SECURITIES AND EXCHANGE COMMISSION
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|Item 3.02.|| |
Unregistered Sales of Equity Securities.
On December 2, 2020, Precigen, Inc. (the “Company”) entered into an agreement (the “Agreement”) with two entities affiliated with Harvest Capital Strategies, LLC (the “Harvest Funds”) to resolve matters related to the parties’ contractual and equity relationships and to settle claims made in connection with the previously disclosed notice of arbitration the Company received from the Harvest Entities on July 10, 2020. The notice of arbitration was provided pursuant to the Collaboration Investment Opportunity Agreement dated March 13, 2015.
Pursuant to the Agreement, the Company will issue an aggregate of 2,117,264 shares (the “Shares”) of its common stock to the Harvest Funds in consideration of (i) termination of three exclusive channel collaborations (“ECCs”) between the Company and entities affiliated with the Harvest Funds, and the reversion of technology rights to the Company pursuant to the terms of each ECC agreement and (ii) the transfer to the Company of the Harvest Funds’ membership interests in Intrexon Energy Partners II, LLC, a joint venture formed to utilize the Company’s methane bioconversion platform technology for the production of 1,4-butanediol. The Agreement also contains mutual irrevocable and unconditional releases of claims.
The Company will issue the Shares within 15 days of the execution of the Agreement, in reliance on the exemptions from registration provided for by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder as a private placement to accredited investors.
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.
|Donald P. Lehr|
|Chief Legal Officer|
Dated: December 2, 2020