SEC Form SC 13D/A filed by Precigen Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 17)*
Under the Securities Exchange Act of 1934
| PRECIGEN, INC. | ||
| (Name
of Issuer) | ||
| Common Stock | ||
| (Title
of Class of Securities) | ||
| 46122T102 | ||
(CUSIP Number)
| ||
Third Security, LLC 1881 Grove Avenue Radford, Virginia 24141 Attention: Marcus E. Smith, Esq. (540) 633-7900 |
||
(Name,
Address and Telephone Number of Person
| ||
Copy to: John Owen Gwathmey, Esq. David I. Meyers, Esq. Troutman Pepper Hamilton Sanders LLP Troutman Pepper Building 1001 Haxall Point Richmond, Virginia 23219 (804) 697-1239 | ||
| May 2, 2024 | ||
| (Date of Event which Requires Filing of this Statement) | ||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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).
| CUSIP No. 46122T102 | Page 2 of 10 |
| 1 | NAMES
OF REPORTING PERSONS
RANDAL J. KIRK
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE
OF FUNDS PF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 7 | SOLE VOTING POWER | |
| 93,314,946 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 93,314,946 | ||
| 10 | SHARED
DISPOSITIVE POWER |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,314,946 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9% | |
| 14 | TYPE
OF REPORTING PERSON IN | |
| CUSIP No. 46122T102 | Page 3 of 10 |
| 1 | NAMES
OF REPORTING PERSONS
R.J. KIRK DECLARATION OF TRUST 31-6661283 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE
OF FUNDS PF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 7 | SOLE VOTING POWER | |
| 41,017,803 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 41,017,803 | ||
| 10 | SHARED
DISPOSITIVE POWER |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,017,803 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2% | |
| 14 | TYPE
OF REPORTING PERSON OO – trust | |
| CUSIP No. 46122T102 | Page 4 of 10 |
| 1 | NAMES
OF REPORTING PERSONS
SUNSET 2020 LLC I.R.S. IDENTIFICATION NO.: 84-4795218 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 7 | SOLE VOTING POWER | |
| 16,406,828 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 16,406,828 | ||
| 10 | SHARED
DISPOSITIVE POWER |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,406,828 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% | |
| 14 | TYPE
OF REPORTING PERSON OO – limited liability company | |
| CUSIP No. 46122T102 | Page 5 of 10 |
| 1 | NAMES
OF REPORTING PERSONS
THIRD
SECURITY, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 7 | SOLE VOTING POWER | |
| 32,454,536 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 32,454,536 | ||
| 10 | SHARED
DISPOSITIVE POWER |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,454,536 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% | |
| 14 | TYPE
OF REPORTING PERSON OO – limited liability company | |
| CUSIP No. 46122T102 | Page 6 of 10 |
| 1 | NAMES
OF REPORTING PERSONS
KAPITAL
JOE, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 7 | SOLE VOTING POWER | |
| 13,520,789 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 13,520,789 | ||
| 10 | SHARED
DISPOSITIVE POWER |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,520,789 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | |
| 14 | TYPE
OF REPORTING PERSON OO – limited liability company | |
| CUSIP No. 46122T102 | Page 7 of 10 |
This Amendment No. 17 (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, by Amendment No. 10 dated June 6, 2019 and filed on June 10, 2019, by Amendment No. 11 dated January 1, 2020 and filed on January 6, 2020, by Amendment No. 12 dated January 31, 2020 and filed on February 4, 2020, by Amendment No. 13 dated August 11, 2020 and filed on August 13, 2020, by Amendment No. 14 dated December 17, 2020 and filed on December 21, 2020, by Amendment No. 15 dated October 6, 2022 and filed on October 7, 2022, and by Amendment No. 16 dated January 27, 2023 and filed on January 31, 2023 (the “Original Schedule 13D”), relating to the Common Stock, no par value per share (the “Common Stock”), of Precigen, Inc., formerly known as 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”), Kapital Joe, LLC, a Virginia limited liability company that is managed by Third Security (“Kapital Joe”), and Sunset 2020 LLC, a Delaware limited liability company that is controlled by Mr. Kirk (“Sunset 2020” and, together with Mr. Kirk, the RJ DOT, Third Security, and Kapital Joe, the “Reporting Persons”) are filing this Amendment to disclose the distribution of an aggregate of 19,447,371 shares of Common Stock by Third Security Senior Staff LLC (“Sr. Staff”), Third Security Staff 2001 LLC (“Staff 2001”), Third Security Senior Staff 2006 LLC (“Sr. Staff 2006”), Third Security Staff 2006 LLC (“Staff 2006”), Third Security Incentive 2006 LLC (“Incentive 2006”), Third Security Senior Staff 2007 LLC (“Sr. Staff 2007”), Third Security Staff 2007 LLC (“Staff 2007”), Third Security Incentive 2007 LLC (“Incentive 2007”), Third Security Staff 2009 LLC (“Staff 2009”), and Third Security Incentive 2009 LLC (“Incentive 2009” and, together with Sr. Staff, Staff 2001, Sr. Staff 2006, Staff 2006, Incentive 2006, Sr. Staff 2007, Staff 2007, Incentive 2007, and Staff 2009, the “Staff LLCs”) in connection with the liquidation of each entity in accordance with the terms of each respective Limited Liability Company Agreement. In connection with such pro rata liquidation, 14,981,883 shares of Common Stock were distributed to entities under the common control of Mr. Kirk.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
The Reporting Persons are filing this Amendment to disclose the distribution of 19,447,371 shares of Common Stock by the Staff LLCs in connection with the pro rata liquidation of each entity in accordance with the terms of each entity’s respective Limited Liability Company Agreement.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Items 3 and 6 is incorporated herein by reference.
The Reporting Persons are filing this Amendment to disclose the distribution of 19,447,371 shares of Common Stock by the Staff LLCs in connection with the pro rata liquidation of the Staff LLCs in accordance with each entity’s respective Limited Liability Company Agreement.
| CUSIP No. 46122T102 | Page 8 of 10 |
In connection with the pro rata liquidation of the Staff LLCs, 14,981,883 shares are being distributed to entities under the common control of Mr. Kirk.
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:
| (a) | The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; |
| (b) | An extraordinary corporate transaction such as a merger, reorganization or disposition, involving the Company or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Company; |
| (f) | Any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; |
| (g) | Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; |
| (h) | Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those actions enumerated above. |
| CUSIP No. 46122T102 | Page 9 of 10 |
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in their entirety as follows:
(a) and (b) See items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 252,419,690 shares of Common Stock issued and outstanding as of April 26, 2024, as disclosed in the Company’s Amended Annual Report on Form 10-K/A for the period ended December 31, 2023 and filed on April 29, 2024 plus 739,478 shares representing options that may be exercised by Mr. Kirk within 60 days hereof.
| Reporting Person | Amount
of Common Stock Beneficially Owned | Percent
of Class | Sole Power
to Vote or Direct the Vote | Shared
Power to Vote or Direct the Vote | Sole Power to
Dispose or to Direct the Disposition | Shared Power to
Dispose or to Direct the Disposition | ||||||||||||||||||
| Randal J. Kirk | 93,314,946 | 36.9 | % | 93,314,946 | -- | 93,314,946 | -- | |||||||||||||||||
| R.J. Kirk Declaration of Trust | 41,017,803 | 16.2 | % | 41,017,803 | -- | 41,017,803 | ||||||||||||||||||
| Third Security, LLC | 32,454,536 | 12.8 | % | 32,454,536 | -- | 32,454,536 | -- | |||||||||||||||||
| Sunset 2020 LLC | 16,406,828 | 6.5 | % | 16,406,828 | -- | 16,406,828 | -- | |||||||||||||||||
| Kapital Joe, LLC | 13,520,789 | 5.3 | % | 13,520,789 | -- | 13,520,789 | -- | |||||||||||||||||
Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by the RJ DOT, Third Security, Sunset 2020, and Kapital Joe. Mr. Kirk controls Sunset 2020 and Third Security, which is the manager of Kapital Joe.
(c) Except as disclosed herein, the vesting of Restricted Stock Units granted to Mr. Kirk, which were previously disclosed in a Form 4 dated March 9, 2024 and filed on March 12, 2024, and annual equity compensation granted to Mr. Kirk, which were previously disclosed in a Form 4 dated March 14, 2024 and filed on March 18, 2024, none of the Reporting Persons have engaged in any transactions in the Company’s Common Stock in the past 60 days.
(d) – (e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is hereby amended and supplemented to include the responses in Item 4 above.
Item 7. Material to be Filed as Exhibits.
| Exhibit 1 | Joint Filing Agreement, dated as of May 3, 2024 by and among Randal J. Kirk, the R.J. Kirk Declaration of Trust, Third Security, LLC, Sunset 2020 LLC, and Kapital Joe, LLC. |
| CUSIP No. 46122T102 | Page 10 of 10 |
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: May 3, 2024
| /s/ Randal J. Kirk | ||
| Randal J. Kirk | ||
| R.J. KIRK DECLARATION OF TRUST | ||
| By: | /s/ Randal J. Kirk | |
| Randal J. Kirk | ||
| Trustee | ||
| THIRD SECURITY, LLC | ||
| By: | /s/ Randal J. Kirk | |
| Randal J. Kirk | ||
| Manager | ||
| SUNSET 2020 LLC | ||
| By: | /s/ Randal J. Kirk | |
| Randal J. Kirk | ||
| Manager | ||
| KAPITAL JOE, LLC | ||
| By: | /s/ Randal J. Kirk | |
| Randal J. Kirk | ||
| Manager | ||
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement, dated as of May 3, 2024, by and among Randal J. Kirk, the R.J. Kirk Declaration of Trust, Third Security, LLC, Sunset 2020 LLC, and Kapital Joe, LLC. |