What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-06 compared with 2022-03-01 · 323 added, 408 removed, 1261 unchanged (37% of the section changed)

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The following exhibits are filed with this Annual Report or incorporated by reference:

2.1* Membership Interest Purchase Agreement dated July 1, 2022 by and among Precigen, Inc., Trans Ova Genetics, L.C.

and Spring Bidco LLC, originally filed as Exhibit 2.1 to Precigen’s Form 8-K filed with the SEC on July 5, 2022, which is incorporated by reference herein

2.2* Guarantee by and among Precigen, Inc., Trans Ova Genetics, L.C., Spring Bidco LLC and Houdstermaatschappij Wilg B.V., dated as of July 1, 2022, originally filed as Exhibit 2.2 to Precigen’s Form 8-K filed with the SEC on July 5, 2022, which is incorporated by reference herein

3.1* Amended and Restated Articles of Incorporation (16)

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We have audited the accompanying consolidated balance sheets of Precigen, Inc.

and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, shareholders' and total equity, and cash flows, for each of the three years ended December 31, 2021, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Trans Ova Product and Services Revenue - Refer to Note 2 to the Financial Statements

Goodwill - Exemplar Reporting Unit - Refer to Notes 2 and 10 to the financial statements

Critical Audit Matter Description

Trans Ova generated product and services revenue by providing advanced reproductive technologies, including bovine embryo transfer and in vitro fertilization processes and from genetic preservation and sexed semen processes and application of such processes to other livestock, as well as sales of livestock and embryos produced using these processes and used in production.

Trans Ova evaluates each promised product or service under its contracts and identifies performance obligations for each distinct product or service.

The Company then allocates the transaction price of the contract to each performance obligation and recognizes the transaction price as revenue at a point in time when control of the promised product is transferred to the customer or when the promised service is rendered.

Auditing product and service revenues required a higher degree of auditor judgment and an increased extent of audit effort to evaluate transaction price and performance obligations for contracts.

The Company's goodwill balance was $36.9 million as of December 31, 2022, of which $20.1 million is allocated to the Exemplar reporting unit.

The Company's evaluation of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying amount.

The forecast used in the Company's estimation of fair value was developed by management based on historical operating results, incorporating adjustments to reflect management's planned changes in operations and market considerations.

The discount rate utilizes a risk adjusted weighted average cost of capital.

Given the significant estimates and assumptions management makes to estimate the fair value of the Exemplar reporting unit and the sensitivity of Exemplar’s valuation to changes in these estimates, performing audit procedures to evaluate the reasonableness of management's estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s revenue transactions included the following, among others:

• We tested the operating effectiveness of the controls over the recording of product and service revenue transactions.

• We evaluated the Company’s accounting policies for compliance with the applicable revenue recognition accounting guidance.

• We selected a sample of recorded product and service revenue transactions and (1) obtained and read customer purchase orders and the underlying executed customer agreement for each selection to determine whether relevant contractual terms were identified by management, (2) compared management’s identified performance obligations to the executed customer agreement, invoice, price listing, and evidence of performance, and (3) recalculated the revenue amount.

Our audit procedures related to the forecasts of future revenues, operating margins, cash flow ("forecasts"), and the selection of the discount rate for the Exemplar reporting unit included the following, among others:

• We tested the operating effectiveness of controls over management's goodwill impairment evaluation, including those over the determination of the Exemplar reporting unit’s fair value, such as controls related to management's forecasts and selection of the discount rate.

• We evaluated management's ability to accurately forecast revenues and operating margins by comparing actual results to management's historical forecasts, as well as external information.

• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, (3) industry growth projections, and (4) forecasted information prepared in the prior year.

• With the assistance of our fair value specialists, we evaluated the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate selected by management.

/s/ Deloitte & Touche LLP

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Cash and cash equivalents $ 4,858 $ 36,423

Restricted cash 43,339 —

Short-term investments 51,092 72,240

Trade, less allowance for credit losses of $ 4,288 and $ 4,825 as of December 31, 2021 and 2020, respectively

20,832 16,487

Related parties, less allowance for credit losses of $ 1,509 as of December 31, 2021 and 2020

Notes — 3,689

Trade, less allowance for credit losses of $ 184 as of both December 31, 2022 and 2021

Related parties, less allowance for credit losses of $ 0 and $ 1,509 as of December 31, 2022 and 2021

Other 12,826 566

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Prepaid expenses and other 4,779 5,471

Current assets held for sale or abandonment — 9,853

Current assets held for sale — 40,188

Total current assets 118,159 156,628

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Other assets 1,025 936

Noncurrent assets held for sale — 45,296

Total assets $ 215,977 $ 359,856

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Related party payables — 74

Current liabilities held for sale or abandonment — 14,047

Current liabilities held for sale — 12,851

Total current liabilities 78,645 34,645

Long-term debt, net of current portion — 179,882

Deferred revenue, net of current portion, including $ 21,205 from related parties as of December 31, 2021 and 2020

23,023 23,023

Deferred revenue, net of current portion, including $ 0 and $ 21,205 from related parties as of December 31, 2022 and 2021

Lease liabilities, net of current portion 6,992 8,747

Deferred tax liabilities 2,263 2,539

Other long-term liabilities 50 100

Long-term liabilities held for sale — 3,672

Total liabilities 89,718 252,508

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Accumulated deficit ( 1,868,567 ) ( 1,915,556 )

Accumulated other comprehensive income 203 3,997

Accumulated other comprehensive (loss) income ( 3,488 ) 203

Total shareholders' equity 126,259 107,348

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Operating Expenses

Cost of products 24,864 28,550 31,930

Cost of services 33,521 26,963 29,471

Cost of products and services 6,339 5,745 5,374

Research and development 47,170 47,933 39,428

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Other Expense, Net

Unrealized and realized appreciation in fair value of equity securities and preferred stock, net — — 8,291

Interest expense ( 6,774 ) ( 18,755 ) ( 18,209 )

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Total other expense, net ( 5,102 ) ( 19,016 ) ( 17,603 )

Equity in net loss of affiliates ( 3 ) ( 1,138 ) ( 2,416 )

Equity in net income (loss) of affiliates 862 ( 3 ) ( 603 )

Loss from continuing operations before income taxes ( 79,966 ) ( 110,967 ) ( 104,524 )

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Income (loss) from discontinued operations, net of income tax benefit 108,094 18,641 ( 66,079 )

Net loss $ ( 92,166 ) $ ( 170,521 ) $ ( 323,916 )

Net loss attributable to the noncontrolling interests — — 1,592

Net loss attributable to Precigen $ ( 92,166 ) $ ( 170,521 ) $ ( 322,324 )

Amounts Attributable to Precigen

Net loss from continuing operations attributable to Precigen $ ( 96,765 ) $ ( 103,773 ) $ ( 168,742 )

Net income (loss) from discontinued operations attributable to Precigen 4,599 ( 66,748 ) ( 153,582 )

Net loss attributable to Precigen $ ( 92,166 ) $ ( 170,521 ) $ ( 322,324 )

Net Loss per Share

Net loss from continuing operations attributable to Precigen per share, basic and diluted $ ( 0.49 ) $ ( 0.62 ) $ ( 1.09 )

Net income (loss) from discontinued operations attributable to Precigen per share, basic and diluted 0.02 ( 0.40 ) ( 1.00 )

Net loss attributable to Precigen per share, basic and diluted $ ( 0.47 ) $ ( 1.02 ) $ ( 2.09 )

Net Income (loss) $ 28,317 $ ( 92,166 ) $ ( 170,521 )

Net Income (loss) per Share

Net loss from continuing operations per share, basic and diluted $ ( 0.40 ) $ ( 0.56 ) $ ( 0.63 )

Net income (loss) from discontinued operations per share, basic and diluted 0.54 0.09 ( 0.39 )

Net Income (loss) per share, basic and diluted $ 0.14 $ ( 0.47 ) $ ( 1.02 )

Weighted average shares outstanding, basic and diluted 200,360,821 197,759,900 167,065,539

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and Subsidiaries

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (loss)

Years Ended December 31, 2022, 2021, and 2020

(Amounts in thousands) 2022 2021 2020

Net loss $ ( 92,166 ) $ ( 170,521 ) $ ( 323,916 )

Net income (loss) $ 28,317 $ ( 92,166 ) $ ( 170,521 )

Other comprehensive income (loss):

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Release of cumulative foreign currency translation adjustments to net loss from discontinued operations — — 26,957

Comprehensive loss ( 95,960 ) ( 139,056 ) ( 322,761 )

Comprehensive loss attributable to the noncontrolling interests — — 1,581

Comprehensive loss attributable to Precigen $ ( 95,960 ) $ ( 139,056 ) $ ( 321,180 )

Comprehensive Income (loss) $ 24,624 $ ( 95,960 ) $ ( 139,056 )

The accompanying notes are an integral part of these consolidated financial statements.

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and Subsidiaries

Consolidated Statements of Shareholders' and Total Equity

Consolidated Statements of Shareholders' Equity

Years Ended December 31, 2022, 2021, and 2020

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Comprehensive

Loss Accumulated

Income (Loss) Accumulated

Deficit Total

Shareholders'

Equity Noncontrolling

Interests Total

Shares Amount

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Shares issued as payment for services 413,911 — 1,006 — — 1,006

Shares and warrants issued in public offerings, net of issuance costs — — — — — — 6,611 6,611

Adjustments for noncontrolling interests — — ( 456 ) — — ( 456 ) 456 —

Deconsolidation of subsidiary — — — — — — ( 21,672 ) ( 21,672 )

Shares issued in private placement 5,972,696 — 35,000 — — 35,000

Shares issued upon conversion of long-term debt 13,051,802 — 56,827 — — 56,827

Shares issued in conjunction with settlement agreement 2,117,264 — 18,103 — — 18,103

Net loss — — — — ( 170,521 ) ( 170,521 )

Release of cumulative translation adjustments to loss from discontinued operations — — — 26,957 — 26,957

Other comprehensive income — — — 4,508 — 4,508

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and Subsidiaries

Consolidated Statements of Shareholders' and Total Equity

Consolidated Statements of Shareholders' Equity

Years Ended December 31, 2022, 2021, and 2020

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Comprehensive

Income (Loss) Accumulated

Income Accumulated

Deficit Total

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Shares issued upon vesting of restricted stock units and for exercises of stock options 1,751,896 — 608 — — 608

Shares issued for accrued compensation 1,955,405 — 5,100 — — 5,100

Shares issued as payment for services 74,771 — 577 — — 577

Shares issued in private placement 5,972,696 — 35,000 — — 35,000

Shares issued upon conversion of long-term debt 13,051,802 — 56,827 — — 56,827

Shares issued in conjunction with settlement agreement 2,117,264 — 18,103 — — 18,103

Shares issued in public offering, net of issuance costs 17,250,000 — 121,045 — — 121,045

Net loss — — — — ( 92,166 ) ( 92,166 )

Release of cumulative translation adjustment to loss from discontinued operations — — — 26,957 — 26,957

Other comprehensive income — — — 4,508 — 4,508

Other comprehensive loss — — — ( 3,794 ) — ( 3,794 )

Balances at December 31, 2021 206,739,874 $ — $ 2,022,701 $ 203 $ ( 1,915,556 ) $ 107,348

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and Subsidiaries

Consolidated Statements of Shareholders' and Total Equity

Consolidated Statements of Shareholders' Equity

Years Ended December 31, 2022, 2021, and 2020

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Comprehensive

Income Accumulated

Income (Loss) Accumulated

Deficit Total

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Balances at December 31, 2021 206,739,874 $ — $ 2,022,701 $ 203 $ ( 1,915,556 ) $ 107,348

Cumulative effect of adoption of ASU 2020-06 — — ( 36,868 ) — 18,672 ( 18,196 )

Stock-based compensation expense — — 10,207 — — 10,207

Shares issued upon vesting of restricted stock units and for exercises of stock options 354,089 — 1 — — 1

Shares issued for accrued compensation 772,071 — 1,698 — — 1,698

Shares issued as payment for services 283,987 — 575 — — 575

Shares issued in public offering, net of issuance costs 17,250,000 — 121,045 — — 121,045

Net loss — — — — ( 92,166 ) ( 92,166 )

Net Income — — — — 28,317 28,317

Other comprehensive loss — — — ( 3,691 ) — ( 3,691 )

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Cash flows from operating activities

Net loss $ ( 92,166 ) $ ( 170,521 ) $ ( 323,916 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss) $ 28,317 $ ( 92,166 ) $ ( 170,521 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization 10,765 13,761 17,516

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Loss on settlement agreement — — 11,436

Unrealized and realized (appreciation) depreciation on equity securities and preferred stock, net — 106 ( 7,833 )

Noncash dividend income — — ( 48 )

Gain on debt retirement

Unrealized and realized depreciation on equity securities and preferred stock, net — — 106

Amortization of premiums (discounts) on investments, net 832 1,232 ( 699 )

Equity in net loss of affiliates 3 1,176 6,730

Equity in net (income) loss of affiliates ( 862 ) 3 1,176

Stock-based compensation expense 10,206 13,904 18,366

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Sales and maturities of investments 68,441 100,168 133,000

Proceeds from sales of equity securities — — 23,456

Investments in affiliates — — ( 3,713 )

Decrease in cash from deconsolidation of subsidiary — — ( 7,244 )

Return of investment in affiliate — — 125

Purchases of property, plant and equipment ( 4,924 ) ( 7,247 ) ( 7,527 )

Proceeds from sale of assets 594 3,006 6,484

Proceeds from sale of discontinued operations, net of cash sold — 64,240 —

Proceeds from sale of discontinued operations 162,306 — 64,240

Proceeds from repayment of notes receivable — 3,754 2,942

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Repayments of advances from lines of credit — — ( 11,927 )

Proceeds from long-term debt, net of issuance costs — — 376

Payments of long-term debt ( 154,705 ) ( 466 ) ( 490 )

Payments of cost to retire long-term debt ( 588 ) — —

Proceeds from stock option and warrant exercises 1 608 117

Net cash provided by financing activities 121,187 32,705 8,138

Payment of stock issuance costs — — —

Net cash (used in) provided by financing activities ( 155,292 ) 121,187 32,705

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 827 ) 217 353

Net decrease in cash, cash equivalents, and restricted cash ( 8,907 ) ( 16,184 ) ( 41,748 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 5,253 ( 8,907 ) ( 16,184 )

Cash, cash equivalents, and restricted cash

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Significant noncash activities

Fair value of stock received as consideration for collaboration agreements $ — $ — $ 4,530

Fair value of stock issued upon conversion of long-term debt — — 56,827

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Cash and cash equivalents $ 4,858 $ 36,423

Restricted cash 43,339 —

Cash and cash equivalents included in current assets held for sale or abandonment — 6,497

Restricted cash included in other assets 399 423

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Precigen, Inc.

("Precigen"), a Virginia corporation, is a synthetic biology company with an increasing focus on its discovery and clinical stage activities to advance the next generation of gene and cellular therapies to target the most urgent and intractable challenges in immuno-oncology, autoimmune disorders, and infectious diseases.

PGEN Therapeutics, Inc.

("PGEN Therapeutics") is a dedicated discovery and clinical stage biopharmaceutical company advancing the next generation of gene and cell therapies using precision technology to target urgent and intractable diseases in immuno-oncology, autoimmune disorders, and infectious diseases.

PGEN Therapeutics is a wholly owned subsidiary of Precigen with primary operations in Maryland.

("Precigen"), a Virginia corporation, through its wholly owned subsidiary, PGEN Therapeutics, Inc.

(“PGEN Therapeutics”), is a dedicated discovery and clinical-stage biopharmaceutical company advancing the next generation of gene and cell therapies with the overall goal of improving outcomes for patients with significant unmet medical needs.

PGEN Therapeutics is leveraging its proprietary technology platforms to develop product candidates designed to target urgent and intractable diseases in its core therapeutic areas of immuno-oncology, autoimmune disorders, and infectious diseases.

PGEN Therapeutics has developed an extensive pipeline of therapies across multiple indications within these core focus areas.

PGEN Therapeutics’ primary operations are located in Maryland.

Precigen has two additional wholly owned operating subsidiaries.

Precigen ActoBio, Inc.

("ActoBio") is pioneering a proprietary class of microbe-based biopharmaceuticals that enable expression and local delivery of disease-modifying therapeutics and is a wholly owned subsidiary of Precigen with primary operations in Belgium.

Exemplar Genetics, LLC, doing business as Precigen Exemplar ("Exemplar"), is committed to enabling the study of life-threatening human diseases through the development of MiniSwine Yucatan miniature pig research models and services, as well as enabling the production of cells and organs in its genetically engineered swine for regenerative medicine applications and is a wholly owned subsidiary of Precigen with primary operations in Iowa.

Trans Ova Genetics, L.C., including its wholly owned subsidiary Progentus, L.C., are providers of reproductive technologies, including services and products sold to cattle breeders and other producers and are herein after collectively referred to as "Trans Ova." Trans Ova is a wholly owned subsidiary with primary operations in California, Iowa, Maryland, Missouri, Texas, Washington, and Wisconsin.

Effective October 1, 2019, Precigen transferred substantially all of its proprietary methane bioconversion platform ("MBP") assets to a wholly owned subsidiary, MBP Titan LLC ("MBP Titan").

MBP Titan's proprietary technology is designed to convert natural gas into more valuable and usable energy and chemical products through novel, highly engineered bacteria that utilize specific energy feedstocks.

Prior to October 1, 2019, the operation transferred to MBP Titan was an operating division within Precigen.

Beginning in the second quarter of 2020, the Company suspended MBP Titan's operations and began the process to wind down MBP Titan's activities and had substantially completed the wind down by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021.

With the exception of certain assets and obligations with which the Company has a continuing involvement after the wind down, MBP Titan has been presented as discontinued operations for all periods presented.

See Note 3 for further discussion.

Through April 8, 2019, Precigen consolidated AquaBounty Technologies, Inc.

("AquaBounty"), a company focused on improving productivity in commercial aquaculture and whose common stock is listed on the Nasdaq Stock Market.

On April 9, 2019, AquaBounty completed an underwritten public offering that resulted in Precigen no longer having the contractual right to control AquaBounty's board of directors, and accordingly, Precigen deconsolidated AquaBounty resulting in a loss on deconsolidation of $ 2,648 , which is included in other income, net, on the accompanying consolidated statement of operations for the year ended December 31, 2019.

After deconsolidating the entity in April 2019, Precigen held its AquaBounty equity securities, which was an equity method investment that the Company accounted for using the fair value option, until October 2019 when the independent members of the Company's board of directors, with the recommendation of the audit committee and an independent special committee of the Board, unanimously approved the sale of the Company's common shares held in AquaBounty to an affiliate of Third Security, LLC ("Third Security"), a related party, for $ 21,587 , resulting in the recognition of a realized gain of $ 7,348 which is included in unrealized and realized appreciation in fair value of equity securities and preferred stock, net, on the accompanying consolidated statement of operations for the year ended December 31, 2019.

("ActoBio") is pioneering a proprietary class of microbe-based biopharmaceuticals that enable expression and local delivery of disease-modifying therapeutics, with its primary operations located in Ghent, Belgium.

Exemplar’s primary operations are located in Iowa.

Discontinued Operations

On January 31, 2020, Precigen completed the sale of the majority of its non-healthcare assets and operations to an affiliate of Third Security, which are presented as discontinued operations for all periods presented.

See Notes 3 and 13 for further discussion.

Beginning in the second quarter of 2020, the Company suspended its proprietary methane bioconversion platform operations and began the process to wind down MBP Titan's activities and had substantially completed the wind down by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021.

See Note 3 for further discussion.

On August 18, 2022, Precigen completed the sale of 100 % of the issued and outstanding membership interests in its wholly-owned subsidiary, Trans Ova Genetics, L.C.

(“Trans Ova”), a provider of reproductive technologies, including services and products sold to cattle breeders and other producers.

See Note 3 for further discussion.

Trans Ova was formerly a separate reportable segment.

Precigen and its consolidated subsidiaries are hereinafter collectively referred to as the "Company."

Management believes that existing liquid assets as of December 31, 2021, will allow the Company to continue its operations for at least a year from the issuance date of these consolidated financial statements.

Management believes that existing liquid assets as of December 31, 2022, as well as the proceeds from the January 2023 public offering discussed in Note 13, will allow the Company to continue its operations for at least a year from the issuance date of these consolidated financial statements.

These consolidated financial statements are presented in United States dollars and are prepared under accounting principles generally accepted in the United States of America ("U.S.

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Additionally, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

During the year ended December 31, 2021, the Company incurred a net loss of $ 92,166 and, as of December 31, 2021, had an accumulated deficit of $ 1,915,556 .

During the year ended December 31, 2022, the Company incurred a loss from continuing operations of $ 79,777 and, as of December 31, 2022, had an accumulated deficit of $ 1,868,567 .

Management expects operating losses and negative cash flows to continue for the foreseeable future and, as a result, the Company will require additional capital to fund its operations and execute its business plan.

In the absence of a significant source of recurring revenue, the Company's long-term success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, adequately satisfy or renegotiate long-term debt obligations, obtain regulatory approval of its therapeutics product candidates, successfully commercialize its therapeutics product candidates, generate revenue, meet its obligations and, ultimately, attain profitable operations.

commercialize its therapeutics product candidates, generate revenue, meet its obligations and, ultimately, attain profitable operations.

Summary of Significant Accounting Policies

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Risks and Uncertainties

COVID-19 has had and continues to have an extensive impact on the global health and economic environments.

Commencing in the second half of March 2020, the Company's healthcare business began to experience delays to certain of its clinical trials as a result of COVID-19.

For example, starting in March 2020, the Company temporarily suspended the last cohort of the Phase 1b/2a clinical trial for AG019 as a proactive measure to protect the welfare and safety of patients, caregivers, clinical site staff, its employees, and contractors.

The temporary suspension of the AG019 trial was voluntary and was not related to any patient safety issues in the study.

The voluntary suspension of the AG019 trial was lifted in June 2020, and recruitment in the study resumed.

Additionally, from April to May 2020, enrollment of new patients in the Company's PRGN-3005 Phase 1 trial was temporarily suspended due to a mandated hold on certain early and late-stage clinical trials at the Fred Hutchinson Cancer Research Center in Seattle that was instituted in light of the COVID-19 pandemic.

The temporary suspension of the PRGN-3005 trial was not related to safety issues in the studies, and in May 2020, recruitment resumed in the PRGN-3005 Phase 1 trial.

Furthermore, there is uncertainty regarding the duration and severity of the ongoing pandemic, and the Company could experience further delays or other pandemic-related events that may adversely impact the Company's clinical as well as preclinical pipeline candidates in the future.

The Company is closely monitoring the impact of COVID-19 on these and other aspects of its business, including Trans Ova and Exemplar.

The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of therapeutic product candidates.

Principal among these risks are dependence on key individuals and intellectual property, competition from products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its therapeutic product candidates.

The Company is closely monitoring the impact of COVID-19 on all aspects of its businesses.

Given the dynamic nature of these circumstances, the full impact of the COVID-19 pandemic on the Company's ongoing business, results of operations, and overall financial performance in future periods cannot be reasonably estimated at this time, and it could have a material adverse effect on the Company's results of operations, cash flows, and financial position, including resulting impairments to goodwill and long-lived assets and additional credit losses.

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Product and service revenues

The Company's product and service revenues are generated primarily through Trans Ova and include sales of advanced reproductive technologies, including the Company's bovine embryo transfer and in vitro fertilization processes and from genetic preservation and sexed semen processes and applications of such processes to other livestock, as well as sales of livestock and embryos produced using these processes and used in production.

Exemplar also generates product and service revenues through the development and sale of genetically engineered miniature swine models.

The Company's product and service revenues are generated primarily through Exemplar which generates product and service revenues through the development and sale of genetically engineered miniature swine models.

The Company evaluates each promised product or service under its contracts and identifies performance obligations for each distinct product or service.

The Company then allocates the transaction price of the contract to each performance obligation, recognizing the transaction price as revenue at a point in time when control of the promised product is transferred to the customer or when the promised service is rendered.

The Company then allocates the transaction price of the contract to each performance obligation, recognizing the transaction price as revenue at a point in time when control of the promised product or over time when the promised service is rendered.

We typically recognize revenue using an out-based measure, generally time elapsed or days of service, to measure progress and

transfer of the control of the performance obligation to the customer.

Payment terms are typically due within 30 days of invoicing, which occurs prior to or when revenue is recognized.

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As of December 31, 2022 and 2021, the Company had research and development commitments with third parties that had not yet been incurred totaling $ 19,909 and $ 22,301 , respectively.

The commitments are generally cancellable by the Company at any time upon written notice.

The commitments are generally cancellable by the Company by providing written notice at least sixty days before the desire termination date.

Cash and Cash Equivalents

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As of December 31, 2022 and 2021, the Company had cash equivalent investments in highly liquid money market accounts at major financial institutions of $ 2,985 and $ 20,697 , respectively, which is included in cash and cash equivalents in the accompanying consolidated balance sheets.

Restricted Cash

Included in the Consolidated Balance Sheet as of December 31, 2022, is restricted cash of $ 43,339 .

This cash is restricted for the permitted purposes related to our Convertible Notes, including the resolution of such notes.

Short-term and Long-Term Investments

As of December 31, 2021, short-term and long-term investments include United States government debt securities and certificates of deposit.

As of December 31, 2022 and 2021 short-term and long-term investments include United States government debt securities and certificates of deposit.

The Company determines the appropriate classification as short-term or long-term at the time of purchase based on original maturities and management's reasonable expectation of sales and redemption.

The Company reevaluates such classification at each balance sheet date.

The Company's written investment policy requires investments to be

explicitly rated by two of Standard & Poor's, Moody's or Fitch and to have a minimum rating of A1, P1 or F-1, respectively, from those agencies.

In addition, the investment policy limits the amount of credit exposure to any one issuer.

Equity Securities

The Company historically held equity securities of private and publicly traded companies, including investments received and/or purchased from certain collaborators.

The Company evaluated whether to elect the fair value option on an individual investment basis.

The Company elected the fair value option to account for its equity securities held in publicly traded companies.

These equity securities were recorded at fair value at each reporting date and were subject to market price volatility.

Unrealized gains and losses resulting from fair value adjustments were reported in the consolidated statements of operations.

The Company accounts for its investments in private companies using either the equity method, as discussed below, or the measurement alternative method for equity securities without readily determinable fair values, which represented cost and any adjustments for impairment or observable price changes in certain transactions.

See Notes 3 and 17 for additional discussion of certain equity securities.

For equity securities received pursuant to a collaboration agreement, the Company recorded the fair value of securities received on the date the collaboration was consummated or the milestone was achieved using the fair value of the collaborator's security on that date, assuming the transfer of consideration was considered perfunctory.

If the transfer of the consideration was not considered perfunctory, the Company considered the specific facts and circumstances to determine the appropriate date on which to evaluate fair value.

The Company also evaluated whether any discounts for trading restrictions or other basis for lack of marketability should be applied to the fair value of the securities at inception of the collaboration.

In the event the Company concluded that a discount should be applied to securities accounted for under the fair value option, the fair value of the securities was adjusted at inception of the collaboration and re-evaluated at each reporting period thereafter.

Fair Value of Financial Instruments

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Concentrations of Risk

Due to the Company's mix of fixed and variable rate securities holdings, the Company's investment portfolio is susceptible to changes in interest rates.

As of December 31, 2021, gross unrealized losses on the Company's short-term and long-term investments were not material.

From time to time, the Company may liquidate some or all of its investments to fund operational needs or other activities, such as capital expenditures or business acquisitions, or distribute its equity securities to shareholders as a stock dividend.

Depending on which investments the Company liquidates to fund these activities, the Company could recognize a portion, or all, of the gross unrealized losses.

Due to the Company's fixed rate securities holdings, the Company's investment portfolio is susceptible to changes in interest rates.

As of December 31, 2022, gross unrealized losses on the Company's short-term investments were not material.

to time, the Company may liquidate some or all of its investments to fund operational needs or other activities, such as capital expenditures or business acquisitions, or distribute its equity securities to shareholders as a stock dividend.

Although the Company has no intent to liquidate such investments, depending on which investments the Company liquidates to fund these activities, the Company could recognize a portion, or all, of the gross unrealized losses.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade and related party receivables.

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Equity Method Investments

The Company accounts for its investments in each of its joint ventures ("JVs") and accounted for its investments in start-up entities backed by the Harvest Intrexon Enterprise Fund I, LP ("Harvest"), all of which are related parties, using the equity

method of accounting based upon relative ownership interest.

See additional discussion related to certain of the Company's JVs in Note 4 and additional discussion related to certain of the Harvest start-up entities in Note 17.

The Company has accounted for its investment in its joint ventures ("JVs) using the equity method of accounting based upon relative ownership interest.

At December 31, 2022, the Company no longer held any investments in JVs.

See additional discussion related to certain of the Company's historical JVs in Note 4.

Variable Interest Entities

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If both of these criteria are satisfied, the Company is identified as the primary beneficiary of the VIE.

As of December 31, 2021 and 2020, the Company determined that certain of its collaborators and JVs were VIEs.

As of December 31, 2021, the Company determined that certain of its collaborators and JVs were VIEs.

The Company was not the primary beneficiary for these entities since it did not have the power to direct the activities that most significantly impact the economic performance of the VIEs.

As of December 31, 2021 and 2020, the Company had no risk of loss related to the identified VIEs.

See Note 4 for discussion of the Company's future funding commitments for its significant JVs.

In July 2022, the Company obtained substantially all of the membership interests that were previously owned by others of these VIEs, and began consolidating those entities at the time of the acquisitions.

The operations and financial position of those entities were not material as of or for the period ended July 2022.

See Note 4 and Note 16 for additional discussion.

During the quarter ended December 31, 2022, these VIEs were liquidated.

Accounts Receivable

The Company is exposed to credit losses primarily through sales of products and services by Trans Ova and Exemplar in the normal course of business.

The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers' accounts receivables.

The Company's monitoring activities include timely account reconciliation, routine follow-up on past due accounts, and consideration of customers' financial condition, as well as macroeconomic conditions.

Past due status is determined based upon contractual terms.

Balances are written off at the point when collection attempts have been exhausted.

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Ending balance 184 1,693 1,509

The Company's inventory primarily includes adult female cows that are used in Trans Ova's production processes and are recorded at acquisition cost using the first-in, first-out method or net realizable value, whichever is lower.

Work-in-process inventory includes allocations of production costs and facility costs for products currently in production and is recorded at the lower of cost or net realizable value.

Significant declines in the price of cows could result in unfavorable adjustments to inventory balances.

Property, Plant and Equipment

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Computer hardware and software 1 – 7

Leasehold improvements are amortized over the shorter of the useful life of the asset or the applicable lease term, generally one to fourteen years .

Leasehold improvements are amortized over the shorter of the useful life of the asset or the applicable lease term, generally one to eleven years .

Operating Leases

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If it is more-likely-than-not that the fair value of a reporting unit is greater than the carrying amount, the quantitative goodwill impairment test is not required.

If the quantitative goodwill impairment test is performed, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill).

When a the quantitative goodwill impairment test is performed, the fair value of the reporting unit is compared with its carrying amount (including goodwill).

If the fair value of the reporting unit is less than its carrying amount, the entity must record the impairment charge for the excess carrying amount, which is limited to the amount of goodwill allocated to the reporting unit.

If the fair value of the reporting unit exceeds its carrying amount, no goodwill impairment charge is necessary.

The Company performs its annual impairment review of goodwill in the fourth quarter, or sooner if a triggering event occurs prior to the annual impairment review.

The Company performs its annual impairment review of goodwill on December 31 and performs increment impairment reviews if a triggering event occurs prior to the annual impairment review.

When the Company performs quantitative evaluations, the fair value of the reporting units are primarily determined based on the income approach.

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The discount rate utilizes a risk adjusted weighted average cost of capital.

To assess the reasonableness of the calculated reporting unit fair values, the Company compares the sum of the reporting units' fair values to its market capitalization (per share stock price times the number of shares outstanding) and calculates an implied control premium (the

excess of the sum of the reporting units' fair values over the market capitalization) and then assesses the reasonableness of its implied control premium.

See Notes 3 and 10 for additional discussion regarding goodwill impairment charges recorded in the years ended December 31, 2020 and 2019.

See Notes 3 and 10 for additional discussion regarding goodwill impairment charges recorded in the year ended December 31, 2022 and 2020.

Intangible Assets

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See Notes 3 and 9 for additional discussion of impairment of long-lived assets for the years ended December 31, 2022, 2021 and 2020.

Convertible Notes

The Company allocated the proceeds received in July 2018 from the issuance of Precigen's 3.50 % convertible senior notes due 2023 (the "Convertible Notes") between long-term debt (liability component) and additional paid-in capital (equity component) within the consolidated balance sheet.

The original value assigned to long-term debt was the estimated fair value as of the issuance date of a similar debt instrument without a conversion option.

The original value assigned to additional paid-in capital represented the value of the conversion option and was calculated by deducting the fair value of the long-term debt from the principal amount of the Convertible Notes and is not remeasured as long as it continues to meet the requirements for equity classification.

The original value of the conversion option will accrete to the carrying value of the long-term debt and result in additional noncash interest expense over the expected life of the Convertible Notes using the effective interest method.

Debt issuance costs related to the Convertible Notes were also allocated between long-term debt and additional paid-in capital based on the original value assigned to each.

Debt issuance costs allocated to long-term debt reduced the original carrying value and accrete to the carrying value of the long-term debt and result in additional noncash interest expense over the expected life of the Convertible Notes using the effective interest method.

Debt issuance costs allocated to additional paid-in capital were recorded as reduction of the original value assigned to the conversion option.

See Note 11 for the further discussion of the Convertible Notes.

Foreign Currency Translation

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Deferred tax assets and liabilities are recognized for the future tax consequences attributable to both differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of the change.

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Grant date fair value for the Company's restricted stock units ("RSUs") is based on the fair value of the underlying common stock as determined based on the quoted market price on the Nasdaq on the date of grant.

Net Loss per Share

Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents.

Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, using the treasury-stock method.

For purposes of the diluted net loss per share calculation, shares to be issued pursuant to convertible debt, stock options, RSUs, and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and, therefore, basic and diluted net loss per share were the same for all periods presented.

Net Income (Loss) per Share

Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents.

Diluted net income (loss) per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, using the treasury-stock method.

For purposes of the diluted net income (loss) per share calculation, shares to be issued pursuant to convertible debt, stock options, RSUs, and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net income (loss) per share because their effect would be anti-dilutive as described in the next paragraph, therefore, basic and diluted net income (loss) per share were the same for all periods presented.

See Note13 for the further discussion of the Company's Share Lending Agreement.

In accordance with ASC 260, the control number for determining whether including potential common shares in the diluted earning per share, or EPS, computation would be antidilutive should be income from continuing operations.

As a result, if there is a loss from continuing operations, diluted EPS would be computed in the same manner as basic EPS is computed, even if the entity has net income after adjusting for a discontinued operation.

The following potentially dilutive securities as of December 31, 2022, 2021, and 2020, have been excluded from the computations of diluted weighted average shares outstanding for the years then ended as they would have been anti-dilutive:

2022 2021 2020

Convertible debt 11,732,440 11,732,440 21,323,068

Options 15,201,276 12,260,187 11,255,896

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Total 15,899,091 12,850,556 13,116,872

In addition, the Company's Convertible Notes convert at an exercise price of approximately $ 17.05 per share of common stock, representing approximately 2,542,420 shares at December 31, 2022 and 11,732,440 shares at both December 31, 2021 and 2020.

The shares underlying the Convertibles Notes were considered for the dilutive calculation but were excluded in all years presented as their effect is antidilutive.

See Note 11 for further discussion of the Convertible Notes.

Segment Information

The Company's chief operating decision maker ("CODM") regularly reviews disaggregated financial information for various operating segments.

Starting in 2021, the financial information regularly reviewed by the CODM was revised, and the operating segments, which were determined to be operating and reportable segments, were (i) Biopharmaceuticals;

(ii) Exemplar;

and (iii) Trans Ova.

The financial information regularly reviewed by the CODM consists of (i) Biopharmaceuticals and (ii) Exemplar, each an operating segment which were also determined to be reportable segments.

The Biopharmaceuticals reportable segment is primarily comprised of the Company's legal entities of PGEN Therapeutics and ActoBio.

All of Precigen's consolidated subsidiaries and operating divisions that did not meet the quantitative thresholds to report separately are combined and reported in a single category, All Other.

See Note 1 for a description of PGEN Therapeutics, ActoBio, Exemplar, and Trans Ova.

Corporate expenses, which are not allocated to the segments and are managed at a consolidated level, include costs associated with general and administrative functions, including the Company's finance, accounting, legal, human resources, information technology, corporate communication, and investor relations functions.

Corporate expenses exclude interest expense, depreciation and amortization, gain or loss on disposals of assets, stock-based compensation expense, loss on settlement agreement, and equity in net loss of affiliates and include unrealized and realized gains and losses on the Company's securities portfolio as well as dividend income.

As a result of the revision of the reportable segments, the Company has restated its historical segment presentation to conform to the revised segment determination.

See Note 18 for further discussion of the Company's segments.

See Note 1 for a description of PGEN Therapeutics, ActoBio and Exemplar.

Corporate expenses, which are not allocated to the segments and are managed at a consolidated level, include costs associated with general and administrative functions, including the Company's

finance, accounting, legal, human resources, information technology, corporate communication, and investor relations functions.

Note 18 for further discussion of the Company's segments.

Use of Estimates

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Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes ("ASU 2019-12").

The provisions of ASU 2019-12 are intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities.

The Company adopted this standard effective January 1, 2021, and there was no material impact to the accompanying consolidated financial statements.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06" ) .

The provisions of ASU 2020-06 simplify accounting for convertible instruments by removing major separation models required under current U.S.

Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features.

ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception.

ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas.

The Company will adopt this standard effective January 1, 2022 on a modified retrospective basis.

The Company expects the adoption of ASU 2020-06 will have an impact to its consolidated balance sheet as of January 1, 2022, increasing long-term debt, net of current portion, by approximately $ 18,200 to reflect the full principal amount of the Convertible Notes outstanding, net of unamortized issuance costs, with an offsetting decrease to shareholders' equity of the same amount.

The adoption of ASU 2020-06 is expected to reduce non-cash interest expense by approximately

$ 11,800 and $ 6,400 for the years ending December 31, 2022 and 2023, respectively.

There will not be any impact to the Company's cash flows as a result of the adoption of this new standard.

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06").

Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital.

Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives.

The new guidance also requires the if-converted method to be applied for all convertible instruments.

We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition method, which resulted in an increase to our reported long-term debt outstanding, net of current portion, of $ 18,196 , a decrease to our additional paid-in capital of $ 36,868 , and a corresponding cumulative-effect reduction to our opening accumulated deficit of $ 18,672 .

Upon the adoption of ASU 2020-06, non-cash interest expense related to existing convertible debt outstanding at January 1, 2022 was expected to be reduced by approximately $ 11,800 for the year ended December 31, 2022, and did not have an impact on our consolidated cash flows.

The use of the if-converted method did not have an impact on our overall earnings per share calculation.

Discontinued Operations

As part of the Company's strategic shift to becoming a primarily healthcare company, as discussed in Note 1, on August 18, 2022, the Company completed the sale of 100 % of the issued and outstanding membership interests in its wholly-owned subsidiary,Trans Ova, to Spring Bidco LLC, a Delaware limited liability company for $ 170,000 and up to $ 10,000 in cash earn-out payments contingent upon the performance of Trans Ova in each of 2022 and 2023, $ 5,000 for each year (the “Transaction”).

The Company received $ 162,306 in proceeds, net of certain transaction costs, on August 18, 2022, after giving effect to the preliminary closing purchase price adjustments.

The final working capital adjustment of $ 936 was received in the fourth quarter of 2022.

In February 2023, Spring Bidco LLC notified the company that Trans Ova did not meet the financial measures required in 2022 in order to require the first $ 5,000 earn-out payment.

The Company has until March 15, 2023 to respond to Spring Bidco LLC.

The Company elected to account for the contingent consideration arrangement as a gain contingency in accordance with ASC 450, Contingencies (Subtopic 450-30).

Under this approach, the Company recognizes the contingent consideration receivable in earnings after the contingency is resolved.

Accordingly, to determine the initial gain on the sale of Trans Ova, the Company did not include an amount related to the contingent consideration arrangement as part of the consideration received.

In connection with the Transaction, the Company, as of December 31, 2022, holds restricted cash of $ 43,339 , in a segregated account to be used for certain permitted purposes, including resolution of the Company’s outstanding convertible notes as discussed further in Note 11.

In addition, the Company is required to indemnify the Buyer for certain expenses incurred post close (related to covenants and certain additional specified liabilities including certain patent infringement lawsuits), if incurred, in amounts not to exceed $ 5,750 , which was recorded as a reduction of the gain on divestiture in the twelve months ended December 31, 2022, and is included in other accrued liabilities as of December 31, 2022.

To date, the Company has not received an indemnification claim.

The carrying values of the major classes of assets and liabilities included in assets and liabilities held for sale related to Trans Ova as of December 31, 2021 are as follows:

Cash and cash equivalents $ 6,497

Trade Receivables, net 19,491

Inventory 12,935

Other current assets 1,265

Property, plan and equipment, net 25,716

Intangible assets, net 1,824

Goodwill 16,594

Right-of-use assets 910

Other noncurrent assets 252

Total assets held for sale $ 85,484

Accounts payable $ 2,293

Accrued compensation and benefits 3,367

Other accrued liabilities 3,778

Deferred revenue 2,952

Current portion of long-term debt 350

Other current liabilities 111

Long-term debt, net of current portion 2,867

Other long-term liabilities 805

Total liabilities held for sale or abandonment $ 16,523

The following table presents the financial results of discontinued operations related to TransOva through the date of disposition in 2022:

Year Ended December 31,

2022 2021 2020

Product revenues $ 21,494 $ 25,131 $ 21,914

Service revenues 49,657 64,475 49,272

Total revenues 71,151 89,606 71,186

Cost of products 18,634 23,070 26,529

Cost of services 22,701 29,570 23,610

Research and development 2,348 2,208 2,216

Selling, general and administrative 15,215 22,128 19,010

Impairment of assets — — 106

Total operating expenses 58,898 76,976 71,471

Operating income (loss) 12,253 12,630 ( 285 )

Other income, net 1,139 1,412 1,489

Equity in net loss of affiliates — — ( 535 )

Gain on divestiture 94,702 — —

Income before income taxes $ 108,094 $ 14,042 $ 669

Income tax (expense) benefit — — —

Income from discontinued operations $ 108,094 $ 14,042 $ 669

The following table presents the significant noncash items, purchases of property, plant and equipment, and proceeds from sales of assets for the discontinued operations related to Trans Ova that are included in the accompanying consolidated statements of cash flows:

Year Ended December 31,

2022 2021 2020

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation and amortization 3,574 5,622 6,750

Impairment of assets — — 106

Loss on disposal of assets 421 561 4,325

Equity in net loss of affiliates — — 535

Provision for credit losses 944 1,128 899

Stock-based compensation expense 9 350 738

Cash flows from investing activities

Proceeds from repayment of notes receivable — 3,689 —

Purchases of property, plant and equipment ( 3,529 ) ( 4,694 ) ( 6,365 )

Proceeds from sales of assets 594 1,894 2,387

As a result of market uncertainty driven by the COVID-19 pandemic and the state of the energy sector raising significant challenges for the strategic alternatives pursued by MBP Titan, beginning in the second quarter of 2020 and throughout the remainder of 2020, the Company suspended MBP Titan's operations, preserved certain of MBP Titan's intellectual property, terminated all of its personnel, and undertook steps to dispose of its other assets and obligations.

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These assets, liabilities, and related historical revenue and equity losses are included in the Company's operating results from continuing operations in the accompanying consolidated financial statements for all periods presented as a result of the Company's continuing involvement.

The carrying values of the major classes of assets and liabilities included in assets and liabilities held for sale or abandonment related to MBP Titan as of December 31, 2021 and 2020, are as follows:

Property, plant and equipment, net $ — $ 586

Right-of-use assets — 9,131

Other assets — 136

Total assets held for sale or abandonment $ — $ 9,853

Lease liabilities, current $ — $ 1,890

Other current liabilities — 619

Lease liabilities, net of current portion — 11,538

Total liabilities held for sale or abandonment $ — $ 14,047

The following table presents the financial results of discontinued operations related to MBP Titan:

Year Ended December 31,

2021 2020 2019

Operating (gains) expenses (1) $ ( 4,599 ) $ 40,692

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Income (loss) from discontinued operations $ 4,599 $ ( 40,692 )

(1) Includes a goodwill impairment charge of $ 9,635 and an impairment charge on property, plant and equipment and ROU Assets of $ 12,406 in 2020 in conjunction with the suspension of MBP Titan's operations discussed above.

(1) Includes an impairment charge of $ 9,635 and an impairment charge on property, plant and equipment and ROU Assets of $ 12,406 in 2020 in conjunction with the suspension of MBP Titan's operations discussed above.

The following table presents the significant noncash items, purchases of property, plant and equipment, and proceeds from sales of assets for the discontinued operations related to MBP Titan that are included in the accompanying consolidated statements of cash flows.

Year Ended December 31,

2021 2020 2019

Adjustments to reconcile net loss to net cash used in operating activities

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Unless referenced separately, the TS Biotechnology Sale and the EnviroFlight Sale are collectively referred to as the "Transactions".

The Transactions were approved by the Company's independent members of the board of directors in December 2019.

The Transactions represented a strategic shift of the Company towards the Company becoming primarily a healthcare company advancing technologies and products that address complex healthcare challenges.

The operations related to the Transactions have been classified and presented as discontinued operations in the accompanying consolidated financial statements for all periods.

Immediately prior to the reclassification to discontinued operations in 2019, the Company evaluated goodwill, long-lived assets, and the equity method investment included in the Transactions for impairment.

The Company recorded an impairment charge of $ 79,396 , including $ 58,042 and $ 21,354 related to goodwill and other long-lived assets, respectively, at the Okanagan, Oxitec, Fine Chemicals, and AgBio reporting units.

Additionally, the Company recorded a $ 10,283 impairment charge for the write down of the equity method investment and related intangible assets included in the EnviroFlight Sale.

These impairment charges are included in loss from discontinued operations in the accompanying consolidated statement of operations for the year ended December, 31, 2019.

Upon the closing of the TS Biotechnology Sale in January 2020, the cumulative foreign currency translation losses totaling $ 26,957 were released to earnings and included in loss from discontinued operations.

See further discussion below regarding this out-of-period adjustment.

The following tables present the financial results of discontinued operations related to the Transactions for the year ended December 31, 2020 and 2019.

There were no discontinued operations related to the Transactions for the year ended December 31, 2021.

The transactions were approved by the Company's independent members of the board of directors in December 2019.

The following tables present the financial results of discontinued operations related to the Transactions for the year ended December 31, 2020.

Year Ended December 31, 2020

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(1) Includes revenue recognized from related parties of $ 436 .

Year Ended December 31, 2019

TS Biotechnology Sale EnviroFlight Sale Total

Revenues (1) $ 12,307 $ — $ 12,307

Operating expenses (2) 116,091 10,794 126,885

Operating loss ( 103,784 ) ( 10,794 ) ( 114,578 )

Other expense, net ( 272 ) — ( 272 )

Equity in net loss of affiliates — ( 4,314 ) ( 4,314 )

Loss before income taxes ( 104,056 ) ( 15,108 ) ( 119,164 )

Income tax benefit 3,005 — 3,005

Loss from discontinued operations $ ( 101,051 ) $ ( 15,108 ) $ ( 116,159 )

(1) Includes revenue recognized from related parties of $ 3,042 .

(2) Includes the impairment charge of $ 89,679 related to the Transactions discussed above.

The following table presents the significant noncash items, investments in EnviroFlight and purchases of property, plant and equipment for the discontinued operations for the Transactions that are included in the accompanying consolidated statements of cash flows.

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Purchases of property, plant and equipment ( 382 )

Also see Note 13.

Equity Method Investments

The Company accounted for its investment in EnviroFlight using the equity method of accounting.

Summarized financial data for EnviroFlight are shown in the following tables for the periods in which the Company held the equity method investment.

Year Ended December 31,

Revenues $ 16 $ 510

Operating expenses 92 9,159

Operating loss ( 76 ) ( 8,649 )

Other, net — 21

Net loss $ ( 76 ) $ ( 8,628 )

Summarized financial data for EnviroFlight for the periods in which the Company held the equity method investment were not material.

Out-of-Period Adjustment

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The error also had no impact on the cash consideration received upon closing of the TS Biotechnology Sale nor the representations and warranties made by the Company in the transaction.

The Company evaluated the effects of this out-of-period adjustment, both qualitatively and quantitatively, and concluded that this adjustment was not material to the Company's results of operations for the years ended December 31, 2020 and 2019.

Investments in Joint Ventures

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In addition, Precigen committed to make capital contributions of up to $ 25,000 , and the IEP Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners, committed to make additional capital contributions of up to $ 25,000 , at the request of Intrexon Energy Partners' board of managers (the "Intrexon Energy Partners Board") and subject to certain limitations.

As of December 31, 2021, the Company's remaining commitment was $ 4,225 .

Intrexon Energy Partners is governed by the Intrexon Energy Partners Board, which has five members.

Two members of the Intrexon Energy Partners Board are designated by the Company and three members are designated by a majority of the IEP Investors.

The Company and the IEP Investors have the right, but not the obligation, to make additional capital contributions above the initial limits when and if solicited by the Intrexon Energy Partners Board.

The Company's investment in Intrexon Energy Partners was $( 428 ) and $( 425 ) as of December 31, 2021 and 2020, respectively, and is included in other accrued liabilities in the accompanying consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners.

See Notes 3 and 16 for additional discussion regarding the Company's investment in Intrexon Energy Partners.

Intrexon Energy Partners was governed by the Intrexon Energy Partners Board, which has five members.

Prior to Precigen’s purchase of certain membership interests from the IEP Investors in the third quarter of 2022 as discussed below and in Note 3, two members of the Intrexon Energy Partners Board were designated by the Company and three members were designated by a majority of the IEP Investors.

Upon accumulating 87.5 % of the membership interests owned by the IEP Investors in the third quarter of 2022, the Company obtained the right to designate all members of the Intrexon Energy Partners Board.

The Company's investment in Intrexon Energy Partners was $( 428 ) as of December 31, 2021, and is included in other accrued liabilities in the accompanying consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners.

See Notes 3 for additional discussion regarding the Company's investment in Intrexon Energy Partners.

Intrexon Energy Partners II

In 2015, the Company and certain investors (the "IEPII Investors"), including Harvest, entered into a Limited Liability Company Agreement that governs the affairs and conduct of business of Intrexon Energy Partners II, a JV formed to utilize the Company's MBP technology for the production of 1,4-butanediol, an industrial chemical used to manufacture spandex, polyurethane, plastics, and polyester.

In 2015, the Company and certain investors (the "IEPII Investors"), including Harvest Intrexon Enterprise Fund I, LP ("Harvest"), entered into a Limited Liability Company Agreement that governs the affairs and conduct of business of Intrexon Energy Partners II, a JV formed to utilize the Company's MBP technology for the production of 1,4-butanediol, an industrial chemical used to manufacture spandex, polyurethane, plastics, and polyester.

The Company also entered into an ECC with Intrexon Energy Partners II that provides exclusive rights to the Company's technology for use in the field, as a result of which the Company received a technology access fee of $ 18,000 while retaining a 50 % membership interest in Intrexon Energy Partners II.

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Precigen committed to make additional capital contributions of up to $ 10,000 , and the IEPII Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners II, committed to make additional capital contributions of up to $ 10,000 , at the request of Intrexon Energy Partners II's board of managers (the "Intrexon Energy Partners II Board") and subject to certain limitations.

As of December 31, 2021, the Company's remaining commitment was $ 10,000 .

Intrexon Energy Partners II is governed by the Intrexon Energy Partners II Board, which has five members.

One member of the Intrexon Energy Partners II Board is designated by the Company and four members are designated by a majority of the IEPII Investors.

The Company and the IEPII Investors have the right, but not the obligation, to make additional capital contributions above the initial limits when and if solicited by the Intrexon Energy Partners II Board.

The Company's investment in Intrexon Energy Partners II was $( 435 ) as of December 31, 2021 and 2020, and is included in other accrued liabilities in the accompanying consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners II.

See Notes 3, 16, and 17 for additional discussion regarding the Company's investment in Intrexon Energy Partners II.

Intrexon Energy Partners II was governed by the Intrexon Energy Partners II Board, which has five members.

Prior to Precigen’s purchase of the membership interests from the IEPII Investors in the third quarter of 2022, one member of the Intrexon Energy Partners II Board was designated by the Company and four members were designated by a majority of the IEPII Investors.

Upon acquisition of all of the membership interests owned by the IEPII Investors in the third quarter of 2022 (the Company purchased the remaining 2.9 % membership units in the fourth quarter of 2022), the Company obtained the right to designate all members of the Intrexon Energy Partners II Board.

The Company's investment in Intrexon Energy Partners II was $( 435 ) as of December 31, 2021, and is included in other accrued liabilities in the accompanying consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners II.

See Notes 5for additional discussion regarding the Company's investment in Intrexon Energy Partners II.

Acquisition of Membership Interests in Intrexon Energy Partners and Intrexon Energy Partners II

On December 29, 2021, the Company received a letter from a group of investors in each of Intrexon Energy Partners and Intrexon Energy Partners II, referring certain issues to arbitration pursuant to the arbitration provisions of the Amended and Restated Limited Liability Company Agreements of Intrexon Energy Partners and Intrexon Energy Partners II (the “Arbitration Matters”).

In July 2022, the arbitration panel ruled on the Arbitration Matters, and adopted the Company’s proposed terms with respect to each of the Arbitration Matters and, pursuant to that ruling, the Company acquired the membership interests of the investors for an aggregate amount of approximately $ 7,000 in cash.

The Company recorded the $ 7,000 payment as a reduction of the revenue in 2022 (from deferred revenue – see Note 5) upon the Company obtaining control of Intrexon Energy Partners and Intrexon Energy Partners II.

The fair value of the net assets of Intrexon Energy Partners and Intrexon Energy Partners II at the acquisition date is deemed to be substantially $ 0 .

The Company liquidated and dissolved Intrexon Energy Partners and Intrexon Energy Partners II during the fourth quarter of 2022, which did not have a material impact on the financial statements of the Company.

Collaboration and Licensing Revenue

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Options to acquire additional services are considered to determine if they constitute material rights.

At contract inception, the transaction price is typically the upfront payment received and is allocated

to the performance obligations.

At contract inception, the transaction price is typically the upfront payment received and is allocated to the performance obligations.

The Company has determined the transaction price should be recognized as revenue based on its measure of progress under the agreement primarily based on inputs necessary to fulfill the performance obligation.

See Note 2 for additional discussion of the Company's revenue recognition policy related to collaboration and licensing payments.

The Company determines whether collaborations and licensing agreements are individually significant for disclosure based on a number of factors, including total revenue recorded by the Company pursuant to collaboration and licensing agreements, collaborators or licensees with equity method investments, or other qualitative factors.

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Oragenics, Inc.

— 3,053 ( 564 )

Intrexon Energy Partners, LLC 3,768 — —

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Castle Creek Biosciences, Inc.

388 17,810 3,713

Harvest start-up entities (1) — — 4,862

Other — 18 145

Total (1) $ 14,661 $ 506 $ 21,208

(1) For the year ended December 31, 2019, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.;

Exotech Bio, Inc.;

and AD Skincare, Inc.

(1) Collaboration and licensing revenues recognized for the years ended December 31, 2022, 2021, and 2020, include the recognition of $ 14,561 , $ 397 , and $ 20,205 , respectively, associated with upfront and milestone payments which were previously deferred.

The following is a summary of the terms of the Company's significant collaborations and licensing agreements from continuing operations.

Intrexon Energy Partners and Intrexon Energy Partners II Collaborations

In July 2022, the Company obtained control of both of Intrexon Energy Partners Board and Intrexon Energy Partners II Board (as discussed in Notes 3, and 4).

Based on its assessment of the status of each collaboration and ultimate dissolution of Intrexon Energy Partners and Intrexon Energy Partners II, the Company determined that it was probable that no further performance obligations would occur under the respective collaboration agreements.

Accordingly, the Company recognized the remaining balance of deferred revenue associated with Intrexon Energy Partners and Intrexon Energy Partners II, less the amounts paid to acquire the membership interests of the investors of $ 7,000 , for an aggregate amount of revenue recognized of approximately $ 14,561 .

Alaunos Collaborations

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The Company also granted Alaunos an exclusive, worldwide, royalty-bearing, sub-licensable license to research, develop and commercialize products utilizing an additional construct that expresses RTS IL-12 (the "Gorilla IL-12 Products") for the treatment of cancer and in the HPV Field.

Alaunos is responsible for all development costs associated with each of the licensed products, other than

Gorilla IL-12 Products.

Alaunos is responsible for all development costs associated with each of the licensed products, other than Gorilla IL-12 Products.

Alaunos and the Company will share the development costs and operating profits for Gorilla IL-12 Products, with Alaunos responsible for 80 % of the development costs and receiving 80 % of the operating profits, as defined in the Alaunos License Agreement, and the Company responsible for the remaining 20 % of the development costs and receiving 20 % of the operating profits, except that Alaunos will bear all development costs and the Company will share equally in operating profits for Gorilla IL-12 Products in the HPV Field (the "Gorilla Program").

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Following the termination of the ECC, Oragenics is no longer a related party.

Intrexon Energy Partners Collaboration

In March 2014, the Company entered into an ECC with Intrexon Energy Partners, a JV between the Company and certain investors and a related party.

The ECC grants Intrexon Energy Partners an exclusive license to the Company's technology platform to optimize and scale-up the Company's MPB technology for the production of certain fuels and lubricants.

Upon execution of the ECC, the Company received a technology access fee of $ 25,000 as upfront consideration.

The Company receives reimbursement payments for research and development services as provided for in the ECC agreement.

The term of the ECC commenced in March 2014 and continues until March 2034 unless terminated prior to that date by either party in the event of certain material breaches defined in the agreement and may be terminated voluntarily by Intrexon Energy Partners upon 90 days written notice to the Company.

The ECC is not active while the IEP Investors evaluate the status of the project and their desired future development activities.

See Note 16 for additional discussion related to Intrexon Energy Partners.

Intrexon Energy Partners II Collaboration

In December 2015, the Company entered into an ECC with Intrexon Energy Partners II, a JV between the Company and certain investors and a related party.

Pursuant to the ECC, Intrexon Energy Partners II received an exclusive license to the Company's technology platform to optimize and scale-up the Company's MBP technology for the production of 1,4-butanediol (BDO), a key chemical intermediate that is used to manufacture spandex, polyurethane, plastics, and polyester.

Upon execution of the ECC, the Company received a technology access fee of $ 18,000 and is entitled to reimbursement of research and development services as provided for in the ECC agreement.

The term of the ECC commenced in December 2015 and continues until December 2035;

termination prior to that date may be initiated (i) by either party in the event of certain material breaches defined in the agreement or (ii) may be terminated voluntarily by Intrexon Energy Partners II upon 90 days written notice to the Company.

The ECC is not active while the IEPII Investors evaluate the status of the project and their desired future development activities.

See Note 16 for additional discussion related to Intrexon Energy Partners II.

Exotech Bio, AD Skincare, and Thrive Agrobiotics Collaborations

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The total upfront consideration received for the three collaborations was $ 11,000 , which consisted of equity interests in each of these entities.

The Company also received reimbursements for research and development services provided pursuant to the ECCs.

The Company also received reimbursements for research and development services provided pursuant to the

In conjunction with a settlement agreement with Harvest (Note 17), these ECCs were terminated in December 2020, and the previously licensed technology rights reverted to the Company pursuant to the ECCs.

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The Company received (i) upfront consideration upon execution of the ECC in the form of Castle Creek common stock valued at $ 7,576 , (ii) shares of Castle Creek common stock valued at $ 7,612 as consideration for a 2013 amendment which expanded the field of use defined in the agreement, (iii) sublicensing fees totaling $ 3,750 in the form of cash in 2019, and (iv) reimbursements for research and development services performed during the ECC.

In March 2020, the Company and Castle Creek terminated the 2012 Castle Creek ECC by mutual agreement ("Termination Agreement") with the parties agreeing that the two drug product candidates, FCX-007 and FCX-013, pursuant to the ECC would be treated as "Retained Products" under the terms of the 2012 Castle Creek ECC.

As Retained Products, Castle Creek retains a license under the 2012 Castle Creek ECC to continue to develop and commercialize the Retained Products within the field of use of the 2012 Castle Creek ECC for so long as Castle Creek continues to pursue such development and commercialization.

No further licenses to the Company's technology within the field of use are provided to Castle Creek.

On a quarterly basis, Castle Creek will pay the Company royalties of 7 % of net sales up to $ 25,000 and 14 % of net sales above $ 25,000 on each Retained Product from the 2012 Castle Creek ECC, as defined in the agreement.

Additionally, the Termination Agreement provides for the Company to perform certain drug product manufacturing activities related to the Retained Products.

In March 2020, the Company and Castle Creek terminated the 2012 Castle Creek ECC by mutual agreement ("Termination Agreement") with the parties agreeing that the two drug product candidates pursuant to the ECC would be treated as "Retained Products" under the terms of the 2012 Castle Creek ECC.

One of these product candidates is D-Fi (debcoemagene autoficel), formerly designated FCX-007, for the treatment of recessive dystrophic epidermolysis bullosa, or RDEB.

Castle Creek retains a license under the 2012 Castle Creek ECC to continue to develop and commercialize the Retained Products within the field of use of the 2012 Castle Creek ECC for so long as Castle Creek continues to pursue such development and commercialization.

No further licenses to the Company's technology are provided to Castle Creek.

On a quarterly basis, Castle Creek will pay the Company royalties of 7 % of net sales up to $ 25,000 and 14 % of net sales above $ 25,000 on each Retained Product, as defined in the agreement.

Additionally, the Termination Agreement provided for the Company to perform certain drug product manufacturing activities related to the Retained Products.

The Termination Agreement was accounted for as a new contract, and the remaining deferred revenue from the 2012 Castle Creek ECC was recognized prospectively through 2021 as the manufacturing activities were performed.

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Deferred revenue primarily consists of consideration received for the Company's collaboration and licensing agreements.

The arrangements classified as long-term (of which $ 0 and $ 21,205 was related to agreements with Intrexon Energy Partners and Intrexon Energy Partners II as of December 31, 2022 and December 31, 2021, respectively ) are not active while the respective counterparties evaluate the status of the project and its desired future development activities since the Company cannot reasonably estimate the amount of service to be performed over the next year.

Deferred revenue consisted of the following:

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Prepaid product and service revenues 15 1,277

Other 213 277

Total $ 1,843 $ 24,513

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Total $ 1,843 $ 24,513

Revenue is recognized under collaboration and licensing agreements as services are performed.

Certain of the arrangements are not active while the other party evaluates the status of the project and its desired future development activities.

The following table summarizes the remaining balance of deferred revenue associated with upfront and milestone payments for each significant counterparty to a collaboration or licensing agreement as of December 31, 2021 and 2020, as well as the estimated remaining performance period as of December 31, 2021.

Average Remaining Performance Period (Years) December 31,

Intrexon Energy Partners, LLC 2.2 8,362 8,362

Intrexon Energy Partners II, LLC 2.9 12,843 12,843

Castle Creek Biosciences, Inc.

Other 2.8 1,818 1,836

Total $ 23,023 $ 23,420

Short-term and Long-term Investments

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Changes in market interest rates and bond yields cause certain investments to fall below their cost basis, resulting in unrealized losses on investments.

The unrealized losses of the Company's debt security investments are not significant as of December 31, 2021.

Fair Value Measurements

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The Convertible Notes are reflected on the accompanying consolidated balance sheets at amortized cost, which was $ 43,219 and $ 179,882 as of December 31, 2022 and 2021, respectively.

During the year ended December 31, 2020, the Company's contingent consideration liability related to the 2017 Agreement and Plan of Merger of GenVec, Inc., which was $ 585 as of December 31, 2019, was reduced to $ 0 as the period for potential payment of this contingent consideration expired without payment in June 2020.

The contingent consideration liability was remeasured to fair value at each reporting date until the contingency was resolved, and those changes in fair value were recognized in earnings.

There were no Level 3 liabilities during the year ended December 31, 2021.

The changes in the fair value of the Level 3 liability during the year ended December 21, 2020 were as follows:

Balance at December 31, 2019 $ 585

Change in fair value of contingent consideration recognized in selling, general, and administrative expenses ( 585 )

Balance at December 31, 2020 $ —

See Notes 9 and 10 for discussion of non-recurring fair value estimates used in calculating impairment charges recorded during the years ended December 31, 2022, 2021, and 2020.

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Supplies, embryos and other production materials $ 15 $ 23

Work in process 2,564 2,348

Livestock 6,310 5,047

Feed 1,799 1,904

MiniSwines 272 303

Total inventory $ 287 $ 326

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Depreciation expense was $ 2,393 , $ 2,866 , and $ 3,049 for the years ended December 31, 2022, 2021, and 2020, respectively.

During the year ended December 31, 2021, the Company recorded impairment losses of $ 543 , which is included in impairment of other noncurrent assets on the accompanying consolidated statement of operations, primarily related to a right-of-use asset at one of the Company's leased locations.

During the year ended December 31, 2020, the Company recorded impairment losses of $ 920 , which is included in impairment of other noncurrent assets on the accompanying consolidated statement of operations, primarily related to right-of-use assets at certain of the Company's leased locations.

During the year ended December 31, 2019, the Company recorded impairment losses of $ 448 , which is included in impairment of other noncurrent assets on the accompanying consolidated statement of operations, related to the impairment of property, plant and equipment in conjunction with the closing of two of its operating units during the third quarter of 2019.

Recorded impairment losses of $ 638 , $ 543 and $ 814 for the years ended December 31, 2022, 2021, and 2020, respectively, are included in impairment of other noncurrent assets on the accompanying consolidated statement of operations and are primarily related to right-of-use assets at certain of the Company's leased locations.

Goodwill and Intangible Assets, Net

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Beginning of year $ 37,554 $ 37,769

Impairment ( 482 ) —

Foreign currency translation adjustments ( 149 ) ( 215 )

End of year $ 36,923 $ 37,554

The Company had $ 43,643 of cumulative goodwill impairment losses as of December 31, 2021 and 2020.

For the year ended December 31, 2019, during the Company's annual goodwill impairment test, the Company determined it was more-likely-than-not that the fair value of the Trans Ova reporting unit was less than its carrying amount.

As a result, the Company compared the carrying amount of the Trans Ova reporting unit to the fair value and determined the carrying amount exceeded the fair value resulting in a $ 29,642 goodwill impairment charge for the excess carrying value.

Additionally, the Company recorded $ 178 of goodwill impairment in conjunction with the closing of two of its reporting units during the third quarter of 2019.

The Company had $ 14,483 and $ 14,001 of cumulative goodwill impairment losses as of December 31, 2022 and 2021,

The Company recorded $ 482 of goodwill impairment related to the total goodwill assigned to one reporting unit within the biopharmaceutical segment during the year ended December 31, 2022.

See Note 18 for information regarding goodwill by reportable segment.

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Lines of Credit

Trans Ova has a $ 5,000 revolving line of credit with First National Bank of Omaha that matures on April 1, 2022.

The line of credit bears interest at the greater of the United States Prime Rate or 3.00 %, and the actual rate was 3.25 % as of December 31, 2021.

As of December 31, 2021 and December 31, 2020, there was no outstanding balance.

The amount available under the line of credit is based on eligible accounts receivable and inventory up to the maximum principal amount and was $ 5,000 as of December 31, 2021.

The line of credit is collateralized by certain of Trans Ova's assets and contains certain restricted covenants that include maintaining minimum tangible net worth and working capital and maximum allowable annual capital expenditures.

Exemplar has a $ 2,500 revolving line of credit with American State Bank that matures on October 31, 2023.

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Convertible debt $ 43,219 $ 179,882

Notes payable 3,217 3,655

Long-term debt 43,219 179,934

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The Convertible Notes mature on July 1, 2023 and are repayable in cash, unless earlier repurchased or converted.

Upon conversion by the holders, the Convertible Notes are convertible into cash, shares of Precigen's common stock or a combination of cash and shares, at Precigen's election.

Upon conversion by the holders, the Convertible Notes are convertible into cash, shares of Precigen's common stock or a combination of cash and shares, at

Precigen's election.

The initial conversion rate of the Convertible Notes is 58.6622 shares of Precigen common stock per $ 1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $ 17.05 per share of common stock).

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On or after April 1, 2023 until June 30, 2023, holders may convert their Convertible Notes at any time.

Precigen may not redeem the Convertible Notes prior to the maturity date.

The Convertible Notes do not allow Precigen to call the debt prior to the maturity date.

If Precigen undergoes a fundamental change, as defined in the Indenture, holders of the Convertible Notes may require Precigen to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains customary events of default, as defined in the agreement, and, if any of the events occur, could require repayment of a portion or all of the Convertible Notes, including accrued and unpaid interest.

Additionally, the Indenture provides that Precigen shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to, another entity, unless (i) the surviving entity is organized under the laws of the United States and such entity expressly assumes all of Precigen's obligations under the Convertible Notes

and the Indenture;

and (ii) immediately after such transaction, no default or event of default has occurred and is continuing under the Indenture.

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Additional paid-in capital was further reduced by $ 13,367 of deferred taxes resulting from the difference between the carrying amount and the tax basis of the Convertible Notes that is created by the equity component, which also resulted in deferred tax benefit recognized from the reversal of valuation allowances on the then current year domestic operating losses in the same amount.

As of December 31, 2021, the outstanding principal balance on the Convertible Notes was $ 200,000 and the carrying value of long-term debt was $ 179,882 .

As described in Note 2, the Company adopted ASU 2020-06 on January 1, 2022.

Pursuant to ASU 2020-06, the equity components of the Convertible Notes separated from the debt components as required under the cash conversion model is required to be recombined into the Convertible Notes as a single instrument upon the adoption of ASU 2020-06.

The Convertible Notes shall be accounted for as if the conversion option had not been separated.

As the Company elected the modified retrospective approach, the difference between the accounting under the cash conversion model and new model after the adoption of ASU 2020-06 (i.e., the single debt instrument with no separation) was recorded as an adjustment on the adoption date (i.e., January 1, 2022) through accumulated deficit.

Tax accounting consequences of the adoption also required the reversal of the previously reported deferred tax benefit on the date of adoption through accumulated deficit.

Adoption of ASU 2020-06 resulted in an increase to long-term debt outstanding, net of current portion, of $ 18,196 , a decrease to additional paid-in capital of $ 36,868 , and a decrease to accumulated deficit of $ 18,672 .

Interest expense recognized on the convertible notes in future periods was expected to be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost.

As discussed in Note 3, in connection with the sale of Trans Ova in 2022, the Company transferred a total of $ 200,000 into a segregated account to be used for certain permitted purposes, including resolution of the Company's outstanding Convertibles Notes.

During the year December 31, 2022 and subsequently, the Company executed open market purchases of a portion of the outstanding Convertible Notes.

During the year ended December 31, 2022, the Company retired $ 156,660 of principal balance

from these purchases and recorded a gain on extinguishment of debt of approximately $ 961 , which was recorded within Other income (expense), net, within the consolidated statements of operations.

As of December 31, 2022, $ 43,339 of restricted cash remained in the segregated account noted above for permitted purposes including the resolution of the Company's outstanding Convertible Notes.

As of December 31, 2022, the outstanding principal balance on the Convertible Notes was $ 43,340 and their carrying value was $ 43,219 .

The effective interest rate on the Convertible Notes, including amortization of the long-term debt discount and debt issuance costs, is 4.25 %.

As of December 31, 2021, the unamortized long-term debt discount and debt issuance costs totaled $ 20,118 .

As of December 31, 2022, the unamortized debt discount and debt issuance costs related to the Convertible Notes totaled $ 121 .

Subsequent to year-end, the Company repurchased an additional $ 15,460 of principal balance of Convertible Notes at a price of $ 15,305 , using restricted cash for the purchase.

The components of interest expense related to the Convertible Notes were as follows:

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The Company issued 6,293,402 shares of Precigen common stock upon conversion of the outstanding principal balance and accrued PIK interest at maturity.

Interest expense was $ 616 and $ 921 for the years ended December 31, 2020 and 2019, respectively.

Precigen and PGEN Therapeutics Convertible Note

In December 2018, in conjunction with the Securities Purchase, Assignment and Assumption Agreement with Ares Trading S.A.

("Ares Trading"), Precigen and PGEN Therapeutics jointly and severally issued a $ 25,000 convertible note (the "Merck Note") to Ares Trading in exchange for cash.

In October 2020, pursuant to the terms of the Merck Note, Ares Trading voluntarily elected to convert the entire $ 25,000 outstanding into 6,758,400 shares of Precigen common stock.

Notes Payable

Trans Ova has a note payable to American State Bank that matures in April 2033 and had an outstanding principal balance of $ 3,217 as of December 31, 2021.

Trans Ova pays monthly installments of $ 39 , which includes interest at 3.95 %.

The note payable is collateralized by certain of Trans Ova's real estate and non-real estate assets.

Interest expense was $ 616 for the year ended December 31, 2020.

Future Maturities

Future maturities of long-term debt as of December 31, 2022 are as follows:

Thereafter 1,320

2023 $ 43,340

Total $ 43,340

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Impairment of goodwill 101 — —

Nondeductible equity investment loss 3,093 — —

Research and development tax incentives ( 991 ) ( 958 ) ( 524 )

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Deferred revenue 474 7,300

Capitalized research and development cost 16,318 —

Research and development tax credits 12,160 11,168

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Right-of-use assets 2,071 2,735

Foreign intangible asset 9,364 10,861

Long-term debt — 4,698

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Discontinued operations related to MBP Titan — ( 1,186 ) 8,019

Adoption of ASC 842 — — 512

Adoption of ASU 2020-06 4,698 — —

Foreign currency translation adjustment ( 391 ) ( 698 ) 1,035

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Due to the Company and its subsidiaries' histories of net losses incurred from inception, any corresponding net domestic and certain foreign deferred tax assets have been fully reserved as the Company and its subsidiaries cannot sufficiently be assured that these deferred tax assets will be realized.

The components of the deferred tax assets and liabilities as of the date of the mergers and acquisitions by the Company prior to consideration of the valuation allowance are substantially similar to the components of deferred tax assets presented herein.

The components of the deferred tax assets and

liabilities as of the date of the mergers and acquisitions by the Company prior to consideration of the valuation allowance are substantially similar to the components of deferred tax assets presented herein.

The Company's past issuances of stock and mergers and acquisitions have resulted in ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382").

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As of December 31, 2022, the Company has net operating loss carryforwards for United States federal income tax purposes of approximately $ 819,100 available to offset future taxable income, including approximately $ 604,200 generated after 2017, United States capital loss carryforwards of approximately $ 212,500 , and federal and state research and development tax credits of approximately $ 12,100 , prior to consideration of annual limitations that may be imposed under Section 382.

Net operating loss carryforwards generated prior to 2018 will begin to expire in 2022, and capital loss carryforwards will expire if unutilized beginning in 2024.

Net operating loss carryforwards generated prior to 2018 began to expire in 2022, and capital loss carryforwards will expire if unutilized beginning in 2024.

As of December 31, 2022, the Company's foreign subsidiaries have foreign loss carryforwards of approximately $ 71,000 , most of which do not expire.

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Concurrent with entering into the TS Biotechnology Sale on January 1, 2020 (Note 3), the Company also entered into a subscription agreement with TS Biotechnology pursuant to which TS Biotechnology purchased 5,972,696 shares of the Company's common stock for $ 35,000 on January 31, 2020.

In January 2023, the Company closed a public offering of 43,962,640 shares of its common stock, resulting in net proceeds of approximately $ 73,000 , after deducting underwriting discounts, fees, and other underwriting expenses.

Of the 43,962,640 shares issued, 11,517,712 shares were purchased by related parties and their affiliates.

See Notes 11 and 17 for discussion regarding additional issuances of Precigen common stock.

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Additionally, the Borrowed Shares are not included in the denominator for loss per share attributable to Precigen shareholders unless the Share Borrower defaults on the Share Lending Agreement.

Issuances of AquaBounty Common Stock

In March 2019, AquaBounty completed an underwritten public offering that resulted in net proceeds of $ 6,611 after deducting discounts, fees, and expenses.

See Note 1 for additional discussion of issuances of AquaBounty common stock in April 2019, which resulted in the deconsolidation of AquaBounty.

Components of Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income are as follows:

At-the-Market Sales Agreement

On August 9, 2022, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

(the “Agent”), pursuant to which the Company may issue and sell from time to time shares of the Company’s common stock, no par value per share (the “Shares”), through the Agent.

The offering and sale of up to $ 100,000 of the Shares has been registered under the Securities Act of 1933.

The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions.

The Company intends to use the proceeds of any sales to fund the development of clinical and preclinical product candidates and for working capital and other general corporate purposes.

No shares were sold in connection with the Sales Agreement during the year ended December 31, 2022.

Components of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows:

Unrealized gain (loss) on investments $ ( 760 ) $ ( 331 )

Income on foreign currency translation adjustments 534 3,984

Total accumulated other comprehensive income $ 203 $ 3,997

Income (loss) on foreign currency translation adjustments ( 2,728 ) 534

Total accumulated other comprehensive income (loss) $ ( 3,488 ) $ 203

See Note 3 for further discussion of the release of cumulative losses on foreign currency translation adjustments upon the closing of the TS Biotechnology Sale.

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2022 2021 2020

Cost of products $ 30 $ 10 $ 20

Cost of services 172 134 220

Cost of products and services $ 110 $ 161 $ 66

Research and development 2,188 2,706 611

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Precigen adopted the 2013 Plan for employees and nonemployees pursuant to which Precigen's board of directors may grant share-based awards, including stock options, and shares of common stock, to employees, officers, consultants, advisors, and nonemployee directors.

The 2013 Plan became effective in August 2013, and as of December 31, 2021, there were 27,000,000 shares authorized for issuance under the 2013 Plan, of which 11,164,186 stock options and 306,360 RSUs were outstanding and 5,813,233 shares were available for grant.

The 2013 Plan became effective in August 2013, and as of December 31, 2022, there were 37,000,000

shares authorized for issuance under the 2013 Plan, of which 13,288,225 stock options and 82,055 RSUs were outstanding and 12,949,460 shares were available for grant.

In April 2019, Precigen adopted the 2019 Incentive Plan for Non-Employee Service Providers (the "2019 Plan"), which became effective upon shareholder approval in June 2019.

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The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of Precigen's common stock for those shares where the exercise price was lower than the fair value of Precigen's common stock on the date of exercise.

In February 2022, the Company granted a total of 3,103,500 options to employees with a total grant date fair value of approximately $ 5,300 .

These options were issued from the 2013 Plan.

The following table summarizes additional information about stock options outstanding as of December 31, 2022:

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Leases with a lease term of twelve months or less are considered short-term leases and are not recorded on the balance sheet, and expense for these leases is recognized over the term of the lease.

All other leases have remaining terms of less than one year to nine years , some of which may include options to extend the lease and some of which may include options to terminate the lease within one year .

All other leases have remaining terms of less than one year to eight years , some of which may include options to extend the lease and some of which may include options to terminate the lease within one year .

The Company uses judgment to determine whether it is reasonably possible to extend the lease beyond the initial term or terminate before the initial term ends and the length of the possible extension or early termination .

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Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) 466 4,868 112

During the year ended December 31, 2022, 2021 and 2020 the company recorded impairment charges related to right-of-use assets.

See Note 9 for further discussion.

Commitments and Contingencies

Contingencies

On December 1, 2020, Trans Ova settled one of two patent infringement lawsuits brought by XY, LLC ("XY").

The lawsuit, originally filed in 2012, was tried and appealed between 2016 and 2020.

On December 1, 2020, the parties reached a settlement resolving all remaining disputes.

As part of that settlement, Trans Ova remitted to XY a settlement payment, which, in addition to all the other monies Trans Ova had previously paid XY, constituted full payment and satisfaction of the judgment, including pre-judgment interest, post-judgment interest, costs, and all past, current and future royalty obligations under the judgment.

In exchange, XY released and forever discharged Trans Ova from all obligations arising out of the judgment.

A second patent infringement lawsuit brought on by XY was filed in December 2016.

There are currently five patents remaining at issue in the case.

The Company expects the trial to occur sometime in early 2023.

While this patent infringement lawsuit is pending, Trans Ova shall continue to utilize the technology consistent with the determinations of the court proceedings.

Nonetheless, these disputes remain subject to a number of uncertainties, including the outcome of district court and appellate proceedings, the possibility of further claims by XY, and the impact of these matters on Trans Ova's ability to utilize the technology.

Trans Ova and the Company could elect to enter into a settlement agreement in order to avoid the further costs and uncertainties of litigation.

In September 2020, the Company reached a final settlement with the SEC with respect to an investigation concerning the Company's disclosures regarding its MBP program in the first three quarters of 2017.

Under the terms of the settlement, the Company, without admitting or denying the allegations of the SEC, consented to the entry of an administrative order requiring that the Company:

(i) cease and desist from committing or causing any violations and future violations under Section 13(a) of the Securities Exchange Act of 1934, as amended, and Rules 13a-11 and 12b-20 promulgated thereunder;

and (ii) pay a $ 2,500 civil money penalty to the SEC.

In October 2020, several purported shareholder class action lawsuits were filed in the United States District Court for the Northern District of California on behalf of certain purchasers of the Company's common stock.

In October 2020, several shareholder class action lawsuits were filed in the United States District Court for the Northern District of California on behalf of certain purchasers of the Company's common stock.

The complaints name as defendants the Company and certain of its current and former officers.

The plaintiffs' claims track the allegations in the SEC's administrative order described above but challenge disclosures about the MBP program through September 2020, i.e., the date of the SEC administrative order.

The plaintiffs seek compensatory damages, interest, and an award of reasonable attorneys' fees and costs.

In April 2021, the court granted an order consolidating the claims and appointed a lead plaintiff and lead counsel in the case, captioned Abailla v.

Precigen, Inc., F/K/A Intrexon Corp., et al .

In May 2021, the lead plaintiff filed an amended complaint.

The defendants moved to dismiss that complaint.

In September 2021, the court issued an order mooting the defendants' motion to dismiss in light of the lead plaintiff's stated intent to file a second amended complaint in response to the motion to dismiss.

On September 27, 2021, the lead plaintiff filed a second amended complaint.

The defendants intend to move to dismiss that complaint.

The plaintiffs' claims challenged disclosures about the MBP program from May 10, 2017 to March 1, 2019.

In March 2021, the court granted an order consolidating the claims and, in April 2021, appointed a lead plaintiff and lead counsel in the case, captioned In re Precigen Securities Litigation , Case No.

5:20-cv-06936-BLF (N.D.

On May 18, 2021, the lead plaintiff filed an Amended Class Action Complaint.

On August 2, 2021, the defendants moved to dismiss the Amended Class Action Complaint.

On September 27, 2021, the lead plaintiff filed a Second Amended Class Action Complaint in lieu of a response to the defendants’ motion to dismiss.

On November 3, 2021, the defendants moved to dismiss the Second Amended Class Action Complaint and on May 31, 2022, the court granted the defendants’ motion to dismiss the Second Amended Class Action Complaint with leave to amend.

On August 1, 2022, the lead plaintiff filed a Third Amended Class Action Complaint.

On August 2, 2022 the Court granted the parties' request to conduct a private mediation session to explore potential resolution of the action.

On November 17, 2022, at the conclusion of the mediation session, the parties executed a memorandum of understanding that agreed in principle to resolve the claims asserted in the securities class action.

The settlement provides for a payment to the plaintiff class of $ 13,000 .

The proposed settlement requires final negotiation of the terms of settlement and both preliminary and final approval by the court.

Should the court not approve the proposed settlement or if the proposed settlement otherwise does not become final, the parties will be returned to their litigation postures prior to the agreement in principle to settle.

In the event that the litigation resumes, the defendants intend to move to dismiss the plaintiff’s Third Amended Class Action Complaint.

During the quarter ended December 31, 2022, we recorded an accrual of $ 13,000 in Other accrued liabilities and separately recognized an insurance receivable asset of $ 12,411 within Receivables, other, on the consolidated balance sheet, in addition to expense of $ 589 recorded in selling, general and administrative on the consolidated statement of operations, the amount remaining on its self-insured retention/deductible.

In December 2020, a derivative shareholder action, captioned Edward D.

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On September 24, 2021, an individual shareholder filed a lawsuit in the Circuit Court for Henrico County styled Kent v.

Precigen, Inc.

, Case CL21-6349.

Precigen , Inc., Case CL21-6349.

The Kent action demands inspection of certain books and records of the Company pursuant to Virginia statutory and common law.

On December 9, 2021, the Company filed a demurrer to the plaintiff's amended petition in that action.

The parties have completed briefing on the demurrer and argument is scheduled for April 1, 2022.

The Company intends to defend the class action lawsuit and derivative actions vigorously;

On April 1, 2022, the court denied the demurrer and referred the matter to a hearing on the merits.

The Company intends to defend the lawsuits vigorously;

however, there can be no assurances regarding the ultimate outcome of these lawsuits.

The Company has previously entered into strategic collaborations, including ECCs and JVs, to fund and develop products enabled by its technologies.

These relationships involve complex interests, and the Company's interests may diverge with those of its collaborators, which can occur as a result of operations under those collaborations, business or technological developments, or as the Company transitions away from, or terminates, certain strategic collaborations.

The Company has had, and has, disagreements and disputes with certain collaborators and JV partners, including certain IEP Investors and IEPII Investors.

While the Company believes it is entitled to payment for work performed per its collaborations and JVs, consistent with its policy for accounting for accounts receivable, in 2019, the Company fully reserved the amount of any disputed accounts receivable that remained outstanding.

On December 29, 2021, the Company received a letter from a group of investors in each of Intrexon Energy Partners and Intrexon Energy Partners II, purporting to refer certain issues to arbitration pursuant to the arbitration provisions of the Amended and Restated Limited Liability Company Agreements of Intrexon Energy Partners and Intrexon Energy Partners II.

No specific damages amount is alleged or demanded.

On January 25, 2022, the Company filed a petition in the Court of Chancery for the State of Delaware seeking to join the arbitration proceeding.

A hearing on the petition is scheduled for March 3, 2022, and the Company expects a decision from the Court of Chancery thereafter.

Such disagreements and disputes result in management distraction and may result in further litigation, arbitration, unfavorable settlements, or concessions by the Company, or adverse regulatory action, any of which could harm the Company's business or operations.

The Company does not believe that any potential losses related to disputes with collaborators and JV partners are probable, nor estimable, at this time and has not accrued for any potential future losses, although such potential future losses could be material.

In the course of its business, the Company is involved in litigation or legal matters, including governmental investigations.

Such matters are subject to many uncertainties and outcomes are not predictable with assurance.

Such matters may result in adverse judgments, unfavorable settlements, or concessions by the Company, or adverse regulatory action, any of which could harm the Company’s business or operations.

Moreover, such matters are subject to many uncertainties and outcomes are not predictable with assurance.

The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

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Through December 2019, the Company was party to a Services Agreement ("Services Agreement") with Third Security pursuant to which Third Security provided the Company with certain professional, legal, financial, administrative, and other support services necessary to support the Company and its Executive Chairman.

Under the Services Agreement, as consideration for providing these services, Third Security was entitled to a fee paid in the form of fully-vested shares of Precigen common stock that approximated $ 800 per month.

In 2019, the number of shares of common stock was calculated based on the volume weighted average of the closing price of the Company's common stock over the 30-day period ending on the 15th day of the calendar month when the applicable services were provided.

During the year ended December 31, 2019, the Company issued 1,606,062 shares, with a value of $ 8,233 , to Third Security as payment for services rendered pursuant to the Services Agreement.

Following the expiration of the Services Agreement, the Company entered into a new agreement with Third Security under which the Company reimburses Third Security for certain tax-related services performed by Third Security as requested by the Company which expired on December 31, 2021.

As the Company evaluates its alternatives, it continues to utilize these services on a limited basis under the terms of the original agreement.

As the Company evaluated its alternatives, it continued to utilize these services on a limited basis under the terms of the original agreement.

The Company also reimburses Third Security for certain out-of-pocket expenses incurred on the Company's behalf prior to and after the expiration of the Services Agreement under a separate agreement.

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See Notes 1, 3, and 13 regarding additional transactions with affiliates of Third Security.

Transactions with ECC Parties

Collaborators in which the Company holds more than a de minimis equity interest, including interests received as upfront or milestone payments through collaborations, are considered related parties.

The Company held Series A Convertible Preferred Stock (the "Convertible Preferred Shares"), a convertible note, common shares of Castle Creek, and warrants to purchase shares of Castle Creek common stock previously acquired through

collaborations and other transactions.

As a result of the acquisition of Castle Creek by Castle Creek Pharmaceutical in December 2019, the Company received $ 1,280 in December 2019 for its shares of Castle Creek common stock and received a total of $ 3,311 in January 2020 for the Convertible Preferred Shares and the convertible note, including accrued interest thereon.

The Company recognized a total gain of $ 3,222 on the change in fair value of these instruments, which is included in total other expense, net, in the accompanying consolidated statement of operations for the year ended December 31, 2019.

Subsequent to the acquisition by Castle Creek Pharmaceutical, Castle Creek is no longer a related party.

Other Related Parties

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Management believes this financial metric is a key indicator of operating results since it excludes noncash revenues and expenses that are not reflective of the underlying business performance of an individual enterprise.

The Company defines Segment Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) income tax expense or benefit, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) loss on settlement agreements where noncash consideration is paid, (vi) adjustments for accrued bonuses paid in equity awards, (vii) gain or loss on disposals of assets, (viii) loss on impairment of goodwill and other noncurrent assets, (ix) equity in net loss of affiliates, and (x) recognition of previously deferred revenue associated with upfront and milestone payments as well as cash outflows from capital expenditures and investments in affiliates but includes proceeds from the sale of assets in the period sold.

During the year ended December 31, 2021, the Company modified the current period definition of Segment Adjusted EBITDA to exclude the gain or loss on disposals of assets and include proceeds from the sale of assets in the period sold.

Segment Adjusted EBITDA for the years ended December 31, 2020 and 2019, were restated to reflect this change.

noncash consideration is paid, (vi) adjustments for accrued bonuses paid in equity awards, (vii) gain or loss on disposals of assets, (viii) loss on impairment of goodwill and other noncurrent assets, (ix) equity in net loss of affiliates, and (x) recognition of previously deferred revenue associated with upfront and milestone payments as well as cash outflows from capital expenditures and investments in affiliates but includes proceeds from the sale of assets in the period sold.

Segment Adjusted EBITDA excludes the gain or loss on disposals of assets and include proceeds from the sale of assets in the period sold.

Because the Company uses Segment Adjusted EBITDA as its primary measure of segment performance, it has included this measure in its discussion of segment operating results.

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The CODM does not use total assets by segment to evaluate segment performance or allocate resources, and accordingly, these amounts are not required to be disclosed.

The Company's segment presentation excludes amounts related to the businesses included in the Transactions and the operations of MBP Titan which are reported as discontinued operations (Note 3).

For the year ended December 31, 2021, the Company's reportable segments were (i) Biopharmaceuticals, (ii) Exemplar, and (iii) Trans Ova.

The Company's segment presentation excludes amounts related to the businesses included in the Transactions, the operations of MBP Titan and Trans Ova which are reported as discontinued operations (Note 3).

For the year ended December 31, 2022, the Company's reportable segments were (i) Biopharmaceuticals and (ii) Exemplar.

These identified reportable segments met the quantitative thresholds to be reported separately for the year ended December 31, 2022.

See Note 2 for a description of Biopharmaceuticals.

See Note 1 for a description of Exemplar and Trans Ova.

The All Other category as reported below reflects Precigen's other operating segments that do not meet the quantitative thresholds to be reported separately.

See Note 2 for a description of Biopharmaceuticals and Exemplar.

Segment Adjusted EBITDA by reportable segment was as follows:

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Exemplar 4,997 6,898 4,004

Trans Ova 17,420 13,530 ( 2,836 )

All Other — — ( 3,501 )

Segment Adjusted EBITDA for operating segments $ ( 40,042 ) $ ( 38,856 ) $ ( 31,374 )

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Impairment losses ( 1,120 ) ( 543 ) ( 814 )

Loss on settlement agreement — ( 11,436 ) —

Stock-based compensation expense ( 10,197 ) ( 13,554 ) ( 19,008 )

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Eliminations ( 1,552 ) ( 2,056 ) ( 5,713 )

Consolidated net loss from continuing operations before income taxes $ ( 96,925 ) $ ( 103,855 ) $ ( 171,264 )

Consolidated loss from continuing operations before income taxes $ ( 79,966 ) $ ( 110,967 ) $ ( 104,524 )

Revenues by reportable segment were as follows:

Year Ended December 31, 2022

Biopharmaceuticals Exemplar Trans Ova Total

Biopharmaceuticals Exemplar Total

Revenues from external customers $ 14,894 $ 12,015 $ 26,909

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Year Ended December 31, 2021

Biopharmaceuticals Exemplar Trans Ova Total

Biopharmaceuticals Exemplar Total

Revenues from external customers $ 922 $ 13,345 $ 14,267

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Year Ended December 31, 2020

Biopharmaceuticals Exemplar Trans Ova All Other Total

Biopharmaceuticals Exemplar Total

Revenues from external customers $ 21,780 $ 10,158 $ 31,938

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Total consolidated revenues $ 26,909 $ 14,267 $ 31,992

For the years ended December 31, 2022, 2021, and 2020, 59.6 %, 61.5 %, and 51.9 % of total Exemplar segment revenue was attributable to one customer, respectively.

The Company recognized revenues derived in foreign countries totaling $ 233 , $ 378 , and $ 595 for the years ended December 31, 2022, 2021, and 2020, respectively.

Goodwill by reportable segment was as follows:

Biopharmaceuticals Exemplar Trans Ova Total

Biopharmaceuticals Exemplar Total

Balances at December 31, 2020 $ 17,693 $ 20,076 $ 37,769

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Foreign currency translation adjustments ( 149 ) — ( 149 )

Impairments ( 482 ) — ( 482 )

Balances at December 31, 2022 $ 16,847 $ 20,076 $ 36,923

As of December 31, 2022 and 2021, the Company had $ 2,591 and $ 4,463 , respectively, of long-lived assets in foreign countries.

The Company recognized revenues derived in foreign countries totaling $ 530 , $ 595 , and $ 1,401 for the years ended December 31, 2021, 2020, and 2019, respectively.

Defined Contribution Plans

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures