What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-19 · 529 added, 527 removed, 877 unchanged (55% of the section changed)

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Other Information

During the three months ended December 31, 2025, certain of our officers and directors adopted Rule 10b5-1 trading arrangements as follows.

On December 31, 2025 , Helen Sabzevari , Precigen's Chief Executive Officer , adopted a stock trading plan.

Sabzevari's trading plan provides for the sale of up to 130,424 shares.

The first sale will not occur until March 31, 2026 at the earliest.

Sabzevari's trading plan is scheduled to terminate on December 31, 2026 .

The Rule 10b5-1 trading arrangements described above were adopted and pre-cleared in accordance with Precigen’s Insider Trading Policy and actual transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC.

Other than disclosed above, no other officer adopted, modified or terminated a Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the three months ended December 31, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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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)

Articles of Amendment to the Amended and Restated Articles of Incorporation - December 30, 2024 (18)

3.1B* Articles of Amendment to the Amended and Restated Articles of Incorporation - July 28, 2025 (20)

3.2* Amended and Restated Bylaws (14)

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10.2* 2019 Incentive Plan of the Company for Non-Employee Service Providers, effective as of June 12, 2019 (9)

Amendment No.1 to Precigen, Inc.

2019 Incentive Plan for Non-Employee Service Providers

Amendment No.2 to Precigen, Inc.

2019 Incentive Plan for Non-Employee Service Providers

Form of Continuing Employment Agreement (2019) (8)

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2023 Omnibus Incentive Plan (10)

Amendment No.1 to Precigen, Inc.

2023 Omnibus Incentive Plan

Amendment No.2 to Precigen, Inc.

2023 Omnibus Incentive Plan

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

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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

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

Product Commercialization Agreement with Eversana Life Science Services, LLC, dated March 19, 2025 (19)

10.13†† Loan Agreement dated as of September 3, 2025, among Precigen, Inc., the guarantors signatory thereto, Biopharma Credit PLC as Collateral Agent, BPCR Limited Partnership and Biopharma Credit Investments V (21)

10.14†† Commercial Supply Agreement, dated August 13, 2025, by and between Precigen, Inc.

and Catalent Maryland, Inc.

19.1 Insider Trading Policy (19)

21.1 List of Subsidiaries of Precigen, Inc.

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

(20) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 12, 2025.

(21) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 13, 2025.

** Furnished herewith

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Consolidated Statements of Operations for the Years Ended December 31, 2025 , 2024 , and 2023

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 Comprehensive Loss for the Years Ended December 31, 2025 , 2024 , and 2023

Consolidated Statements of Mezzanine Equity and Shareholders' Equity for the Years Ended December 31, 2025 , 2024 , and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 , 2024 , and 2023

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

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, mezzanine equity and shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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

As discussed in Note 1 to the financial statements, the Company has incurred 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.

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

Basis for Opinion

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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.

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

Conversion of Preferred Shares – Refer to Notes 6 and 12 to the financial statements

Critical Audit Matter Description

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.

On September 15, 2025, all of the holders of the Series A Preferred Stock converted 79,000 shares of Preferred Stock (with an aggregate stated value of $79,000) into 54,937,411 shares of common stock of the Company, which were delivered to such holders on September 17, 2025 pursuant to the terms of the Amended and Restated Articles of Incorporation and such Preferred Stock at the then-current conversion rate of 695.4103 shares of common stock of the Company per $1,000 of stated value of Preferred Stock.

The Company determined that following the conversion of Preferred Stock and PIK Preferred Shares, the Company no longer holds convertible securities, qualifying them for the equity scope exception under ASC 815.

The Warrants were reclassified from liability to equity at the date of settlement, September 17, 2025.

We identified the classification and recognition for conversion of preferred shares as a critical audit matter because of the judgments necessary to determine the impact on the consolidated financial statements and the fair value of the warrant liability and PIK preferred shares.

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 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.

Our audit procedures related to the classification and recognition for conversion of preferred shares included the following, among others:

• We evaluated the adequacy of management’s accounting assessment and their conclusion to account for the conversion of preferred shares and classify warrants as permanent equity considering the following authoritative literature:

– ASC 815, Derivatives and Hedging

– ASC 480, Distinguishing Liabilities from Equity

– ASC 470, Debt with Conversion and Other Options

– ASC 260, Presentation - Earnings Per Share

• With the assistance of our fair value specialists, we evaluated the fair value measurement of the warrant liability and PIK preferred shares, as follows:

– Evaluated management’s valuation methodology used to arrive at the amount of warrant liability and paid-in-kind preferred shares.

– 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.

– Developed an independent estimate of the warrant liability and paid-in-kind preferred shares and compared our estimate to that used by management.

– Evaluated the change in fair value of warrants at redemption

• We evaluated the presentation and disclosure of the conversion of preferred shares and warrants in the financial statements.

– Evaluated the value of common shares at conversion and deemed dividend of preferred shares in accordance with ASC 260.

/s/ Deloitte & Touche LLP

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Short-term investments 67,624 68,393

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

Trade, less allowance for credit losses of $ 0 as of December 31, 2025 and 2024.

Other 446 237

Inventory 9,581 —

Prepaid expenses and other 3,434 3,341

Total current assets 115,235 102,414

Long-term investments 2,511 —

Property, plant and equipment, net 13,758 13,831

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Total current liabilities 37,306 21,518

Long-term debt 93,174 —

Deferred revenue, net of current portion

Lease liabilities, net of current portion 3,980 4,546

Deferred tax liabilities — 1,847

Other long-term liabilities 134 —

Warrant liabilities

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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.

Series A Preferred Stock, no par value, 81,000 shares authorized as of December 31, 2025 and December 31, 2024;

zero and 79,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively (aggregate liquidation preference of zero as of December 31, 2025 and $ 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;

Common stock, no par value, 700,000,000 shares authorized as of December 31, 2025 and 400,000,000 authorized as of December 31, 2024;

353,910,926 shares and 292,869,097 shares issued as of December 31, 2025 and 2024, 353,910,926 shares and 292,869,097 shares outstanding as of December 31, 2025 and 2024, respectively.

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Accumulated deficit ( 2,341,348 ) ( 2,090,706 )

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income 7 12

Total shareholders' equity 20,911 38,513

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(Amounts in thousands, except share and per share data) 2025 2024 2023

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

$ — $ 75 $ 14,661

Product revenues 422 840 1,903

Collaboration and licensing revenues $ 1,818 $ — $ 75

Product revenues, net 3,975 422 840

Service revenues 3,891 3,503 5,310

Other revenues 33 9 251

Total revenues 9,684 3,925 6,225

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Other Income (Expense), Net

Change in fair value of warrant liabilities ( 139,523 ) — —

Interest expense ( 3,867 ) ( 6 ) ( 468 )

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Other income, net

5,589 627 1,539

Total other income (expense), net

Total other (expense) income, net ( 140,132 ) 7,001 3,396

Loss before income taxes ( 250,639 ) ( 128,028 ) ( 96,362 )

Income tax (expense) benefit ( 3 ) 1,793 458

Net loss $ ( 250,642 ) $ ( 126,235 ) $ ( 95,904 )

Deemed dividend on preferred stock

( 179,000 ) — —

Equity in net income of affiliates

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

Income tax benefit 1,793 458 189

Loss from continuing operations ( 126,235 ) ( 95,904 ) ( 79,777 )

Income from discontinued operations, net of income tax benefit

Net (loss) income

Net loss attributable to common shareholders

$ ( 429,642 ) $ ( 126,235 ) $ ( 95,904 )

Net (Loss) Income per Share

Net loss from continuing operations per share, basic and diluted $ ( 0.47 ) $ ( 0.39 ) $ ( 0.40 )

Net income from discontinued operations per share, basic and diluted

Net (loss) Income per share, basic and diluted

Net loss per share attributable to common shareholders

Net loss per share attributable to common shareholders, basic and diluted

$ ( 1.37 ) $ ( 0.47 ) $ ( 0.39 )

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and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Loss

Years Ended December 31, 2025, 2024, and 2023

(Amounts in thousands) 2025 2024 2023

Net (loss) income

$ ( 126,235 ) $ ( 95,904 ) $ 28,317

Net loss $ ( 250,642 ) $ ( 126,235 ) $ ( 95,904 )

Other comprehensive income (loss):

Unrealized gain (loss) on investments 43 727 ( 431 )

Unrealized (loss) gain on investments ( 5 ) 43 727

Gain (loss) on foreign currency translation adjustments — ( 999 ) 814

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

Comprehensive (loss) income

Release of cumulative foreign currency translation adjustments to other income (expense), net — 2,915 —

Comprehensive loss ( 250,647 ) ( 124,276 ) ( 94,363 )

Deemed dividend on preferred stock ( 179,000 ) — —

Comprehensive loss attributable to common shareholders

$ ( 429,647 ) $ ( 124,276 ) $ ( 94,363 )

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Years Ended December 31, 2025, 2024, and 2023

(Amounts in thousands, except share data) Mezzanine Stock

(Amounts in thousands, except share data) Mezzanine Equity

Treasury Stock

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

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

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

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

— — — — — — — — 28,317 28,317

Other comprehensive loss

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 — — — —

Net loss — — — — — — — — ( 95,904 ) ( 95,904 )

Other comprehensive income — — — — — — — 1,541 — 1,541

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

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Years Ended December 31, 2025, 2024, and 2023

(Amounts in thousands, except share data) Mezzanine Stock

(Amounts in thousands, except share data) Mezzanine Equity

Treasury Stock

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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

— — ( 7,479,431 ) — 7,479,431 — — — — —

— — — — — — — — ( 95,904 ) ( 95,904 )

Other comprehensive income

Issuance of Series A Preferred Stock 79,000 $ 28,218 — — — — — — — —

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

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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Years Ended December 31, 2025, 2024, and 2023

(Amounts in thousands, except share data) Mezzanine Stock

(Amounts in thousands, except share data) Mezzanine Equity

Treasury Stock

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Stock-based compensation expense — — — — — — 11,238 — — 11,238

Shares issued upon vesting of restricted stock units and for exercises of stock options — — 1,514,394 — ( 1,514,394 ) — 346 — — 346

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

— — 3,510,139 — — 1,202 — — 1,202

Shares issued for accrued compensation — — 3,566,563 — — 4,880 — — 4,880

Shares issued as payment for services — — 302,582 — — 527 — — 527

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

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

Issuance of Series A Preferred Stock

Repurchase of shares to satisfy tax withholding — — ( 1,274,866 ) — — ( 1,776 ) — — ( 1,776 )

Vested Performance stock units paid in cash — — — — — — ( 1,304 ) — — ( 1,304 )

Preferred stock deemed dividend upon conversion — 179,000 — — — — ( 179,000 ) — — ( 179,000 )

— — — — — — — — ( 250,642 ) ( 250,642 )

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

Preferred stock conversion to common stock ( 79,000 ) ( 209,883 ) 54,937,411 — — — 209,883 — — 209,883

— 2,665 — — — — ( 2,665 ) — — ( 2,665 )

Warrant liability reclassified to permanent equity — — — — — — 190,060 — 190,060

Other comprehensive loss

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Cash flows from operating activities

Net (loss) income

$ ( 126,235 ) $ ( 95,904 ) $ 28,317

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

Net loss $ ( 250,642 ) $ ( 126,235 ) $ ( 95,904 )

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

Depreciation and amortization 3,199 4,526 6,668

(Loss) Gain on disposals of assets, net

( 2 ) ( 72 ) 421

Gain (Loss) on disposals of assets, net 14 ( 2 ) ( 72 )

Impairment of goodwill 3,907 7,409 10,390

Impairment of other noncurrent assets — 32,915 445

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

Gain on debt retirement

— ( 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 of affiliates

Change in fair value of warrant liabilities 139,523 — —

Amortization of discounts on investments, net ( 2,205 ) ( 883 ) ( 1,809 )

Stock-based compensation expense 10,866 9,471 9,888

Shares issued as payment for services 527 553 545

Provision for credit losses — — 944

Accretion of debt discount and amortization of deferred financing costs 356 — 60

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Other ( 209 ) 438 12,153

Inventory ( 9,209 ) — —

Prepaid expenses and other ( 93 ) 981 748

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Proceeds from sale of assets — 60 98

Proceeds from sale of discontinued operations — — 162,306

Net cash (used in) provided by investing activities

( 20,714 ) ( 3,087 ) 226,417

Net cash used in investing activities ( 1,535 ) ( 20,714 ) ( 3,087 )

Cash flows from financing activities

Proceeds from issuance of common stock , net of issuance costs

(Payments) Proceeds from issuance of common stock, net of issuance costs

( 355 ) 31,237 72,808

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

Proceeds from long-term debt, net of issuance costs 92,818 — —

Payments of long-term debt, including cost to retire of $ 120 in 2023

— — ( 43,219 )

Proceeds from issuance of Series A Preferred Stock and Warrants

(Payments) Proceeds from issuance of Series A Preferred Stock and Warrants, net of issuance cost ( 537 ) 79,000 —

Cash Settlement of Performance Stock Units ( 1,304 ) — —

Payments to taxing authorities in connection with shares directly withheld from employees ( 1,776 ) — —

Proceeds from stock option exercises

Net cash provided by (used in) financing activities

110,583 29,589 ( 155,292 )

Net cash provided by financing activities 90,048 110,583 29,589

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 35 ( 27 ) ( 320 )

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Accrued compensation paid in equity awards 3,578 3,039 3,361

Conversion of preferred stock to common stock 209,883 — —

Settlement of warrants to equity 190,060 — —

Purchases of property and equipment included in accounts payable and other accrued liabilities 214 341 566

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 included in other assets — 270

Cash, cash equivalents, and restricted cash $ 29,517 $ 7,848

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

Precigen, Inc.

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Precigen, Inc.

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

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

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

("Precigen"), a Virginia corporation, is a commercial-stage biopharmaceutical company specializing in the advancement of innovative precision medicines to improve the lives of patients.

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

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

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").

In August 2025, Precigen announced that Papzimeos (Zopapogene Imadenovec-drba, PRGN-2012), an AdenoVerse immunotherapy, had received full approval by the U.S.

Food and Drug Administration ("FDA") for the treatment of adults with recurrent respiratory Papillomatosis ("RRP"), and a confirmatory clinical trial is not required.

Papzimeos is the first immunotherapy approved for the treatment of RRP.

Papzimeos has also received Orphan Drug designation from the European Commission.

The FDA approval of Papzimeos transitions Precigen from a development-stage to a commercial-stage company.

Precigen also has one wholly owned operating subsidiary, Exemplar Genetics, LLC ("Exemplar").

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

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

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.

ActoBio utilized a proprietary class of microbe-based biopharmaceuticals that enable expression and local delivery of disease-modifying therapeutics, with its primary operations having been 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.

2 unchanged sentences

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.

In addition to the 2024 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 PRGN-2012, now Papzimeos.

These strategic changes were designed to reduce required resources for non-priority programs and enable the Company to focus on pre-commercialization efforts regarding Papzimeos, 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 and manufacturing commercial product.

As a result of the actions taken related to this reduction in its workforce, the Company recorded a charge in 2024 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.

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

Discontinued Operations

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

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

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

See Note 3 for further discussion.

Trans Ova was formerly a separate reportable segment.

Liquidity and Going Concern

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.

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, such as the potential revenue from PRGN-2012 for the treatment of adults with RRP.

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.

As of December 31, 2025, the Company had $ 100,369 in cash, cash equivalents and investments, which includes proceeds from the non-dilutive financing agreement entered into in the third quarter of 2025 (see Note 10).

Management believes that existing liquid assets as of December 31, 2025, as well as proceeds from past and future sales of Papzimeos, will allow the Company to continue its operations for at least a year from the issuance date of these consolidated financial statements.

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

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

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

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

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

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, and/or dilutive financings including equity and/or debt financings which may include an equity component).

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 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.

This additional capital could be raised through a combination of non-dilutive financings (including debt financings, collaborations, strategic alliances, monetization of core and non-core assets, marketing, distribution or licensing arrangements, and/or dilutive financings including equity and/or debt financings which may include an equity component).

Also, any collaborations, strategic alliances, monetization of 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.

Summary of Significant Accounting Policies

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All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

Risks and Uncertainties

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

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

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

Revenue recognition

The Company recognizes revenue when its customer obtains control of the promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that are within the scope of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), the Company performs the following five steps:

(i) identify the contract(s) with a customer, (ii) identify the promises and distinct performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligations.

Under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers (“Topic 606”), an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps:

(i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when the entity satisfies a performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.

Once a contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations.

Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options.

The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations.

The Company assesses whether each promised good or service is distinct to identify the performance obligations in the contract.

This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship.

Promised goods and services are considered distinct provided that:

(i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

The transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis.

SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied.

If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer.

The Company determines the amount of variable consideration by using the expected value method or the most likely amount method.

The Company includes the unconstrained amount of estimated variable consideration in the transaction price.

The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur.

At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price.

Any such adjustments are recorded on a cumulative catch-up basis in the adjustment period.

In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing.

The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less.

The Company assessed each of its revenue generating arrangements to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements.

The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time, and if over time recognition is based on the use of an output or input method.

Product revenue - Papzimeos

In 2025, the Company received FDA approval for Papzimeos and initiated commercial sales during the fourth quarter of 2025.

Product revenue represents the consideration that the Company expects to receive from the sale of Papzimeos to customers, net of variable consid eration.

The Company entered into a limited number of arrangements with specialty distributors in the United States to distribute Papzimeos to certain medical centers or hospitals and specialty pharmacy providers.

The Company recognizes revenue on product sales when the performance obligation to provide units of Papzimeos is satisfied, which occurs upon delivery to the site of care or specialty pharmacy.

In addition to distribution agreements with customers, the Company enters into arrangements with health care providers and payers that obligate the Company to have government mandated and/or privately negotiated re bates, chargebacks, and discounts with respect to the purchase of the Company’s products.

Product revenue is recorded at the wholesale acquisition cost that the Company charges their customers less amounts the Company is required to remit back to customers, including chargebacks, trade discounts and allowances, product returns, government and payer rebates, and patient assistance.

Actual amounts of consideration ultimately received may differ from the Company’s estimates.

If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product sales and earnings in the period of the adjustment.

P ayment terms for Papzimeos generally require customers to remit payment between 60 and 127 days from the date of sale.

Product and service revenues - Exemplar

The Company generates product and service revenues through Exemplar, which consists of the development and sale of genetically engineered miniature swine models and related service offerings.

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

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

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

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

Exemplar revenues primarily consist of over‑time service revenue and point‑in‑time product sales, whereas Papzimeos is recognized exclusively at a point in time upon delivery to the patient.

Collaboration and licensing revenues

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(i) upfront payments upon consummation of the agreement;

(ii) reimbursements for costs incurred by the Company for research and development and/or manufacturing efforts related to specific applications provided for in the agreement;

(ii) reimbursements for costs incurred by the Company for research and development and/or manufacturing efforts related to

specific applications provided for in the agreement;

(iii) milestone payments upon the achievement of specified development, regulatory, and commercial activities;

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Upon such cancellation or when the Company has determined no further performance obligations are required of the Company under an agreement, the Company recognizes any remaining deferred revenue as revenue.

Product and service revenues

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

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

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

Research and Development

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

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.

As of December 31, 2025 and 2024, the Company had research and development commitments with third parties that had not yet been incurred totaling $ 6,220 and $ 5,885 , 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.

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.

Short-term and Long-term Investments

As of December 31, 2025 and 2024, short-term and long-term investments include corporate bonds, United States government debt securities and certificates of deposit.

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

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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

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

As of December 31, 2024, gross unrealized losses on the Company's short-term investments were not material.

As of December 31, 2025, gross unrealized losses on the Company's short-term and long-term investments were not material.

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

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Beginning balance $ — $ 184 $ 184

Charged to operating expenses — — —

Write offs of accounts receivable, net of recoveries — ( 184 ) —

Ending balance $ — $ — $ 184

Prior to an initial regulatory authorization for our drug product candidates, we expense costs related 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 once regulatory authorization has been obtained and commercialization is considered probable, as we expect to realize future economic benefit from the sales of the drug product candidate.

The Company began capitalizing inventory in the third quarter of 2025 upon the receipt of the regulatory approval of Papzimeos.

Prior to that point, all related costs were expensed as incurred and classified as research and development expenses.

Inventories include the cost of materials, third-party contract manufacturing and packaging services, and overhead associated with manufacturing.

Inventory is stated at the lower of cost or net realizable value, and is determined using the first-in, first-out method.

The Company evaluates inventory recoverability at each reporting period and adjusts net realizable value for excess, slow-moving or obsolete inventory based on projected sales activity compared to product shelf-life.

If the net realizable value is lower than costs, the inventory is written down accordingly, and the resulting charge is recognized as a component of cost of goods sold in the Company’s consolidated statements of operations.

Write‑downs are recorded in the period identified and are not subsequently reversed.

Inventory used for clinical development purposes is expensed to research and development expense when consumed.

Property, Plant and Equipment

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

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

The estimated useful lives of these assets are as follows:

Land improvements 9 – 15

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Computer hardware and software 1 – 5

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

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

Operating Leases

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Lease expense is recognized on a straight-line basis over the lease term.

Intangible Assets

Intangible assets subject to amortization consist of patents, developed technologies and know-how;

customer relationships;

and trademarks acquired as a result of mergers and acquisitions.

These intangible assets are subject to amortization, were recorded at fair value at the date of acquisition, and are stated net of accumulated amortization.

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

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

Impairment of Long-Lived Assets

Long-lived assets to be held and used, including property, plant and equipment, ROU Assets, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable.

See Notes 8 and 9 for additional discussion of impairment of long-lived assets for the years ended December 31, 2024 and 2023.

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

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See Note 9 for additional discussion regarding goodwill impairment charges recorded in the years ended December 31, 2025, 2024 and 2023.

Intangible Assets

Intangible assets subject to amortization consist of patents, developed technologies and know-how;

customer relationships;

and trademarks acquired as a result of mergers and acquisitions.

These intangible assets are subject to amortization, were recorded at fair value at the date of acquisition, and are stated net of accumulated amortization.

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

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

customer relationships;

and trademarks.

Impairment of Long-Lived Assets

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See Notes 8 and 9 for additional discussion of impairment of long-lived assets for the years ended December 31, 2024 and 2023.

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 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.

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

Long-term debt

The Company's term loans are initially recognized at fair value, net of any directly attributable transaction costs.

Subsequent to initial recognition, debt is measured at amortized cost using the effective interest method.

Interest expense is recognized in the consolidated statements of operations using the effective interest rate, which allocates interest over the relevant period.

The Company evaluates the classification of debt instruments based on their contractual terms and features, including any embedded derivatives or conversion options.

As of December 31, 2025, the Company’s outstanding long-term debt (Note 10) includes a five-year term loan entered into on September 3, 2025, which is accounted for at amortized cost.

The loan does not contain any equity conversion features and is not designated at fair value.

As of December 31, 2025, the entire outstanding balance of the Company’s debt was classified as long-term, as no principal payments are due within twelve months of the reporting date.

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 warrants that are liability-classified, changes in fair value are included in Change in fair value of warrant liabilities in the consolidated statements of operations.

If facts and circumstances lead the warrant liability to be reclassified to shareholders' equity, warrant liabilities are remeasured as of the event date and reclassified from liabilities to shareholders' equity.

In the third quarter of 2025, the Warrant liabilities were reclassified to shareholders' equity and will no longer be adjusted to fair value at each reporting period.

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 is 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.

In the event convertible preferred shares utilize a conversion term that results in the delivery of a variable number of shares of common stock upon conversion as compared to the original terms of the agreement, such conversion will be treated as a redemption.

If classification of an equity instrument as temporary equity is no longer required, the existing carrying amount of the equity instrument should be reclassified to permanent equity at the date of the event that caused the reclassification.

In the third quarter of 2025, all of the holders of the outstanding shares of preferred stock converted their shares to common stock (see Note 12).

Share-Based Payments

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The Black-Scholes option pricing model requires the use of assumptions for estimated expected volatility, estimated expected term of stock options, risk-free rate, estimated expected dividend yield, and the fair value of the underlying common stock at the date of grant.

Through 2019, since Precigen did not have sufficient history to estimate the expected volatility of its common stock price, expected volatility was based on a blended approach that utilized the volatility of Precigen's common stock and the volatility of peer public entities that were similar in size and industry.

Beginning in 2020, for stock options with an expected term where there is sufficient history available, expected volatility is based on the volatility of Precigen's common stock.

For any stock options where sufficient history is not available for the expected term, expected volatility is based on the blended approach discussed above.

Expected volatility is based on the volatility of Precigen's common stock.

Precigen estimates the expected term of options based on previous history of exercises unless certain terms of the stock option require a different expected term that more appropriately reflects the estimated life of the stock option.

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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.

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 operations after the closure of ActoBio in 2024.

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

Revenue and expense amounts are translated at average rates during the period.

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 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.

For purposes of the diluted net income (loss) per share calculation, shares to be issued pursuant to stock options, RSUs, PSUs, and the Warrants (see Note 12 for further discussion regarding 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.

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

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

The following potentially dilutive securities as of December 31, 2025, 2024, and 2023, have been excluded from the computations of diluted weighted average shares outstanding for the years then ended as they would have been anti-dilutive:

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1,025,000 3,178,000 —

Warrants 52,666,669 52,666,669 —

Total 84,186,912 82,595,460 23,018,874

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.

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

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Segment Information

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

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

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

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

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

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).

Use of Estimates

The preparation of financial statements in conformity with U.S.

Actual results could differ from those estimates.

In the first quarter of 2025, the Company realigned its former two operating segments, Biopharmaceuticals and Exemplar, into one operating segment, although both components (Biopharmaceuticals and Exemplar) remain as separate reporting units.

This decision was made to streamline operations and enhance focus on core business activities in preparation for the commercial launch of Papzimeos.

The Company implemented this change to better reflect how the Company is managed and to align with its strategic initiative to concentrate resources on its core business.

This change also reflects a shift in the manner in which the chief operating decision maker (“CODM”) reviews information to assess the Company’s performance and make resource allocation decisions, in accordance with ASC 280, Segment Reporting .

The Company's CODM is its President and Chief Executive Officer ("CEO").

The CODM manages and allocates resources at a consolidated level.

Recently Adopted Accounting Pronouncements

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.

As of January 1, 2025, we adopted Accounting Standards Update No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information.

The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented.

We adopted this guidance using the retrospective method, which had no impact on our consolidated financial statements but expanded our income tax disclosures reflected in Note 11 herein.

Recently Issued Accounting Pronouncements Not Yet Adopted

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

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

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

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

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

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

In November 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.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

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.

The Company is currently evaluating the impact of this ASU and does not expect it to have a material effect on its financial statements.

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.

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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 (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, 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).

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

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

In 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:

Year Ended December 31,

Product revenues $ 21,494

Service revenues 49,657

Total revenues 71,151

Cost of products 18,634

Cost of services 22,701

Research and development 2,348

Selling, general and administrative 15,215

Total operating expenses 58,898

Operating income

Other income, net 1,139

Gain on divestiture 94,702

Income before income taxes 108,094

Income tax (expense) benefit —

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 for the year ended December 31, 2022:

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

Depreciation and amortization $ 3,574

Loss on disposal of assets 421

Provision for credit losses 944

Stock-based compensation expense 9

Cash flows from investing activities

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

Proceeds from sales of assets 594

Investments in Joint Ventures

Intrexon Energy Partners

In 2014, the Company and certain investors (the "IEP Investors"), including an affiliate of Third Security, entered into a Limited Liability Company Agreement that governs the affairs and conduct of business of Intrexon Energy Partners, a JV formed to optimize and scale-up the Company's MBP technology for the production of certain fuels and lubricants.

The Company also entered into an ECC with Intrexon Energy Partners providing exclusive rights to the Company's technology for the use in bioconversion for the production of certain fuels and lubricants, as a result of which the Company received a technology access fee of $ 25,000 while retaining a 50 % membership interest in Intrexon Energy Partners at that time.

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

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

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

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

Intrexon Energy Partners II

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

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

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

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

Upon acquisition of 97.1 % of the membership interests owned by the IEPII Investors in the third quarter of 2022 (the Company purchased the remaining 2.9 % membership units in the fourth quarter of 2022), the Company obtained the right to designate all members of the Intrexon Energy Partners II Board.

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

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

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

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

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

The fair value of the net assets of Intrexon Energy Partners and Intrexon Energy Partners II at the acquisition date 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.

Product and Service Revenue and Reserves

For the years ended December 31, 2025, 2024 and 2023, the company recorded $ 7,866 , $ 3,925 and $ 6,150 , respectively, of product and service revenue.

Product and Service revenue by source represents:

2025 2024 2023

Papzimeos $ 3,413 $ — $ —

Exemplar 562 422 840

Product revenue, net 3,975 422 840

Exemplar 3,891 3,503 5,310

Service revenue 3,891 3,503 5,310

Total Product and Service revenues, net $ 7,866 $ 3,925 $ 6,150

For the years ended December 31, 2025, 2024, and 2023, 22.0 %, 58.1 %, and 74.6 % of total revenue, excluding Collaboration and Licensing revenue, was attributable to two customer in 2025 and four for 2024 and 2023, respectively.

The Company considers there to be revenue concentration risks for customers that represent product and service revenues that exceed 10% of total product and service revenue.

The concentration of the Company’s product and service revenue with a particular customer may have a material adverse effect on the Company’s revenue and results of operations if sales with the respective customer experience difficulties.

All product and service revenue during 2024 and 2023 were within the United States.

In 2025, $ 241 of product and service revenue was generated in foreign country, with the remainder generated within the United States.

Collaboration and Licensing Revenue

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

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

collaborators or licensees with equity method investments, or other qualitative factors.

Collaboration and licensing revenues generated from consolidated subsidiaries are eliminated in consolidation.

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Year Ended December 31,

Intrexon Energy Partners, LLC — 3,768

Intrexon Energy Partners II, LLC — 10,793

2025 2024 2023

Other 1,818 — 75

Total $ 1,818 $ — $ 75

(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.

Intrexon Energy Partners and Intrexon Energy Partners II Collaborations

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

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

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

The following is a summary of the terms of the Company's significant collaborations and licensing agreements, all of which have been terminated as of December 31, 2025.

Agilis Biotherapeutics Collaboration

In October 2013, the Company entered into an exclusive channel collaboration agreement ("ECC") with Agilis Biotherapeutics, Inc.

(Agilis), a then privately held synthetic biology-based company focused on rare genetic diseases, which was subsequently acquired by PTC Therapeutics, Inc.

("PTC") in August 2018.

Upon execution of the ECC, the Company received a technology access fee of $ 2,500 as upfront consideration.

Additionally, the Company historically received reimbursement payments for research and development services provided pursuant to the agreement during the ECC.

Although services under the agreement had paused in 2016, the Company withheld recognizing a portion of the upfront payment as the ECC was perpetual and Agilis had the right and ability to resume the program at any time.

In September 2025, the Company and PTC mutually agreed to terminate the ECC agreement and accordingly, the Company recognized the remaining balance of deferred revenue associated with the agreement as collaboration and licensing revenue totaling $ 1,818 .

Alaunos License Agreement

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Prepaid product and service revenues 517 15

Other 690 494

Total $ 517 $ 2,523

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Total $ 517 $ 2,523

Short-term Investments

Short-term and Long-term Investments

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

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Corporate Bonds

69 — ( 1 ) 68

Total $ 70,128 $ 37 $ ( 30 ) $ 70,135

The estimated fair value of available-for-sale investments classified by their contractual maturities as of December 31, 2025 was:

Due within one year

After one year through two years

Total $ 70,135

The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2024:

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

The estimated fair value of available-for-sale investments classified by their contractual maturities as of December 31, 2024 was:

Due within one year

After one year through two years

Total $ 68,393

In addition, at December 31, 2025 and December 31, 2024, the Company held U.S.

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See Notes 2 and 6 for further discussion on the Company's method for determining the fair value of its assets.

The estimated fair value of available-for-sale investments was $ 68,393 at December 31, 2024, and these available-for-sale investments all contractually mature within one year.

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

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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 and liabilities that are measured at fair value on a recurring basis as of December 31, 2024:

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, 2025 (there were no financial liabilities measured at fair value on a recurring basis as of December 31, 2025):

Quoted Prices in Active Markets

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Corporate Bonds — 61 — 61

$ — $ 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:

Total assets $ — $ 70,135 $ — $ 70,135

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 assets $ — $ 68,393 $ — $ 68,393

Warrant Liabilities-2024 Warrants $ — $ — $ 50,537 $ 50,537

Total liabilities

$ — $ — $ 50,537 $ 50,537

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.

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.

Due to the variable rate nature of the Term Loans, the Company believes that the carrying amount approximates fair value at December 31, 2025.

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.

The Warrant liabilities as of December 31, 2024 (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").

As of December 31, 2024, the Warrants were accounted for as liabilities as the Warrants provided the holder the right to acquire, via a paid in kind ("PIK") 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 PIK dividends divided by the $ 0.75 exercise price ("PIK Warrants"), which failed the requirement of the indexation guidance under ASC 815-40.

The Warrants and PIK Warrants (together the "Warrant liabilities") were measured at fair value at inception and the fair value of the outstanding Warrants were re-measured at the end of each of the previous reporting periods and then again at the date of which the Warrant liabilities were reclassified to shareholders' equity, which occurred in the third quarter of 2025.

In connection with the Series A Preferred Stock conversion in September 2025 (see Note 12 for further discussion), the preferred shareholders forfeited their rights to the PIK dividends as the conversion occurred prior to the first of the two stated PIK dividend dates.

As a result, as of the conversion date and going forward, the warrants met the equity scope exception to be classified in shareholders’ equity and are not subject to remeasurement, provided that the Company continues to meet the criteria for equity classification.

For the Year Ended December 31, 2025, the Company recorded a non-cash expense representing the change in the fair value of the Warrant liabilities in the amount of approximately $ 139,523 on the accompanying consolidated statements of operations, resulting in Warrant liabilities of $ 190,060 as of September 17, 2025, when the Series A Preferred Stock was converted to common stock.

The Warrant liabilities, after being remeasured, were reclassified to additional paid-in capital within shareholders' equity.

The changes in the fair value of the Warrant liabilities measured utilizing Level 3 inputs for the Year Ended December 31, 2025 were as follows:

Warrant liabilities as of December 31, 2024 $ 50,537

Change in fair value of Warrant liabilities 139,523

Reclassification of Warrant liabilities to equity ( 190,060 )

Warrant liabilities as of December 31, 2025 $ —

Prior to the reclassification of the Warrant liabilities to equity, the Company used various option pricing models, such as the Black-Scholes option pricing model and the Monte Carlo simulation model, to estimate the fair value of the Warrant liabilities.

In using these models, the Company made 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.

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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.

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

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

The fair value of the Warrants was 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 September 17, 2025 (the date the Warrant liabilities qualified for permanent equity classification), include (i) volatility of 88.5 % (discounted for lack of marketability), (ii) risk free interest rate of 4.0 %, (iii) strike price ($ 0.75 ), (iv) fair value of common stock ($ 3.82 ), and (v) expected life of 9 years, 3 months, 15 days .

As of December 31, 2024, the significant assumptions included (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 was estimated using a Black-Scholes option pricing model within a Monte Carlo simulation model framework.

As of December 31, 2024 , the significant assumptions included (i) volatility of 86 % (discounted for lack of marketability), (ii) risk free interest rate range of 4.1 % 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 .

Preferred Stock - PIK Dividends

On December 30, 2024, the Company issued in a private placement 79,000 shares of its 8.00 % Series A Convertible Perpetual Preferred Stock (the "Series A Preferred Stock") and warrants to purchase an aggregate of 52,666,669 shares of its common stock (the "Warrants") at an exercise price of $ 0.75 , for gross proceeds of $ 79,000 .

In accordance with the Articles of Amendment to the Company's amended and restated articles of incorporation, on each PIK dividend payment date, the stated value of the Series A Preferred Stock shall automatically be increased by the accumulated PIK dividend amount.

The PIK dividends were determined to be discretionary and as such, they are measured at fair value as of the date they accumulate.

Due to the absence of retained earnings, the adjustment to record the value of the PIK dividends was recorded as a reduction to additional paid-in capital.

No PIK dividend was required to be accrued as of December 31, 2025 as a result of the Series A Preferred Stock conversion that occurred in September 2025.

See Note 12 for further discussion on the Series A Preferred Stock conversion and PIK dividends.

On August 14, 2025, the FDA approved Papzimeos (zopapogene imadenovec-drba), marking the first immunotherapy approved for treatment of RRP, and the Company commenced capitalization of inventory from that date.

Prior to August 14, 2025, regulatory approval and subsequent commercialization of Papzimeos and thus the possibility of future economic benefits from Papzimeos sales were not considered probable and inventory-related costs were expensed as incurred;

as such, the inventory recognized on the balance sheet at December 31, 2025 does not include any costs incurred prior to August 14, 2025.

The components of inventory are as follows:

Raw Material $ 144 $ —

Work in process 9,265 —

Finish Goods 172 —

Total inventory $ 9,581 $ —

The shelf life of our inventory is twenty-four months from the date the drug product is manufactured.

As of December 31, 2025, the Company has not recorded an adjustment for excess or obsolete inventory.

Property, Plant and Equipment, Net

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Depreciation expense was $ 1,926 , $ 1,467 , and $ 1,820 for the years ended December 31, 2025, 2024, and 2023, respectively.

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.

Recorded impairment losses of $ 598 and $ 445 for the years ended December 31, 2024, and 2023, respectively, are included in impairment of other noncurrent assets on the accompanying consolidated statements 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.

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The Company had $ 36,189 and $ 32,282 of cumulative goodwill impairment losses as of December 31, 2025, and 2024.

For the year ended December 31, 2025, and December 31, 2024, the Company recorded $ 3,907 and $ 5,779 of impairment charges related to the Exemplar reporting unit, respectively.

The Company completes its annual goodwill impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units.

During the second quarter of 2025, the Company lowered its financial expectations related to the Exemplar reporting unit for the remainder of 2025 and into 2026 due to projected delays in the timing of planned product and services rendered to existing and new customers.

These factors constituted an interim triggering event as of the end of the Company's second quarter of 2025, and the Company performed an impairment analysis with regard to its goodwill.

The revised projections were used as a key input into Exemplar's reporting unit’s annual goodwill impairment test performed as of June 30, 2025.

The impairment charge of $ 3,907 represented the estimated excess of carrying value over fair value of this reporting unit.

The Company estimated the fair value of its reporting unit utilizing a combination of a discounted present value cash flow model as well as a market earnings multiple approach.

As a result of this impairment charge, no goodwill remains within the Exemplar reporting unit subsequent to June 30, 2025.

As part of its annual impairment evaluation in 2024, the Company determined the fair value of the Exemplar reporting unit was less than its carrying amount.

The Company determined the fair value of the Exemplar reporting unit in 2024 using the income approach, discounted at the appropriate rate of return as well as current rates of return for equity and debt capital as of the valuation date.

As a result, the Company recorded a goodwill impairment charge of $ 5,779 , which represented the estimated excess of carrying value over fair value of this 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 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.

Intangible assets consist of the following as of December 31, 2025:

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Total $ 3,182

Lines of Credit

Exemplar has a $ 5,000 revolving line of credit with American State Bank that matures on November 1, 2025.

As of December 31, 2024, the line of credit bore interest at 8.00 % per annum.

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

Long Term Debt

On September 3, 2025, the Company entered into a Loan Agreement (the “Loan Agreement”) with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership as the lenders thereunder (the “Lenders”) and BioPharma Credit PLC as the collateral agent, each of which are investment entities managed by Pharmakon Advisors, LP.

The Company received net proceeds of $ 92,818 after deducting underwriting discounts and offering expenses of $ 7,182 .

The Loan Agreement provides for a 5-year senior secured term loan facility of up to $ 125.0 million, composed of two committed tranches:

(i) an initial tranche in an aggregate principal amount of $ 100.0 million, which was funded on September 3, 2025;

and (ii) a delayed draw tranche in an aggregate principal amount of $ 25.0 million, which is available, subject to certain conditions, until June 29, 2027 (such tranches, collectively, the “Term Loans”).

The Term Loans mature on September 3, 2030 (the “Maturity Date”).

Beginning on December 31, 2028, the Term Loans require eight equal quarterly principal payments of $ 12.5 million (adjusted for any borrowings under the second tranche, if any) until maturity, and all remaining outstanding amounts, if any, become due and payable on September 3, 2030.

Interest rates for borrowings under the Loan Agreement are determined by a secured overnight financing rate ("SOFR") plus a margin.

The interest rate for the Term Loans is based upon the sum of (a) the applicable margin ( 6.50 %), and (b) the 3-month forward-looking term rate based on SOFR, subject to a floor of 3.75 %.

Interest is payable quarterly in arrears.

The effective interest rate of the Term Loan, including amortization of debt issuance costs was 12.5 % for the twelve months ended December 31, 2025.

No repayment of principal was made during the twelve months ended December 31, 2025.

The Company’s obligations under the Loan Agreement are secured by substantially all of its U.S.

assets, including intellectual property, and are guaranteed by certain of its subsidiaries, each of which has pledged substantially all of its assets to secure such guarantee.

The following table reflects the Company's long-term debt as of December 31, 2025 and December 31, 2024, respectively:

December 31, 2025 December 31, 2024

Outstanding principal balance $ 100,000 $ —

Unamortized debt discount and issuance costs

Carrying value $ 93,174 $ —

The Company incurred $ 7,182 of debt discount and debt issuance costs in 2025 for the Term Loans, which were capitalized and deferred when incurred and are being amortized over the term of the Term Loans.

Interest expense in relation to the Term Loans, including the amortization of debt discount and debt issuance costs is as follows:

Year Ended December 31,

Cash interest expense $ 3,510

Non-cash interest expense 356

Total interest expense $ 3,866

The Company determined that all of the embedded features identified in the Loan Agreement were either clearly and closely related to the debt host and did not require bifurcation as a derivative liability, or the fair value of the bifurcated features was immaterial to the Company’s consolidated financial statements.

The Term Loans contain customary affirmative and restrictive covenants and representations and warranties including, without limitation, (i) information delivery requirements, (ii) obligations to maintain insurance, (iii) preservation of intellectual property and regulatory approvals, and (iv) compliance with applicable laws.

Additionally, there are certain restrictive covenants, including, without limitation, (i) limitations on the incurrence of additional indebtedness, (ii) limitations on the incurrence of liens, (iii) restrictions on the payment of dividends and other restricted payments, (iv) restrictions on investments, (v) restrictions on asset transfers, (vi) restrictions on mergers and similar transactions, (vii) restrictions on amendments to organizational documents and material contracts, in each case subject to specified exceptions, (viii) minimum net sales and (ix) minimum liquidity.

The Loan Agreement also contains customary representations and warranties, including, without limitation, with respect to (i) organization, authority and enforceability, (ii) financial condition, (iii) compliance with laws, (iv) intellectual property and regulatory matters, and (v) the absence of a material adverse change.

The Term Loans may be voluntarily prepaid in whole (but not in part) and must be prepaid upon change in control, and are subject to make-whole, prepayment premium and exit fee provisions.

Proceeds of the Term Loans are being used to fund the Company’s commercial launch of Papzimeos as well as other general corporate and working capital requirements.

The Term Loans include customary events of default, which may require the Company to pay an additional 3 % interest on the outstanding loans under the Term Loan facility.

As of December 31, 2025, the Company was in compliance with its debt covenants under the Loan Agreement.

Line of Credit

Exemplar had a $ 5,000 revolving line of credit with American State Bank that matured on November 1, 2025 and was not renewed.

As of December 31, 2024, the line of credit bore interest at a stated rate of 8 % per annum and there was no outstanding balance.

Convertible Notes

7 unchanged sentences

Total interest expense $ 457

Future Maturities of Long-Term Debt

Future maturities of long-term debt as of December 31, 2025 are as follows:

Total 100,000

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

1 unchanged sentence

2025 2024 2023

Domestic $ ( 85,879 ) $ ( 93,522 ) $ ( 76,572 )

United States $ ( 250,719 ) $ ( 85,879 ) $ ( 93,522 )

Foreign 80 ( 42,149 ) ( 2,840 )

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

The components of income tax benefit from continuing operations are presented below:

Total $ ( 250,639 ) $ ( 128,028 ) $ ( 96,362 )

The components of income tax expense (benefit) from continuing operations are presented below:

Year Ended December 31,

2025 2024 2023

United States federal income taxes:

Deferred $ ( 41 ) $ ( 247 ) $ 37

Foreign income taxes:

Current — — ( 39 )

Deferred ( 1,743 ) ( 152 ) ( 198 )

State income taxes:

Current 2 21 —

Deferred ( 11 ) ( 80 ) 11

Income tax benefit from continuing operations $ ( 1,793 ) $ ( 458 ) $ ( 189 )

Income tax benefit from continuing operations for the years ended December 31, 2024, 2023, and 2022 differed from amounts computed by applying the applicable United States federal corporate income tax rate of 21% to loss before income taxes as a result of the following:

Current tax expense

US federal — — —

US state and local 3 2 21

Foreign — — —

Total current tax expense 3 2 21

Deferred tax (benefit)

US federal — ( 41 ) ( 247 )

US state and local — ( 11 ) ( 80 )

Foreign — ( 1,743 ) ( 152 )

Total deferred tax (benefit) — ( 1,795 ) ( 479 )

Total income tax expense (benefit)

US federal — ( 41 ) ( 247 )

US state and local 3 ( 9 ) ( 59 )

Foreign — ( 1,743 ) ( 152 )

Total income tax expense (benefit) $ 3 $ ( 1,793 ) $ ( 458 )

There were no significant tax payments made to any jurisdiction, or state income tax expense incurred, during the periods presented above.

Income tax expense (benefit) for the years ended December 31, 2025, 2024, and 2023 differed from amounts computed by applying the applicable United States federal corporate income tax rate of 21% to loss before income taxes as a result of the following:

Year Ended December 31,

2025 2024 2023

Computed statutory income tax benefit from continuing operations $ ( 26,886 ) $ ( 20,236 ) $ ( 16,793 )

State and provincial income tax benefit, net of federal income taxes ( 4,092 ) ( 6,693 ) ( 2,884 )

Nondeductible stock based compensation 313 3,417 179

Nondeductible officer compensation 309 278 263

Amount Percent Amount Percent Amount Percent

US federal statutory income tax rate ( 52,634 ) 21.0 % ( 26,886 ) 21.0 % ( 20,236 ) 21.0 %

Domestic federal

Research and development tax credits ( 1,200 ) 0.5 % ( 1,750 ) 1.4 % ( 1,146 ) 1.2 %

Nontaxable and nondeductible items

Stock based compensation 3 — % 313 ( 0.2 ) % 3,417 ( 3.5 ) %

Change in fair value of warrants 29,300 ( 11.7 ) % 61 — % — — %

Other 1,631 ( 0.7 ) % 333 ( 0.3 ) % 324 ( 0.3 ) %

Change in valuation allowance 23,820 ( 9.5 ) % 19,831 ( 15.5 ) % 15,758 ( 16.4 ) %

Other ( 903 ) 0.4 % ( 794 ) 0.6 % 867 ( 0.9 ) %

Domestic state and local income taxes, net of federal effect 3 — % ( 7 ) — % ( 42 ) — %

Statutory income tax rate differential 3 — % ( 1,081 ) 0.8 % 34 — %

Impairment of goodwill — — % 551 ( 0.4 ) % — — %

Nondeductible equity investment loss — — 3,093

Research and development tax incentives ( 1,750 ) ( 1,383 ) ( 991 )

United States-foreign rate differential ( 1,081 ) ( 15 ) 18

Other, net 60 1,109 533

( 32,576 ) ( 23,523 ) ( 16,481 )

Change in valuation allowance for deferred tax assets 30,783 23,065 16,292

Total income tax benefit from continuing operations $ ( 1,793 ) $ ( 458 ) $ ( 189 )

The tax effects of temporary differences that comprise the deferred tax assets and liabilities included in continuing operations as of December 31, 2024, and 2023, are as follows:

Other — — % 770 ( 0.6 ) % ( 414 ) 0.4 %

Change in valuation allowance ( 20 ) — % 6,866 ( 5.4 ) % 895 ( 0.9 ) %

Other foreign jurisdictions — — % — — % 85 ( 0.1 ) %

Total income tax expense (benefit) $ 3 — % $ ( 1,793 ) 1.4 % $ ( 458 ) 0.5 %

The tax effects of temporary differences that comprise the deferred tax assets and liabilities as of December 31, 2025, and 2024, are as follows:

Deferred tax assets

Allowance for doubtful accounts $ — $ 48

Equity securities and investments in affiliates 517 472

13 unchanged sentences

Right-of-use assets 1,116 1,271

Foreign intangible asset — 9,116

Total deferred tax liabilities 1,116 1,271

4 unchanged sentences

Increase (decrease) in valuation allowance as a result of

Current year continuing operations 30,783 23,065 16,292

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

Current year operations 10,069 30,783 23,065

Expired attributes

( 26,394 ) ( 50,269 ) —

Adoption of ASU 2020-06 — — 4,698

Foreign currency translation adjustment 2,187 ( 872 ) 281

3 unchanged sentences

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

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

Due to the Company and its subsidiaries' histories of net losses incurred from inception, any corresponding net domestic and 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 Company's past issuances of stock and mergers and acquisitions have resulted in ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382").

As a result, utilization of portions of the net operating losses may be subject to annual limitations, however as of December 31, 2024, all such limited losses applicable to Precigen, other than losses inherited via acquisition, have been fully utilized.

As a result, utilization of portions of the net operating losses may be subject to annual limitations.

As of December 31, 2025, approximately $ 31,466 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.

2 unchanged sentences

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, 2025, our direct foreign subsidiaries included in continuing operations had foreign loss carryforwards of approximately $ 80,104 , 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, 2025.

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 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.

The Company's U.S.

tax returns for the years 2006 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.

As of December 31, 2025, under the Company’s amended and restated articles of incorporation, the Company is authorized to issue 700,000,000 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.

In December 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 in December 2024.

Amendment to the Articles of Incorporation - Increase of authorized shares

In July 2025, Precigen filed articles of amendment to its amended and restated articles of incorporation with the SCC, to increase Precigen's authorized shares of common stock from 400,000,000 as of December 31, 2024 to 700,000,000 shares of common stock, which became effective in the same month.

Issuances of Preferred Stock and Warrants

1 unchanged sentence

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 .

The Series Preferred Stock was converted to common stock in 2025 as described below.

Mezzanine Classification

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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.

The Series A Preferred Stock was 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 was appropriate for the Series A Preferred Stock prior to their conversion to common stock in 2025.

The Series A Preferred Stock was initially 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 as of December 31, 2024.

Additionally, during the six months ended June 30, 2025, the Company recorded an increase of $ 2,665 to the Series A Preferred Stock, which represented the fair value of the ratable portion of accumulated PIK dividends that would have increased the stated value of the Series A Preferred stock upon subsequent PIK dividend payment dates.

Due to the absence of retained earnings, these adjustments to record the value of the PIK dividends were recorded as a reduction to additional paid-in capital.

Conversion of Preferred Stock

In September 2025, all of the holders of the Series A Preferred Stock converted their 79,000 shares of Preferred Stock (with an aggregate stated value of $ 79,000 ) into 54,937,411 shares of common stock of the Company pursuant to the terms of the Amended and Restated Articles of Incorporation and such Preferred Stock at the then-current conversion rate of 695.4103 shares of common stock of the Company per one thousand dollars of stated value of Preferred Stock.

As the shares of Series A Preferred Stock were converted at the then-current conversion rate and therefore resulted in the delivery of a variable number of shares of the Company's common stock as compared to the original conversion terms at the time the Series A Preferred Stock agreement was entered into, the conversion was required to be treated as a redemption.

In accordance with ASC 260, the Company compared (1) the fair value of the consideration transferred to the holders of the Series A Preferred Stock and (2) the carrying amount of the Series A Preferred Stock immediately before the exchange, with the difference treated as a return to the holders of the Series A Preferred Stock in a manner similar to dividends paid on preferred stock.

Therefore, during September 2025, the Company recorded a $ 179,000 non-cash preferred stock deemed dividend as a reduction to additional paid-in capital, due to the absence of retained earnings.

Issuances of Precigen Common Stock

3 unchanged sentences

In January 2023, the Company closed a public offering of 43,962,640 shares of its common stock, resulting in net proceeds of $ 72,808 , after deducting underwriting discounts, fees, and other underwriting expenses.

Of the 43,962,640 shares issued, 11,517,712 shares were purchased by related parties and their affiliates, including the Company's Chief Executive Officer, its Chairman of the Board of Directors and his affiliates, and certain other of the Company's officers.

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

Of the 43,962,640 shares issued,

11,517,712 shares were purchased by related parties and their affiliates, including the Company's Chief Executive Officer, its Chairman of the Board of Directors and his affiliates, and certain other of the Company's officers.

The Company completed the January 2023 offering of shares of common stock, utilizing a number of underwriters, with J.P.

Morgan Securities LLC acting as representative of the underwriters.

3 unchanged sentences

Morgan Securities LLC (the "Share Borrower") pursuant to which Precigen loaned and delivered 7,479,431 shares of its common stock (the "Borrowed Shares") to the Share Borrower.

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

The Share Lending Agreement was entered into at fair value and met the requirements for equity classification.

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

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

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

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.

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

Components of Accumulated Other Comprehensive income

The components of accumulated other comprehensive income are as follows:

Unrealized income on investments $ 7 $ 12

Total accumulated other comprehensive income $ 7 $ 12

During the year ended December 31, 2024, the Company reclassified $ 2,915 of cumulative foreign translation losses associated with ActoBio upon the 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.

9 unchanged sentences

Selling, general and administrative 7,841 6,602 7,579

Discontinued operations — — 9

Total $ 10,866 $ 9,471 $ 9,888

The Company capitalized stock-based compensation associated with the allocation of labor costs related to work performed to manufacture Papzimeos of $ 372 for the year ended December 31, 2025.

Precigen Equity Incentive 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.

3 unchanged sentences

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.

The 2023 Plan initially authorized 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.

In July 2024, shareholders approved an additional 2,000,000 shares to be authorized under the 2023 Plan and in June 2025, shareholders approved an additional 11,500,000 shares to be authorized under the 2023 Plan.

As of December 31, 2025, there were 9,051,962 stock options, 1,025,000 PSUs and 1,695,500 RSUs outstanding under the 2023 Plan and 11,458,631 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,

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.

As of December 31, 2025, there were 13,100,000 shares authorized for issuance under the 2019 Plan.

The 2019 Plan initially authorized for issuance pursuant to awards under the 2019 Plan an aggregate of 5,000,000 shares.

In June 2022, shareholders approved an additional 7,000,000 shares to be authorized under the 2019 Plan and in June 2025, shareholders approved an additional 1,100,000 shares to be authorized under the 2019 Plan.

As of December 31, 2025, the 2019 Plan had 4,236,081 stock options and 646,551 RSUs outstanding, and 2,048,892 shares were available for future grants.

Stock Options

4 unchanged sentences

Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years)

Balances at December 31, 2021

Balance at December 31, 2022

15,201,276 $ 10.41 6.87

3 unchanged sentences

Expired ( 716,555 ) ( 20.41 )

Balances at December 31, 2022

Balance at December 31, 2023

22,057,340 6.90 7.12

3 unchanged sentences

Expired ( 1,642,100 ) ( 17.10 )

Balances at December 31, 2023

Balance at December 31, 2024

25,924,734 5.07 7.05

3 unchanged sentences

Expired ( 973,587 ) ( 14.62 )

Balances at December 31, 2024

Balance at December 31, 2025

28,153,192 4.32 6.74

4 unchanged sentences

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

The following table summarizes additional information about stock options outstanding as of December 31, 2025

Options Outstanding Options Exercisable

Range of Exercise Prices Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value

$ 0.67 — $ 1.40 14,831,973 $ 1.29 8.17 $ 42,799 6,533,916 $ 1.24 7.61 $ 19,225

$ 1.41 — $ 2.50 5,711,476 $ 1.97 6.88 12,606 4,684,151 $ 1.96 6.83 10,394

$ 2.51 — $ 6.00 2,287,356 $ 5.47 4.23 131 2,263,856 $ 5.50 4.19 109

$ 6.01 — $ 12.00 2,773,056 $ 10.14 4.44 — 2,773,056 $ 10.14 4.44 —

$ 12.01 — $ 34.85 2,549,331 $ 19.80 2.91 — 2,549,331 $ 19.80 2.91 —

28,153,192 $ 4.32 6.74 $ 55,536 18,804,310 $ 5.76 5.90 $ 29,728

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.

Of the PSUs granted, 2,978,000 were 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.

In May 2025, the Compensation Committee approved the grant of 950,000 PSUs under the 2023 Plan to non-executive employees of the Company, which are scheduled to vest one year from the grant date, on the condition that that the BLA for PRGN-2012 was approved by the FDA.

In January 2025, the Compensation Committee certified the achievement of the performance milestone of the submission of the BLA to the FDA, and as such, approximately 1,500,000 PSUs vested in January 2025.

In September 2025, the Compensation Committee certified the achievement of the performance milestone related to the approval of the BLA by the FDA.

As such, approximately 1,600,000 PSUs vested in September 2025.

With respect to the initial 2,978,000 PSUs, as of the award grant date, 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 that milestone.

As of the award grant date, 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 related to that milestone of the PSUs for the six months ended June 30, 2025 and during 2024 related to this milestone.

Upon approval of the BLA by the FDA, the performance condition was determined to be probable of being satisfied and therefore the Company recognized cumulative expense of $ 2,266 to reflect the portion of the employee's requisite service that had been provided to date.

For those PSUs with a continued service condition, the Company is continuing to recognize stock-based compensation cost over the remaining requisite service period.

Additionally, in September 2025, the Company elected to settle in cash the portion of the original 2,978,000 PSUs held by certain executive officers that were to vest upon the approval of the BLA by the FDA.

This was accounted for as cash settlements of equity-classified awards as it is not expected that the Company will have further settlements of equity awards in cash.

As such, the Company recorded compensation cost of $ 3,404 , which represented the additional settlement consideration that exceeded the fair-value-based measure of the equity-classified award on the settlement date.

RSU and PSU activity was as follows:

1 unchanged sentence

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

Balances at December 31, 2021

468,481 $ 8.47 0.33

Balance at December 31, 2022 697,815 $ 2.66 0.13

Granted 4,083,777 1.01

1 unchanged sentence

Forfeited — —

Balances at December 31, 2022

697,815 2.66 0.13

Balance at December 31, 2023 961,534 1.17 0.19

Granted 7,769,484 1.29

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Forfeited — —

Balances at December 31, 2023

961,534 1.17 0.19

Balance at December 31, 2024 4,004,057 1.16 0.55

Granted 6,872,289 1.42

Vested ( 6,290,420 ) ( 1.29 )

Forfeited — —

Balances at December 31, 2024

PSUs settled in cash

( 1,154,000 ) ( 1.13 )

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.

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.

Forfeited ( 64,875 ) ( 1.24 )

Balance at December 31, 2025 3,367,051 1.45 0.70

Total unrecognized compensation costs related to unvested RSU and PSU awards as of December 31, 2025 were $ 2,284 and are expected to be recognized over a weighted-average period of approximately 1.8 years.

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

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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 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 .

All other leases have remaining terms of less than one year to five 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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As of December 31, 2025, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows:

Thereafter 553

Present value adjustment ( 1,396 )

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Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) 724 572 399

During the years ended December 31, 2024 and 2022 the Company recorded impairment charges related to right-of-use assets.

During the year ended December 31, 2024 the Company recorded an impairment charge related to right-of-use assets.

See Note 8 for further discussion.

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

In connection with the sale of the Company's Trans Ova subsidiary in 2022, 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 .

Such indemnification was recorded as a reduction of the gain on divestiture in 2022.

As of December 31, 2025 and December 31, 2024, $ 2,476 and $ 3,213 , respectively, were included in indemnification accruals on the consolidated balance sheets related to this indemnification liability.

In 2025, the Company

paid an indemnification claim of $ 737 for expenses incurred by the buyer for the period from January 2024 to September 2025.

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

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

During 2025, the Company was notified by the buyer that the underlying claim related to the Company's indemnification was fully settled, and the Company will be required to further indemnify the buyer for approximately $ 2,000 plus associated legal fees.

The Company expects to make final payments in 2026 which will discontinue the on going indemnification obligation.

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

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As of December 31, 2025, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows.

The Company's CODM assesses the operating performance of and allocates resources for several operating segments using Segment Adjusted EBITDA.

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

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

These identified reportable segments met the quantitative thresholds to be reported separately for the year ended December 31, 2024.

See Note 2 for a description of Biopharmaceuticals and Exemplar.

Segment Adjusted EBITDA by reportable segment was as follows:

Year Ended December 31, 2024

Biopharmaceuticals Exemplar Total

Revenues from external customers/Total segment revenues

$ — $ 3,925 $ 3,925

Salaries, benefits and other payroll expenses, including severance cost

( 43,363 ) ( 2,879 )

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 )

While the Company has historically generated revenues from multiple sources, including collaboration agreements and products and services associated with animal research models, management is organized around a singular focus which is developing and commercializing product candidates in its core therapeutic areas of immuno-oncology, autoimmune disorders, and infectious diseases.

In February 2025, the FDA granted priority review to Company’s BLA for PRGN-2012, with a PDUFA target action date set for August 27, 2025.

On August 14, 2025, the FDA fully approved Papzimeos, marking the Company’s transition from a development-stage to a commercial-stage biopharmaceutical company.

In anticipation of this transition, during the first quarter of 2025, the Company realigned its former two operating segments, Biopharmaceuticals and Exemplar, into one operating segment.

This decision was made to streamline operations and enhance focus on core business activities in preparation for the commercial launch of Papzimeos.

The Company implemented this change to better reflect how the Company is managed and to align with its strategic initiative to concentrate resources on its core business.

The Company's CODM is its President and Chief Executive Officer ("CEO").

The CODM manages and allocates resources at a consolidated level.

Although the change in operating segments was made in the first quarter of 2025, the Company still maintains two reporting units for the purpose of goodwill impairment testing.

Also, beginning in the first quarter of 2025, the CEO began using net loss in accordance with generally accepted accounting principles to assess performance and decide how to allocate resources.

The CEO uses net loss to evaluate the allocation of resources across functions and research and development projects in line with our overarching long-term company-wide strategic goals as well as to monitor budget versus actual results.

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

All prior period segment data has been retrospectively adjusted to reflect the way the Company's CODM internally receives information and manages and monitors our operating segment performance starting in fiscal year 2025.

The accounting policies of the Company's single operating segment are the same as those described in the summary of significant accounting policies as described in Note 2.

As of December 31, 2025, substantially all of the Company's long-lived assets were held in the United States and there were no revenues derived in foreign countries for any periods presented.

Expenditures for the addition of long-lived assets are reported on the consolidated statements of cash flows as purchases of property and equipment.

Total segment net loss, which equals consolidated net loss per the consolidated statements of operations was as follows:

Year Ended December 31,

Biopharmaceuticals Exemplar Total

Revenues from external customers/Total segment revenues

2025 2024 2023

Salaries, benefits and other payroll expenses

( 37,624 ) ( 3,771 )

Revenues from external customers $ 9,684 $ 3,925 $ 6,225

Salaries, benefits and other payroll expenses, including severance costs ( 44,093 ) ( 46,281 ) ( 44,097 )

Rent and utilities ( 3,716 ) ( 3,877 ) ( 3,898 )

( 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:

Year Ended December 31,

2024 2023 2022

Segment Adjusted EBITDA for reportable segments $ ( 83,216 ) $ ( 76,065 ) $ ( 72,545 )

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

8,524 1,438 1,395

Interest Income

1,418 3,237 133

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

Other expenses:

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

Depreciation and amortization ( 4,526 ) ( 6,668 ) ( 7,191 )

Gain (loss) from disposals of assets

Impairment losses ( 40,324 ) ( 10,835 ) ( 1,120 )

Stock-based compensation expense ( 9,471 ) ( 9,888 ) ( 10,197 )

Adjustment related to accrued bonuses paid in equity awards 3,039 3,361 1,698

Equity in net income (loss) of affiliates

Shares issued for payment of services

Change in fair value of warrant liabilities ( 139,523 ) — —

Impairment of goodwill ( 3,907 ) ( 7,408 ) ( 10,390 )

Impairment of assets — ( 32,915 ) ( 445 )

Other segment expenses, net ( 69,084 ) ( 39,679 ) ( 43,299 )

$ ( 250,639 ) $ ( 126,235 ) $ ( 95,904 )

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 )

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:

Biopharmaceuticals Exemplar Total

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

Impairments — ( 10,390 ) $ ( 10,390 )

Foreign currency translation adjustments 79 — 79

Balances at December 31, 2023 16,926 9,686 26,612

Foreign currency translation adjustments ( 64 ) — ( 64 )

Impairments ( 1,630 ) ( 5,779 ) ( 7,409 )

Balances at December 31, 2024 $ 15,232 $ 3,907 $ 19,139

As of December 31, 2024 and 2023, the Company had $ 0 and $ 1,958 , respectively, of long-lived assets in foreign countries.

Other segment expenses, net in the table above includes external R&D, SG&A and cost of good sold, including third-party commercialization and manufacturing costs, laboratory supplies, consultant costs, legal and professional fees, insurance, and certain other overhead expenses.

Defined Contribution Plans

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

What changed 10-K

Item 9A. Controls and Procedures