SEC Comment Letter for PRECIGEN, INC. (PGEN) (CIK 0001356090) (PGEN) — May 8, 2017
PRECIGEN, INC. (PGEN) (CIK 0001356090)
Date: May 8, 2017 · CIK: 0001356090 · Accession: 0000000000-17-016027
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-216808
Letter
Mail Stop 3561 May 5, 2017 Via E -mail Randal J. Kirk Chief Executive Officer Intrexon Corporation 20374 Seneca Meadows Parkway Germantown, Maryland 20876
Re: Intrexon Corporation Supplemental Response to the Registration Statement on Form S-4 Submitted May 4, 2017 File No. 333-216808
Dear Mr. Lehr:
We have reviewed your supplemental response to the amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not bel ieve an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our April 13, 2017 letter .
Material U.S. federal income tax consequences of the merger, page 87
1. We note your proposed disclosure on page 12 and 87 stating that “Intrexon and GenVec anticip ate that sufficient qualifying merger consideration will ultimately be issued such that the control test will be satis fied and that the merger will qualify as a reorganization. ” We also note your propo sed disclosure that “Intrexon and GenVec anticipate that the merger should satisfy the other technical requirements to qualify as a ‘reorganization ’ within the meaning of Section 368(a)(2)(E ) of the Code ….” Your proposed disclosure appears to continue to include representations as to the tax consequences of the merger . Please file a tax opinion as an exhibit to your registration statement .
Randal Kirk Intrexon Corporation May 5, 2017 Page 2
Please contact Michael Killoy at (202) 551 - 7576 or David Link at (202) 551 -3356 with any questions.
Sincerely,
/s/ David Link for
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Mail Stop 3561 May 5, 2017 Via E -mail Randal J. Kirk Chief Executive Officer Intrexon Corporation 20374 Seneca Meadows Parkway Germantown, Maryland 20876 Re: Intrexon Corporation Supplemental Response to the Registration Statement on Form S-4 Submitted May 4, 2017 File No. 333-216808 Dear Mr. Lehr: We have reviewed your supplemental response to the amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not bel ieve an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our April 13, 2017 letter . Material U.S. federal income tax consequences of the merger, page 87 1. We note your proposed disclosure on page 12 and 87 stating that “Intrexon and GenVec anticip ate that sufficient qualifying merger consideration will ultimately be issued such that the control test will be satis fied and that the merger will qualify as a reorganization. ” We also note your propo sed disclosure that “Intrexon and GenVec anticipate that the merger should satisfy the other technical requirements to qualify as a ‘reorganization ’ within the meaning of Section 368(a)(2)(E ) of the Code ….” Your proposed disclosure appears to continue to include representations as to the tax consequences of the merger . Please file a tax opinion as an exhibit to your registration statement . Randal Kirk Intrexon Corporation May 5, 2017 Page 2 Please contact Michael Killoy at (202) 551 - 7576 or David Link at (202) 551 -3356 with any questions. Sincerely, /s/ David Link for John Reynolds Assistant Director Office of Beverages, Apparel, and Mining cc: Corby J. Baumann Thompson Hine LLP