UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-36042

PRECIGEN, INC.

(Exact name of registrant as specified in its charter)

Virginia

26-0084895

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

20374 Seneca Meadows Parkway

Germantown,

Maryland

20876

(Address of principal executive offices)

(Zip Code)

(301) 556-9900

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

PGEN

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October 31, 2022, 208,150,021~~April 30, 2023, 255,482,753 shares of common stock, no par value per share, were issued and outstanding.

Table of Contents

PRECIGEN, INC.

FORM 10-Q

TABLE OF CONTENTS


Item No.	Item No.		Page	Item No.		Page
PART I - FINANCIAL INFORMATION	PART I - FINANCIAL INFORMATION			PART I - FINANCIAL INFORMATION
1.	1.	Condensed Consolidated Financial Statements (unaudited):	4	1.	Condensed Consolidated Financial Statements (unaudited):	4
		Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	4		Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	4
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended Se ptember 30, 2022 and 2021	6		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	6
		Condensed Consolidated Statements of Comprehensive Income (L oss ) for the Three and Nine Months Ended September 30, 2022 and 2021	7		Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022	7
		Condensed Consolidated Statements of Shareholders' Equity for the Three and Nine Months Ended September 30, 2022 and 2021	8		Condensed Consolidated Statements of Shareholders' Equity for the Three Months Ended March 31, 2023 and 2022	8
		Condensed Consolidated Statements of Cash Flows for the N ine Months Ended September 30, 2022 and 2021	10		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	9
		Notes to the Condensed Consolidated Financial Statements	12		Notes to the Condensed Consolidated Financial Statements	11
2.	2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35	2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
3.	3.	Quantitative and Qualitative Disclosures About Market Risk	51	3.	Quantitative and Qualitative Disclosures About Market Risk	39
4.	4.	Controls and Procedures	51	4.	Controls and Procedures	40

PART II - OTHER INFORMATION	PART II - OTHER INFORMATION			PART II - OTHER INFORMATION
1.	1.	Legal Proceedings	52	1.	Legal Proceedings	41
1A.	1A.	Risk Factors	52	1A.	Risk Factors	41
2.	2.	Unregistered Sales of Equity Securities and Use of Proceeds	53	2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
3.	3.	Defaults on Senior Securities	53	3.	Defaults on Senior Securities	41
4.	4.	Mine Safety Disclosures	53	4.	Mine Safety Disclosures	41
5.	5.	Other Information	53	5.	Other Information	41
6.	6.	Exhibits	54	6.	Exhibits	42
		Signatures	55		Signatures	43

~~Intrexon~~

Precigen®, UltraCAR-T®, RheoSwitch®, UltraVector®, RTS®, UltraPorator®, ActoBiotics® and RheoSwitch Therapeutic System® are our and/or our affiliates' registered trademarks in the United States and ~~ActoBiotics™,~~ GenVec™~~, Precigen™~~, AdenoVerse™, ActoBio Therapeutics™, ~~UltraPorator™,~~ AttSite™, and Precigen Therapeutics™ are our and/or our affiliates' common law trademarks in the United States 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", "we", "us", and "our" refer to Precigen, Inc.

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 than statements of historical facts, included in this Quarterly Report, including statements regarding our strategy; future events, including their outcome or timing; future operations; future financial position; future revenue; projected costs; prospects; plans; objectives of management; and expected market growth, are forward-looking statements. The words "aim", "anticipate", "assume", "believe", "continue", "could", "due", "estimate", "expect", "intend", "may", "plan", "positioned", "potential", "predict", "project", "seek", "should", "target", "will", "would", and the negatives of these terms or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements may relate to, among other things: (i) the impact of the COVID-19 pandemic on our clinical trials, businesses, operating results, cash flows, and/or financial condition; (ii) the timeliness of regulatory approvals; (iii) our strategy and overall approach to our business model, our efforts to realign our business, and our ability to exercise more control and ownership over the development process and commercialization path; (iv) our ability to successfully enter new markets or develop additional product candidates, including the expected timing and results of investigational studies and preclinical and clinical trials, ~~including any delays or potential delays as a result of the COVID-19 pandemic,~~ whether with our collaborators or independently; (v) our ability to consistently manufacture our product candidates on a timely basis or to establish agreements with third-party manufacturers; (vi) our ability to successfully enter into optimal strategic relationships with our subsidiaries and operating companies that we may form in the future; (vii) our ability to hold or generate significant operating capital, including through partnering, asset sales, and operating cost reductions; (viii) actual or anticipated variations in our operating results; (ix) actual or anticipated fluctuations in competitors' or collaborators' operating results or changes in their respective growth rates; (x) our cash position; (xi) market conditions in our industry; (xii) the volatility of our stock price; (xiii) the ability, and the ability of our collaborators, to protect our intellectual property and other proprietary rights and technologies; (xiv) ~~our ability, and the ability of our collaborators, to adapt to changes in laws or regulations or policies, including federal, state, and local government responses to the COVID-19 pandemic; (xv)~~ outcomes of pending and future litigation; ~~(xvi)~~(xv) the rate and degree of market acceptance of any products developed by us, our subsidiaries, collaborations, or joint ventures, or JVs, and competition from existing technologies and products or new technologies and products that may emerge; ~~(xvii)~~(xvi) our ability to retain and recruit key personnel; ~~(xviii)~~(xvii) expectations related to the use of proceeds from public offerings and other financing efforts; ~~(xix)~~and (xviii) estimates regarding expenses, future revenue, capital requirements, and needs for additional ~~financing; and (xx) the effects, duration, and severity of the ongoing COVID-19 pandemic and the actions we and others have taken or may take in response.~~financing.

Forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance, and may also concern our expectations relating to our subsidiaries and other affiliates. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report.

We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report, particularly in Part II, Item 1A, "Risk Factors," that could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, JVs, or investments that we may make.

You should read this Quarterly Report, the documents that we reference in this Quarterly Report, our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, the other reports we have filed with the Securities and Exchange Commission, or SEC, and the documents that we have filed as exhibits to our filings with the SEC completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Precigen, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


(Amounts in thousands, except share data)	(Amounts in thousands, except share data)	September 30, 2022		December 31, 2021		(Amounts in thousands, except share data)	March 31, 2023		December 31, 2022
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	9,067	$	36,423	Cash and cash equivalents	$	9,740	$	4,858
Restricted cash	Restricted cash	82,443		—		Restricted cash	13,800		43,339
Short-term investments	Short-term investments	62,260		72,240		Short-term investments	94,351		51,092

Receivables	Receivables					Receivables
Trade, less allowance for credit losses of $184 as of September 30, 2022 and December 31, 2021		1,175		1,341
Related parties, less allowance for credit losses of $0 as of September 30, 2022 and $1,509 December 31, 2021		19		73
Trade, less allowance for credit losses of $184 as of March 31, 2023 and December 31, 2022, respectively						Trade, less allowance for credit losses of $184 as of March 31, 2023 and December 31, 2022, respectively	1,771		978

Other	Other	1,260		566		Other	13,751		12,826
Inventory		219		326

Prepaid expenses and other	Prepaid expenses and other	6,363		5,471		Prepaid expenses and other	4,330		5,066
Current assets held for sale		—		40,188

Total current assets	Total current assets	162,806		156,628		Total current assets	137,743		118,159
Long-term investments	Long-term investments	—		48,562		Long-term investments	7,460		—

Property, plant and equipment, net	Property, plant and equipment, net	7,611		8,599		Property, plant and equipment, net	6,908		7,329
Intangible assets, net	Intangible assets, net	42,416		52,291		Intangible assets, net	43,848		44,455
Goodwill	Goodwill	36,713		37,554		Goodwill	36,966		36,923

Right-of-use assets	Right-of-use assets	8,828		9,990		Right-of-use assets	7,617		8,086
Other assets	Other assets	871		936		Other assets	1,004		1,025
Noncurrent assets held for sale		—		45,296
Total assets	Total assets	$	259,245	$	359,856	Total assets	$	241,546	$	215,977

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

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Precigen, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


(Amounts in thousands, except share data)	(Amounts in thousands, except share data)	September 30, 2022		December 31, 2021		(Amounts in thousands, except share data)	March 31, 2023		December 31, 2022
Liabilities and Shareholders' Equity	Liabilities and Shareholders' Equity					Liabilities and Shareholders' Equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	4,201	$	3,112	Accounts payable	$	3,809	$	4,068
Accrued compensation and benefits	Accrued compensation and benefits	5,792		7,856		Accrued compensation and benefits	4,959		6,377
Other accrued liabilities	Other accrued liabilities	11,685		7,817		Other accrued liabilities	22,887		23,747
Deferred revenue	Deferred revenue	76		1,490		Deferred revenue	15		25

Current portion of long-term debt	Current portion of long-term debt	82,069		52		Current portion of long-term debt	13,819		43,219

Current portion of lease liabilities	Current portion of lease liabilities	1,041		1,393		Current portion of lease liabilities	1,244		1,209
Related party payables		—		74

Current liabilities held for sale		—		12,851

Total current liabilities	Total current liabilities	104,864		34,645		Total current liabilities	46,733		78,645
Long-term debt, net of current portion		—		179,882

Deferred revenue, net of current portion, including of $0 and $21,205 from related parties as of September 30, 2022 and December 31, 2021, respectively		1,818		23,023

Deferred revenue, net of current portion						Deferred revenue, net of current portion	1,818		1,818
Lease liabilities, net of current portion	Lease liabilities, net of current portion	7,939		8,747		Lease liabilities, net of current portion	6,623		6,992
Deferred tax liabilities	Deferred tax liabilities	2,092		2,539		Deferred tax liabilities	2,239		2,263

Long-term liabilities held for sale		—		3,672
Total liabilities	Total liabilities	116,713		252,508		Total liabilities	57,413		89,718
Commitments and contingencies (Note 16)
Commitments and contingencies (Note 14)						Commitments and contingencies (Note 14)
Shareholders' equity	Shareholders' equity					Shareholders' equity
Common stock, no par value, 400,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 208,150,021 shares and 206,739,874 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		—		—
Common stock, no par value, 400,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 255,482,753 shares and 208,150,021 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively						Common stock, no par value, 400,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 255,482,753 shares and 208,150,021 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	—		—
Additional paid-in capital	Additional paid-in capital	1,996,104		2,022,701		Additional paid-in capital	2,078,133		1,998,314
Accumulated deficit	Accumulated deficit	(1,846,391)		(1,915,556)		Accumulated deficit	(1,891,301)		(1,868,567)
Accumulated other comprehensive (loss) income		(7,181)		203
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(2,699)		(3,488)
Total shareholders' equity	Total shareholders' equity	142,532		107,348		Total shareholders' equity	184,133		126,259

Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	259,245	$	359,856	Total liabilities and shareholders' equity	$	241,546	$	215,977

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

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Precigen, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


(Amounts in thousands, except share and per share data)	(Amounts in thousands, except share and per share data)	Three Months Ended September 30,				Nine Months Ended September 30,				(Amounts in thousands, except share and per share data)	Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Revenues	Revenues									Revenues
Collaboration and licensing revenues		$	14,561	$	22	$	14,561	$	389

Product revenues	Product revenues	342��		554		1,455		1,860		Product revenues	$	324	$	492
Service revenues	Service revenues	1,750		2,632		8,896		7,935		Service revenues	1,527		4,933
Other revenues	Other revenues	69		125		234		399		Other revenues	—		88
Total revenues	Total revenues	16,722		3,333		25,146		10,583		Total revenues	1,851		5,513
Operating Expenses	Operating Expenses									Operating Expenses
Cost of products		463		482		1,585		1,306
Cost of services		1,114		970		3,497		2,858

Cost of products and services										Cost of products and services	1,527		1,694
Research and development	Research and development	12,622		12,434		36,377		35,755		Research and development	12,163		11,801
Selling, general and administrative	Selling, general and administrative	10,137		10,977		36,496		40,197		Selling, general and administrative	11,639		13,689
Impairment of goodwill	Impairment of goodwill	—		—		482		—		Impairment of goodwill	—		482
Impairment of other noncurrent assets		—		—		638		543

Total operating expenses	Total operating expenses	24,336		24,863		79,075		80,659		Total operating expenses	25,329		27,666
Operating loss	Operating loss	(7,614)		(21,530)		(53,929)		(70,076)		Operating loss	(23,478)		(22,153)
Other Expense, Net
Other income (Expense), Net										Other income (Expense), Net

Interest expense	Interest expense	(2,036)		(4,765)		(6,137)		(13,902)		Interest expense	(324)		(2,038)
Interest income	Interest income	56		48		131		129		Interest income	633		38
Other income (expense), net		1,038		(133)		1,276		(430)
Total other expense, net		(942)		(4,850)		(4,730)		(14,203)
Equity in net income (loss) of affiliates		862		—		861		(3)
Other income, net										Other income, net	380		198
Total other income (expense), net										Total other income (expense), net	689		(1,802)
Equity in net loss of affiliates										Equity in net loss of affiliates	—		(1)
Loss from continuing operations before income taxes	Loss from continuing operations before income taxes	(7,694)		(26,380)		(57,798)		(84,282)		Loss from continuing operations before income taxes	(22,789)		(23,956)
Income tax benefit	Income tax benefit	50		61		197		173		Income tax benefit	55		58
Loss from continuing operations	Loss from continuing operations	(7,644)		(26,319)		(57,601)		(84,109)		Loss from continuing operations	(22,734)		(23,898)
Income (loss) from discontinued operations, net of income taxes		95,023		(3,445)		108,094		16,977
Net income (loss)		$	87,379	$	(29,764)	$	50,493	$	(67,132)
Income from discontinued operations, net of income taxes										Income from discontinued operations, net of income taxes	—		4,647
Net loss										Net loss	$	(22,734)	$	(19,251)

Net Loss per Share	Net Loss per Share									Net Loss per Share
Net loss from continuing operations per share, basic and diluted	Net loss from continuing operations per share, basic and diluted	$	(0.04)	$	(0.13)	$	(0.29)	$	(0.43)	Net loss from continuing operations per share, basic and diluted	$	(0.10)	$	(0.12)
Net income (loss) from discontinued operations per share, basic and diluted		0.48		(0.02)		0.54		0.09
Net income (loss) per share, basic and diluted		$	0.44	$	(0.15)	$	0.25	$	(0.34)
Net income from discontinued operations per share, basic and diluted										Net income from discontinued operations per share, basic and diluted	—		0.02
Net loss per share, basic and diluted										Net loss per share, basic and diluted	$	(0.10)	$	(0.10)
Weighted average shares outstanding, basic and diluted	Weighted average shares outstanding, basic and diluted	200,670,590		199,179,763		200,256,046		197,254,438		Weighted average shares outstanding, basic and diluted	229,770,381		199,629,218

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

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Precigen, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2022		2021		2022		2021		(Amounts in thousands)	2023		2022
Net income (loss)		$	87,379	$	(29,764)	$	50,493	$	(67,132)
Net loss										Net loss	$	(22,734)	$	(19,251)
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Unrealized gain (loss) on investments	Unrealized gain (loss) on investments	99		42		(905)		(43)		Unrealized gain (loss) on investments	262		(802)
Loss on foreign currency translation adjustments		(2,724)		(1,068)		(6,479)		(2,439)
Gain (loss) on foreign currency translation adjustments										Gain (loss) on foreign currency translation adjustments	527		(1,100)

Comprehensive income (loss)		$	84,754	$	(30,790)	$	43,109	$	(69,614)
Comprehensive loss										Comprehensive loss	$	(21,945)	$	(21,153)

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

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Precigen, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders' Equity

(Unaudited)

(Amounts in thousands, except share data) Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Loss Accumulated
Deficit Total
Shareholders'
Equity
Shares Amount
Balances at June 30, 2022 208,150,021 $ — $ 1,993,979 $ (4,556) $ (1,933,770) $ 55,653
Stock-based compensation expense — — 2,125 — — 2,125
Net income — — — — 87,379 87,379
Other comprehensive loss — — — (2,625) — (2,625)
Balances at September 30, 2022 208,150,021 $ — $ 1,996,104 $ (7,181) $ (1,846,391) $ 142,532


(Amounts in thousands, except share data)	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders' Equity
	Shares	Amount
Balances at December 31, 2022	208,150,021	$	—	$	1,998,314	$	(3,488)	$	(1,868,567)	$	126,259

Stock-based compensation expense	—	—		3,131		—		—		3,131
Shares issued upon vesting of restricted stock units and for exercises of stock options	697,815	—		—		—		—		—
Shares issued for accrued compensation	2,206,469	—		3,361		—		—		3,361
Shares issued as payment for services	465,808	—		545		—		—		545
Shares issued in public offering, net of issuance costs	43,962,640	—		72,782		—		—		72,782












Net loss	—	—		—		—		(22,734)		(22,734)

Other comprehensive income	—	—		—		789		—		789
Balances at March 31, 2023	255,482,753	$	—	$	2,078,133	$	(2,699)	$	(1,891,301)	$	184,133

(Amounts in thousands, except share data) Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income Accumulated
Deficit Total
Shareholders'
Equity
Shares Amount
Balances at June 30, 2021 206,580,928 $ — $ 2,017,413 $ 2,541 $ (1,860,758) $ 159,196
Stock-based compensation expense — — 2,490 — — 2,490
Shares issued upon vesting of restricted stock units and for exercises of stock options 157,571 — 351 — — 351
Net loss — — — — (29,764) (29,764)
Other comprehensive income — — — (1,026) — (1,026)
Balances at September 30, 2021 206,738,499 $ — $ 2,020,254 $ 1,515 $ (1,890,522) $ 131,247

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

~~Table of Contents~~

~~Precigen, Inc. and Subsidiaries~~

~~Condensed Consolidated Statements of Shareholders' Equity~~

~~(Unaudited)~~

(Amounts in thousands, except share data) Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income (Loss) Accumulated
Deficit Total
Shareholders'
Equity
Shares Amount
Balances at December 31, 2021 206,739,874 $ — $ 2,022,701 $ 203 $ (1,915,556) $ 107,348
Cumulative effect of adoption of ASU 2020-06 — — (36,868) — 18,672 (18,196)
Stock-based compensation expense — — 7,996 — — 7,996
Shares issued upon vesting of restricted stock units and for exercises of stock options 354,089 — 1 — — 1
Shares issued for accrued compensation 772,071 — 1,698 — — 1,698
Shares issued as payment for services 283,987 — 576 — — 576
Net income — — — — 50,493 50,493
Other comprehensive loss — — — (7,384) — (7,384)
Balances at September 30, 2022 208,150,021 $ — $ 1,996,104 $ (7,181) $ (1,846,391) $ 142,532


(Amounts in thousands, except share data)	(Amounts in thousands, except share data)	Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Income		Accumulated Deficit				Total Shareholders' Equity							(Amounts in thousands, except share data)		Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Shareholders' Equity
		Shares	Amount										(Amounts in thousands, except share data)	Shares				Amount			Additional Paid-in Capital
Balances at December 31, 2020		187,663,207	$	—			$	1,886,567						$			3,997		$	(1,823,390)				$	67,174
Balances at December 31, 2021																							Balances at December 31, 2021		206,739,874		$	—		$	2,022,701		$	203		$	(1,915,556)		$	107,348
Cumulative effect of adoption of ASU 2020-06																						Cumulative effect of adoption of ASU 2020-06		—					(36,868)			—			18,672			(18,196)
Stock-based compensation expense	Stock-based compensation expense	—	—		11,462				—		—				11,462							Stock-based compensation expense		—		—			3,562			—			—			3,562
Shares issued upon vesting of restricted stock units and for exercises of stock options	Shares issued upon vesting of restricted stock units and for exercises of stock options	1,750,521	—		603				—		—				603							Shares issued upon vesting of restricted stock units and for exercises of stock options		354,089		—			1			—			—			1

Shares issued for accrued compensation																						Shares issued for accrued compensation		315,327		—			1,698			—			—			1,698
Shares issued as payment for services	Shares issued as payment for services	74,771	—		577				—		—				577							Shares issued as payment for services		283,987		—			576			—			—			576
Shares issued in public offerings, net of issuance costs		17,250,000	—		121,045				—		—				121,045

Noncash dividend																						Noncash dividend		—		—			—			—			—			—
Net loss	Net loss	—	—		—				—		(67,132)				(67,132)							Net loss		—		—			—			—			(19,251)			(19,251)

Other comprehensive loss	Other comprehensive loss	—	—		—				(2,482)		—				(2,482)							Other comprehensive loss		—		—			—			(1,902)			—			(1,902)
Balances at September 30, 2021		206,738,499	$	—	$	2,020,254			$	1,515	$	(1,890,522)			$	131,247
Balances at March 31, 2022																						Balances at March 31, 2022		207,693,277		$	—		$	1,991,670		$	(1,699)		$	(1,916,135)		$	73,836

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

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Precigen, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2022		2021		(Amounts in thousands)	2023		2022
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income (loss)		$	50,493	$	(67,132)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net loss						Net loss	$	(22,734)	$	(19,251)
Adjustments to reconcile net loss to net cash used in operating activities:						Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	Depreciation and amortization	9,044		10,442		Depreciation and amortization	1,711		3,292
Gain on disposals of assets, net		421		89
Loss on disposals of assets, net						Loss on disposals of assets, net	—		125
Impairment of goodwill	Impairment of goodwill	482		—		Impairment of goodwill	—		482
Impairment of other noncurrent assets		638		543
Gain on sale of discontinued operations		(94,702)		—

Gain on debt retirement	Gain on debt retirement	(1,285)		—		Gain on debt retirement	(106)		—

Amortization of premiums on investments, net		667		893
Equity in net (income) loss of affiliates		(861)		3

Amortization of (discounts) premiums on investments, net						Amortization of (discounts) premiums on investments, net	(203)		265
Equity in net loss of affiliates						Equity in net loss of affiliates	—		1
Stock-based compensation expense	Stock-based compensation expense	7,996		11,462		Stock-based compensation expense	3,131		3,562
Shares issued as payment for services	Shares issued as payment for services	576		577		Shares issued as payment for services	545		576
Provision for credit losses	Provision for credit losses	944		1,219		Provision for credit losses	—		334
Accretion of debt discount and amortization of deferred financing costs	Accretion of debt discount and amortization of deferred financing costs	934		8,641		Accretion of debt discount and amortization of deferred financing costs	34		284
Deferred income taxes	Deferred income taxes	(162)		(180)		Deferred income taxes	(55)		(58)
Noncash gain on termination of operating leases		—		(4,602)
Other noncash items		105		—

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Receivables:	Receivables:					Receivables:
Trade	Trade	(2,446)		(5,285)		Trade	(793)		(3,638)
Related parties		54		(47)

Other	Other	230		(610)		Other	(925)		21
Inventory		2,408		1,422

Prepaid expenses and other	Prepaid expenses and other	(1,305)		(388)		Prepaid expenses and other	743		2,102
Other assets	Other assets	(1)		282		Other assets	(27)		42
Accounts payable	Accounts payable	728		(678)		Accounts payable	(249)		(588)
Accrued compensation and benefits	Accrued compensation and benefits	(578)		(304)		Accrued compensation and benefits	1,936		(3,462)
Other accrued liabilities	Other accrued liabilities	(479)		1,505		Other accrued liabilities	(1,597)		(1,086)
Deferred revenue	Deferred revenue	(23,343)		903		Deferred revenue	22		(1,767)
Lease liabilities	Lease liabilities	(79)		107		Lease liabilities	195		(18)
Related party payables	Related party payables	(78)		4		Related party payables	—		(1)
Other long-term liabilities	Other long-term liabilities	(50)		(50)		Other long-term liabilities	(16)		—

Net cash used in operating activities	Net cash used in operating activities	(49,649)		(41,182)		Net cash used in operating activities	(18,388)		(18,783)

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

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Precigen, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2022		2021		(Amounts in thousands)	2023		2022
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Purchases of investments	Purchases of investments	$	—	$	(174,221)	Purchases of investments	$	(108,163)	$	—
Sales and maturities of investments	Sales and maturities of investments	56,967		82,000		Sales and maturities of investments	57,909		18,000

Purchases of property, plant and equipment	Purchases of property, plant and equipment	(4,871)		(4,474)		Purchases of property, plant and equipment	(154)		(1,579)
Proceeds from sale of assets	Proceeds from sale of assets	594		2,537		Proceeds from sale of assets	—		147
Proceeds from sale of discontinued operations		162,306		—

Proceeds from repayment of notes receivable		—		3,689
Net cash provided by (used in) investing activities		214,996		(90,469)

Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(50,408)		16,568
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Proceeds from issuance of shares, net of issuance costs	Proceeds from issuance of shares, net of issuance costs	—		121,045		Proceeds from issuance of shares, net of issuance costs	73,501		—

Repurchase of Convertible Notes		(115,658)		—

Payments of long-term debt	Payments of long-term debt	(353)		(351)		Payments of long-term debt	(29,270)		(164)
Payments of cost to retire long-term debt						Payments of cost to retire long-term debt	(57)		—
Proceeds from stock option exercises	Proceeds from stock option exercises	1		603		Proceeds from stock option exercises	—		1

Net cash (used in) provided by financing activities		(116,010)		121,297
Net cash provided by(used in) financing activities						Net cash provided by(used in) financing activities	44,174		(163)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(804)		264		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(28)		(230)
Net increase (decrease) in cash, cash equivalents, and restricted cash		48,533		(10,090)
Net decrease in cash, cash equivalents, and restricted cash						Net decrease in cash, cash equivalents, and restricted cash	(24,650)		(2,608)
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash					Cash, cash equivalents, and restricted cash
Beginning of period	Beginning of period	43,343		52,250		Beginning of period	48,596		43,343
End of period	End of period	$	91,876	$	42,160	End of period	$	23,946	$	40,735
Supplemental disclosure of cash flow information	Supplemental disclosure of cash flow information					Supplemental disclosure of cash flow information
Cash paid during the period for interest	Cash paid during the period for interest	$	8,187	$	7,116	Cash paid during the period for interest	$	924	$	3,535
Cash paid during the period for income taxes		—		4
Significant noncash activities

Accrued compensation paid in equity awards	Accrued compensation paid in equity awards	$	1,698	$	—	Accrued compensation paid in equity awards	$	3,361	$	1,698
Purchases of property and equipment included in accounts payable and other accrued liabilities	Purchases of property and equipment included in accounts payable and other accrued liabilities	199		108		Purchases of property and equipment included in accounts payable and other accrued liabilities	24		251

Proceeds from sale of assets included in accounts receivable	Proceeds from sale of assets included in accounts receivable	147		124		Proceeds from sale of assets included in accounts receivable	—		132
Issuance costs included in accounts payable and other accrued liabilities						Issuance costs included in accounts payable and other accrued liabilities	719		—

The following table provides a reconciliation of the cash, cash equivalents, and restricted cash balances as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 as shown above:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	9,067	$	36,423	Cash and cash equivalents	$	9,740	$	4,858
Restricted cash	Restricted cash	82,443		—		Restricted cash	13,800		43,339
Cash and cash equivalents included in current assets held for sale		—		6,497

Restricted cash included in other assets	Restricted cash included in other assets	366		423		Restricted cash included in other assets	406		399
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash	$	91,876	$	43,343	Cash, cash equivalents, and restricted cash	$	23,946	$	48,596

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

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Precigen, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in thousands, except share and per share data)

1. Organization

Precigen, Inc. ("Precigen"), a Virginia corporation, is a synthetic biology company with a focus on its discovery and clinical stage activities to advance the next generation of gene and cellular therapies to target the most urgent and intractable challenges in immuno-oncology, autoimmune disorders, and infectious diseases. Precigen operates through the following subsidiaries:

~~PGEN Therapeutics, Inc. ("PGEN Therapeutics") is a~~ dedicated discovery and ~~clinical stage~~clinical-stage biopharmaceutical company advancing the next generation of gene and cell therapies ~~using precision~~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. ~~PGEN Therapeutics is a~~Precigen has developed an extensive pipeline of therapies across multiple indications within these core focus areas. Precigen’ primary operations are located in the State of Maryland.

Precigen also has two wholly owned ~~subsidiary of Precigen with primary operations in Maryland.~~

operating subsidiaries. Precigen ActoBio, Inc. ("ActoBio"), and Exemplar Genetics,LLC, doing business as Precigen Exemplar ("Exemplar").

ActoBio is pioneering a proprietary class of microbe-based biopharmaceuticals that enable expression and local delivery of disease-modifying therapeutics, ~~and is a wholly owned subsidiary of Precigen~~ with its primary operations located in Ghent, Belgium.

Exemplar ~~Genetics, LLC, doing business as Precigen 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, as well as enabling the production of cells and organs in its genetically engineered swine for regenerative medicine ~~applications and is a wholly owned subsidiary of Precigen with~~applications. Exemplar’s primary operations ~~in Iowa.~~

Effective October 1, 2019, Precigen transferred substantially all of its proprietary methane bioconversion platform ("MBP") assets to a wholly owned subsidiary, MBP Titan LLC ("MBP Titan"). MBP Titan's proprietary technology is designed to convert natural gas into more valuable and usable energy and chemical products through novel, highly engineered bacteria that utilize specific energy feedstocks. Prior to October 1, 2019, the operation transferred to MBP Titan was an operating division within Precigen. Beginningare located in the ~~second quarter~~State of 2020, the Company suspended MBP Titan's operations and began the process to wind down MBP Titan's activities and had substantially completed the wind down by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021. With the exception of certain assets and obligations with which the Company had a continuing involvement after the wind down, MBP Titan has been presented as discontinued operations for all periods presented. See Note 3 for further discussion.

On August 18, 2022, Precigen completed the previously announced 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. See Note 3 for further discussion. Trans Ova was formerly a separate reportable segment.

Iowa.

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

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in the Company's annual financial statements have been condensed or omitted. These interim condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for fair statement of the Company's financial position as of ~~September 30, 2022~~March 31, 2023 and results of operations and cash flows for the interim periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022. The year-end condensed consolidated balance sheet data was derived from the Company's audited financial statements but does not include all disclosures required by U.S. GAAP. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, ~~2022,~~2023, or for any other future annual or interim period. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with

~~Table of Contents~~

the audited consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

The accompanying condensed consolidated financial statements reflect the operations of Precigen and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Liquidity

Management believes that existing liquid assets as of March 31, 2023 will allow the Company to continue its operations for at least a year from the issuance date of these condensed consolidated financial statements. These condensed consolidated financial statements are presented in United States dollars. Additionally, the condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and ~~Going Concern~~

the satisfaction of liabilities in the normal course of business. During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the Company incurred a net loss ~~from continuing operations~~ of ~~$57,601 and used $49,649 of cash in its operations,~~$22,734 and, as of ~~September 30, 2022,~~March 31, 2023, had an accumulated deficit of ~~$1,846,391. The Company has incurred operating losses since its inception and management~~$1,891,301. Management expects operating losses and negative cash flows ~~from operations~~ to continue for the foreseeable future and, as a result, the Company will require additional capital to fund its operations and execute its business plan. In ~~addition, as~~the absence of ~~September 30, 2022, the Company had $153,770 in cash, cash equivalents, short-term investments, and restricted cash, and had no committed~~a significant source of recurring revenue, the Company's long-term success is dependent upon its ability to continue to raise additional ~~funding from either~~capital in order to fund ongoing research and development (which could occur through debt or equity ~~financings, although the Company may, in its discretion, sell equity securities under the terms of the at-the-market~~issuances, sales ~~agreement (See Note 13), subject to certain conditions and limitations.~~Given the Company’s current cash position and forecasted negative cash flows from operating activities for the foreseeable future, as well as convertible notes with a face value of $82,440 that are due on July 1, 2023 (See Note 11), management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to fund its operations on an ongoing basis is dependent upon the successful execution of management’s plans, which include raising additional capital in the near term. This additional capital could be raised through a combination of non-dilutive financings (including collaborations, strategic alliances, monetizationor partnerships of non-core assets, ~~marketing, distribution~~collaborations or ~~licensing arrangements), dilutive financings (including equity and/~~out-licensing of core or debt financings) and, in the longer term, from revenue related to product sales, to the extent its product candidates receive marketing approval and can be commercialized. There can be no assurance that new financings or other transactions will be available to the Company on commercially acceptable terms, or at all.~~Also, any collaborations, strategic alliances, monetization of~~ non-core assets, or ~~marketing, distribution~~other transactions), adequately satisfy or ~~licensing arrangement may require the Company to give up some or all~~renegotiate debt obligations, obtain regulatory approval of its ~~rights to a~~therapeutic product ~~or technology, which in some cases may be at less than the full potential value~~candidates, successfully commercialize its therapeutic product candidates, generate revenue, meet its obligations and, ultimately, attain profitable operations.

Table of ~~such rights.~~If the Company is unable to obtain additional capital, the Company will assess its capital resources and may be required to delay, reduce the scope of, or eliminate some or all of its operations, which may include research and development and clinical trials. This may have a material adverse effect on the Company’s business, financial condition, results of operations and ability to operate as a going concern.Contents

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern.

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 other products and companies, and the technical risks associated with the successful research, development, and clinical manufacturing of its and its collaborators' therapeutic product candidates.

~~In addition, COVID-19 has had~~

Research and ~~continues~~Development

The Company considers that regulatory requirements inherent in the research and development of new products preclude it from capitalizing such costs. Research and development expenses include salaries and related costs of research and development personnel, including stock-based compensation expense, costs to ~~have an extensive impact on the global health~~acquire technology rights, contract research organizations and ~~economic environments. Furthermore, there is uncertainty regarding the duration~~consultants, facilities, materials and ~~severity of the ongoing pandemic,~~supplies associated with research and ~~the Company could experience delays or other pandemic-related events that may adversely impact the Company's clinical~~development projects as well as ~~preclinical pipeline candidates~~various laboratory studies. Costs incurred in ~~the future.~~conjunction with collaboration and licensing arrangements are included in research and development. Indirect research and development costs include depreciation, amortization, and other indirect overhead expenses.

The Company has research and development arrangements with third parties that include upfront and milestone payments. As of March 31, 2023 and December 31, 2022, the Company had research and development commitments with third parties that had not yet been incurred totaling $18,153 and $19,909, respectively. The commitments are generally cancellable by the Company by providing written notice at least sixty days before the desire termination date.

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Cash balances at a limited number of banks may periodically exceed insurable amounts. The Company believes that it mitigates its risk by investing in or through major financial institutions. Recoverability of investments is ~~closely monitoring~~dependent upon the ~~impact of COVID-19 on all aspects of its businesses. Given the dynamic nature of these circumstances, the full impact~~performance of the ~~COVID-19 pandemic~~issuer. As of March 31, 2023 and December 31, 2022, the Company had cash equivalent investments in highly liquid money market accounts at major financial institutions of $5,626 and $3, respectively, which is included in cash and cash equivalents in the accompanying consolidated balance sheets.

Restricted Cash

Included in the condensed consolidated balance sheet as of March 31, 2023 and December 31, 2022, is restricted cash of $13,800 and $43,339, respectively. This cash is restricted for the permitted purposes related to our Convertible Notes, including the resolution of such notes.

Short-term and Long-Term Investments

As of March 31, 2023 and December 31, 2022 short-term and long-term investments include United States government debt and agency 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. The Company reevaluates such classification at each balance sheet date.

Fair Value of Financial Instruments

Fair value is the ~~Company's ongoing business, results of operations,~~price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset and ~~overall financial performance~~liability. As a basis for considering such assumptions, the Company uses a three-tier fair value hierarchy that prioritizes the inputs used in ~~future periods cannot be reasonably estimated at this time,~~its fair value measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and ~~it could have a material adverse effect on~~ the ~~Company's results of operations, cash flows, and financial position, including resulting impairments~~lowest priority to ~~goodwill and long-lived assets and additional credit losses.~~

~~See Note~~unobservable inputs (Level 3 ~~for further discussion~~measurements). The three levels of the ~~impact of COVID-19 on MBP Titan.~~fair value hierarchy are as follows:

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~~Equity Method Investments~~

The Company accounts for its investments in each of its joint ventures ("JVs") using the equity method of accounting based upon relative ownership interest. See additional discussion related to certain of the Company's JVs in Note 4.

~~Variable Interest Entities~~

As of December 31, 2021 and through July 2022, the Company determined that its JVs were variable interest entities ("VIEs"). The Company was not the primary beneficiary for these entities since it did not have the power to direct the activities that most significantly impact the economic performance of the VIEs. As of December 31, 2021 and through July 2022, the Company had no risk of loss related to the identified VIEs. In July 2022, ~~the Company obtained substantially all of the membership interests that were previously owned by others of these VIEs, and began consolidating those entities at the time of the acquisitions.The operations and financial position of those entities were not material as of and for the~~ ~~three and nine months ended September 30, 2022. See Note 4 and Note 16 for additional discussion.~~


Level 1:			Quoted prices in active markets for identical assets and liabilities;

Level 2:			Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3:			Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available.

Net Loss per Share

Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net 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 and the if-converted method. For purposes of the diluted net loss per share calculation, shares to be issued pursuant to convertible debt, stock options, RSUs, and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive ~~to loss from continuing operations and,~~as described in the next paragraph, therefore, basic and diluted net loss per share were the same for all periods presented. See Note 11 for the further discussion of the Company's Share Lending Agreement.

In accordance with Accounting Standards Codification (“ASC”) 260, the control number for determining whether including potential common shares in the diluted earnings per share, or EPS, computation would be antidilutive is income (loss) 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 including discontinued operations. The following potentially dilutive securities as of ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ have been excluded from the above computations of diluted weighted average shares outstanding for the three ~~and nine~~ months then ended as they would have been anti-dilutive:


		September 30,			March 31,
		2022	2021		2023	2022
Convertible debt		4,836,112	11,732,440

Options	Options	15,317,186	12,249,109	Options	16,945,209	16,034,553
Restricted stock units	Restricted stock units	697,815	468,481	Restricted stock units	1,877,308	1,185,205
Warrants	Warrants	121,888	121,888	Warrants	—	121,888
Total	Total	20,973,001	24,571,918	Total	18,822,517	17,341,646

In addition, the Company's Convertible Notes convert at an exercise price of approximately $17.05 per share of common stock, representing approximately 812,178 shares at March 31, 2023 and 11,732,440 shares at March 31, 2022. The shares underlying the Convertibles Notes were considered for the dilutive calculation but were excluded in all periods presented as their effect is antidilutive. See Note 9 for further discussion of the Convertible Notes.

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 ~~and the operating segments, which were determined to be operating and reportable segments, are~~consists of (i) Biopharmaceuticals and (ii) ~~Exemplar.~~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 ~~PGEN Therapeutics~~Precigen and ActoBio. See Note 1 for a description of ~~PGEN Therapeutics,~~Precigen, ActoBio and Exemplar. ~~Corporate~~Prior to January 1, 2023, corporate expenses ~~which are~~were not allocated to the segments and ~~are~~were managed at a consolidated ~~level,~~level. Corporate expenses, include costs associated with general and administrative functions, including the Company's finance, accounting, legal, human resources, information technology, ~~business development,~~corporate communication, and investor relations functions. Corporate expenses exclude interest expense, depreciation and amortization, gain or loss on disposals of assets, stock-based compensation expense, loss on settlement agreement, and equity in net loss of affiliates and include unrealized and realized gains and losses on the Company's securities ~~portfolio. The Company's segment presentation excludes amounts related~~portfolio as well as dividend income. Beginning in the first quarter of 2023, the Company allocated certain corporate expenses to Precigen as its operations directly benefited from these expenditures, and are now included in the Biopharmaceuticals reportable segment. As presented in Note 15, the prior year period has been reclassified to conform to the ~~operations of Trans Ova and MBP Titan which are reported as discontinued operations (Note 3). See Note 18 for further discussion of the Company's segments.~~current period’s presentation.

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

Table of Contents

date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

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~~Recently~~ Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments.

We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition method, which resulted in an increase to our reported long-term debt outstanding, net of current portion, of $18,196, a decrease to our additional paid-in capital of $36,868, and a corresponding cumulative-effect reduction to our opening accumulated deficit of $18,672. The adoption of ASU 2020-06 is expected to reduce non-cash interest expense related to existing convertible debt outstanding by approximately $11,800 for the year ending December 31, 2022, and did not have an impact on our consolidated cash flows. The use of the if-converted method did not have an impact on our overall earnings per share calculation.

Recently Issued Accounting Pronouncements Not Yet Adopted

There are no accounting standards which have not yet been adopted that are expected to have a significant impact on our financial statements and related disclosures.

3. Discontinued Operations

Where applicable, the notes to the accompanying condensed consolidated financial statements have been updated to reflect information pertaining to the Company's continuing operations based on the discontinued operations summarized below.

Trans Ova

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 ~~previously announced~~ 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, consisting of $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 ~~approximately $1,000 is expected to be~~$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.

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 connection with the Transaction, the Company, as of ~~September 30, 2022,~~March 31, 2023, holds ~~a total~~restricted cash of ~~$82,443,~~$13,800, in a segregated account to be used for certain permitted purposes, including resolution of the Company’s outstanding ~~convertible notes~~Convertible Notes as discussed further in Note ~~11.~~9. In addition, the Company is required to indemnify the Buyer for certain expenses incurred post close (related to covenants and certain additional specified liabilities including certain patent infringement lawsuits), if incurred, in amounts not to exceed $5,750, which was recorded as a reduction of the gain on divestiture in the ~~three and nine months ended September 30,~~third quarter of 2022, and is included in other accrued liabilities as of ~~September 30, 2022.~~March 31, 2023. To date, the Company has not received an indemnification claim.

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~~The carrying values of the major classes of assets and liabilities included in assets and liabilities held for sale~~There were no discontinued operations related to Trans Ova ~~as of December~~for the three months ended March 31, ~~2021, are as follows:~~


	December 31, 2021
~~Assets~~
~~Cash and cash equivalents~~	$	~~6,497~~
~~Trade receivables, net~~	~~19,491~~
~~Inventory~~	~~12,935~~
~~Other current assets~~	~~1,265~~
~~Property, plant and equipment, net~~	~~25,716~~
~~Intangible assets, net~~	~~1,824~~
~~Goodwill~~	~~16,594~~
~~Right-of-use assets~~	~~910~~
~~Other noncurrent assets~~	~~252~~
~~Total assets held for sale~~	$	~~85,484~~
~~Liabilities~~
~~Accounts payable~~	$	~~2,293~~
~~Accrued compensation and benefits~~	~~3,367~~
~~Other accrued liabilities~~	~~3,778~~
~~Deferred revenue~~	~~2,952~~
~~Current portion of long-term debt~~	~~350~~
~~Other current liabilities~~	~~111~~
~~Long-term debt, net of current portion~~	~~2,867~~
~~Other long-term liabilities~~	~~805~~
~~Total liabilities held for sale~~	$	~~16,523~~

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2023. The following table presents the financial results of discontinued operations related to Trans Ova for the three ~~and nine~~ months ended ~~September 30, 2022 and 2021:~~March 31, 2022:

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Product revenues $ 4,322 $ 6,743 $ 21,494 $ 20,153
Service revenues 7,880 11,485 49,657 48,916
Total revenues 12,202 18,228 71,151 69,069
Cost of products 4,163 7,010 18,634 17,895
Cost of services 4,352 6,988 22,701 21,400
Research and development 481 486 2,348 1,367
Selling, general and administrative 3,204 7,683 15,215 17,162
Total operating expenses 12,200 22,167 58,898 57,824
Operating income (loss) 2 (3,939) 12,253 11,245
Other income, net 319 434 1,139 1,133
Gain on divestiture 94,702 — 94,702 —
Income (loss) before income taxes 95,023 (3,505) 108,094 12,378
Income tax (expense) benefit — — — —
Income (loss) from discontinued operations $ 95,023 $ (3,505) $ 108,094 $ 12,378

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Product revenues	$	8,232
Service revenues	18,276
Total revenues	26,508
Cost of products and services	15,405

Research and development	959
Selling, general and administrative	5,887
Total operating expenses	22,251
Operating income	4,257
Other income, net	390



Income from discontinued operations	$	4,647

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 condensed consolidated statements of cash flows:~~

Nine Months Ended
September 30,
2022 2021
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization $ 3,574 $ 4,268
Loss on disposal of assets 421 547
Stock-based compensation expense 9 272
Provision for credit losses 944 1,035
Cash flows from investing activities
Purchases of property, plant and equipment (3,529) (2,731)
Proceeds from sale of assets 594 1,425

~~MBP Titan~~

As a result of market uncertainty driven by the COVID-19 pandemic and the state of the energy sector raising significant challenges for the strategic alternatives pursued by MBP Titan, beginning in the second quarter of 2020 and throughout the remainder of 2020, the Company suspended MBP Titan's operations, preserved certain of MBP Titan's intellectual property, terminated all of its personnel, and undertook steps to dispose of its other assets and obligations. The wind down of MBP Titan's activities was substantially completed by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021. This discontinuation of operations represented the continuation of a strategic shift to becoming a primarily healthcare company advancing technologies and products that address complex healthcare challenges that the Company commenced in 2020. The assets, liabilities, and expenses related to the discontinued operations of MBP Titan are presented as discontinued operations in the accompanying condensed consolidated financial statements for all periods.

The January 2021 sale of property and equipment resulted in a gain on disposal of assets of $464, which is included in income from discontinued operations in the accompanying condensed consolidated statement of operations for the nine months ended

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September 30, 2021. In January 2021, the Company executed termination and recapture agreements with the landlord of the leased facility used in MBP Titan's operations, thereby relieving the Company of all of its obligations related to the facility that were originally due to expire in July 2025. This lease termination resulted in a gain of $4,602, which is also included in income from discontinued operations in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2021.

After the wind down of MBP Titan, certain assets and contractual obligations which were previously managed by MBP Titan continue to be managed at the Precigen corporate level. These remaining assets and contractual obligations include the Company's equity interest in and collaboration agreements with Intrexon Energy Partners, LLC ("Intrexon Energy Partners"), and Intrexon Energy Partners II, LLC ("Intrexon Energy Partners II"), including the associated deferred revenue remaining under each collaboration agreement which was recognized as revenue in the third quarter of 2022 upon acquiring control of these entities (See Notes 2, 4, 5 and 16), as well as the associated intellectual property developed by MBP Titan to date. These assets, liabilities, and related historical revenue and equity losses are included in the Company's operating results from continuing operations in the accompanying condensed consolidated financial statements for all periods presented as a result of the Company's continuing involvement.

~~There were no discontinued operations related to MBP Titan~~ for the three ~~and nine~~ months ended ~~September 30, 2022. The following table presents the financial results of discontinued operations related to MBP Titan for the three and nine months ended September 30, 2021:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2021
Operating gain 60 4,599
Operating gain 60 4,599
Gain from discontinued operations $ 60 $ 4,599

The following table presents the significant noncash items, purchases of property, plant and equipment, and proceeds from sales of assets for the discontinued operations related to MBP Titan for the nine months ended September 30, 2021March 31, 2022 that are included in the accompanying condensed consolidated statements of cash flows.



	Nine Months Ended September 30,
		~~2021~~
Adjustments to reconcile net ~~loss~~income to net cash used in operating activities



~~Gain on disposals of assets~~Depreciation and amortization		$	~~(464)~~1,374
(Gain) Loss on disposal of assets		125




Stock-based compensation expense		38

~~Noncash gain on termination of leases~~Provision for credit losses		~~(4,602)~~334

Cash flows from investing activities
Purchases of property, plant and equipment		(1,083)
Proceeds from sale of assets		147
Cash flows from financing activities
~~Proceeds from sales~~Payments of ~~assets~~long-term debt		~~1,083~~ (112)

~~4. Investments in Joint Ventures~~

~~Intrexon Energy Partners~~

In 2014, the Company and certain investors (the "IEP Investors"), including an affiliate of Third Security, LLC ("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 exclusive channel collaboration ("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. The IEP Investors made initial capital contributions, totaling $25,000 in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners totaling 50%. In addition, Precigen committed to make capital contributions of up to $25,000, and the IEP Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners, committed to make additional capital contributions of up to $25,000, at the request of Intrexon Energy Partners' board of managers (the "Intrexon Energy Partners Board") and subject to certain limitations. Intrexon

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Energy Partners is governed by the Intrexon Energy Partners Board, which has five members. Prior to Precigen’s purchase of certain membership interests from the IEP Investors in the third quarter of 2022 as discussed below and in Notes 3 and 16, 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 now has the right to designate all members of the Intrexon Energy Partners Board.

The Company's investment in Intrexon Energy Partners was $(428) as of December 31, 2021, and is included in other accrued liabilities in the accompanying condensed consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners.

~~See Notes 3 and 16 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 provides 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. The IEPII Investors made initial capital contributions, totaling $18,000 in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners II totaling 50%. In December 2015, the owners of Intrexon Energy Partners II made a capital contribution of $4,000, half of which was paid by the Company. Precigen committed to make additional capital contributions of up to $10,000, and the IEPII Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners II, committed to make additional capital contributions of up to $10,000, at the request of Intrexon Energy Partners II's board of managers (the "Intrexon Energy Partners II Board") and subject to certain limitations. Intrexon Energy Partners II is governed by the Intrexon Energy Partners II Board, which has 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 all 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 now has the right to designate all members of the Intrexon Energy Partners II Board.

The Company's investment in Intrexon Energy Partners II was $(435) as of December 31, 2021, and is included in other accrued liabilities in the accompanying condensed consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners II.

~~See Notes 3 and 16 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~~

As discussed in Note 16, under the Arbitration Matter (as defined in Note 16) the Company acquired certain membership interests in both Intrexon Energy Partners and Intrexon Energy Partners II in the third quarter of 2022 for an aggregate amount of approximately $7,000.The Company recorded the $7,000 payment as a reduction of the revenue that was recognized in the third quarter of 2022 (from deferred revenue – see Note 5) upon the Company obtaining control of Intrexon Energy Partners and Intrexon Energy Partners II. The fair value of the net assets of Intrexon Energy Partners and Intrexon Energy Partners II at the acquisition date is deemed to be substantially $0.

5.4. Collaboration and Licensing Revenue

~~Historically, the Company has derived collaboration and licensing revenue through agreements with counterparties for the development and commercialization of products enabled by the~~The Company's ~~technology platforms. These~~ collaborations and licensing agreements may provide for multiple promises to be satisfied by the Company and typically include a license to the Company's technology platforms, participation in collaboration committees, and performance of certain research and development services. Based on the nature of the promises in the Company's collaboration and licensing agreements, the Company typically combines most of its promises into a single performance obligation because the promises are highly interrelated and not individually distinct. Options to acquire additional services are considered to determine if they constitute material rights. At contract inception, the transaction price is typically the upfront payment received and is allocated to the performance obligations. 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.

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The Company recognizes the reimbursement payments received for research and development efforts in the period when the services are performed, in connection with the single performance obligation discussed above. The reimbursements relate specifically to the Company's efforts to provide services, and the reimbursements are consistent with what the Company would typically charge other collaborators for similar services. The Company assesses the uncertainty of when and if any milestones will be achieved to determine whether the milestone is included in the transaction price. The Company then assesses whether the revenue is constrained based on whether it is probable that a significant reversal of revenue would not occur when the uncertainty is resolved. Royalties, including sales-based milestones, received under the agreements will be recognized as revenue when sales have occurred because the Company applies the sales- or usage-based royalties recognition exception provided for under ASC Topic 606. The Company determined the application of this exception is appropriate because at the time the royalties are generated, the technology license granted in the agreement is the predominant item to which the royalties relate.

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

~~Intrexon Energy Partners and Intrexon Energy Partners II Collaborations~~

In July 2022, the Company obtained control of the Board of Managers of each of Intrexon Energy Partners and Intrexon Energy Partners II (as discussed in Notes 3, 4, and 16). Based on its assessment of the status of each collaboration, the Company determined that there was a substantial likelihood thatThere were no ~~further performance obligations would occur under the respective collaboration agreements. Accordingly, the Company~~material amounts 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 for an aggregate amount of approximately~~ ~~$7,000.~~

~~The following table summarizes the amounts recorded~~ as revenue ~~in the condensed consolidated statements of operations for each significant counterparty to a collaboration or licensing agreement~~ for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Intrexon Energy Partners, LLC $ 3,768 — $ 3,768 $ —
Intrexon Energy Partners II, LLC 10,793 — 10,793 —
Castle Creek Biosciences, Inc. — 18 — 371
Other — 4 — 18
Total (1) $ 14,561 $ 22 $ 14,561 $ 389

~~(1)Collaboration and licensing revenues recognized are associated with upfront and milestone payments which were previously deferred.~~

Excluding the agreements with Intrexon Energy Partners and Intrexon Energy Partners II, there have been no significant changes to the agreements with our collaborators and licensees in the three and nine months ended September 30, 2022.

2015

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Alaunos License Agreement

On April 3, 2023, the Company entered into an amended and restated exclusive license agreement (the “License Agreement”), with Alaunos Therapeutics (“Alaunos”). The License Agreement amended and replaced the terms of the Exclusive License Agreement by and between the Company and Alaunos, dated October 5, 2018.

Pursuant to the terms of the License Agreement, the Company has granted Alaunos an exclusive, worldwide, royalty-free, sub-licensable license to research, develop and commercialize T-cell receptor products, designed for neoantigens for the treatment of cancer or the treatment and prevention of human papilloma virus, or HPV, to the extent that the primary reason for such treatment or prevention is to prevent cancer, which is referred to as the HPV Field. The Company has also granted Alaunos an exclusive, worldwide, royalty-free, sub-licensable license for certain patents relating to the Sleeping Beauty technology to research, develop and commercialize TCR Products for both neoantigens and shared antigens for the treatment of cancer and in the HPV Field. The Company also granted Alaunos certain non-exclusive rights with respect to shared antigens, NK cells and gamma delta T-cells. Alaunos will be solely responsible for all aspects of the research, development and commercialization of the exclusively licensed products for the treatment of cancer and will not be subject to a diligence obligation with respect to such efforts.

Pursuant to the License Agreement, Alaunos no longer has any rights to certain of the Company’s technology including with respect to (i) products utilizing the Company’s RheoSwitch® gene switch, or RTS to express IL-12, or the IL-12 Products, for the treatment of cancer, (ii) chimeric antigen receptor, or CAR, products including CD19 and BCMA, or (iii) products utilizing an additional construct that expresses RTS IL-12, or Gorilla IL-12 Products, for the treatment of cancer and in the HPV Field. In addition, the Company may research, develop and commercialize products for the treatment of cancer, outside of the products exclusively licensed to Alaunos. Alaunos will provide the Company with certain access to information and materials related to Alaunos’s prior use of the Company’s technologies that is no longer within the scope of the License Agreement.

In consideration of the licenses and other rights granted by the Company, Alaunos will pay the Company an annual license fee of $0.1 million. Neither Alaunos nor the Company will have any other obligations with respect to the payment of milestones or royalties on products developed in connection with the License Agreement.

The Company has agreed that, during the term of the License Agreement, it will not use the licensed intellectual property to research, develop or commercialize any exclusive product for the treatment of cancer. The License Agreement will terminate on a product-by-product and/or country-by-country basis upon the expiration of the last to expire patent claim for a licensed product. In addition, Alaunos may terminate the License Agreement on a country-by-country or program-by-program basis following written notice to the Company, and either party may terminate the License Agreement following notice of a material breach. The License Agreement also contains customary representations, warranties and covenants from Alaunos and the Company, as well as customary provisions related to indemnity, confidentiality and other matters.

Deferred Revenue

Deferred revenue primarily consists of upfront and milestone consideration received for the Company's collaboration and licensing agreements. Revenue is recognized as services are performed. The arrangements classified as long-term ~~(of which $0 and $21,205 was related to agreements with Intrexon Energy Partners and Intrexon Energy Partners II as of September 30, 2022 and December 31, 2021, respectively )~~ are not active while the respective counterparties evaluate the status of the project and its desired future development activities since the Company cannot reasonably estimate the amount of service to be performed over the next year.

Deferred revenue consisted of the following:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Collaboration and licensing agreements	Collaboration and licensing agreements	$	1,818	$	23,023	Collaboration and licensing agreements	$	1,818	$	1,818
Prepaid product and service revenues	Prepaid product and service revenues	52		1,277		Prepaid product and service revenues	15		15
Other	Other	24		213		Other	—		10
Total	Total	$	1,894	$	24,513	Total	$	1,833	$	1,843
Current portion of deferred revenue	Current portion of deferred revenue	$	76	$	1,490	Current portion of deferred revenue	$	15	$	25
Long-term portion of deferred revenue	Long-term portion of deferred revenue	1,818		23,023		Long-term portion of deferred revenue	1,818		1,818
Total	Total	$	1,894	$	24,513	Total	$	1,833	$	1,843

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5. Short-term and Long-term Investments

The Company's investments are classified as available-for-sale. The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of ~~September 30, 2022:~~March 31, 2023:


		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value
U.S. government debt securities	U.S. government debt securities	$	63,400	$	—	$	(1,236)	$	62,164	U.S. government debt securities	$	96,820	$	—	$	(498)	$	96,322
U.S. agency securities										U.S. agency securities	992		—		—		992
Certificates of deposit	Certificates of deposit	96		—		—		96		Certificates of deposit	4,497		—		—		4,497
Total	Total	$	63,496	$	—	$	(1,236)	$	62,260	Total	$	102,309	$	—	$	(498)	$	101,811

The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, ~~2021:~~2022:


		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value
U.S. government debt securities	U.S. government debt securities	$	121,036	$	—	$	(331)	$	120,705	U.S. government debt securities	$	51,755	$	—	$	(760)	$	50,995
Certificates of deposit	Certificates of deposit	97		—		—		97		Certificates of deposit	97		—		—		97
Total	Total	$	121,133	$	—	$	(331)	$	120,802	Total	$	51,852	$	—	$	(760)	$	51,092

The estimated fair value of available-for-sale investments classified by their contractual maturities as of ~~September 30, 2022~~March 31, 2023 was:


Due within one year	$	~~62,260~~94,351
After one year through two years	—7,460
Total	$	~~62,260~~101,811

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

We do not intend to sell these investments nor is it more likely than not that the Company will be required to sell these investments, prior to maturity or recovery of amortized cost.

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7.6. Fair Value Measurements

The carrying amount of cash and cash equivalents, ~~restricted cash,~~ receivables, accounts payable, accrued compensation and benefits, other accrued liabilities, and related party payables approximate fair value due to the short maturity of these instruments.

Assets

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 ~~September 30, 2022:~~March 31, 2023:


		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		September 30, 2022			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		March 31, 2023
Assets	Assets									Assets
U.S. government debt securities	U.S. government debt securities	$	—	$	62,164	$	—	$	62,164	U.S. government debt securities	$	—	$	96,322	$	—	$	96,322
U.S. agency securities										U.S. agency securities			992				992
Certificates of deposit	Certificates of deposit	—		96		—		96		Certificates of deposit	—		4,497		—		4,497
Total	Total	$	—	$	62,260	$	—	$	62,260	Total	$	—	$	101,811	$	—	$	101,811

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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, ~~2021:~~2022:


		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2021			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2022
Assets	Assets									Assets
U.S. government debt securities	U.S. government debt securities	$	—	$	120,705	$	—	$	120,705	U.S. government debt securities	$	—	$	50,995	$	—	$	50,995
Certificates of deposit	Certificates of deposit	—		97		—		97		Certificates of deposit	—		97		—		97
Total	Total	$	—	$	120,802	$	—	$	120,802	Total	$	—	$	51,092	$	—	$	51,092

The method used to estimate the fair value of the Level 2 short-term and long-term debt investments in the tables above is based on professional pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets.

Liabilities

The calculated fair value of the ~~3.50% convertible senior notes due 2023 (the "Convertible Notes")~~Convertible Notes (Note ~~11)~~9) was approximately ~~$81,000~~$14,000 and ~~$160,000~~$43,000 as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, and is based on the recent third-party trades of the instrument as of the balance sheet date. The fair value of the Convertible Notes is classified as Level 2 within the fair value hierarchy as there is not an active market for the Convertible Notes, however, third-party trades of the instrument are considered observable inputs. The Convertible Notes are reflected on the accompanying condensed consolidated balance sheets at amortized cost, which was ~~$82,069~~$13,819 and ~~$179,882~~$43,219 as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021, respectively (see~~2022,

See Note ~~2 regarding adoption~~8 for discussion of ~~ASU 2020-06 on January 1, 2022).~~non-recurring fair value estimates used in calculating an impairment charge recorded during the three months ended March 31, 2022

~~8. Inventory~~

~~Inventory consists of the following:~~

September 30,
2022 December 31,
2021
Supplies, embryos and other production materials $ 19 $ 23
Livestock 200 303
Total inventory $ 219 $ 326

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9.7. Property, Plant and Equipment, Net

Property, plant and equipment consist of the following:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Land and land improvements	Land and land improvements	$	164	$	164	Land and land improvements	$	164	$	164
Buildings and building improvements	Buildings and building improvements	2,592		2,592		Buildings and building improvements	2,592		2,592
Furniture and fixtures	Furniture and fixtures	449		434		Furniture and fixtures	507		457
Equipment	Equipment	17,694		16,812		Equipment	18,428		18,006
Leasehold improvements	Leasehold improvements	3,495		3,366		Leasehold improvements	4,325		4,333
Breeding stock	Breeding stock	117		36		Breeding stock	128		123
Computer hardware and software	Computer hardware and software	4,518		4,823		Computer hardware and software	4,607		4,562
Construction and other assets in progress	Construction and other assets in progress	1,240		1,829		Construction and other assets in progress	151		531
		30,269		30,056			30,902		30,768
Less: Accumulated depreciation and amortization	Less: Accumulated depreciation and amortization	(22,658)		(21,457)		Less: Accumulated depreciation and amortization	(23,994)		(23,439)
Property, plant and equipment, net	Property, plant and equipment, net	$	7,611	$	8,599	Property, plant and equipment, net	$	6,908	$	7,329

Depreciation expense was ~~$564~~$506 and ~~$735~~$653 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $1,833 and $2,184 for the nine months ended September 30, 2022 and 2021,~~ respectively.

~~10.~~

Table of Contents

8. Goodwill and Intangible Assets, Net

The changes in the carrying amount of goodwill for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 were as follows:


Balance at December 31, ~~2021~~2022	$	~~37,554~~36,923
~~Impairment~~	~~(482)~~
Foreign currency translation adjustments	~~(359)~~43
Balance at ~~September 30, 2022~~March 31, 2023	$	~~36,713~~36,966

The Company recorded $482 of goodwill impairment related to the total goodwill assigned to one reporting unit within the biopharmaceutical segment during the first quarter of 2022.

The Company had $14,483 ~~and $14,001~~ of cumulative impairment losses as of ~~September 30, 2022~~both March 31, 2023 and December 31, ~~2021, respectively.~~2022.

Intangible assets consist of the following as of ~~September 30, 2022:~~March 31, 2023:

Gross Carrying Amount Accumulated Amortization Net
Patents, developed technologies and know-how $ 75,129 $ (32,713) $ 42,416
Customer relationships 1,600 (1,600) —
Trademarks 200 (200) —
Total $ 76,929 $ (34,513) $ 42,416

~~Table of Contents~~


	Gross Carrying Amount		Accumulated Amortization		Net
Patents, developed technologies and know-how	$	81,553	$	(37,705)	$	43,848
Customer relationships	1,600		(1,600)		—
Trademarks	200		(200)		—
Total	$	83,353	$	(39,505)	$	43,848

Intangible assets consist of the following as of December 31, ~~2021:~~2022:


		Gross Carrying Amount		Accumulated Amortization		Net			Gross Carrying Amount		Accumulated Amortization		Net
Patents, developed technologies and know-how	Patents, developed technologies and know-how	$	85,173	$	(32,882)	$	52,291	Patents, developed technologies and know-how	$	80,892	$	(36,437)	$	44,455
Customer relationships	Customer relationships	1,600		(1,600)		—		Customer relationships	1,600		(1,600)		—
Trademarks	Trademarks	200		(200)		—		Trademarks	200		(200)		—
Total	Total	$	86,973	$	(34,682)	$	52,291	Total	$	82,692	$	(38,237)	$	44,455

Amortization expense was ~~$1,151~~$1,205 and ~~$1,315~~$1,265 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $3,637 and $3,990 for the nine months ended September 30, 2022 and 2021,~~ respectively.

~~11.~~9. Lines of Credit and ~~Long-Term~~Short-Term Debt

Lines of Credit

Exemplar has a ~~$700~~$2,500 revolving line of credit ~~with American State Bank~~ that ~~matured~~matures on October 31, ~~2022, and is currently being renegotiated with the bank.~~2023. As of ~~September 30, 2022,~~March 31, 2023, the line of credit bore interest at a stated rate of ~~4.00%~~7.00% per annum. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there was no outstanding ~~balance.~~balance on the line of credit.

~~Long-Term~~Short-Term Debt

~~Long-term~~As of both March 31, 2023 and December 31, 2022, $13,819 and $43,219 of short- term debt ~~consists~~consisted solely of the ~~following:~~

September 30,
2022 December 31,
2021
Convertible debt (1) $ 82,069 $ 179,882
Other — 52
Long-term debt 82,069 179,934
Less current portion 82,069 52
Long-term debt, less current portion $ — $ 179,882

~~(1)See Note 2 regarding adoption of ASU 2020-06 as of January 1, 2022.~~Company's Convertible Notes.

Convertible Debt

Precigen Convertible Notes

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

Base Indenture, the "Indenture"). Precigen received net proceeds of $193,958 after deducting underwriting discounts and offering expenses of $6,042.

The Convertible Notes are senior unsecured obligations of Precigen and bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 1 and July 1 of each year beginning on January 1, 2019. The Convertible Notes mature on July 1, 2023 and are repayable in cash, unless earlier repurchased or converted. Upon conversion by the holders, the Convertible Notes are convertible into cash, shares of Precigen's common stock or a combination of cash and shares, at Precigen's election. The initial conversion rate of the Convertible Notes is 58.6622 shares of Precigen common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $17.05 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date as defined in the Indenture, Precigen will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event in certain circumstances. Prior to April 1, 2023, the holders may convert the Convertible Notes at their option only upon the satisfaction of the following circumstances:

•During any calendar quarter commencing after the calendar quarter ended on September 30, 2018, if the last reported sales price of Precigen's common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•During the five business day period after any five consecutive trading day period in which the trading price, as defined in the Indenture, for the Convertible Notes is less than 98% of the product of the last reported sales price of Precigen's common stock and the conversion rate for the Convertible Notes on each such trading day; or

•Upon the occurrence of specified corporate events as defined in the Indenture.

None of the above events allowing for conversion prior to April 1, 2023 occurred during the three ~~or nine~~ months ended ~~September 30, 2022.~~March 31, 2023. On or after April 1, 2023 until June 30, 2023, holders may convert their Convertible Notes at any time. ~~The~~Precigen may not redeem the Convertible Notes ~~do not allow Precigen to call the debt~~ prior to the maturity date.

If Precigen undergoes a fundamental change, as defined in the Indenture, holders of the Convertible Notes may require Precigen to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Indenture contains customary events of default, as defined in the agreement, and, if any of the events occur, could require repayment of a portion or all of the Convertible Notes, including accrued and unpaid interest. Additionally, the Indenture provides that Precigen shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to, another entity, unless (i) the surviving entity is organized under the laws of the United States and such entity expressly assumes all of Precigen's obligations under the Convertible Notes and the Indenture; and (ii) immediately after such transaction, no default or event of default has occurred and is continuing under the Indenture.

The net proceeds received from the issuance of the Convertible Notes were initially allocated between long-term debt, the liability component, in the amount of $143,723, and additional paid-in capital, the equity component, in the amount of $50,235. Additional paid-in capital was further reduced by $13,367 of deferred taxes resulting from the difference between the carrying amount and the tax basis of the Convertible Notes that is created by the equity component, which also resulted in deferred tax benefit recognized from the reversal of valuation allowances on the then current year domestic operating losses in the same amount.

As described in Note 2, the Company adopted ASU 2020-06 on January 1, 2022. Pursuant to ASU 2020-06, the equity components of the Convertible Notes separated from the debt components as required under the cash conversion model is required to be recombined into the Convertible Notes as a single instrument upon the adoption of ASU 2020-06. The Convertible Notes shall be accounted for as if the conversion option had not been separated. As the Company elected the modified retrospective approach, the difference between the accounting under the cash conversion model and new model after the adoption of ASU 2020-06 (i.e., the single debt instrument with no separation) was recorded as an adjustment on the adoption date (i.e., January 1, 2022) through accumulated deficit. Tax accounting consequences of the adoption also required the reversal of the previously reported deferred tax benefit on the date of adoption.

Adoption of ASU 2020-06 resulted in an increase to long-term debt outstanding, net of current portion, of $18,196, a decrease to additional paid-in capital of $36,868, and a decrease to accumulated deficit of $18,672. Interest expense recognized on the ~~convertible notes~~

Convertible Notes in future periods will be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost.

As discussed in Note 3, in connection with the sale of Trans Ova in 2022, the Company transferred a total of $200,000 into a segregated account to be used for certain permitted purposes, including resolution of the Company's outstanding Convertibles Notes. During the year December 31, 2022 and ~~subsequent to the quarter ended September 30, 2022,~~subsequently, the Company executed open market purchases of a portion of the outstanding Convertible Notes. During ~~the~~ three months ended ~~September 30, 2022,~~March 31, 2023, the Company ~~successfully~~ retired ~~$117,560~~$29,495 of principal balance from these purchases and recorded a gain on extinguishment of debt of approximately ~~$853,~~$54, which was recorded within Other income (expense), net, within the condensed consolidated statements of operations. The Company had previously retired $156,660 of principal balance from purchases during the year ended December 31, 2022. As of ~~September 30, 2022, $82,443~~March 31, 2023, $13,800 of restricted cash remained in the segregated account noted above for permitted purposes including the resolution of the Company's outstanding Convertible Notes. ~~Additionally, in October and November 2022, the Company completed additional purchases, retiring an additional principal balance totaling $26,400.~~

As of ~~September 30, 2022,~~March 31, 2023, the outstanding principal balance onof the Convertible Notes was ~~$82,440~~$13,845 and ~~their~~the carrying value of the Convertible Notes was ~~$82,069.~~$13,819. The effective interest rate on the Convertible Notes, including amortization of the long-term debt discount and

debt issuance costs, is 4.25%. As of ~~September 30, 2022,~~March 31, 2023, the unamortized long-term debt discount and debt issuance costs ~~related to the Convertible Notes~~ totaled ~~$371.~~$26.

The components of interest expense related to the Convertible Notes were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Cash interest expense	Cash interest expense	$	1,697	$	1,750	$	5,197	$	5,250	Cash interest expense	$	289	$	1,750
Non-cash interest expense	Non-cash interest expense	338		3,011		934		8,641		Non-cash interest expense	34		284
Total interest expense	Total interest expense	$	2,035	$	4,761	$	6,131	$	13,891	Total interest expense	$	323	$	2,034

Accrued interest of ~~$721~~$127 is included in other accrued liabilities on the accompanying condensed consolidated balance sheet as of ~~September 30, 2022.~~

~~Future Maturities~~

~~The Convertible Notes mature on July 1,~~March 31, 2023.

~~12.~~10. Income Taxes

~~Tax provisions~~For the three months ended March 31, 2023, the Company calculated its tax benefit using the estimated annual effective tax rate method.The rate is the ratio of estimated annual income tax expense related to estimated pretax loss from continuing operations, excluding significant unusual or infrequently occurring items.As a result of the pretax losses anticipated for the full year which are not benefited, this rate has been calculated and applied to the year-to-date interim ~~periods are~~period’s ordinary income or loss on a jurisdiction by jurisdiction basis to determine the income tax expense/benefit allocated to the year-to-date period.The annual effective tax rate is revised, if necessary, at the end of each interim period based on the Company’s most current best estimate.The Company recorded $55 of income tax benefit from continuing operations for the three months ended March 31, 2023.The effective tax rate differs from the U.S. statutory tax rate, primarily as a result of the change in valuation allowance required.

For the three months ended March 31, 2022, the Company calculated tax benefit using an estimate of actual taxable income or loss for ~~the respective~~ period, rather than estimating the Company's annual effective income tax rate, as the Company ~~is currently~~was unable to reliably estimate its income for the full year.The Company has U.S. taxable income, prior to utilization of net operating losses, of approximately $44,300 for the three months ended September 30, 2022, and had U.S taxable loss of approximately $24,700 for the three months ended September 30, 2021. The Company has U.S. taxable income, prior to utilization of net operating losses, of $38,000 for the nine months ended September 30, 2022 and had U.S. taxable losses of $82,200 for the nine months ended September 30, 2021. The following table presents the componentsrecorded $58 of income tax benefit from continuing ~~operations.~~operations for the three months ended March 31, 2022.The effective tax rate differs from the U.S. statutory tax rate, primarily as a result of the change in valuation allowance required.

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Current foreign income tax expense (benefit) from continuing operations $ — $ — $ (35) $ 7
Deferred income tax benefit from continuing operations (50) (61) (162) (180)
Total income tax benefit from continuing operations $ (50) $ (61) $ (197) $ (173)

The Company's net deferred tax assets are offset by a valuation allowance due to the Company's history of net losses combined with an inability to confirm recovery of the tax benefits of the Company's ~~losses~~tax attributes and other net deferred tax assets. A portion of the Company’s tax attributes are subject to annual limitations under Section 382 of the Internal Revenue Code.In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management

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

As of September 30, 2022, the Company had net operating loss carryforwards for U.S. federal income tax purposes of approximately $818,000 available to offset future taxable income, including approximately $603,000 generated after 2017, U.S. capital loss carryforwards of approximately $212,500, and federal and state research and development tax credits of approximately $11,700, prior to consideration of annual limitations that may be imposed under Section 382 of the Internal Revenue Code of 1986, as amended. Net operating loss carryforwards generated prior to 2018 have begun to expire in 2022, and capital loss carryforwards will expire if unutilized beginning in 2024. As of September 30, 2022, the Company's foreign subsidiaries have foreign loss carryforwards of approximately $64,200, most of which do not expire.

~~13.~~11. Shareholders' Equity

Issuances of Precigen Common Stock

In January ~~2021,~~2023, the Company closed a public offering of ~~17,250,000~~43,962,640 shares of its common stock, resulting in net proceeds of ~~$121,045,~~$72,782, after deducting underwriting discounts, fees, and other underwriting expenses. Of the 43,962,640 shares, 11,517,712 shares were purchased by related parties and their affiliates, including the Company's Chief Executive Officer, its Chairman of ~~capitalized~~the Board of Directors and his affiliates, and certain other of the Company's officers.

We completed the offering ~~expenses.~~of shares of common stock, utilizing a number of underwriters, with J.P. Morgan Securities LLC is acting as representative of the underwriters. The underwriting fee was equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock, The services provided by JP Morgan Securities LLC were in the ordinary course of their role as lead underwriter, for which they received customary fees and commissions.

See Note 119 for discussion regarding conversion features of the convertible notes.

Share Lending Agreement

Concurrently with the offering of the Convertible Notes (Note ~~11)~~9), Precigen entered into a share lending agreement (the "Share Lending Agreement") with J.P. 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 will terminate, and the Borrowed Shares will be returned to Precigen within five business days of such termination, upon (i) termination by the Share Borrower or (ii) the earliest to occur of (a) October 1, 2023 and (b) the date, if any, on which the Share Lending Agreement is either mutually terminated or terminated by one party upon a default by the other party. The Share Borrower maintains collateral in the form of cash or certain permitted non-cash collateral with a market value at least equal to the market value of the Borrowed Shares as security for the obligation of the Share Borrower to return the Borrowed Shares when required by the terms above. The Borrowed Shares were offered and sold to the public at a price of $13.37 per share under a registered offering (the "Borrowed Shares Offering"). Precigen did not receive any proceeds from the sale of the Borrowed Shares to the public or any lending fees from the Share Lending Agreement. The Share Borrower or its affiliates received all the proceeds from the sale of the Borrowed Shares to the public. Affiliates of Third Security purchased all of the shares of common stock in the Borrowed Shares Offering.

The Share Lending Agreement was entered into at fair value and met the requirements for equity classification. Therefore, the value is netted against the issuance of the Borrowed Shares in additional paid-in capital. Additionally, the Borrowed Shares are not included in the denominator for loss per share attributable to Precigen shareholders unless the Share Borrower defaults on the Share Lending Agreement.

At-the-Market Sales Agreement

On August 9, 2022, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may issue and sell from time to time shares of the Company’s common stock, no par value per share (the “Shares”), through the Agent. The offering and sale of up to $100,000 of the Shares has been registered under the Securities Act of 1933. The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Company intends to use the proceeds of any sales to fund the development of clinical and preclinical product candidates and for working capital and other general corporate purposes.

No ~~Shares~~shares were sold in connection with the Sales Agreement during 2023 nor for the ~~three months~~year ended ~~September 30,~~December 31, 2022.

Components of Accumulated Other Comprehensive ~~(Loss) Income~~Loss

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

September 30,
2022 December 31,
2021
Unrealized loss on investments $ (1,236) $ (331)
Income (loss) on foreign currency translation adjustments (5,945) 534
Total accumulated other comprehensive (loss) income $ (7,181) $ 203


	March 31, 2023		December 31, 2022
Unrealized loss on investments	$	(498)	$	(760)
Loss on foreign currency translation adjustments	(2,201)		(2,728)
Total accumulated other comprehensive loss	$	(2,699)	$	(3,488)

~~14.~~12. Share-Based Payments

The Company measures the fair value of stock options and restricted stock units ("RSUs") issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense. Stock-based compensation expense for employees and nonemployees is recognized over the requisite service period, which is typically the vesting period. Stock-based compensation costs included in the condensed consolidated statements of operations are presented below:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Cost of products	Cost of products	$	7	$	8	$	22	$	23	Cost of products	$	7	$	8
Cost of services	Cost of services	15		25		63		103		Cost of services	6		25
Research and development	Research and development	524		549		1,658		2,159		Research and development	509		545
Selling, general and administrative	Selling, general and administrative	1,638		1,840		6,244		8,905		Selling, general and administrative	2,609		2,946
Discontinued operations	Discontinued operations	(59)		68		9		272		Discontinued operations	—		38
Total	Total	$	2,125	$	2,490	$	7,996	$	11,462	Total	$	3,131	$	3,562

Precigen Stock Option Plans

In April 2008, Precigen adopted the 2008 Equity Incentive Plan (the "2008 Plan") for employees and nonemployees pursuant to which Precigen's board of directors granted share-based awards, including stock options, to officers, key employees and nonemployees. Upon the effectiveness of the 2013 Omnibus Incentive Plan (the "2013 Plan"), no new awards may be granted under the 2008 Plan. As of ~~September 30, 2022,~~March 31, 2023, there were 14,843 stock options outstanding under the 2008 Plan.

Precigen adopted the 2013 Plan for employees and nonemployees pursuant to which Precigen's board of directors may grant share-based awards, including stock options and shares of common stock, to employees, officers, consultants, advisors, and nonemployee directors. The 2013 Plan became effective in August 2013, and as of ~~September 30, 2022,~~March 31, 2023, there were 37,000,000 shares authorized for issuance under the 2013 Plan, of which ~~13,404,135~~13,772,359 stock options and ~~82,055~~862,356 RSUs were outstanding and ~~12,833,550~~9,396,501 shares were available for grant. In April 2023, Precigen granted approximately 5,600,000 options in connection with the Company's annual long-term incentive compensation award for its' employees.

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 ~~September 30, 2022,~~March 31, 2023, there were 12,000,000 shares authorized for issuance under the 2019 Plan, of which ~~1,898,208~~3,158,007 stock options and ~~615,760~~1,014,952 RSUs were outstanding and ~~7,243,025~~4,502,466 shares were available for grant.

2823

Stock option activity was as follows:


		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2021		12,260,187	$	14.06	6.79
Balances at December 31, 2022						Balances at December 31, 2022	15,201,276	$	10.41	6.87
Granted	Granted	4,322,890	2.23			Granted	1,834,069	1.11

Exercised	Exercised	(375)	2.28			Exercised	—	—
Forfeited	Forfeited	(544,928)	5.21			Forfeited	(69,375)	5.29
Expired	Expired	(720,588)	23.44			Expired	(20,761)	19.15
Balances at September 30, 2022		15,317,186	10.60		7.28
Exercisable at September 30, 2022		8,715,518	13.77		5.84
Balances at March 31, 2023						Balances at March 31, 2023	16,945,209	9.41		6.90
Exercisable at March 31, 2023						Exercisable at March 31, 2023	11,559,913	11.40		6.29

RSU activity was as follows:


		Number of Restricted Stock Units	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)		Number of Restricted Stock Units	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2021		468,481	$	8.47	0.33
Balances at December 31, 2022						Balances at December 31, 2022	697,815	$	2.66	0.13
Granted	Granted	1,387,831	2.12			Granted	4,083,777	1.01
Vested	Vested	(1,125,785)	4.29			Vested	(2,904,284)	1.70
Forfeited	Forfeited	(32,712)	7.26			Forfeited	—	—
Balances at September 30, 2022		697,815	2.66		0.38
Balances at March 31, 2023						Balances at March 31, 2023	1,877,308	1.07		0.68

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

The Company's Executive Chairman ("Executive Chairman"), who previously served as an employee and executive officer until September 24, 2020, received a base salary of $200 per month through March 31, 2020, payable in fully-vested shares of Precigen common stock with such shares subject to a three-year lock-up on resale. In September 2020, the Company's board of directors, upon the recommendation of the compensation committee of the board, approved a new compensation arrangement for the Executive Chairman consisting of (i) an annual retainer of $100 payable in cash or, at the Executive Chairman's election, shares of Precigen common stock; (ii) an annual grant of fully vested stock options having a grant date fair value of $250; and (iii) an annual grant of RSUs having a grant date fair value of $250 vesting over one year. The new compensation arrangement began in calendar year 2021 and was prorated for the nine months of 2020 not covered by the Executive Chairman's previous compensation arrangement discussed above. Expense associated with the arrangements above is included in selling, general, and administrative expenses in the Company's condensed consolidated statements of operations and totaled $63 and $76 for the three months ended September 30, 2022 and 2021, respectively, and $558 and $585 for the nine months ended September 30, 2022 and 2021, respectively.

~~15.~~13. Operating Leases

The Company leases certain facilities and equipment under operating leases. 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 one to ~~eight~~nine 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. The leases are renewable at the option of the Company and do not contain residual value guarantees, covenants, or other restrictions.

The components of lease costs were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Operating lease costs	Operating lease costs	$	600	$	770	$	1,840	$	2,290	Operating lease costs	$	615	$	627
Short-term lease costs	Short-term lease costs	53		48		155		141		Short-term lease costs	20		53
Variable lease costs	Variable lease costs	84		185		308		623		Variable lease costs	120		103
Lease costs	Lease costs	$	737	$	1,003	$	2,303	$	3,054	Lease costs	$	755	$	783

As of ~~September 30, 2022,~~March 31, 2023, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows:


2022		$	449
2023	2023	2,084		2023	$	1,596
2024	2024	2,165		2024	1,844
2025	2025	2,129		2025	1,817
2026	2026	1,637		2026	1,474
2027	2027	1,246		2027	1,228
2028				2028	1,260
Thereafter	Thereafter	3,109		Thereafter	1,847
Total	Total	12,819		Total	11,066
Present value adjustment	Present value adjustment	(3,839)		Present value adjustment	(3,199)
Total	Total	$	8,980	Total	$	7,867
Current portion of operating lease liabilities	Current portion of operating lease liabilities	$	1,041	Current portion of operating lease liabilities	$	1,244
Long-term portion of operating lease liabilities	Long-term portion of operating lease liabilities	7,939		Long-term portion of operating lease liabilities	6,623
Total	Total	$	8,980	Total	$	7,867

Other information related to operating leases in continuing operations was as follows:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Weighted average remaining lease term (years)	Weighted average remaining lease term (years)	6.15		6.72		Weighted average remaining lease term (years)	5.96		6.09
Weighted average discount rate	Weighted average discount rate	11.06	%	10.94	%	Weighted average discount rate	11.05	%	11.05	%


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Supplemental disclosure of cash flow information	Supplemental disclosure of cash flow information					Supplemental disclosure of cash flow information
Cash paid for operating lease liabilities	Cash paid for operating lease liabilities	$	1,877	$	2,610	Cash paid for operating lease liabilities	$	463	$	639
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases)	Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases)	466		4,868		Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases)	26		—

~~16.~~14. Commitments and Contingencies

Contingencies

In September 2020, the Company reached a final settlement with the Securities and Exchange Commission ("SEC") with respect to an investigation concerning the Company's disclosures regarding its MBP program in the first three quarters of 2017.

In October 2020, several shareholder class action lawsuits were filed in the United States District Court for the Northern District of California on behalf of certain purchasers of the Company's common stock. The complaints name as defendants the Company and certain of its current and former officers. The plaintiffs' claims challenged disclosures about the MBP program from May 10, 2017 to March 1, 2019. In March 2021, the court granted an order consolidating the claims and, in April 2021, appointed a lead plaintiff and lead counsel in the case, captioned In In re Precigen Securities Litigation, Case No. 5:~~20-cv-06936-~~

~~Table of~~ ~~Contents~~

~~BLF~~20-cv-06936-BLF (N.D. Cal.). InOn May 18, 2021, the lead plaintiff filed an ~~amended complaint. The~~Amended Class Action Complaint. On August 2, 2021, the defendants moved to dismiss ~~that complaint. In September 2021,~~ the ~~court issued an order mooting the defendants' motion to dismiss in light of the lead plaintiff's stated intent to file a second amended complaint in response to the motion to dismiss.~~Amended Class Action Complaint. On September 27, 2021, the lead plaintiff filed a ~~second amended complaint, which~~Second Amended Class Action Complaint in lieu of a response to the defendants’ motion to dismiss. On November 3, 2021, the defendants moved to ~~dismiss. On~~dismiss the Second Amended Class Action Complaint and on May 31, 2022, the court granted the defendants’ motion ~~dismissing~~to dismiss the ~~second amended complaint~~Second Amended Class Action Complaint with leave to amend. On August 1, 2022, the lead plaintiff filed a ~~third amended complaint.~~ Third Amended Class Action Complaint.

On August 2, 2022 the Court granted the ~~parties’ stipulated~~parties' request ~~to vacate all case deadlines to permit the parties~~ to conduct a private mediation session to explore potential resolution of the action. On November 17, 2022, at the conclusion of the mediation session, the parties executed a memorandum of understanding that agreed in principle to resolve the claims asserted in the securities class action. The settlement provides for a payment to the plaintiff class of $13,000. The proposed settlement requires final negotiation of the terms of settlement and both preliminary and final approval by the court. Should the court not approve the proposed settlement or if the proposed settlement otherwise does not become final, the parties will be returned to their litigation postures prior to the agreement in principle to

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settle. In the event that the litigation resumes, the defendants intend to move to dismiss the ~~third amended complaint.~~plaintiff’s Third Amended Class Action Complaint. As of both March 31, 2023 and December 31,2022, the Company recorded an accrual of $13,000 in Other accrued liabilities on the condensed consolidated balance sheets for this matter. In addition, the Company separately recognized an insurance receivable asset of $12,525 and $12,411 within Receivables, other, on the condensed consolidated balance sheets as of March 31, 2023 and December 31,2022 , respectively.

In December 2020, a derivative shareholder action, captioned Edward D. Wright, derivatively on behalf of Precigen, Inc. F/K/A Intrexon Corp. v. Alvarez et al, was filed in the Circuit Court for Fairfax County in Virginia on behalf of Precigen, Inc. asserting similar claims under state law against Precigen's current directors and certain officers. The plaintiff seeks damages, forfeiture of benefits received by defendants, and an award of reasonable attorneys' fees and costs. The case was stayed by an order entered on June 14, 2021. On September 24, 2021, an individual shareholder filed a lawsuit in the Circuit Court for Henrico County styled Kent v. Precigen, Inc., Case CL21-6349. The Kent ~~v. Precigen, Inc., Case CL21-6349.~~

~~The~~ ~~Kent~~action demands inspection of certain books and records of the Company pursuant to Virginia statutory and common law. On April 1, 2022, the court denied the demurrer and referred the matter to a hearing on the merits. The Company ~~is evaluating how best to proceed. The Company~~ intends to defend the lawsuits vigorously; however, there can be no assurances regarding the ultimate outcome of these lawsuits.

The Company has previously entered into strategic collaborations, including ECCs and JVs, to fund and develop products enabled by its technologies. These relationships involve complex interests, and the Company's interests may diverge with those of its collaborators, which can occur as a result of operations under those collaborations, business or technological developments, or as the Company transitions away from, or terminates, certain strategic collaborations. The Company has had, and has, disagreements and disputes with certain collaborators and JV partners, including the IEP Investors and the IEPII Investors. While the Company believes it is entitled to payment for work performed per its collaborations and JVs, consistent with its policy for accounting for accounts receivable, in 2019, the Company has fully reserved the amount of any disputed accounts receivable that remained outstanding.

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. See Notes 4 and 5 for additional discussion of the accounting for the acquisition of the membership interests.

In the course of its business, the Company is involved in litigation or legal matters, including governmental investigations. Such matters may result in adverse judgments, unfavorable settlements, or concessions by the Company, or adverse regulatory action, any of which could harm the Company’s business or operations. Moreover, such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of ~~September 30, 2022,~~March 31, 2023, 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.

~~17. Related Party Transactions~~

~~Third Security and Affiliates~~

The Company's Executive Chairman is also the Senior Managing Director and Chairman of Third Security and owns 100% of the equity interests of Third Security. The Company had an agreement with Third Security under which the Company reimbursed Third Security for certain tax-related services performed by Third Security as requested by the Company. The Company also reimburses Third Security for certain out-of-pocket expenses incurred on the Company's behalf. The agreement with Third Security expired on December 31, 2021. As the Company evaluates its alternatives, it continues to utilize these services on a limited basis under the terms of the original agreement. The total expenses incurred by the Company under these arrangements were $43 for the three months ended September 30, 2021, and $25 and $89 for the nine months ended September 30, 2022 and 2021, respectively.

~~See also Note 14 regarding compensation arrangements between the Company and its Executive Chairman.~~

~~Table of~~ ~~Contents~~

Through November 2021, the Company also subleased certain administrative offices to Third Security. The significant terms of the lease mirrored the terms of the Company's lease with the landlord, and the Company recorded sublease income of $21 for the three months ended September 30, 2021, and $61 for the nine months ended September 30, 2021.

~~See Note 13 regarding additional transactions with affiliates of Third Security.~~

~~18.~~15. Segments

The Company's CODM assesses the operating performance of and allocates resources for several operating segments using Segment Adjusted EBITDA as a basis. 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, (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 ~~gain (loss)~~loss of affiliates, and (x) recognition of previously deferred revenue associated with upfront and milestone payments as well as cash outflows from capital expenditures and investments in affiliates, but includes proceeds from the sale of assets in the period sold.

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. ~~Corporate expenses are not allocated to the segments and are managed at a consolidated level.~~ The CODM does not use total assets by segment to evaluate segment performance or allocate resources, and accordingly, these amounts are not required to be disclosed. The Company's segment presentation excludes amounts related to the operations of Trans Ova ~~and MBP Titan~~ which are reported as discontinued operations (Note 3).

For the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, 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 ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. See Note 2 for a description of ~~the Biopharmaceuticals segment.~~Biopharmaceuticals. See Note 1 for a description of ~~the Exemplar segment.~~Exemplar.

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Segment Adjusted EBITDA by reportable segment was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Biopharmaceuticals	Biopharmaceuticals	$	(12,417)	$	(12,661)	$	(35,286)	$	(34,055)	Biopharmaceuticals	$	(20,764)	$	(20,839)
Exemplar	Exemplar	346		1,617		4,699		5,312		Exemplar	121		3,558

Segment Adjusted EBITDA for reportable segments	Segment Adjusted EBITDA for reportable segments	$	(12,071)	$	(11,044)	$	(30,587)	$	(28,743)	Segment Adjusted EBITDA for reportable segments	$	(20,643)	$	(17,281)

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Segment Adjusted EBITDA for reportable segments	Segment Adjusted EBITDA for reportable segments	$	(12,071)	$	(11,044)	$	(30,587)	$	(28,743)	Segment Adjusted EBITDA for reportable segments	$	(20,643)	$	(17,281)

Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates	Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates	641		1,138		1,309		1,673		Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates	154		496
Add recognition of previously deferred revenue associated with upfront and milestone payments	Add recognition of previously deferred revenue associated with upfront and milestone payments	14,561		1,163		16,007		1,849		Add recognition of previously deferred revenue associated with upfront and milestone payments	—		1,446
Other expenses:	Other expenses:									Other expenses:
Interest expense	Interest expense	(2,036)		(4,765)		(6,137)		(13,902)		Interest expense	(324)		(2,038)
Depreciation and amortization	Depreciation and amortization	(1,717)		(2,029)		(5,470)		(6,174)		Depreciation and amortization	(1,711)		(1,918)
Gain on disposals of assets		—		(13)		—		(6)
Loss on disposals of assets										Loss on disposals of assets	—		—
Impairment losses	Impairment losses	—		—		(1,120)		(543)		Impairment losses	—		(482)

Stock-based compensation expense	Stock-based compensation expense	(2,184)		(2,422)		(7,987)		(11,767)		Stock-based compensation expense	(3,132)		(3,524)
Adjustment related to accrued bonuses paid in equity awards	Adjustment related to accrued bonuses paid in equity awards	—		—		1,698		—		Adjustment related to accrued bonuses paid in equity awards	3,360		1,698
Equity in net gain (loss) of affiliates		862		—		861		(3)
Equity in net loss of affiliates										Equity in net loss of affiliates	—		(1)
Other	Other	—		(5)		(105)		(19)		Other	—		—
Shares issue for payment of services										Shares issue for payment of services	(545)		(576)
Corporate noncash items										Corporate noncash items	52		(265)
Unallocated corporate costs	Unallocated corporate costs	(5,744)		(7,166)		(24,718)		(24,835)		Unallocated corporate costs	—		—
Eliminations	Eliminations	(6)		(1,237)		(1,549)		(1,812)		Eliminations	—		(1,511)
Consolidated net loss from continuing operations before income taxes	Consolidated net loss from continuing operations before income taxes	$	(7,694)	$	(26,380)	$	(57,798)	$	(84,282)	Consolidated net loss from continuing operations before income taxes	$	(22,789)	$	(23,956)

Revenues by reportable segment were as follows:

Three Months Ended September 30, 2022
Biopharmaceuticals Exemplar Total
Revenues from external customers $ 14,624 $ 2,098 $ 16,722
Intersegment revenues — — —
Total segment revenues $ 14,624 $ 2,098 $ 16,722


		Three Months Ended September 30, 2021				Three Months Ended March 31, 2023
		Biopharmaceuticals		Exemplar			Total			Biopharmaceuticals		Exemplar		Total
Revenues from external customers	Revenues from external customers	$	129	$	3,204		$	3,333	Revenues from external customers	$	—	$	1,851	$	1,851
Intersegment revenues	Intersegment revenues	1,141		—			1,141		Intersegment revenues	—		—		—
Total segment revenues	Total segment revenues	$	1,270	$	3,204		$	4,474	Total segment revenues	$	—	$	1,851	$	1,851

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Nine Months Ended September 30, 2022
Biopharmaceuticals Exemplar Total
Revenues from external customers $ 14,778 $ 10,368 $ 25,146
Intersegment revenues 1,446 — 1,446
Total segment revenues $ 16,224 $ 10,368 $ 26,592


		Nine Months Ended September 30, 2021				Three Months Ended March 31, 2022
		Biopharmaceuticals		Exemplar			Total			Biopharmaceuticals		Exemplar		Total
Revenues from external customers	Revenues from external customers	$	723	$	9,860		$	10,583	Revenues from external customers	$	84	$	5,429	$	5,513
Intersegment revenues	Intersegment revenues	1,469		—			1,469		Intersegment revenues	1,446		—		1,446
Total segment revenues	Total segment revenues	$	2,192	$	9,860		$	12,052	Total segment revenues	$	1,530	$	5,429	$	6,959

The table below reconciles total segment revenues from reportable segments to total consolidated revenues:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Total segment revenues from reportable segments	Total segment revenues from reportable segments	$	16,722	$	4,474	$	26,592	$	12,052	Total segment revenues from reportable segments	$	1,851	$	6,959

Elimination of intersegment revenues	Elimination of intersegment revenues	—		(1,141)		(1,446)		(1,469)		Elimination of intersegment revenues	—		(1,446)
Total consolidated revenues	Total consolidated revenues	$	16,722	$	3,333	$	25,146	$	10,583	Total consolidated revenues	$	1,851	$	5,513

For the three months ended ~~September 30,~~March 31, 2023 and 2022, 35.0% and 2021, 41.1% and 75.6%, respectively, of total consolidated revenue was attributable to one and two customers, respectively, in the Exemplar segment. For the nine months ended September 30, 2022 and 2021, 62.4% and 60.7%75.5%, respectively, of total consolidated revenue was attributable to one customer in the Exemplar segment.

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had ~~$3,122~~$2,368 and ~~$4,463,~~$2,591, respectively, of long-lived assets in foreign countries. The Company recognized revenues derived in foreign countries totaling ~~$63~~$0 and ~~$93~~$84 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $217 and $296 for the nine months ended September 30, 2022 and 2021,~~ respectively.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report on Form 10-Q, or Quarterly Report, and our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, or Annual Report.

The following discussion contains forward-looking statements that reflect our plans, estimates, expectations, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements and you are cautioned not to place undue reliance on forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report, particularly in "Special Note Regarding Forward-Looking Statements" and "Risk Factors." The forward-looking statements included in this Quarterly Report are made only as of the date hereof.

Overview

We are 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. We are leveraging our 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. We have developed an extensive pipeline of therapies across multiple indications within these core focus areas.

We believe that our array of technology platforms uniquely positions us among other biotechnology companies to advance precision medicine. Precision medicine is the practice of therapeutic product development that takes into account specific genetic variations within populations impacted by a disease to design targeted therapies to improve outcomes for a disease or patient population. Our proprietary and complementary technology platforms provide a strong foundation to realize the core promise of precision medicine by supporting our efforts to construct powerful gene programs to drive efficacy, deliver these programs through viral, non-viral, and microbe-based approaches to drive lower costs, and control gene expression to drive safety. Our therapeutic platforms, including UltraCAR-T, AdenoVerse immunotherapy, and ActoBiotics, are designed to allow us to precisely control the level and physiological location of gene expression and modify biological molecules to control the function and output of living cells to treat underlying disease conditions.

We are actively advancing our lead clinical programs, including: PRGN-3005, PRGN-3006 and ~~PRGN-3006,~~PRGN-3007, which are built on our UltraCAR-T platform; and PRGN-2009 and PRGN-2012, which are based on our AdenoVerse immunotherapy platform. In addition, we have completed a Phase 1b/2a study of AG019, which is built on our ActoBiotics platform. We also have a robust pipeline of preclinical programs that we are pursuing in order to drive long-term value creation.

We have developed a proprietary electroporation device, UltraPorator, designed to further streamline and ensure the rapid and cost-effective manufacturing of UltraCAR-T therapies. UltraPorator has received U.S. Food and Drug Administration, or FDA, clearance for manufacturing UltraCAR-T cells in clinical trials, and ~~since November 2020,~~ we have been dosing patients with UltraCAR-T cells manufactured with UltraPorator in our ~~PRGN-3005 and PRGN-3006~~UltraCAR-T clinical trials.

We exercise discipline in our portfolio management by systematically evaluating data from our preclinical programs in order to make rapid "go" and "no go" decisions. Through this process, we believe we can more effectively allocate resources to programs that we believe show the most promise and advance such programs to clinical trials.

Our ~~Healthcare Business~~

~~Our healthcare business focuses on human therapeutics~~Biopharmaceuticals reportable segment is primarily comprised of the Company's legal entities of Precigen and developing research models and services for healthcare research applications. Our Biopharmaceuticals segment includes our wholly owned subsidiaries PGEN Therapeutics, Inc., or PGEN Therapeutics, and Precigen ActoBio, ~~Inc., or ActoBio, and our majority ownership interest in Triple-Gene LLC, doing business as Precigen Triple-Gene, or Triple-Gene,~~ as well as royalty interests in therapeutics and therapeutic platforms from companies not controlled by us. In addition to human therapeutics, Exemplar Genetics LLC, doing business as Precigen Exemplar, or Exemplar, is aour wholly owned subsidiary which is focused on developing research models and services for healthcare research applications.

Biopharmaceuticals

~~PGEN Therapeutics~~

PGEN Therapeutics is a dedicated discovery and clinical stage biopharmaceutical company advancing the next generation of gene and cell therapies using precision technology to target urgent and intractable diseases in immuno-oncology, autoimmune

~~Table of~~ ~~Contents~~Precigen

disorders and infectious diseases. PGEN Therapeutics operates as an innovation engine, progressing a preclinical and clinical pipeline of well-differentiated therapies toward clinical proof-of-concept and commercialization.

~~PGEN Therapeutics is~~We are developing therapies ~~primarily~~ built on our UltraCAR-T therapeutics platform and our "off-the-shelf" AdenoVerse immunotherapy platform. Through our UltraCAR-T therapeutics platform, we are able to precision-engineer UltraCAR-T cells to produce a homogeneous cell product that simultaneously expresses antigen-specific chimeric antigen receptor, or CAR, kill switch, and our proprietary membrane-bound interleukin-15, or mbIL15, genes in any genetically modified UltraCAR-T cell. Our decentralized and rapid proprietary manufacturing process allows us to manufacture UltraCAR-T cells overnight at a medical center's current good manufacturing practices facility, or cGMP, and reinfuse the patient the following day after gene transfer. This process improves upon current approaches to CAR-T manufacturing, which require extensive ex vivo expansion following viral vector transduction to achieve clinically relevant cell numbers that we believe can result in the exhaustion of

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CAR-T cells prior to their administration, limiting their potential for persistence in patients. We have developed a proprietary electroporation device, UltraPorator, designed to further streamline and ensure the rapid and cost-effective manufacturing of UltraCAR-T therapies. The UltraPorator system includes proprietary hardware and software solutions and potentially represents major advancements over current electroporation devices by significantly reducing the processing time and contamination risk. UltraPorator is intended to be a viable scale-up and commercialization solution for decentralized UltraCAR-T manufacturing. Our AdenoVerse immunotherapy platform utilizes a library of proprietary adenovectors for the efficient gene delivery of therapeutic effectors, immunomodulators, and vaccine antigens. We have established proprietary manufacturing cell lines and production methodologies from our AdenoVerse immunotherapy platform, which we believe are easily scalable for commercial supply. We believe that our proprietary gorilla adenovectors, part of the AdenoVerse technology, have superior performance characteristics as compared to current competition, including standard human adenovirus serotype 5, rare human adenovirus types and other non-human primate adenovirus types.

The most advanced programs ~~within PGEN Therapeutics~~ are as follows:

~~PRGN-2012~~PRGN-3005 is a first-in-class, investigational ~~"off-the-shelf" AdenoVerse immunotherapy~~autologous CAR-T therapy that utilizes our UltraCAR-T platform to simultaneously express a CAR targeting the unshed portion of the Mucin 16 antigen, mbIL15, and kill switch genes. PRGN-3005 is currently being evaluated in a Phase 1/1b clinical trial for the treatment of advanced, recurrent ~~respiratory papillomatosis,~~platinum-resistant ovarian , fallopian tube, or ~~RRP. PRGN-2012~~primary peritoneal cancer. We have completed enrollment in the Phase 1 dose escalation cohorts of the intraperitoneal (IP) and intravenous (IV) arms without lymphodepletion as well as in the lymphodepletion cohort in the IV arm and initiated Phase 1b expansion clinical trial.

PRGN-3006 is ~~an innovative therapeutic vaccine with optimized antigen design~~a first-in-class, investigational autologous CAR-T therapy that ~~uses~~utilizes our ~~gorilla adenovector technology, part of our proprietary AdenoVerse~~UltraCAR-T platform to ~~elicit immune responses directed against cells infected with HPV type 6~~express a CAR to target CD33 (Siglec-3), mbIL15 and ~~HPV type 11. PRGN-2012~~akill switch gene. PRGN-3006 is currently being evaluated in a Phase 1/21b clinical trial for ~~adult~~the treatment of relapsed or refractory, or r/r, acute myeloid leukemia, or AML, high-risk myelodysplastic syndromes, or MDS, and chronic myelomonocytic leukemia, or CMML. PRGN-3006 has been granted Fast Track designation in patients with ~~RRP. PRGN-2012 is being developed~~r/r AML by the FDA. Previously PRGN-3006 was granted Orphan Drug Designation in ~~collaboration~~patients with AML by the ~~Center for Cancer Research at the NCI pursuant to a CRADA. Enrollment in~~FDA. We have completed the Phase 1 ~~portion~~dose escalation study. Phase 1b dose expansion trial is ongoing where PRGN-3006 is being evaluated following lymphodepletion.

PRGN-3007 is a first-in-class, investigational autologous CAR-T therapy that utilizes the next generation UltraCAR-T platform to express a CAR to target ROR1, mbIL15, kill switch, and a novel mechanism for the intrinsic blockade of the programmed death 1, or PD-1, gene expression. PRGN-3007 is being evaluated in a Phase 1/1b clinical trial ~~has been completed~~for patients with advanced receptor tyrosine kinase-like orphan receptor 1-positive, or ROR1+, hematological (Arm 1) and ~~enrollment~~solid tumors (Arm 2). The target patient population for Arm 1 includes relapsed or refractory CLL, relapsed or refractory MCL, relapsed or refractory B-ALL, and relapsed or refractory DLBCL. The target patient population for Arm 2 includes locally advanced unresectable or metastatic histologically confirmed TNBC Arm 1 and Arm 2 will enroll in parallel. The study is enrolling in two parts: an initial 3+3 dose escalation in each arm followed by a dose expansion at the ~~Phase 2 portion of the clinical trial is ongoing. PRGN-2012has been granted Orphan Drug designation for treatment of RRP by the FDA.~~maximum tolerated dose.

PRGN-2009 is a first-in-class, "off-the-shelf" investigational immunotherapy designed to activate the immune system to recognize and target human papillomavirus-positive, or HPV+, solid tumors. PRGN-2009 leverages our UltraVector and AdenoVerse platforms to optimize HPV type 16 and HPV type 18, antigen design for delivery via a proprietary gorilla adenovector with a large genetic payload capacity and the ability for repeat administrations. PRGN-2009 is in a Phase 1/2 clinical trial as a monotherapy or in combination with bintrafusp alfa, or M7824, an investigational bifunctional fusion protein, for patients with HPV-associated cancers in collaboration with the National Cancer Institute, or NCI, pursuant to a cooperative research and development arrangement, or CRADA.

~~PRGN-3006~~PRGN-2012 is a first-in-class, investigational ~~autologous CAR-T therapy~~"off-the-shelf" AdenoVerse immunotherapy for the treatment of recurrent respiratory papillomatosis, or RRP. PRGN-2012 is an innovative therapeutic vaccine with optimized antigen design that ~~utilizes~~uses our ~~UltraCAR-T~~gorilla adenovector technology, part of our proprietary AdenoVerse platform, to ~~express a CAR to target CD33 (Siglec-3), mbIL15~~elicit immune responses directed against cells infected with HPV type 6 and a~~kill switch gene. PRGN-3006~~HPV type 11. PRGN-2012 is ~~currently being evaluated~~ in a Phase 1/1b2 clinical trial for adult patients with RRP. PRGN-2012 is being developed in collaboration with the ~~treatment of relapsed or refractory, or r/r, acute myeloid leukemia, or AML, or high-risk myelodysplastic syndromes, or MDS. In January 2022, we announced~~Center for Cancer Research at the ~~completion of enrollment in~~NCI pursuant to a CRADA. We have completed the ~~dose escalation phase in both the non-lymphodepletion and the lymphodepletion cohorts of this~~ Phase 1 clinical trial. ~~The~~ Phase ~~1b expansion arm~~2 clinical trial is ongoing. ~~In April 2022, we announced that PRGN-3006 was granted Fast Track designation in patients with r/r AML by the FDA.~~PRGN-2012 ~~Previously~~ ~~PRGN-3006 was~~has been granted Orphan Drug ~~Designation in patients with AML~~designation for treatment of RRP by the FDA.

~~PRGN-3005 is~~In addition to our clinical programs, we have a ~~first-in-class, investigational autologous CAR-T therapy that utilizes~~robust pipeline of preclinical programs in order to drive long-term value creation. Our pipeline includes product candidates based on UltraCAR-T and "off-the-shelf" AdenoVerse immunotherapy therapeutic platforms. We expect to continue development of a number of potential product candidates in our ~~UltraCAR-T platform~~preclinical pipeline to ~~simultaneously express a CAR targeting the unshed portion of the Mucin 16, mbIL15, and kill switch genes. PRGN-3005 is currently being evaluated~~identify product candidates for evaluation in ~~a Phase 1/1b~~ clinical ~~trial for the treatment of advanced, recurrent platinum-resistant ovarian , fallopian tube, or primary peritoneal cancer.~~ In January 2022, we announced the completion of enrollment in the dose escalation Phase of both IP and IV arms without lymphodepletion in the ongoing Phase 1 clinical trial. The Phase 1b expansion cohort of the clinical trial with lymphodepletion prior to IV administration of PRGN-3005 is ongoing.

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unresectable or metastatic histologically confirmed TNBC. The study will enroll in two parts: an initial 3+3 dose escalation in each arm followed by a dose expansion at the maximum tolerated dose. Arm 1 and Arm 2 will enroll in parallel.

In addition to our clinical programs, PGEN Therapeutics has a robust pipeline of preclinical programs in our core therapeutic areas of immune-oncology, infectious diseases, and autoimmune disorders that we are pursuing in order to drive long-term value creation. Our pipeline includes a number of product candidates, including UltraCAR-T therapeutics for various cancers, and "off-the-shelf" AdenoVerse therapeutic platforms. We expect to continue development of various preclinical programs to identify product candidates for evaluation in clinical trials.

Precigen ActoBio, Inc.

ActoBio is pioneering a proprietary class of microbe-based biopharmaceuticals, referred to as ActoBiotics, that enable expression and local delivery of disease-modifying therapeutics. ~~We refer to these microbe-based biopharmaceuticals as ActoBiotics.~~ Our ActoBiotics platform is a unique delivery platform precisely tailored for specific disease modification with the potential for superior efficacy and safety. ActoBiotics combine the advantages of highly selective protein-based therapeutic agents with local delivery by the well-characterized and food-grade bacterium Lactococcus lactis, or L. lactis. ActoBiotics can be delivered orally in a capsule, through an oral rinse, or in a topical solution. We believe ActoBiotics have the potential to provide superior safety and efficacy via the sustained release of appropriate quantities of select therapeutic agents as compared to injectable biologics, while reducing the side effects commonly attributed to systemic delivery and corresponding peaks in concentration. ActoBiotics work via genetically modified bacteria that deliver proteins and peptides at mucosal sites, rather than the insertion of one or more genes into a human cell by means of a virus or other delivery mechanism. By foregoing this insertion, ActoBiotics allow "gene therapy" without the need for cell transformation.

ActoBio's most advanced internal pipeline candidate, AG019, is a first-in-class disease modifying antigen-specific, investigational immunotherapy for the prevention, delay, or reversal of type 1 diabetes mellitus, or T1D. AG019 is an easy-to-take capsule formulation of ActoBiotics engineered to deliver the autoantigen human proinsulin, or hPINS, and the tolerance-enhancing cytokine human interleukin-10 to the mucosal lining of gastro-intestinal tissues in patients with T1D. We have completed a Phase 1b/2a clinical trial of AG019 for the treatment of early-onset T1D. The Phase 1b portion of the study evaluated the safety and tolerability of AG019 monotherapy administered as a single dose and repeated daily doses in adult and adolescent patients. The Phase 2a double-blind portion of the study investigated the safety and tolerability of AG019 in combination with teplizumab, or PRV-031. The primary endpoint of assessing safety and tolerability in both the Phase 1b AG019 monotherapy and the Phase 2a AG019 combination therapy has been met. AG019 was well-tolerated when administered to adults and adolescents either as monotherapy or in combination with teplizumab. A single 8-week treatment cycle of oral AG019 as a monotherapy and in combination with teplizumab showed stabilization or increase of C-peptide levels during the first 6 months post treatment initiation in recent-onset T1D.

~~Precigen Triple-Gene~~

Triple-Gene is a clinical stage gene therapy company focused on developing advanced treatments for complex cardiovascular diseases. Triple-Gene's most advanced candidate, INXN-4001, is a non-viral triple-effector plasmid based on our UltraVector platform designed for constitutive expression of human S100A1, SDF-1a, and VEGF-165 to address multiple pathways of heart failure. Utilizing a single plasmid comprising all three genes, instead of each individual gene on separately delivered plasmids, INXN-4001 can control for delivery and ensure expression of the three genes in all transfected cells.

We have completed a first-in-human, open label Phase 1 study designed to evaluate the safety of retrograde coronary sinus infusion, or RCSI, of INXN-4001 in outpatient left ventricular assist device, or LVAD, recipients.~~The Phase 1 trial met the primary endpoints to evaluate safety and feasibility for INXN-4001.~~

~~Partnered Program~~Third Party Licenses

We ~~have partnered~~previously entered into a collaboration with Castle Creek Biosciences, Inc., or Castle Creek, to advance certain product ~~candidates D-Fi (debcoemagene autoficel), formerly designated FCX-007, for the treatment of recessive dystrophic epidermolysis bullosa, or RDEB, and FCX-013 for the treatment of localized scleroderma.~~candidates. Pursuant to ~~a previous~~the collaboration, we licensed our technology platforms to Castle Creek for use in certain specified fields, and in exchange, we received and were entitled to certain access fees, milestone payments, royalties, and sublicensing fees related to the development and commercialization of product candidates. In March 2020, we and Castle Creek terminated the original collaboration agreement by mutual agreement, with the parties agreeing that ~~FCX-007 and FCX-013~~certain product candidates would be treated as "Retained Products" under the terms of the original agreement. Castle Creek retains a license to continue to develop and commercialize the Retained Products within the field of use for so long as Castle Creek continues to pursue such development and commercialization, and we are also entitled to certain royalties with respect to the Retained Products.

~~Table~~ One such Retained Product is D-Fi (debcoemagene autoficel), formerly designated FCX-007, for the treatment of ~~Contents~~

recessive dystrophic epidermolysis bullosa, or RDEB.

Precigen 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, as well as enabling the production of cells and organs in its genetically engineered swine for regenerative medicine applications. Historically, researchers have lacked animal models that faithfully represent human diseases. As a result, a sizeable barrier has blocked progress in the discovery of human disease mechanisms; novel diagnostics, procedures, devices, prevention strategies and therapeutics; and the ability to predict in humans the efficacy of those next-generation procedures, devices, and therapeutics. Exemplar's MiniSwine models are genetically engineered to exhibit a wide variety of human disease states, which provides a more accurate platform to test the efficacy of new medications and devices.

~~COVID-19 Impact~~

~~COVID-19 has had and continues to have an extensive impact on the global health and economic environments.~~ ~~Furthermore, there is~~ uncertainty regarding the duration and severity of the ongoing pandemic, and we could experience delays of other pandemic-related events that may adversely impact our clinical as well as preclinical pipeline candidates in the future.

We are also closely monitoring the impact of COVID-19 on all aspects of our businesses. Given the dynamic nature of these circumstances, the full impact of the COVID-19 pandemic on our ongoing business, results of operations, and overall financial performance cannot be reasonably estimated at this time.

The health and safety of our employees is of the utmost importance. We have implemented safety measures in our facilities for the well-being of our employees and visitors. These measures have permitted us to continue to advance our programs, with the ultimate goal of benefiting patients.

~~For more information regarding the risks associated with COVID-19 and its impact on our business, see "Risk Factors" in Part II - Item 1A.~~

Discontinued Operations

~~Historically, we developed technology platforms for application across a variety of diverse end markets, including health, food, energy, and the environment.~~ In January 2020, we announced that we were increasing our focus on our healthcare opportunities, which reflected our most advanced platforms, and in connection therewith, we divested a number of our non-healthcare assets and changed our name to Precigen, Inc.

In 2020, as a result of market uncertainty driven by the COVID-19 pandemic and the state of the energy sector raising significant challenges for the strategic alternatives pursued by MBP Titan, LLC, or MBP Titan, our methane bioconversion business, we suspended MBP Titan's operations, preserved certain of MBP Titan's intellectual property, terminated all of its personnel, and undertook steps to dispose of its other assets and obligations. The wind down of MBP Titan's activities was substantially complete by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021. After the wind down of MBP Titan, certain assets and contractual obligations which were originally related to MBP Titan continue to be managed at the Precigen corporate level.

These remaining assets and contractual obligations include our equity interest in and collaboration agreements with Intrexon Energy Partners, LLC ("Intrexon Energy Partners"), and Intrexon Energy Partners II, LLC ("Intrexon Energy Partners II"), including the associated deferred revenue remaining under each collaboration agreement which was recognized as revenue in the third quarter of 2022 upon acquiring control of these entities as well as the associated intellectual property developed by MBP Titan to date. These assets, liabilities, and related historical revenue and equity losses are included in our operating results from continuing operations in the condensed consolidated financial statements appearing in Item 1 of this form 10-Q for all periods presented as a result of our continuing involvement.

~~As disclosed in "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Notes 3 and 5 " appearing elsewhere in the Quarterly Report", effective as of~~ August ~~18,~~ 2022, Precigen completed the ~~previously announced~~ sale of 100% of the issued and outstanding membership interests ofin its wholly-owned subsidiary, Trans ~~Ova.~~Ova Genetics, L.C. (“Trans Ova”), a provider of reproductive technologies, including services and products sold to cattle breeders and other producers.

See also "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note 3" appearing elsewhere in this Quarterly Report for additional discussion of our discontinued operations.

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See also "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Notes 2, 4, 5 and 16" appearing elsewhere in this Quarterly Report for a discussion of Intrexon Energy Partners and Intrexon Energy Partners II.

Segments

As of ~~September 30, 2022,~~March 31, 2023, our reportable segments were (i) Biopharmaceuticals and (ii) Exemplar. These identified reportable segments met the quantitative thresholds to be reported separately for the ~~nine~~three months ended ~~September 30, 2022. The Company's segment presentation excludes amounts related~~March 31, 2023.

Prior to ~~the operations of Trans Ova and MBP Titan which are reported as discontinued operations.~~

~~Corporate~~January 1, 2023, corporate expenses, ~~which are~~were not allocated to the segments and ~~are~~were managed at a consolidated ~~level,~~level. Corporate expenses, include costs associated with general and administrative functions, including ~~our~~the Company's finance, accounting, legal, human resources, information technology, corporate communication, and investor relations functions. Corporate expenses exclude interest expense, depreciation and amortization, gain or loss on disposals of assets, stock-based compensation expense, loss on settlement agreement, and equity in net loss of ~~affiliates. See "Notes~~affiliates and include unrealized and realized gains and losses on the Company's securities portfolio as well as dividend income. Beginning in the first quarter of 2023, we began allocating certain corporate expenses to one of the reporting units within the Biopharmaceuticals reportable segment. As presented in Note 15 to the Condensed Consolidated Financial Statements (Unaudited) ~~- Note 18"~~ appearing elsewhere in this Quarterly Report, ~~for a discussion of our reportable segments and Segment Adjusted EBITDA.~~the prior year period has been reclassified to conform to the current period’s presentation.

Financial overview

We have incurred significant losses since our inception. We anticipate that we may continue to incur significant losses for the foreseeable future, and we may never achieve or maintain profitability. Our historical collaboration and licensing revenues were generated under a business model from which we have gradually transitioned, and we do not expect to expend significant resources servicing our historical collaborations in the future. We may enter into strategic transactions for individual platforms or programs in the future from which we may generate new collaboration and licensing revenues. We continue to generate product and service revenues through our Exemplar subsidiary, and in the ~~nine~~three months ended ~~September 30, 2022, generated~~March 31, 2023, it produced positive Segment Adjusted EBITDA. Products currently in our clinical pipeline will require regulatory approval and/or commercial scale-up before they may commence significant product sales and operating profits.

As we continue our efforts to focus our business and generate additional capital, we may be willing to enter into transactions involving one or more of our operating segments and reporting units for which we have goodwill and intangible assets. These efforts could result in us identifying impairment indicators or recording impairment charges in future periods. In addition, market changes and changes in judgements, assumptions, and estimates that we have made in assessing the fair value of goodwill could cause us to consider some portion or all of certain assets to become impaired.

~~See further discussion regarding our ability to continue as a going concern below under the Liquidity and capital resources section of Item 2.~~

Sources of revenue

~~Historically,~~

Although we have ~~derived~~generated revenue in the past from collaboration agreements, our ~~collaboration~~primary current revenues arise from Exemplar, which generates product and ~~licensing~~service revenues through ~~agreements with counterparties for~~ the development and ~~commercialization~~sale of ~~products enabled by our technologies. Generally, the terms of these collaborations provide that we receive some or all~~genetically engineered miniature swine models. We recognize revenue when control of the ~~following: (i) technology access fees upon signing; (ii) reimbursements of costs incurred by us for our research and development and/~~promised product or ~~manufacturing efforts related~~service is transferred to ~~specific applications provided for in~~ the ~~collaboration; (iii) milestone payments upon the achievement of specified development, regulatory and commercial activities; and (iv) royalties on sales of products arising from the collaboration.~~

Our technology access fees and milestone payments may be in the form of cash or securities of the collaborator. Our collaborations contain multiple arrangements, and we typically defer revenues from the technology access fees and milestone payments received and recognize such revenues in the future over the anticipated performance period. We are also entitled to sublicensing revenues in those situations where our collaborators choose to license our technologies to other parties.customer.

As we ~~continue to shift~~have shifted our focus onto our healthcare business, we have and may continue to mutually terminate historical collaboration agreements or repurchase rights to the exclusive fields from collaborators, relieving us of any further performance obligations under the agreement. Upon such circumstances or when we determine no further performance obligations are required of us under an agreement, we may recognize any remaining deferred revenue as either collaboration revenue or as a reduction of operating expense, depending on the circumstances. See "Notes to the ~~Condensed~~ Consolidated Financial Statements (Unaudited) - Note 5"4" appearing elsewhere in ~~the~~this Quarterly Report for a discussion of changes to our significant collaborations.

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We generate product and service revenues primarily through sales of products or services that are created from technologies developed or owned by us. Exemplar generates product and service revenues through the development and sale of genetically engineered miniature swine models. We recognize revenue when control of the promised product is transferred to the customer or when the promised service is completed.

In future periods, in connection with our focus on healthcare, our revenues will primarily depend on our ability to advance and create our own programs and the extent to which we bring products enabled by our technologies to market. Other than for collaboration revenues recognized upon cancellation or modification of an existing collaboration or for revenues generated pursuant to future strategic transactions for any of our existing platforms or programs, we expect our collaboration revenues will continue to decrease in the near ~~term.~~term, although if any new collaboration agreements or strategic transactions are entered into, revenue could be positively impacted . Our revenues will also depend upon our ability to maintain or improve the volume and pricing of Exemplar's current product and service ~~offerings.~~offerings and to develop and scale up production of new offerings from the various technologies of our subsidiaries. As we focus on our healthcare business, we anticipate that our expenses will increase substantially if, and as, we continue to advance the preclinical and clinical development of our existing product candidates and our research programs. We expect a significant period of time could pass before commercialization of our various product candidates or before the achievement of contractual milestones and the realization of royalties on product candidates commercialized under our ~~collaborations and revenues sufficient to achieve profitability.~~collaborations. Accordingly, there can be no assurance as to the timing, magnitude, and predictability of revenues, if any, to which we might be entitled.

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Cost of products and services

Cost of products and services, all which are related to our Exemplar reporting segment, includes primarily labor and related costs, drugs and supplies, feed used in production, and facility charges, including rent and depreciation. Fluctuations in the price of livestock and feed have not had a significant impact on our operating margins and no derivative financial instruments are used to mitigate the price risk.

Research and development expenses

We recognize research and development expenses as they are incurred. Our research and development expenses consist primarily of:

•salaries and benefits, including stock-based compensation expense, for personnel in research and development functions;

•fees paid to consultants and contract research organizations who perform research on our behalf and under our direction;

•costs related to laboratory supplies used in our research and development efforts and acquiring, developing, and manufacturing preclinical study and clinical trial materials;

•costs related to certain in-licensed technology rights or ~~reacquired~~ in-process research and development;

•amortization of patents and related technologies acquired in mergers and acquisitions; and

•facility-related expenses, which include direct depreciation costs and unallocated expenses for rent and maintenance of facilities and other operating costs.

Our research and development expenses are generally incurred by our reportable segments and primarily relate to either costs incurred to expand or otherwise improve our technologies or the costs incurred to develop our own products and services. Our Biopharmaceuticals segment is progressing preclinical and clinical programs that target urgent and intractable diseases in our core therapeutic areas of immuno-oncology, autoimmune disorders, and infectious diseases, including PRGN-3005, PRGN-3006, PRGN-3007, PRGN-2009, and PRGN-2012 and AG019. ~~Exemplar's~~Our Exemplar segment's research and development activities relate to new and improved pig research models. The following table summarizes our research and development expenses incurred by reportable segment and reconciles those expenses to research and development expenses on the condensed consolidated statements of operations for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

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Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Biopharmaceuticals $ 12,536 $ 12,355 $ 36,133 $ 35,539
Exemplar 86 79 244 216
Total consolidated research and development expenses $ 12,622 $ 12,434 $ 36,377 $ 35,755


	Three Months Ended March 31,
	2023		2022
Biopharmaceuticals	$	12,097	$	11,718
Exemplar	66		83




Total consolidated research and development expenses	$	12,163	$	11,801

The amount of research and development expenses may be impacted by, among other things, the number and nature of our own proprietary programs, and the number and size of programs we may support on behalf of collaboration agreements. We expect that our research and development expenses will increase as we continue to develop our own proprietary programs, including progression of these programs into preclinical and clinical stages. We believe these increases will likely include increased costs paid to consultants and contract research organizations and increased costs related to laboratory supplies.

Research and development expenses may also increase as a result of in-licensing of technologies or ongoing research and development operations that we might assume through mergers and acquisitions.

Selling, general and administrative expenses

Selling, general and administrative, or SG&A, expenses consist primarily of salaries and related costs, including stock-based compensation expense, for employees in executive, operational, finance, information technology, legal, and corporate

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communications functions. Other significant SG&A expenses include rent and utilities, insurance, accounting, and legal services (including the cost of settling ~~certain~~any claims and lawsuits), and expenses associated with obtaining and maintaining our intellectual property.

SG&A expenses may fluctuate in the future depending on the scaling of our corporate functions required to support our corporate initiatives and the outcomes of legal claims and assessments against us.

Other income (expense), net

~~Interest~~

Other income consists of interest earned on our cash and cash equivalents and short-term and long-term investments and may

fluctuate based on amounts invested and current interest rates.

~~Interest~~

Other expense consists primarily of interest on our Convertible Notes, which decreased in ~~the current period, and is expected to decrease in future periods upon the adoption~~2022 due redemption of a ~~new accounting standard effective January 1, 2022, which simplified the accounting for the~~portion of our Convertible Notes. See "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note 2"9" appearing elsewhere in this Quarterly Report for further discussion.

In September 2022, the Company retired Convertible Notes with principal of $117,560. The net gain recorded on extinguishment of $0.9 million is included in Other income(expense), net. See "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note 11" appearing elsewhere in this Quarterly Report for further discussion. The extinguishment of these Convertible Notes will alleviate us of $3.2 million in future cash interest payments had we held the Convertible Notes until maturity.

Equity in net ~~income (loss)~~loss of affiliates

Equity in net income or loss of affiliates is our pro-rata share of our equity method investments' operating results, adjusted for accretion of basis difference. We account for investments in our JVs using the equity method of accounting since we have the ability to exercise significant influence, but not control, over the operating activities of these entities.

Segment performance

We use Segment Adjusted EBITDA as our primary measure of segment performance. We define Segment Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) income tax expense or benefit, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) loss on settlement agreements where noncash consideration is paid, (vi) adjustments for accrued bonuses paid in equity awards, (vii) gain or loss on disposals of assets, (viii) loss on impairment of goodwill and other noncurrent assets, (ix) equity in net loss of affiliates, and (x) recognition of previously deferred revenue associated with upfront and milestone payments as well as cash outflows from capital expenditures and investments in affiliates, but includes proceeds

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from the sale of assets in the period sold. ~~Corporate expenses are not allocated to the segments and are managed at a consolidated level.~~ See "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note ~~18"~~15" appearing elsewhere in this Quarterly Report for further discussion of Segment Adjusted EBITDA.

Results of operations

Comparison of the three months ended ~~September 30, 2022~~March 31, 2023 and the three months ended ~~September 30, 2021~~March 31, 2022

The following table summarizes our results of operations for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ together with the changes in those items in dollars and as a percentage:

Three Months Ended
September 30, Dollar
Change Percent
Change
2022 2021
(In thousands)
Revenues
Collaboration and licensing revenues (1) $ 14,561 $ 22 $ 14,539 >200%
Product revenues 342 554 (212) (38.3) %
Service revenues 1,750 2,632 (882) (33.5) %
Other revenues 69 125 (56) (44.8) %
Total revenues 16,722 3,333 13,389 >200%
Operating expenses
Cost of products 463 482 (19) (3.9) %
Cost of services 1,114 970 144 14.8 %
Research and development 12,622 12,434 188 1.5 %
Selling, general and administrative 10,137 10,977 (840) (7.7) %
Impairment of other noncurrent assets — — — N/A
Total operating expenses 24,336 24,863 (527) (2.1) %
Operating loss (7,614) (21,530) 13,916 (64.6) %
Total other expense, net (942) (4,850) 3,908 (80.6) %
Equity in net loss of affiliates 862 — 862 N/A
Loss from continuing operations before income taxes (7,694) (26,380) 18,686 (70.8) %
Income tax benefit 50 61 (11) (18.0) %
Loss from continuing operations (7,644) (26,319) 18,675 (71.0) %
Income from discontinued operations, net of income taxes (2) 95,023 (3,445) 98,468 >200%
Net loss $ 87,379 $ (29,764) $ 117,143 >200%

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	Three Months Ended March 31,				Dollar Change		Percent Change
	2023		2022
	(In thousands)
Revenues

Product revenues	$	324	492		$	(168)	(34.1)	%
Service revenues	1,527		4,933		(3,406)		(69.0)	%
Other revenues	—		88		(88)		(100.0)	%
Total revenues	1,851		5,513		(3,662)		(66.4)	%
Operating expenses

Cost of product and services	1,527		1,694		(167)		(9.9)	%
Research and development	12,163		11,801		362		3.1	%
Selling, general and administrative	11,639		13,689		(2,050)		(15.0)	%
Impairment of goodwill	—		482		(482)		(100.0)	%

Total operating expenses	25,329		27,666		(2,337)		(8.4)	%
Operating loss	(23,478)		(22,153)		(1,325)		6.0	%
Total other income (expense), net	689		(1,802)		2,491		138.2	%
Equity in net loss of affiliates	—		(1)		1		(100.0)	%
Loss from continuing operations before income taxes	(22,789)		(23,956)		1,167		(4.9)	%
Income tax benefit	55		58		(3)		(5.2)	%
Loss from continuing operations	(22,734)		(23,898)		1,164		(4.9)	%
Income from discontinued operations, net of income taxes (1)	—		4,647		(4,647)		(100.0)	%


Net loss	$	(22,734)	$	(19,251)	$	(3,483)	18.1	%

(1)~~See "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note 5 " appearing elsewhere in this Quarterly Report.~~

~~(2)~~See "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note 3" appearing elsewhere in this Quarterly Report.

~~Collaboration~~

Revenues and ~~licensing revenues~~gross margin

~~Collaboration and licensing revenues increased $14.5~~Revenues decreased $3.7 million, or ~~greater than 200%~~66%, from the three months ended ~~September 30, 2021 due~~March 31, 2022. This decrease related to the ~~fact we obtained control~~recognition of ~~Intrexon Energy Partners and Intrexon Energy Partners II~~revenue in the ~~third~~first quarter of 2022 ~~and therefore we recognized~~related to agreements for which revenue was previously deferred that did not occur in the ~~remaining balance~~first quarter of ~~deferred revenue associated with Intrexon Energy Partners and Intrexon Energy Partners II, less the amounts paid to acquire the membership interests~~2023 of ~~the investors. See "Notes to the Condensed Financial Statements (Unaudited) – Notes 2, 4, 5 and 16” appearing elsewhere~~$1.0 million, as well as declines in ~~this Quarterly Report for further discussion of Intrexon Energy Partners and Intrexon Energy Partners II.~~

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~~Product revenues and gross margin~~

~~Product revenues decreased $0.2 million, or 38%,~~services performed resulting from ~~the three months ended September 30, 2021. The decrease in product revenues was primarily due to product mix and~~a lower ~~customer demand.~~demand from existing customers at Exemplar. Gross margin on ~~products~~product and service declined in the current period as a result of the decreased revenues and an increase in salaries, benefits, and other personnel ~~costs.~~costs at Exemplar.

~~Service revenues and gross margin~~

Service revenues decreased $0.9 million, or 34%, from the three months ended September 30, 2021. The decrease in service revenues was primarily resulting from a lower demand from existing customers. Gross margin on services declined in the current period as a result of decreased revenues and an increase in salaries, benefits, other personnel costs.

Research and development expenses

Research and development expenses increased ~~$0.2~~$0.4 million, or 2%3%, ~~from~~compared to the three months ended ~~September 30, 2021.~~March 31, 2022. This increase was primarily driven by ~~an increase in salaries, benefits, and other personnel costs of $1.0 million primarily due to an~~

increase in the hiring of employees to support the growth in our operations and offset by $0.8 decrease in contract research organization costs and lab supplies due to timing differences, the completion of our 1b/2a clinical trial of AG019 in the fourth quarter of the prior year, as well as a continued prioritization of clinical product ~~candidates with less expense incurred related to preclinical research programs for the comparable period.~~candidates.

Selling, general and administrative expenses

SG&A expenses decreased ~~$0.8~~$2.1 million, or 8%15%, ~~from~~compared to the three months ended ~~September 30, 2021. Salaries, benefits, and~~March 31, 2022. This decrease was primarily driven by a reduction in professional fees of $2.0 million, due to decreased legal fees associated with certain litigation matters.

Total other ~~personnel costs decreased $0.1~~income (expense), net

Total other income, net, increased $2.5 million compared to the three months ended March 31, 2022. This is primarily due to reduced stock compensation in 2022 and a reduction in salaries, benefits and other personnel costs due to reduced head count. Professional fees decreased $0.6 million, primarily due to decreased legal and consulting feesinterest expense associated with ~~certain matters.~~

~~Total other expense, net~~

~~Total other expense, net, is primarily related to~~ our Convertible Notes issued July ~~2018. The current period decrease is primarily~~2018 as they have been mostly retired, and increased interest income due to ~~the adoption of a new accounting standard effective January 1, 2022 noted above, which simplified the accounting for the Convertible Notes and reduced non-cash~~higher interest ~~expense. The decrease was also a result of the gain recorded~~rates on ~~the early retirement of a portion of~~ our ~~Convertible Notes of $0.9 million. The extinguishment of these Convertible Notes will alleviate us of $3.2 million in future cash interest payments had we held the Convertible Notes until maturity.~~investments.

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Segment performance

The following table summarizes Segment Adjusted EBITDA, which is our primary measure of segment performance, for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ for each of our reportable segments as well as unallocated corporate costs.


		Three Months Ended September 30,				Dollar Change		Percent Change			Three Months Ended March 31,				Dollar Change		Percent Change
		2022		2021							2023		2022
		(In thousands)									(In thousands)
Segment Adjusted EBITDA:	Segment Adjusted EBITDA:									Segment Adjusted EBITDA:
Biopharmaceuticals	Biopharmaceuticals	$	(12,417)	$	(12,661)	$	244	1.9	%	Biopharmaceuticals	$	(20,764)	$	(20,839)	$	75	0.4	%
Exemplar	Exemplar	346		1,617		(1,271)		(78.6)	%	Exemplar	121		3,558		(3,437)		(96.6)	%

Unallocated corporate costs		(5,744)		(7,166)		1,422		(19.8)	%

For a reconciliation of Segment Adjusted EBITDA to net loss from continuing operations before income taxes, see "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note ~~18"~~15" appearing elsewhere in this Quarterly Report.

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The following table summarizes revenues from external customers for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ for each of our reportable segments.


		Three Months Ended September 30,				Dollar Change		Percent Change			Three Months Ended March 31,				Dollar Change		Percent Change
		2022		2021							2023		2022
		(In thousands)									(In thousands)
Biopharmaceuticals	Biopharmaceuticals	$	14,624	$	129	$	14,495	>200%		Biopharmaceuticals	$	—	$	84	$	(84)	(100.0)	%
Exemplar	Exemplar	2,098		3,204		(1,106)		(34.5)	%	Exemplar	1,851		5,429		(3,578)		(65.9)	%

Biopharmaceuticals

~~Biopharmaceuticals collaboration and licensing revenues~~Segment Adjusted EBITDA decreased as we had increased ~~due to the fact we obtained control of Intrexon Energy Partners and Intrexon Energy Partners II and therefore we recognized the remaining balance of deferred revenue~~costs associated with ~~Intrexon Energy Partners~~the advancement of our clinical and Intrexon Energy Partners II in the third quarter of 2022 less the amounts paid to acquire the membership interests of the investors. See "Notes to the Condensed Financial Statements (Unaudited) – Notes 2, 4, 5 and 16” appearing elsewhere in this Quarterly Report for further discussion of Intrexon Energy Partners and Intrexon Energy Partners II.preclinical programs.

Exemplar

Revenues for Exemplar decreased due to a decrease in services performed resulting from a lower demand from existing customers. The decline in Segment Adjusted EBITDA was primarily due to the decreased ~~revenues~~revenues.

Liquidity and ~~increased personnel costs.~~capital resources

~~Unallocated Corporate Costs~~Sources of liquidity

~~Unallocated corporate costs decreased primarily due~~We have incurred losses from operations since our inception, and as of March 31, 2023, we had an accumulated deficit of $1.9 billion. From our inception through March 31, 2023, we have funded our operations principally with proceeds received from private and public equity and debt offerings, cash received from our collaborators, and through product and service sales made directly to ~~decreased professional fees including legal fees associated with certain matters~~customers. As of March 31, 2023, we had cash and ~~reduced head count.~~

~~Comparison~~cash equivalents of ~~the nine months ended September 30, 2022~~$9.7 million and ~~the nine months ended September 30, 2021~~

~~The following table summarizes our results~~short-term and long-term investments of ~~operations~~$101.8 million. We also had restricted cash of $13.8 million at March 31, 2023. This cash is restricted for the ~~nine months ended September 30, 2022~~permitted purposes related to our Convertible Notes, including the resolution of such notes. Cash in excess of immediate requirements is typically invested primarily in money market funds, certificate of deposits and ~~2021, together with the changes~~U.S. government debt securities in ~~those items~~order to maintain liquidity and preserve capital.

In January 2023, we closed a public offering of 43,962,640 shares of our common stock, resulting in ~~dollars~~net proceeds to us of $72.8 million, after deducting underwriting discounts, fees, and ~~as a percentage:~~other underwriting expenses.

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Nine Months Ended
September 30, Dollar
Change Percent
Change
2022 2021
(In thousands)
Revenues
Collaboration and licensing revenues (1) $ 14,561 $ 389 $ 14,172 >200%
Product revenues 1,455 1,860 (405) (21.8) %
Service revenues 8,896 7,935 961 12.1 %
Other revenues 234 399 (165) (41.4) %
Total revenues 25,146 10,583 14,563 137.6 %
Operating expenses
Cost of products 1,585 1,306 279 21.4 %
Cost of services 3,497 2,858 639 22.4 %
Research and development 36,377 35,755 622 1.7 %
Selling, general and administrative 36,496 40,197 (3,701) (9.2) %
Impairment of goodwill 482 — 482 N/A
Impairment of other noncurrent assets 638 543 95 17.5 %
Total operating expenses 79,075 80,659 (1,584) (2.0) %
Operating loss (53,929) (70,076) 16,147 (23.0) %
Total other expense, net (4,730) (14,203) 9,473�� (66.7) %
Equity in net loss of affiliates 861 (3) 864 >200%
Loss from continuing operations before income taxes (57,798) (84,282) 26,484 (31.4) %
Income tax benefit 197 173 24 13.9 %
Loss from continuing operations (57,601) (84,109) 26,508 (31.5) %
Income from discontinued operations, net of income taxes (2) 108,094 16,977 91,117 >200%
Net loss $ 50,493 $ (67,132) $ 117,625 175.2 %

~~(1)See "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note 5 " appearing elsewhere in this Quarterly Report.~~

~~(2)See "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note 3" appearing elsewhere in this Quarterly Report.~~

~~Collaboration and licensing revenues~~

Collaboration and licensing revenues increased $14.2 million or greater than 200%, from the nine months ended September 30, 2021 due to the fact we obtained control of Intrexon Energy Partners and Intrexon Energy Partners II in the third quarter of 2022 and therefore we recognized the remaining balance of deferred revenue associated with the Intrexon Energy Partners and Intrexon Energy Partners II, less the amounts paid to acquire the membership interests of the investors. See "Notes to the Condensed Financial Statements (Unaudited) – Notes 2, 4, 5 and 16” appearing elsewhere in this Quarterly Report for further discussion of Intrexon Energy Partners and Intrexon Energy Partners II.

~~Product revenues and gross margin~~

Product revenues decreased $0.4 million, or 22%, from the nine months ended September 30, 2021. The decrease in product revenues was primarily due to product mix and lower customer demand. Gross margin on products declined in the current period as a result of the decreased revenues and an increase in salaries, benefits, and other personnel costs.

~~Service revenues and gross margin~~

Service revenues increased $1.0 million, or 12%, over the nine months ended September 30, 2021. The increase in service revenues was primarily due to higher demand from existing and new customers in the early part of 2022 as well as a

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combination of price increases and a change in the pricing structure with certain customers. Gross margin on services remained comparable to the prior year as increased revenues were offset by increased costs for supplies, drugs, and personnel costs.

~~Research and development expenses~~

Research and development expenses increased $0.6 million, or 2%, over the nine months ended September 30, 2021. Salaries, benefits, and other personnel costs increased $2.2 million due to an increase in the hiring of employees to support the growth in the Company's development activities. This increase was partially offset with a decrease of contract research organization costs and lab supplies of $1.6 million, primarily due to timing differences, the completion of our 1b/2a clinical trial of AG019 in the fourth quarter of the prior year, and as well as a continued prioritization of clinical product candidates with less expense incurred related preclinical research programs for the comparable period.

~~Selling, general and administrative expenses~~

SG&A expenses decreased $3.7 million, or 9%, from the nine months ended September 30, 2021. Salaries, benefits, and other personnel costs decreased $3.6 million primarily due to $2.6 million reduced stock compensation in 2022 and reduced head count.

~~Total other expense, net~~

Total other expense, net, is primarily related to our Convertible Notes issued July 2018. The current period decrease is primarily due to the adoption of a new accounting standard effective January 1, 2022 noted above, which simplified the accounting for the Convertible Notes, reduced non-cash interest expense and as well as a $0.9 million gain in connection with the early retirement of a portion of our Convertible Notes. The extinguishment of these Convertible Notes will alleviate us of $3.2 million in future cash interest payments had we held the Convertible Notes until maturity.

~~Segment performance~~

The following table summarizes Segment Adjusted EBITDA, which is our primary measure of segment performance, for the nine months ended September 30, 2022 and 2021, for each of our reportable segments as well as unallocated corporate costs.

Nine Months Ended
September 30, Dollar
Change Percent
Change
2022 2021
(In thousands)
Segment Adjusted EBITDA:
Biopharmaceuticals $ (35,286) $ (34,055) $ (1,231) (3.6) %
Exemplar 4,699 5,312 (613) (11.5) %
Unallocated corporate costs (24,718) (24,835) 117 (0.5) %

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~~The following table summarizes revenues from external customers for the nine months ended September 30, 2022 and 2021, for each of our reportable segments.~~

Nine Months Ended
September 30, Dollar
Change Percent
Change
2022 2021
(In thousands)
Biopharmaceuticals $ 14,778 $ 723 $ 14,055 >200%
Exemplar 10,368 9,860 508 5.2 %

~~Biopharmaceuticals~~

Biopharmaceuticals collaboration and licensing revenues increased due to the fact we obtained control of Intrexon Energy Partners and Intrexon Energy Partners II in the third quarter of 2022 and therefore we 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. See "Notes to the Condensed Financial Statements (Unaudited) – Notes 2, 4, 5 and 16” appearing elsewhere in this Quarterly Report for further discussion of Intrexon Energy Partners and Intrexon Energy Partners II.

~~Exemplar~~

Revenues for Exemplar increased due to an increase in services performed resulting from a higher demand from existing and new customers. The improvement in Segment Adjusted EBITDA was primarily due to the increased revenues in the first half of 2022.

~~Unallocated Corporate Costs~~

~~Unallocated corporate costs increased primarily due to increased professional fees including legal fees associated with certain matters.~~

~~Liquidity and capital resources~~

~~Sources of liquidity~~

We have historically financed our operations primarily through public offerings and private placements of our capital stock, and up front and milestone consideration received under our collaboration and licensing agreements. In addition, cash flows from our Exemplar segment and businesses previously sold (including proceeds from those sales) have provided sources of funds to finance our operations. As of September 30, 2022, we had $71,327 in cash, cash equivalents, and short-term investments.

~~At-the-Market Sales Agreement~~

As disclosed in "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note 13" appearing elsewhere in this Quarterly Report, on August 9, 2022, we entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. Pursuant to which we may issue and sell from time to time shares of Company’s common stock of up to $100,000. The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Company intends to use the proceeds of the offering, when and if utilized, to fund the development of clinical and preclinical product candidates and for working capital and other general corporate purposes.

~~Going Concern~~

During the nine months ended September 30, 2022, we incurred a loss from continuing operations of $57,601 and used $49,649 of cash in our operations, and as of September 30, 2022, had an accumulated deficit of $1,846,391. We have also incurred operating losses since our inception and management expects operating losses and negative cash flows from operations to continue for the foreseeable future and, as a result, we will require additional capital to fund our operations and execute our business plan. In addition, as of September 30, 2022, we had $153,770 in cash, cash equivalents, short-term investments, and restricted cash, and had no committed source of additional funding from either debt or equity financings, although we may, at our discretion, sell equity securities under the terms of the at-the-market sales agreement, subject to certain conditions and limitations.~~See “Notes to the Condensed Consolidated Financial Statements (Unaudited) – Note 13” appearing elsewhere in this Quarterly Report for further discussion of our at-the-market sales agreement.~~

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Given our current cash position and forecasted negative cash flows from operating activities for the foreseeable future, as well as convertible notes of $82,440 that are due on July 1, 2023, management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. See “Notes to the Condensed Consolidated Financial Statements (Unaudited) – Note 11” appearing elsewhere in this Quarterly Report for further discussion of our convertible debt agreement.

Our ability to fund operations on an ongoing basis is dependent upon the successful execution of management’s plans, which include raising additional capital in the near term. This additional capital could be raised through a combination of non-dilutive financings (including collaborations, strategic alliances, monetization of non-core assets, marketing, distribution or licensing arrangements), dilutive financings (including equity and/or debt financings) and, in the longer term, from revenue related to product sales, to the extent its product candidates receive marketing approval and can be commercialized. There can be no assurance that new financings or other transactions will be available to us on commercially acceptable terms, or at all.Also, any collaborations, strategic alliances, monetization of non-core assets or marketing, distribution or licensing arrangement may require us to give up some or all of our rights to a product or technology, which in some cases may be at less than the full potential value of such rights.If we are unable to obtain additional capital, we will assess our capital resources and we may be required to delay, reduce the scope of, or eliminate some or all of our operations, which may include research and development and clinical trials. This may have a material adverse effect on our business, financial condition, results of operations and our ability to operate as a going concern.

~~We currently generate cash receipts primarily from sales of products and services at our Exemplar segment and from strategic transactions.~~

Cash flows

The following table sets forth the significant sources and uses of cash for the periods set forth below:


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
		(In thousands)					(In thousands)
Net cash provided by (used in):	Net cash provided by (used in):					Net cash provided by (used in):
Operating activities	Operating activities	$	(49,649)	$	(41,182)	Operating activities	$	(18,388)	$	(18,783)
Investing activities	Investing activities	214,996		(90,469)		Investing activities	(50,408)		16,568
Financing activities	Financing activities	(116,010)		121,297		Financing activities	44,174		(163)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(804)		264		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(28)		(230)
Net increase (decrease) in cash, cash equivalents, and restricted cash		$	48,533	$	(10,090)
Net decrease in cash, cash equivalents, and restricted cash						Net decrease in cash, cash equivalents, and restricted cash	$	(24,650)	$	(2,608)

Cash flows from operating activities:

During the ~~nine~~three months ended September 30, 2022, our net income was $50.5 million, which includes the gain on sale of discontinued operations of $94.7 million which is presented as an adjustment to net income to net cash used in operating activities as the cash flows from the sale is presented within cash flows from investing activities; additional significant noncash expenses totaling $17.0 million from continuing operations which also adjusted net income to net cash from operating activities included: (i) $9.0 million of depreciation and amortization expense and (ii) $8.0 million of stock-based compensation expense

~~During the nine months ended September 30, 2021,~~March 31, 2023, our net loss was ~~$67.1~~$22.7 million, which includes the following significant noncash expenses totaling ~~$30.5~~$5.3 million: (i) $3.1 million of stock-based compensation expense, (ii) $1.7 million of depreciation and amortization expense, and (iii) $0.5 million of shares issued as payment for services.

During the three months ended March 31, 2022, our net loss was $19.3 million, which includes the following significant noncash expenses totaling $8.3 million from both continuing and discontinued operations: (i) ~~$11.5~~$3.6 million of stock-based compensation expense, (ii) ~~$10.4~~$3.3 million of depreciation and amortization expense, ~~and~~ (iii) ~~$8.6~~$0.3 million accretion of debt discount and amortization of deferred financing ~~costs. These expenses were partially offset by a $4.6~~costs, (iv) $0.6 million ~~noncash gain recognized upon the termination~~ of ~~our MBP Titan facility lease in January 2021.~~shares issued as payment for services, and (vi) $0.5 million of goodwill impairment.

Our cash outflows from operations during the ~~nine~~three months ended ~~September 30, 2022 increased $8.5~~March 31, 2023 were $0.4 million ~~from~~lower than the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 primarily due ~~to decreased~~the settlement in 2023 of previously accrued short-term incentive bonuses in stock awards whereas the majority of our 2021 short-term incentive bonuses were paid in cash ~~inflows provided by Trans Ova (which was sold~~ in ~~August 2022) and Exemplar.~~the first quarter of 2022.

Cash flows from investing activities:

During the ~~nine~~three months ended ~~September 30, 2022, we received $162.3 million of proceeds from the sale of discontinued operations and $57.0 million of proceeds from maturities of investments.~~

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~~During the nine months ended September 30, 2021,~~March 31, 2023, we purchased ~~$92.2~~$50.3 million of investments, net of sales and maturities, primarily using the proceeds received from the underwritten public offering discussed ~~below.~~below under cash flows from financing activities.

During the three months ended March 31, 2022, we received proceeds of $18.0 million related to the sale and maturity of investments.

Cash flows from financing activities:

During the ~~nine~~three months ended ~~September 30, 2022, we repurchased Convertible Notes for $115.7 million. Additionally, in October 2022, we made additional repurchases of Convertible Notes of $26.4 million.~~

~~During the nine months ended September 30, 2021,~~March 31, 2023, we received ~~$121.0~~$73.5 million proceeds from the sale of our common stock in an underwritten public ~~offering.~~offering and retired $29.3 million of our Convertible Notes using restricted cash.

During the three months ended March 31, 2022, we made payments of long-term debt of $0.2 million .

Future capital requirements

~~As discussed in the liquidity and capital resource section above in Item 2, we~~We believe our existing liquid assets will ~~not be sufficient to~~ enable us to ~~continue as a going concern~~fund our operating expenses and capital requirements for at least the next ~~twelve months without additional capital in the near term.~~12 months. Our future capital requirements will depend on many factors, including:

•progress in our research and development programs, as well as the magnitude of these programs;

•any delays or potential delays to our clinical trials as a result of the COVID-19 pandemic;

•the timing of regulatory approval of our product candidates and those of our collaborations;

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•the timing, receipt, and amount of any payments received in connection with strategic transactions;

•the timing, receipt, and amount of upfront, milestone, and other payments, if any, from present and future collaborators, if any;

•the timing, receipt, and amount of sales and royalties, if any, from our product candidates;

•the timing and capital requirements to scale up our various product candidates and service offerings and customer acceptance thereof;

•our ability to maintain and establish additional collaborative arrangements and/or new strategic initiatives;

•the resources, time, and cost required for the preparation, filing, prosecution, maintenance, and enforcement of our intellectual property portfolio;

•strategic mergers and acquisitions, if any, including both the upfront acquisition cost as well as the cost to integrate, maintain, and expand the strategic target;

•the costs associated with legal activities, including litigation, arising in the course of our business activities and our ability to prevail in any such legal disputes; and

•the effects, duration, and severity of the ongoing COVID-19 pandemic and the actions we have taken or may take in response, any of which could significantly impact our business, operations, and financial results.

Until such time, if ever, as we can regularly generate positive operating cash flows, we plan to finance our cash needs through a combination of equity offerings, debt financings, government, or other third-party funding, strategic alliances, sales of assets, and licensing arrangements. ~~As the COVID-19 pandemic continues to negatively impact the economy, our future access to capital on favorable terms may be materially impacted.~~ We may not be able to raise sufficient additional funds on terms that are favorable to us, if at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our common shareholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common shareholders. Our current stock price may make it more difficult to pursue equity financings and lead to substantial dilution if the price of our common stock does not increase. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise additional funds through strategic transactions, collaborations, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates, or to grant licenses on terms that may not be favorable to us.

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We are subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of product candidates. Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development, and clinical manufacturing of its product candidates. Our success is dependent upon our ability to continue to raise additional capital in order to fund ongoing research and development, adequately satisfy or renegotiate long-term debt obligations, obtain regulatory approval of our products, successfully commercialize our products, generate revenue, meet our obligations, and, ultimately, attain profitable operations. ~~Our ability to achieve what is necessary for our success may be negatively impacted by the uncertainty caused by the COVID-19 pandemic.~~

See the section entitled "Risk Factors" in our Annual Report for additional risks associated with our substantial capital requirements.

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Contractual obligations and commitments

The following table summarizes our significant contractual obligations and commitments from continuing operations as of ~~September 30, 2022~~March 31, 2023 and the effects such obligations are expected to have on our liquidity and cash flows in future periods:


		Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years			Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
		(In thousands)											(In thousands)
Operating leases	Operating leases	$	12,819	$	1,988	$	4,336	$	3,079	$	3,416	Operating leases	$	11,066	$	2,055	$	4,982	$	2,182	$	1,847

Convertible debt (1)	Convertible debt (1)	82,440		82,440				—		—		Convertible debt (1)	13,845		13,845		—		—		—
Cash interest payable on convertible debt	Cash interest payable on convertible debt	2,850		2,850				—		—		Cash interest payable on convertible debt	242		242		—		—		—

Total	Total	$	98,109	$	87,278	$	4,336	$	3,079	$	3,416	Total	$	25,153	$	16,142	$	4,982	$	2,182	$	1,847

(1)See "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Notes ~~11"~~9" appearing elsewhere in this Quarterly Report for further discussion of our convertible debt.

In addition to the obligations in the table above, as of ~~September 30, 2022~~March 31, 2023, we ~~also have the following significant contractual obligations described below.~~

We are party to ~~in-licensed research and development~~license agreements with various ~~academic and commercial institutions where we could be required to make~~third parties that contain future ~~payments for annual maintenance fees as well as for~~ milestones and ~~royalties we might receive upon~~royalty payment obligations related to development milestones and/or commercial sales of products that incorporate or use their technologies. ~~These~~Because these agreements are generally subject to termination by us ~~and therefore~~or are dependent on certain condition precedents within our control, no amounts are included in the tables above. As of ~~September 30, 2022,~~March 31, 2023, we also had research and development commitments with third parties totaling ~~$21.8~~$18.2 million that had not yet been incurred.

~~Net operating losses~~

As of September 30, 2022, we had net operating loss carryforwards of approximately $818.0 million for U.S. federal income tax purposes available to offset future taxable income, including $603.0 million generated after 2017, U.S. capital loss carryforwards of $212.5 million, and U.S. federal and state research and development tax credits of approximately $11.7 million, prior to consideration of annual limitations that may be imposed under Section 382 of the Internal Revenue Code of 1986, as amended, or Section 382. Net operating loss carryforwards generated prior to 2018 have begun to expire in 2022, and capital loss carryforwards will expire if unutilized beginning in 2024. Our foreign subsidiaries included in continuing operations have foreign loss carryforwards of approximately $64.2 million, most of which do not expire. Excluding certain deferred tax liabilities totaling $2.1 million, our remaining net deferred tax assets, which primarily relate to these loss carryforwards, are offset by a valuation allowance due to our history of net losses.

As a result of our past issuances of stock, 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 September 30, 2022, Precigen has utilized all net operating losses subject to Section 382 limitations, other than those losses inherited via acquisitions. As of September 30, 2022, approximately $41.4 million of available domestic net operating losses were inherited via acquisitions 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.

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Off-balance sheet arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements as defined under SEC rules.

Critical accounting policies and estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which we have prepared in accordance with generally accepted accounting principles in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting policies from those described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report.

Recent accounting pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note 2" appearing elsewhere in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The following sections provide quantitative information on our exposure to interest rate risk. We make use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.

Interest rate risk

We had cash, cash equivalents and short-term and long-term investments of ~~$71.3~~$111.6 million and ~~$157.2~~$56.0 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. Our cash and cash equivalents and short-term and long-term investments consist of cash, money market funds, U.S. government debt and agency securities, and certificates of deposit. The primary objectives of our investment activities are to preserve principal, maintain liquidity, and maximize income without significantly increasing risk. Our investments consist of U.S. government debt and agency securities and certificates of deposit, which may be subject to market risk due to changes in prevailing interest rates that may cause the fair values of our investments to fluctuate. We believe that a hypothetical 100 basis point increase in interest rates would not materially affect the fair value of our interest-sensitive financial instruments and any such losses would only be realized if we sold the investments prior to maturity.

Item 4. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we carried out an evaluation, under supervision and with the participation of our management, including our Chief Executive Officer ("CEO"), who is our principal executive officer, and our Chief Financial Officer ("CFO"), who is our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, as of the end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the three months ended ~~September 30, 2022,~~March 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the course of our business, we are involved in litigation or legal matters, including governmental investigations. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of ~~September 30, 2022,~~March 31, 2023, we do not believe that any such matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations, or cash flows.

See "Notes to the Condensed Consolidated Financial Statements (Unaudited) - Note ~~16"~~14" appearing elsewhere in this Quarterly Report for further discussion of ongoing legal matters.

Item 1A. Risk Factors

As disclosed in "Summary of Risk Factors" and "Item 1A. Risk Factors" in our Annual Report, there are a number of risks and uncertainties that may have a material effect on the operating results of our business and our financial condition. There are no additional material updates or changes to our risk factors since the filing of our Annual ~~Report, except as discussed below.~~Report.

In evaluating our risks, readers also should carefully consider the risk factors discussed in our Annual Report, ~~and the risk factor included in this Quarterly Report on Form 10-Q,~~ which could materially affect our business, financial condition, or operating results, in addition to the other information set forth in this report and in our other filings with the SEC.

The proceeds received from the sale of our subsidiary, Trans Ova, together with certain additional funds, were placed in a segregated account upon the closing of the Transaction and must be used for certain permitted purposes, including resolution of our outstanding convertible bonds, and therefore we have limited discretion in the use of proceeds and the additional funds we put in.

On July 1, 2022, we entered into an agreement (the “Purchase Agreement”) to sell 100% of the outstanding membership interests of Trans Ova Genetics, L.C., an Iowa limited liability company (“Trans Ova”), our wholly-owned subsidiary, to Spring Bidco LLC, a Delaware limited liability company (the “Buyer”) in exchange for $170.0 million in cash payable at the closing of the transaction (subject to a working capital adjustment mechanism) and up to $10.0 million in cash in earn-out payments over two years (the “Transaction”).

In connection with the closing of the Transaction, as of September 30, 2022, we held a total of $82.4 million, in a segregated account and will use such funds for certain permitted purposes, including resolution of our outstanding convertible bonds. Therefore, we have limited discretion in the use of proceeds in the segregated account, which may have a negative impact on our liquidity and ability to satisfy our capital requirements and we may be prevented from using the cash opportunistically for other purposes.

~~There is substantial doubt about our ability to continue as a going concern~~.

During the nine months ended September 30, 2022, we incurred a loss from continuing operations of $57.6 million and used $49.7 million of cash in our operations, and as of September 30, 2022, had an accumulated deficit of $1,846 million. Given the our current cash position and forecasted negative cash flows from operating activities for the foreseeable future, as well as convertible notes with a face value of $82.4 million that are due on July 1, 2023, management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern.Our ability to fund our operations is dependent upon our management’s plans, which include raising additional capital in the near term. This additional capital could be raised through a combination of non-dilutive financings (including collaborations, strategic alliances, monetization of non-core assets, marketing, distribution or licensing arrangements), dilutive financings (including equity and/or debt financings) and, in the longer term, from revenue related to product sales, to the extent its product candidates receive marketing approval and can be commercialized. There can be no assurance that new financings or other transactions will be available to us on commercially acceptable terms, or at all, and such financings may adversely affect the holdings or rights of our stockholders and may cause significant dilution to existing stockholders.

Further, the doubt regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Also, any collaborations, strategic alliances, monetization of non-core assets or

marketing, distribution or licensing arrangement may require us to give up some or all of our rights to a product or technology, which in some cases may be at less than the full potential value of such rights. If we are unable to obtain additional capital, we will assess our capital resources and may be required to delay, reduce the scope of, or eliminate some or all of our operations, which may include research and development and clinical trials. This may have a material adverse effect on our business, financial condition, results of operations and ability to operate as a going concern. The accompanying unaudited financial statements do not include any adjustments that might be necessary if we are not able to continue as a going concern. Additionally, if we are unable to continue as a going concern, our stockholders may lose some or all of their investment in us. See also “Notes to Condensed Consolidated Financial Statement (Unaudited) – Note 2” appearing elsewhere in this Quarterly Report for additional discussion of our liquidity and ability to continue as a going concern.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults on Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

5341

Item 6. Exhibits


Exhibit No.						Description
~~1.1~~10.1+						~~Sales~~Amended and Restated Exclusive License Agreement with Alaunos Therapeutics, dated August 9, 2022, between Precigen, Inc. and Cantor Fitzgerald & Co., originally filed as Exhibit 1.1 to Precigen's Form 8-K filed with the SEC on August 9, 2022, which is incorporated by reference hereinApril 3, 2023.
~~2.1~~						Membership Interest Purchase Agreement dated July 1, 2022 by and among Precigen, Inc., Trans Ova Genetics, L.C. and Spring Bidco LLC, originally filed as Exhibit 2.1 to Precigen’s Form 8-K filed with the SEC on July 5, 2022, which is incorporated by reference herein

~~2.2~~						Guarantee by and among Precigen, Inc., Trans Ova Genetics, L.C., Spring Bidco LLC and Houdstermaatschappij Wilg B.V., dated as of July 1, 2022, originally filed as Exhibit 2.2 to Precigen’s Form 8-K filed with the SEC on July 5, 2022, which is incorporated by reference herein

31.1						Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101**						Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended ~~September 30, 2022,~~March 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language)). Attached as Exhibit 101.0 to this Quarterly Report on Form 10-Q are the following documents formatted in XBRL: (i) the Condensed Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, (ii) the Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (iii) the Condensed Consolidated Statements of Comprehensive Loss for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (iv) the Condensed Consolidated Statements of Shareholders' Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (v) the Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ and (vi) the Notes to the Condensed Consolidated Financial Statements.

104**						Cover Page Interactive Data File (embedded within the Inline XBRL document).

** Furnished herewith.

+ Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets [*****] because the identified confidential portions (i) are not material and (ii) is the type of information the Registrant treats as private or confidential, in accordance with Regulation S-K, Item 601(b)(10).

SIGNATURES

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 thereunto duly authorized.

Precigen, Inc.

(Registrant)

Date: ~~November 9, 2022~~May 10, 2023

By:

/s/ HARRY THOMASIAN JR.

Harry Thomasian Jr.

Chief Financial Officer

(Principal Financial and Accounting Officer)

5543


	September 30, 2022		December 31, 2021
Supplies, embryos and other production materials	$	19	$	23

Livestock	200		303

Total inventory	$	219	$	326


	Three Months Ended September 30, 2022
	Biopharmaceuticals		Exemplar		Total
Revenues from external customers	$	14,624	$	2,098	$	16,722
Intersegment revenues	—		—		—
Total segment revenues	$	14,624	$	2,098	$	16,722


	Nine Months Ended September 30, 2022
	Biopharmaceuticals		Exemplar		Total
Revenues from external customers	$	14,778	$	10,368	$	25,146
Intersegment revenues	1,446		—		1,446
Total segment revenues	$	16,224	$	10,368	$	26,592