Share-Based Payments | Share-Based Payments The Company measures the fair value of stock options, RSUs and PSUs 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 and taking into account, if applicable, the probability of achievement of performance conditions. In August 2024, the Compensation and Human Capital Management Committee of the Board of Directors (the "Compensation Committee") approved the grant of PSUs under the Company’s 2023 Omnibus Incentive Plan, as amended (the "2023 Plan"). During the three months ended September 30, 2024, the Company granted 2,978,000 PSUs to certain key employees of the Company, which are subject to the achievement of specified performance goals over a specified performance period. The PSUs will vest in two equal 50% installments based upon the achievement of two specified operational milestones relating to (i) the Company’s good faith submission to the U.S. Food and Drug Administration (the “FDA”) of a complete BLA for the Company’s PRGN-2012 investigational product and (ii) the approval of the BLA by the FDA, in each case during the period from the grant date through December 31, 2026 (the “Performance Period”). The performance milestones may be achieved (and the PSUs earned) at any time during the Performance Period, and the PSUs will vest and be settled in shares of the Company’s common stock at such time as the Compensation Committee certifies that an applicable performance milestone has been achieved, subject to the employee's continued employment through the applicable achievement date (subject to certain expections). Any PSUs for which a performance milestone has not been achieved by the end of the Performance Period will be cancelled and forfeited. The Company values the PSUs based on the grant date closing price per share of Company common stock. The Company recognizes stock-based compensation expense over the performance period, if it is probable that the performance condition will be achieved. Adjustments to stock-based compensation expense are made, as needed, each reporting period based on changes in the Company's estimate of the number of units that are probable of vesting. As of September 30, 2024, the underlying performance milestone relating to the Company's submission of a BLA to the FDA was considered probable of achievement and stock-based compensation expense was recognized for the three and nine months ended September 30, 2024 related to this milestone. The underlying performance milestone related to the approval of the BLA by the FDA was determined to be not probable of achievement, as such approval is outside of the Company's control. Therefore, no stock-based compensation expense was recognized for the three and nine months ended September 30, 2024 related to this milestone. Stock-based compensation costs included in the condensed consolidated statements of operations are presented below: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Cost of products and services $ 10 $ 20 $ 29 $ 55 Research and development 558 579 2,005 1,666 Selling, general and administrative 1,493 1,707 4,572 5,905 Total $ 2,061 $ 2,306 $ 6,606 $ 7,626 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, RSUs, shares of common stock and other awards, to employees, officers, consultants, advisors, and nonemployee directors. Upon the effectiveness of the 2023 Plan in June 2023, 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 September 30, 2024, there were 17,148,251 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, RSUs, PSUs and other awards, to officers, employees and nonemployees. The 2023 Plan authorizes for issuance pursuant to awards under the 2023 Plan an aggregate of 18,418,137 shares, which included shares remaining available for issuance under the 2013 Plan as of the adoption of the 2023 Plan as well as an increase of 2,000,000 shares of common stock, which was approved by Precigen's shareholders at Precigen's annual meeting on July 5, 2024. As of September 30, 2024, there were 6,023,521 stock options, 2,978,000 PSUs and no RSUs outstanding under the 2023 Plan and 7,043,856 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 September 30, 2024, there were 12,000,000 shares authorized for issuance under the 2019 Plan, of which 3,686,048 stock options and 826,057 RSUs were outstanding and 2,448,058 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 7,230,174 1.41 Exercised (265,448) 1.30 Forfeited (1,027,459) 1.82 Expired (1,136,787) 16.74 Balances at September 30, 2024 26,857,820 9.66 7.27 Exercisable at September 30, 2024 15,508,975 7.91 6.04 RSU and PSU 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 7,569,484 1.30 Vested (4,726,961) 1.37 Balances at September 30, 2024 3,804,057 1.18 0.57 Precigen uses treasury shares (to the extent available) and authorized and unissued shares to satisfy share award exercises. |