PRECIGEN, INC.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001356090-25-000024
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults on Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001356090-25-000034
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults on Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 5 previous paragraphs and 46 current paragraphs.
3 unchanged; 1 reworded; 42 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (42)
Current report
Risks Related to Our Financial Position and Capital Needs
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Our level of indebtedness and debt service obligations could adversely affect our financial condition and may make it more
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On September 3, 2025, we and certain of our subsidiaries party thereto as guarantors entered into a Loan Agreement (the “Loan
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Agreement”) with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership as the lenders thereunder (the
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“Lenders”) and BioPharma Credit PLC as the collateral agent, each of which are investment entities managed by Pharmakon
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Advisors, LP. The Loan Agreement provides for a 5-year senior secured term loan facility of up to $125.0 million, composed of
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two committed tranches: (i) an initial tranche in an aggregate principal amount of $100.0 million, which was funded on
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September 3, 2025; and (ii) a delayed draw tranche in an aggregate principal amount of $25.0 million, which is available,
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subject to certain conditions, until June 29, 2027 (such tranches, collectively, the “Term Loans”). The Term Loans mature on
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September 3, 2030 (the “Maturity Date”). The Term Loans bear interest at Term SOFR (three-month tenor), subject to a 3.75%
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floor, plus 6.50%, payable quarterly. The Term Loans amortize in eight equal quarterly installments beginning on September
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29, 2028 through the Maturity Date. The Term Loans may be voluntarily prepaid in whole (but not in part), and are subject to
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make-whole, prepayment premium and exit fees, and must be prepaid upon a Change in Control (as defined in the Loan
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Our obligations under the Loan Agreement are secured by substantially all of our U.S. assets, including intellectual property.
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Certain of our subsidiaries will, on and after September 3, 2025, be required to guarantee our obligations under the Loan
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Agreement and, in connection with such guarantee, pledge substantially all of their assets, including intellectual property, to
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secure such guarantee. The Loan Agreement contains customary affirmative and restrictive covenants and representations and
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warranties, which place restrictions on our operating and financial flexibility. We and our subsidiaries are bound by certain
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affirmative covenants, including, without limitation, (i) information delivery requirements, (ii) obligations to maintain
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insurance, (iii) preservation of intellectual property and regulatory approvals, and (iv) compliance with applicable laws.
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Additionally, we and our subsidiaries are subject to certain restrictive covenants, including, without limitation, (i) limitations on
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the incurrence of additional indebtedness, (ii) limitations on the incurrence of liens, (iii) restrictions on the payment of
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dividends and other restricted payments, (iv) restrictions on investments, (v) restrictions on asset transfers, (vi) restrictions on
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mergers and similar transactions, (vii) restrictions on amendments to organizational documents and material contracts, in each
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case subject to specified exceptions, (viii) minimum net sales and (ix) minimum liquidity. The Loan Agreement also contains customary representations and warranties, including, without limitation, with respect to (i) organization, authority and
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enforceability, (ii) financial condition, (iii) compliance with laws, (iv) intellectual property and regulatory matters, and (v) the
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Our indebtedness could also have important negative consequences for our security holders and our business, results of operations and financial condition, including:
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• we will need to repay the indebtedness by making payments of interest and principal, which will reduce the amount of
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cash available to finance our operations, our research and development efforts and other general corporate activities;
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•our failure to comply with the obligations of our affirmative and restrictive covenants in the Loan Agreement could
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result in an event of default that, if not cured or waived, would permit the Lenders to accelerate our obligation to repay
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this indebtedness, and the Lenders could seek to enforce their security interest in the assets securing such indebtedness;
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•we may be more vulnerable to downturns in our business, our industry or the economy in general.
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In addition, we may borrow additional capital in the future to fund clinical development and our future growth, including
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pursuant to the Loan Agreement or potentially pursuant to new arrangements with different lenders. To the extent additional
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debt is added to our current debt levels, the risks described above could increase.
Showing the first 40 of 42 passages. Open the source sections for the rest.
Removed paragraphs (1)
Reworded paragraphs (1)
Previous wording
As disclosed in "Summary of Risk Factors" and "Item 1A. Risk Factors" in our Annual Report, there are a number of risks and uncertainties that may have a material effect on the operating results of our business and our financial condition. There are no additional material updates or changes to our risk factors since the filing of our Annual Report.
Current wording
As disclosed in "Summary of Risk Factors" and "Item 1A. Risk Factors" in our Annual Report, there are a number of risks and uncertainties that may have a material effect on the operating results of our business and our financial condition. There are no additional material updates or changes to our risk factors since the filing of our Annual Report, except as discussed below.