Precigen, Inc. Enters Material Definitive Agreement

TL;DR

Precigen just signed a big deal, expect financial moves.

AI Summary

On September 3, 2025, Precigen, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as Intrexon Corp, is headquartered in Germantown, Maryland.

Why It Matters

This filing indicates Precigen, Inc. has entered into a significant new agreement that will likely have financial implications for the company.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements can introduce financial obligations and strategic shifts that carry inherent risks.

Key Players & Entities

• Precigen, Inc. (company) — Registrant
• Intrexon Corp (company) — Former company name
• September 3, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $125.0 m — ior secured term loan facility of up to $125.0 million, composed of two committed tranch
• $100.0 m — che in an aggregate principal amount of $100.0 million, which was funded on the Closing
• $25.0 m — che in an aggregate principal amount of $25.0 million, which is available, subject to c
• $125 million — ted September 3, 2025, announcing up to $125 million of non-dilutive senior secured loan fin

Filing Documents

• tm2524946d1_8k.htm (8-K) — 35KB
• tm2524946d1_ex10-1.htm (EX-10.1) — 1263KB
• tm2524946d1_ex99-1.htm (EX-99.1) — 12KB
• tm2524946d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-25-086669.txt ( ) — 1752KB
• pgen-20250903.xsd (EX-101.SCH) — 3KB
• pgen-20250903_lab.xml (EX-101.LAB) — 33KB
• pgen-20250903_pre.xml (EX-101.PRE) — 22KB
• tm2524946d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. Pharmakon Loan Agreement On September 3, 2025 (the " Closing Date "), Precigen, Inc . (" we " or the " Company ") and certain of our subsidiaries party thereto as guarantors 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, which 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 the Closing Date; 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 "). The Term Loans bear interest at Term SOFR (three-month tenor), subject to a 3.75% floor, plus 6.50%, payable quarterly. The Term Loans amortize in eight equal quarterly installments beginning on September 29, 2028 through the Maturity Date. The Term Loans may be voluntarily prepaid in whole (but not in part), and are subject to make-whole, prepayment premium and exit fees, and must be prepaid upon a Change in Control (as defined in the Loan Agreement). Proceeds of the Term Loans will be used to fund the Company's general corporate and working capital requirements. Our obligations under the Loan Agreement are secured by substantially all of our U.S. assets, including intellectual property. Certain of our subsidiaries will, on and after the Closing Date, be required to guarantee our obligations under the Loan Agreement and, in connection with such guarantee, pledge substantially all of their assets, including intellectual property, to secure suc

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is hereby incorporated by reference into Item 2.03.

01

Item 7.01. Regulation FD Disclosure. A copy of Precigen's press release announcing the financing transaction described in this Report is furnished as Exhibit 99.1 to this Report and is incorporated by reference into this Item 7.01. This information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. d) Exhibits. Exhibit No. Description 10.1 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 (Master) LP as Lenders 99.1 Press release of Precigen, Inc. dated September 3, 2025, announcing up to $125 million of non-dilutive senior secured loan financing 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential. 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: September 3, 2025

View Full Filing

View this 8-K filing on SEC EDGAR