INTREXON CORPORATION (NYSE:XON) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On December28, 2017, Intrexon Corporation (“Intrexon”) and Third Security, LLC (“Third Security”) executed an amendment (the “Third Amendment”) to the Services Agreement, dated as of November1, 2015, and amended on October31, 2016 and December30, 2017 (as amended, the “Services Agreement”), by and between Intrexon and Third Security, in order to extend the term of the Services Agreement from January1, 2018 to January1, 2019. No other terms of the Services Agreement were modified by the Third Amendment, which became effective on January1, 2018. The Third Amendment was unanimously approved by the independent members of Intrexon’s Board of Directors (the “Board”) and the Audit Committee of the Board in accordance with Intrexon’s policy on related person transactions.
The foregoing description of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Third Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. A description of the Services Agreement can be found in Note 17 of Intrexon’s consolidated financial statements included in its Quarterly Report on Form 10-Q for the period ended September30, 2017, and a copy of the Services Agreement was filed as an exhibit to Intrexon’s Current Report on Form 8-K/A, filed on November3, 2015.
| Item 1.01 | Regulation FD Disclosure. |
On January2, 2018, Randal J. Kirk, Intrexon’s Chairman and Chief Executive Officer, distributed his annual CEO’s letter to his colleagues at Intrexon. The letter is attached hereto as Exhibit99.1.
On January2, 2018, Intrexon’s Compensation Committee is making annual grants of Restricted Stock Units under the Intrexon 2013 Omnibus Incentive Plan, as amended, to the officers of Intrexon. At the request of Intrexon’s Chairman and Chief Executive Officer, Randal J. Kirk, the Compensation Committee is excluding Mr.Kirk from the annual grants.
On December29, 2017, Intrexon entered into an agreement with the R.J. Kirk Declaration of Trust (the “Investor”), an entity affiliated with Mr.Kirk, to which the Investor has agreed to purchase 1,207,980 shares of Intrexon’s Common Stock, no par value, in a private placement, for aggregate gross proceeds to Intrexon of $13,686,413.40. The number of shares purchased by the Investor represents just under 1% of the common stock outstanding prior to the private placement, which is the maximum that an affiliate of Mr.Kirk could purchase from Intrexon in the private placement under the rules of the New York Stock Exchange. The price per share in the private placement was $11.33 per share, which was the closing price of Intrexon’s common stock on the New York Stock Exchange on December28, 2017. The private placement was unanimously approved by the independent members of Intrexon’s Board and the Audit Committee of the Board in accordance with Intrexon’s policy on related person transactions. The transaction was funded and closed on December29, 2017.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits
INTREXON CORP ExhibitEX-10.1 2 d452440dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO SERVICES AGREEMENT THIS THIRD AMENDMENT TO THE SERVICES AGREEMENT (this Amendment) is made and entered into as of the 28th day of December,…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.