UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02. | Unregistered Sales of Equity Securities. |
On October 7, 2020, Precigen, Inc. (the “Company”) issued 6,758,400 shares (the “Shares”) of the Company’s common stock (“Common Stock”) to Ares Trading, S.A. (“Ares”), a wholly owned subsidiary of Merck KGaA, Darmstadt, Germany. The Shares were issued upon Ares’ election to voluntarily convert a convertible note (the “Note”) with an outstanding principal balance of $25 million that was originally issued by the Company to Ares on December 28, 2018. The conversion price used for the conversion was $3.6991 per Share, which was calculated based on the volume weighted average price of the Common Stock for the 10 consecutive trading days ended October 6, 2020.
The Company issued the Shares in reliance on the exemption from registration provided for under Section 3(a)(9) of the Securities Act of 1933, as amended, as the issuance involved securities exchanged by the Company with an existing securityholder for no additional consideration and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.
| Item 7.01. | Regulation FD Disclosure. |
On October 9, 2020, the Company issued a press release announcing conversion of the Note and issuance of the Shares, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release dated October 9, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Precigen, Inc. | ||
| By: | /s/ Donald P. Lehr | |
| Donald P. Lehr | ||
| Chief Legal Officer | ||
Dated: October 9, 2020