Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36042 | |
Entity Registrant Name | PRECIGEN, INC. | |
Entity Incorporation, State or Country Code | VA | |
Entity Tax Identification Number | 26-0084895 | |
Entity Address, Address Line One | 20374 Seneca Meadows Parkway | |
Entity Address, City or Town | Germantown, | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20876 | |
City Area Code | 301 | |
Local Phone Number | 556-9900 | |
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | PGEN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 252,419,690 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001356090 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 17,478 | $ 7,578 |
Short-term investments | 27,280 | 55,277 |
Receivables | ||
Trade, less allowance for credit losses of $0 and $184 as of March 31, 2024 and December 31, 2023 | 872 | 902 |
Other | 290 | 673 |
Prepaid expenses and other | 3,626 | 4,325 |
Total current assets | 49,546 | 68,755 |
Property, plant and equipment, net | 12,620 | 7,111 |
Intangible assets, net | 38,717 | 40,701 |
Goodwill | 26,555 | 26,612 |
Right-of-use assets | 6,658 | 7,097 |
Other assets | 751 | 767 |
Total assets | 134,847 | 151,043 |
Current liabilities | ||
Accounts payable | 4,716 | 1,726 |
Accrued compensation and benefits | 9,962 | 8,250 |
Other accrued liabilities | 7,296 | 6,223 |
Settlement and indemnification accruals | 5,075 | 5,075 |
Deferred revenue | 407 | 509 |
Current portion of lease liabilities | 1,318 | 1,202 |
Total current liabilities | 28,774 | 22,985 |
Deferred revenue, net of current portion | 1,888 | 1,818 |
Lease liabilities, net of current portion | 5,387 | 5,895 |
Deferred tax liabilities | 1,779 | 1,847 |
Total liabilities | 37,828 | 32,545 |
Commitments and contingencies (Note 13) | ||
Shareholders' equity | ||
Common stock, no par value, 400,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 256,398,527 shares issued as of March 31, 2024 and December 31, 2023, $250,248,808 shares and $248,919,096 shares outstanding as of March 31, 2024 and December 31, 2023, respectively. | 0 | 0 |
Additional paid-in capital | 2,088,025 | 2,084,916 |
Accumulated deficit | (1,988,209) | (1,964,471) |
Accumulated other comprehensive loss | (2,797) | (1,947) |
Total shareholders' equity | 97,019 | 118,498 |
Total liabilities and shareholders' equity | $ 134,847 | $ 151,043 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Shareholders' equity | ||
Accounts receivable allowance for credit losses | $ 0 | $ 184 |
Common stock, no par value (in usd per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 256,398,527 | 256,398,527 |
Common stock, shares outstanding (in shares) | 250,248,808 | 248,919,096 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other Income (Expense), Net | ||
Loss before income taxes | $ (23,767) | $ (22,789) |
Income tax benefit | 29 | 55 |
Net loss | $ (23,738) | $ (22,734) |
Net loss per share | ||
Net (loss) income per share, basic (in dollars per share) | $ (0.10) | $ (0.10) |
Net (loss) income per share, diluted (in dollars per share) | $ (0.10) | $ (0.10) |
Weighted average shares outstanding, basic (in shares) | 249,220,335 | 229,770,381 |
Weighted average shares outstanding, diluted (in shares) | 249,220,335 | 229,770,381 |
Continuing Operations | ||
Revenues | ||
Total revenues | $ 1,065 | $ 1,851 |
Operating Expenses | ||
Research and development | 14,249 | 12,163 |
Selling, general and administrative | 10,151 | 11,639 |
Total operating expenses | 25,475 | 25,329 |
Operating loss | (24,410) | (23,478) |
Other Income (Expense), Net | ||
Interest expense | (2) | (324) |
Interest income | 608 | 633 |
Other income, net | 37 | 380 |
Total other income, net | 643 | 689 |
Loss before income taxes | (23,767) | (22,789) |
Income tax benefit | 29 | 55 |
Continuing Operations | Product revenues | ||
Revenues | ||
Total revenues | 138 | 324 |
Continuing Operations | Service revenues | ||
Revenues | ||
Total revenues | 919 | 1,527 |
Operating Expenses | ||
Cost of products and services | 1,075 | 1,527 |
Continuing Operations | Other revenues | ||
Revenues | ||
Total revenues | $ 8 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (23,738) | $ (22,734) |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on investments | (1) | 262 |
(Loss) gain on foreign currency translation adjustments | (849) | 527 |
Comprehensive loss | $ (24,588) | $ (21,945) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity | ||||||
Treasury stock (in shares) beginning balance | 0 | |||||
Balances (in shares) at Dec. 31, 2022 | 208,150,021 | |||||
Balances at Dec. 31, 2022 | $ 126,259 | $ 0 | $ 0 | $ 1,998,314 | $ (3,488) | $ (1,868,567) |
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 3,131 | 3,131 | ||||
Shares issued upon vesting of restricted stock units and for exercises of stock options (in shares) | (697,815) | |||||
Shares issued upon vesting of restricted stock units | 0 | |||||
Shares issued for accrued compensation (in shares) | 2,206,469 | |||||
Shares issued for accrued compensation | 3,361 | 3,361 | ||||
Shares issued as payment for services (in shares) | (465,808) | |||||
Shares issued as payment for services | 545 | 545 | ||||
Shares issued in public offering, net of issuance costs (in shares) | 43,962,640 | |||||
Shares issued in public offerings, net of issuance costs | 72,782 | 72,782 | ||||
Net loss | (22,734) | (22,734) | ||||
Other comprehensive loss | 789 | 789 | ||||
Treasury stock (in shares) ending balance at Mar. 31, 2023 | 0 | |||||
Balances (in shares) at Mar. 31, 2023 | 255,482,753 | |||||
Balances at Mar. 31, 2023 | $ 184,133 | $ 0 | $ 0 | 2,078,133 | (2,699) | (1,891,301) |
Increase (Decrease) in Stockholders' Equity | ||||||
Treasury stock (in shares) beginning balance | 0 | |||||
Treasury stock (in shares) beginning balance | 7,479,431 | |||||
Balances (in shares) at Dec. 31, 2023 | 248,919,096 | 248,919,096 | ||||
Balances at Dec. 31, 2023 | $ 118,498 | $ 0 | $ 0 | 2,084,916 | (1,947) | (1,964,471) |
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 2,581 | 2,581 | ||||
Shares issued upon vesting of restricted stock units and for exercises of stock options (in shares) | (961,534) | (961,534) | ||||
Shares issued upon vesting of restricted stock units | 0 | |||||
Shares issued as payment for services (in shares) | (368,178) | (368,178) | ||||
Shares issued as payment for services | 528 | 528 | ||||
Net loss | (23,738) | (23,738) | ||||
Other comprehensive loss | $ (850) | (850) | ||||
Treasury stock (in shares) ending balance at Mar. 31, 2024 | 6,149,719 | |||||
Balances (in shares) at Mar. 31, 2024 | 250,248,808 | 250,248,808 | ||||
Balances at Mar. 31, 2024 | $ 97,019 | $ 0 | $ 0 | $ 2,088,025 | $ (2,797) | $ (1,988,209) |
Increase (Decrease) in Stockholders' Equity | ||||||
Treasury stock (in shares) beginning balance | 6,149,719 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (23,738) | $ (22,734) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,595 | 1,711 |
Gain on disposals of assets, net | (3) | 0 |
Gain on debt retirement | 0 | (106) |
Amortization of (discounts) premiums on investments, net | (397) | (203) |
Stock-based compensation expense | 2,581 | 3,131 |
Shares issued as payment for services | 528 | 545 |
Accretion of debt discount and amortization of deferred financing costs | 0 | 34 |
Deferred income taxes | (29) | (55) |
Receivables: | ||
Trade | 30 | (793) |
Other | 383 | (925) |
Prepaid expenses and other | 699 | 743 |
Other assets | 4 | (27) |
Accounts payable | 2,653 | (249) |
Accrued compensation and benefits | 1,722 | 1,936 |
Other accrued liabilities | (126) | (1,597) |
Deferred revenue | (32) | 22 |
Lease liabilities | 40 | 195 |
Other long-term liabilities | 0 | (16) |
Net cash used in operating activities | (14,090) | (18,388) |
Cash flows from investing activities | ||
Purchases of investments | (17,190) | (108,163) |
Sales and maturities of investments | 45,583 | 57,909 |
Purchases of property, plant and equipment | (4,351) | (154) |
Proceeds from sale of assets | 3 | 0 |
Net cash provided by (used in) investing activities | 24,045 | (50,408) |
Cash flows from financing activities | ||
Proceeds from issuance of shares, net of issuance costs | 0 | 73,501 |
Payments of long-term debt and convertible notes, including cost to retire of $57 in 2023 | 0 | (29,327) |
Net cash provided by financing activities | 0 | 44,174 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (60) | (28) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 9,895 | (24,650) |
Cash, cash equivalents, and restricted cash | ||
Beginning of period | 7,848 | 48,596 |
End of period | 17,743 | 23,946 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | 3 | 924 |
Accrued compensation paid in equity awards | 0 | 3,361 |
Purchases of property and equipment included in accounts payable and other accrued liabilities | 2,109 | 24 |
Issuance costs included in accounts payable and other accrued liabilities | 0 | 719 |
Cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 17,478 | |
Restricted cash included in other assets | 265 | |
Cash, cash equivalents, and restricted cash | $ 17,743 | $ 23,946 |
Statement of Cash Flows (Parent
Statement of Cash Flows (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Statement of Cash Flows [Abstract] | |
Payment for debt extinguishment or debt prepayment cost | $ 57 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Precigen, Inc. ("Precigen"), a Virginia corporation, is a dedicated discovery and clinical-stage biopharmaceutical company advancing the next generation of gene and cell therapies with the overall goal of improving outcomes for patients with significant unmet medical needs. Precigen is leveraging its proprietary technology platforms to develop product candidates designed to target urgent and intractable diseases in its core therapeutic areas of immuno-oncology, autoimmune disorders, and infectious diseases. Precigen has developed an extensive pipeline of therapies across multiple indications within these core focus areas. Precigen’s primary operations are located in the State of Maryland. Precigen also has two wholly owned 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, with its primary operations located in Ghent, Belgium. Exemplar is committed to enabling the study of life-threatening human diseases through the development of Yucatan MiniSwine preclinical research models and services, as well as enabling the production of cells and organs in its genetically engineered MiniSwine for regenerative medicine applications. Exemplar’s primary operations are located in the State of Iowa. Precigen and its consolidated subsidiaries are hereinafter referred to as the "Company." |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 March 31, 2024 and results of operations and cash flows for the interim periods ended March 31, 2024 and 2023. 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, 2024, or for any other future annual or interim period. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with 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, 2023. 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 and Going Concern During the three months ended March 31, 2024, the Company incurred a net loss of $23,738 and used $14,090 of cash in our operations, and as of March 31, 2024, had an accumulated deficit of $1,988,209. The Company has incurred operating losses since its inception and 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 of March 31, 2024, the Company had $44,758 in cash, cash equivalents and short-term investments, and had no committed source of additional funding from either debt or equity financings. The Company’s current cash and investments position is not sufficient to fund the Company's planned operations through one year after the date the interim financial statements are issued and accordingly, there is substantial doubt about the Company's ability to continue as a going concern. The analysis used to determine the Company's ability to continue as a going concern does not include cash sources outside of the Company's direct control that management expects to be available within the next twelve months. 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 debt financings, collaborations, strategic alliances, monetization of non-core assets, marketing, distribution or licensing arrangements), dilutive financings (including equity and/or debt financings which may include an equity component) 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 or licensing arrangement may require the Company to give up some or all of its rights to a product or technology, which in some cases may be at less than the full potential value of such rights. If the 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. These interim financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer 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. Research and 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 acquire technology rights, contract research organizations and consultants, facilities, materials and supplies associated with research and development projects as well as various laboratory studies. Costs incurred in 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, 2024 and December 31, 2023, the Company had research and development commitments with third parties that had not yet been incurred totaling $19,210 and $17,800, respectively. The commitments are generally cancellable by the Company by providing written notice at least sixty days before the desired 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 dependent upon the performance of the issuer. Short-term and Long-Term Investments As of March 31, 2024 and December 31, 2023 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 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 liability. As a basis for considering such assumptions, the Company uses a three-tier fair value hierarchy that prioritizes the inputs used in 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 the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: 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 as described in the next paragraph. Therefore, basic and diluted net loss per share were the same for all periods presented. See Note 10 for further discussion of the Company's Share Lending Agreement, which was terminated on October 1, 2023. The following potentially dilutive securities as of March 31, 2024 and 2023, have been excluded from the above computations of diluted weighted average shares outstanding for the three months then ended as they would have been anti-dilutive: March 31, 2024 2023 Options 22,715,549 16,945,209 Restricted stock units 786,709 1,877,308 Total 23,502,258 18,822,517 In addition, the Company's Convertible Notes, prior to their retirement in the second quarter of 2023, were convertible at an exercise price of approximately $17.05 per share of common stock, representing approximately 812,178 shares at March 31, 2023. The shares underlying the Convertible Notes were considered for the dilutive calculation but were excluded in all periods presented for which the Convertible Notes were outstanding, as their effect was anti-dilutive. See Note 8 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 consists of (i) Biopharmaceuticals and (ii) Exemplar, each an operating segment that was also determined to be a reportable segment. The Biopharmaceuticals reportable segment is primarily comprised of the Company's legal entities of Precigen and ActoBio. See Note 1 for a description of Precigen, ActoBio and Exemplar. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures. According to ASU 2023-07, public entities are required to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker and included in the reported measure of segment profit or loss. This updated standard is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. We do not believe the adoption of ASU 2023-07 will have a material impact on our consolidated financial statements and disclosures. There are no other new accounting standards which have not yet been adopted that are expected to have a significant impact on our financial statements and related disclosures. |
Collaboration and Licensing Rev
Collaboration and Licensing Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration and Licensing Revenue | Collaboration and Licensing Revenue The Company's 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. 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. There was no collaboration and licensing revenue recognized during both the three months ended March 31, 2024 and 2023. 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 an Exclusive License Agreement by and between the Company and Alaunos, dated October 5, 2018. Pursuant to the terms of the License Agreement, the Company granted Alaunos an exclusive, worldwide, royalty-free, sub-licensable license to certain patents and know-how to research, develop and commercialize T-cell receptor products, which are referred to as TCR 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 to certain patents relating to the Sleeping Beauty technology to research, develop and commercialize TCR Products (other than those designed for neoantigens) for the treatment of cancer and in the HPV Field. The Company also granted Alaunos certain non-exclusive rights to certain patents and know-how to research, develop and commercialize products developed under or arising from a program of research and development focused on NK cells and gamma delta T-cells in the HPV field. Alaunos has the exclusive right to conduct in its sole discretion, and is solely responsible for all aspects of, the research, development and commercialization of the licensed products for the treatment of cancer and is not subject to a diligence obligation with respect to such efforts. 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 each 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 subject to a certain cure period. 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. 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 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 services, if any, to be performed over the next year. Deferred revenue consisted of the following: March 31, December 31, Collaboration and licensing agreements $ 1,818 $ 1,818 Prepaid product and service revenues 15 15 Other 462 494 Total $ 2,295 $ 2,327 Current portion of deferred revenue $ 407 $ 509 Long-term portion of deferred revenue 1,888 1,818 Total $ 2,295 $ 2,327 |
Short-term and Long-term Invest
Short-term and Long-term Investments | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term and Long-term Investments | 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 March 31, 2024: Amortized Gross Gross Aggregate U.S. government debt securities $ 25,013 $ 1 $ (35) $ 24,979 Certificates of deposit 2,273 — — 2,273 Corporate bonds 28 — — 28 Total $ 27,314 $ 1 $ (35) $ 27,280 In addition, at March 31, 2024 and December 31, 2023, the Company held a U.S. government debt security valued at $12,290 and 1,502, respectively, which was included in cash and cash equivalents in the condensed consolidated balance sheet as this investment had an original maturity of less than three months when purchased. The estimated fair value of available-for-sale investments was $27,280 as of March 31, 2024, and these available-for-sale investments all contractually mature within one year. The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2023: Amortized Gross Gross Aggregate U.S. government debt securities $ 51,704 $ 102 $ (135) $ 51,671 Certificates of deposit 3,361 1 (1) 3,361 Corporate bonds 245 — — 245 Total $ 55,310 $ 103 $ (136) $ 55,277 Changes in market interest rates and bond yields cause certain investments to fall below their cost basis, resulting in unrealized losses on investments. The Company does 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying amount of cash and cash equivalents, receivables, accounts payable, accrued compensation and benefits, and other accrued liabilities approximate fair value due to the short maturity of these instruments. 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 March 31, 2024: Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs March 31, Assets U.S. government debt securities $ — $ 24,979 $ — $ 24,979 Certificates of deposit — 2,273 — 2,273 Corporate bonds 28 28 Total $ — $ 27,280 $ — $ 27,280 The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of December 31, 2023: Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs December 31, Assets U.S. government debt securities $ — 51,671 $ — $ 51,671 Certificates of deposit — 3,361 — 3,361 Corporate bonds 245 $ 245 Total $ — $ 55,277 $ — $ 55,277 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. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment consist of the following: March 31, December 31, Land and land improvements $ 164 $ 164 Buildings and building improvements 2,629 2,629 Furniture and fixtures 526 530 Equipment 18,527 18,576 Leasehold improvements 4,475 4,380 Breeding stock 94 79 Computer hardware and software 3,482 3,459 Construction and other assets in progress 7,313 1,577 37,210 31,394 Less: Accumulated depreciation and amortization (24,590) (24,283) Property, plant and equipment, net $ 12,620 $ 7,111 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net The changes in the carrying amount of goodwill for the three months ended March 31, 2024 were as follows: Balance at December 31, 2023 $ 26,612 Foreign currency translation adjustments (57) Balance at March 31, 2024 $ 26,555 The Company had $24,873 of cumulative impairment losses as of both March 31, 2024 and December 31, 2023. Intangible assets consist of the following as of March 31, 2024: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 81,047 $ (42,330) $ 38,717 Intangible assets consist of the following as of December 31, 2023: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 82,501 $ (41,800) $ 40,701 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Lines of Credit Exemplar has a $5,000 revolving line of credit with a bank that matures on November 1, 2024. As of March 31, 2024, the line of credit bore interest at a stated rate of 8.50% per annum. As of March 31, 2024 and December 31, 2023, there was no outstanding balance on the line of credit. 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 between Precigen and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture. The Convertible Notes matured on July 1, 2023, although certain notes were repurchased prior to their maturity beginning in third quarter of 2022. On June 30, 2023, the Company repurchased all remaining outstanding Convertible Notes at par plus accrued interest. The components of interest expense related to the Convertible Notes were as follows: Three Months Ended 2024 2023 Cash interest expense $ — $ 289 Non-cash interest expense — 34 Total interest expense $ — $ 323 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2024 and 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 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 $29 and $55 of income tax benefit from continuing operations for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the U.S. statutory tax rate, primarily as a result of the change in valuation allowance required. 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 tax attributes and other net deferred tax assets. 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. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Issuances of Precigen Common Stock In January 2023, the Company closed a public offering of 43,962,640 shares of its common stock, resulting in net proceeds of $72,808, after deducting underwriting discounts, fees, and other offering 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 the Board of Directors and his affiliates, and certain other of the Company's officers. The Company completed the offering of shares of common stock, utilizing a number of underwriters, with J.P. Morgan Securities LLC acting as representative of the underwriters. 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. Share Lending Agreement Concurrently with the offering of the Convertible Notes, 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 terminated on October 1, 2023, and the Borrowed Shares were returned to Precigen on October 5, 2023. 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. Components of Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows: March 31, December 31, Unrealized loss on investments $ (34) $ (33) Loss on foreign currency translation adjustments (2,763) (1,914) Total accumulated other comprehensive loss $ (2,797) $ (1,947) |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payments | 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 2024 2023 Cost of products and services 17 13 Research and development 533 509 Selling, general and administrative 2,031 2,609 Total $ 2,581 $ 3,131 Precigen Equity Incentive Plans In August 2013, Precigen adopted the 2013 Omnibus Incentive Plan ("the 2013 Plan"), for employees and nonemployees which provided for grants of share-based awards, including stock options, restricted stock units, shares of common stock and other awards, to employees, officers, consultants, advisors, and nonemployee directors. Upon the effectiveness of the 2023 Omnibus Incentive Plan in June 2023, as discussed in the next paragraph, (the "2023 Plan"), no new awards may be granted under the 2013 Plan and any awards granted under the 2013 Plan prior to the effectiveness of the 2023 Plan will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions. As of March 31, 2024, there were 17,994,408 stock options and no RSUs outstanding under the 2013 Plan. In April 2023, Precigen adopted the 2023 Plan, which became effective upon shareholder approval in June 2023. The 2023 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs and other awards, to officers, employees and nonemployees. The 2023 Plan authorizes for issuance pursuant to awards under the 2023 Plan an aggregate of 16,418,137 shares, which included shares remaining available for issuance under the 2013 Plan as of the adoption of the 2023 Plan. As of March 31, 2024, there were 648,500 stock options and no RSUs outstanding under the 2023 Plan and 15,769,637 shares were available for future grants. In April 2019, Precigen adopted the 2019 Incentive Plan for Non-Employee Service Providers (the "2019 Plan"), which became effective upon shareholder approval in June 2019. The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to nonemployee service providers, including board members. As of March 31, 2024, there were 12,000,000 shares authorized for issuance under the 2019 Plan, of which 4,072,641 stock options and 786,709 RSUs were outstanding and 2,432,945 shares were available for future grants. Stock option activity was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2023 22,057,340 $ 6.90 7.12 Granted 1,237,634 1.43 Exercised — — Forfeited (240,000) 1.41 Expired (339,425) 28.83 Balances at March 31, 2024 22,715,549 6.33 7.11 Exercisable at March 31, 2024 14,261,414 8.93 6.15 RSU activity was as follows: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2023 961,534 $ 1.17 0.19 Granted 786,709 1.43 Vested (961,534) 1.17 Forfeited — — Balances at March 31, 2024 786,709 1.43 0.95 Precigen currently uses treasury shares and authorized and unissued shares to satisfy share award exercises. |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Operating Leases | 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 The components of lease costs were as follows: Three Months Ended 2024 2023 Operating lease costs $ 609 $ 615 Short-term lease costs 13 20 Variable lease costs 92 120 Lease costs $ 714 $ 755 As of March 31, 2024, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows: 2024 $ 1,568 2025 1,651 2026 1,499 2027 1,307 2028 1,260 2029 1,295 Thereafter 553 Total 9,133 Present value adjustment (2,428) Total $ 6,705 Current portion of operating lease liabilities $ 1,318 Long-term portion of operating lease liabilities 5,387 Total $ 6,705 Other information related to operating leases in continuing operations was as follows: March 31, December 31, Weighted average remaining lease term (years) 4.98 5.39 Weighted average discount rate 11.3 % 11.2 % Three Months Ended 2024 2023 Supplemental disclosure of cash flow information Cash paid for operating lease liabilities $ 572 $ 463 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) 572 26 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies 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 re Precigen Securities Litigation , Case No. 5:20-cv-06936-BLF (N.D. Cal.). On May 18, 2021, the lead plaintiff filed an Amended Class Action Complaint. On August 2, 2021, the defendants moved to dismiss the Amended Class Action Complaint. On September 27, 2021, the lead plaintiff filed a 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 the Second Amended Class Action Complaint and on May 31, 2022, the Court granted the defendants’ motion to dismiss the Second Amended Class Action Complaint with leave to amend. On August 1, 2022, the lead plaintiff filed a Third Amended Class Action Complaint. On August 2, 2022, the Court granted the parties' request 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. As a result, the shareholder class action lawsuit was resolved. On November 6, 2023, the Court granted final approval of the settlement, dismissed the litigation with prejudice, and entered final judgment. As a result, the Company had no amounts recorded in settlement and indemnification accruals or an insurance receivable asset on the consolidated balance sheet as of March 31, 2024 and December 31, 2023, 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 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 intends to defend the lawsuits vigorously; however, there can be no assurances regarding the ultimate outcome of these lawsuits. In the course of its business, the Company is involved in litigation or legal matters, including governmental investigations. 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 March 31, 2024, 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. Trans Ova As part of the Company's strategic shift to becoming a healthcare company, in August 2022, the Company completed the sale of 100% of the issued and outstanding membership interests in its wholly-owned subsidiary, Trans Ova, to Spring Bidco LLC (the “Buyer”), a Delaware limited liability company for $170,000 and up to $10,000 in cash earn-out payments contingent upon the performance of Trans Ova in each of 2022 and 2023, consisting of $5,000 for each year (the “Transaction”). In February 2023, the Buyer notified the Company that Trans Ova did not meet the financial measures required in 2022 in order to require the first $5,000 earn-out payment. In April 2024, the Buyer notified the Company that Trans Ova did not meet the financial measures required in 2023 in order to require the second $5,000 earn-out payment. The Company has disputed certain items reflected in the 2023 financial measures presented by the Buyer in the aforementioned notification. In connection with the Transaction, the Company is required to indemnify the Buyer for certain expenses incurred post close (related to covenants and certain additional specified liabilities including certain patent infringement lawsuits), if incurred, in amounts not to exceed $5,750. Such indemnification was recorded as a reduction of the gain on divestiture in the third quarter of 2023. As of March 31, 2024 and December 31, 2023, $5,075 and $5,750 were included in settlement and indemnification accruals on the condensed consolidated balance sheets, respectively, related to this indemnification liability. In April 2024, the Company received an indemnification claim of $1,862 for expenses incurred by the buyer for the period from July 2023 to December 2023. In addition, during the three-months ended September 30,2023, the Company paid $675 for indemnification claims against this liability for the period from the date of sale to June 2023. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company's CODM assesses the operating performance of and allocates resources for several operating segments using Segment Adjusted EBITDA. Management believes this financial metric is a key indicator of operating results since it excludes noncash revenues and expenses that are not reflective of the underlying business performance of an individual enterprise. The Company defines Segment Adjusted EBITDA as net income (loss) before (i) interest expense and interest income, (ii) income tax expense or benefit, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) loss on settlement agreements where noncash consideration is paid, (vi) adjustments for accrued bonuses paid in equity awards, (vii) gain or loss on disposals of assets, (viii) loss on impairment of goodwill and other noncurrent assets, (ix) equity in net income 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. Segment Adjusted EBITDA excludes the gain or loss on disposals of assets and include proceeds from the sale of assets in the period sold. Because the Company uses Segment Adjusted EBITDA as its primary measure of segment performance, it has included this measure in its discussion of segment operating results. The Company has also disclosed revenues from external customers and intersegment revenues for each reportable segment. 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. For the three months ended March 31, 2024, the Company's reportable segments were (i) Biopharmaceuticals and (ii) Exemplar. These identified reportable segments met the quantitative thresholds to be reported separately for the three months ended March 31, 2024. See Note 1 for a description of Biopharmaceuticals and Exemplar. Segment Adjusted EBITDA by reportable segment was as follows: Three Months Ended 2024 2023 Biopharmaceuticals $ (23,820) $ (21,343) Exemplar (200) 121 Segment Adjusted EBITDA for reportable segments $ (24,020) $ (21,222) The table below reconciles Segment Adjusted EBITDA for reportable segments to consolidated net loss from continuing operations before income taxes: Three Months Ended 2024 2023 Segment Adjusted EBITDA for reportable segments $ (24,020) $ (21,222) Remove cash paid for capital expenditures, net of proceeds from sale of assets 4,348 154 Interest Income 608 633 Other expenses: Interest expense (2) (324) Depreciation and amortization (1,595) (1,711) Gain (loss) on disposals of assets 3 — Stock-based compensation expense (2,581) (3,132) Adjustment related to accrued bonuses paid in equity awards — 3,360 Shares issue for payment of services (528) (545) Corporate noncash items — (2) Consolidated loss before income taxes $ (23,767) $ (22,789) Revenues from external customers consisted of $1,065 and $1,851 in the Exemplar segment for the three months ended March 31, 2024 and 2023. Total segment revenues from reportable segments equal total consolidated revenues on the condensed consolidated statements of operations. For the three months ended March 31, 2024 and 2023, 52.8% and 82.5%, respectively, of total consolidated revenue was attributable to three customers in 2024 and four customer in 2023 in the Exemplar segment. As of March 31, 2024 and December 31, 2023, the Company had $1,120 and $1,958, respectively, of long-lived assets in foreign countries. There were no revenues derived in foreign countries for any periods presented. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 March 31, 2024 and results of operations and cash flows for the interim periods ended March 31, 2024 and 2023. 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, 2024, or for any other future annual or interim period. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with 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, 2023. |
Consolidation | The accompanying condensed consolidated financial statements reflect the operations of Precigen and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Research and Development | Research and 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 acquire technology rights, contract research organizations and consultants, facilities, materials and supplies associated with research and development projects as well as various laboratory studies. Costs incurred in 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Short-term and Long-Term Investments | Short-term and Long-Term Investments As of March 31, 2024 and December 31, 2023 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 of Financial Instruments Fair value is the 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 liability. As a basis for considering such assumptions, the Company uses a three-tier fair value hierarchy that prioritizes the inputs used in 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 the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: 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 | Net Loss per Share |
Segment Information | Segment Information |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures. According to ASU 2023-07, public entities are required to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker and included in the reported measure of segment profit or loss. This updated standard is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. We do not believe the adoption of ASU 2023-07 will have a material impact on our consolidated financial statements and disclosures. There are no other new accounting standards which have not yet been adopted that are expected to have a significant impact on our financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share | The following potentially dilutive securities as of March 31, 2024 and 2023, have been excluded from the above computations of diluted weighted average shares outstanding for the three months then ended as they would have been anti-dilutive: March 31, 2024 2023 Options 22,715,549 16,945,209 Restricted stock units 786,709 1,877,308 Total 23,502,258 18,822,517 |
Collaboration and Licensing R_2
Collaboration and Licensing Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Deferred Revenue | Deferred revenue consisted of the following: March 31, December 31, Collaboration and licensing agreements $ 1,818 $ 1,818 Prepaid product and service revenues 15 15 Other 462 494 Total $ 2,295 $ 2,327 Current portion of deferred revenue $ 407 $ 509 Long-term portion of deferred revenue 1,888 1,818 Total $ 2,295 $ 2,327 |
Short-term and Long-term Inve_2
Short-term and Long-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Short-term and Long-term Investments | The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of March 31, 2024: Amortized Gross Gross Aggregate U.S. government debt securities $ 25,013 $ 1 $ (35) $ 24,979 Certificates of deposit 2,273 — — 2,273 Corporate bonds 28 — — 28 Total $ 27,314 $ 1 $ (35) $ 27,280 The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2023: Amortized Gross Gross Aggregate U.S. government debt securities $ 51,704 $ 102 $ (135) $ 51,671 Certificates of deposit 3,361 1 (1) 3,361 Corporate bonds 245 — — 245 Total $ 55,310 $ 103 $ (136) $ 55,277 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Placement in the Fair Value Hierarchy of Financial Assets that are Measured at Fair Value on a Recurring Basis | 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 March 31, 2024: Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs March 31, Assets U.S. government debt securities $ — $ 24,979 $ — $ 24,979 Certificates of deposit — 2,273 — 2,273 Corporate bonds 28 28 Total $ — $ 27,280 $ — $ 27,280 The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of December 31, 2023: Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs December 31, Assets U.S. government debt securities $ — 51,671 $ — $ 51,671 Certificates of deposit — 3,361 — 3,361 Corporate bonds 245 $ 245 Total $ — $ 55,277 $ — $ 55,277 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: March 31, December 31, Land and land improvements $ 164 $ 164 Buildings and building improvements 2,629 2,629 Furniture and fixtures 526 530 Equipment 18,527 18,576 Leasehold improvements 4,475 4,380 Breeding stock 94 79 Computer hardware and software 3,482 3,459 Construction and other assets in progress 7,313 1,577 37,210 31,394 Less: Accumulated depreciation and amortization (24,590) (24,283) Property, plant and equipment, net $ 12,620 $ 7,111 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2024 were as follows: Balance at December 31, 2023 $ 26,612 Foreign currency translation adjustments (57) Balance at March 31, 2024 $ 26,555 |
Schedule of Intangible Assets | Intangible assets consist of the following as of March 31, 2024: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 81,047 $ (42,330) $ 38,717 Intangible assets consist of the following as of December 31, 2023: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 82,501 $ (41,800) $ 40,701 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Interest Expense | The components of interest expense related to the Convertible Notes were as follows: Three Months Ended 2024 2023 Cash interest expense $ — $ 289 Non-cash interest expense — 34 Total interest expense $ — $ 323 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income | The components of accumulated other comprehensive loss are as follows: March 31, December 31, Unrealized loss on investments $ (34) $ (33) Loss on foreign currency translation adjustments (2,763) (1,914) Total accumulated other comprehensive loss $ (2,797) $ (1,947) |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Costs | Stock-based compensation costs included in the condensed consolidated statements of operations are presented below: Three Months Ended 2024 2023 Cost of products and services 17 13 Research and development 533 509 Selling, general and administrative 2,031 2,609 Total $ 2,581 $ 3,131 |
Schedule of Stock Option Activity | Stock option activity was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2023 22,057,340 $ 6.90 7.12 Granted 1,237,634 1.43 Exercised — — Forfeited (240,000) 1.41 Expired (339,425) 28.83 Balances at March 31, 2024 22,715,549 6.33 7.11 Exercisable at March 31, 2024 14,261,414 8.93 6.15 |
Schedule of Restricted Stock Unit Activity | RSU activity was as follows: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2023 961,534 $ 1.17 0.19 Granted 786,709 1.43 Vested (961,534) 1.17 Forfeited — — Balances at March 31, 2024 786,709 1.43 0.95 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Components of Lease Costs | The components of lease costs were as follows: Three Months Ended 2024 2023 Operating lease costs $ 609 $ 615 Short-term lease costs 13 20 Variable lease costs 92 120 Lease costs $ 714 $ 755 Other information related to operating leases in continuing operations was as follows: March 31, December 31, Weighted average remaining lease term (years) 4.98 5.39 Weighted average discount rate 11.3 % 11.2 % Three Months Ended 2024 2023 Supplemental disclosure of cash flow information Cash paid for operating lease liabilities $ 572 $ 463 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) 572 26 |
Maturities of Lease Liabilities | As of March 31, 2024, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows: 2024 $ 1,568 2025 1,651 2026 1,499 2027 1,307 2028 1,260 2029 1,295 Thereafter 553 Total 9,133 Present value adjustment (2,428) Total $ 6,705 Current portion of operating lease liabilities $ 1,318 Long-term portion of operating lease liabilities 5,387 Total $ 6,705 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Information by Reportable Segment | Segment Adjusted EBITDA by reportable segment was as follows: Three Months Ended 2024 2023 Biopharmaceuticals $ (23,820) $ (21,343) Exemplar (200) 121 Segment Adjusted EBITDA for reportable segments $ (24,020) $ (21,222) |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The table below reconciles Segment Adjusted EBITDA for reportable segments to consolidated net loss from continuing operations before income taxes: Three Months Ended 2024 2023 Segment Adjusted EBITDA for reportable segments $ (24,020) $ (21,222) Remove cash paid for capital expenditures, net of proceeds from sale of assets 4,348 154 Interest Income 608 633 Other expenses: Interest expense (2) (324) Depreciation and amortization (1,595) (1,711) Gain (loss) on disposals of assets 3 — Stock-based compensation expense (2,581) (3,132) Adjustment related to accrued bonuses paid in equity awards — 3,360 Shares issue for payment of services (528) (545) Corporate noncash items — (2) Consolidated loss before income taxes $ (23,767) $ (22,789) |
Organization (Details)
Organization (Details) | Mar. 31, 2024 subsidiary |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of wholly owned operating subsidiaries | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Liquidity and Going Concern - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Net income (loss) attributable to parent | $ (23,738) | $ (22,734) | |
Accumulated deficit | 1,988,209 | $ 1,964,471 | |
Cash, cash equivalents, and short-term investments | $ 44,758 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Research and Development - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Research and development commitments not yet incurred | $ 19,210 | $ 17,800 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash and Cash Equivalents and Restricted Cash - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Highly liquid investment maximum maturity period | 3 months |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Net (Loss) Income Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 23,502,258 | 18,822,517 |
3.5% Convertible Notes Due 2023 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion price (in usd per share) | $ 17.05 | |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 22,715,549 | 16,945,209 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 786,709 | 1,877,308 |
Convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 812,178 |
Collaboration and Licensing R_3
Collaboration and Licensing Revenue - Summary of Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 2,295 | $ 2,327 |
Current portion of deferred revenue | 407 | 509 |
Long-term portion of deferred revenue | 1,888 | 1,818 |
Prepaid product and service revenues | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | 15 | 15 |
Other | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | 462 | 494 |
Collaboration and licensing revenues | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 1,818 | $ 1,818 |
Short-term and Long-term Inve_3
Short-term and Long-term Investments - Summary of Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Short-term and Long-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 27,314 | $ 55,310 |
Gross Unrealized Gains | 1 | 103 |
Gross Unrealized Losses | (35) | (136) |
Aggregate Fair Value | 27,280 | 55,277 |
U.S. government debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 25,013 | 51,704 |
Gross Unrealized Gains | 1 | 102 |
Gross Unrealized Losses | (35) | (135) |
Aggregate Fair Value | 24,979 | 51,671 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,273 | 3,361 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | (1) |
Aggregate Fair Value | 2,273 | 3,361 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 28 | 245 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Aggregate Fair Value | $ 28 | $ 245 |
Short-term and Long-term Inve_4
Short-term and Long-term Investments - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale | $ 27,280 | $ 55,277 |
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Rolling within One Year, Fair Value | 27,280 | |
U.S. government debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale | $ 24,979 | 51,671 |
Debt securities, available-for-sale, term | 3 months | |
Cash and Cash Equivalents | U.S. government debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale | $ 12,290 | $ 1,502 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Placement in the Fair Value Hierarchy of Financial Assets that are Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | $ 27,280 | $ 55,277 |
Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 27,280 | 55,277 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
U.S. government debt securities | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 24,979 | 51,671 |
U.S. government debt securities | Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
U.S. government debt securities | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 24,979 | 51,671 |
U.S. government debt securities | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
Certificates of deposit | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 2,273 | 3,361 |
Certificates of deposit | Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
Certificates of deposit | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 2,273 | 3,361 |
Certificates of deposit | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
Corporate bonds | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 28 | 245 |
Corporate bonds | Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | ||
Corporate bonds | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 28 | 245 |
Corporate bonds | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Land and land improvements | $ 164 | $ 164 |
Buildings and building improvements | 2,629 | 2,629 |
Furniture and fixtures | 526 | 530 |
Equipment | 18,527 | 18,576 |
Leasehold improvements | 4,475 | 4,380 |
Breeding stock | 94 | 79 |
Computer hardware and software | 3,482 | 3,459 |
Construction and other assets in progress | 7,313 | 1,577 |
Property, plant and equipment, gross | 37,210 | 31,394 |
Less: Accumulated depreciation and amortization | (24,590) | (24,283) |
Property, plant and equipment, net | $ 12,620 | $ 7,111 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 380 | $ 506 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill | |
Beginning balance | $ 26,612 |
Foreign currency translation adjustments | (57) |
Ending balance | $ 26,555 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, impaired, accumulated impairment loss | $ 24,873 | $ 24,873 | |
Amortization expense | $ 1,215 | $ 1,205 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - Patents, developed technologies and know-how - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 81,047 | $ 82,501 |
Accumulated Amortization | (42,330) | (41,800) |
Net | $ 38,717 | $ 40,701 |
Debt - Additional Information (
Debt - Additional Information (Details) - Revolving Line of Credit - Exemplar Genetics, LLC - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |
Debt instrument, interest rate, stated percentage | 8.50% | |
Line of credit facility, outstanding balance | $ 0 | $ 0 |
Debt - Convertible - Additional
Debt - Convertible - Additional Information (Details) | Jul. 31, 2018 USD ($) |
3.5% Convertible Notes Due 2023 | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 200,000,000 |
Debt - Schedule of Components o
Debt - Schedule of Components of Interest Expense (Details) - 3.5% Convertible Notes Due 2023 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Cash interest expense | $ 0 | $ 289 |
Non-cash interest expense | 0 | 34 |
Total interest expense | $ 0 | $ 323 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 29 | $ 55 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2023 | Jul. 31, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares issued (in shares) | 43,962,640 | |||
Proceeds from issuance of shares, net of issuance costs | $ 72,808 | $ 0 | $ 73,501 | |
Borrowed shares, number issued (in shares) | 7,479,431 | |||
Related Parties, Aggregated | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares issued (in shares) | 11,517,712 |
Shareholders' Equity - Componen
Shareholders' Equity - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Precigen shareholders' equity | $ 97,019 | $ 118,498 | $ 184,133 | $ 126,259 |
Total accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Precigen shareholders' equity | (2,797) | (1,947) | $ (2,699) | $ (3,488) |
Unrealized loss on investments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Precigen shareholders' equity | (34) | (33) | ||
Loss on foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Precigen shareholders' equity | $ (2,763) | $ (1,914) |
Share-Based Payments - Schedule
Share-Based Payments - Schedule of Stock-Based Compensation Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation costs | $ 2,581 | $ 3,131 |
Cost of products and services | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation costs | 17 | 13 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation costs | 533 | 509 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation costs | $ 2,031 | $ 2,609 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding (in shares) | 22,715,549 | 22,057,340 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs outstanding (in shares) | 786,709 | 961,534 |
Precigen Stock Option Plan 2023 Plan and 2013 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for issuance (in shares) | 16,418,137 | |
Precigen Stock Option Plan 2013 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Remaining shares available to grant (in shares) | 0 | |
Options outstanding (in shares) | 17,994,408 | |
Precigen Stock Option Plan 2013 Plan | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs outstanding (in shares) | 0 | |
Precigen Stock Option Plan 2023 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Remaining shares available to grant (in shares) | 15,769,637 | |
Options outstanding (in shares) | 648,500 | |
Precigen Stock Option Plan 2023 Plan | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs outstanding (in shares) | 0 | |
Precigen Stock Option Plan 2019 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Remaining shares available to grant (in shares) | 2,432,945 | |
Options outstanding (in shares) | 4,072,641 | |
Number of shares authorized for issuance (in shares) | 12,000,000 | |
Precigen Stock Option Plan 2019 Plan | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs outstanding (in shares) | 786,709 |
Share-Based Payments - Schedu_2
Share-Based Payments - Schedule of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Shares | ||
Balances at beginning of period (in shares) | 22,057,340 | |
Granted (in shares) | 1,237,634 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (240,000) | |
Expired (in shares) | (339,425) | |
Balances at end of period (in shares) | 22,715,549 | 22,057,340 |
Exercisable at end of period (in shares) | 14,261,414 | |
Weighted Average Exercise Price | ||
Balances at beginning of period (in usd per share) | $ 6.90 | |
Granted (in usd per share) | 1.43 | |
Exercised (in usd per share) | 0 | |
Forfeited (in usd per share) | 1.41 | |
Expired (in usd per share) | 28.83 | |
Balances at period end (in usd per share) | 6.33 | $ 6.90 |
Exercisable, weighted average exercise price, at end of period (in usd per share) | $ 8.93 | |
Weighted Average Remaining Contractual Term (Years) | ||
Balances, weighted average remaining contractual period | 7 years 1 month 9 days | 7 years 1 month 13 days |
Exercisable at period end, weighted average remaining contractual period | 6 years 1 month 24 days |
Share-Based Payments - Schedu_3
Share-Based Payments - Schedule of Restricted Stock Unit Activity (Details) - Restricted stock units - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Restricted Stock Units | ||
Balances at beginning of period (in shares) | 961,534 | |
Granted (in shares) | 786,709 | |
Vested (in shares) | (961,534) | |
Forfeited (in shares) | 0 | |
Balances at end of period (in shares) | 786,709 | 961,534 |
Weighted Average Grant Date Fair Value | ||
Balances at beginning of period (in usd per share) | $ 1.17 | |
Granted (in usd per share) | 1.43 | |
Vested (in usd per share) | 1.17 | |
Forfeited | 0 | |
Balances at end of period (in usd per share) | $ 1.43 | $ 1.17 |
Additional Information | ||
Weighted Average Remaining Contractual Term (Years) | 11 months 12 days | 2 months 8 days |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Lessee, Lease, Description [Line Items] | |
Termination period | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 7 years |
Operating Leases - Components o
Operating Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease costs | $ 609 | $ 615 |
Short-term lease costs | 13 | 20 |
Variable lease costs | 92 | 120 |
Lease costs | $ 714 | $ 755 |
Operating Leases - Maturities o
Operating Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2024 | $ 1,568 | |
2025 | 1,651 | |
2026 | 1,499 | |
2027 | 1,307 | |
2028 | 1,260 | |
2029 | 1,295 | |
Thereafter | 553 | |
Total | 9,133 | |
Present value adjustment | (2,428) | |
Total | 6,705 | |
Current portion of lease liabilities | 1,318 | $ 1,202 |
Long-term portion of operating lease liabilities | $ 5,387 | $ 5,895 |
Operating Leases - Lease Terms
Operating Leases - Lease Terms and Discount Rates (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 4 years 11 months 23 days | 5 years 4 months 20 days |
Weighted average discount rate | 11.30% | 11.20% |
Operating Leases - Other Inform
Operating Leases - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental disclosure of cash flow information | ||
Cash paid for operating lease liabilities | $ 572 | $ 463 |
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) | $ 572 | $ 26 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Apr. 30, 2024 | Dec. 31, 2023 | Aug. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Insurance settlements receivable | $ 0 | $ 0 | ||||
Gain (loss) on disposition of assets | 3,000 | $ 0 | ||||
Precigen Securities Litigation | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss contingency accrual | 13,000,000 | 13,000,000 | ||||
Trans Ova | Discontinued Operations, Held-for-sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, including discontinued operation, ownership interest disposed of | 100% | |||||
Consideration | $ 170,000,000 | |||||
Disposal group, including discontinued operation, earn-out payments, range of outcomes, value high | 10,000,000 | |||||
Disposal group, including discontinued operation, indemnification claim | 5,075,000 | $ 5,750,000 | ||||
Increase (decrease) settlement and identification accruals | $ 675,000 | |||||
Trans Ova | Discontinued Operations, Held-for-sale | Subsequent Event | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, including discontinued operation, indemnification claim | $ 1,862,000 | |||||
Trans Ova | Discontinued Operations, Held-for-sale | Maximum | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, including discontinued operation, earn-out payments | $ 5,000,000 | |||||
Disposal group, including discontinued operation, reimbursement limit | $ 5,750,000 |
Segments - Adjusted EBITDA by R
Segments - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA for reportable segments | $ (24,020) | $ (21,222) |
Biopharmaceuticals | ||
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA for reportable segments | (23,820) | (21,343) |
Exemplar | ||
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA for reportable segments | $ (200) | $ 121 |
Segments - Reconciliation of Ne
Segments - Reconciliation of Net Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA for reportable segments | $ (24,020) | $ (21,222) |
Other expenses: | ||
Depreciation and amortization | (1,595) | (1,711) |
Gain (loss) on disposals of assets | 3 | 0 |
Stock-based compensation expense | (2,581) | (3,131) |
Shares issued as payment for services | 528 | 545 |
Consolidated loss before income taxes | (23,767) | (22,789) |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Remove cash paid for capital expenditures, net of proceeds from sale of assets | 4,348 | 154 |
Interest income | 608 | 633 |
Corporate And Reconciling Items | ||
Other expenses: | ||
Interest expense | (2) | (324) |
Depreciation and amortization | (1,595) | (1,711) |
Gain (loss) on disposals of assets | 3 | 0 |
Stock-based compensation expense | (2,581) | (3,132) |
Adjustment related to accrued bonuses paid in equity awards | 0 | 3,360 |
Shares issued as payment for services | (528) | (545) |
Corporate noncash items | 0 | (2) |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA for reportable segments | $ (24,020) | $ (21,222) |
Segments - Additional Informati
Segments - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) customer | Mar. 31, 2023 USD ($) customer | Dec. 31, 2023 USD ($) | |
Exemplar | |||
Segment Reporting Information [Line Items] | |||
Percentage of revenue attributable to customer | 52.80% | 82.50% | |
Number of customers | customer | 3 | 4 | |
Exemplar | Operating segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 1,065,000 | $ 1,851,000 | |
Non-US | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 1,120,000 | $ 1,958,000 | |
Revenues | $ 0 | $ 0 |
Uncategorized Items - pgen-2024
Label | Element | Value |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | $ 270,000 |