Current Report Filing (8-k)
October 12 2021 - 8:11AM
Edgar (US Regulatory)
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2021-10-12
2021-10-12
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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):
October 12, 2021
PRECIGEN, INC.
(Exact name of registrant as specified in its
charter)
Virginia
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001-36042
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26-0084895
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, No Par Value
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PGEN
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Nasdaq Global Select Market
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
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On October 12, 2021, Precigen, Inc. (the “Company”), announced
that Harry Thomasian Jr., age 59, was appointed Chief Financial Officer of the Company, effective October 18, 2021. Mr. Thomasian’s
appointment is the culmination of the previously-announced search by the Company for a permanent chief financial officer following the
resignation of Rick Sterling from his position as Chief Financial Officer on April 2, 2021, and the resignation of D. Bradford Osborne
from his position as Vice President, Finance and Accounting and interim principal accounting officer on June 10, 2021. James V. Lambert,
who has served as interim principal accounting officer of the Company since Mr. Osborne’s resignation, will step down from that
position effective upon Mr. Thomasian’s start date, and will continue to serve as Executive Director, Finance for PGEN Therapeutics,
Inc., a wholly owned subsidiary of the Company.
From 2002 through 2021, Mr. Thomasian served as a partner of EY (formerly
Ernst & Young LLP). During his tenure at EY, Mr. Thomasian held a myriad of leadership positions, including Senior Client Services
Partner and Baltimore Office Growth Markets Leader for the life sciences industry (2005 – Present), Senior Partner in EY’s
Capital Markets Center (2001 – 2005), Client Serving Senior Manager/Partner (1999 – 2001) and Senior Accountant – Senior
Manager (1986-1999). Mr. Thomasian earned a B.S. in Accountancy from Bentley University and completed the Ernst & Young Executive
Development Program at the Kellogg School of Management, Northwestern University. Mr. Thomasian is licensed as a certified public accountant
by the State Boards of Accountancy in Maryland, North Carolina, Washington, DC and Virginia.
There are no arrangements or understandings between Mr. Thomasian and
any other persons pursuant to which he was selected as an officer of the Company, and Mr. Thomasian is not related to any other executive
officer or director of the Company. Mr. Thomasian has no direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Mr. Thomasian received an offer of employment from the Company, dated
September 7, 2021 (the “Offer Letter”). Under the terms of the Offer Letter, Mr. Thomasian will receive an annual base salary
of $440,000.16, and will be eligible to receive an annual performance bonus having a target value of 40% of his base salary and prorated
based on any partial year of service. Any award performance bonus will be subject to Mr. Thomasian’s continued employment through
the applicable payment date and any applicable performance criteria. In addition, the Offer Letter provides that, effective as of his
start date, Mr. Thomasian will receive a grant of stock options under the Company’s 2013 Omnibus Incentive Plan to purchase 180,000
shares of the Company’s common stock having an exercise price per share equal to the closing price per share of the Company’s
common stock on the grant date. The stock options will service-vest in equal annual installments over a four-year period from the grant
date. The Offer Letter also provides for Mr. Thomasian’s participation in the Company’s employee benefits programs and his
execution of the Company’s standard Confidentiality and Proprietary Rights Agreement.
A copy of the press release of the Company, dated October 12, 2021,
announcing the appointment of Mr. Thomasian as Chief Financial Officer is attached to this Current Report on Form 8-K as Exhibit 99.1.
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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By:
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/s/ Donald P. Lehr
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Donald P. Lehr
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Chief Legal Officer
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Dated: October 12, 2021
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