UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2018

INTREXON CORPORATION

(Exact Name of Registrant as Specified in Charter)

20374 Seneca Meadows Parkway, Germantown, Maryland 20876

(Address of Principal Executive Offices) (Zip Code)

(301) 556-9900

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if change 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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 12, 2018, Intrexon Corporation (the “Company”) provided written notice to the New York Stock Exchange (the “NYSE”) of its intention to voluntarily transfer the listing of its common stock, no par value, to the Nasdaq Global Select Market (“Nasdaq”). On September 11, 2018, the Company’s Board of Directors approved the transfer of the listing to Nasdaq, and the Company’s common stock has been approved for listing by Nasdaq. The Company expects to cease trading on the NYSE at market close on September 24, 2018 and to commence trading on Nasdaq on September 25, 2018 under the Company’s current stock symbol “XON”.

Item 7.01 Regulation FD Disclosure.

On September 12, 2018, the Company issued a press release announcing the transfer of the listing of its common stock to Nasdaq. A copy of the Company’s press release announcing the transfer of the listing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.

Dated: September 12, 2018

Exhibit 99.1

Intrexon Announces Transfer of Stock Listing to Nasdaq

Ticker symbol to remain “XON”

GERMANTOWN, MD, September 12, 2018 – Intrexon Corporation (NYSE: XON), a leader in the engineering and industrialization of biology to improve the quality of life and health of the planet, today announced that it is transferring its stock exchange listing from the New York Stock Exchange (NYSE) to the Nasdaq Global Select Market (Nasdaq). Intrexon will retain the “XON” ticker with trading on the Nasdaq exchange expected to begin on September 25, 2018.

“Following a careful review, we have concluded that our shareholders will be served better by our listing on Nasdaq, with its superior technology, trading liquidity, visibility and opportunities for investor outreach,” said Randal J. Kirk, Chairman and Chief Executive Officer of Intrexon. “We look forward to our partnership with Nasdaq.”

“Intrexon has been driving innovation in the biotechnology industry with its development and engineering in synthetic biology,” said Nelson Griggs, President of Nasdaq Stock Exchange. “As home to the leading biotechnology companies, we are excited to be their exchange partner as the company strives to help address some of the world’s most pressing challenges.”

About Intrexon Corporation

Intrexon Corporation (NYSE: XON) is Powering the Bioindustrial Revolution with Better DNA^™ to create biologically-based products that improve the quality of life and the health of the planet. Intrexon’s integrated technology suite provides its partners across diverse markets with industrial-scale design and development of complex biological systems delivering unprecedented control, quality, function, and performance of living cells. We call our synthetic biology approach Better DNA^®, and we invite you to discover more at www.dna.com or follow us on Twitter at @Intrexon, on Facebook, and LinkedIn.

Trademarks

Intrexon, Powering the Bioindustrial Revolution with Better DNA, and Better DNA are trademarks of Intrexon and/or its affiliates. Other names may be trademarks of their respective owners.

Safe Harbor Statement

Some of the statements made in this press release are forward-looking statements. These forward-looking statements are based upon our current expectations and projections about future events and generally relate to our plans, objectives and expectations for the development of our 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 and actual future results may be materially different from the plans, objectives and expectations expressed in this press release.

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