8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2015 (September 4, 2015)

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):

c	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
c	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
c	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
c	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Amendment No. 1 to Form 8-K amends our Form 8-K dated September 4, 2015, originally filed with the Securities and Exchange Commission on September 8, 2015 (the “Original Report”). We filed the Original Report to report, among other things, our acquisition, effective as of September 4, 2015, of Oxitec Limited, a company incorporated in England and Wales (“Oxitec”), in accordance with the terms of the previously disclosed Agreement for the Acquisition of the Entire Issued and To Be Issued Share Capital of Oxitec Limited, filed as Exhibit 2.1 to the Original Report. As permitted by Items 9.01(a)(4) and 9.01(b)(2), we are filing this amendment to include the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b).

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

In accordance with Rule 3-05(a)(1)(i) of Regulation S-X, filed herewith (and incorporated herein by reference) are the following financial statements of Oxitec:

• Exhibit 99.1 – Audited Consolidated Financial Statements of Oxitec Limited for the year ended December 31, 2014.

• Exhibit 99.2 – Unaudited Condensed Consolidated Financial Statements of Oxitec Limited as of June 30, 2015 and for the six months ended June 30, 2015 and 2014.

(b) Pro Forma Financial Information.

In accordance with Rule 11-01(a)(1) of Regulation S-X, filed herewith (and incorporated herein by reference) as Exhibit 99.3 is unaudited pro forma condensed combined consolidated financial information of Intrexon Corporation and Oxitec, giving effect to certain pro forma events related to the acquisition. It does not purport to project future financial position or operating results of the post-acquisition combined company. The unaudited pro forma condensed combined consolidated statements of operations are for the six months ended June 30, 2015 and for the year ended December 31, 2014. The unaudited pro forma condensed combined consolidated balance sheet is as of June 30, 2015.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

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

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: October 28, 2015

INTREXON CORPORATION
By:	/s/ Rick L. Sterling
	Rick L. Sterling
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of PricewaterhouseCoopers LLP.
99.1	Audited Consolidated Financial Statements of Oxitec Limited for the year ended December 31, 2014.
99.2	Unaudited Condensed Consolidated Financial Statements of Oxitec Limited as of June 30, 2015 and for the six months ended June 30, 2015 and 2014.
99.3	Unaudited Pro forma Condensed Combined Consolidated Financial Information of Intrexon Corporation and Oxitec Limited consisting of: unaudited pro forma condensed combined consolidated statement of operations for the six months ended June 30, 2015; unaudited pro forma condensed combined consolidated statement of operations for the year ended December 31, 2014; unaudited pro forma condensed combined consolidated balance sheet as of June 30, 2015; and notes to the unaudited pro forma condensed combined consolidated financial statements.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-190614, 333-196840, and 333‑205642) and Registration Statement on Form S-3 (No. 333-198598) of Intrexon Corporation of our report dated September 9, 2015 relating to the consolidated financial statements of Oxitec Limited, which appear in the Current Report on Form 8-K of Intrexon Corporation dated September 4, 2015, as amended by this Current Report on Form 8‑K/Aof Intrexon Corporation dated October 28, 2015.

/s/ PricewaterhouseCoopers LLP

Reading, United Kingdom

October 27, 2015

EX-99.1

Exhibit 99.1

Consolidated

Financial Statements

Oxitec Limited

For the year ended 31 December 2014

Oxitec Limited

Company Information
Directors	Dr L S Alphey (Resigned September 4th 2015) B G Morton (Resigned September 4th 2015) L T Clay (Resigned September 4th 2015) E D K Mott (Resigned September 4th 2015) H St P Parry Dr C G J Richards (Resigned September 4th 2015) W G McAfee (Resigned September 4th 2015) Dr C Towler (Resigned September 4th 2015) Christian Ulrich (Appointed September 4th 2015) Rick Sterling (Appointed September 4th 2015)
Company secretary	W J R Fleming (Resigned September 4th 2015)
Registered number	04512301
Registered office	Second Floor, Park Gate 25 Western Avenue Milton Park Abingdon OXFORD OX14 4SH
Independent auditors	PricewaterhouseCoopers LLP One Reading Central 23 Forbury Road READING RG1 3JH
Bankers	Santander Corporate & Commercial Banking Santander UK plc 1st Floor, 121 St Aldates OXFORD OX1 1HB HSBC Bank Plc 16 Cornmarket Street OXFORD OX1 3HY
Solicitors	Wilmer Hale Second Floor, Park Gate 25 Western Avenue Milton Park OXFORD OX14 4SH

Oxitec Limited

Contents

	Page(s)
Independent Auditors’ Report	4
Consolidated Profit and Loss Account	5
Consolidated Statement of Total Recognised Gains and Losses	6
Consolidated Balance Sheet	7
Consolidated Cash Flow Statement	8
Reconciliation of Net Cash Flow to Movement in Net Debt	8
Notes to the Consolidated Financial Statements	9–21

Oxitec Limited

Independent Auditors’ Report

To the Board of Directors of Oxitec Limited

We have audited the accompanying consolidated financial statements of Oxitec Limited and its subsidiaries, which comprise the consolidated balance sheet as of 31 December 2014, and the related consolidated profit and loss account, statement of total recognised gains and losses, cash flow statement, reconciliation of net cash flow to movement in net debt, and notes to the financial statements for the year then ended.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Financial Reporting Standard for Smaller Entities (Effective April 2008) and the Companies Act 2006 applicable to small groups (together “United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities”); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above:

• give a true and fair view of the state of the Company’s affairs as at 31 December 2014 and of its loss and cash flows for the year then ended; and

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities.

Emphasis of matter

We draw attention to Note 22, which reconciles the results for the period from United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities (FRSSE) to accounting principles generally accepted in the United States of America (US GAAP). Significant differences exist between United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities and US GAAP. Our opinion is not modified with respect to this matter.

Other matter

We draw attention to the fact that these financial statements have not been prepared under section 394 of the Companies Act 2006 and are not the company’s statutory financial statements.

/s/ PricewaterhouseCoopers LLP

Reading, United Kingdom

9 September 2015

Page 4

Oxitec Limited

Consolidated Profit and Loss Account

For the year ended 31 December 2014

		2014
	Note	£
Turnover		-
Administrative expenses		(4,810,460)
Other operating income	2	525,683
Operating loss	3	(4,284,777)
Interest receivable and similar income	5	13,004
Interest payable and similar charges	6	(99,378)
Loss on ordinary activities before taxation		(4,371,151)
Tax credit on loss on ordinary activities	7	379,587
Loss for the financial year	13	(3,991,564)

All results relate to continuing operations.

There are no material differences between the loss on ordinary activities before taxation and the loss for the financial year stated above and their historical cost equivalents.

The notes on pages 9 to 21 form part of these financial statements.

Page 5

Oxitec Limited

Consolidated Statement of Total Recognised Gains and Losses

For the year ended 31 December 2014

	2014
	£
Loss for the financial year	(3,991,564)
Exchange losses on foreign currency translation	(79,667)
Total recognised losses relating to the year	(4,071,231)

The notes on pages 9 to 21 form part of these financial statements.

Page 6

Oxitec Limited

Consolidated Balance Sheet

As at 31 December 2014

			2014
	Note	£	£
Fixed assets
Tangible assets	8		692,793
Investments	9		13,347
			706,140
Current assets
Debtors	10	527,100
Investments	9	754,142
Cash at bank and in hand		2,676,497
		3,957,739
Creditors: amounts falling due within one year	11	(4,747,715)
Net current liabilities			(789,976)
Total assets less current liabilities			(83,836)
Net liabilities			(83,836	)
Capital and reserves
Called up share capital	12		6,661
Share premium account	13		20,790,841
Profit and loss account	13		(20,881,338)
Total shareholders' deficit	14		(83,836)

The notes on pages 9 to 21 form part of these financial statements.

Page 7

Oxitec Limited

Consolidated Cash Flow Statement

For the year ended 31 December 2014

		2014
	Note	£
Net cash outflow from operating activities	16	(4,050,558)
Returns on investment and servicing of finance
Interest received		9,342
Net cash inflow from returns on investments and servicing of finance		9,342
Tax received		379,587
Capital expenditure and financial investment
Purchases of tangible fixed assets		(552,072)
Increase in investment in Genefirst Limited		(5,091)
Net cash outflow for capital expenditure and financial investment		(557,163)
Net cash outflow before use of liquid resources and financing		(4,218,792)
Management of liquid resources
Purchases of short term deposits		(754,142)
Net cash outflow from management of liquid resources		(754,142)
Financing
Issue of ordinary share capital		6,040,816
Increase in borrowings		177,976
Net cash inflow from financing		6,218,792
Increase in cash and cash equivalents		1,245,858
Reconciliation of net cash flow to movement in net debt
Increase in cash and cash equivalents		1,245,858
Movement in liquid resources		754,142
Movement in borrowings		(177,976)
Other non-cash changes		(99,378)
Change in net debt		1,722,646
Net debt at the beginning of the year		(2,131,964)
Net debt at the end of the year	17	(409,318)

The notes on pages 9 to 21 form part of these financial statements.

Page 8

Oxitec Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2014

1.    Accounting policies

Principal activities

The principal activity of Oxitec Limited (the “Company”) and subsidiaries (“the Group”, “Oxitec”or “we”) during the year was research and development in biotechnology. Oxitec is a pioneer in controlling insects that spread disease and damage crops. Through world class science we have developed an innovative new solution to controlling harmful insect pests.

Basis of preparation of financial statements

These financial statements have been prepared solely for the purpose of meeting the requirements of U.S. Securities and Exchange Commission (“SEC”) Rule 3-05 of Regulation S-X following the acquisition of Oxitec by Intrexon Corporation (“Intrexon”) on 27 August 2015. These financial statements are not the statutory financial statements of the Company or Group. Accordingly, these financial statements do not present information on Oxitec Limited as a separate legal entity. These non-statutory financial statements have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (Effective April 2008) and the Companies Act 2006 applicable to small groups (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities) which have been applied consistently (except as otherwise stated).

The financial statements are prepared under the historical cost convention. No comparative information has been presented in these financial statements as no comparatives are required under SEC Rule 3-05 of Regulation S-X. However, this is a departure from generally accepted accounting practice in the United Kingdom as comparative figures are required.

US GAAP

Significant differences exist between United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities and US Generally Accepted Accounting Principles (US GAAP). The US GAAP results for the period and the effect on Group total shareholders' funds are set out in Note 22.

Consolidation

The consolidated financial statements include the results of the company and its subsidiary undertakings made up to the end of the financial year. Intra-group transactions are excluded on consolidation and sales and profit figures relate to external transactions only.

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. Since the year end, the Company has raised £4,553,800 of additional working capital through an issue of shares to existing and new investors. Following the acquisition of the Company by Intrexon, the directors have also received a letter of support from Intrexon to provide the Company with sufficient resources to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements. Accordingly, the directors consider that the going concern assumption is appropriate.

Research and development

Research and development expenditure is written off in the year in which it is incurred. Research and development tax credits are recognised on a receipt basis.

Page 9

Oxitec Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2014

1.    Accounting policies (continued)

Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & machinery	-	5 years
Office equipment	-	3 years

Assets in the course of construction are included in tangible fixed assets as construction in progress on the basis of expenditure incurred at the balance sheet date and are not depreciated until brought into use.

Investments

Investments held as fixed assets are shown at cost less provision for impairment.

Operating leases

Rentals under operating leases are charged to the profit and loss account on a straight line basis over the lease term.

Foreign currencies

Profit and loss account of the overseas subsidiary undertakings are translated at average exchange rates for the year. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date. Differences arising from the re-translation of the opening net investment in the overseas subsidiary undertakings to year end rates are taken to reserves.

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.

Exchange gains and losses are recognised in the profit and loss account.

Government and other grants

Government and other grants of a revenue nature are credited to the Profit and loss account in the same period as the related expenditure is incurred. Where there is significant uncertainty over the timing or amount of grant income, this is only recognised on a receipts basis.

Pensions

The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Group to the fund in respect of the year. The assets of the scheme are held separately from those of the Group.

The Group Auto-enrolment staging date is October 2015 and actions are underway to complete implementation in Quarter 3 2015.

Page 10

Oxitec Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2014

1.    Accounting policies (continued)

Deferred taxation

Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation. A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax assets and liabilities are not discounted.

Financial instruments

Convertible loan notes are held as liabilities on the face of the balance sheet, split between current and non-current, dependant on the maturity date of the loan notes. The liability is recognised at the principal amount plus any accrued interest or compounded interest accruable on the loan notes.

2.    Other operating income

	2014
	£
Grant income	516,336
Other miscellaneous	9,347
	525,683

3.    Operating loss

The operating loss is stated after charging:
	2014
	£
Staff costs	2,368,242
Depreciation of tangible fixed assets: -     Owned by the Group	104,795
Loss on disposal of fixed assets	9,637
Auditors’ remuneration	18,000
Research and development expenditure	264,415
Operating lease expenditure         - Land and buildings         - Office equipment	236,651 8,052

4.    Directors' remuneration

	2014
	£
Aggregate remuneration	321,228

No pension contributions were made in respect of directors during the year.

Page 11

Oxitec Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2014

5. Interest receivable and similar income
	2014
	£
Foreign exchange gains	3,662
Other interest receivable	9,342
	13,004

6. Interest payable and similar charges
	2014
	£
Interest payable on convertible loans	99,378
	99,378

7. Tax on loss on ordinary activities
	2014
	£
Research and development tax credit	379,587
	379,587

Unrelieved tax losses of approximately £15,000,000 remain available for offset against future taxable trading profits, prior to any research and development tax relief claims for the current year. The Group has not recognised any deferred tax asset in respect of these losses due to there being significant uncertainty regarding the recovery of these losses against taxable trading profits in the forseeable future.

Page 12

Oxitec Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2014

8.     Tangible assets

	Plant & Machinery	Office Equipment	Construction in progress	Total
	£	£	£	£
Cost
At 1 January 2014	572,616	147,434	-	720,050
Additions	128,333	54,265	369,474	552,072
Disposals	(242,752)	(65,303)	-	(308,055)
At 31 December 2014	458,197	136,396	369,474	964,067
Accumulated depreciation
At 1 January 2014	368,356	96,541	-	464,897
Charge for the year	79,653	25,142	-	104,795
Disposals	(242,752)	(55,666)	-	(298,418)
At 31 December 2014	205,257	66,017	-	271,274
Net book value
At 31 December 2014	252,940	70,379	369,474	692,793
At 31 December 2013	204,260	50,893	-	255,153

Page 13

Oxitec Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2014

9.    Investments

Subsidiary undertakings

The Company holds 100% of the ordinary shares of the following subsidiary undertakings:

Name	Country of Incorporation
Oxitec Singapore pte	Singapore
Oxitec Sdn Bhd	Malaysia
Oxitec Inc	USA
Oxitec do Brasil Tecnologia de Insetos Ltda	Brazil

The principal activity of Oxitec do Brasil Tecnologia de Insetos Ltda is research and development. All other subsidiaires have no significant activity.

The aggregate of the share capital and reserves as at 31 December 2014 and of the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

	Aggregate of
	share capital and
Name	reserves	Profit/(loss)
	£	£
Oxitec Singapore pte	(52,007)	(4,673)
Oxitec Sdn Bhd	(314,487)	(5,605)
Oxitec Inc	-	-
Oxitec Do Brasil Participacoes LTDA	(821,961)	(707,913)

Investment in Genefirst Limited

The Company also has an investment in Genefirst Limited (“Genefirst”), a company incorporated in the UK which is recognised at cost of £13,347. At 31 December 2014 this investment represented 19% of the ordinary share capital of Genefirst. On 7 January 2015 Genefirst raised additional equity capital, reducing the Company’s interest to 12% of the issued shares of Genefirst.   Genefirst had share capital and reserves of £100,848 at 31 December 2014 and made a loss of £67,000 for the year ended 31 December 2014.

Current asset investments	2014
	£
Time deposit investment	754,142
The current asset investment balance relates to a short-term time deposit amount due within one year.

Page 14

Oxitec Limited

Notes to the consolidated financial statements

For the year ended 31 December 2014

10. Debtors
	2014
	£
Due within one year
Prepayments and accrued income	247,750
Other debtors	279,350
	527,100

11. Creditors: Amounts falling due within one year

	2014
	£
Convertible loans	3,839,957
Trade creditors	183,131
Taxation and social security	60,623
Other creditors	664,004
	4,747,715

The convertible loan balance includes £3,078,156, principal plus accrued interest, provided by East Hill Venture Fund LP (“East Hill”). Further details of this balance are given in note 19. The remaining £761,801 of convertible loan relates to a loan from the Wellcome Trust which is convertible at the holders option into ordinary shares at a discount of 20% to the most recent funding round. During the year, interest charges of £99,378 were accrued and added to the amount of the outstanding loans. Interest accrues at a fixed interest rate of 4% above six month U.S. dollar LIBOR as at 27 June 2013 and 2% above three month sterling LIBOR as at 3 February 2010 on the East Hill and Welcome Trust loans respectively. Prior to 29 June 2013, interest accrued at a fixed rate of 2% above three month sterling LIBOR as at 27 June 2008 on £1,500,000 of the East Hill loan, and 3% above three month sterling LIBOR as at 2 June 2009 on £750,000 of the East Hill loan.

Page 15

Oxitec Limited

Notes to the consolidated financial statements

For the year ended 31 December 2014

12.    Called up share capital

	2014
	£
Allotted, called up and fully paid
666,094 Ordinary shares of £0.01 each	6,661

During the course of the year, the Company issued of 131,872 Ordinary shares of £0.01 each, in order to provide additional working capital. The difference between the total consideration of £6,040,816 and the total nominal value of £1,319, being £6,039,497, has been credited to the share premium account.

13.    Reserves

	Share premium account	Profit and loss account
	£	£
At 1 January 2014	14,751,344	(16,810,107)
Loss for the financial year	-	(3,991,564)
Exchange losses on foreign currency translation	-	(79,667)
Premium on shares issued during the year	6,039,497	-
At 31 December 2014	20,790,841		(20,881,338)

14.    Reconciliation of movements in shareholders’ deficit

	2014
	£
Loss for the financial year	(3,991,564)
Exchange losses on foreign currency translation	(79,667)
Increase in share capital	1,319
Increase in share premium	6,039,497
Net decrease in shareholders’ deficit	1,969,585
Opening shareholders’ deficit	(2,053,421)
Closing shareholders’ deficit	(83,836	)

15.    Share options

The Company has granted a number of share options over ordinary shares to both employees and directors of the Company. Under the scheme, there are unexercised options over 64,135 shares at an exercise price of £5; 6,715 shares at an exercise price of £17.50; 1,000 shares at an exercise price of £18.48; and 9,000 shares at an exercise price of £47.00. Under the scheme, the options vest over a three to five year period at an equal annual percentage on the anniversary of the grant date and are exercisable within 5 years of being granted.

Page 16

Oxitec Limited

Notes to the consolidated financial statements

For the year ended 31 December 2014

15.    Share options (continued)

The following share options are held by the directors of the Company:

• Dr L S Alphey has interests in share options over 1,636 Ordinary shares of £0.01 each at an exercise price of £5.00 per share and further options over 6,715 Ordinary shares of £0.01 each at an exercise price of £17.50 per share

• E D K Mott has interests in share options over 1,000 Ordinary shares of £0.01 each at an exercise price of £18.48 per share

• H St P Parry has interests in share options over 15,024 Ordinary shares of £0.01 each at an exercise price of £5.00 per share and further options over 9,000 Ordinary shares of £0.01 each at an exercise price of £47.00 per share sce

• Dr CGJ Richards has interests in share options over 3,000 Ordinary shares of £0.01 each at an exercise price of £5.00 per share.

16.    Reconciliation of operating loss to net cash outflow from operating activities

	2014
	£
Operating loss	(4,284,777)
Increase in debtors	(261,738)
Increase in creditors	381,525
Depreciation expense	104,795
Loss on disposal of fixed assets	9,637
Net cash outflow from operating activities	(4,050,558	)

17.    Analysis of changes in net debt

	At 1 January 2014	Cash flows	Other changes	At 31 December 2014
	£	£	£	£
Cash and cash equivalents	1,430,639	1,245,858	-	2,676,497
Convertible loans	(3,562,603)	(177,976)	(99,378)	(3,839,957)
Current asset investments	-	754,142	-	754,142
Total	(2,131,964)	1,822,024	(99,378)	(409,318)

Page 17

Oxitec Limited

Notes to the consolidated financial statements

For the year ended 31 December 2014

18.    Financial commitments

At 31 December 2014 the Group has lease agreements in respect of properties and office equipment, for which the payments extend over a number of years.

Annual minimum lease commitments under non-cancellable operating leases expiring:

	Land and buildings	Other
	£	£
Within one year	-	-
Within two to five years	173,000	8,052
After five years	63,651	-
	236,651	8,052

19.    Related party transactions

During the year ended 31 December 2008, the Company was provided with a £1,500,000 unsecured convertible loan facility by East Hill, a business which is controlled by L T Clay, a director of Oxitec. During 2009, the Company was provided with and drew down a further £750,000 loan facility from East Hill secured by way of a debenture over the Company's assets. The loan facilities are convertible into ordinary shares at the lesser of £40 per share and the most recent funding round. During the year the loan facilities were amended and the maturity date extended to 27 June 2015. At 31 December 2014, all £2,250,000 of the loan facilities had been drawn down by the Company. During the year, interest charges of £99,378 were accrued and added to the amount of the outstanding loans. Total accrued interest amounts to £828,156 at 31 December 2014.

Fees totalling £91,788 have been paid to Oxford Capital Partners, a business which is under the control of E D K Mott, a director of Oxitec. Invoices totalling £15,000 for Non Executive Director services provided throughout 2014 for Oxford Capital Partners LLP (Edward Mott), and invoices totalling £24,000 for provision of services by a company, Talestris Ltd (Christopher Richards) were paid during 2014. Fees totalling £92,500 were accrued to L T Clay, a director of Oxitec. These fees remain unpaid.

20.    Post balance sheet events

During 2015, up until the date of approval of these financial statements, the Company issued 91,072 ordinary shares with a nominal value of 1p each in return for a total consideration of £4,553,800.

During July 2015 the Company’s loan facilities with East Hill were amended and the maturity date extended to 27 June 2017.

On 4 September 2015 all of the issued and to be issued share capital of the Company was acquired by Intrexon for total purchase consideration of $160 million which was settled in cash and Intrexon common stock shares.

On 4 September 2015 all of the directors of the Company with the sole exception of Hadyn Parry resigned.

On 4 September 2015 the Company secretary resigned.

Page 18

Oxitec Limited

Notes to the consolidated financial statements

For the year ended 31 December 2014

20.    Post balance sheet events (continued)

On 4 September 2015 Christian Ulrich and Rick Sterling were appointed directors of the Company

On 4 September 2015 all convertible loans were duly converted to a total of 99,769 ordinary shares and subsequently sold on the same date to Intrexon.

On 4 September 2015 all share options in issue, totalling options over 86,670 ordinary shares in Oxitec Ltd were exercised and the shares so issed sold on the same date to Intrexon.

On 4 September 2015 all exercisable warrant instruments in issue, totalling warrants to purchase 62,165 ordinary shares in Oxitec Ltd were exercised and the shares so issued sold on the same date to Intrexon.

21.    Ultimate parent company

The directors regard Intrexon Corporation, a company incorporated in the US, as the ultimate parent company and ultimate controlling party. Copies of the consolidated financial statements of Intrexon can be obtained from The Company Secretary, 20374 Seneca Meadows Parkway, Germantown, Maryland, 20876, United States of America.

Intrexon Corporation is the largest and smallest group of undertakings for which group financial statements are drawn up of which the Company is a member subsequent to its acquisition by Intrexon on 4^th September 2015. The immediate parent company of Oxitec is Intrexon UK Insect Holdings Limited.

Page 19

Oxitec Limited

Notes to the financial statements

For the year ended 31 December 2014

22.    Reconciliation from UK FRSSE to accounting principles generally accepted in the United States of America (“US GAAP”)

The accompanying consolidated financial statements of Oxitec have been prepared in accordance with the UK FRSSE as described in Note 1. The UK FRSSE differs in certain respects from the requirements of US GAAP. The effects of the application of US GAAP to Oxitec results, as determined under the UK FRSSE, are set out below.

	Year ended 31 December 2014 Profit & loss account	At 31 December 2014 Total shareholders’ deficit
	£	£
UK FRSSE results
Loss for the financial year	(3,991,564)	-
Total shareholders’ deficit	-	(83,836)
US GAAP adjustments:
a)    Share based compensation expense	(217,835)	-
b)    Convertible loans	(197,116)	(782,294)
Total US GAAP adjustments	(414,951)	(782,294)
Results under US GAAP	(4,406,515)	(866,130)

a) Share based compensation expense

Under the UK FRSSE, there is no requirement to recognise equity settled share based compensation expense. Under US GAAP, equity classified awards are recognised as compensation expense and are measured at the grant date fair value of the award over the vesting period. The Company has estimated the grant date fair value using the Black-Scholes-Merton option-pricing model.

b) Convertible loans

Under the UK FRSSE, financial instruments are classified as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement. Under the UK FRSSE the convertible loans are recognised as a liability at cost. Under US GAAP, the Company has elected to report its convertible loans under the Fair Value Option Subsections of FASB ASC Subtopic 825‑10, Financial Instruments—Overall, with changes in fair value reported in earnings. The profit and loss account adjustment of £197,116 and total shareholders’ deficit adjustment of £782,294 reflect the incremental impact of applying a fair basis of measurement to the amounts recorded under the UK FRSSE since the date that the instruments were issued.

Page 20

Oxitec Limited

Notes to the financial statements

For the year ended 31 December 2014

22.    Reconciliation from UK FRSSE to accounting principles generally accepted in the United States of America (“US GAAP”) (continued)

Cash flow statement for the year ended 31 December 2014

The consolidated cash flow statement of Oxitec has been prepared in accordance with UK GAAP. There are certain differences with regard to classification of items within the cash flow statement under US GAAP. Under UK GAAP cash flows are prepared separately for operating activities, returns on investments and servicing of finance, taxation, capital expenditure and financial investment, acquisitions and disposals, and financing. Under UK GAAP, cash is defined as cash in hand and deposits repayable on demand, less overdrafts repayable on demand. Under US GAAP, cash and cash equivalents are defined as cash and investments with original maturities of three months or less. The following table presents cash flows as classifoed under US GAAP.

	2014
	£
Cash flows from operating activities
Net loss	(4,406,515)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of tangible fixed assets	104,795
Loss on disposal of tangible fixed assets	9,637
Share based compensation expense	217,835
Unrealised losses on convertible loans measured at fair value	296,494
Other non-cash items	(3,662)
Changes in operating assets and liabilities:
Debtors	(261,738)
Creditors	381,525
Net cash used in operating activities	(3,661,629)
Cash flows from investing activities
Purchases of short term deposits	(754,142)
Purchases of tangible fixed assets	(552,072)
Increase in investment in Genefirst Limited	(5,091)
Net cash used in investing activities	(1,311,305)
Cash flows from financing activities
Proceeds from issuance of shares in a private placement	6,040,816
Advances from convertible loan facility	177,976
Net cash provided by financing activities	6,218,792
Net increase in cash and cash equivalents	1,245,858
Cash and cash equivalents
Beginning of year	1,430,639
End of year	2,676,497

Page 21

EX-99.2

Exhibit 99.2

Consolidated

Financial Statements

Oxitec Limited

For the six month period ended 30 June 2015

Oxitec Limited

Company Information
Directors	H St P Parry Christian Ulrich (Appointed September 4th 2015) Rick Sterling (Appointed September 4th 2015)
Registered number	04512301
Registered office	Second Floor, Park Gate 25 Western Avenue Milton Park Abingdon OXFORD OX14 4SH
Independent auditors	PricewaterhouseCoopers LLP One Reading Central 23 Forbury Road READING RG1 3JH
Bankers	Santander Corporate & Commercial Banking Santander UK plc 1st Floor, 121 St Aldates OXFORD OX1 1HB HSBC Bank Plc 16 Cornmarket Street OXFORD OX1 3HY
Solicitors	Wilmer Hale Second Floor, Park Gate 25 Western Avenue Milton Park OXFORD OX14 4SH

Oxitec Limited

Contents

	Page(s)
Consolidated Profit and Loss Account	4
Consolidated Statement of Total Recognised Gains and Losses	5
Consolidated Balance Sheet	6
Consolidated Cash Flow Statement	7
Reconciliation of Net Cash Flow to Movement in Net Debt	7
Notes to the Consolidated Financial Statements	8–18

Oxitec Limited

Consolidated Profit and Loss Account

For the six month period ended 30 June 2015

		Six month period ended 30 June 2015 Unaudited		Six month period ended 30 June 2014 Unaudited		Year ended 31 December 2014 Unaudited
	Note	£		£		£
Turnover		—		—		—
Administrative expenses	2	(2,894,409	)	(2,131,791	)	(4,810,460	)
Other operating income		250,264		275,567		525,683
Operating loss		(2,644,145	)	(1,856,224	)	(4,284,777	)
Interest receivable and similar income		4,412		4,154		13,004
Interest payable and similar charges		(49,280	)	(49,281	)	(99,378	)
Loss on ordinary activities before taxation		(2,689,013	)	(1,901,351	)	(4,371,151	)
Tax credit on loss on ordinary activities	3	529,621		379,587		379,587
Loss for the financial period	9	(2,159,392	)	(1,521,764	)	(3,991,564	)

All results relate to continuing operations.

There are no material differences between the loss on ordinary activities before taxation and the loss for the financial periods stated above and their historical cost equivalents.

The notes on pages 8 to 18 form part of these financial statements.

Page 4

Oxitec Limited

Consolidated Statement of Total Recognised Gains and Losses

For the six month period ended 30 June 2015

	Six month period ended 30 June 2015 Unaudited		Six month period ended 30 June 2014 Unaudited		Year ended 31 December 2014 Unaudited
	£		£		£
Loss for the financial period	(2,159,392	)	(1,521,764	)	(3,991,564	)
Exchange losses on foreign currency translation	(83,938	)	(10,128	)	(79,667	)
Total recognised losses relating to the period	(2,243,330	)	(1,531,892	)	(4,071,231	)

The notes on pages 8 to 18 form part of these financial statements.

Page 5

Oxitec Limited

Consolidated Balance Sheet

As at 30 June 2015

				Six month period ended 30 June 2015 Unaudited				Year ended 31 December 2014 Unaudited
	Note	£		£		£		£
Fixed assets
Tangible assets Investments	4			805,949 -				692,793 13,347
				805,949				706,140
Current assets
Debtors	6	951,337				527,100
Investments	5	759,000				754,142
Cash at bank and in hand		4,112,268				2,676,497
		5,822,605				3,957,739
Creditors: amounts falling due within one year	7	(4,461,667	)			(4,747,715	)
Net current assets / (liabilities)				1,360,938				(789,976)
Total assets less current liabilities				2,166,887				(83,836	)
Net assets / (liabilities)				2,166,887				(83,836	)
Capital and reserves
Called up share capital	8			7,588				6,661
Share premium account	9			25,283,967				20,790,841
Profit and loss account deficit	9			(23,124,668	)			(20,881,338	)
Total shareholders' funds / (deficit)	10			2,166,887				(83,836	)

The notes on pages 8 to 18 form part of these financial statements.

Page 6

Consolidated Cash Flow Statement

For the six month period ended 30 June 2015

		Six month period ended 30 June 2015 Unaudited		Six month period ended 30 June 2014 Unaudited		Year ended 31 December 2014 Unaudited
	Note	£		£		£
Net cash outflow from operating activities	11	(2,844,618	)	(1,945,145	)	(4,050,558	)
Returns on investment and servicing of finance
Interest received		555		4,154		9,342
Net cash inflow from returns on investments and servicing of finance		555		4,154		9,342
Tax received		-		-		379,587
Capital expenditure and financial investment
Purchases of tangible fixed assets Increase in investment in Genefirst Limited		(214,219) -		(87,562) -		(552,072) (5,091)
Net cash outflow for capital expenditure and financial investment		(214,219	)	(87,562	)	(557,163	)
Net cash outflow before use of liquid resources and financing		(3,058,282	)	(2,028,553	)	(4,218,792	)
Management of liquid resources
Purchases of short term deposits		-		-		(754,142	)
Net cash outflow from management of liquid resources		-		-		(754,142	)
Financing
Issue of ordinary share capital Increase in borrowings	9	4,494,053 -		6,053,933 -		6,040,816 177,976
Net cash inflow from financing		4,494,053		6,053,933		6,218,792
Increase in cash and cash equivalents		1,435,771		4,025,380		1,245,858
Reconciliation of net cash flow to movement in net debt
Increase in cash and cash equivalents		1,435,771		4,025,380		1,245,858
Movement in liquid resources Movement in borrowings Other non-cash changes		- - (44,422)		- - (49,280)		754,142 (177,976) (99,378)
Change in net debt		1,391,349		3,976,100		1,722,646
Net debt at the beginning of the period		(409,318	)	(2,131,963	)	(2,131,964	)
Net term cash/debt at the end of the period	12	982,031		1,844,137		(409,318	)

The notes on pages 8 to 18 form part of these financial statements.

Page 7

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

1. Accounting policies

Principal activities

The principal activity of Oxitec Limited (the “Company”) and subsidiaries (“the Group”, “Oxitec”or “we”) during the year was research and development in biotechnology. Oxitec is a pioneer in controlling insects that spread disease and damage crops. Through world class science we have developed an innovative new solution to controlling harmful insect pests.

Basis of preparation of financial statements

These financial statements have been prepared solely for the purpose of meeting the requirements of U.S. Securities and Exchange Commission (“SEC”) Article 11 of Regulation S-X following the acquisition of Oxitec by Intrexon Corporation (“Intrexon”) on 4 September 2015. This financial information is the unaudited consolidated interim financial information (hereafter the ‘Interim Financial Information’) of Oxitec Limited (“the Company”) and its subsidiaries (“the Group, “Oxitec” or “we”) for the six month period ended 30 June 2015. The Interim Financial Information has been prepared in accordance with ASB statement Half Yearly Reports (“the Statement”) and United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities (UK GAAP for SEs), except where the former requires disclosures which are not required by the latter. Whilst the Statement has been withdrawn by Financial Reporting Council, as the new UK standard for interim reporting (FRS 104) requires compliance with New UK GAAP but the Company and Group are not required to adopt New UK GAAP for the accounting period ending 31 December 2015, it remains the most appropriate framework. The Interim Financial Information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

The financial statements are prepared under the historical cost convention. There have been no changes to the accounting policies as contained in the annual consolidated financial statements as of and for the year ended 31 December 2014. In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods presented have been included. Operating results for the six months ended June 30, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

US GAAP

Significant differences exist between United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities and US Generally Accepted Accounting Principles (US GAAP). The US GAAP results for the period and the effect on Group total shareholders' funds are set out in Note 15.

Consolidation

The consolidated financial statements include the results of the company and its subsidiary undertakings made up to the six month period ending 30 June 2015. Intra-group transactions are excluded on consolidation and sales and profit figures relate to external transactions only. The Consolidated Financial Statements for the year ended 31 December 2014 are included in Intrexon Corporation’s 8-K/A filing dated 28 October 2015.

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. Following the acquisition of the Company by Intrexon,

Page 8

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

1. Accounting policies (continued)

the directors have received a letter of support from Intrexon to provide the Company with sufficient resources to meet its liabilities as they fall due. Accordingly, the directors consider that the going concern assumption is appropriate.

2. Directors' remuneration

Included within adminstrative expenses are the following amounts relating to directors’ remuneration:

	Six month period ended 30 June 2015 Unaudited	Six month period ended 30 June 2014 Unaudited	Year ended 31 December 2014 Unaudited
	£	£	£
Aggregate remuneration	136,425	158,691	321,228

No pension contributions were made in respect of directors during the year.

3. Tax on loss on ordinary activities

	Six month period ended 30 June 2015 Unaudited	Six month period ended 30 June 2014 Unaudited	Year ended 31 December 2014 Unaudited
	£	£	£
Research and development tax credit	529,621	379,587	379,587

Unrelieved tax losses of approximately £17,371,000 (June 2014: £13,587,000, December 2014: £15,000,000) remain available for offset against future taxable trading profits, prior to any research and development tax relief claims for the current year. The Group has not recognised any deferred tax asset in respect of these losses due to there being significant uncertainty regarding the recovery of these losses against taxable trading profits in the forseeable future.

Page 9

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

4. Tangible assets

	Plant & Machinery	Office Equipment	Construction in progress		Total
	£	£	£		£
Cost
At 1 January 2015	458,197	136,396	369,474		964,067
Additions	183,664	30,555	—		214,219
Transfers	369,474	—	(369,474	)	—
At 30 June 2015	1,011,335	166,951	—		1,178,286
Accumulated depreciation
At 1 January 2015	205,257	66,017	—		271,274
Charge for the period	86,414	14,649	—		101,063
At 30 June 2015	291,671	80,666	—		372,337
Net book value
At 30 June 2015	719,664	86,285	—		805,949
At 31 December 2014 At 30 June 2014	252,940 223,435	70,379 73,554	369,474 -		692,793 296,989

5.Investments

Current asset investments

	At 30 June 2015 Unaudited	At 31 Dec 2014 Unaudited
	£	£
Time deposit investment	759,000	754,142

The current asset investment balance relates to a short-term time deposit with an original maturity date of more than three months which is due within one year.

Page 10

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

6.Debtors

	At 30 June 2015 Unaudited	At 31 Dec 2014 Unaudited
	£	£
Due within one year
Prepayments and accrued income	228,707	247,750
R&D Tax credit	529,621	—
Other debtors	193,009	279,350
	951,337	527,100

7.Creditors: amounts falling due within one year

	At 30 June 2015 Unaudited	At 31 Dec 2014 Unaudited
	£	£
Convertible loans	3,889,237	3,839,957
Trade creditors	213,271	183,131
Taxation and social security	28,899	60,623
Other creditors	330,260	664,004
	4,461,667	4,747,715

The convertible loan balance includes £3,127,436, (2014: £3,078,156) principal plus accrued interest, provided by East Hill Venture Fund LP (“East Hill”). Further details of this balance are given in note 13. The remaining £761,801 (2014: £761,801) of convertible loans relates to a loan from the Wellcome Trust which is convertible at the holders option into ordinary shares at a discount of 20% to the most recent funding round. During the period, interest charges of £49,280 (2014: £99,378) were accrued and added to the amount of the outstanding loans. Interest accrues at a fixed interest rate of 4% above six month U.S. dollar LIBOR as at 27 June 2013 and 2% above three month sterling LIBOR as at 3 February 2010 on the East Hill and Welcome Trust loans respectively. Prior to 29 June 2013, interest accrued at a fixed rate of 2% above three month sterling LIBOR as at 27 June 2008 on £1,500,000 of the East Hill loan, and 3% above three month sterling LIBOR as at 2 June 2009 on £750,000 of the East Hill loan.

On 4 September 2015, all of the convertible loans converted into ordinary shares of the Company following the acquisition of all of the issued and to be issued share capital of the Company by Intrexon.

Page 11

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

8.Called up share capital

	At 30 June 2015 Unaudited	At 31 Dec 2014 Unaudited
	£	£
Allotted, called up and fully paid
758,759 (2014: 666,094) Ordinary shares of £0.01 each	7,588	6,661

During the course of the period, the Company issued of 91,326 ordinary shares in order to provide additional working capital and 1,339 ordinary shares as a result of the exercise of share options. The difference between the total consideration of £4,494,053 and the total nominal value of £927, being £4,493,126, has been credited to the share premium account.

9.Reserves

	Share premium account Unaudited	Profit and loss account Unaudited
	£	£
At 1 January 2015	20,790,841	(20,881,338	)
Loss for the financial period	—	(2,159,392	)
Exchange losses on foreign currency translation	—	(83,938	)
Premium on shares issued during the period	4,493,126	—
At 30 June 2015	25,283,967	(23,124,668	)

	£	£
At 1 January 2014	14,751,344	(16,810,107	)
Loss for the financial period	—	(1,521,764	)
Exchange losses on foreign currency translation	—	(10,128	)
Premium on shares issued during the period	6,052,614	—
At 30 June 2014	20,803,958	(18,341,999	)

	Share premium account Unaudited	Profit and loss account Unaudited
	£	£
At 1 January 2014	14,751,344	(16,810,107	)
Loss for the financial year	—	(3,991,564	)
Exchange losses on foreign currency translation	—	(79,667	)
Premium on shares issued during the year	6,039,497	—
At 31 December 2014	20,790,841	(20,881,338	)

During the second half of 2014, the Company recognised an additional expense of raising equity amounting to £13,117 resulting in a corresponding reduction of share premium.

Page 12

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

10.Reconciliation of movements in shareholders’ funds/(deficit)

	At 30 June 2015 Unaudited		At 31 Dec 2014 Unaudited
	£		£
Loss for the financial period	(2,159,392	)	(3,991,564	)
Exchange losses on foreign currency translation	(83,938	)	(79,667	)
Increase in share capital	927		1,319
Increase in share premium	4,493,126		6,039,497
Net decrease in shareholders’ deficit	2,250,723		1,969,585
Opening shareholders’ deficit	(83,836	)	(2,053,421	)
Closing shareholders’ funds/(deficit)	2,166,887		(83,836	)

11.Reconciliation of operating loss to net cash outflow from operating activities

	At 30 June 2015 Unaudited		At 30 June 2014 Unaudited		At 31 Dec 2014 Unaudited
	£		£		£
Operating loss	(2,644,145	)	(1,856,224	)	(4,284,777	)
Decrease / (increase) in debtors	117,731		(218,870	)	(261,738	)
(Decrease) / increase in creditors	(419,267	)	83,977		381,525
Depreciation expense Loss on disposal of fixed assets	101,063 -		45,972 -		104,795 9,637
Net cash outflow from operating activities	(2,844,618	)	(1,945,145	)	(4,050,558	)

Page 13

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

12.Analysis of changes in net debt

Unaudited	At 1 January 2015		Cash flows	Other changes		At 30 June 2015
	£		£	£		£
Cash and cash equivalents	2,676,497		1,435,771	—		4,112,268
Convertible loans	(3,839,957	)	—	(49,280	)	(3,889,237	)
Current asset investments	754,142		—	4,858		759,000
Total	(409,318	)	1,435,771	(44,422	)	982,031

Unaudited	At 1 January 2014		Cash flows	Other changes		At 30 June 2014
	£		£	£		£
Cash and cash equivalents	1,430,639		4,025,381	—		5,456,020
Convertible loans	(3,562,603	)	—	(49,280	)	(3,611,883	)
Total	(2,131,964	)	4,025,381	(49,280	)	1,844,137

Unaudited	At 1 January 2014		Cash flows		Other changes		At 31 December 2014
	£		£		£		£
Cash and cash equivalents	1,430,639		1,245,858		—		2,676,497
Convertible loans	(3,562,603	)	(177,976	)	(99,378	)	(3,839,957	)
Current asset investments	—		754,142		—		754,142
Total	(2,131,964	)	1,822,024		(99,378	)	(409,318	)

Page 14

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

13.Related party transactions

During the year ended 31 December 2008, the Company was provided with a £1,500,000 unsecured convertible loan facility by East Hill, a business which is controlled by L T Clay, a director of Oxitec. During 2009, the Company was provided with and drew down a further £750,000 loan facility from East Hill secured by way of a debenture over the Company's assets. The loan facilities are convertible into ordinary shares at the lesser of £40 per share and the most recent funding round. At 30 June 2015, all £2,250,000 of the loan facilities had been drawn down by the Company. During the period, interest charges of £49,280 (June 2014: £49,280 December 2014: £99,378) were accrued and added to the amount of the outstanding loans. Total accrued interest amounts to £877,436 at 30 June 2015 (June 2014: £778,025 December 2014: £828,156)

Fees totalling £18,690 (June 2014: £22,500 December 2014: £91,788) have been paid to Oxford Capital Partners, a business which is under the control of E D K Mott, a director of Oxitec.  Invoices totalling £7,500 (June 2014: £7,500 December 2014: £15,000) for Non Executive Director services provided throughout the six month period ended 30 June 2015 for Oxford Capital Partners LLP (Edward Mott), and invoices totalling £12,148 (June 2014: £12,400 December 2014: £24,000) for provision of services by a company, Talestris Ltd (Christopher Richards) were paid during the six month period ended 30 June 2015. Fees totalling £3,750 (June 2014: £3,750 December 2014: £7,500) were accrued to L T Clay, a director of Oxitec.

14.Post balance sheet events

During July 2015 the Company’s convertible loan facilities with East Hill were amended and the maturity date extended to 27 June 2017.

On 4 September 2015 all of the issued and to be issued share capital of the Company was acquired by Intrexon for total purchase consideration of $160 million which was settled in cash and Intrexon common stock shares.

On 4 September 2015 all of the directors of the Company with the sole exception of Hadyn Parry resigned.

On 4 September 2015 the Company secretary resigned.

On 4 September 2015 Christian Ulrich and Rick Sterling were appointed directors of the Company

On 4 September 2015 all convertible loans were duly converted to a total of 99,769 ordinary shares and subsequently sold on the same date to Intrexon.

On 4 September 2015 all share options in issue, totalling options over 86,670 ordinary shares in Oxitec Ltd were exercised and the shares so issed sold on the same date to Intrexon.

On 4 September 2015 all exercisable warrant instruments in issue, totalling warrants to purchase 62,165 ordinary shares in Oxitec Ltd were exercised and the shares so issued sold on the same date to Intrexon.

Page 15

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

15. Reconciliation from UK FRSSE to accounting principles generally accepted in the United States of America (“US GAAP”)

The accompanying consolidated financial statements of Oxitec have been prepared in accordance with the UK FRSSE as described in Note 1. The UK FRSSE differs in certain respects from the requirements of US GAAP. The effects of the application of US GAAP to Oxitec results, as determined under the UK FRSSE, are set out below.

	Six month period ended 30 June 2015 Profit & loss account Unaudited		At 30 June 2015 Total shareholders’ funds Unaudited
	£		£
UK FRSSE results
Loss for the financial period	(2,159,392	)	—
Total shareholders’ funds	—		2,166,887
US GAAP adjustments:
a)Share based compensation expense	(106,400	)	—
b)Convertible loans	(190,720	)	(973,014	)
Total US GAAP adjustments	(297,120	)	(973,014	)
Results under US GAAP	(2,456,512	)	1,193,873

	Year ended 31 December 2014 Profit & loss account Unaudited		At 31 December 2014 Total shareholders’ deficit Unaudited
	£		£
UK FRSSE results
Loss for the financial year	(3,991,564	)	-
Total shareholders’ deficit	—		(83,836	)
US GAAP adjustments:
a)Share based compensation expense	(217,835	)	—
b)Convertible loans	(197,116	)	(782,294	)
Total US GAAP adjustments	(414,951	)	(782,294	)
Results under US GAAP	(4,406,515	)	(866,130	)

Page 16

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

15. Reconciliation from UK FRSSE to accounting principles generally accepted in the United States of America (“US GAAP”) (continued)

	Six month period ended 30 June 2014 Profit & loss account Unaudited		At 30 June 2014 Total shareholders’ funds Unaudited
	£		£
UK FRSSE results
Loss for the financial period	(1,521,764	)	—
Total shareholders’ funds	—		2,468,620
US GAAP adjustments:
a)Share based compensation expense	(100,027	)	—
b)Convertible loans	(192,720	)	(777,898	)
Total US GAAP adjustments	(292,747	)	(777,898	)
Results under US GAAP	(1,814,511	)	1,690,722

a) Share based compensation expense

Under the UK FRSSE, there is no requirement to recognise equity settled share based compensation expense. Under US GAAP, equity classified awards are recognised as compensation expense and are measured at the grant date fair value of the award over the vesting period. The Company has estimated the grant date fair value using the Black-Scholes-Merton option-pricing model.

b) Convertible loans

Under the UK FRSSE, financial instruments are classified as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement. Under the UK FRSSE the convertible loans are recognised as a liability at cost. Under US GAAP, the Company has elected to report its convertible loans under the Fair Value Option Subsections of FASB ASC Subtopic 825‑10, Financial Instruments—Overall, with changes in fair value reported in earnings. The profit and loss account adjustment of £190,720 (June 2014: £192,720, December 2014: £197,116) and total shareholders’ funds adjustment of £973,014 (June 2014: £777,898, December 2014: £782,294) reflect the incremental impact of applying a fair basis of measurement to the amounts recorded under the UK FRSSE since the date that the instruments were issued.

Page 17

Oxitec Limited

Notes to the Consolidated Financial Statements

For the six month period ended 30 June 2015

15. Reconciliation from UK FRSSE to accounting principles generally accepted in the United States of America (“US GAAP”) (continued)

Cash flow statement for the six month period ended 30 June 2015

The consolidated cash flow statement of Oxitec has been prepared in accordance with UK GAAP. There are certain differences with regard to classification of items within the cash flow statement under US GAAP. Under UK GAAP cash flows are prepared separately for operating activities, returns on investments and servicing of finance, taxation, capital expenditure and financial investment, acquisitions and disposals, and financing. Under UK GAAP, cash is defined as cash in hand and deposits repayable on demand, less overdrafts repayable on demand. Under US GAAP, cash and cash equivalents are defined as cash and investments with original maturities of three months or less. The following table presents cash flows as classified under US GAAP.

	Six month period ended 30 June 2015 Unaudited		Six month period ended 30 June 2014 Unaudited
	£		£
Cash flows from operating activities
Net loss	(2,456,512	)	(1,814,511	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of tangible fixed assets	101,063		45,725
Share based compensation expense	106,400		100,027
Unrealised losses on convertible loans measured at fair value	240,000		242,000
Taxation	(529,621	)	(379,587	)
Other non-cash items	(3,857	)	2
Changes in operating assets and liabilities:
Debtors	117,731		(218,871	)
Creditors	(419,267	)	84,225
Net cash used in operating activities	(2,844,063	)	(1,940,990	)
Cash flows from investing activities
Purchases of tangible fixed assets	(214,219	)	(87,562	)
Net cash used in investing activities	(214,219	)	(87,562	)
Cash flows from financing activities
Proceeds from issuance of shares in a private placement	4,494,053		6,053,933
Net cash provided by financing activities	4,494,053		6,053,933
Net increase in cash and cash equivalents	1,435,771		4,025,381
Cash and cash equivalents
Beginning of period	2,676,497		1,430,639
End of period	4,112,268		5,456,020

Page 18

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined consolidated financial information has been prepared to illustrate the effect of Intrexon Corporation’s (“Intrexon”) acquisition of Oxitec Limited (“Oxitec”).

The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the acquisition and factually supportable. The unaudited pro forma condensed combined consolidated statements of operations for the year ended December 31, 2014 and for the six months ended June 30, 2015 present the results of operations of Intrexon and Oxitec as if Intrexon’s acquisition of Oxitec had been consummated on January 1, 2014. The unaudited pro forma condensed combined consolidated balance sheet is based on the individual historical consolidated balance sheets of Intrexon and Oxitec as of June 30, 2015 and gives effect to the acquisition as if it had been consummated on June 30, 2015. The unaudited pro forma condensed combined consolidated financial statements show the impact on the combined statements of operations under the acquisition method of accounting under Financial Accounting Standards Board Accounting Standard Codification 805, Business Combinations, with Intrexon treated as the acquirer. Under the acquisition method of accounting, the total purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the amounts assigned to tangible or intangible assets acquired and liabilities assumed is recorded as goodwill.

The following unaudited pro forma condensed combined consolidated financial statements are presented for illustrative purposes only and do not purport to reflect the historical results that would have been obtained had Intrexon and Oxitec been a combined company during the periods presented or the results the combined company may achieve in future periods. There were no material transactions between Intrexon and Oxitec during the periods presented in the unaudited pro forma condensed combined consolidated financial statements that require elimination.

The unaudited pro forma condensed combined consolidated financial information is derived from and should be read in conjunction with the historical financial statements and related notes included elsewhere in this Form 8-K/A and Intrexon's historical filings. Intrexon prepares its historical financial information in accordance with accounting principles generally accepted in the United States (“US GAAP”) with all amounts stated in United States dollars. Oxitec prepares its historical financial information in accordance with the United Kingdom Financial Reporting Standards for Smaller Entities (“UK FRSSE”) with all amounts presented in British Pounds (“GBP”).

The following unaudited pro forma condensed combined consolidated financial statements should be read in conjunction with:

• the accompanying notes to the unaudited pro forma condensed combined consolidated financial statements;

• the historical consolidated financial statements of Intrexon as of and for the year ended December 31, 2014 included in its Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 2, 2015 and Intrexon’s historical consolidated financial statements for the six months ended June 30, 2015 included in its Form 10-Q filed with the SEC on August 10, 2015; and

• the historical consolidated financial statements of Oxitec as of and for the periods ended June 30, 2015 and December 31, 2014 included in this Form 8-K/A.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations

For the Six Month Period Ended June 30, 2015

(Thousands of dollars, except per share data)

	Historical Intrexon, as reported			Historical Oxitec, Adjusted for US GAAP and Reclassifications (Note 5)			Pro Forma Adjustments		Footnotes	Pro Forma Combined
Revenues:
Collaboration and licensing revenues	$	31,964		$	—		$	—		$	31,964
Product revenues	23,199			—			—			23,199
Services revenues	23,212			—			—			23,212
Other revenues	365			381			—			746
Total revenues	78,740			381			—			79,121
Operating expenses:
Cost of products	20,439			—			—			20,439
Cost of services	11,865			—			—			11,865
Research and development	99,688			2,887			—			102,575
Selling, general and administrative	51,301			1,684			—			52,985
Total operating expenses	183,293			4,571			—			187,864
Operating loss	(104,553		)	(4,190		)	—			(108,743		)
Other income (expense), net:
Unrealized and realized appreciation in fair value of equity securities	94,845			—			—			94,845
Other expense, net	(117		)	(359		)	366		(A)	(110		)
Total other income (expense), net	94,728			(359		)	366			94,735
Equity in net loss of affiliates	(4,136		)	—			—			(4,136		)
Loss before income taxes	(13,961		)	(4,549		)	366			(18,144		)
Income tax benefit (expense)	(1,729		)	807			82		(B)	(840		)
Net loss	(15,690		)	(3,742		)	448			(18,984		)
Net loss attributable to the noncontrolling interests	2,124			—			—			2,124
Net loss attributable to Intrexon	$	(13,566	)	$	(3,742	)	$	448		$	(16,860	)
Net loss attributable to Intrexon per share, basic and diluted	$	(0.13	)							$	(0.16	)
Weighted average shares outstanding, basic and diluted	107,720,040						878,921			108,598,961

Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations

For the Year Ended December 31, 2014

(Thousands of dollars, except per share data)

	Historical Intrexon, as reported			Historical Oxitec, Adjusted for US GAAP and Reclassifications (Note 5)			Pro Forma Adjustments		Footnotes	Pro Forma Combined
Revenues:
Collaboration and licensing revenues	$	45,212		$	—		$	—		$	45,212
Product revenues	11,481			—			—			11,481
Services revenues	14,761			—			—			14,761
Other revenues	476			866			—			1,342
Total revenues	71,930			866			—			72,796
Operating expenses:
Cost of products	11,035			—			—			11,035
Cost of services	8,225			—			—			8,225
Research and development	58,983			5,183			—			64,166
Selling, general and administrative	63,649			3,102			—			66,751
Total operating expenses	141,892			8,285			—			150,177
Operating loss	(69,962		)	(7,419		)	—			(77,381		)
Other expense, net:
Unrealized depreciation in fair value of equity securities	(10,469		)	—			—			(10,469		)
Other expense, net	(28		)	(468		)	489		(A)	(7		)
Total other expense, net	(10,497		)	(468		)	489			(10,476		)
Equity in net loss of affiliates	(5,260		)	—			—			(5,260		)
Loss before income taxes	(85,719		)	(7,887		)	489			(93,117		)
Income tax benefit	103			625			918		(B)	1,646
Net loss	(85,616		)	(7,262		)	1,407			(91,471		)
Net loss attributable to the noncontrolling interests	3,794			—			—			3,794
Net loss attributable to Intrexon	$	(81,822	)	$	(7,262	)	$	1,407		$	(87,677	)
Net loss attributable to Intrexon per share, basic and diluted	$	(0.83	)							$	(0.88	)
Weighted average shares outstanding, basic and diluted	99,170,653						878,921			100,049,574

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet

At June 30, 2015

(Thousands of dollars)

	Historical Intrexon, as reported			Historical Oxitec, Adjusted for US GAAP and Reclassifications (Note 5)			Pro Forma Adjustments			Footnotes	Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	98,899		$	6,463		$	(78,759	)	(C)	$	26,603
Short-term investments	67,431			1,193			—				68,624
Receivables
Trade, net	141,133			88			—				141,221
Related parties	17,406			—			—				17,406
Note	1,521			—							1,521
Other	670			1,210			154			(G)	2,034
Inventory	27,001			—			—				27,001
Prepaid expenses and other current assets	5,477			197			—				5,674
Total current assets	359,538			9,151			(78,605		)		290,084
Equity securities	101,896			—			—				101,896
Property, plant and equipment, net	40,863			1,267			—				42,130
Intangible assets, net	162,234			—			99,646			(D)	261,880
Goodwill	118,965			—			50,251			(E)	169,216
Investments in affiliates	2,960			—			—				2,960
Other assets	6,483			—			—				6,483
Total assets	$	792,939		$	10,418		$	71,292			$	874,649
Liabilities and Total Equity
Current liabilities:
Accounts payable	$	7,322		$	380		$	—			$	7,702
Accrued compensation and benefits	12,430			152			—				12,582
Other accrued liabilities	6,875			367			1,604			(F)	8,846
Deferred revenue	28,737			—			—				28,737
Lines of credit	873			—			—				873
Current portion of long-term debt	1,427			7,642			(7,642		)	(A)	1,427
Current portion of deferred consideration	7,559			—			9,449			(C)	17,008
Related party payables	57,584			—			—				57,584
Total current liabilities	122,807			8,541			3,411				134,759
Long term debt, net of current portion	8,040			—			—				8,040
Deferred consideration, net of current portion	13,396			—			1,991			(C)	15,387
Deferred revenue, net of current portion	151,273			—			—				151,273
Deferred tax liability	9,609			—			13,176			(G)	22,785
Other long-term liabilities	887			—			—				887
Total liabilities	306,012			8,541			18,578				333,131
Total equity:
Common stock	—			12			(12		)	(H)	—
Additional paid-in capital	948,922			39,739			16,456			(C), (H)	1,005,117
Accumulated deficit	(471,802		)	(37,874		)	36,270			(F), (H)	(473,406		)
Accumulated other comprehensive loss	(2,285		)	—							(2,285		)
Total Intrexon shareholders’ equity	474,835			1,877			52,714				529,426
Noncontrolling interests	12,092			—			—				12,092
Total equity	486,927			1,877			52,714				541,518
Total liabilities and total equity	$	792,939		$	10,418		$	71,292			$	874,649

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1. Basis of Pro Forma Presentation

Effective September 4, 2015 (the “Closing Date”), Intrexon acquired all of the issued and to be issued outstanding share capital of Oxitec pursuant to an Agreement for the Acquisition of the Entire Issued and To Be Issued Share Capital of Oxitec, dated August 7, 2015 (the “Acquisition Agreement”). The aggregated consideration paid consisted of (i) 1,359,343 shares of Intrexon common stock (the “Stock Consideration”) and (ii) $90.2 million in cash (the “Cash Consideration”), inclusive of estimated net cash and working capital adjustments, as defined in the Acquisition Agreement, totaling approximately $9.4 million which are to be paid within 85 days of the Closing Date. Stock Consideration totaling 480,422 shares and Cash Consideration totaling approximately $2.0 million were withheld as escrow at the closing of the Acquisition (the “Closing”), and are issuable and payable, respectively, 18 months after the Closing, subject to reduction for satisfaction of any claims for indemnification made by Intrexon under the Acquisition Agreement.

The unaudited pro forma condensed combined consolidated statements of operations for the six months ended June 30, 2015 and for the year ended December 31, 2014 give effect to the acquisition as if it were completed on January 1, 2014. The unaudited pro forma condensed combined consolidated balance sheet as of June 30, 2015 gives effect to the acquisition as if it were completed on June 30, 2015.

The unaudited pro forma condensed combined consolidated financial statements have been derived from the historical consolidated financial statements of Intrexon and historical consolidated financial statements of Oxitec. Assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined consolidated financial statements. Because the unaudited pro forma condensed combined consolidated financial statements have been prepared based upon preliminary estimates, the final amounts recorded at the date of the acquisition may differ materially from the information presented. These estimates are subject to change pending further review of the assets acquired and liabilities assumed.

The acquisition is reflected in the unaudited pro forma condensed combined consolidated financial statements as being accounted for based on the guidance provided by accounting standards for business combinations. Under the acquisition method of accounting, the total estimated purchase price is allocated as described in Note 3. In accordance with accounting guidance for business combinations, the assets acquired and the liabilities assumed have been measured at fair value. The fair value measurements use estimates based on key assumptions of the acquisition, and historical and current market data. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The purchase price allocation is considered preliminary and the final amounts recorded may differ materially from the information presented. Management expects the purchase price allocation to be finalized by the first quarter of 2016. The unaudited pro forma condensed combined consolidated financial statements do not reflect the effect of any regulatory actions that may impact the pro forma financial statements when the acquisition is completed.

For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Intrexon has applied the accounting guidance for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The unaudited pro forma condensed combined consolidated financial statements are prepared under accounting principles generally accepted in the United States of America (“US GAAP”) and are presented in United States dollars. Certain adjustments were made to Oxitec’s historical financial information to: convert the financial statements of Oxitec from UK FRSSE to US GAAP, conform to Intrexon’s classifications and translate the GBP amounts to United States dollars, as set out further in Note 5. The historical assets and liabilities of Oxitec are translated from GBP into United States dollars at the exchange rate in effect at the pro forma balance sheet date. Revenue and expense amounts are translated at average rates during the applicable pro forma period.

Note 2. Accounting Policy Changes and Reclassifications

Intrexon performed certain procedures for the purpose of identifying any material adjustments to convert the Oxitec financial statements from UK FRSSE to US GAAP, material differences in the presentation of financial information between Intrexon and Oxitec, and whether any reclassifications would be required in connection with preparing uniform financial statements. See Note 5 for further discussion. Preliminary procedures performed by Intrexon have involved a review of Oxitec’s historical financial statements, the summary of significant accounting policies contained in Oxitec’s financial statements and preliminary discussion with Oxitec management regarding Oxitec’s presentation of financial information. While Intrexon expects to engage in additional discussions with Oxitec’s management, the preliminary procedures performed have

identified insignificant adjustments from UK FRSSE to US GAAP and insignificant changes in the presentation of certain financial statement line items as discussed below. Differences between these preliminary procedures and the final accounting may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed consolidated combined financial statements.

The historical consolidated financial statements of Oxitec and Intrexon presented herein have been adjusted by condensing certain insignificant line items, reclassifying or expanding certain line items in order to conform certain Oxitec line items to Intrexon’s financial statement presentation under US GAAP.

Note 3. Preliminary Purchase Price Allocation; Funding Sources and Uses

Preliminary Purchase Price Allocation

The estimated fair value of the consideration transferred is $146.4 million and consists of $78.8 million of cash paid at closing, $56.2 million of shares of Intrexon common stock issued and to be issued, and $11.4 million of deferred cash. Deferred cash includes $9.4 million of cash paid within 85 days of the Closing Date for estimated net cash and working capitals adjustments as defined in the Acquisition Agreement. The preliminary allocation of the consideration transferred as of the acquisition date is as follows (in thousands):

Cash	$	3,780
Accounts receivable, net	125
Other receivables	7,395
Prepaid expenses and other current assets	121
Property, plant and equipment	1,198
Intangible assets	96,854
Total assets	109,473
Accounts payable	1,187
Accrued expenses	456
Deferred revenue	120
Deferred tax liability	12,584
Total liabilities	14,347
Net assets acquired	95,126
Goodwill	51,268
Total consideration transferred	$	146,394

The above fair values of assets acquired and liabilities assumed are considered preliminary and differ from the amounts that appear in the pro forma balance sheet primarily as a result of certain working capital and foreign currency translation adjustments between the pro forma balance sheet and the acquisition date. The final fair values of assets acquired and liabilities assumed could differ materially from the preliminary amounts presented in these unaudited pro forma condensed combined consolidated financial statements. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed in the acquisition from those preliminary valuations presented in these unaudited pro forma condensed combined consolidated financial statements would result in a dollar-for-dollar corresponding increase in the amount of goodwill.

Funding Sources and Uses

The acquisition was funded at closing out of existing cash and cash equivalents and through the issuance of shares of Intrexon common stock. Intrexon expects to fund the $11.4 million deferred cash payment from existing cash and cash equivalents.

Note 4. Pro Forma Adjustments

(A) For the unaudited pro forma condensed combined consolidated statements of operations for the six months ended June 30, 2015 and the year ended December 31, 2014, this pro forma adjustment represents the removal of the US GAAP fair value adjustment and interest expense associated with Oxitec’s convertible debt that was outstanding during 2014 and 2015. This debt was converted to equity immediately prior to the acquisition. For the unaudited pro forma

condensed combined consolidated balance sheet, this pro forma adjustment reflects the conversion of the debt that occurred immediately prior to the acquisition.

(B) This pro forma adjustment represents the change in tax benefit (expense) as a result of estimated changes in a deferred tax liability arising from the acquisition and the limitation of research and development tax credits available to Oxitec as a result of the acquisition. Pro forma tax adjustments have been calculated using Oxitec’s statutory tax rate of 20 percent.

(C) This pro forma adjustment represents the estimated fair value consideration of $78.8 million cash paid at closing, $56.2 million of Intrexon common stock issued or to be issued, and $11.4 million of deferred cash payments to acquire Oxitec. The $11.4 million of deferred cash payments includes an estimate for pro forma purposes of $9.4 million for net cash and working capital adjustments based upon net cash and working capital amounts as of the closing date. This pro forma adjustment does not reflect cash that will be paid for accrued acquisition related expense of $1.6 million.

(D) This pro forma adjustment represents the change in intangible assets as a result of the preliminary estimated fair value of $99.6 million, which is based on the June 30, 2015 exchange rate. Intangible assets include in-process research and development. These intangible assets are not currently being amortized, but there could be amortization expense for this amount or a portion of this amount in future periods.

(E) This pro forma adjustment reflects the change in goodwill as a result of the preliminary estimate of the excess of the purchase price over the fair value of Oxitec’s assets acquired and liabilities assumed. Goodwill, which is not expected to be deductible for tax purposes, represents the assembled workforce and the potential for future Oxitec products and technologies.

(F) This pro forma adjustment represents the estimated accrual of $1.6 million additional expenses to complete this acquisition.

(G) This pro forma adjustment represents an adjustment to a refundable research and development tax credit and a deferred tax liability resulting from the acquisition. Due to the structure of acquisition, the intangible assets acquired will not be recognized or amortized for tax purposes.

(H) This pro forma adjustment reflects the elimination of Oxitec’s $1.9 million historical equity balance.

Note 5. UK FRSSE to US GAAP Adjustments, Foreign Currency Translation and Reclassifications

The historical financial information of Oxitec was prepared in accordance with UK FRSSE with all amounts presented in GBP. The Oxitec historical financial information reflected in the pro forma financial information has been adjusted for the identified preliminary differences between UK FRSSE and US GAAP and translated from the GBP amounts into United States dollars. The adjustments from UK FRSSE to US GAAP primarily include adjustments related to share based compensation expense and convertible loans. These adjustments are discussed further in Note 22 in the historical Oxitec audited consolidated financial statements for the year ended December 31, 2014 filed as exhibit 99.1 in this Form 8-K/A and Note 15 in the historical Oxitec unaudited condensed consolidated financial statements for the six month period ended June 30, 2015 filed as exhibit 99.2 in this Form 8-K/A.

Oxitec’s historical financial information as of June 30, 2015 reflected in the pro forma financial information was translated from GBP to United States dollars using the spot rate of $1.5717 to GBP1.00. Oxitec’s historical financial information for the year ended December 31, 2014 was translated from GBP to United States dollars using an average exchange rate of $1.6476 to GBP1.00. Oxitec’s historical financial information for the six months ended June 30, 2015 was translated from GBP to United States dollars using an average exchange rate of $1.5233 to GBP1.00.

Intrexon made certain presentation reclassifications to the current assets and current liabilities in Oxitec’s historical financial information as of June 30, 2015 so their presentation would be consistent with US GAAP and Intrexon’s financial statement line items. Intrexon made certain presentation reclassifications to administrative expenses in Oxitec’s historical financial information for the year ended December 31, 2014 and six months ended June 30, 2015 so their presentation would be consistent with US GAAP and Intrexon’s financial statements line items.