0001356090 false 0001356090 2021-03-25 2021-03-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares




Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 25, 2021



(Exact name of registrant as specified in its charter)


Virginia   001-36042   26-0084895

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


20374 Seneca Meadows Parkway, Germantown, Maryland 20876

(Address of principal executive offices) (Zip Code)


(301) 556-9900

(Registrant’s telephone number, including area code)



(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):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to 12(b) of the Act:


Title of each class  




Name of each exchange

on which registered

Common Stock, No Par Value   PGEN   Nasdaq Global Select Market


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.




Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers


On March 30, 2021, Precigen, Inc. (the “Company”) announced that its Chief Financial Officer, Rick Sterling, would be stepping down from his position effective April 2, 2021. The Company has commenced an executive search process to identify a successor for Mr. Sterling.


In connection with his departure, it is expected that Mr. Sterling will receive the severance payments and benefits provided under his continuing employment agreement with the Company, dated April 2, 2019, subject to his execution and non-revocation of a release of claims and compliance with post-termination restrictive covenants.


Also effective April 2, 2021, the Company will appoint Brad Osbourne (age 41), currently Vice President, Finance and Accounting, to serve as principal accounting officer for an interim period while the Company searches for Mr. Sterling’s replacement. Mr. Osborne joined the Company in July 2011 in the role of Senior Director of Financial Reporting and since April 1, 2016 has served and continues to serve as Vice President, Finance and Accounting. There are no arrangements or understandings between Mr. Osbourne and any other persons pursuant to which he was selected as an officer of the Company, and Mr. Osbourne is not related to any other executive officer or director of the Company. Mr. Osbourne has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There will not be any changes to Mr. Osbourne’s compensation arrangements in connection with his interim appointment.


A copy of the press release of the Company announcing Mr. Sterling’s departure, dated March 30, 2021, is attached to this Current Report on Form 8-K as Exhibit 99.1.


Item9.01.Financial Statements and Exhibits.


(d) Exhibits.




99.1   Press Release dated March 30, 2021
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).




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: March 30, 2021




Exhibit 99.1


Precigen Announces Departure of Chief Financial Officer

- Commences search for new CFO -


Germantown, Maryland, March 30, 2021 – Precigen, Inc., a biopharmaceutical company specializing in the development of innovative gene and cell therapies to improve the lives of patients, today announced that by mutual agreement Rick Sterling is stepping down from his position as Chief Financial Officer effective April 2, 2021. Precigen has commenced an executive search for a successor with the qualifications to contribute to Precigen’s accelerating growth from a clinical stage company to a commercial organization.


“We thank Rick for his dedication and greatly appreciate his contributions to our team throughout his tenure at Precigen and Intrexon and wish him well in his future endeavors,” said Helen Sabzevari, PhD, President and Chief Executive Officer of Precigen. “We have made significant progress across our pipeline programs and are preparing for the next phase of our growth, emphasizing commercial readiness for our lead products. We are seeking to hire a new CFO who will be able to position our company for commercial success and ensure that we maintain our rapid growth and accelerated forward momentum.”


Precigen: Advancing Medicine with Precision

Precigen (Nasdaq: PGEN) is a dedicated discovery and clinical stage biopharmaceutical company advancing the next generation of gene and cell therapies using precision technology to target the most urgent and intractable diseases in our core therapeutic areas of immuno-oncology, autoimmune disorders, and infectious diseases. Our technologies enable us to find innovative solutions for affordable biotherapeutics in a controlled manner. Precigen operates as an innovation engine progressing a preclinical and clinical pipeline of well-differentiated unique therapies toward clinical proof-of-concept and commercialization. For more information about Precigen, visit www.precigen.com or follow us on Twitter @Precigen and LinkedIn.



Precigen and Advancing Medicine with Precision are trademarks of Precigen and/or its affiliates. Other names may be trademarks of their respective owners.


Cautionary Statement Regarding Forward-Looking Statements

Some of the statements made in this press release are forward-looking statements. These forward-looking statements are based upon the Company's current expectations and projections about future events and generally relate to plans, objectives, and expectations for the development of the Company's business, including the timing and progress of preclinical studies, clinical trials, discovery programs and related milestones, the promise of the Company's portfolio




of therapies, and in particular its CAR-T therapies, and the Company's refocus to a healthcare-oriented business. Although management believes that the plans and objectives reflected in or suggested by these forward-looking statements are reasonable, all forward-looking statements involve risks and uncertainties, including the possibility that the timeline for the Company's clinical trials might be impacted by the COVID-19 pandemic, and actual future results may be materially different from the plans, objectives and expectations expressed in this press release. The Company has no obligation to provide any updates to these forward-looking statements even if its expectations change. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. For further information on potential risks and uncertainties, and other important factors, any of which could cause the Company's actual results to differ from those contained in the forward-looking statements, see the section entitled "Risk Factors" in the Company's most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission.


For more information, contact:


Investor Contact:

Steven Harasym 

Vice President, Investor Relations

Tel: +1 (301) 556-9850 


Media Contact:

Glenn Silver 

Lazar-FINN Partners