PRECIGEN, INC. — Director's Dealing 2024

Dec 31, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRECIGEN, INC. (PGEN)
CIK: 0001356090
Period of Report: 2024-12-30

Reporting Person: KIRK RANDAL J (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-30	8.00% Series A Convertible Perpetual Preferred Stock	$1.125	P	25000	Acquired		Common Stock (22222220)	Indirect
2024-12-30	Warrant to Purchase Common Stock	$0.75	P	16666667	Acquired	2034-12-30	Common Stock (16666667)	Indirect

Footnotes

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.