Precigen, Inc. Files 8-K: Material Agreements & Equity Changes

TL;DR

Precigen 8-K: New deals, stock changes, and corporate updates filed Dec 27.

AI Summary

On December 27, 2024, Precigen, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, there were amendments to its articles of incorporation or bylaws, a change in fiscal year, and regulation FD disclosures.

Why It Matters

This 8-K filing indicates significant corporate actions by Precigen, Inc., including new agreements and changes affecting its security holders, which could impact its operational and financial trajectory.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, unregistered equity sales, and modifications to security holder rights, suggesting potentially significant corporate changes that warrant closer investor scrutiny.

Key Players & Entities

• Precigen, Inc. (company) — Registrant
• December 27, 2024 (date) — Date of earliest event reported
• Virginia (jurisdiction) — State of incorporation
• 001-36042 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.75 — "Common Stock") at an exercise price of $0.75 per share (the "Exercise Price") in a p
• $1,000 — uidation preference and stated value of $1,000 per share, together with the Warrants,
• $79.0 m — ith the Warrants, for gross proceeds of $79.0 million, prior to deducting offering expe
• $4.00 — share of Common Stock equals or exceeds $4.00 for a specified period of time and cert
• $1.125 — itial conversion price of approximately $1.125 per share. However, if the arithmetic a

Filing Documents

• dp222802_8k.htm (8-K) — 42KB
• dp222802_ex0301.htm (EX-3.1) — 328KB
• dp222802_ex1001.htm (EX-10.1) — 127KB
• dp222802_ex1002.htm (EX-10.2) — 144KB
• dp222802_ex1003.htm (EX-10.3) — 70KB
• dp222802_ex9901.htm (EX-99.1) — 13KB
• dp222802_ex9902.htm (EX-99.2) — 21KB
• image_001.jpg (GRAPHIC) — 2KB
• image_002.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 3KB
• image_004.jpg (GRAPHIC) — 3KB
• image_005.jpg (GRAPHIC) — 2KB
• image_006.jpg (GRAPHIC) — 3KB
• image_007.jpg (GRAPHIC) — 7KB
• image_008.jpg (GRAPHIC) — 138KB
• 0000950103-24-018479.txt ( ) — 1280KB
• pgen-20241227.xsd (EX-101.SCH) — 3KB
• pgen-20241227_lab.xml (EX-101.LAB) — 33KB
• pgen-20241227_pre.xml (EX-101.PRE) — 22KB
• dp222802_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. The information contained in Item 8.01 of this Report on Form 8-K (this "Report") is incorporated by reference into this Item 1.01.

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 8.01 of this Report is incorporated by reference into this Item 3.02.

03

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 8.01 of this Report is incorporated by reference into this Item 3.03.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained in Item 8.01 of this Report is incorporated by reference into this Item 5.03.

01

Item 7.01 Regulation FD Disclosure. A copy of Precigen's press release announcing the transactions described in this Report is furnished as Exhibit 99.1 to this Report and is incorporated by reference into this Item 7.01. On December 30, 2024, Precigen issued a press release titled "Precigen Completes Submission of BLA with Request for Priority Review to the FDA for PRGN-2012 for the Treatment of Adults with Recurrent Respiratory Papillomatosis." A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated by reference into this Item 7.01.

01

Item 8.01 Other Events. On December 27, 2024, Precigen, Inc. ("Precigen") announced that it had entered into a Securities Purchase Agreement dated December 27, 2024 (the "Purchase Agreement") with investors, including Randal J. Kirk, its executive chairman of the board of directors, affiliates of Patient Capital Management and Bill Miller, as well as certain other investors (the "Investors") for the sale of its 8.00% Series A Convertible Perpetual Preferred Stock ("Preferred Stock") and warrants ("Warrants") to purchase 52,666,669 shares of its common stock, no par value per share ("Common Stock") at an exercise price of $0.75 per share (the "Exercise Price") in a private placement. Precigen sold an aggregate of 79,000 shares of Preferred Stock, with an initial liquidation preference and stated value of $1,000 per share, together with the Warrants, for gross proceeds of $79.0 million, prior to deducting offering expenses. Precigen expects to use the net proceeds of the offering for working capital and general corporate purposes. The offering closed on December 30, 2024. 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 (the "SCC"), including a form of certificate for the Preferred Stock (the "Form of Certificate"), to establish the preferences, limitations and relative rights of the 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. Dividends on the Preferred Stock will be paid annually in cash 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 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 Preferred Stock by the amount of such

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits. 3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation of Precigen, Inc., filed with the State Corporation Commission of the Commonwealth of Virginia and effective on December 30, 2024 4.1 Form of Certificate for the 8.00% Series A Convertible Perpetual Preferred Stock (included as Exhibit A to Exhibit 3.1) 10.1 Securities Purchase Agreement, dated December 27, 2024 between Precigen Inc. and the Investors party thereto. 10.2 Registration Rights Agreement, dated December 30, 2024 between Precigen Inc. and the Investors party thereto. 10.3 Form of Common Stock Purchase Warrant. 99.1 Press release of Precigen, Inc., dated December 27, 2024, announcing the private placement of convertible preferred stock and warrants to purchase common stock. 99.2 Press release of Precigen, Inc., dated December 30, 2024, announcing completion of submission for a biologics license application to the FDA for PRGN-2012. 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

Forward Looking Statements

Forward Looking Statements Some of the statements made in this Report are forward-looking including the intended use of proceeds of the private placement. Various factors may cause differences between Precigen's expectations and actual results. These risks and uncertainties include, without limitation, risks and uncertainties related to Precigen's broad discretion in the use of proceeds. For further information on potential risks and uncertainties, and other important factors, any of which could cause Precigen's actual results to differ from those contained in the forward-looking statements, see the section entitled "Risk Factors" in Precigen's most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Precigen, Inc. By: /s/ Donald P. Lehr Donald P. Lehr Chief Legal Officer Dated: December 30, 2024

View Full Filing

View this 8-K filing on SEC EDGAR