8-K

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): May 4, 2016

INTREXON CORPORATION

(Exact Name of Registrant as Specified in Charter)

Virginia	001-36042	26-0084895
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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 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))

Item 7.01 Regulation FD Disclosure.

On May 4, 2016, Intrexon Corporation (the “Company”) issued a press release announcing the formation of a new subsidiary, Intrexon Crop Protection, Inc. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.

Attached are presentation slides concerning the new subsidiary. The presentation slides are furnished herewith as Exhibit 99.2 and are incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and the exhibits furnished hereunder will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as will be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.

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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.

Date: May 4, 2016

INTREXON CORPORATION
By:	/s/ Donald P. Lehr
	Donald P. Lehr Chief Legal Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 4, 2016.
99.2	Presentation dated May 4, 2016.

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EX-99.1

Exhibit 99.1

Intrexon Establishes Crop Protection Enterprise

Intrexon Crop Protection Intended to Become Standalone Public Company

Davis, CA, May 4, 2016 – Intrexon Corporation (NYSE: XON), a leader in synthetic biology, today announced the formation of Intrexon Crop Protection (ICP), a wholly-owned subsidiary dedicated to the biological control of agricultural pests and diseases, including insects and fungi. Through the utilization of two proprietary technologies within Intrexon’s platform, ICP’s approach will precisely target single pest species avoiding the off-target effects of conventional pesticide applications on the broader ecosystem.

Randal J. Kirk, Intrexon’s Chairman and CEO stated, “Considering the robustness of our engineered biological crop protection solutions pipeline, the interest received in each of our two contributing platforms, the scarcity of other workable new technologies, the ongoing consolidation of the mature companies in the sector, the increasing reliance by food growers on a decreasingly effective set of marketed solutions, the enormous size of the available markets for better crop protection solutions and the efficiencies that we believe will be realized by marshalling development of the resultant products under one enterprise management team, I am pleased to announce this milestone event in our Company’s history.”

“The newly formed Intrexon Crop Protection subsidiary will utilize Intrexon’s platforms to help protect growers’ crops through biological control of agricultural pests, highlighted by a fully differentiated self-limiting insect platform and a proprietary approach for the expression of nucleic acids and peptides,” said Corey Huck, SVP and Head of Intrexon’s Food Sector. “The protection of harvests is critical given population growth and the declining efficiency of traditional practices.”

Each year as much as 16% of global crop production is lost to damage from agricultural pests and diseases, and industry reports estimate that the insecticide and fungicide markets will reach a combined $40 billion by 2019. Rising resistance to various approaches including chemical pesticides as well as genetically modified crops is creating additional challenges for the industry. Furthermore several useful chemical pesticides have been, or are being, phased out due to concerns about their negative impact on human health, livestock, and the environment.

ICP is centered on cutting-edge technologies that have the potential to improve agricultural productivity in an environmentally friendly manner, driving value for growers and consumers alike. To this end, ICP will employ Oxitec’s diverse self-limiting gene platform for insect control as well as the ActoBiotics^® Lactococcus lactis system for the expression of targeted biologicals to develop species-specific agricultural pest and disease management programs.

ICP’s pipeline of insect and fungal control programs will offer protection in both large acre row crops and high value specialty crops such as fruits and vegetables. These solutions are in various stages of development including ongoing as well as successfully completed field trials.

Several common agricultural pests have developed resistance to chemical pesticides and GM crops, while certain chemicals used to treat others have been suspended due to safety concerns leaving growers with fewer tools to protect their crops. One such threat is the highly invasive diamondback moth that has shown resistance to multiple insecticides. According to a BioMed Central Biology publication, ICP’s self-limiting platform was successful in rapidly suppressing the diamondback moth population and could offer an effective, versatile control option against this and other agricultural pests.

Sekhar Boddupalli, Ph.D., Intrexon’s current Vice President, Food and Nutrition, will serve as President of the new company from ICP’s Davis, California facility. With over 20 years of experience in biotechnology, consumer products, and drug discovery, he is a leader with strategic vision and entrepreneurial skills that will be instrumental in his new role. Prior to joining Intrexon in 2015, Dr. Boddupalli spent fifteen years at the Monsanto Company where he most recently served as Global Consumer R&D Lead in the Vegetable Seeds Division. Also joining ICP will be Simon Warner, Ph.D., Oxitec’s current Chief Science Officer who will oversee research on self-limiting insects for both companies.

Dr. Boddupalli added, “In addition to their economic impact, agriculture pests themselves have become a major threat to the biodiversity of food crops, such as citrus, banana and other produce. There is a dire need for novel crop protection solutions that improve production without impacting the environment. ICP innovation seeks to deliver solutions that are synergistic with current practices, benefitting growers and consumers while preserving a healthier planet.”

Supplemental information on ICP in the form of a slide presentation is available in the Investors section of Intrexon’s website at http://investors.dna.com/, and additional details regarding ICP will be shared on the Company’s upcoming quarterly conference call scheduled for May 10^th, 2016.

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.

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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Intrexon Contacts:

Investor Contact:

Christopher Basta

Vice President, Investor Relations

Tel: +1 (561) 410-7052

investors@intrexon.com

Corporate Contact:

Marie Rossi, Ph.D.

Senior Manager, Technical Communications

Tel: +1 (301) 556-9850

publicrelations@intrexon.com

EX-99.2

Intrexon Crop Protection May 4, 2016 Exhibit 99.2

Safe Harbor Safe Harbor Statement Some of the statements made in this presentation are forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe harbor Provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based upon Intrexon’s current expectations and projections about future events and generally relate to Intrexon’s plans, objectives and expectations for the development of Intrexon’s 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 presentation. These risks and uncertainties include, but are not limited to, (i) Intrexon’s current and future ECCs and joint ventures; (ii) Intrexon’s ability to successfully enter new markets or develop additional products, whether with its collaborators or independently; (iii) actual or anticipated variations in Intrexon’s operating results; (iv) actual or anticipated fluctuations in Intrexon’s competitors’ or its collaborators’ operating results or changes in their respective growth rates; (v) Intrexon’s cash position; (vi) market conditions in Intrexon’s industry; (vii) Intrexon’s ability, and the ability of its collaborators, to protect Intrexon’s intellectual property and other proprietary rights and technologies; (viii) Intrexon’s ability, and the ability of its collaborators, to adapt to changes in laws or regulations and policies; (ix) the rate and degree of market acceptance of any products developed by a collaborator under an ECC or through a joint venture; (x) Intrexon’s ability to retain and recruit key personnel; (xi) Intrexon’s expectations related to the use of proceeds from its public offerings and other financing efforts; (xii) Intrexon’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and (xiii) Intrexon’s expectations relating to its subsidiaries and other affiliates. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Intrexon’s actual results to differ from those contained in the forward-looking statements, see the section entitled ”Risk Factors“ in Intrexon’s Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in Intrexon’s subsequent filings with the Securities and Exchange Commission. All information in this presentation is as of the date of the release, and Intrexon undertakes no duty to update this information unless required by law. © 2016 Intrexon Corp. All rights reserved. Intrexon Corporation is sharing the following materials for informational purposes only. Such materials do not constitute an offer to sell or the solicitation of an offer to buy any securities of Intrexon. Any offer and sale of Intrexon’s securities will be made, if at all, only upon the registration and qualification of such securities under all applicable federal and state securities laws or pursuant to an exemption from such requirements. The attached information has been prepared in good faith by Intrexon. However, Intrexon makes no representations or warranties as to the completeness or accuracy of any such information. Any representations or warranties as to Intrexon shall be limited exclusively to any agreements that may be entered into by Intrexon and to such representations and warranties as may arise under law upon distribution of any prospectus or similar offering document by Intrexon.

Intrexon Crop Protection (“ICP”) provides new and effective solutions for biological control of agricultural pests by employing a multifaceted approach that includes the Oxitec and ActoBiotics® platforms Oxitec’s diverse self-limiting gene platform Pipeline of 6 self-limiting insect targets in development The ActoBiotics® platform for expression of targeted biological pesticides Pipeline of 8 pest targets for both large acre row crops and high value specialty crops (fruits and vegetables) Competitive advantages of ICP products Precise pest control with limited off-target environmental impact and low residue Potential for superior efficacy and avoidance of insect resistance Capable and experienced leadership and team with continued Intrexon support President Sekhar Boddupalli, Intrexon’s current AgBio Division Head Growing and dedicated team of employees Ability to manage and navigate evolving regulatory processes Continued utilization of Intrexon’s resources, including Oxitec (England), ActoBiotics® (Belgium) and Intrexon Labs Hungary Overview of Intrexon Crop Protection (ICP)

As a stand-alone business, ICP is focused on the discovery, development and commercialization of targeted biological crop protection solutions, allowing ICP to: Establish itself as a biological crop protection solution company and emerging leader in the field Align product candidates under a single roof and management team to capitalize on regulatory, manufacturing, developmental and commercialization efficiencies Enhance value for global crop producers and consumers through creation of a suite of pest control solutions Allocate capital and resources to both Oxitec’s self-limiting insect and Intrexon’s ActoBiotics® platforms to commercialize and drive innovation Expand upon existing and further develop new collaborations Strategic Business Rationale

While the crop protection market continues to grow at more than 5% annually, current conventional insecticides and fungicides are losing value due to increased pest resistance and off-target environmental effects Large Opportunities in Agricultural Insect and Fungal Control > $20 Billion Spent Annually on Conventional Fungicides > $10 Billion Spent Annually on Insecticides 10% - 16% Global Food Production Lost to Insect Crop Damage 125 MT Global Production Lost in Major Crops to Fungal Pathogens Current Market Need for New Products Significant portion of GM crops are reliant on Bt, yet insects are developing resistance Several pests are major threats to the biodiversity of crops such as citrus, banana and others

ICP’s Demonstrated Self-Limiting Insect Technology Successful published field trials in USA and Morocco, including data in Bt-resistant Diamondback Moth and Medfly 10+ years of platform development Self-limiting platform prevents offspring from developing into reproductive adults, resulting in population suppression Diamondback Moth Medfly Bt Bt Larvae 40% Bt-resistant Larvae 90% Bt-resistant Oxitec/Cornell University glasshouse cage trials, diamondback moth Harvey-Samuel et al. 2015 BMC Biology No Bt + Standard Rate of Oxitec moths Bt + Low Rate of Oxitec moths BT crop without Oxitec moths Netted field trials, Oxitec medfly vs chemical treatment, Morocco, 2015 Mango – Oxitec Medfly Mango – Control Oxitec’s self-limiting platform has shown efficacy in pests in agriculture applications

Products Crop R&D Phase I trial (Efficacy/ safety) Phase II trial (Efficacy) Pilot commercial trial Registration Medfly Hard Fruit Diamondback Moth Brassica Pink Bollworm Cotton D. Suzukii Soft Fruit Olive Fly Olives Confidential Target ICP’s Current Self-Limiting Insect Pipeline Morocco Australia/Brazil USA ICP’s pipeline of self-limiting insects covers a multitude of end markets with multiple assets poised for continued development and value inflection in the next 3-5 years

Intrexon’s ActoBiotics® Platform Intrexon’s ActoBiotics® platform enables a novel approach to targeted pest control ActoBiotics® platform utilizes Lactococcus lactis, an eco-friendly GRAS microbe that demonstrates the ability to uniquely deliver active molecules such as peptides and nucleic acids ICP’s proof-of-concept studies indicate targeted activity of dsRNA against pests Designed to avoid off-target effects as well as improve efficacy of conventional pesticide applications Pipeline includes 8 pest targets with broad market potential Downy Mildew Lettuce Basil Fusarium Wilt Banana Wheat

ICP Team and Facility The ICP team is led by President Sekhar Boddupalli and a group of experienced colleagues with a track record of success President Sekhar Boddupalli 20+ years of R&D experience in biotechnology, consumer products, and drug discovery 24 peer reviewed publications and 35 patents Former Global Consumer R&D lead for Monsanto Vegetable Seeds Division ICP Facilities and Resources Dedicated and growing team of employees Facility in Davis, CA Continued utilization of Intrexon’s scientific and operational resources