What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-19 compared with 2024-03-19 · 381 added, 287 removed, 1023 unchanged (40% 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.

company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

Insider Trading Policies and Procedures

The Company has insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, and employees, and by the Company itself/and have implemented processes for the Company.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.

Executive Compensation

14 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

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 Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Mezzanine Equity and Shareholders' Equity for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

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3.1* Amended and Restated Articles of Incorporation (11)

Articles of Amendment to the Amended and Restated Articles of Incorporation (18)

3.2* Amended and Restated Bylaws (14)

4.1* Specimen certificate evidencing shares of common stock (16)

4.2* Form of Second Amended and Restated Warrant to Purchase Shares of Common Stock (1)

Description of Securities (12)

Form of Certificate for the 8.00% Series A Convertible Perpetual Preferred Stock (18)

Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 9, 2014 (2)

16 unchanged sentences

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 (1)

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

Precigen, Inc.

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Form of Incentive Stock Option Agreement under the 2023 Omnibus Incentive Plan (19)

F orm of Continuing Employment Agreement (2024)

Form of Continuing Employment Agreement (19)

Form of Performance Stock Unit Agreement under the 2023 Omnibus Incentive Plan (17)

Securities Purchase Agreement, dated December 27, 2024 between Precigen Inc.

and the Investors party thereto (18)

Registration Rights Agreement, dated December 30, 2024 between Precigen Inc.

and the Investors party theret o (18)

Form of Common Stock Purchase Warrant (18)

Product Commercialization Agreement with EV ER SANA Life Science Services, LLC, dated March 19 , 2025

19.1 I nsider Trading Policy

21.1 List of Subsidiaries of Precigen, Inc.

14 unchanged sentences

* Previously filed and incorporated by reference to the exhibit indicated in the following filings by the Company:

(1) Amendment No.

1 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 29, 2013.

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

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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.

Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 30, 2024

Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 19, 2024.

** Furnished herewith

† Indicates management contract or compensatory plan.

# Portions of the exhibit (indicated by asterisks) have been omitted in compliance with Item 601 of Regulation S-K.

†† Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

18 unchanged sentences

KIRK Executive Chairman 3/19/2025

Director 3/19/2025

ALVAREZ Director 3/19/2025

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KINDLER Director 3/19/2025

MITCHELL Director 3/19/2024

TURLEY Director 3/19/2025

5 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2024 , 2023 , and 2022

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

Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024 , 2023 , and 2022

Consolidated Statements of Mezzanine Equity and Shareholders' and Total Equity for the Years Ended December 31, 2024 , 2023 , and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 , 2023 , and 2022

12 unchanged sentences

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.

As discussed in Note 1 to the financial statements, the Company has incurred net losses, cash used in operations, and had an accumulated deficit 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.

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Our responsibility is to express an opinion on the Company's financial statements based on our audits.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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 US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

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

Goodwill - Exemplar Reporting Unit - Refer to Notes 2 and 9 to the financial statements

Warrant Liability – Refer to Notes 2, 7, and 12 to the financial statements

Critical Audit Matter Description

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.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms.

Liability-classified warrants are recorded at their fair value and are subject to subsequent remeasurement at each consolidated balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized in the Company’s statements of operations and comprehensive loss.

The Company entered into a Securities

Purchase Agreement with investors for the sale of its 8.00 % Series A Convertible Perpetual Preferred Stock and warrants to purchase 52,666,669 shares of its common stock, no par value per share at an exercise price of $ 0.75 per share in a private placement.

The Company sold an aggregate of 79,000 shares of Preferred Stock.

As the warrants do not meet all the requirements for equity classification under ASC 815, Derivatives and Hedging, they are therefore accounted for as a warrant liability at fair value on the Company’s consolidated balance sheet, with subsequent changes in fair value recognized in the consolidated statement of operations at each reporting date.

The Company uses the Black-Scholes option pricing model (“Black-Scholes model”) to estimate the fair value of the warrants and the Black-Scholes model within a Monte Carlo simulation model to determine the fair value of the PIK warrants.

Estimates and assumptions affecting the fair value measurement as of December 31, 2024 include the Term to PIK dividend payment rate;

risk-free interest rate;

the expected volatility of common stock;

the fair value per share of the underlying shares of common stock;

the expected term of the warrants;

and a zero-dividend yield.

The most significant assumption impacting the fair value of the warrants is the expected volatility of common stock, which the Company based primarily on the blended equity volatiles of the Company and guideline public companies, which were selected based on the similarity of their operations to those of the Company as well as their tenure as a public company.

As of December 31, 2024, the warrant liability was $50.5 million.

We identified warrants as a critical audit matter because of the significant judgments necessary in determining the consolidated balance sheet classification and the fair value of the warrant liability.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s expected volatility of common stock, including selection of the comparable public companies.

How the Critical Audit Matter Was Addressed in the Audit

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

• We 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.

Our audit procedures related to determining the consolidated balance sheet classification and the fair value of the warrant liability included the following, among others:

• We evaluated the adequacy of management’s accounting assessment and their conclusion to classify warrants as a liability considering ASC 815 and ASC 480, Distinguishing Liabilities from Equity.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the fair value measurement of the warrant liability, as follows:

– Evaluated management’s selection of the Black-Scholes model and Monte Carlo model to determine the fair value measurements of the warrant liability.

– Evaluated the incorporation of the applicable estimates and assumptions into the Black-Scholes model and risk-free interest rate as well as testing the model’s mathematical accuracy.

– Tested the underlying source information used by management in making the estimates and assumptions, including the selection of the comparable public companies used in the expected volatility of the common stock.

– Developed an independent estimate and compared our estimate to that used by management.

• We evaluated the presentation of the warrants in the financial statements and the related fair value measurement disclosure.

/s/ Deloitte & Touche LLP

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Cash and cash equivalents $ 29,517 $ 7,578

Restricted cash — 43,339

Short-term investments 68,393 55,277

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

Trade, less allowance for credit losses of $ 0 and $ 184 as of December 31, 2024 and 2023, respectively.

Other 237 673

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(Amounts in thousands, except share data) 2024 2023

Liabilities and Shareholders' Equity

Liabilities, Mezzanine Equity and Shareholders' Equity

Current liabilities

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Other accrued liabilities 4,812 6,223

Settlement and indemnification accrual

Indemnification accrual

Deferred revenue 589 509

Current portion of long-term debt — 43,219

Current portion of lease liabilities 956 1,202

3 unchanged sentences

Deferred tax liabilities — 1,847

Warrant liabilities

Total liabilities 78,535 32,545

Commitments and contingencies (Note 15)

Mezzanine Equity

Series A Preferred Stock, no par value, 81,000 shares and zero shares authorized as of December 31, 2024 and December 31, 2023, respectively;

79,000 shares and zero shares issued as of December 31, 2024 and December 31, 2023, respectively;

aggregate liquidation preference of $ 79,000 as of December 31, 2024.

Shareholders' equity

Common stock, no par value, 400,000,000 shares authorized as of December 31, 2024 and 2023;

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.

292,869,097 shares and 256,398,527 shares issued as of December 31, 2024 and 2023, 107,130,903 shares and 248,919,096 shares outstanding as of December 31, 2024 and 2023, respectively.

Additional paid-in capital 2,129,207 2,084,916

Accumulated deficit ( 2,090,706 ) ( 1,964,471 )

Accumulated other comprehensive loss

( 1,947 ) ( 3,488 )

Accumulated other comprehensive income (loss)

Total shareholders' equity 38,513 118,498

Total liabilities and shareholders' equity $ 151,043 $ 215,977

Total liabilities, mezzanine equity and shareholders' equity

$ 145,266 $ 151,043

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

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1,418 3,237 133

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

Other income, net

5,589 627 1,539

Total other income (expense), net

7,001 3,396 ( 5,102 )

Equity in net income (loss) of affiliates

Equity in net income of affiliates

Loss from continuing operations before income taxes ( 128,028 ) ( 96,362 ) ( 79,966 )

2 unchanged sentences

Income from discontinued operations, net of income tax benefit

— 108,094 18,641

Net (loss) income

3 unchanged sentences

Net income from discontinued operations per share, basic and diluted

0.00 0.54 0.09

Net (loss) Income per share, basic and diluted

4 unchanged sentences

and Subsidiaries

Consolidated Statements of Comprehensive Income (loss)

Consolidated Statements of Comprehensive (Loss) Income

Years Ended December 31, 2024, 2023, and 2022

5 unchanged sentences

Gain (loss) on foreign currency translation adjustments ( 999 ) 814 ( 3,262 )

Release of cumulative foreign currency translation adjustments to net loss from discontinued operations 2,915 — —

Comprehensive (loss) income

3 unchanged sentences

and Subsidiaries

Consolidated Statements of Shareholders' Equity

Consolidated Statements of Mezzanine Equity and Shareholders' Equity

Years Ended December 31, 2024, 2023, and 2022

(Amounts in thousands, except share data)

(Amounts in thousands, except share data) Mezzanine Stock

Treasury Stock

Capital Accumulated

Comprehensive

Income (Loss) Accumulated

(Loss) Income

Deficit Total

Shareholders'

Shares Amount

Shares Amount Shares Amount Shares Amount

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

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

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

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

Shares issued upon vesting of restricted stock units and for exercises of stock options

— — 354,089 — — — 1 — — 1

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

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

Shares issued in public offering, net of issuance costs

— — — — — — — — 28,317 28,317

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

Other comprehensive loss

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and Subsidiaries

Consolidated Statements of Shareholders' Equity

Consolidated Statements of Mezzanine Equity and Shareholders' Equity

Years Ended December 31, 2024, 2023, and 2022

(Amounts in thousands, except share data)

(Amounts in thousands, except share data) Mezzanine Stock

Treasury Stock

Capital Accumulated

Comprehensive

Income Accumulated

(Loss) Income

Deficit Total

Shareholders'

Shares Amount

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

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— — 465,808 — — — 545 — — 545

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 — — — — —

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

— — — — — — — — ( 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

2 unchanged sentences

and Subsidiaries

Consolidated Statements of Shareholders' Equity

Consolidated Statements of Mezzanine Equity and Shareholders' Equity

Years Ended December 31, 2024, 2023, and 2022

(Amounts in thousands, except share data)

(Amounts in thousands, except share data) Mezzanine Stock

Treasury Stock

1 unchanged sentence

Comprehensive

Income (Loss) Accumulated

(Loss) Income

Deficit Total

Shareholders'

Shares Amount Shares Amount

Shares Amount Shares Amount Shares Amount

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

4 unchanged sentences

Shares issued in public offering, net of issuance costs — — 39,878,939 — ( 3,408,369 ) — 30,882 — — 30,882

Shares returned pursuant to share lending agreement

— — — — — — — — ( 126,235 ) ( 126,235 )

Issuance of Series A Preferred Stock

79,000 28,218 — — — — — — — —

Other comprehensive income

Reclassification of cumulative foreign currency translation adjustments to other income (expense), net

— — — — — — — 2,915 — 2,915

Other comprehensive loss

— — — — — — — ( 956 ) — ( 956 )

Balances at December 31, 2024 79,000 $ 28,218 292,869,097 $ — — $ — $ 2,129,207 $ 12 $ ( 2,090,706 ) $ 38,513

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— ( 60 ) ( 961 )

Loss on reclassification of cumulative foreign currency translation adjustments 2,915 — —

Amortization of premiums (discounts) on investments, net ( 883 ) ( 1,809 ) 832

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

Equity in net income of affiliates

Stock-based compensation expense 9,471 9,888 10,206

3 unchanged sentences

Deferred income taxes ( 1,795 ) ( 479 ) ( 150 )

Noncash gain on termination of leases

— — ( 5,831 )

Issuance cost related to Warrants 292 — —

Other noncash items — 2 107

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Other long-term liabilities — — ( 37 )

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

Indemnification Accruals

( 1,862 ) ( 13,675 ) 13,000

Net cash used in operating activities ( 68,173 ) ( 66,930 ) ( 65,045 )

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Proceeds from sale of discontinued operations — — 162,306

Proceeds from repayment of notes receivable — — 3,754

Net cash (used in) provided by investing activities

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— ( 43,219 ) ( 155,293 )

Proceeds from issuance of Series A Preferred Stock and Warrants

Proceeds from stock option exercises

2 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 27 ) ( 320 ) ( 827 )

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

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

21,669 ( 40,748 ) 5,253

14 unchanged sentences

Purchases of property and equipment included in accounts payable and other accrued liabilities 341 566 40

Proceeds from sale of assets included in receivables — — 14

Issuance costs included in accounts payable and other accrued liabilities 892 — —

The following table provides a reconciliation of the cash, cash equivalents, and restricted cash balances as of December 31, 2024 and 2023 as shown above:

Cash and cash equivalents $ 29,517 $ 7,578

Restricted cash — 43,339

Restricted cash included in other assets — 270

11 unchanged sentences

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 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.

Precigen’s leading product candidate is PRGN-2012, an AdenoVerse® gene therapy.

Zopapogene imadenovec is the nonproprietary name for the investigational therapeutic known as PRGN-2012.

Zopapogene imadenovec has not been approved by any health authority in any country for any indication.

The United States Food and Drug Administration ("FDA") granted priority review to PRGN-2012 Biologics License Application ("BLA") with a Prescription Drug User Fee Act ("PDUFA") target action date set for August 27, 2025.

This therapy is intended for the treatment of adults with recurrent respiratory papillomatosis ("RRP").

Precigen also has one wholly owned operating subsidiary, consisting of Exemplar Genetics, LLC, doing business as Precigen Exemplar ("Exemplar").

Precigen's other historical operating subsidiary, Precigen ActoBio, Inc.

("ActoBio") ceased operations during 2024.

Actobio utilized a proprietary class of microbe-based biopharmaceuticals that enable expression and local delivery of disease-modifying therapeutics, with its primary operations were located in Ghent, Belgium.

As part of a continuing effort to strategically prioritize the application of resources to particular development efforts, in 2024, the Company initiated a shutdown of ActoBio's operations.

This included terminating leases and employees, and the disposition of certain of its assets and obligations with a focus on the preservation of ActoBio's intellectual property.

See Notes 8 and 9 for further discussion related to non-cash impairment charges recorded during 2024, and Note 12 for discussion of cumulative translation losses reclassified into operations in the year ended 2024 in relation to these activities.

During the year ended 2024, the Company also recorded a charge related to employee severance and termination benefits related to ActoBio employees of $ 2,100 , fully paid during 2024, of which $ 1,700 is included in research and development expenses and $ 400 is included in selling, general and administrative expenses included in the accompanying consolidated statement of operations for the year ended December 31, 2024.

In addition to the actions taken at ActoBio noted above, in August 2024 the Company also began undertaking a strategic prioritization of its clinical portfolio and streamlining of its resources, including a reduction of over 20 % of its workforce, to focus on the potential commercialization of the PRGN-2012.

These strategic changes are designed to reduce required resources for non-priority programs and enable the Company to focus on pre-commercialization efforts regarding PRGN-2012, including supporting the submission of a rolling biologics license application ("BLA") under an accelerated approval pathway which was filed in the fourth quarter of 2024, conducting a confirmatory clinical trial, and manufacturing commercial product.

Additionally, the Company continues the acceleration of commercial readiness efforts for a potential launch in 2025.

As a result of the actions taken related to this reduction in its workforce, the Company recorded a charge related to employee severance and termination benefits of $ 1,639 , of which $ 594 is included in research and development expenses and $ 1,045 is included in selling, general and administrative expenses included in the accompanying consolidated statement of operations for the year ended December 31, 2024.

As of December 31, 2024, $ 853 of the $ 1,639 charge was paid, leaving a liability of $ 786 , which is included in accrued compensation and benefits on the consolidated balance sheets.

Exemplar is committed to enabling the study of life-threatening human diseases through the development of MiniSwine Yucatan miniature pig research models and services.

Exemplar’s primary operations are located in the State of Iowa.

6 unchanged sentences

Trans Ova was formerly a separate reportable segment.

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.

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.

During the twelve months ended December 31, 2024, the Company incurred a net loss of $ 126,235 and used $ 68,173 of cash in its operations, and as of December 31, 2024, had an accumulated deficit of $ 2,090,706 .

The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows from operations, exclusive of cash sources outside of the Company’s direct control, including potential revenue from PRGN-2012 for the treatment of adults with RRP, to continue in the foreseeable future.

In addition, as of December 31, 2024, the Company had $ 97,910 in cash, cash equivalents and short-term investments, and had no committed source of additional funding.

Considering only the forecasted cash flows under its direct control, the Company’s current cash and investments position is not sufficient to fund the Company's planned operations for one year after the date the consolidated financial statements are issued and accordingly, these conditions and events raise substantial doubt about the Company's ability to continue as a going concern.

As the Company continues to incur losses, its transition to profitability will depend on the successful development, approval and commercialization of product candidates and on the achievement of sufficient revenues to support the Company's cost structure.

This potential revenue has been excluded as the BLA, which the FDA accepted and granted priority review in February 2025 (with a PDUFA target action date set for August 27, 2025), has not yet been approved.

In addition, the Company may decide, or be required, to raise additional capital.

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.

If the approval of the PRGN-2012 BLA is delayed or is not approved, and/or 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.

As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company's ability to continue as a going concern.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

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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.

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.

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The Company has research and development arrangements with third parties that include upfront and milestone payments.

As of December 31, 2023 and 2022, the Company had research and development commitments with third parties that had not yet been incurred totaling $ 17,800 and $ 19,909 , respectively.

As of December 31, 2024 and 2023, the Company had research and development commitments with third parties that had not yet

been incurred totaling $ 5,885 and $ 17,800 , respectively.

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

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Recoverability of investments is dependent upon the performance of the issuer.

Restricted Cash

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

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, 2023 and 2022 short-term and long-term investments include corporate bonds, United States government debt securities and certificates of deposit.

Short-term Investments

As of December 31, 2024 and 2023 short-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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Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available.

Pre-Launch Inventory

Prior to an initial regulatory authorization for our drug product candidates, we expense costs relating to raw materials and inventory production as research and development expenses in our consolidated statements of operations in the period incurred.

We capitalize the costs of production as inventory when we believe regulatory authorization and subsequent commercialization is considered probable and we expect to realize future economic benefit from the sales of the drug product candidate.

We have not capitalized any inventory to date in our Biopharmaceuticals reporting segment.

Concentrations of Risk

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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 other receivables.

Financial instruments that potentially subject the Company to concentration 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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As of December 31, 2024 and 2023 , 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.

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 on the economic pe rformance of the VIEs.

As of December 31, 2024 and 2023, the Company had no risk of loss related to the identified VIEs.

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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.

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

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.

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The Company amortizes long-lived intangible assets to reflect the pattern in which the economic benefits of the intangible asset are expected to be realized.

The intangible assets are amortized over their estimated useful lives, ranging from three to eighteen years for the patents, developed technologies, and know-how;

The intangible assets are amortized over their estimated useful lives, ranging from seven to thirteen years with an average of ten years for the patents, developed technologies, and know-how;

customer relationships;

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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 income (loss).

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 Operations after the closure of ActoBio in 2024.

Prior to that, foreign currency translations adjustments were recorded in the consolidate statements of comprehensive (loss) income.

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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Penalties, if any, are recorded in selling, general and administrative expenses.

The Company accounts for the minimum tax on global intangible low-taxed income ("GILTI") as a period charge in the period in which the tax arises.

There was no impact from GILTI to the accompanying consolidated financial statements.

Share-Based Payments

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1.64 %– 4.12 %

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

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

Net Income (Loss) per Share

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

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

For purposes of the diluted net income (loss) per share calculation, shares to be issued pursuant to stock options, RSUs, PSUs, and the 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 Note 12 for further discussion of the Company's Share Lending Agreement, which was terminated in October 2023.

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Restricted stock units

Warrants — — 121,888

826,057 961,534 697,815

Performance stock units

3,178,000 — —

Total 29,928,791 23,018,874 15,899,091

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.

See Note 10 for further discussion of the Convertible Notes.

The table above does not include approximately 70,222,215 shares of common stock initially underlying the Series A Preferred Stock and 52,666,669 shares of common stock, initially underlying the Warrants, as exercisability of the Series A Preferred Stock and the Warrants is contingent upon the Company increasing the number of authorized shares of common stock, which was not obtained as of December 31, 2024.

Gain on transfers of nonfinancial assets

The Company accounts for dispositions of intellectual and property rights, which are considered nonfinancial assets, in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) and recognizes a gain or loss on sale upon transferring control of the nonfinancial asset to the purchaser, which is generally satisfied at the time of sale.

The Company has concluded that the assets are not an output of the entity's ordinary activities, so the transaction is not within the scope of ASC 606.

In connection with the sale in December 2024 of intellectual property rights and royalty rights related to FCX-007, a clinical stage product candidate being developed by Castle Creek Biosciences, LLC, the Company recognized a gain of $ 8,500 recorded in the Consolidated Statement of Operations within Other Income (Expense), net, for the year ended December 31, 2024.

Segment Information

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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.

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

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.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For equity-classified warrants, the fair value is not remeasured.

Mezzanine Equity

Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the Company, and upon such event, the shares would become redeemable at the option of the holder, or when the Company currently does not have a sufficient number of authorized and unissued shares available to share settle the instrument, they are classified as 'mezzanine equity' (temporary equity).

The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.

The Company evaluates whether the contingent redemption provisions are probable of becoming redeemable to determine whether the carrying value of the redeemable convertible preferred units are required to be remeasured to their respective redemption values.

All instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g.

more equity-like or debt-like).

Features identified as freestanding instruments or bifurcated embedded derivatives that are material are recognized separately as a derivative asset or liability in the consolidated financial statements.

Use of Estimates

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Recently Adopted Accounting Pronouncements

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

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

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

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

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

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

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

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.

In the fiscal year ended December 31, 2024, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented.

This adoption resulted in the disclosure of significant expense categories and amounts for each reportable segment, which are regularly provided to the CODM and included in the reported Segment Adjusted EBITDA.

Previous Segment Adjusted EBITDA disclosures have been adjusted for comparability.

See Note 16 for further discussion on Segment Adjusted EBITDA.

Recently Issued Accounting Pronouncements Not Yet Adopted

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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.

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.

In November 2024, the FASB issued ASU 2024-03, in order to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

The amendments in ASU 2024-03 require disclosure, in the notes to the financial statements, of specified information about certain costs and expenses in interim and year-end reporting periods.

The amendments in this ASU apply to

all public business entities and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

In November 2024, the FASB issued ASU 2024-04 to improve the relevance and consistency in the application of induced conversion guidance in Subtopic 470-20, Debt— Debt with Conversion and Other Options.

T he amendments in this Update affect entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion.

The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

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

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

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

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

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

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

In February 2023, the Buyer 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.

In April 2024, the Buyer notified the Company that Trans Ova did not meet the financial measures required in 2023 in order to require the second $ 5,000 earn-out payment.

The Company has disputed certain items reflected in the 2023 financial measures presented by the Buyer in the aforementioned notification.

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 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.

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 third quarter of 2022.

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.

In addition, no amounts have been recorded as a gain contingency subsequent to the sale of Trans Ova.

In connection with the Transaction, 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 third quarter of 2022.

As of December 31, 2024, and 2023, $ 3,213 and $ 5,075 were included in indemnification accrual on the consolidated balance sheets, respectively.

During 2024, the Company paid $ 1,862 for expenses incurred by the Buyer for the period from July 2023 to December 2023.

In addition, during 2023, the Company paid $ 675 for indemnification claims against this liability for the period from the date of sale to June 2023.

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

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Operating income

12,253 12,630

Other income, net 1,139

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Income from discontinued operations $ 108,094

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

Year Ended December 31,

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

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Cash flows from investing activities

Proceeds from repayment of notes receivable — 3,689

Purchases of property, plant and equipment ( 3,529 )

Proceeds from sales of assets 594

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

The wind down of MBP Titan's activities was substantially completed by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021.

This discontinuation of operations represented the continuation of a strategic shift to becoming primarily a healthcare company advancing technologies and products that address complex healthcare challenges.

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.

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 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.

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

Year Ended December 31,

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.

Year Ended December 31,

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

Gain on disposal of assets, net

Noncash gain on termination of leases ( 4,602 )

Cash flows from investing activities

Proceeds from sales of assets 1,083

Investments in Joint Ventures

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

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

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

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

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The following table summarizes the amounts recorded as revenue in the consolidated statements of operations for each significant counterparty to a collaboration or licensing agreement for the years ended December 31, 2023 and 2022.

There was no such revenue in the year ended December 31, 2024.

Year Ended December 31,

2023 2022 2021

Intrexon Energy Partners, LLC — 3,768

Intrexon Energy Partners II, LLC — 10,793

Other 75 100 506

Total (1) $ 75 $ 14,661

(1) Collaboration and licensing revenues recognized for the years ended December 31, 2023, 2022, and 2021, include the recognition of $ 0 , $ 14,561 , and $ 397 , respectively, associated with upfront and milestone payments which were previously deferred.

(1) Collaboration and licensing revenue recognized for the year ended December 31, 2022, includes the recognition of $ 14,561 , associated with upfront and milestone payments which were previously deferred.

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

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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.

On October 4, 2024, the License Agreement was terminated.

Following the termination of the License Agreement, Precigen has regained all rights previously licensed to Alaunos and Alaunos retains no rights to utilize any of Precigen’s technology.

Deferred Revenue

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Prepaid product and service revenues 15 15

Other 690 494

Total $ 2,523 $ 2,327

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Total $ 2,523 $ 2,327

Short-term and Long-term Investments

Short-term Investments

The Company's investments are classified as available-for-sale.

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Corporate Bonds

69 — ( 1 ) 68

Total $ 68,381 $ 18 $ ( 6 ) $ 68,393

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

Corporate Bonds

245 — — $ 245

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

In addition, at December 31, 2024 and December 31, 2023, the Company held U.S.

government debt securities valued at $ 24,169 and $ 1,502 , respectively, which was included in cash and cash equivalents in the consolidated balance sheets as these investments had an original maturity of less than three months when purchased.

See Notes 2 and 7 for further discussion on the Company's method for determining the fair value of its assets.

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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:

The following table presents the placement in the fair value hierarchy of financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2024:

Quoted Prices in Active Markets

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Corporate Bonds — 68 — 68

Total $ — $ 55,277 $ — $ 55,277

$ — $ 68,393 $ — $ 68,393

Warrant liabilities - 2024 Warrants

$ — $ — $ 50,537 $ 50,537

Total liabilities

$ — $ — $ 50,537 $ 50,537

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:

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Certificates of deposit — 3,361 — 3,361

Total $ — $ 51,092 $ — $ 51,092

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 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.

Corporate Bonds — 245 — 245

$ — $ 55,277 $ — $ 55,277

The method used to estimate the fair value of the Level 2 short-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.

Warrant liabilities

The Warrant liabilities (as defined below) are comprised of outstanding warrants to purchase 52,666,669 shares of common stock, no par value per share at an exercise price of $ 0.75 per share issued in a private placement in December 2024.

The Warrants were accounted for as liabilities as the Warrants provide the holder the right to acquire, via a paid in kind dividend on the Series A Preferred Stock for the first two years following the issue date of the Series A Preferred Stock (see Note 12), a number of additional warrants to purchase shares of common stock equal to 50 % of the amount of such paid in kind dividends divided by the $ 0.75 exercise price ("PIK Warrants"), upon obtaining Shareholder Approval (as defined in Note 12) which fails the requirement of the indexation guidance under ASC 815-40.

Furthermore, the Company does not have a sufficient number of authorized and unissued shares available to share settle the instrument and for that reason the Warrants cannot be accounted as an equity-linked instrument.

The Warrants and PIK Warrants (together the "Warrant liabilities") are measured at fair value at inception.

The fair value of the outstanding Warrants will be re-measured at fair value at the end of each reporting period, unless and until they are reclassified to equity.

We use various option pricing models, such as the Black-Scholes option pricing model and the Monte Carlo simulation model, to estimate fair value of the warrants.

In using these models, we make certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the Warrants and other assumptions.

Risk-free interest rates are derived from the yield on U.S.

Treasury debt securities.

Dividend yields are based on our historical dividend payments, which have been zero to date.

Volatility is estimated from the historical volatility of our common stock as traded on the Nasdaq.

The expected term of the Warrants is based on the time to expiration of the Warrants from the date of measurement.

The fair value of the Warrants is estimated using a Black‑Scholes option-pricing model.

The significant assumptions used in preparing the option pricing model for valuing the Warrant liabilities as of December 31, 2024, include (i) volatility of 86 % (discounted for lack of marketability), (ii) risk free interest rate of 4.5 %, (iii) strike price ($ 0.75 ), (iv) fair value of common stock ($ 0.93 ), and (v) expected life of 10 years.

The fair value of the PIK Warrants is estimated using a Black-Scholes option pricing model within a Monte Carlo simulation model framework.

The significant assumptions used in preparing the simulation model for valuing the PIK Warrant as of December 31, 2024, include (i) volatility of 86 % (discounted for lack of marketability), (ii) risk free interest rate range of 4.13 % to 4.2 %, (iii) strike price ($ 0.75 ), (iii) term to PIK Warrant payment date of one to two years and (vii) expected Company's stock price range to the corresponding PIK Warrant payment date of $ 0.06 to $ 3.05 .

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, 2024, 2023, and 2022.

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Depreciation expense was $ 1,467 , $ 1,820 , and $ 2,393 for the years ended December 31, 2024, 2023, and 2022, respectively.

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.

Recorded impairment losses of $ 598 , $ 445 and $ 638 for the years ended December 31, 2024, 2023, and 2022, 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 and fixed assets at certain of the Company's leased locations.

As discussed in Note 1, during 2024, the Company suspended ActoBio's operations.

As a result, the Company reviewed the related property, plant and equipment and right-of-use assets for impairment.

Based on the estimated undiscounted cash flows, the Company determined that the related asset values were not fully recoverable and calculated estimated fair values using market participant assumptions.

The estimated fair values were lower than the carrying values, and the Company recorded impairment losses of $ 110 related to property, plant, and equipment and $ 488 related to the right-of-use assets, which are included in impairment of other noncurrent assets in the accompanying consolidated statements of operations for the year ended December 31, 2024.

Goodwill and Intangible Assets, Net

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The Company had $ 32,282 and $ 24,873 of cumulative goodwill impairment losses as of December 31, 2024, and 2023.

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

During the second quarter of 2024, in connection with the suspension of ActoBio's operations, as discussed in Note 1, the Company determined the fair value of the ActoBio reporting unit was less than its carrying amount.

As a result, the Company recorded a goodwill impairment charge of $ 1,630 , which represented the full amount of goodwill associated with the ActoBio reporting unit.

For the year ended December 31, 2024, and December 31, 2023, the Company recorded $ 5,779 and $ 10,390 of impairment charges related to the Exemplar reporting unit, respectively.

In connection with the annual 2024 evaluation, the Company completed its calendar year 2025 forecast and revised its outlook for the Exemplar business, resulting in lower financial projections compared to the prior year strategic planning cycle.

The revised projections were used as a key input into Exemplar's reporting unit’s annual goodwill impairment test performed as of December 31, 2024.

The impairment charge 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 in both 2024 and 2023 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.

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 %.

The market-based weighted average cost of capital used in the income approach for the Exemplar reporting unit was 13.0 % for 2024 and 12.5 % for 2023, and the terminal growth rate used in the discounted cash flow model was 3 % for both 2024 and 2023.

See Note 16 for information regarding goodwill by reportable segment.

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

During 2024, in connection with the suspension of ActoBio's operations, the Company determined the fair value of ActoBio's certain developed technologies was less than their carrying amount.

As a result, the Company recorded an impairment charge of $ 32,317 , which is included in impairment of other noncurrent assets in the accompanying consolidated statements of operations for the year ended December 31, 2024.

Amortization expense was $ 3,059 , $ 4,848 , and $ 4,798 for the years ended December 31, 2024, 2023, and 2022, respectively.

Estimated aggregate amortization expense for definite lived intangible assets is expected to be as follows:

Thereafter 17,487

Total $ 4,455

Lines of Credit and Long-Term Debt

Lines of Credit

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As of December 31, 2024 and December 31, 2023, there was no outstanding balance.

Short-Term Debt

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

Convertible Debt

Precigen Convertible Notes

In July 2018, Precigen completed a registered underwritten public offering of $ 200,000 aggregate principal amount of Convertible Notes and issued the Convertible Notes under an indenture (the "Base Indenture") between Precigen and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture (together with the Base Indenture, the "Indenture").

Precigen received net proceeds of $ 193,958 after deducting underwriting discounts and offering expenses of $ 6,042 .

The Convertible Notes 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).

Convertible Notes

The Convertible Notes matured on July 1, 2023, although certain notes were repurchased prior to their maturity beginning in third quarter of 2022.

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

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 Convertible Notes.

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:

Year Ended December 31,

2023 2022 2021

Cash interest expense $ 397 $ 5,727

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Total interest expense $ 457 $ 6,769

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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Discontinued operations treated as asset sales — — ( 27,909 )

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

Expired attributes

( 50,269 ) — —

Adoption of ASU 2020-06 — — 4,698

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

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As of December 31, 2024, approximately $ 35,800 of the Company's domestic net operating losses were inherited via acquisition and are limited based on the value of the target at the time of the transaction.

As of December 31, 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 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, 2024, the Company had net operating loss carryforwards of approximately $ 969,900 for United States federal income tax purposes available to offset future taxable income, including $ 757,000 generated after 2017, United States capital loss carryforwards of $ 100,900 , and United States federal and state research and development tax credits of approximately $ 16,200 , prior to consideration of annual limitations that may be imposed under Section 382 of the Internal Revenue Code of 1986, as amended, or ("Section 382").

Net operating loss carryforwards generated prior to 2018 will expire if unutilized from 2025 to 2037, and capital loss carryforwards will expire if unutilized from 2025 to 2027.

As a result of our past stock issuances, as well as due to prior mergers and acquisitions, certain of our net operating losses have been subject to limitations pursuant to Section 382.

As of December 31, 2024, we had utilized all net operating losses subject to Section 382 limitations, other than those losses inherited via acquisitions.

As of December 31, 2024, approximately $ 69,800 of domestic net operating losses were acquired via acquisition and are limited based on the value of the target at the time of the transaction.

Future changes in stock ownership may also trigger an ownership change and, consequently, a Section 382 limitation.

As of December 31, 2024, our direct foreign subsidiaries included in continuing operations had foreign loss carryforwards of approximately $ 69,800 , most of which do not expire.

T he increase in tax benefit recognized in the twelve months ended December 31, 2024 is primarily caused by the non-cash impairment of ActoBio's developed technology and goodwill, which resulted in the reduction of the associated deferred tax liability, and was recorded as a discrete item during the second quarter of 2024.

The Company and its subsidiaries do not have material unrecognized tax benefits as of December 31, 2024.

The Company does not anticipate significant changes in the amount of unrecognized tax benefits in the next 12 months.

The Company's tax returns for years 2004 and forward are subject to examination by federal or state tax authorities due to the carryforward of unutilized net operating and capital losses and research and development tax credits.

Shareholders' Equity

The Company's tax returns for the years 2005 and forward are subject to examination by federal or state tax authorities due to the carryforward of unutilized net operating and capital losses and research and development tax credits.

Mezzanine Equity and Shareholders' Equity

Under the Company’s amended and restated articles of incorporation the Company is authorized to issue 400,000,000 shares of common stock and 25,000,000 shares of preferred stock.

Amendment to the Articles of Incorporation - Series A Preferred Stock

On December 27, 2024, Precigen filed articles of amendment (the “Articles of Amendment”) to its amended and restated articles of incorporation with the State Corporation Commission of the Commonwealth of Virginia ("SCC") , including a form of certificate for the Series A Preferred Stock, designating 81,000 shares of its authorized and unissued preferred stock as 8.00 % Series A Convertible Perpetual Preferred Stock (the "Series A Preferred Stock") and establishing the preferences, limitations and relative rights of the Series A Preferred Stock.

The Articles of Amendment became effective following the issuance of a Certificate of Amendment by the SCC to Precigen on December 30, 2024.

Issuances of Preferred Stock and Warrants

On December 30, 2024, the Company issued 79,000 shares of the Series A Preferred Stock with an initial liquidation preference and stated value of $ 1,000 per share, together with the Warrants (see Note 7), for gross proceeds of $ 79,000 and net proceeds of $ 78,463 , after deducting offering expenses, which had not been paid as of December 31, 2024.

The aggregate exercise price of the Warrants is approximately $ 39,500 , exercisable for an aggregate of 52,666,669 shares of common stock.

The terms of the Series A Preferred Stock are summarized below.

Series A Preferred Stock Rights:

Dividends on the Series A Preferred Stock will be paid annually in cash at a rate of 8.00 % when, as and if declared by the board of directors of Precigen, except that for the first two years following the issue date of the Series A Preferred Stock, such dividends will be paid in kind in the form of an increase to the stated value and the liquidation preference of the Series A Preferred Stock by the amount of such dividends, together with Warrants to acquire a number of additional shares of common stock equal to 50 % of the amount of such dividends divided by the $ 0.75 exercise price of the Warrants, subject to the Shareholder Approval (as described below).

The Series A Preferred Stock is redeemable, in whole or in part, for cash at Precigen’s option at any time.

The redemption price will be equal to the stated value of the Series A Preferred Stock to be redeemed, plus accumulated and unpaid dividends, if any, to, but excluding, the redemption date.

If a fundamental change occurs (as defined in the Articles of Amendment), then holders of the Series A Preferred Stock may require Precigen to repurchase their shares of Series A Preferred Stock for cash.

The repurchase price will be equal to the stated value of the shares of Series A Preferred Stock to be repurchased, plus accumulated and unpaid dividends, if any, to, but excluding, the repurchase date.

The Series A Preferred Stock will be convertible into common stock at the option of the holders of the Series A Preferred Stock at any time on or after the later of the six-month anniversary of the issue date of the Series A Preferred Stock and the date on which Precigen has, among other things, obtained (1) any shareholder approval that may be required under the listing rules of the Nasdaq Global Select Market, (2) any shareholder approval that may be required to increase the number of authorized shares of common stock sufficient to permit the exercise of the Warrants and to permit the conversion of the Series A Preferred Stock into the maximum number of shares of common stock deliverable upon conversion of all shares of Series A Preferred Stock no later than 180 days after December 30, 2024 and (3) the filing with the SCC and effectiveness of an amendment to Precigen’s amended and restated articles of incorporation evidencing such shareholder approval (collectively, the “Shareholder Approval”).

The Series A Preferred Stock will also be convertible into common stock at Precigen’s option at any time on or after the third anniversary of the issue date of the Series A Preferred Stock, but only if the closing sale price per share of common stock equals or exceeds $ 4.00 for a specified period of time and certain other conditions are satisfied.

The Series A Preferred Stock is initially convertible into shares of common stock at a conversion rate of 888.8888 shares of common stock per $ 1,000 of stated value, for an initial conversion price of approximately $ 1.125 per share.

However, if the arithmetic average of the closing sale prices of the common stock over the five trading day period ending on, and including, the last trading day of the fiscal quarter immediately preceding any conversion date exceeds the conversion price otherwise in effect on such conversion date, then the conversion rate for purposes of such conversion will be a number of shares of common stock per $ 1,000 of stated value equal to $ 1,000 divided by such arithmetic average.

The conversion rate is also subject to customary adjustments.

The Series A Preferred Stock has no maturity date, ranks senior to the outstanding shares of common stock with respect to the payment of dividends and distributions in liquidation and has a liquidation preference equal to its stated value plus any accrued

and unpaid dividends (whether or not declared).

Subject to certain limited exceptions, the Series A Preferred Stock and the Warrants are not transferable for six months .

Mezzanine Classification

ASC 480-10-S99-3A(2) of the SEC's Accounting Series Release N0.

268 ("ASR 268") requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer.

Preferred securities that are mandatorily redeemable are required to be classified by the issuer as liabilities whereas under ASR 268, a company should classify a preferred security whose redemption is contingent on an event not entirely in control of the issuer as mezzanine equity.

The Series A Preferred Stock is redeemable at the option of the holder upon a "fundamental change" (as defined in the agreements) that is not solely within control of the Company, and accordingly, the Company determined that mezzanine treatment is appropriate for the Series A Preferred Stock.

The Series A Preferred Stock was measured at the amount of total proceeds less any offering costs and proceeds allocated to the Warrants, and is presented as such in our consolidated balance sheets and consolidated statements of changes in mezzanine equity and shareholders’ equity as of and for the year ended December 31, 2024.

Further, the Company evaluated all embedded features against an equity-like host and concluded none of the embedded features identified within the Series A Preferred Stock require bifurcation as they are either deemed clearly and closely related or not net settleable as a result of a lack of an active market.

Issuances of Precigen Common Stock

In August 2024, the Company closed a public offering of 39,878,939 shares of its common stock, resulting in net proceeds to the Company of $ 30,882 , after deducting underwriting discounts, fees, and other offering expenses.

This included the sale of 4,584,821 shares of the Company’s common stock pursuant to the underwriter’s exercise of its option to purchase additional shares.

Of the 39,878,939 shares, 23,588,234 shares were purchased by related parties and their affiliates, including the Company's Chairman of the Board of Directors and his affiliates, and one of the Company's executive officers.

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.

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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.

Share Lending Agreement

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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 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

Components of Accumulated Other Comprehensive (loss) income

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

Unrealized income (loss) on investments

$ 12 $ ( 33 )

Loss on foreign currency translation adjustments

( 1,914 ) ( 2,728 )

Total accumulated other comprehensive loss

Total accumulated other comprehensive (loss) income

$ 12 $ ( 1,947 )

During the year ended December 31, 2024, the Company reclassified $ 2,915 of cumulative foreign translation losses associated with ActoBio upon final closing of its facilities, which is included in other income (expenses) in the accompanying consolidated statements of operations.

These translation losses were previously recorded within accumulated other comprehensive (loss) income.

Share-Based Payments

The Company measures the fair value of stock options and RSUs issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense.

The Company measures the fair value of stock options, RSUs and PSUs issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense.

Stock-based compensation expense for employees and nonemployees is recognized over the requisite service period, which is typically the vesting period.

Adjustments to stock-based compensation expense for RSUs and PSUs are made, as needed, each reporting period based on changes in the Company’s estimate of the number of units that are probable of vesting.

Stock-based compensation costs included in the consolidated statements of operations are presented below:

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Total $ 9,471 $ 9,888 $ 10,206

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.

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As of December 31, 2024, there were 16,414,686 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 2023, Precigen adopted the 2023 Plan, which became effective upon shareholder approval in June 2023.

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

The 2023 Plan initially authorized for issuance pursuant to awards under the 2023 Plan an aggregate of 18,418,137 shares, which included shares remaining available for issuance under the 2013 Plan as of the adoption of the 2023 Plan.

At Precigen's annual meeting of shareholders held on July 5, 2024, shareholders approved an increase of 2,000,000 shares of common stock available for issuance under the 2023 Plan.

As of December 31, 2024, there were 5,824,000 stock options, 3,178,000 PSUs and no RSUs outstanding under the 2023 Plan and 7,043,377 shares were available for future grants.

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

The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to non-employee service providers, including board members.

As of December 31, 2023, there were 12,000,000 shares authorized for issuance under the 2019 Plan, of which 3,158,007 stock options and 961,534 RSUs were outstanding and 4,502,466 shares were available for grant.

As of December 31,

2024, there were 12,000,000 shares authorized for issuance under the 2019 Plan, of which 3,686,048 stock options and 826,057 RSUs were outstanding, and 2,448,058 shares were available for grant.

Stock Options

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.

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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.

RSU activity was as follows:

Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years)

PSUs and RSUs

In 2024, the Company’s Compensation and Human Capital Management Committee of the Board of Directors (the "Compensation Committee") approved the grant of 3,178,000 PSUs under the 2023 Plan to certain key employees of the Company.

Of the PSUs granted, 2,978,000 are subject to vesting in two equal 50 % installments based upon the achievement of two specified operational milestones relating to (i) the Company’s good faith submission to the U.S.

Food and Drug Administration (the “FDA”) of a complete BLA for the Company’s PRGN-2012 investigational product and (ii) the approval of the BLA by the FDA.

The remaining 200,000 PSUs granted in 2024 are subject to vesting in two equal 50 % installments based on (i) the achievement of the approval of the BLA by the FDA and (ii) continued employment with the Company on the six-month anniversary of the approval of the BLA by the FDA.

The performance milestones may be achieved (and the PSUs earned) at any time through December 31, 2026 (the “Performance Period”), and the PSUs will vest and be settled in shares of the Company’s common stock at such time as the Compensation Committee certifies that an applicable performance milestone has been achieved, subject to the employee's continued employment through the applicable achievement date (subject to certain exceptions).

Any PSUs for which a performance milestone has not been achieved by the end of the Performance Period will be cancelled and forfeited.

The Company recognizes stock-based compensation expense over the performance period, if it is probable that the performance condition will be achieved.

Adjustments to stock-based compensation expense are made, as needed, each reporting period based on changes in the Company's estimate of the number of units that are probable of vesting.

RSU and PSU activity was as follows:

Number of RSUs and PSUs

Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years)

Balances at December 31, 2021

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Total unrecognized compensation costs related to unvested RSU awards as of December 31, 2024 were $ 292 and are expected to be recognized over a weighted-average period of approximately 0.3 years.

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

As of December 31, 2024, the underlying performance milestone relating to the Company's submission of a BLA to the FDA was considered probable of achievement and stock-based compensation expense was recognized during the year ended December 31, 2024 related to this milestone.

The underlying performance milestone related to the approval of the BLA by the FDA was determined to be not probable of achievement, as such approval is outside of the Company's control.

Therefore, no stock-based compensation expense was recognized for this performance milestone during the year ended December 31, 2024.

Precigen uses treasury shares (to the extent available) and authorized and unissued shares to satisfy share award vesting.

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 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 .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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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Alvarez et al , was filed in the Circuit Court for Fairfax County in Virginia on behalf of Precigen, Inc.

asserting similar claims under state law against Precigen's current directors and certain officers.

The complaint named as defendants certain of the Company' directors and certain of the Company's current and former officers.

The complaint's claims related to disclosures made by the Company about MBP program from May 10, 2017 to March 1, 2019.

The plaintiff seeks damages, forfeiture of benefits received by defendants, and an award of reasonable attorneys' fees and costs.

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Precigen , Inc., Case CL21-6349.

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

The Kent action, also related to disclosures regarding MBP program, demands inspection of certain books and records of the Company pursuant to Virginia statutory and common law.

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

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

The Company defines Segment Adjusted EBITDA as net income (loss) before (i) interest expense 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.

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, (x) reclassification of cumulative translation gain (loss), and (xi) recognition of previously deferred revenue associated with upfront and milestone payments as well as cash outflows from capital expenditures and investments in affiliates but includes proceeds from the sale of assets in the period sold.

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

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

The Company has also disclosed revenues from external customers and intersegment revenues for each reportable segment.

The Company has also disclosed revenues from external customers and intersegment revenues for each reportable segment, if any.

The Company's CODM is its President and Chief Executive Officer.

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 operations of MBP Titan and Trans Ova which are reported as discontinued operations (Note 3).

The CODM uses Segment Adjusted EBITDA for each segment in order to evaluate performance and allocate resources, reviewing actual results to budget throughout the year as an input into making those decisions.

For the year ended December 31, 2024, the Company's reportable segments were (i) Biopharmaceuticals and (ii) Exemplar.

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Year Ended December 31, 2024

Biopharmaceuticals Exemplar Total

Revenues from external customers/Total segment revenues

$ — $ 3,925 $ 3,925

Biopharmaceuticals

Salaries, benefits and other payroll expenses, including severance cost

( 43,363 ) ( 2,879 )

Exemplar ( 726 ) 4,997 6,898

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

Rent and Utilities

( 3,195 ) ( 706 )

Capital Expenditures

( 8,477 ) ( 47 )

Other Segment Adjusted EBITDA

( 27,252 ) ( 1,222 )

Segment Adjusted EBITDA

$ ( 82,287 ) $ ( 929 ) $ ( 83,216 )

Year Ended December 31, 2023

Biopharmaceuticals Exemplar Total

Revenues from external customers/Total segment revenues

$ 75 $ 6,150 $ 6,225

Salaries, benefits and other payroll expenses

( 40,276 ) ( 3,774 )

Rent and Utilities

( 2,854 ) ( 801 )

Capital Expenditures

( 1,251 ) ( 187 )

Other Segment Adjusted EBITDA

( 31,033 ) ( 2,114 )

Segment Adjusted EBITDA

$ ( 75,339 ) $ ( 726 ) $ ( 76,065 )

Year Ended December 31, 2022

Biopharmaceuticals Exemplar Total

Revenues from external customers/Total segment revenues

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

Salaries, benefits and other payroll expenses

( 37,624 ) ( 3,771 )

Rent and Utilities

( 4,093 ) ( 745 )

Capital Expenditures

( 1,254 ) ( 141 )

Other Segment Adjusted EBITDA

( 49,465 ) ( 2,361 )

Segment Adjusted EBITDA

$ ( 77,542 ) $ 4,997 $ ( 72,545 )

Other Segment EBITDA for each reportable segment in the table above includes:

– Biopharmaceuticals – external R&D costs including laboratory supplies, third-party commercialization and manufacturing costs, consultant costs, legal and professional fees, insurance, and certain other overhead expenses and EBITDA adjustments.

– Exemplar – cost of sales, external R&D costs including laboratory supplies, sales and marketing expenses, third-party consultants, supplies, insurance, and certain overhead expenses and EBITDA adjustments.

Total segment revenues from reportable segments equal total consolidated revenues.

The table below reconciles Segment Adjusted EBITDA for reportable segments to consolidated net loss from continuing operations before income taxes:

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Equity in net income (loss) of affiliates

Shares issue for payment of services

Shares issued for payment of services

( 553 ) ( 545 ) ( 575 )

Other — ( 1 ) ( 107 )

Reversal of cumulative foreign translation losses ( 2,915 ) — —

Eliminations — — ( 106 )

Consolidated loss from continuing operations before income taxes $ ( 128,028 ) $ ( 96,362 ) $ ( 79,966 )

Revenues by reportable segment were as follows:

Year Ended December 31, 2023

Biopharmaceuticals Exemplar Total

Revenues from external customers/Total segment revenues

$ 75 $ 6,150 $ 6,225

Year Ended December 31, 2022

Biopharmaceuticals Exemplar Total

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/Total segment revenues

$ 922 $ 13,345 $ 14,267

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.

For the years ended December 31, 2024, 2023, and 2022, 58.1 %, 74.6 %, and 59.6 % of total Exemplar segment revenue was attributable to four customers in 2024 and four for 2023 and 2022, respectively.

The Company recognized revenues derived in foreign countries totaling $ 0 for the years ended December 31, 2024, 2023 and $ 233 for the year ended December 31, 2022, respectively.

Goodwill by reportable segment was as follows:

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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