Current Report Filing (8-k)
27 Januar 2023 - 02:32PM
Edgar (US Regulatory)
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0001356090
2023-01-24
2023-01-24
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 24, 2023
PRECIGEN, INC.
(Exact name of registrant as specified in its
charter)
Virginia |
|
001-36042 |
|
26-0084895 |
(State or other jurisdiction
of incorporation) |
|
(Commission
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)
N/A
(Former name or former address, if changed 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)) |
Securities registered pursuant to 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Common Stock, No Par Value |
|
PGEN |
|
Nasdaq Global Select Market |
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 1.01 | Entry into a Material Definitive
Agreement. |
On January 24, 2023, Precigen, Inc. (“Precigen”)
entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative
of the several underwriters named therein (the “Underwriters”), in connection with the underwritten public offering (the
"Offering") of 42,857,143 shares (the “Firm Shares”) of Precigen common stock, no par value (“Common
Stock”), at a price to the public of $1.75 per share. Pursuant to the Underwriting Agreement, Precigen granted to the
Underwriters the option to purchase up to an additional 6,428,571 shares of Common Stock (together with the Firm Shares, the
“Shares”) for a period of 30 days from the date of the Underwriting Agreement.
Net proceeds to Precigen from the offering will be approximately $71.2
million after deducting the underwriting discount and other estimated offering expenses payable by Precigen.
The Offering was made pursuant to Precigen’s shelf
registration statement declared effective on July 2, 2020 (Registration No. 333-239366), as supplemented by the final prospectus supplement
dated January 24, 2023.
The Underwriting Agreement includes certain customary representations,
warranties, and covenants by Precigen, and it provides that Precigen will indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriters may be required to make because of
any of those liabilities. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes
of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by
reference.
A copy of the legal opinion of Hogan Lovells US LLP, Virginia counsel
to Precigen, relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
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.
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Precigen, Inc. |
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|
|
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By: |
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/s/ Donald P. Lehr |
|
|
|
Donald P. Lehr |
|
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Chief Legal Officer |
Dated: January 27, 2023
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