Item 1.01 Entry into a Material Definitive Agreement.
On January 21, 2021, Precigen Inc. ("Precigen") entered into an underwriting
agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC and
Stifel, Nicolaus & Company, Incorporated, as representatives of the several
underwriters named therein (the "Underwriters"), in connection with the
underwritten public offering of 15,000,000 shares (the "Firm Shares") of
Precigen common stock, no par value ("Common Stock"), at a price to the public
of $7.50 per share. Pursuant to the Underwriting Agreement, Precigen granted to
the Underwriters option to purchase up to an additional 2,250,000 shares of
Common Stock (together with the Firm Shares, the "Shares") for a period of 30
days from the date of the Underwriting Agreement. The Underwriters fully
exercised the option in connection with the closing of the sale of the Firm
Shares, which occurred on January 26, 2021.
Net proceeds to Precigen from the offering were approximately $121.2 million
after deducting the underwriting discount and other estimated offering expenses
payable by Precigen.
The Shares were offered and sold pursuant to Precigen's shelf registration
statement declared effective on July 2, 2020 (Registration No. 333-239366), as
supplemented by the final prospectus supplement filed with the Securities
Exchange Commission on January 22, 2021.
The Underwriting Agreement includes certain customary representations,
warranties, and covenants by Precigen, and it provides that Precigen will
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or contribute to payments the
Underwriters may be required to make because of any of those liabilities. The
representations, warranties, and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement, and may be
subject to limitations agreed upon by the contracting parties. The foregoing
description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the Underwriting Agreement, which is
filed as Exhibit 1.1 hereto and incorporated herein by reference.
A copy of the legal opinion of Hogan Lovells US LLP, counsel to Precigen,
relating to the legality of the issuance and sale of the Shares is filed as
Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 21, 2021, between Precigen,
Inc. and the Underwriters named therein.
5.1 Opinion of Hogan Lovells US LLP.
23.1 Consent of Hogan Lovells US LLP (contained in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses