Randal J. Kirk - Dec 30, 2024 Form 4 Insider Report for PRECIGEN, INC. (PGEN)

Role: Director, 10%+ Owner
Signature: /s/ Randal J. Kirk
Stock symbol: PGEN
Transactions as of: Dec 30, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/30/2024, 07:06 PM
Previous filing: Aug 13, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PGEN	8.00% Series A Convertible Perpetual Preferred Stock	Purchase		+25K			25K	Dec 30, 2024	Common Stock	22.2M	$1.13	by R.J. Kirk DOT	F1, F2, F4
transaction	PGEN	Warrant to Purchase Common Stock	Purchase		+16.7M			16.7M	Dec 30, 2024	Common Stock	16.7M	$0.75	by R.J. Kirk DOT	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 27, 2024, the issuer entered into a Securities Purchase Agreement (the "SPA") with certain existing and new investors pursuant to which the issuer agreed to sell its 8.00% Series A Convertible Perpetual Preferred Stock (the "Preferred Stock") and issue rights to exercise warrants to purchase shares of common stock of the issuer (the "Warrants") in a private placement transaction (the "Private Placement").
F2	The Preferred Stock is convertible into shares of common stock of the issuer (i) at the option of the holder at any time on or after the later of the six-month anniversary of the issue date and the date on which the issuer has, among other things, obtained shareholder approval, and (ii) at an initial conversion price of approximately $1.125 per share, which is 150% of the exercise price of the Warrants. The conversion price is subject to upward adjustment based on the valuation of the common stock from time to time. The Preferred Stock is redeemable, in whole or in part, for cash at the issuer's option at any time on or after the issue date for an amount equal to the liquidation preference at such time, plus accumulated and unpaid dividends.
F3	Warrants issued in the Private Placement are exercisable for shares of common stock of the issuer at any time after the issuer obtains shareholder approval.
F4	Randal J. Kirk controls the R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") and shares held by this entity may be deemed to be beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.