Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2024, certain of our officers and directors adopted Rule 10b5-1 trading arrangements as follows.
On September 30, 2024 , Helen Sabzevari , our Chief Executive Officer and director , Harry Thomasian , our Chief Financial Officer , Donald Lehr , our Chief Legal Officer , Rutul Shah , our Chief Operating Officer , and Phil Tennant , our Chief Commercial Officer , each adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. The trading plans provide for the sale, pursuant to a sell-to-cover instruction, of a number of shares of our common stock necessary to satisfy the executive’s tax withholding requirements upon the vesting of PSUs granted to each executive on August 28, 2024 in the following amounts: (i) Ms. Sabzevari, 1,650,000 PSUs; (ii) Mr. Thomasian, 250,000 PSUs; (iii) Mr. Lehr, 108,000 PSUs; (iv) Mr. Shah, 250,000 PSUs; and (v) Mr. Tennant, 50,000 PSUs.
Under the terms of the PSUs, the PSUs will vest in two equal 50% installments upon the achievement of two specified operational milestones that occur during the period from the grant date to December 31, 2026 (the date of achievement of each milestone, a “Vesting Date”). Under the trading plans, the Company is authorized to direct the sale of shares upon the occurrence of a Vesting Date, and each plan will terminate 45 days after the last Vesting Date, unless terminated earlier in accordance with the terms of the trading plan. The latest possible termination date under the trading plans is February 14, 2027 .
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Item 6. Exhibits
Exhibit
No. Description
10.1
F orm of Performance Stock U nit Agreement under the 2023 Omnibus Incentive Plan.
31.1 Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101** Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language)).
Attached as Exhibit 101.0 to this Quarterly Report on Form 10-Q are the following documents formatted in XBRL: (i) the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023, (iii) the Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023, (iv) the Condensed Consolidated Statements of Shareholders' Equity for the three and nine months ended September 30, 2024 and 2023, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023, and (vi) the Notes to the Condensed Consolidated Financial Statements.
104** Cover Page Interactive Data File (embedded within the Inline XBRL document).
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Precigen, Inc.
(Registrant)
Date: November 14, 2024 By: /s/ HARRY THOMASIAN JR.
Harry Thomasian Jr.
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.