What changed in this filing

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Item 9A. Controls and Procedures

2024-03-19 compared with 2023-03-06 · 338 added, 612 removed, 972 unchanged (49% of the section changed)

3 unchanged sentences

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.

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.

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Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

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

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and Subsidiaries

Reports of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021

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 Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021

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

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

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

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

3.1* Amended and Restated Articles of Incorporation (12)

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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.

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.

Description of Securities (13)

10.1†* Amended and Restated 2008 Equity Incentive Plan of the Company (1)

Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 9, 2014 (3)

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)

Amended and Restated 2013 Omnibus Incentive Plan of the Company, Form of Restricted Stock Agreement (3)

Amended and Restated 2013 Omnibus Incentive Plan of the Company, Form of Incentive Stock Option Agreement (3)

Amended and Restated 2013 Omnibus Incentive Plan of the Company, Form of Nonqualified Stock Option Agreement (3)

Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 11, 2015 (4)

Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 9, 2016 (5)

Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 28, 2017 (6)

Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective as of June 7, 2018 (8)

Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective as of June 12, 2019 (10)

Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective January 5, 2020 (14)

Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective as of June 19, 2020 (16)

2013 Amended and Restated Omnibus Incentive Plan of the Company, as amended, Form of Restricted Stock Unit Agreement for Officers (7)

2013 Amended and Restated Omnibus Incentive Plan of the Company, as amended, Form of Restricted Stock Unit Agreement for Directors (7)

2019 Incentive Plan of the Company for Non-Employee Service Providers, effective as of June 12, 2019 (10)

2 unchanged sentences

Executive Chairman Compensation Arrangement, by and between the Company and Randal J.

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)

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 (2)

10.10#* Exclusive License Agreement, dated October 5, 2018, by and between Precigen, Inc.

and ZIOPHARM Oncology, Inc.

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)

Amended and Restated Exclusive License Ag reement with Alaunos Therapeutics, dated April 3, 2023 (19)

Precigen, Inc.

2023 Omnibus Incentive Plan (11)

Form of Restricted Stock Unit Agreement under the 2023 Omnibus Incentive Plan

Form of Incentive Stock Option Agreement under the 2023 Omnibus Incentive Plan

F orm of Continuing Employment Agreement (2024)

21.1 List of Subsidiaries of Precigen, Inc.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Precigen, Inc.

Financial Statement Compensation Recoupment Policy

101** Interactive Data File (Precigen, Inc.

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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.

Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 14, 2015.

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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.

Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2019.

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.

Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 6, 2023.

Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 4, 2020.

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Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2020.

Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2023.

** Furnished herewith

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The response to Item 15(a)2 is incorporated herein by reference.

The response to Item 15(a)2 is incorporated herein by reference as applicable.

Form 10-K Summary

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MITCHELL Director 3/19/2024

/S/ ROBERT B.

SHAPIRO Director 3/6/2023

TURLEY Director 3/19/2024

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and Subsidiaries

Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 , 2022 , and 2021

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 202 2 , 202 1 , and 20 20

Consolidated Statements of Comprehensive Income ( l oss ) for the Years Ended December 31, 2023 , 2022 , and 2021

Consolidated Statements of Shareholders' and Total Equity for the Years Ended December 31, 2023 , 2022 , and 2021

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In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has incurred operating losses since its inception that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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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.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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.

1 unchanged sentence

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.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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.

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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.

The Company's goodwill balance for Exemplar reporting unit was $9,686 thousand as of December 31, 2023.

For the year ended December 31, 2023, the Company recorded an $10,390 thousand impairment charge related to the Exemplar reporting unit.

As the Company completed its calendar year 2024 forecast in the fourth quarter of 2023, it revised its outlook for the Exemplar business, resulting in lower financial projections compared to the prior year strategic planning cycle.

projections were used as a key input into Exemplar's reporting unit’s annual goodwill impairment test performed as of December 31, 2023.

The impairment charge recorded represented the estimated excess of carrying value over fair value of this reporting unit.

The Company determined the fair value of the Exemplar reporting unit using the income approach in which fair value derived 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 projections incorporated the effect of current market conditions, including revenue growth, customer attrition, operating margins, capital expenditures, and working capital dynamics.

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.

1 unchanged sentence

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

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

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

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

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

• We performed a sensitivity analysis of the forecasts of future revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and capital expenditures, which included their impact on the fair value of the Exemplar reporting unit.

• We evaluated management’s ability to accurately forecast future Exemplar reporting unit revenue and operating income, comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s Exemplar reporting unit revenue growth rates, EBITDA projections and timing of future cash flows by comparing the forecasts to:

◦ Historical results and current performance.

◦ Internal communications to management and the Board of Directors.

◦ Forecasted information included in industry reports considering macroeconomic factors.

• With the assistance of our fair value specialists, we evaluated (1) the valuation methodology utilized, including testing mathematical accuracy of calculations and (2) the terminal growth rates and the discount rate.

/s/ Deloitte & Touche LLP

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We have served as the Company’s auditor since 2019.

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

Precigen, Inc.

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Trade, less allowance for credit losses of $ 184 as of both December 31, 2023 and 2022

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

Other 673 12,826

Inventory 287 326

Prepaid expenses and other 4,325 5,066

Current assets held for sale — 40,188

Total current assets 68,755 118,159

Long-term investments — 48,562

Property, plant and equipment, net 7,111 7,329

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Other assets 767 1,025

Noncurrent assets held for sale — 45,296

Total assets $ 151,043 $ 215,977

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Other accrued liabilities 6,223 4,997

Settlement and indemnification accrual

Deferred revenue 509 25

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Current portion of lease liabilities 1,202 1,209

Related party payables — 74

Current liabilities held for sale — 12,851

Total current liabilities 22,985 78,645

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

Deferred revenue, net of current portion

Lease liabilities, net of current portion 5,895 6,992

Deferred tax liabilities 1,847 2,263

Long-term liabilities held for sale — 3,672

Total liabilities 32,545 89,718

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Common stock, no par value, 400,000,000 shares authorized as of December 31, 2023 and 2022;

and 208,150,021 shares and 206,739,874 shares issued and outstanding as of December 31, 2022 and 2021, respectively

256,398,527 shares and 208,150,021 shares issued as of December 31, 2023 and 2022, 248,919,096 shares and 208,150,021 shares outstanding December 31, 2023 and 2022, respectively.

Additional paid-in capital 2,084,916 1,998,314

Accumulated deficit ( 1,964,471 ) ( 1,868,567 )

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

Accumulated other comprehensive loss

( 1,947 ) ( 3,488 )

Total shareholders' equity 118,498 126,259

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(Amounts in thousands, except share and per share data) 2023 2022 2021

Collaboration and licensing revenues, including $ 14,561 , $ 0 , and $ 3,053 from related parties in 2022, 2021, and 2020, respectively

Collaboration and licensing revenues, including $ 14,561 from related parties in 2022

$ 75 $ 14,661 $ 506

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Operating loss ( 99,758 ) ( 75,726 ) ( 91,948 )

Other Expense, Net

Other Income (expense), Net

Interest expense ( 468 ) ( 6,774 ) ( 18,755 )

Interest and dividend income 133 171 1,006

Interest income

3,237 133 171

Other income (expense), net 627 1,539 ( 432 )

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

Total other income (expense), net

3,396 ( 5,102 ) ( 19,016 )

Equity in net income (loss) of affiliates

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Loss from continuing operations ( 95,904 ) ( 79,777 ) ( 110,807 )

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

Income from discontinued operations, net of income tax benefit

— 108,094 18,641

Net (loss) income

$ ( 95,904 ) $ 28,317 $ ( 92,166 )

Net (Loss) Income per Share

Net loss from continuing operations per share, basic and diluted $ ( 0.39 ) $ ( 0.40 ) $ ( 0.56 )

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 )

Net income from discontinued operations per share, basic and diluted

0.00 0.54 0.09

Net (loss) Income per share, basic and diluted

$ ( 0.39 ) $ 0.14 $ ( 0.47 )

Weighted average shares outstanding, basic and diluted 244,536,221 200,360,821 197,759,900

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(Amounts in thousands) 2023 2022 2021

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

Net (loss) income

$ ( 95,904 ) $ 28,317 $ ( 92,166 )

Other comprehensive income (loss):

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Gain (loss) on foreign currency translation adjustments 814 ( 3,262 ) ( 3,450 )

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

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

Comprehensive (loss) Income

$ ( 94,363 ) $ 24,624 $ ( 95,960 )

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

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

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

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

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

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

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

Shares issued in public offering, net of issuance costs

17,250,000 — 121,045 — — 121,045

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

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

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

Other comprehensive loss

— — — ( 3,794 ) — ( 3,794 )

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

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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

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

— — 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

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

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

283,987 — 575 — — 575

— — — — 28,317 28,317

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

6 unchanged sentences

(Amounts in thousands, except share data)

Treasury Stock

Capital Accumulated

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Shareholders'

Shares Amount

Shares Amount Shares Amount

Balances at December 31, 2022 208,150,021 $ — — $ — $ 1,998,314 $ ( 3,488 ) $ ( 1,868,567 ) $ 126,259

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

Stock-based compensation expense — — — — 9,888 — — 9,888

2 unchanged sentences

Shares issued as payment for services 465,808 — — — 545 — — 545

Net Income — — — — 28,317 28,317

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

Shares issued in public offering, net of issuance costs 43,962,640 — — — 72,808 — — 72,808

Shares returned pursuant to share lending agreement

( 7,479,431 ) — 7,479,431 — — — — —

— — — — — — ( 95,904 ) ( 95,904 )

Other comprehensive income

— — — — — 1,541 — 1,541

Balances at December 31, 2023 248,919,096 $ — 7,479,431 $ — $ 2,084,916 $ ( 1,947 ) $ ( 1,964,471 ) $ 118,498

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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:

Net (loss) income

$ ( 95,904 ) $ 28,317 $ ( 92,166 )

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

Depreciation and amortization 6,668 10,765 13,761

Loss on disposals of assets, net 421 150 4,442

(Loss) Gain on disposals of assets, net

( 72 ) 421 150

Impairment of goodwill 10,390 482 —

1 unchanged sentence

Gain on sale of discontinued operations — ( 94,702 ) —

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

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

( 60 ) ( 961 ) —

Amortization of premiums (discounts) on investments, net ( 1,809 ) 832 1,232

5 unchanged sentences

Deferred income taxes ( 479 ) ( 150 ) ( 167 )

Noncash (gain) loss on termination of leases — ( 5,831 ) 191

Noncash gain on termination of leases

— — ( 5,831 )

Other noncash items 2 107 24

1 unchanged sentence

Trade 76 ( 2,175 ) ( 6,230 )

Related parties 54 ( 54 ) 258

Other 12,153 ( 11,338 ) ( 330 )

Inventory 2,341 ( 1,903 ) 2,511

Prepaid expenses and other 748 2,630 ( 1,383 )

5 unchanged sentences

Lease liabilities ( 107 ) ( 107 ) 97

Related party payables ( 78 ) 8 ( 33 )

Other long-term liabilities — ( 37 ) ( 50 )

Settlement and Indemnification Accruals ( 13,675 ) 13,000 —

Net cash used in operating activities ( 66,930 ) ( 65,045 ) ( 55,771 )

12 unchanged sentences

Proceeds from repayment of notes receivable — — 3,754

Net cash provided by (used in) investing activities 226,417 ( 74,540 ) 27,779

Net cash (used in) provided by investing activities

( 3,087 ) 226,417 ( 74,540 )

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

Proceeds from issuance of common stock , net of issuance costs

72,808 — 121,045

Payments of long-term debt, including cost to retire of $ 120 and $ 588 in 2023 and 2022, respectively

( 43,219 ) ( 155,293 ) ( 466 )

Proceeds from stock option exercises

Net cash provided by (used in) financing activities

29,589 ( 155,292 ) 121,187

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 320 ) ( 827 ) 217

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

Net (decrease) increase in cash, cash equivalents, and restricted cash

( 40,748 ) 5,253 ( 8,907 )

Cash, cash equivalents, and restricted cash

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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 3,361 1,698 —

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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 270 399

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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"), a Virginia corporation, 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.

Precigen 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.

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

Precigen’s primary operations are located in the State of Maryland.

Precigen also has two wholly owned operating subsidiaries.

Precigen ActoBio, Inc.

("ActoBio"), and Exemplar Genetics, LLC, doing business as Precigen Exemplar ("Exemplar").

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.

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 the State of Iowa.

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

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.

Trans Ova has been presented as discontinued operations for all periods through its sale in August of 2022.

See Note 3 for further discussion.

Trans Ova was formerly a separate reportable segment.

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

Management believes that existing liquid assets as of December 31, 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.

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

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

MBP Titan has been presented as discontinued operations for all periods through the finalization of its sale in January 2021.

See Note 3 for further discussion.

Liquidity and Going Concern

During the twelve months ended December 31, 2023, we incurred a loss from continuing operations of $ 95.9 million and used $ 66.9 million of cash in our operations, and as of December 31, 2023, had an accumulated deficit of $ 1,964.5 million.

The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows from operations 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 addition, as of December 31, 2023, the Company had $ 62.9 million in cash, cash equivalents and short-term investments, and had no committed source of additional funding from either debt or equity financings.

The Company’s current cash and investments position is not sufficient to fund the Company's planned operations through one year after the date the consolidated financial statements are issued and accordingly, there is substantial doubt about the Company's ability to continue as a going concern.

The analysis used to determine the Company's ability to continue as a going concern does not include cash sources outside of the Company's direct control that management expects to be available within the next twelve months.

The Company’s ability to fund its operations on an ongoing basis is dependent upon the successful execution of management’s plans, which include raising additional capital in the near term.

This additional capital could be raised through a combination of non-dilutive financings (including debt financings, collaborations, strategic alliances, monetization of non-core assets, marketing, distribution or licensing arrangements), dilutive financings (including equity and/or debt financings which may include an equity component) and, in the longer term, from revenue related to product sales, to the extent its product candidates receive marketing approval and can be commercialized.

There can be no assurance that new financings or other transactions will be available to the Company on commercially acceptable terms, or at all.

Also, any collaborations, strategic alliances, monetization of non-core assets or marketing, distribution or licensing arrangement may require the Company to give up some or all of its rights to a product or technology, which in some cases may be at less than the full potential value of such rights.

If the Company is unable to obtain additional capital, the Company will assess its capital resources and may be required to delay, reduce the scope of, or eliminate some or all of its operations, which may include research and development and clinical trials.

This may have a material adverse effect on the Company’s business, financial condition, results of operations and ability to operate as a going concern.

These consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern.

Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements reflect the operations of Precigen and its subsidiaries.

The accompanying consolidated financial statements reflect the operations of Precigen and its majority-owned subsidiaries.

All intercompany accounts and transactions have been eliminated.

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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

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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:

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 obtained 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 provided that the Company received some or all of the following:

(i) upfront payments upon consummation of the agreement;

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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 agreement typically continued 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.

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.

The Company determined whether each of the promises is a distinct performance obligation.

As the nature of the promises in the Company's collaboration and licensing agreements were highly integrated and interrelated, the Company typically combined most of its promises into a single

performance obligation.

Because the Company was performing research and development services during early-stage development, the services were integral to the utilization of the technology license.

Therefore, the Company determined that the technology license and research and development services were typically inseparable from each other during the performance period of its collaboration and licensing agreements.

Options to acquire additional services were considered to determine if they constituted material rights.

Contingent manufacturing services that may be provided under certain of the Company's agreements were considered to be a separate future contract and not part of the collaboration or licensing agreement.

At contract inception, the Company determined the transaction price, including fixed consideration and any estimated amounts of variable consideration.

The transaction price was allocated to the performance obligations in the agreement based on the standalone selling price of each performance obligation.

The Company utilized 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.

From time to time, the Company and certain collaborators may cancel their agreements, relieving the Company of any further performance obligations under the agreement.

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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's product and service revenues are generated 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

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

The Company typically recognizes revenue using an output-based measure, generally time elapsed or days of service, to measure progress and transfer of the control of the performance obligation to the customer.

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

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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.

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

See Note 10 for further discussion.

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.

As of December 31, 2023 and 2022 short-term and long-term investments include corporate bonds, 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.

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As of December 31, 2023, gross unrealized losses on the Company's short-term investments were not material.

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

From time to time, the Company may liquidate some or all of its investments to fund operational needs or other activities, such as capital expenditures or business acquisitions.

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.

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

The Company manages credit risk through credit approvals, credit limits, and monitoring procedures.

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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.

At December 31, 2023 and 2022, the Company does not hold any material investments in JVs.

Variable Interest Entities

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

As of December 31, 2021, 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.

As of December 31, 2023 and 2022 , 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 pe rformance of the VIEs.

As of December 31, 2023 and 2022, the Company had no risk of loss related to the identified VIEs.

Accounts Receivable

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Major additions or betterments are capitalized and repairs and maintenance are expensed as incurred.

Depreciation and amortization is calculated using the

straight-line method over the estimated useful lives of the assets.

Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets.

The estimated useful lives of these assets from continuing operations are as follows:

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

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

When a 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.

The Company performs its annual impairment review of goodwill on December 31 and performs incremental 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 income approach is a valuation technique in which fair value is based on 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 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.

See Note 9 for additional discussion regarding goodwill impairment charges recorded in the years ended December 31, 2023 and 2022.

Intangible Assets

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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.

Long-lived assets to be held and used, including property, plant and equipment, ROU Assets, and intangible assets 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.

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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 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 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.

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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.

See Note 12 for further discussion of the Company's Share Lending Agreement, which was terminated in October 2023.

In accordance with ASC 260, the control number for determining whether including potential common shares in the diluted earnings 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.

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Total 23,018,874 15,899,091 12,850,556

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.

In addition, the Company's Convertible Notes, prior to their retirement in the second quarter of 2023, were convertible into common stock 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 December 31, 2021.

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

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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

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.

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

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

Prior to January 1, 2023, corporate expenses were not allocated to the segments and were managed at a consolidated level.

Corporate expenses, include costs associated with general and administrative functions, including the Company's finance, accounting, legal, human resources, information technology, corporate communication, and investor relations functions.

Beginning in the first quarter of 2023, the Company allocated certain corporate expenses to Precigen as its operations directly benefited from these expenditures, and are now included in the Biopharmaceuticals reportable segment.

As presented in Note 16, the prior year period has been reclassified to conform to the current period’s presentation.

Use of Estimates

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

Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2023, the FASB issued Accounting Standards Update No.

2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement (“ASU 2023-05”).

ASU 2023-05 clarifies existing guidance to reduce diversity in practice and is requiring a joint venture to recognize and initially measure its assets and liabilities using a new basis of accounting, at fair value, upon formation.

These amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

We do not believe the adoption of ASU 2023-05 will have a material impact on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures.

According to ASU 2023-07, public entities are required to disclose its significant segment expense categories and amounts for each reportable segment.

A significant segment expense is an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker and included in the reported measure of segment profit or loss.

This updated standard is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024.

We do not believe the adoption of ASU 2023-07 will have a material impact on our consolidated financial statements and disclosures.

There are no other new accounting standards which have not yet been adopted that are expected to have a significant impact on our financial statements and related disclosures.

Discontinued Operations

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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).

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

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

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

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

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

Cash and cash equivalents $ 6,497

Trade Receivables, net 19,491

Inventory 12,935

Other current assets 1,265

Property, plan and equipment, net 25,716

Intangible assets, net 1,824

Goodwill 16,594

Right-of-use assets 910

Other noncurrent assets 252

Total assets held for sale $ 85,484

Accounts payable $ 2,293

Accrued compensation and benefits 3,367

Other accrued liabilities 3,778

Deferred revenue 2,952

Current portion of long-term debt 350

Other current liabilities 111

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

Other long-term liabilities 805

Total liabilities held for sale or abandonment $ 16,523

In connection with the Transaction, the Company held restricted cash in a segregated account to be used for certain permitted purposes, including resolution of the then outstanding Company’s Convertible Notes as discussed further in Note 10.

As of December 31, 2023 and 2022, $ 5,075 and $ 5,750 were included in settlement and indemnification accrual on the consolidated balance sheets, respectively, related to this indemnification liability.

During 2023, the Company paid $ 675 for indemnification claims against this liability.

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

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Selling, general and administrative 15,215 22,128

Impairment of assets — — 106

Total operating expenses 58,898 76,976

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

Operating income

12,253 12,630

Other income, net 1,139 1,412

Equity in net loss of affiliates — — ( 535 )

Gain on divestiture 94,702 —

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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

Impairment of assets — — 106

Loss on disposal of assets 421 561

Equity in net loss of affiliates — — 535

Provision for credit losses 944 1,128

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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 income and expenses related to the discontinued operations of MBP Titan are classified and presented as discontinued operations in the accompanying consolidated 2021 financial statements.

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.

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 remaining assets and contractual obligations included 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 which remained 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.

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Year Ended December 31,

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.

Operating gains

Operating income

Income before income taxes

Income from discontinued operations

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.

1 unchanged sentence

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 )

Gain on disposal of assets, net

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

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;

• 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.

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,

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 )

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.

Investments in Joint Ventures

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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.

Intrexon Energy Partners was governed by the Intrexon Energy Partners' board of managers, which had five members.

Prior to Precigen’s purchase of certain membership interests from the IEP Investors in the third quarter of 2022 as discussed below, 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.

See Note 5 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.

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

In 2015, the Company and certain investors (the "IEPII Investors"), 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 provided 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.

Intrexon Energy Partners II was governed by the Intrexon Energy Partners II's board of managers, which had 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.

Upon acquisition of 97.1 % 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.

See Note 5 for 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

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2023 2022 2021

Alaunos Therapeutics, Inc.

$ 100 $ 100 $ 200

Oragenics, Inc.

Intrexon Energy Partners, LLC — 3,768 —

Intrexon Energy Partners II, LLC — 10,793 —

Castle Creek Biosciences, Inc.

Other 75 100 506

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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).

As discussed in Note 4 in July 2022, the Company obtained control of both of Intrexon Energy Partners' board of managers and Intrexon Energy Partners II's board of managers.

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").

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

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.

Alaunos License Agreement

On April 3, 2023, the Company entered into an amended and restated exclusive license agreement (the “License Agreement”), with Alaunos Therapeutics (“Alaunos”).

The License Agreement amended and replaced an Exclusive License Agreement by and between the Company and Alaunos, dated October 5, 2018.

Pursuant to the terms of the License Agreement, the Company granted Alaunos an exclusive, worldwide, royalty-free, sub-licensable license to certain patents and know-how to research, develop and commercialize T-cell receptor products, which are referred to as TCR Products,designed for neoantigens for the treatment of cancer or the treatment and prevention of human papilloma virus, or 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-free, sub-licensable license to certain patents relating to the Sleeping Beauty technology to research, develop and commercialize TCR Products (other than those designed for neoantigens) for the treatment of cancer and in the HPV Field.

The Company also granted Alaunos certain non-exclusive rights to certain patents and know-how to research, develop and commercialize products developed under or arising from a program of research and development focused on NK cells and gamma delta T-cells in the HPV field.

Alaunos has the exclusive right to conduct in its sole discretion, and is solely responsible for all aspects of, the research, development and commercialization of the licensed products for the treatment of cancer and is not subject to a diligence obligation with respect to such efforts.

The License Agreement will terminate on a product-by-product and/or country-by-country basis upon the expiration of the last to expire patent claim for each licensed product.

In addition, Alaunos may terminate the License Agreement on a country-by-country or program-by-program basis following written notice to the Company, and either party may terminate the License Agreement following notice of a material breach subject to a certain cure period.

In consideration of the licenses and other rights granted by the Company, Alaunos will pay the Company an annual license fee of $ 0.075 million.

Neither Alaunos nor the Company will have any other obligations with respect to the payment of milestones or royalties on products developed in connection with the License Agreement.

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.

The arrangements classified as long-term are not active while the respective counterparties evaluate the status of the project and its desired future development activities since the Company cannot reasonably estimate the amount of service to be performed over the next year.

Deferred revenue consisted of the following:

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Certificates of deposit 3,361 1 ( 1 ) 3,361

Corporate Bonds

Total $ 55,310 $ 103 $ ( 136 ) $ 55,277

5 unchanged sentences

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

The estimated fair value of available-for-sale investments was $ 55,277 at December 31, 2023, and these available-for-sale investments all contractually mature within one year.

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

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.

The carrying amount of cash and cash equivalents, receivables, accounts payable, accrued compensation and benefits, and other accrued liabilities approximate fair value due to the short maturity of these instruments.

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, 2023:

5 unchanged sentences

Certificates of deposit — 3,361 — 3,361

Corporate Bonds — 245 — 245

Total $ — $ 55,277 $ — $ 55,277

8 unchanged sentences

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.

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.

The calculated fair value of the Convertible Notes (Note 10) was approximately $ 43,000 as of December 31, 2022, and was based on the recent third-party trades of the instrument as of the balance sheet date.

The fair value of the Convertible Notes were classified as Level 2 within the fair value hierarchy as there was 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 as of December 31, 2022.

See Notes 8 and 9 for discussion of non-recurring fair value estimates used in calculating impairment charges recorded during the years ended December 31, 2023, 2022, and 2021.

Inventory consists of the following:

Supplies, embryos and other production materials $ 15 $ 23

MiniSwines 272 303

Total inventory $ 287 $ 326

Property, Plant and Equipment, Net

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Depreciation expense was $ 1,820 , $ 2,393 , and $ 2,866 for the years ended December 31, 2023, 2022, and 2021, 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.

Recorded impairment losses of $ 445 , $ 638 and $ 543 for the years ended December 31, 2023, 2022, and 2021, respectively, are included in impairment of other noncurrent assets on the accompanying consolidated statement of operations.

Goodwill and Intangible Assets, Net

5 unchanged sentences

The Company had $ 24,873 and $ 14,483 of cumulative goodwill impairment losses as of December 31, 2023 and 2022.

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.

For the year ended December 31, 2023, the Company recorded a $ 10,390 impairment charge related to the Exemplar reporting unit.

The revised projections were used as a key input into Exemplar's reporting unit’s annual goodwill impairment test performed as of December 31, 2023.

The impairment charge represented the estimated excess of carrying value over fair value of this reporting unit.

The projections incorporated the effect of current market conditions, including revenue growth, customer attrition, operating margins, capital expenditures, and working capital dynamics.

The market-based weighted average cost of capital used in the income approach for the Exemplar reporting unit was 12.5 % and the terminal growth rate used in the discounted cash flow model was 3 %.

See Note 16 for information regarding goodwill by reportable segment.

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Patents, developed technologies and know-how 16.5 $ 82,501 $ ( 41,800 ) $ 40,701

Customer relationships 3.0 1,600 ( 1,600 ) —

Trademarks 5.0 200 ( 200 ) —

Total $ 82,692 $ ( 38,237 ) $ 44,455

Intangible assets consist of the following as of December 31, 2022:

1 unchanged sentence

Patents, developed technologies and know-how $ 80,892 $ ( 36,437 ) $ 44,455

Customer relationships 1,600 ( 1,600 ) —

Trademarks 200 ( 200 ) —

Total $ 86,973 $ ( 34,682 ) $ 52,291

Amortization expense was $ 4,848 , $ 4,798 , and $ 5,273 for the years ended December 31, 2023, 2022, and 2021, respectively.

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Lines of Credit

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

Exemplar has a $ 5,000 revolving line of credit with American State Bank that matures on November 1, 2024.

As of December 31, 2023, the line of credit bore interest at 8.50 % per annum.

As of December 31, 2023 and December 31, 2022, there was no outstanding balance.

Long-Term Debt

Long-term debt consists of the following:

Convertible debt $ 43,219 $ 179,882

Long-term debt 43,219 179,934

Less current portion 43,219 52

Long-term debt, less current portion $ — $ 179,882

Short-Term Debt

As of December 31, 2022, $ 43,219 of short-term debt consisted solely of the Company's Convertible Notes.

Convertible Debt

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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

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;

• 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

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 Convertible Notes were senior unsecured obligations of Precigen and bore 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 matured on July 1, 2023 although certain notes were repurchased prior to maturity beginning in the third quarter of 2022 (as discussed further below).

On June 30, 2023, the Company repurchased all remaining outstanding Convertible Notes at par plus accrued interest.

During the year ended 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, 2023, the Company retired, through open market purchases and payment upon maturity, $ 43,340 of principal balance and recorded a gain on extinguishment of debt of approximately $ 60 , which was recorded within Other income (expense), net, within the consolidated statements of operations.

The Company had previously retired $ 156,660 of principal balance from purchases during the year ended December 31, 2022.

As of December 31, 2023, no restricted cash remained in the segregated account noted above, as all of the Company's outstanding Convertible Notes had been retired.

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

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Total interest expense $ 457 $ 6,769 $ 18,735

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

Total $ 43,340

Accrued interest of $ 759 was included in other accrued liabilities on the accompanying consolidated balance sheet as of December 31, 2022.

The components of loss from continuing operations before income taxes are presented below:

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State income taxes:

Current 21 — —

Deferred ( 80 ) 11 11

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Research and development tax incentives ( 1,383 ) ( 991 ) ( 958 )

Acquisition and internal restructuring transaction costs — — —

United States-foreign rate differential ( 15 ) 18 ( 32 )

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Allowance for doubtful accounts $ 48 $ 53

Inventory — 370

Equity securities and investments in affiliates 413 258

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Deferred tax liabilities

Property, plant and equipment — 250

Right-of-use assets 1,830 2,071

Foreign intangible asset 9,116 9,364

Long-term debt — 4,698

Total deferred tax liabilities 10,946 11,435

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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 23,065 16,292 26,558

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

The components of the deferred tax assets and

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

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

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

2 unchanged sentences

As of December 31, 2023, the Company has net operating loss carryforwards for United States federal income tax purposes of approximately $ 891,600 available to offset future taxable income, including approximately $ 675,000 generated after 2017, United States capital loss carryforwards of approximately $ 212,500 , and federal and state research and development tax credits of approximately $ 13,500 , 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.

Net operating loss carryforwards generated prior to 2018 begin to expire in 2023, and capital loss carryforwards will expire if unutilized beginning in 2024.

As of December 31, 2023, the Company's foreign subsidiaries have foreign loss carryforwards of approximately $ 73,800 , 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, 2023.

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Issuances of Precigen Common Stock

In January 2023, the Company closed a public offering of 43,962,640 shares of its common stock, resulting in net proceeds of $ 72,808 , 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, including the Company's Chief Executive Officer, its Chairman of the Board of Directors and his affiliates, and certain other of the Company's officers.

The Company completed the offering of shares of common stock, utilizing a number of underwriters, with J.P.

Morgan Securities LLC acting as representative of the underwriters.

The services provided by JP Morgan Securities LLC were in the ordinary course of their role as lead underwriter, for which they received customary fees and commissions.

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

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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.

The Share Lending Agreement terminated on October 1, 2023, and the Borrowed Shares were returned to Precigen on October 5, 2023 and were recorded as treasury shares at that time.

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.

Therefore, the value was netted against the issuance of the Borrowed Shares in additional paid-in capital.

Additionally, the Borrowed Shares were not included in the denominator for loss per share attributable to Precigen shareholders.

At-the-Market Sales Agreement

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

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

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

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

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

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

Components of Accumulated Other Comprehensive Income (Loss)

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

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

Income (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.

(the “Agent”), pursuant to which the Company could 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 was registered under the Securities Act of 1933.

The Company had no obligation to sell any of the Shares under the Sales Agreement, and could 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 intended 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.

On July 1, 2023, the Company’s shelf registration statement on Form S-3 (file number 333-239366) pursuant to which the shares available under the sales Agreement had been registered, expired.

The Company filed a new Registration Statement on Form S-3 (file number 333-276337) with the Securities and Exchange Commission (“SEC”) on December 29, 2023, which was declared effective by the SEC on January 17, 2024.

However, the Company has not renewed the Sales Agreement in conjunction with the effectiveness of the new Registration Statement and therefore is precluded from selling Shares through the Agent.

No shares were sold in connection with the Sales Agreement during the years ended December 31, 2022 and 2023.

Components of Accumulated Other Comprehensive loss

The components of accumulated other comprehensive loss are as follows:

Unrealized loss on investments

$ ( 33 ) $ ( 760 )

Loss on foreign currency translation adjustments

( 1,914 ) ( 2,728 )

Total accumulated other comprehensive loss

$ ( 1,947 ) $ ( 3,488 )

Share-Based Payments

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Total $ 9,888 $ 10,206 $ 13,904

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

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.

Precigen Equity Compensation Plans

In August 2013, Precigen adopted the 2013 Omnibus Incentive Plan (the "2013 Plan"), for employees and nonemployees pursuant to which Precigen's board of directors granted share-based awards, including stock options, restricted stock units, shares of common stock and other awards, to employees, officers, consultants, advisors, and nonemployee directors.

Upon the effectiveness of the 2023 Omnibus Incentive Plan (the "2023 Plan") by Precigen's shareholders in June 2023, as discussed in the next paragraph, no new awards may be granted under the 2013 Plan and any awards granted under the 2013 Plan prior to the effectiveness of the 2023 Plan will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions.

As of December 31, 2023, there were 18,559,333 stock options and no RSUs outstanding under the 2013 Plan.

The 2023 Plan permits the grant of share-based awards, including stock options, restricted stock awards, RSUs, performanced-based awards and other awards, to officers, employees and nonemployees.

The 2023 Plan authorizes for issuance pursuant to awards under the 2023 Plan an aggregate of 16,418,137 shares, which included shares remaining available for issuance under the 2013 Plan upon the adoption of the 2023 Plan.

As of December 31, 2023, there were 340,000 stock options and no RSUs were outstanding under the 2023 Plan and 16,078,137 shares were available for grant.

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

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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 options may be granted with an exercise price less than the stock's fair market value at the date of grant only if the stock options are replacement options in accordance with certain United States Treasury regulations.

All stock options have terms of up to ten -year and vest four years from the date of grant.

Stock option activity was as follows:

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Balances at December 31, 2020

11,255,896 $ 15.53 7.25

Granted 2,058,820 7.59

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Balances at December 31, 2021

12,260,187 14.06 6.79

Granted 4,451,890 2.22

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Balances at December 31, 2022

15,201,276 10.41 6.87

Granted 7,847,869 1.19

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Balances at December 31, 2023

22,057,340 6.90 7.12

Exercisable at December 31, 2023 11,396,409 10.62 5.72

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

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

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

$ 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:

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Balances at December 31, 2020

1,727,712 $ 6.11 0.42

Granted 462,019 7.87

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Balances at December 31, 2021

468,481 8.47 0.33

Granted 1,387,831 2.12

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Balances at December 31, 2022

697,815 2.66 0.13

Granted 4,083,777 1.01

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Balances at December 31, 2023

961,534 1.17 0.19

Total unrecognized compensation costs related to unvested RSU awards as of December 31, 2023 were $ 212 and are expected to be recognized over a weighted-average period of approximately 0.2 years.

Precigen currently uses authorized and unissued shares to satisfy share award exercises.

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.

Precigen currently uses treasury shares and authorized and unissued shares to satisfy share award exercises.

Operating Leases

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

All other leases have remaining terms of less than one year to 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 .

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

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

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Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) 399 466 4,868

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

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

See Note 8 for further discussion.

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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.

As a result, the shareholder class action lawsuit was resolved.

As of December 31, 2022, the Company recorded an accrual of $ 13,000 in settlement and indemnification accruals on the consolidated balance sheet

for this matter.

In addition, the Company recognized an insurance receivable asset of $ 12,411 within Receivables, other, on the consolidated balance sheet as of December 31, 2022, in addition to expense recognized in 2022 of $ 589 recorded in selling, general and administrative on the consolidated statement of operations, the amount remaining on its self-insured retention/deductible.

On November 6, 2023, the Court granted final approval of the settlement, dismissed the litigation with prejudice, and entered final judgment.

As a result, the Company had no amounts recorded in settlement and indemnification accruals or an insurance receivable asset on the consolidated balance sheet as of December 31, 2023.

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

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As of December 31, 2023, 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.

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.

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

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.

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

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

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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).

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

For the year ended December 31, 2023, the Company's reportable segments were (i) Biopharmaceuticals and (ii) Exemplar.

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Segment Adjusted EBITDA for reportable segments $ ( 76,065 ) $ ( 72,545 ) $ ( 71,993 )

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

Remove cash paid for capital expenditures net of proceeds from sale of assets

1,438 1,395 2,524

Interest Income

3,237 133 171

Add recognition of previously deferred revenue associated with upfront and milestone payments — 14,561 2,034

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Depreciation and amortization ( 6,668 ) ( 7,191 ) ( 8,139 )

Loss from disposals of assets ( 53 ) ( 50 )

Gain (loss) from disposals of assets

Impairment losses ( 10,835 ) ( 1,120 ) ( 543 )

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Adjustment related to accrued bonuses paid in equity awards 3,361 1,698 —

Equity in net loss of affiliates 861 ( 3 ) ( 603 )

Equity in net income (loss) of affiliates

Shares issue for payment of services

( 545 ) ( 575 ) ( 577 )

Other ( 1 ) ( 107 ) ( 17 )

Unallocated corporate costs ( 32,913 ) ( 33,506 ) ( 48,915 )

Eliminations — ( 106 ) ( 2,062 )

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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

Revenues from external customers/Total segment revenues

$ 75 $ 6,150 $ 6,225

Year Ended December 31, 2022

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

Revenues from external customers/Total segment revenues

$ 14,894 $ 12,015 $ 26,909

Year Ended December 31, 2021

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,

Revenues from external customers/Total segment revenues

$ 922 $ 13,345 $ 14,267

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.

Total segment revenues from reportable segments equal total consolidated revenues.

For the years ended December 31, 2023, 2022, and 2021, 74.6 %, 59.6 %, and 61.5 % of total Exemplar segment revenue was attributable to four customers in 2023 and one for 2022 and 2021, respectively.

The Company recognized revenues derived in foreign countries totaling $ 0 , $ 233 , and $ 378 for the years ended December 31, 2023, 2022 and 2021, respectively.

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Balances at December 31, 2021 $ 17,478 $ 20,076 $ 37,554

Impairments ( 482 ) — $ ( 482 )

Foreign currency translation adjustments ( 149 ) — ( 149 )

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

What changed 10-K

Item 9A. Controls and Procedures