PRECIGEN, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on their evaluation of our disclosure controls and procedures as of December 31, 2022, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management's Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: 85 Table of Contents (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022. Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2022, as stated in their report, which is included in Part II Item 8 of this Annual Report. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 86 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors, and employees, which is available on our website ( investors.precigen.com ) under "Corporate Governance." We will provide a copy of this document, without charge, upon request, by writing to us at Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876, Attention: Investor Relations. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above. Item 11. Executive Compensation The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. Item 14. Principal Accounting Fees and Services The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. 87 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: 1. Financial Statements . Consolidated Financial Statements of Precigen, Inc. and Subsidiaries Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2022 and 2021 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021, and 2020 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2021, and 2020 Consolidated Statements of Shareholders' and Total Equity for the Years Ended December 31, 2022, 2021, and 2020 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021, and 2020 Notes to the Consolidated Financial Statements 2. Financial Statement Schedules . All financial statement schedules have been omitted because either the required information is not applicable or the information required is included in the consolidated financial statements and notes thereto included in this Annual Report. 3. Exhibits . The exhibits are listed in Item 15(b) below. (b) Exhibits The following exhibits are filed with this Annual Report or incorporated by reference: Exhibit No. Description 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) 3.2* Amended and Restated Bylaws (19) 4.1* Specimen certificate evidencing shares of common stock (21) 4.2* Form of Second Amended and Restated Warrant to Purchase Shares of Common Stock (1) 4.3* Base Indenture, dated July 3, 2018, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (10) 4.4* First Supplemental Indenture (including the form of 3.50% convertible senior notes due 2023), dated July 3, 2018, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (10) 4.5 Description of Securities (17) 88 Table of Contents 10.1†* Amended and Restated 2008 Equity Incentive Plan of the Company (1) 10.2†* Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 9, 2014 (4) 10.2A†* Amended and Restated 2013 Omnibus Incentive Plan of the Company, Form of Restricted Stock Agreement (4) 10.2B†* Amended and Restated 2013 Omnibus Incentive Plan of the Company, Form of Incentive Stock Option Agreement (4) 10.2C†* Amended and Restated 2013 Omnibus Incentive Plan of the Company, Form of Nonqualified Stock Option Agreement (4) 10.2D†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 11, 2015 (5) 10.2E†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 9, 2016 (6) 10.2F†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 28, 2017 (7) 10.2G†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective as of June 7, 2018 (9) 10.2H†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective as of June 12, 2019 (13) 10.2I†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective January 5, 2020 (18) 10.2J†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective as of June 19, 2020 (20) 10.2K†* 2013 Amended and Restated Omnibus Incentive Plan of the Company, as amended, Form of Restricted Stock Unit Agreement for Officers (8) 10.2L†* 2013 Amended and Restated Omnibus Incentive Plan of the Company, as amended, Form of Restricted Stock Unit Agreement for Directors (8) 10.3* 2019 Incentive Plan of the Company for Non-Employee Service Providers, effective as of June 12, 2019 (13) 10.4†* Form of Continuing Employment Agreement (12) 10.5†* Employment Agreement, dated January 1, 2020, by and between the Company and Helen Sabzevari, Ph.D. (15) 10.6†* Executive Chairman Compensation Arrangement, by and between the Company and Randal J. Kirk (23) 10.7#* Exclusive Channel Collaboration Agreement, dated as of March 26, 2014, by and between the Company and Intrexon Energy Partners, LLC (2) 10.8#* Amended and Restated Limited Liability Company Agreement of Intrexon Energy Partners, LLC, dated as of March 26, 2014, by and among the Company and the parties thereto (2) 10.9* Securities Issuance Agreement by and among the Company, The University of Texas System Board of Regents on behalf of The University of Texas MD Anderson Cancer Center dated as of January 13, 2015 (3) 10.10#* Exclusive License Agreement, dated October 5, 2018, by and between Precigen, Inc. and ZIOPHARM Oncology, Inc. (11) 10.11* Share Lending Agreement, dated June 28, 2018, by and between the Company, J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, New York Branch (10) 10.12* Stock and Asset Purchase Agreement, dated January 1, 2020, by and between the Company and TS Biotechnology Holdings, LLC (14) 21.1 List of Subsidiaries of Precigen, Inc. 23.1 Consent of Deloitte & Touche LLP 89 Table of Contents 31.1 Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of Precigen, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of Precigen, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of Precigen, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of Precigen, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101** Interactive Data File (Precigen, Inc. and Subsidiaries Consolidated Financial Statements for the years ended December 31, 2022, 2021, and 2020, formatted in Inline XBRL (eXtensible Business Reporting Language)). Attached as Exhibit 101 are the following documents formatted in XBRL: (i) the Consolidated Balance Sheets as of December 31, 2022 and 2021, (ii) the Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020, (iii) the Consolidated Statements of Shareholders' and Total Equity for the years ended December 31, 2022, 2021, and 2020, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020 and (v) the Notes to the Consolidated Financial Statements. 104** Cover Page Interactive Data File (embedded within the Inline XBRL document) 90 Table of Contents * Previously filed and incorporated by reference to the exhibit indicated in the following filings by the Company: (1) Amendment No. 1 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 29, 2013. (2) Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on April 4, 2014. (3) Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 14, 2015. (4) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2014. (5) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2015. (6) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2016. (7) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 30, 2017. (8) Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 1, 2018. (9) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 8, 2018. (10) Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 3, 2018. (11) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2018. (12) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2019. (13) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2019. (14) Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 2, 2020. (15) Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 7, 2020. (16) Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 4, 2020. (17) Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2020. (18) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2020. (19) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 4, 2020. (20) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 19, 2020. (21) Registration Statement on Form S-3, filed with the Securities and Exchange Commission on June 22, 2020. (22) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2020. ** Furnished herewith † Indicates management contract or compensatory plan. # Portions of the exhibit (indicated by asterisks) have been omitted in compliance with Item 601 of Regulation S-K. (c) Financial Statement Schedules The response to Item 15(a)2 is incorporated herein by reference. Item 16. Form 10-K Summary None. 91 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 6, 2023 PRECIGEN, INC. By: /S/ HELEN SABZEVARI Helen Sabzevari Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /S/ HELEN SABZEVARI Chief Executive Officer and Director (Principal Executive Officer) 3/6/2023 Helen Sabzevari /S/ HARRY THOMASIAN JR. Chief Financial Officer (Principal Accounting and Financial Officer) 3/6/2023 Harry Thomasian Jr. /S/ RANDAL J. KIRK Executive Chairman 3/6/2023 Randal J. Kirk /S/ CESAR L. ALVAREZ Director 3/6/2023 Cesar L. Alvarez /S/ STEVEN FRANK Director 3/6/2023 Steven Frank /S/ VINITA D. GUPTA Director 3/6/2023 Vinita D. Gupta /S/ FRED HASSAN Director 3/6/2023 Fred Hassan /S/ JEFFREY B. KINDLER Director 3/6/2023 Jeffrey B. Kindler /S/ DEAN J. MITCHELL Director 3/6/2023 Dean J. Mitchell /S/ ROBERT B. SHAPIRO Director 3/6/2023 Robert B. Shapiro /S/ JAMES S. TURLEY Director 3/6/2023 James S. Turley 92 Table of Contents Index to the Financial Statements and Schedules Page(s) Consolidated Financial Statements of Precigen, Inc. and Subsidiaries F- 2 Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 3 Consolidated Balance Sheets as of December 31, 202 2 and 202 1 F- 6 Consolidated Statements of Operations for the Years Ended December 31, 202 2 , 202 1 , and 20 20 F- 8 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 202 2 , 202 1 , and 20 20 F- 9 Consolidated Statements of Shareholders' and Total Equity for the Years Ended December 31, 202 2 , 202 1 , and 20 20 F- 10 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 2 , 202 1 , and 20 20 F- 13 Notes to the Consolidated Financial Statements F- 16 F-1 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Financial Statements December 31, 2022, 2021, and 2020 F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Precigen, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Precigen, Inc. 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. Goodwill - Exemplar Reporting Unit - Refer to Notes 2 and 10 to the financial statements Critical Audit Matter Description 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 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. F-3 Table of Contents • 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 Baltimore, Maryland March 6, 2023 We have served as the Company’s auditor since 2019. F-4 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Precigen, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Precigen, Inc. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 6, 2023, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Baltimore, Maryland March 6, 2023 F-5 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2022 and 2021 (Amounts in thousands, except share data) 2022 2021 Assets Current assets Cash and cash equivalents $ 4,858 $ 36,423 Restricted cash 43,339 — Short-term investments 51,092 72,240 Receivables Trade, less allowance for credit losses of $ 184 as of both December 31, 2022 and 2021 959 1,341 Related parties, less allowance for credit losses of $ 0 and $ 1,509 as of December 31, 2022 and 2021 19 73 Other 12,826 566 Inventory 287 326 Prepaid expenses and other 4,779 5,471 Current assets held for sale — 40,188 Total current assets 118,159 156,628 Long-term investments — 48,562 Property, plant and equipment, net 7,329 8,599 Intangible assets, net 44,455 52,291 Goodwill 36,923 37,554 Right-of-use assets 8,086 9,990 Other assets 1,025 936 Noncurrent assets held for sale — 45,296 Total assets $ 215,977 $ 359,856 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2022 and 2021 (Amounts in thousands, except share data) 2022 2021 Liabilities and Shareholders' Equity Current liabilities Accounts payable $ 4,068 $ 3,112 Accrued compensation and benefits 6,377 7,856 Other accrued liabilities 23,747 7,817 Deferred revenue 25 1,490 Current portion of long-term debt 43,219 52 Current portion of lease liabilities 1,209 1,393 Related party payables — 74 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 $ 0 and $ 21,205 from related parties as of December 31, 2022 and 2021 1,818 23,023 Lease liabilities, net of current portion 6,992 8,747 Deferred tax liabilities 2,263 2,539 Long-term liabilities held for sale — 3,672 Total liabilities 89,718 252,508 Commitments and contingencies (Note 16) Shareholders' equity Common stock, no par value, 400,000,000 shares authorized as of December 31, 2022 and 2021; and 208,150,021 shares and 206,739,874 shares issued and outstanding as of December 31, 2022 and 2021, respectively — — Additional paid-in capital 1,998,314 2,022,701 Accumulated deficit ( 1,868,567 ) ( 1,915,556 ) Accumulated other comprehensive (loss) income ( 3,488 ) 203 Total shareholders' equity 126,259 107,348 Total liabilities and shareholders' equity $ 215,977 $ 359,856 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Operations Years Ended December 31, 2022, 2021, and 2020 (Amounts in thousands, except share and per share data) 2022 2021 2020 Revenues Collaboration and licensing revenues, including $ 14,561 , $ 0 , and $ 3,053 from related parties in 2022, 2021, and 2020, respectively $ 14,661 $ 506 $ 21,208 Product revenues 1,903 2,164 2,435 Service revenues 10,094 11,095 7,627 Other revenues 251 502 722 Total revenues 26,909 14,267 31,992 Operating Expenses Cost of products and services 6,339 5,745 5,374 Research and development 47,170 47,933 39,428 Selling, general and administrative 48,006 51,994 72,694 Impairment of goodwill 482 — — Impairment of other noncurrent assets 638 543 814 Total operating expenses 102,635 106,215 118,310 Operating loss ( 75,726 ) ( 91,948 ) ( 86,318 ) Other Expense, Net Interest expense ( 6,774 ) ( 18,755 ) ( 18,209 ) Interest and dividend income 133 171 1,006 Other income (expense), net 1,539 ( 432 ) ( 400 ) Total other expense, net ( 5,102 ) ( 19,016 ) ( 17,603 ) Equity in net income (loss) of affiliates 862 ( 3 ) ( 603 ) Loss from continuing operations before income taxes ( 79,966 ) ( 110,967 ) ( 104,524 ) Income tax benefit 189 160 82 Loss from continuing operations ( 79,777 ) ( 110,807 ) ( 104,442 ) Income (loss) from discontinued operations, net of income tax benefit 108,094 18,641 ( 66,079 ) 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 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (loss) Years Ended December 31, 2022, 2021, and 2020 (Amounts in thousands) 2022 2021 2020 Net income (loss) $ 28,317 $ ( 92,166 ) $ ( 170,521 ) Other comprehensive income (loss): Unrealized gain (loss) on investments ( 431 ) ( 344 ) 6 Gain (loss) on foreign currency translation adjustments ( 3,262 ) ( 3,450 ) 4,502 Release of cumulative foreign currency translation adjustments to net loss from discontinued operations — — 26,957 Comprehensive Income (loss) $ 24,624 $ ( 95,960 ) $ ( 139,056 ) The accompanying notes are an integral part of these consolidated financial statements. F-9 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Shareholders' Equity Years Ended December 31, 2022, 2021, and 2020 (Amounts in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shareholders' Equity Shares Amount Balances at December 31, 2019 163,274,880 $ — $ 1,752,048 $ ( 27,468 ) $ ( 1,652,869 ) $ 71,711 Stock-based compensation expense — — 18,366 — — 18,366 Shares issued upon vesting of restricted stock units and for exercises of stock options and warrants 877,249 — 117 — — 117 Shares issued for accrued compensation 1,955,405 — 5,100 — — 5,100 Shares issued as payment for services 413,911 — 1,006 — — 1,006 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 Balances at December 31, 2020 187,663,207 $ — $ 1,886,567 $ 3,997 $ ( 1,823,390 ) $ 67,174 The accompanying notes are an integral part of these consolidated financial statements. F-10 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Shareholders' Equity Years Ended December 31, 2022, 2021, and 2020 (Amounts in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Shareholders' Equity Shares Amount Balances at December 31, 2020 187,663,207 $ — $ 1,886,567 $ 3,997 $ ( 1,823,390 ) $ 67,174 Stock-based compensation expense — — 13,904 — — 13,904 Shares issued upon vesting of restricted stock units and for exercises of stock options 1,751,896 — 608 — — 608 Shares issued as payment for services 74,771 — 577 — — 577 Shares issued in public offering, net of issuance costs 17,250,000 — 121,045 — — 121,045 Net loss — — — — ( 92,166 ) ( 92,166 ) Other comprehensive loss — — — ( 3,794 ) — ( 3,794 ) Balances at December 31, 2021 206,739,874 $ — $ 2,022,701 $ 203 $ ( 1,915,556 ) $ 107,348 The accompanying notes are an integral part of these consolidated financial statements. F-11 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Shareholders' Equity Years Ended December 31, 2022, 2021, and 2020 (Amounts in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shareholders' Equity Shares Amount 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 Net Income — — — — 28,317 28,317 Other comprehensive loss — — — ( 3,691 ) — ( 3,691 ) Balances at December 31, 2022 208,150,021 $ — $ 1,998,314 $ ( 3,488 ) $ ( 1,868,567 ) $ 126,259 The accompanying notes are an integral part of these consolidated financial statements. F-12 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2022, 2021, and 2020 (Amounts in thousands) 2022 2021 2020 Cash flows from 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 Loss on disposals of assets, net 421 150 4,442 Impairment of goodwill 482 — 9,635 Impairment of other noncurrent assets 638 543 13,326 Gain on sale of discontinued operations ( 94,702 ) — ( 672 ) Loss on release of cumulative foreign currency translation adjustments to loss from discontinued operations — — 26,957 Loss on settlement agreement — — 11,436 Gain on debt retirement ( 961 ) — — 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 (income) loss of affiliates ( 862 ) 3 1,176 Stock-based compensation expense 10,206 13,904 18,366 Shares issued as payment for services 576 577 1,006 Provision for credit losses 944 1,268 899 Accretion of debt discount and amortization of deferred financing costs 1,042 11,735 10,587 Deferred income taxes ( 150 ) ( 167 ) ( 156 ) Noncash (gain) loss on termination of leases — ( 5,831 ) 191 Other noncash items 106 24 35 Changes in operating assets and liabilities: Receivables: Trade ( 2,229 ) ( 6,176 ) 2,214 Related parties 54 ( 54 ) 258 Other ( 11,338 ) ( 330 ) 1,853 Inventory 2,341 ( 1,903 ) 2,511 Prepaid expenses and other 289 520 ( 812 ) Other assets ( 101 ) 305 ( 142 ) Accounts payable 379 420 ( 1,097 ) Accrued compensation and benefits ( 37 ) 2,853 ( 789 ) Other accrued liabilities 11,561 1,850 ( 2,682 ) Deferred revenue ( 23,396 ) 1,656 ( 21,045 ) Lease liabilities ( 107 ) 97 ( 887 ) Related party payables ( 78 ) 8 ( 33 ) Other long-term liabilities ( 37 ) ( 50 ) — Net cash used in operating activities ( 65,045 ) ( 55,771 ) ( 77,021 ) The accompanying notes are an integral part of these consolidated financial statements. F-13 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2022, 2021, and 2020 (Amounts in thousands) 2022 2021 2020 Cash flows from investing activities Purchases of investments — ( 174,221 ) ( 171,360 ) Sales and maturities of investments 68,441 100,168 133,000 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 162,306 — 64,240 Proceeds from repayment of notes receivable — 3,754 2,942 Net cash provided by (used in) investing activities 226,417 ( 74,540 ) 27,779 Cash flows from financing activities Proceeds from issuance of shares and warrants, net of issuance costs — 121,045 35,000 Advances from lines of credit — — 10,005 Repayments of advances from lines of credit — — ( 11,927 ) 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 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 increase (decrease) in cash, cash equivalents, and restricted cash 5,253 ( 8,907 ) ( 16,184 ) Cash, cash equivalents, and restricted cash Beginning of year 43,343 52,250 68,434 End of year $ 48,596 $ 43,343 $ 52,250 The accompanying notes are an integral part of these consolidated financial statements. F-14 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2022, 2021, and 2020 (Amounts in thousands) 2022 2021 2020 Supplemental disclosure of cash flow information Cash paid during the period for interest $ 8,535 $ 7,155 $ 7,202 Cash paid during the period for income taxes — 36 48 Significant noncash activities Fair value of stock issued upon conversion of long-term debt — — 56,827 Fair value of stock issued in conjunction with settlement agreement — — 18,103 Accrued compensation paid in equity awards 1,698 — 5,100 Purchases of property and equipment included in accounts payable and other accrued liabilities 40 820 277 Proceeds from sale of assets included in receivables — 14 4,227 The following table provides a reconciliation of the cash, cash equivalents, and restricted cash balances as of December 31, 2022 and 2021 as shown above: 2022 2021 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 Cash, cash equivalents, and restricted cash $ 48,596 $ 43,343 The accompanying notes are an integral part of these consolidated financial statements. F-15 Table of Contents Precigen, Inc. and Subsidiaries Notes to the Consolidated Financial Statements (Amounts in thousands, except share and per share data) 1. Organization and Basis of Presentation Precigen, Inc. ("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, with its primary operations located in Ghent, 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. 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. 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. 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." Liquidity 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. GAAP"). 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 other products and companies, and the technical risks associated with the successful research, development, and clinical manufacturing of its therapeutic product candidates. 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, 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, obtain regulatory approval of its therapeutics product candidates, successfully F-16 Table of Contents commercialize its therapeutics product candidates, generate revenue, meet its obligations and, ultimately, attain profitable operations. 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements reflect the operations of Precigen and its subsidiaries. All intercompany accounts and transactions have been eliminated. Risks and Uncertainties 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. See Note 3 for further discussion of the impact of COVID-19 on MBP Titan. Revenue Recognition The Company recognizes revenue when its customer obtains control of the promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), the Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the promises and distinct performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Collaboration and licensing revenues The Company has historically generated collaboration and licensing revenues through agreements with collaborators (known as exclusive channel collaborations or "ECCs") and licensing agreements whereby the collaborators or the licensee obtain exclusive access to the Company's proprietary technologies for use in the research, development and commercialization of products and/or treatments in a contractually specified field of use. Generally, the terms of these agreements provide that the Company receives some or all of the following: (i) upfront payments upon consummation of the agreement; (ii) reimbursements for costs incurred by the Company for research and development and/or manufacturing efforts related to specific applications provided for in the agreement; (iii) milestone payments upon the achievement of specified development, regulatory, and commercial activities; and (iv) royalties on sales of products arising from the collaboration or licensing agreement. The agreement typically continues in perpetuity unless terminated and each of the Company's collaborators retain a right to terminate the agreement upon providing the Company written notice a certain period of time prior to such termination, generally 90 days. The Company's collaboration and licensing agreements typically contain multiple promises, including technology licenses, research and development services and, in certain cases, manufacturing services. The Company determines whether each of the promises is a distinct performance obligation. As the nature of the promises in the Company's collaboration and licensing agreements are highly integrated and interrelated, the Company typically combines most of its promises into a single performance obligation. Because the Company is performing research and development services during early-stage development, the services are integral to the utilization of the technology license. Therefore, the Company has determined that the technology license and research and development services are typically inseparable from each other during the performance period of its collaboration and licensing agreements. Options to acquire additional services are considered to determine if they constitute material rights. Contingent manufacturing services that may be provided under certain of the Company's agreements are considered to be a separate future contract and not part of the current collaboration or licensing agreement. F-17 Table of Contents At contract inception, the Company determines the transaction price, including fixed consideration and any estimated amounts of variable consideration. The upfront payment received upon consummation of the agreement is fixed and nonrefundable. Variable consideration is subject to a constraint and amounts are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration may include reimbursements for costs incurred by the Company for research and development efforts; milestone payments upon the achievement of certain development, regulatory, and commercial activities; and royalties on sales of products arising from the collaboration or licensing agreement. The Company determines the initial transaction price and excludes variable consideration that is otherwise constrained pursuant to the guidance in ASC 606. The transaction price is allocated to the performance obligations in the agreement based on the standalone selling price of each performance obligation. The Company typically groups the promises in its collaboration and licensing agreements into one performance obligation so the entire transaction price relates to this single performance obligation. The technology license included in the single performance obligation is considered a functional license. However, it is typically combined into a single performance obligation as the Company provides interrelated research and development services along with other obligations over an estimated period of performance. The Company utilizes judgment to determine the most appropriate method to measure its progress of performance under the agreement, primarily based on inputs necessary to fulfill the performance obligation. The Company evaluates its measure of progress to recognize revenue each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company's measure of performance and revenue recognition involves significant judgment and assumptions, including, but not limited to, estimated costs and timelines to complete its performance obligations. The Company evaluates modifications and amendments to its contracts to determine whether any changes should be accounted for prospectively or on a cumulative catch-up basis. Payments received for cost reimbursements for research and development efforts are recognized as revenue as the services are performed, in connection with the single performance obligation discussed above. The reimbursements relate specifically to the Company's efforts to provide services and the reimbursements are consistent with what the Company would typically charge other collaborators for similar services. The Company assesses the uncertainty of when and if the milestone will be achieved to determine whether the milestone is included in the transaction price. The Company then assesses whether the revenue is constrained based on whether it is probable that a significant reversal of revenue would not occur when the uncertainty is resolved. Royalties, including sales-based milestones, received under the agreements will be recognized as revenue when sales have occurred because the Company applies the sales- or usage-based royalties recognition exception provided for under ASC 606. The Company determined the application of this exception is appropriate because at the time the royalties are generated, the technology license granted in the agreement is the predominant item to which the royalties relate. As the Company receives upfront payments in its collaboration and licensing agreements, it evaluates whether any significant financing components exist in its collaboration and licensing agreements. Based on the nature of its collaboration and licensing agreements, there are no significant financing components as the purpose of the upfront payment is not to provide financing. The purpose is to provide the collaborator with assurance that the Company will complete its obligations under the contract or to secure the right to a specific product or service at the collaborator's discretion. In addition, the variable payments generally align with the timing of performance or the timing of the consideration varies on the basis of the occurrence or nonoccurrence of a future event that is not substantially within the control of the collaborator or the Company. From time to time, the Company and certain collaborators may cancel their agreements, relieving the Company of any further performance obligations under the agreement. Upon such cancellation or when the Company has determined no further performance obligations are required of the Company under an agreement, the Company recognizes any remaining deferred revenue as revenue. Product and service revenues 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 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 F-18 Table of Contents 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. Research and Development The Company considers that regulatory requirements inherent in the research and development of new products preclude it from capitalizing such costs. Research and development expenses include salaries and related costs of research and development personnel, including stock-based compensation expense, costs to acquire or reacquire technology rights, contract research organizations and consultants, facilities, materials and supplies associated with research and development projects as well as various laboratory studies. Costs incurred in conjunction with collaboration and licensing arrangements are included in research and development. Indirect research and development costs include depreciation, amortization, and other indirect overhead expenses. The Company has research and development arrangements with third parties that include upfront and milestone payments. 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 by providing written notice at least sixty days before the desire termination date. Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Cash balances at a limited number of banks may periodically exceed insurable amounts. The Company believes that it mitigates its risk by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuer. 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, 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. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset and liability. As a basis for considering such assumptions, the Company uses a three-tier fair value hierarchy that prioritizes the inputs used in its fair value measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: Quoted prices in active markets for identical assets and liabilities; Level 2: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available. Concentrations of Risk 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. From time F-19 Table of Contents 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. The Company manages credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs ongoing credit evaluations of its customers but generally does not require collateral to support accounts receivable. Equity Method Investments 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 The Company identifies entities that (i) do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support or (ii) in which the equity investors lack an essential characteristic of a controlling financial interest as variable interest entities ("VIEs"). The Company performs an initial and on-going evaluation of the entities with which the Company has variable interests to determine if any of these entities are VIEs. If an entity is identified as a VIE, the Company performs an assessment to determine whether the Company has both (i) the power to direct activities that most significantly impact the VIE's economic performance and (ii) have the obligation to absorb losses from or the right to receive benefits of the VIE that could potentially be significant to the VIE. If both of these criteria are satisfied, the Company is identified as the primary beneficiary of the VIE. 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. 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'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 accounts receivables. Balances are written off at the point when collection attempts have been exhausted. Estimates are used to determine the loss allowance, which is based on assessment of anticipated payment and other historical, current, and future information that is reasonably available. The following table shows the activity in the allowance for credit losses for the years ended December 31, 2022, 2021, and 2020: 2022 2021 2020 Beginning balance $ 1,693 $ 1,509 $ 2,312 Charged to operating expenses — 140 — Write offs of accounts receivable, net of recoveries ( 1,509 ) 44 ( 803 ) Ending balance 184 1,693 1,509 Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Major additions or betterments are capitalized and repairs and maintenance are expensed as incurred. Depreciation and amortization is calculated using the F-20 Table of Contents straight-line method over the estimated useful lives of the assets. The estimated useful lives of these assets from continuing operations are as follows: Years Land improvements 9 – 15 Buildings and building improvements 9 – 15 Furniture and fixtures 4 – 7 Equipment 2 – 7 Breeding stock 2 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 eleven years . Operating Leases The Company determines if an arrangement is a lease at inception. Operating leases are included as right-of-use assets ("ROU Assets") and lease liabilities on the consolidated balance sheets. The Company has elected not to recognize ROU Assets or lease liabilities for leases with lease terms of one year or less. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the ROU Asset also includes any lease payments made, adjusted for lease incentives. For leases that contain fixed non-lease payments, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments, which primarily include payments for non-lease components such as maintenance costs, are excluded from the ROU Assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As the Company's operating leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate at the lease commencement date, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease, in determining the present value of future payments. The lease term for all of the Company's leases includes the noncancelable period of the lease plus any additional periods covered by options that the Company is reasonably certain to exercise, either to extend or to not terminate the lease. Lease expense is recognized on a straight-line basis over the lease term. Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. The Company may elect to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the goodwill impairment test. If this is the case, the quantitative goodwill impairment test is required. 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. 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 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. The income approach is a valuation technique in which fair value is based from forecasted future cash flows, discounted at the appropriate rate of return commensurate with the risk as well as current rates of return for equity and debt capital as of the valuation date. 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. See Notes 3 and 10 for additional discussion regarding goodwill impairment charges recorded in the year ended December 31, 2022 and 2020. F-21 Table of Contents Intangible Assets Intangible assets subject to amortization consist of patents, developed technologies and know-how; customer relationships; and trademarks acquired as a result of mergers and acquisitions. These intangible assets are subject to amortization, were recorded at fair value at the date of acquisition, and are stated net of accumulated amortization. The Company amortizes long-lived intangible assets to reflect the pattern in which the economic benefits of the intangible asset are expected to be realized. The intangible assets are amortized over their estimated useful lives, ranging from three to eighteen years for the patents, developed technologies, and know-how; customer relationships; and trademarks. Impairment of Long-Lived Assets Long-lived assets to be held and used, including property, plant and equipment, ROU Assets, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. See Notes 3 and 9 for additional discussion of impairment of long-lived assets for the years ended December 31, 2022, 2021 and 2020. Foreign Currency Translation The assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated from their respective functional currencies into United States dollars at the exchange rates in effect at the balance sheet date, with resulting foreign currency translation adjustments recorded in the consolidated statement of comprehensive loss. Revenue and expense amounts are translated at average rates during the period. Income Taxes Income taxes are accounted for under the asset and liability method. 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. 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. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company identifies any uncertain income tax positions and recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest, if any, related to unrecognized tax benefits as a component of interest expense. Penalties, if any, are recorded in selling, general and administrative expenses. The Company accounts for the minimum tax on global intangible low-taxed income ("GILTI") as a period charge in the period in which the tax arises. There was no impact from GILTI to the accompanying consolidated financial statements. Share-Based Payments Precigen uses the Black-Scholes option pricing model to estimate the grant-date fair value of all stock options. The Black-Scholes option pricing model requires the use of assumptions for estimated expected volatility, estimated expected term of stock options, risk-free rate, estimated expected dividend yield, and the fair value of the underlying common stock at the date of grant. Through 2019, since Precigen did not have sufficient history to estimate the expected volatility of its common stock price, expected volatility was based on a blended approach that utilized the volatility of Precigen's common stock and the volatility of peer public entities that were similar in size and industry. Beginning in 2020, for stock options with an expected term where there is sufficient history available, expected volatility is based on the volatility of Precigen's common stock. For any stock options where sufficient history is not available for the expected term, expected volatility is based on the blended approach discussed above. Precigen estimates the expected term of options based on previous history of exercises unless certain terms of the stock option require a different expected term that more appropriately reflects the estimated life of the stock option. F-22 Table of Contents The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant for the expected term of the option. The expected dividend yield is 0 % as Precigen does not expect to declare cash dividends in the near future. The fair value of the underlying common stock is determined based on the quoted market price on the Nasdaq Global Select Market ("Nasdaq"). Forfeitures are recorded when incurred. The assumptions used in the Black-Scholes option pricing model for the years ended December 31, 2022, 2021, and 2020 are set forth in the table below: 2022 2021 2020 Valuation assumptions Expected dividend yield 0 % 0 % 0 % Expected volatility 87 %– 89 % 87 %– 90 % 59 %– 90 % Expected term (years) 6.25 6.00 6.00 - 10.00 Risk-free interest rate 1.64 %– 4.12 % 0.61 %– 1.33 % 0.36 %– 1.80 % 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 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: December 31, 2022 2021 2020 Options 15,201,276 12,260,187 11,255,896 Restricted stock units 697,815 468,481 1,727,712 Warrants — 121,888 133,264 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. 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. 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 F-23 Table of Contents 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. Note 18 for further discussion of the Company's segments. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Recently Adopted Accounting Pronouncements 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. 3. Discontinued Operations Trans Ova 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. F-24 Table of Contents 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: December 31, 2021 Assets 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 Liabilities 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 F-25 Table of Contents 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 MBP Titan 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. The wind down of MBP Titan's activities was substantially completed by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021. This discontinuation of operations represented the continuation of a strategic shift to becoming primarily a healthcare company advancing technologies and products that address complex healthcare challenges that the Company commenced as part of the Transactions defined and discussed below. The assets, liabilities, and expenses related to the discontinued operations of MBP Titan are classified and presented as discontinued operations in the accompanying consolidated financial statements for all periods. The January 2021 sale of property and equipment resulted in a gain on disposal of assets of $ 464 , which is included in income from discontinued operations in the accompanying consolidated statement of operations for the year ended December 31, 2021. In January 2021, the Company executed termination and recapture agreements with the landlord of the leased facility used in MBP Titan's operations, thereby relieving the Company of all of its obligations related to the facility that were originally due to expire in July 2025. This lease termination resulted in a gain of $ 4,602 , which is also included in income from discontinued operations in the accompanying consolidated statement of operations for the year ended December 31, 2021. After the wind down of MBP Titan, certain assets and contractual obligations which were previously managed by MBP Titan continue to be managed at the Precigen corporate level. These remaining assets and contractual obligations include the Company's equity interest in and collaboration agreements with Intrexon Energy Partners, LLC ("Intrexon Energy Partners") and Intrexon Energy Partners II, LLC ("Intrexon Energy Partners II"), including the associated deferred revenue remaining under each collaboration agreement (Notes 4 and 5), as well as the associated intellectual property developed by MBP Titan to date. 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. F-26 Table of Contents The following table presents the financial results of discontinued operations related to MBP Titan: Year Ended December 31, 2021 2020 Operating (gains) expenses (1) $ ( 4,599 ) $ 40,692 Operating income (loss) 4,599 ( 40,692 ) Income (loss) before income taxes 4,599 ( 40,692 ) Income (loss) from discontinued operations $ 4,599 $ ( 40,692 ) (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 Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization $ — 2,474 Impairment of goodwill — 9,635 Impairment of other noncurrent assets — 12,406 (Gain) loss on disposal of assets, net ( 464 ) 67 Stock-based compensation expense — ( 34 ) Noncash gain on termination of leases ( 4,602 ) — Cash flows from investing activities Purchases of property, plant and equipment — ( 88 ) Proceeds from sales of assets 1,083 3,952 Transactions with TS Biotechnology Holdings, LLC and Darling Ingredients, Inc. On January 1, 2020, the Company and TS Biotechnology Holdings, LLC ("TS Biotechnology"), a related party and an entity managed by Third Security, entered into a Stock and Asset Purchase Agreement pursuant to which the Company agreed to sell a majority of the Company's non-healthcare assets and operations to TS Biotechnology for $ 53,000 and certain contingent payment rights (the "TS Biotechnology Sale"). The TS Biotechnology Sale closed on January 31, 2020. The assets and operations sold in the TS Biotechnology Sale included the following wholly owned subsidiaries, as well as certain equity securities that were directly related to the subsidiaries sold: • Intrexon Produce Holdings, Inc., the parent company of two companies focused on the development and sale of non-browning apples, Okanagan Specialty Fruits, Inc. and Fruit Orchard Holdings, Inc.; • Intrexon UK Holdings, Inc., the parent company of Oxitec Limited and its subsidiaries, which focused on biological insect solutions; • ILH Holdings, Inc., a company focused on the production of certain fine chemicals focused primarily on microbial production of therapeutic compounds; and • Blue Marble AgBio LLC which was formed in January 2020 and included certain agriculture biotechnology assets and operations that were previously an operating division within Precigen. F-27 Table of Contents Additionally, on January 2, 2020, the Company sold its equity interest in EnviroFlight, LLC ("EnviroFlight"), a JV with Darling Ingredients, Inc. ("Darling"), and related intellectual property rights to Darling for $ 12,200 (the "EnviroFlight Sale"). Unless referenced separately, the TS Biotechnology Sale and the EnviroFlight Sale are collectively referred to as the "Transactions". 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 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 TS Biotechnology Sale EnviroFlight Sale Total Revenues (1) $ 1,294 $ — $ 1,294 Operating expenses 896 — 896 Operating income 398 — 398 Gain on sale of discontinued operations 633 39 672 Loss on release of cumulative foreign currency translation adjustment ( 26,957 ) — ( 26,957 ) Other expense, net ( 129 ) — ( 129 ) Equity in net loss of affiliates — ( 38 ) ( 38 ) Income (loss) before income taxes ( 26,055 ) 1 ( 26,054 ) Income tax expense ( 2 ) — ( 2 ) Income (loss) from discontinued operations $ ( 26,057 ) $ 1 $ ( 26,056 ) (1) Includes revenue recognized from related parties of $ 436 . 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. Year Ended December 31, 2020 Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization $ — Impairment of goodwill — Impairment of other noncurrent assets — Gain on sale of discontinued operations ( 672 ) Loss on release of cumulative foreign currency translation adjustment 26,957 Unrealized and realized depreciation on equity securities and preferred stock, net 106 Equity in net loss of EnviroFlight 38 Stock-based compensation expense ( 1,346 ) Deferred income taxes — Cash flows from investing activities Investments in EnviroFlight — Purchases of property, plant and equipment ( 382 ) F-28 Table of Contents Equity Method Investments The Company accounted for its investment in EnviroFlight using the equity method of accounting. Summarized financial data for EnviroFlight for the periods in which the Company held the equity method investment were not material. Out-of-Period Adjustment During the year ended December 31, 2020, the Company recorded an out-of-period adjustment of $ 26,572 to loss from discontinued operations which relates to the effect of cumulative foreign translation losses associated with the entities sold in the TS Biotechnology Sale. This charge, which is entirely noncash, should have been recorded in the year ended December 31, 2019 as an additional impairment charge included in loss from discontinued operations. There was no impact to net loss from continuing operations, cash and short-term investments, cash flows, or Segment Adjusted EBITDA. 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 year ended December 31, 2020. 4. Investments in Joint Ventures Intrexon Energy Partners In 2014, the Company and certain investors (the "IEP Investors"), including an affiliate of Third Security, entered into a Limited Liability Company Agreement that governs the affairs and conduct of business of Intrexon Energy Partners, a JV formed to optimize and scale-up the Company's MBP technology for the production of certain fuels and lubricants. The Company also entered into an ECC with Intrexon Energy Partners providing exclusive rights to the Company's technology for the use in bioconversion for the production of certain fuels and lubricants, as a result of which the Company received a technology access fee of $ 25,000 while retaining a 50 % membership interest in Intrexon Energy Partners. The IEP Investors made initial capital contributions, totaling $ 25,000 in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners totaling 50 %. 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. 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 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. The IEPII Investors made initial capital contributions, totaling $ 18,000 in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners II totaling 50 %. Also in 2015, the owners of Intrexon Energy Partners II made a capital contribution of $ 4,000 , half of which was paid by the Company. 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. F-29 Table of Contents 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. 5. Collaboration and Licensing Revenue The Company's collaborations and licensing agreements may provide for multiple promises to be satisfied by the Company and typically include a license to the Company's technology platforms, participation in collaboration committees, and performance of certain research and development services. Based on the nature of the promises in the Company's collaboration and licensing agreements, the Company typically combines most of its promises into a single performance obligation because the promises are highly interrelated and not individually distinct. 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. 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. 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. Collaboration and licensing revenues generated from consolidated subsidiaries are eliminated in consolidation. F-30 Table of Contents The following table summarizes the amounts recorded as revenue in the consolidated statements of operations for each significant counterparty to a collaboration or licensing agreement for the years ended December 31, 2022, 2021, and 2020. Year Ended December 31, 2022 2021 2020 Alaunos Therapeutics, Inc. $ 100 $ 100 $ 200 Oragenics, Inc. — — 3,053 Intrexon Energy Partners, LLC 3,768 — — Intrexon Energy Partners II, LLC 10,793 — — Castle Creek Biosciences, Inc. — 388 17,810 Other — 18 145 Total (1) $ 14,661 $ 506 $ 21,208 (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 In 2018, the Company, through its wholly owned subsidiary PGEN Therapeutics, entered into a license agreement (the "Alaunos License Agreement") with Alaunos Therapeutics, Inc., formerly known as ZIOPHARM Oncology, Inc. ("Alaunos"), which terminated and replaced the terms of the ECC agreement entered into between the Company and Alaunos in 2011, including the amendments thereto. Contemporaneously with the execution of the license agreement, Alaunos ceased to be a related party. Pursuant to the terms of the Alaunos License Agreement, the Company granted Alaunos an exclusive, worldwide, royalty-bearing, sub-licensable license to research, develop and commercialize (i) products utilizing the Company's RheoSwitch gene switch ("RTS") to express IL-12 (the "IL-12 Products") for the treatment of cancer, (ii) chimeric antigen receptor ("CAR") products directed to (a) CD19 for the treatment of cancer (the "CD19 Products"), and (b) a second target, subject to certain rights as discussed in the agreement, and (iii) T-cell receptor ("TCR") products (the "TCR Products") designed for neoantigens for the treatment of cancer or the treatment and prevention of human papilloma virus ("HPV") to the extent that the primary reason for such treatment or prevention is to prevent cancer, which is referred to as the HPV Field. The Company has also granted Alaunos an exclusive, worldwide, royalty-bearing, sub-licensable license for certain patents relating to the Company's Sleeping Beauty technology to research, develop and commercialize TCR Products for both neoantigens and shared antigens for the treatment of cancer and in the HPV Field. Alaunos will be solely responsible for all aspects of the research, development and commercialization of the exclusively licensed products for the treatment of cancer. Alaunos is required to use commercially reasonable efforts to develop and commercialize IL-12 Products, CD19 Products, and the TCR Products. 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 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"). F-31 Table of Contents Under the Alaunos License Agreement, Alaunos will pay the Company an annual license fee of $ 100 and, in 2019, reimbursed the Company $ 1,000 with respect to historical Gorilla IL-12 Products. Alaunos will make milestone payments, payable upon the initiation of later stage clinical trials and upon the approval of exclusively licensed programs in various jurisdictions, totaling up to an additional $ 52,500 for each of four exclusively licensed programs, up to an aggregate of $ 210,000 . In addition, Alaunos will pay the Company tiered royalties ranging from low-single digits to high-single digits on the net sales derived from the sales of any approved IL-12 Products and CAR products. Alaunos will also pay the Company royalties ranging from low-single digits to mid-single digits on the net sales derived from the sales of any approved TCR Products, up to maximum royalty amount of $ 100,000 in the aggregate. Alaunos will also pay the Company 20 % of any sublicensing income received by Alaunos relating to the licensed products. Under the Alaunos License Agreement, the Company reacquired rights previously held by Alaunos to research, develop and commercialize CAR products for all other targets. In addition, the Company may research, develop and commercialize products for the treatment of cancer, outside of the products exclusively licensed to Alaunos. The Company will pay Alaunos royalties ranging from low-single digits to mid-single digits on the net sales derived from the sale of the Company's CAR products, up to $ 50,000 . The Company also received from Alaunos reimbursement of costs incurred to transition the necessary knowledge and materials for Alaunos programs for a period of one year from the effective date (the "Transition Services"). The Company is entitled to receive all rights and financial considerations with respect to all other CAR products, subject to the CAR royalties due to Alaunos for such products. The Alaunos License Agreement will terminate on a product-by-product and/or country-by-country basis upon the expiration of the later to occur of (i) the expiration of the last to expire patent claim for a licensed product, or (ii) 12 years after the first commercial sale of a licensed product in such country. In addition, Alaunos may terminate the Alaunos License Agreement on a country-by-country or program-by-program basis following written notice to the Company, and either party may terminate the Alaunos License Agreement following notice of a material breach. Replacement of the original ECC with the Alaunos License Agreement was a contract modification under ASC 606 that represented the termination of the original agreement and the creation of a new agreement as the remaining rights, obligations, and services to be exchanged, which were limited to the Transition Services, were distinct from those under the ECC. The Company determined the new agreement had a transaction price of $ 1,855 , the majority of which related to a portion of the deferred revenue remaining from the original ECC. The annual license payments, excluding the first such payment which was included in the transaction price, and potential milestone payments were constrained at the modification date and will only be recognized when the payments become probable of being received. Royalty payments from sales of Alaunos products developed pursuant to the Alaunos License Agreement will be recognized when the sales occur. The Company recognized payments from Transition Services as those services were performed and recognized the transaction price as it performed the Transition Services required under the Alaunos License Agreement. The Company determined that the Gorilla Program represented a separate collaboration agreement under the scope of ASC 808, Collaborative Arrangements, ("ASC 808") and was not included in the accounting for the Alaunos License Agreement under ASC 606. The development costs and operating profits from the Gorilla Program will be recognized in accordance with ASC 808. Oragenics Collaboration In 2015, the Company entered into an ECC with Oragenics, a related party at the time. Pursuant to the ECC, at the transaction effective date, Oragenics received a license to the Company's technology platform within the field of biotherapeutics for use in certain treatments of oral mucositis and other diseases and conditions of the oral cavity, throat, and esophagus. Upon execution of the ECC, the Company received a technology access fee of a $ 5,000 convertible promissory note, which was subsequently converted to shares of Oragenics' common stock. These shares were sold in the TS Biotechnology Sale in 2020 (Note 3). The Company received reimbursement payments for research and development services provided pursuant to the agreement during the ECC and manufacturing services for Company materials provided to Oragenics during the ECC. In July 2020, the Company and Oragenics mutually agreed to terminate the ECC, and accordingly, the Company recognized the remaining balance of deferred revenue associated with the ECC totaling $ 2,823 . Following the termination of the ECC, Oragenics is no longer a related party. Exotech Bio, AD Skincare, and Thrive Agrobiotics Collaborations In 2015 and 2016, the Company entered into three separate ECCs with Exotech Bio, Inc. ("Exotech Bio"), AD Skincare, Inc. ("AD Skincare"), and Thrive Agrobiotics, Inc. ("Thrive Agrobiotics"), all affiliates of Harvest and related parties at the time. 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 F-32 Table of Contents ECCs. 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. The Company wrote off the remaining balance of deferred revenue associated with these ECCs in 2020 totaling $ 6,993 as an offset to the loss recognized on the settlement agreement. Castle Creek Collaborations In October 2012, the Company entered into an ECC (the "2012 Castle Creek ECC") with Castle Creek Biosciences, Inc. ("Castle Creek", formerly known as Fibrocell Science, Inc.). Castle Creek was a publicly traded cell and gene therapy company focused on diseases affecting the skin and connective tissue and a related party until it was acquired in December 2019 by Castle Creek Pharmaceutical Holdings, Inc. ("Castle Creek Pharmaceutical"), a privately held company focused on developing medicine for rare genetic disorders. Pursuant to the 2012 Castle Creek ECC, at the transaction effective date, Castle Creek received a license to the Company's technology platform to develop and commercialize genetically modified and non-genetically modified autologous fibroblasts and autologous dermal cells in the United States of America. 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 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. In December 2015, the Company entered into a second ECC with Castle Creek (the "2015 Castle Creek ECC"). Pursuant to the ECC, at the transaction effective date, Castle Creek received a license to the Company's technology platform to develop and commercialize genetically-modified fibroblasts to treat chronic inflammatory and degenerative diseases of the joint, including arthritis and related conditions. In February 2020, the Company and Castle Creek mutually agreed to terminate the 2015 Castle Creek ECC, and accordingly, the Company recognized the remaining balance of deferred revenue associated with the 2015 Castle Creek ECC totaling $ 10,000 in 2020. Deferred Revenue 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: December 31, 2022 2021 Collaboration and licensing agreements $ 1,818 $ 23,023 Prepaid product and service revenues 15 1,277 Other 10 213 Total $ 1,843 $ 24,513 Current portion of deferred revenue $ 25 $ 1,490 Long-term portion of deferred revenue 1,818 23,023 Total $ 1,843 $ 24,513 F-33 Table of Contents 6. Short-term and Long-term Investments The Company's investments are classified as available-for-sale. The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2022: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value United States government debt securities $ 51,755 $ — $ ( 760 ) $ 50,995 Certificates of deposit 97 — — 97 Total $ 51,852 $ — $ ( 760 ) $ 51,092 The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2021: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value United States government debt securities $ 121,036 $ — $ ( 331 ) $ 120,705 Certificates of deposit 97 — — 97 Total $ 121,133 $ — $ ( 331 ) $ 120,802 See Notes 2 and 7 for further discussion on the Company's method for determining the fair value of its assets. The estimated fair value of available-for-sale investments classified by their contractual maturities as of December 31, 2022 was: Due within one year $ 51,092 After one year through two years — Total $ 51,092 Changes in market interest rates and bond yields cause certain investments to fall below their cost basis, resulting in unrealized losses on investments. 7. Fair Value Measurements The carrying amount of cash and cash equivalents, receivables, accounts payable, accrued compensation and benefits, other accrued liabilities, and related party payables approximate fair value due to the short maturity of these instruments. F-34 Table of Contents Assets The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of December 31, 2022: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2022 Assets United States government debt securities $ — $ 50,995 $ — $ 50,995 Certificates of deposit — 97 — 97 Total $ — $ 51,092 $ — $ 51,092 The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of December 31, 2021: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2021 Assets United States government debt securities $ — $ 120,705 $ — $ 120,705 Certificates of deposit — 97 — 97 Total $ — $ 120,802 $ — $ 120,802 The method used to estimate the fair value of the Level 2 short-term and long-term debt investments in the tables above is based on professional pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. Liabilities The carrying values of the Company's long-term debt, excluding the Convertible Notes, approximates fair value due to the length of time to maturity and/or the existence of interest rates that approximate prevailing market rates. The calculated fair value of the Convertible Notes (Note 11) was approximately $ 43,000 and $ 160,000 as of December 31, 2022 and 2021, respectively, and is based on the recent third-party trades of the instrument as of the balance sheet date. The fair value of the Convertible Notes is classified as Level 2 within the fair value hierarchy as there is not an active market for the Convertible Notes, however, third-party trades of the instrument are considered observable inputs. 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. 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. 8. Inventory Inventory consists of the following: December 31, 2022 2021 Supplies, embryos and other production materials $ 15 $ 23 MiniSwines 272 303 Total inventory $ 287 $ 326 F-35 Table of Contents 9. Property, Plant and Equipment, Net Property, plant and equipment consist of the following: December 31, 2022 2021 Land and land improvements $ 164 $ 164 Buildings and building improvements 2,592 2,592 Furniture and fixtures 457 434 Equipment 18,006 16,812 Leasehold improvements 4,333 3,366 Breeding stock 123 36 Computer hardware and software 4,562 4,823 Construction and other assets in progress 531 1,829 30,768 30,056 Less: Accumulated depreciation and amortization ( 23,439 ) ( 21,457 ) Property, plant and equipment, net $ 7,329 $ 8,599 Depreciation expense was $ 2,393 , $ 2,866 , and $ 3,049 for the years ended December 31, 2022, 2021, and 2020, respectively. 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. 10. Goodwill and Intangible Assets, Net The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021, are as follows: 2022 2021 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 $ 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. Intangible assets consist of the following as of December 31, 2022: Weighted Average Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how 16.4 $ 80,892 $ ( 36,437 ) $ 44,455 Customer relationships 3.0 1,600 ( 1,600 ) — Trademarks 5.0 200 ( 200 ) — Total $ 82,692 $ ( 38,237 ) $ 44,455 F-36 Table of Contents Intangible assets consist of the following as of December 31, 2021: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 85,173 $ ( 32,882 ) $ 52,291 Customer relationships 1,600 ( 1,600 ) — Trademarks 200 ( 200 ) — Total $ 86,973 $ ( 34,682 ) $ 52,291 Amortization expense was $ 4,798 , $ 5,273 , and $ 5,243 for the years ended December 31, 2022, 2021, and 2020, respectively. Estimated aggregate amortization expense for definite lived intangible assets is expected to be as follows: 2023 $ 4,773 2024 4,773 2025 4,773 2026 4,773 2027 4,773 Thereafter 20,590 Total $ 44,455 11. Lines of Credit and Long-Term Debt Lines of Credit Exemplar has a $ 2,500 revolving line of credit with American State Bank that matures on October 31, 2023. As of December 31, 2022, the line of credit bore interest at 7.00 % per annum. As of December 31, 2022 and December 31, 2021, there was no outstanding balance. Long-Term Debt Long-term debt consists of the following: December 31, 2022 2021 Convertible debt $ 43,219 $ 179,882 Other — 52 Long-term debt 43,219 179,934 Less current portion 43,219 52 Long-term debt, less current portion $ — $ 179,882 Convertible Debt Precigen Convertible Notes In July 2018, Precigen completed a registered underwritten public offering of $ 200,000 aggregate principal amount of Convertible Notes and issued the Convertible Notes under an indenture (the "Base Indenture") between Precigen and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture (together with the Base Indenture, the "Indenture"). Precigen received net proceeds of $ 193,958 after deducting underwriting discounts and offering expenses of $ 6,042 . The Convertible Notes are senior unsecured obligations of Precigen and bear interest at a rate of 3.50 % per year, payable semiannually in arrears on January 1 and July 1 of each year beginning on January 1, 2019. 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 F-37 Table of Contents 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). The conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date as defined in the Indenture, Precigen will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event in certain circumstances. Prior to April 1, 2023, the holders may convert the Convertible Notes at their option only upon the satisfaction of the following circumstances: • During any calendar quarter commencing after the calendar quarter ended on September 30, 2018, if the last reported sales price of Precigen's common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • During the five business day period after any five consecutive trading day period in which the trading price, as defined in the Indenture, for the Convertible Notes is less than 98 % of the product of the last reported sales price of Precigen's common stock and the conversion rate for the Convertible Notes on each such trading day; or • Upon the occurrence of specified corporate events as defined in the Indenture. None of the above events allowing for conversion prior to April 1, 2023 occurred during the year ended December 31, 2022. On or after April 1, 2023 until June 30, 2023, holders may convert their Convertible Notes at any time. 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. The net proceeds received from the issuance of the Convertible Notes were initially allocated between long-term debt, the liability component, in the amount of $ 143,723 , and additional paid-in capital, the equity component, in the amount of $ 50,235 . 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 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 F-38 Table of Contents 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, 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: Year Ended December 31, 2022 2021 2020 Cash interest expense $ 5,727 $ 7,000 $ 7,000 Non-cash interest expense 1,042 11,735 10,587 Total interest expense $ 6,769 $ 18,735 $ 17,587 Accrued interest of $ 759 is included in other accrued liabilities on the accompanying consolidated balance sheet as of December 31, 2022. See Note 2 for additional discussion regarding the Convertible Notes. ActoBio Convertible Notes In September 2018, ActoBio issued $ 30,000 of convertible promissory notes (the "ActoBio Notes") to a related party in conjunction with an asset acquisition with Harvest. The ActoBio Notes, which accrued interest at 3.0 % compounded annually ("accrued PIK interest"), matured in September 2020. 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 for the year ended December 31, 2020. Future Maturities Future maturities of long-term debt as of December 31, 2022 are as follows: 2023 $ 43,340 2024 — 2025 — 2026 — 2027 — Thereafter — Total $ 43,340 F-39 Table of Contents 12. Income Taxes The components of loss from continuing operations before income taxes are presented below: Year Ended December 31, 2022 2021 2020 Domestic $ ( 76,572 ) $ ( 107,582 ) $ ( 97,982 ) Foreign ( 3,394 ) ( 3,385 ) ( 6,542 ) Loss from continuing operations before income taxes $ ( 79,966 ) $ ( 110,967 ) $ ( 104,524 ) The components of income tax benefit from continuing operations are presented below: Year Ended December 31, 2022 2021 2020 United States federal income taxes: Deferred $ 37 $ 37 $ 37 Foreign income taxes: Current ( 39 ) 7 74 Deferred ( 198 ) ( 215 ) ( 204 ) State income taxes: Deferred 11 11 11 Income tax benefit from continuing operations $ ( 189 ) $ ( 160 ) $ ( 82 ) Income tax benefit from continuing operations for the years ended December 31, 2022, 2021, and 2020 differed from amounts computed by applying the applicable United States federal corporate income tax rate of 21% to loss before income taxes as a result of the following: 2022 2021 2020 Computed statutory income tax benefit from continuing operations $ ( 16,793 ) $ ( 23,303 ) $ ( 21,950 ) State and provincial income tax benefit, net of federal income taxes ( 2,884 ) ( 4,670 ) ( 5,199 ) Nondeductible stock based compensation 179 832 5,709 Nondeductible officer compensation 263 1,459 728 Impairment of goodwill 101 — — Nondeductible equity investment loss 3,093 — — Research and development tax incentives ( 991 ) ( 958 ) ( 524 ) Acquisition and internal restructuring transaction costs — — — United States-foreign rate differential 18 ( 32 ) ( 21 ) Other, net 533 ( 46 ) ( 306 ) ( 16,481 ) ( 26,718 ) ( 21,563 ) Change in valuation allowance for deferred tax assets 16,292 26,558 21,481 Total income tax benefit from continuing operations $ ( 189 ) $ ( 160 ) $ ( 82 ) F-40 Table of Contents The tax effects of temporary differences that comprise the deferred tax assets and liabilities included in continuing operations as of December 31, 2022 and 2021, are as follows: 2022 2021 Deferred tax assets Allowance for doubtful accounts $ 53 $ 1,506 Inventory — 370 Equity securities and investments in affiliates 258 570 Property, plant and equipment 284 — Intangible assets 69,807 80,540 Accrued liabilities 3,219 3,090 Lease liabilities 2,182 2,839 Stock-based compensation 17,106 15,227 Deferred revenue 474 7,300 Capitalized research and development cost 16,318 — Research and development tax credits 12,160 11,168 Net operating, capital loss, and interest expense carryforwards 288,397 301,791 Total deferred tax assets 410,258 424,401 Less: (Valuation allowance) 401,086 408,396 Net deferred tax assets 9,172 16,005 Deferred tax liabilities Property, plant and equipment — 250 Right-of-use assets 2,071 2,735 Foreign intangible asset 9,364 10,861 Long-term debt — 4,698 Total deferred tax liabilities 11,435 18,544 Net deferred tax liabilities included in continuing operations $ ( 2,263 ) $ ( 2,539 ) Activity within the valuation allowance for deferred tax assets included in continuing operations during the years ended December 31, 2022, 2021, and 2020 was as follows: 2022 2021 2020 Valuation allowance at beginning of year $ 408,396 $ 387,348 $ 349,008 Increase (decrease) in valuation allowance as a result of Deconsolidation of AquaBounty — — — Establishment of deferred taxes for subsidiaries included in discontinued operations — — — Current year continuing operations 16,292 26,558 21,481 Discontinued operations treated as asset sales ( 27,909 ) ( 3,626 ) 7,805 Discontinued operations related to MBP Titan — ( 1,186 ) 8,019 Adoption of ASU 2020-06 4,698 — — Foreign currency translation adjustment ( 391 ) ( 698 ) 1,035 Valuation allowance at end of year $ 401,086 $ 408,396 $ 387,348 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. 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 F-41 Table of Contents 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"). As a result, utilization of portions of the net operating losses may be subject to annual limitations, however as of December 31, 2022, all such limited losses applicable to Precigen, other than losses inherited via acquisition, have been fully utilized. As of December 31, 2022, approximately $ 41,400 of the Company's domestic net operating losses were inherited via acquisition and are limited based on the value of the target at the time of the transaction. 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 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. As of December 31, 2022, the Company's direct foreign subsidiaries included in continuing operations had accumulated deficits of approximately $ 26,184 . Future distributions of accumulated earnings of the Company's direct foreign subsidiaries may be subject to United States income and foreign withholding taxes. The Company and its subsidiaries do not have material unrecognized tax benefits as of December 31, 2022. The Company does not anticipate significant changes in the amount of unrecognized tax benefits in the next 12 months. The Company's tax returns for years 2004 and forward are subject to examination by federal or state tax authorities due to the carryforward of unutilized net operating and capital losses and research and development tax credits. 13. Shareholders' Equity Issuances of Precigen Common Stock In January 2021, the Company closed a public offering of 17,250,000 shares of its common stock, resulting in net proceeds of $ 121,045 , after deducting underwriting discounts and capitalizable offering expenses. 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. Share Lending Agreement Concurrently with the offering of the Convertible Notes (Note 11), Precigen entered into a share lending agreement (the "Share Lending Agreement") with J.P. Morgan Securities LLC (the "Share Borrower") pursuant to which Precigen loaned and delivered 7,479,431 shares of its common stock (the "Borrowed Shares") to the Share Borrower. The Share Lending Agreement will terminate, and the Borrowed Shares will be returned to Precigen within five business days of such termination, upon (i) termination by the Share Borrower or (ii) the earliest to occur of (a) October 1, 2023 and (b) the date, if any, on which the Share Lending Agreement is either mutually terminated or terminated by one party upon a default by the other party. The Share Borrower maintains collateral in the form of cash or certain permitted non-cash collateral with a market value at least equal to the market value of the Borrowed Shares as security for the obligation of the Share Borrower to return the Borrowed Shares when required by the terms above. The Borrowed Shares were offered and sold to the public at a price of $ 13.37 per share under a registered offering (the "Borrowed Shares Offering"). Precigen did not receive any proceeds from the sale of the Borrowed Shares to the public or any lending fees from the Share Lending Agreement. The Share Borrower or its affiliates received all the proceeds from the sale of the Borrowed Shares to the public. Affiliates of Third Security purchased all of the shares of common stock in the Borrowed Shares Offering. F-42 Table of Contents The Share Lending Agreement was entered into at fair value and met the requirements for equity classification. Therefore, the value is netted against the issuance of the Borrowed Shares in additional paid-in capital. 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. 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: December 31, 2022 2021 Unrealized gain (loss) on investments $ ( 760 ) $ ( 331 ) 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. 14. Share-Based Payments The Company measures the fair value of stock options and RSUs issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense. Stock-based compensation expense for employees and nonemployees is recognized over the requisite service period, which is typically the vesting period. Stock-based compensation costs included in the consolidated statements of operations are presented below: Year Ended December 31, 2022 2021 2020 Cost of products and services $ 110 $ 161 $ 66 Research and development 2,188 2,706 611 Selling, general and administrative 7,899 10,687 18,331 Discontinued operations 9 350 ( 642 ) Total $ 10,206 $ 13,904 $ 18,366 Precigen Stock Option Plans In April 2008, Precigen adopted the 2008 Equity Incentive Plan (the "2008 Plan") for employees and nonemployees pursuant to which Precigen's board of directors granted share based awards, including stock options, to officers, key employees and nonemployees. Upon the effectiveness of the 2013 Omnibus Incentive Plan (the "2013 Plan"), no new awards may be granted under the 2008 Plan. As of December 31, 2022, there were 14,843 stock options outstanding under the 2008 Plan. 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, 2022, there were 37,000,000 F-43 Table of Contents 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. The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to non-employee service providers, including board members. As of December 31, 2022, there were 12,000,000 shares authorized for issuance under the 2019 Plan, of which 1,898,208 stock options and 615,760 RSUs were outstanding and 7,243,025 shares were available for grant. Stock options may be granted with an exercise price equal to or greater than the stock's fair market value at the date of grant. Stock options may be granted with an exercise price less than the stock's fair market value at the date of grant if the stock options are replacement options in accordance with certain United States Treasury regulations. Virtually all stock options have ten -year terms and vest four years from the date of grant. Stock option activity was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2019 9,022,282 $ 21.94 6.10 Granted 5,693,498 10.03 Exercised ( 30,061 ) ( 3.88 ) Forfeited ( 976,324 ) ( 15.47 ) Expired ( 2,453,499 ) 26.53 Balances at December 31, 2020 11,255,896 15.53 7.25 Granted 2,058,820 7.59 Exercised ( 127,883 ) ( 4.75 ) Forfeited ( 305,293 ) ( 7.02 ) Expired ( 621,353 ) ( 24.61 ) Balances at December 31, 2021 12,260,187 14.06 6.79 Granted 4,451,890 2.22 Exercised ( 375 ) ( 2.28 ) Forfeited ( 567,179 ) ( 5.19 ) Expired ( 943,247 ) ( 22.32 ) Balances at December 31, 2022 15,201,276 10.41 6.87 Exercisable at December 31, 2022 8,559,359 13.58 5.75 Total unrecognized compensation costs related to unvested awards as of December 31, 2022 were $ 12,709 and are expected to be recognized over a weighted-average period of approximately 2.29 years. The weighted average grant date fair value of options granted during 2022, 2021, and 2020 was $ 1.65 , $ 5.57 , and $ 2.98 , respectively. The aggregate intrinsic value of options exercised during 2022, 2021, and 2020 was $ 0 , $ 225 , and $ 51 , respectively. 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. The following table summarizes additional information about stock options outstanding as of December 31, 2022: F-44 Table of Contents Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.22 — $ 2.33 4,944,982 $ 2.17 8.85 $ 7,630 1,602,732 $ 2.02 8.21 $ 2,708 $ 2.53 — $ 8.17 3,903,425 6.39 7.52 73 2,170,946 6.14 7.19 16 $ 8.20 — $ 17.85 3,601,175 14.45 6.78 — 2,033,987 14.33 6.60 — $ 18.19 — $ 45.11 2,626,227 24.65 2.55 — 2,626,227 24.65 2.55 — $ 45.69 125,467 45.69 2.08 — 125,467 45.69 2.08 — 15,201,276 $ 10.41 6.87 $ 7,703 8,559,359 $ 13.58 5.75 $ 2,724 The following table summarizes additional information about stock options outstanding as of December 31, 2021: Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.55 — $ 5.95 3,290,348 $ 4.64 8.18 $ 1,329 2,031,348 $ 4.15 7.98 $ 1,327 $ 6.01 — $ 11.90 3,568,102 9.69 8.46 — 833,104 9.79 7.90 — $ 12.01 — $ 20.94 3,068,340 18.59 6.09 — 1,880,991 19.16 4.93 — $ 21.13 — $ 45.69 2,332,393 28.06 3.22 — 2,332,393 28.06 3.22 — $ 47.35 — $ 47.35 1,004 47.35 3.51 — 1,004 47.35 3.51 — 12,260,187 $ 14.06 6.79 $ 1,329 7,078,840 $ 16.69 5.59 $ 1,327 RSU activity was as follows: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2019 1,781,982 $ 8.71 1.24 Granted 3,157,390 3.09 Vested ( 2,802,593 ) ( 3.99 ) Forfeited ( 409,067 ) ( 8.59 ) Balances at December 31, 2020 1,727,712 6.11 0.42 Granted 462,019 7.87 Vested ( 1,624,013 ) ( 5.76 ) Forfeited ( 97,237 ) ( 8.96 ) Balances at December 31, 2021 468,481 8.47 0.33 Granted 1,387,831 2.12 Vested ( 1,125,785 ) 4.29 Forfeited ( 32,712 ) 7.26 Balances at December 31, 2022 697,815 2.66 0.13 Total unrecognized compensation costs related to unvested RSU awards as of December 31, 2022 were $ 193 and are expected to be recognized over a weighted-average period of approximately 0.13 years. Precigen currently uses authorized and unissued shares to satisfy share award exercises. F-45 Table of Contents The Company's Executive Chairman ("Executive Chairman"), who previously served as an employee and executive officer until September 24, 2020, received a base salary of $ 200 per month through March 31, 2020, payable in fully-vested shares of Precigen common stock with such shares subject to a three-year lock-up on resale. In September 2020, the Company's board of directors, upon the recommendation of the compensation committee of the board, approved a new compensation arrangement for the Executive Chairman consisting of (i) an annual retainer of $ 100 payable in cash or, at the Executive Chairman's election, shares of Precigen common stock; (ii) an annual grant of fully vested stock options having a grant date fair value of $ 250 ; and (iii) an annual grant of RSUs having a grant date fair value of $ 250 vesting over one year. The new compensation arrangement began in calendar year 2021 and was prorated for the nine months of 2020 not covered by the Executive Chairman's previous compensation arrangement discussed above. Expense associated with the arrangements above is included in selling, general, and administrative expenses in the Company's consolidated statements of operations and totaled $ 813 , $ 680 , and $ 767 for the years ended December 31, 2022, 2021, and 2020, respectively. 15. Operating Leases The Company leases certain facilities and equipment under operating leases. 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 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 . The leases are renewable at the option of the Company and do not contain residual value guarantees, covenants, or other restrictions. The components of lease costs were as follows: Year Ended December 31, 2022 2021 2020 Operating lease costs $ 2,444 $ 2,872 $ 3,239 Short-term lease costs 170 252 311 Variable lease costs 422 800 842 Lease costs $ 3,036 $ 3,924 $ 4,392 As of December 31, 2022, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows: 2023 $ 2,074 2024 1,882 2025 1,851 2026 1,508 2027 1,246 Thereafter 3,108 Total 11,669 Present value adjustment ( 3,468 ) Total $ 8,201 Current portion of operating lease liabilities $ 1,209 Long-term portion of operating lease liabilities 6,992 Total $ 8,201 F-46 Table of Contents Other information related to operating leases in continuing operations was as follows: December 31, 2022 2021 Weighted average remaining lease term (years) 6.09 6.72 Weighted average discount rate 11.05 % 10.94 % Year Ended December 31, 2022 2021 2020 Supplemental disclosure of cash flow information Cash paid for operating lease liabilities $ 2,493 $ 3,199 $ 3,679 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. 16. Commitments and Contingencies Contingencies 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 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. Cal.). 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. Wright, derivatively on behalf of Precigen, Inc. F/K/A Intrexon Corp. v. Alvarez et al , was filed in the Circuit Court for Fairfax County in Virginia on behalf of Precigen, Inc. asserting similar claims under state law against Precigen's current directors and certain officers. The plaintiff seeks damages, forfeiture of benefits received by defendants, and an award of reasonable attorneys' fees and costs. The case was stayed by an order entered on June 14, 2021. 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. The Kent action demands inspection of certain books and records of the Company pursuant to Virginia statutory and common law. 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. In the course of its business, the Company is involved in litigation or legal matters, including governmental investigations. F-47 Table of Contents 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. As of December 31, 2022, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. 17. Related Party Transactions Third Security and Affiliates The Company's Executive Chairman is also the Senior Managing Director and Chairman of Third Security and owns 100 % of the equity interests of Third Security. 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. 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 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. The total expenses incurred by the Company under these arrangements were $ 25 , $ 100 , and $ 159 for the years ended December 31, 2022, 2021, and 2020, respectively. See also Note 14 regarding compensation arrangements between the Company and its Executive Chairman. Through November 2021, the Company also subleased certain administrative offices to Third Security. The significant terms of the lease mirrored the terms of the Company's lease with the landlord, and the Company recorded sublease income of $ 0 , $ 75 , and $ 83 for the years ended December 31, 2022, 2021, and 2020, respectively. During November 2021, in conjunction with the early termination of the sublease, Third Security paid the Company $ 143 which represented a pro rata portion of the early termination fee the Company paid the landlord. See Notes 1, 3, and 13 regarding additional transactions with affiliates of Third Security. Other Related Parties In December 2020, the Company entered into an agreement with Harvest to resolve matters related to the parties' contractual and equity relationships and to settle all claims made in connection with the notice of arbitration noted above. Pursuant to the settlement agreement, the Company issued 2,117,264 shares of its common stock to Harvest valued at $ 18,103 in consideration of (i) the termination of the ECC agreements with Thrive Agrobiotics, Exotech Bio, and AD Skincare, which the Company had $ 6,993 of deferred revenue remaining related to these ECCs prior to the settlement agreement; (ii) the return of the Company's ownership interest in these Harvest start-up entities that had a total value of $ 326 prior to the settlement agreement; (iii) the commitment of Harvest (which is still ongoing) to take reasonable commercial efforts to transfer to the Company its membership interests in Intrexon Energy Partners II; and (iv) mutual irrevocable and unconditional releases of claims. The Company wrote off the investment balances and netted the deferred revenue balances associated with the eliminated service obligation against the consideration paid, resulting in a loss on the settlement agreement of $ 11,436 , which is included in selling, general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2020. Outstanding receivables from these Harvest start-up entities related to research and development services performed by the Company under the ECC agreements, which had been fully reserved in 2019, were also forgiven as part of the settlement agreement and written off by the Company. Following the settlement agreement, these Harvest start-up entities are no longer related parties. 18. Segments The Company's CODM assesses the operating performance of and allocates resources for several operating segments using Segment Adjusted EBITDA. 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 F-48 Table of Contents 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. The Company has also disclosed revenues from external customers and intersegment revenues for each reportable segment. Corporate expenses are not allocated to the segments and are managed at a consolidated level. 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, 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 and Exemplar. Segment Adjusted EBITDA by reportable segment was as follows: Year Ended December 31, 2022 2021 2020 Biopharmaceuticals $ ( 45,039 ) $ ( 45,754 ) $ ( 35,378 ) Exemplar 4,997 6,898 4,004 Segment Adjusted EBITDA for operating segments $ ( 40,042 ) $ ( 38,856 ) $ ( 31,374 ) The table below reconciles Segment Adjusted EBITDA for reportable segments to consolidated net loss from continuing operations before income taxes: Year Ended December 31, 2022 2021 2020 Segment Adjusted EBITDA for reportable segments $ ( 40,042 ) $ ( 38,856 ) $ ( 31,374 ) All Other Segment Adjusted EBITDA — — Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates 1,362 2,483 605 Add recognition of previously deferred revenue associated with upfront and milestone payments 16,007 2,034 25,005 Other expenses: Interest expense ( 6,774 ) ( 18,755 ) ( 18,209 ) Depreciation and amortization ( 7,191 ) ( 8,139 ) ( 8,292 ) Loss from disposals of assets ( 53 ) ( 50 ) Impairment losses ( 1,120 ) ( 543 ) ( 814 ) Stock-based compensation expense ( 10,197 ) ( 13,554 ) ( 19,008 ) Adjustment related to accrued bonuses paid in equity awards 1,698 — 2,833 Equity in net loss of affiliates 861 ( 3 ) ( 603 ) Other ( 105 ) ( 19 ) 11 Unallocated corporate costs ( 32,913 ) ( 33,506 ) ( 48,915 ) Eliminations ( 1,552 ) ( 2,056 ) ( 5,713 ) Consolidated loss from continuing operations before income taxes $ ( 79,966 ) $ ( 110,967 ) $ ( 104,524 ) F-49 Table of Contents Revenues by reportable segment were as follows: Year Ended December 31, 2022 Biopharmaceuticals Exemplar Total Revenues from external customers $ 14,894 $ 12,015 $ 26,909 Intersegment revenues 1,446 — 1,446 Total segment revenues $ 16,340 $ 12,015 $ 28,355 Year Ended December 31, 2021 Biopharmaceuticals Exemplar Total Revenues from external customers $ 922 $ 13,345 $ 14,267 Intersegment revenues 1,637 — 1,637 Total segment revenues $ 2,559 $ 13,345 $ 15,904 Year Ended December 31, 2020 Biopharmaceuticals Exemplar Total Revenues from external customers $ 21,780 $ 10,158 $ 31,938 Intersegment revenues 4,797 — 4,797 Total segment revenues $ 26,577 $ 10,158 $ 36,735 The table below reconciles total segment revenues from reportable segments to total consolidated revenues: Year Ended December 31, 2022 2021 2020 Total segment revenues from reportable segments $ 28,355 $ 15,904 $ 36,735 Other revenues, including from other operating segments — — 54 Elimination of intersegment revenues ( 1,446 ) ( 1,637 ) ( 4,797 ) 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 Total Goodwill Balances at December 31, 2020 $ 17,693 $ 20,076 $ 37,769 Foreign currency translation adjustments ( 215 ) — ( 215 ) Balances at December 31, 2021 17,478 20,076 37,554 Foreign currency translation adjustments ( 149 ) — ( 149 ) Impairments ( 482 ) — ( 482 ) Balances at December 31, 2022 $ 16,847 $ 20,076 $ 36,923 F-50 Table of Contents As of December 31, 2022 and 2021, the Company had $ 2,591 and $ 4,463 , respectively, of long-lived assets in foreign countries. 19. Defined Contribution Plans The Company sponsors defined contribution plans covering employees who meet certain eligibility requirements. The Company makes contributions to the plans in accordance with terms specified in the plan agreement. The Company's contributions to the plans were $ 564 , $ 388 , and $ 397 for the years ended December 31, 2022, 2021, and 2020, respectively. F-51