those contained in the
forward-looking statements, see the section entitled "Risk Factors" in
Intrexon's Annual Report on Form 10-K for the fiscal year ended December 31,
2018 and subsequent reports filed with the Securities and Exchange Commission.
All information in Current Report on Form 8-K is as of the date hereof, and
Intrexon undertakes no duty to update this information unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Stock and Asset Purchase Agreement, dated January 1, 2019, by and
between Intrexon Corporation and Third Security, LLC.
10.2 Subscription Agreement, dated January 1, 2019, by and between
Intrexon Corporation and Third Security, LLC.
99.1 Press Release dated January 2, 2020
104 Cover Page Interactive Data File (formatted as inline XBRL with
applicable taxonomy extension information contained in
Exhibits 101)
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