SECURITIES AND EXCHANGE COMMISSION
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):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Address of principal executive offices) (Zip Code)
(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
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 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers|
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.
|99.1||Press Release issued by Precigen, Inc., dated October 12, 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.
|By:||/s/ Donald P. Lehr|
|Donald P. Lehr|
|Chief Legal Officer|
Dated: October 12, 2021
Precigen Appoints Harry Thomasian Jr. as Chief Financial Officer
GERMANTOWN, MD, October 12, 2021 – Precigen, Inc. (Nasdaq: PGEN), a biopharmaceutical company specializing in the development of innovative gene and cell therapies to improve the lives of patients, today announced the appointment of Harry Thomasian Jr. as the Company’s chief financial officer (CFO), effective October 18, 2021. Mr. Thomasian will oversee the Company’s corporate financial strategy and planning, and provide a critically important strategic perspective to business development, licensing, and corporate financing initiatives. Mr. Thomasian will report to Precigen’s President and CEO, Helen Sabzevari, PhD, and will join Precigen’s leadership team, which directs Precigen strategy, planning and operations.
Mr. Thomasian is a global finance leader with over 35 years of international business experience in equity and debt financings, P&L management and business operations, regulatory compliance and generally accepted accounting principles, SEC filings and Sarbanes-Oxley compliance. Prior to Precigen, Mr. Thomasian was with EY (formerly Ernst & Young LLP), one of the world’s largest global professional services firms. He most recently served as Senior Client Services Partner and the Baltimore Office Growth Markets Leader for the life sciences industry and Senior Partner in EY's Capital Markets Center in Tokyo as well as other various global, area and local leadership positions. Mr. Thomasian earned a BS 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.
“Precigen continues to build a high-performing and seasoned executive team—each with an entrepreneurial mindset, a deep passion for helping patients and who are excited to embrace and execute our mission. Given our progress as a company, we were fortunate to have a lot of interest in the CFO position and an impressive set of candidates to consider,” said Helen Sabzevari, PhD, President and CEO of Precigen. “Harry is a big picture thinker who is hands-on with a proven track record. He emerged as the right candidate given his financial acumen, global capital markets experience and extensive track record in the biotechnology industry.”
“After meeting with Helen and the team, I was thoroughly impressed with everyone’s drive and sense of purpose,“ Mr. Thomasian said. “The Precigen team is laser focused on success and this is an exciting time to join the company given the many milestones ahead. I look forward to working with Helen and the leadership team to maximize the company’s fiscal strength and drive value for our stakeholders.”
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 and AdenoVerse therapies. 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.
Vice President, Investor Relations
Tel: +1 (301) 556-9850
Donelle M. Gregory