Precigen's Net Loss Widens to $227M Amidst Warrant, Preferred Stock Shifts

TL;DR

**PGEN's massive net loss is a red flag, driven by financial engineering, not core operations; stay cautious.**

AI Summary

Precigen, Inc. reported a significant increase in net loss, reaching $(227.1) million for the nine months ended September 30, 2025, compared to $(106.5) million for the same period in 2024. This substantial increase was primarily driven by a $(139.5) million change in the fair value of warrant liabilities and a $(179.0) million deemed dividend on preferred stock upon conversion. Total revenues saw a positive trend, growing to $5.1 million for the nine months ended September 30, 2025, up from $2.7 million in 2024, largely due to new collaboration and licensing revenue of $1.8 million. Operating expenses decreased to $93.9 million from $109.2 million, mainly due to a reduction in research and development expenses from $41.3 million to $34.3 million and the absence of a $32.9 million impairment of other noncurrent assets seen in 2024. However, selling, general and administrative expenses increased significantly to $52.4 million from $30.2 million. The company's cash and cash equivalents decreased from $29.5 million at December 31, 2024, to $14.3 million at September 30, 2025, while long-term debt increased to $92.8 million from zero. The conversion of Series A Preferred Stock to common stock and the reclassification of warrant liabilities to permanent equity also significantly impacted the balance sheet.

Why It Matters

Precigen's widening net loss to $(227.1) million, largely due to non-cash warrant liability adjustments and preferred stock conversion, signals significant financial restructuring that investors need to scrutinize. While revenue growth and reduced R&D spending might appear positive, the substantial increase in long-term debt to $92.8 million and the decline in cash reserves to $14.3 million raise concerns about liquidity and future funding for its competitive biotech pipeline. This financial re-alignment could impact the company's ability to invest in new therapies, potentially affecting its competitive standing against larger pharmaceutical players and its long-term value proposition for shareholders. Employees and customers might face uncertainty regarding the company's stability and product development timelines.

Risk Assessment

Risk Level: high — The company reported a net loss of $(227.1) million for the nine months ended September 30, 2025, a significant increase from $(106.5) million in the prior year, primarily due to a $(139.5) million change in fair value of warrant liabilities and a $(179.0) million deemed dividend on preferred stock. Cash and cash equivalents decreased from $29.5 million to $14.3 million, and long-term debt surged to $92.8 million, indicating substantial liquidity and solvency risks.

Analyst Insight

Investors should exercise extreme caution and consider reducing exposure to PGEN. The significant increase in net loss driven by non-operating items, coupled with declining cash reserves and a substantial increase in long-term debt, points to considerable financial instability and dilution risk. Monitor future financing activities closely.

Financial Highlights

debt To Equity

2.22

revenue

$5.1M

operating Margin

N/A

total Assets

$171.3M

total Debt

$92.9M

net Income

$(227.1)M

eps

$(1.36)

gross Margin

N/A

cash Position

$14.3M

revenue Growth

92.6%

Revenue Breakdown

Key Numbers

• $(227.1)M — Net Loss (Increased from $(106.5)M in 2024, primarily due to warrant liabilities and preferred stock deemed dividend.)
• $5.1M — Total Revenues (Increased from $2.7M in 2024, driven by new collaboration and licensing revenue.)
• $139.5M — Change in Fair Value of Warrant Liabilities (Significant non-cash expense contributing to the net loss.)
• $179.0M — Deemed Dividend on Preferred Stock (Non-cash expense impacting net loss attributable to common shareholders.)
• $14.3M — Cash and Cash Equivalents (Decreased from $29.5M at December 31, 2024, indicating reduced liquidity.)
• $92.8M — Long-term Debt (Increased from zero, representing a new significant financial obligation.)
• $34.3M — Research and Development Expenses (Decreased from $41.3M in 2024, showing a shift in operational spending.)
• $52.4M — Selling, General and Administrative Expenses (Increased from $30.2M in 2024, indicating higher overhead costs.)
• 353,810,556 — Common Shares Outstanding (Increased from 292,869,097 at December 31, 2024, due to preferred stock conversion and other issuances.)
• $(1.36) — Net Loss Per Share (Increased from $(0.41) in 2024, reflecting the larger net loss and increased share count.)

Key Players & Entities

• PRECIGEN, INC. (company) — registrant
• $227.1 million (dollar_amount) — net loss for nine months ended September 30, 2025
• $106.5 million (dollar_amount) — net loss for nine months ended September 30, 2024
• $139.5 million (dollar_amount) — change in fair value of warrant liabilities
• $179.0 million (dollar_amount) — deemed dividend on preferred stock
• $5.1 million (dollar_amount) — total revenues for nine months ended September 30, 2025
• $2.7 million (dollar_amount) — total revenues for nine months ended September 30, 2024
• $93.9 million (dollar_amount) — total operating expenses for nine months ended September 30, 2025
• $14.3 million (dollar_amount) — cash and cash equivalents as of September 30, 2025
• $92.8 million (dollar_amount) — long-term debt as of September 30, 2025

FAQ

Risk Factors

• Increased Net Loss and Cash Burn [high — financial]: The company reported a net loss of $(227.1) million for the nine months ended September 30, 2025, a significant increase from $(106.5) million in the prior year. This was driven by non-cash items like warrant liability fair value changes and preferred stock dividends, but also reflects substantial operating expenses and a declining cash position from $29.5 million to $14.3 million.
• Growing Long-Term Debt [high — financial]: Precigen took on $92.8 million in long-term debt as of September 30, 2025, compared to zero at the end of 2024. This represents a new and significant financial obligation that will require future servicing and repayment.
• Rising SG&A Expenses [medium — operational]: Selling, General, and Administrative (SG&A) expenses surged to $52.4 million from $30.2 million year-over-year. This substantial increase in overhead costs, despite a reduction in R&D, puts pressure on profitability and cash flow.
• Dilution from Equity Issuances [medium — financial]: The number of common shares outstanding increased from 292,869,097 to 353,810,556, largely due to preferred stock conversions. This dilution impacts earnings per share, which worsened from $(0.41) to $(1.36).
• Fair Value Volatility of Warrant Liabilities [medium — financial]: A $(139.5) million change in the fair value of warrant liabilities significantly impacted the net loss. Fluctuations in warrant valuations can introduce considerable non-cash volatility to the company's reported earnings.

Industry Context

Precigen operates in the biotechnology sector, characterized by high R&D investment, long development cycles, and significant regulatory hurdles. The industry is competitive, with companies focusing on novel therapies and platform technologies. Recent trends include increased collaboration and licensing deals as a means to fund development and access new markets, alongside a growing reliance on external financing and strategic partnerships.

Regulatory Implications

As a biotechnology company, Precigen is subject to stringent regulations from bodies like the FDA. Delays in clinical trials, failure to obtain regulatory approvals, or changes in regulatory requirements can significantly impact product development timelines and market access. Compliance with evolving healthcare and financial reporting standards is also critical.

What Investors Should Do

1. Monitor cash burn and runway closely.
2. Analyze the sustainability of revenue growth drivers.
3. Assess the impact of new long-term debt.
4. Evaluate the drivers of SG&A increase.

Key Dates

• 2025-09-30: Nine Months Ended — Reported a net loss of $(227.1)M and total revenues of $5.1M, with significant increases in debt and share count.
• 2024-12-31: Year End — Reported cash and cash equivalents of $29.5M and zero long-term debt.
• 2024-09-30: Nine Months Ended — Reported a net loss of $(106.5)M and total revenues of $2.7M.

Glossary

Deemed Dividend on Preferred Stock

A non-cash accounting charge recognized when preferred stock is converted into common stock, representing the difference between the fair value of the common stock issued and the carrying amount of the preferred stock. It reduces earnings available to common shareholders. (A significant $(179.0) million deemed dividend impacted the net loss for the nine months ended September 30, 2025.)

Warrant Liabilities

Financial instruments that give the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. These are often recorded at fair value, and changes in that value can impact net income. (A $(139.5) million change in fair value of warrant liabilities contributed to the increased net loss.)

Mezzanine Equity

A class of equity that has characteristics of both debt and equity. In this filing, it refers to Series A Preferred Stock which was outstanding at the end of 2024 but converted by September 30, 2025. (The Series A Preferred Stock, with a liquidation preference of $79,000 at Dec 31, 2024, was fully converted and no longer present as mezzanine equity.)

Accumulated Deficit

The cumulative net losses of a company since its inception, less any cumulative net income. It represents a deficit in retained earnings. (The accumulated deficit grew to $(2,317.8) million as of September 30, 2025, reflecting ongoing losses.)

Year-Over-Year Comparison

Precigen's financial performance shows a significant deterioration in net income, with the net loss widening from $(106.5)M to $(227.1)M for the nine-month periods. While total revenues more than doubled from $2.7M to $5.1M, driven by new licensing, this was overshadowed by substantial non-cash charges related to warrant liabilities and preferred stock conversion. Operating expenses decreased overall due to lower R&D and the absence of an asset impairment, but SG&A expenses rose sharply. Crucially, the company's liquidity has diminished, with cash falling from $29.5M to $14.3M, while long-term debt has emerged at $92.8M, indicating a more leveraged and less liquid financial position.

Filing Documents

• pgen-20250930.htm (10-Q) — 1423KB
• pgen-20250930xexx311.htm (EX-31.1) — 10KB
• pgen-20250930xexx312.htm (EX-31.2) — 10KB
• pgen-20250930xexx321.htm (EX-32.1) — 6KB
• pgen-20250930xexx322.htm (EX-32.2) — 6KB
• 0001356090-25-000034.txt ( ) — 8013KB
• pgen-20250930.xsd (EX-101.SCH) — 57KB
• pgen-20250930_cal.xml (EX-101.CAL) — 98KB
• pgen-20250930_def.xml (EX-101.DEF) — 275KB
• pgen-20250930_lab.xml (EX-101.LAB) — 782KB
• pgen-20250930_pre.xml (EX-101.PRE) — 539KB
• pgen-20250930_htm.xml (XML) — 971KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION 1. Condensed Consolidated Financial Statements (unaudited): 4 Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 4 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 6 Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 7 Condensed Consolidated Statements of Mezzanine Equity and Shar eholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024 8 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 12 Notes to the Condensed Consolidated Financial Statements 14 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 33 3. Quantitative and Qualitative Disclosures About Market Risk 44 4. Controls and Procedures 44

- OTHER INFORMATION

PART II - OTHER INFORMATION 1. Legal Proceedings 46 1A. Risk Factors 46 2. Unregistered Sales of Equity Securities and Use of Proceeds 47 3. Defaults on Senior Securities 47 4. Mine Safety Disclosures 47 5. Other Information 47 6. Exhibits 48

Signatures

Signatures 49 Precigen , AdenoVerse , UltraCAR-T , RheoSwitch , UltraVector , RTS , UltraPorator , ActoBiotics , Advancing Medicine With Precision, RRP Awareness Day and RheoSwitch Therapeutic System are our and/or our affiliates' registered trademarks in the United States and GenVec, Giving Voice to Inspire Change, Papzimeos, Recurrent Respiratory Papillomatosis Awareness Giving Voice to Inspire Change, RRP Awareness & Design, and RRP Awareness Day Giving Voice to Inspire Change are our and/or our affiliates' common law trademarks in the United States. This Quarterly Report on Form 10-Q, or Quarterly Report, and the information incorporated herein by reference contain references to trademarks, service marks, and trade names owned by us or other companies. Solely for convenience, trademarks, service marks, and trade names referred to in this Quarterly Report and the information incorporated herein, including logos, artwork, and other visual displays, may appear without the or symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks, and trade names. We do not intend our use or display of other companies' trade names, service marks, or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Other trademarks, trade names, and service marks appearing in this Quarterly Report are the property of their respective owners. Unless the context requires otherwise, references in this Quarterly Report to "Precigen", "Company", "we", "us", and "our" refer to Precigen, Inc. 2 Table of Contents Special Note Regarding Forward-Looking Statements This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. All statements, other th

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Condensed Consolidated Financial Statements

Item 1. Condensed Consolidated Financial Statements Precigen, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) (Amounts in thousands, except share data) September 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 14,322 $ 29,517 Short-term investments 106,813 68,393 Receivables Trade, less allowance for credit losses of $ 0 as of both September 30, 2025 and December 31, 2024 580 926 Other 520 237 Inventory 3,059 — Prepaid expenses 4,303 3,341 Total current assets 129,597 102,414 Long-term investments 2,508 — Property, plant and equipment, net 14,813 13,831 Intangible assets, net 3,500 4,455 Goodwill 15,232 19,139 Right-of-use assets 4,861 5,056 Other assets 753 371 Total assets $ 171,264 $ 145,266 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents Precigen, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) (Amounts in thousands, except share data) September 30, 2025 December 31, 2024 Liabilities, Mezzanine Equity and Shareholders' Equity Current liabilities Accounts payable $ 6,262 $ 3,531 Accrued compensation and benefits 10,167 8,417 Other accrued liabilities 10,824 4,812 Indemnification accruals 3,213 3,213 Deferred revenue 480 589 Current portion of lease liabilities 1,123 956 Total current liabilities 32,069 21,518 Long-term debt 92,890 — Deferred revenue, net of current portion 95 1,934 Lease liabilities, net of current portion 4,179 4,546 Warrant liabilities — 50,537 Other long-term liabilities 163 — Total liabilities 129,396 78,535 Commitments and contingencies (Note 14) Mezzanine equity Series A Preferred Stock, no par value, 81,000 shares authorized as of September 30, 2025 and December 31, 2024; zero and 79,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (aggregate liquidation preference of zero as of Se

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