(Amendment No. 11)*
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
This Amendment No. 11 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated March 27, 2014 and filed on April 7, 2014, as amended by Amendment No. 1 dated December 31, 2014 and filed on January 5,
2015, by Amendment No. 2 dated May 31, 2016 and filed June 2, 2016, by Amendment No. 3 dated July 24, 2017 and filed July 26, 2017, by Amendment No. 4 dated October 16, 2017 and filed October 23, 2017, by Amendment No. 5 dated December 29, 2017 and
filed on January 2, 2018, by Amendment No. 6 dated January 19, 2018 and filed January 22, 2018, by Amendment No. 7 dated July 3, 2018 and filed July 6, 2018, by Amendment No. 8 dated May 13, 2019 and filed May 15, 2019, by Amendment No. 9 dated May
24, 2019 and filed on May 24, 2019, and by Amendment No. 10 dated June 6, 2019 and filed on June 10, 2019 (the “Original Schedule 13D”), relating to the Common Stock, no par value per share (the “Common Stock”), of Intrexon Corporation, a Virginia
corporation (the “Company”). Mr. Randal J. Kirk (“Mr. Kirk”), the R.J. Kirk Declaration of Trust, a revocable trust established by Mr. Kirk (“RJ DOT”), Third Security, LLC, a Virginia limited liability company that is
controlled by Mr. Kirk (“Third Security”), Third Security Capital Partners V, LLC, a Delaware limited liability company that is managed by Third Security (“TSCP V”), Kapital Joe, LLC, a Virginia limited liability company that is managed by Third
Security (“Kapital Joe”), and NRM VI Holdings I, LLC, a Delaware limited liability company that is managed by an affiliate that is managed by Third Security (“NRM VI Holdings” and, together with Mr. Kirk, the
RJ DOT, Third Security, TSCP V, and Kapital Joe, the “Reporting Persons”) are filing this Amendment to disclose the entering into of material agreements as set forth below, pursuant to which (i) the Company agreed to sell, on the terms and subject
to the conditions specified in the Stock and Asset Purchase Agreement, the majority of its bioengineering assets to TS Biotechnology Holdings, LLC (“TS Biotechnology”), a Virginia limited liability company that is managed by Third Security, and
(ii) TS Biotechnology agreed to purchase Common Stock in the approximate amount of $35,000,000, on the terms and subject to conditions specified in the Subscription Agreement.
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On January 1, 2020, TS Biotechnology and the Company entered into a Stock and Asset Purchase Agreement (the “Stock and Asset Purchase Agreement”), pursuant to which the Company agreed to sell, on the
terms and subject to the conditions specified therein, the majority of its bioengineering assets to TS Biotechnology. The assets included in the Stock and Asset Purchase Agreement include all of the equity interests held by the Company in (1) Blue
Marble AgBio LLC, a Delaware limited liability company, (2) ILH Holdings, Inc., a Delaware corporation, (3) Intrexon Produce Holdings, Inc., a Delaware corporation, (4) Intrexon UK Holdings Inc., a Delaware corporation, (5) Oragenics, Inc., a Florida
corporation and (6) SH Parent, Inc., a Delaware corporation, as well as the Company’s domain name, dna.com, for an aggregate purchase price of $53 million and certain contingent payment rights. The Stock and Asset Purchase Agreement contains a
“go-shop” provision pursuant to which the Company has the right to initiate, solicit and encourage the making of Alternative Proposals (as defined in the Stock and Asset Purchase Agreement) and engage in, enter into and continue discussions or
negotiations with respect to Alternative Proposals through January 31, 2020. The Company and TS Biotechnology have each made limited representations, warranties and covenants in the Stock and Asset Purchase Agreement.
Consummation of the transactions contemplated by the Stock and Asset Purchase Agreement is subject to certain customary closing conditions including, among others the completion of a corporate restructuring separating the
transferred businesses and assets from the Company’s remaining businesses. Unless the agreement is terminated by the Company in favor of an Alternative Proposal, the Company currently expects to close the transactions contemplated by the Stock and
Asset Purchase Agreement on January 31, 2020.
Also on January 1, 2020, the Company and TS Biotechnology entered into a subscription agreement (the “Subscription Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, TS
Biotechnology agreed to purchase, at a per share price equal to the volume weighted average price of Common Stock for the five consecutive trading days immediately following the second business day after January 14, 2020, rounded to the nearest
whole cent (the “Per Share Purchase Price”), a number of shares of Common Stock, rounded to the nearest whole share, equal to (x) an amount equal to the lesser of (i) $35 million or (ii) if the Stock and Asset Purchase Agreement is terminated by
the Company because the Company has entered into an Alternative Sale Agreement (as defined in the Stock and Asset Purchase Agreement), the difference between $88 million and the net cash proceeds that the Company or any of its subsidiaries is
entitled to receive pursuant to such Alternative Sale Agreement; divided by (y) the Per Share Purchase Price (the “Shares”). The Company and TS Biotechnology have each made limited representations and warranties and customary covenants in the
Subscription Agreement.
The closing under the Subscription Agreement will occur on the later date of (i) the closing under the Stock and Asset Purchase Agreement, (ii) a closing under an Alternative Sale Agreement (as defined in the Stock and
Asset Purchase Agreement), and (iii) the second business day after the end of the purchase price calculation period described above. The Company currently expects to close the transactions contemplated by the Subscription Agreement on January 31,
2020.
Each of the Stock and Asset Purchase Agreement and the Subscription Agreement was approved by the independent members of the Company’s board of directors, with the recommendation of an independent special committee of the
board.
The foregoing descriptions of the Stock and Asset Purchase Agreement and the Subscription Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Stock and
Asset Purchase Agreement and the Subscription Agreement, which are filed as Exhibits 1 and 2, respectively, and are incorporated herein by reference.
Effective January 1, 2020, the Company’s board of directors appointed Helen Sabzevari, Ph.D., as the Company’s President and Chief Executive Officer. Also effective January 1, 2020, Mr. Kirk transitioned from Chief
Executive Officer of the Company, to the position of Executive Chairman.
Other than as disclosed herein, as of the date of this Amendment, none of the Reporting Persons have present plans or proposals which would result in:
Item 6 of the Original Schedule 13D is hereby amended and supplemented to include the responses in Item 4 above.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: January 6, 2020
EXHIBIT INDEX