As filed with the Securities and Exchange Commission on September 30, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Precigen, Inc.
(Exact
name of registrant as specified in its charter)
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Virginia
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26-0084895
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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20374 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9900
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Helen Sabzevari
President and Chief Executive Officer
Precigen, Inc.
20374
Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
William I. Intner
Asher
M. Rubin
Hogan Lovells US LLP
100 International Drive, Suite 2000
Baltimore, Maryland 21202
(410) 659-2700
Approximate date of
commencement of proposed sale to the public: From time to time after this registration statement is declared effective.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to Be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Aggregate
Offering Price per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, no par value per share
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6,293,402 shares
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$3.5482 (2)
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$22,330,248.98
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$2,898.47
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such
indeterminate number of additional shares of common stock, par value $0.0001 per share, of the registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, on the basis of the average of the high and low prices for a share of the registrants common stock as reported on the Nasdaq Global Select Market on September 29, 2020, which date is a date within five
business days of the filing of this registration statement.
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(3)
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The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as
amended.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this
registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.