INTREXON CORPORATION (NYSE:XON) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On October16, 2017, Intrexon Corporation (“Intrexon”) entered into a Preferred Stock Equity Facility Agreement (the “Agreement”) with Kapital Joe, LLC, an entity managed by Third Security, LLC (“Kapital Joe”), to which Intrexon may, at its sole and exclusive option, issue and sell to Kapital Joe, from time to time, and Kapital Joe is required to purchase, up to $100million of Intrexon’s Series A Redeemable Preferred Stock, no par value per share (the “Preferred Stock”), at a purchase price per share of Preferred Stock of $100.00, as may be adjusted for Preferred Stock splits and similar events (the “Preferred Stock Facility”). Intrexon’s Chairman and Chief Executive Officer, Randal J. Kirk, serves as the Senior Managing Director and Chief Executive Officer and owns all of the outstanding equity interests of Third Security, LLC.
The Preferred Stock will be non-voting, will accrue dividends of 8% per annum and, subject to limited exceptions, will be senior to Intrexon’s common stock, no par value per share (the “Common Stock”), with respect to the rights to the payment of dividends and on parity with the Common Stock with respect to the distribution of assets in the event of any liquidation, dissolution or winding up or change of control of Intrexon. Intrexon has agreed to file an amendment to its articles of incorporation to establish the designations of the Preferred Stock (the “Amendment”).
The Preferred Stock will be convertible into shares of Common Stock following the approval of Intrexon’s shareholders, including a majority of the shares voted by shareholders unaffiliated with Mr.Kirk (the “Shareholder Approval”) and, to the extent applicable to Kapital Joe, approval under the Hart-Scot-Rodino Antitrust Improvements Act of 1976, as amended. The conversion price used for the conversion will be the 20-day volume-weighted average market price of the Common Stock as of market closing on the fifth business day prior to the mailing of the proxy statement soliciting the Shareholder Approval, subject to adjustment for certain stock splits and similar events. Intrexon has agreed to take all reasonable steps necessary to seek the Shareholder Approval on or before the date of its annual meeting of shareholders in 2019. The Preferred Stock will automatically convert after receipt of Shareholder Approval, subject to receiving any required regulatory approvals. In addition, prior to conversion, in the event of any voluntary or involuntary liquidation, dissolution or winding up or change of control of Intrexon, the holders of the Preferred Stock will be entitled to participate with the holders of the Common Stock on a pro rata, as-converted basis, based on a deemed conversion rate of $18.96, which was calculated using the 20-day volume-weighted average market price of the Common Stock as of market closing on October 13, 2017, subject to adjustment for certain stock splits and similar events.
The Preferred Stock is redeemable at the election of Intrexon at any time, or at the election of Kapital Joe after December31, 2020.
The Preferred Stock Facility will expire on the earliest to occur of: (i)the date on which Kapital Joe has purchased shares of Preferred Stock in the aggregate amount of $100million, (ii)April30, 2019, (iii) the date of the Shareholder Approval and (iv)the mutual agreement of the parties.
The foregoing descriptions of the Agreement and the Preferred Stock do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Agreement and the Amendment attached as Exhibit A thereto, which are filed together as Exhibit 10.1 hereto and are incorporated herein by reference.
| Item 1.01 | Sale of Unregistered Equity Securities. |
The information contained in Item 1.01 is incorporated by reference herein. In connection with entering into the Agreement, we relied on the exemption from registration contained in Section4(a)(2) of the Securities Act, and RegulationD, Rule506 thereunder.
| Item 1.01 | Financial Statements and Exhibits. |
INTREXON CORP ExhibitEX-10.1 2 d476335dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 PREFERRED STOCK EQUITY FACILITY AGREEMENT This PREFERRED STOCK EQUITY FACILITY AGREEMENT (the “Agreement”) is made and entered into as of the 16th day of October 2017 (the “Effective Date”) by and between Kapital Joe,…To view the full exhibit click here
About INTREXON CORPORATION (NYSE:XON)
Intrexon Corporation (Intrexon) forms collaborations to create biologically based products and processes using synthetic biology. The Company designs, builds and regulates gene programs, which are deoxyribonucleic acid (DNA) sequences that consist of genetic components. The Company’s synthetic biology capabilities include the ability to control the amount, location and modification of biological molecules to control the function and output of living cells and optimize for desired results at an industrial scale. Its technologies combine the principles of precision engineering, statistical modeling, automation and production at an industrial scale. The Company’s technologies include UltraVector gene design and fabrication platform, and its associated library of modular DNA components; Cell Systems Informatics; RheoSwitch inducible gene switch; AttSite Recombinases; Protein Engineering; Laser-Enabled Analysis and Processing, or LEAP, and ActoBiotics platform.
