GERMANTOWN, Md., Dec. 27,
2024 /PRNewswire/ -- Precigen, Inc. (Nasdaq: PGEN), a
biopharmaceutical company specializing in the development of
innovative gene and cell therapies to improve the lives of
patients, today announced that it has entered into a securities
purchase agreement for the sale of its 8.00% Series A Convertible
Perpetual Preferred Stock (Preferred Stock) in a private
placement. Precigen anticipates gross proceeds from the
private placement of $79.0 million
before deducting offering expenses. In addition, the investors will
have rights to exercise warrants to purchase 52,666,669 shares of
Precigen's common stock at an exercise price of $0.75 per share (Warrants). The offering is
expected to close on or before December 30,
2024, subject to customary closing conditions.
The private placement was led by affiliates of Patient Capital
Management, with participation from Bill Miller, Randal J. Kirk, executive chairman of the board
of directors of Precigen, and certain other investors.
The net proceeds of the offering shall be used for working
capital and general corporate purposes. Based on its current
operating assumptions, Precigen expects this financing, together
with Precigen's cash on hand, will extend its cash runway well into
2026, beyond the anticipated commercial launch of PRGN-2012 in the
second half of 2025, if approved.
Dividends on the Preferred Stock will be paid annually in cash
when, as and if declared by the board of directors of Precigen,
except that for the first two years following the issue date of the
Preferred Stock, such dividends will be paid in kind in the form of
an increase to the liquidation preference of the Preferred Stock by
the amount of such dividends, together with warrants to acquire a
number of additional shares of common stock equal to 50% of the
amount of such dividends divided by the exercise price, subject to
shareholder approval (as defined in the securities purchase
agreement).
The Preferred Stock will be redeemable, in whole or in part, for
cash at Precigen'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.
The Preferred Stock will be convertible into Precigen's common
stock at the option of the holders thereof at any time on or after
the later of the six month anniversary of the issue date and the
date on which Precigen has, among other things, obtained
shareholder approval. The Warrants are exercisable for shares of
Precigen's common stock at any time after such shareholder
approval.
The Preferred Stock is convertible into shares of Precigen's
common stock at an initial conversion price of approximately
$1.125, 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.
Additional information regarding the Preferred Stock and
Warrants will be included in a Current Report on Form 8-K to be
filed with the U.S. Securities and Exchange Commission.
The securities being issued and sold in the private placement
have not been registered under the Securities Act of 1933, as
amended (the Securities Act), or any state's securities laws, and
are being issued and sold in reliance on Section 4(a)(2) of the
Securities Act. The securities may not be offered or sold in
the United States, except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Securities Act.
The Preferred Stock and Warrants were offered directly to the
Investors without a placement agent, underwriter, broker or
dealer.
Precigen has agreed to grant the Investors certain registration
rights with respect to the Preferred Stock, the common stock
issuable upon conversion of the Preferred Stock and the common
stock issuable upon exercise of the Warrants.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the Preferred Stock, Warrants or
Precigen's common stock, nor shall there be any sale of the
Preferred Stock or Warrants in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful under the
securities laws of any such state or jurisdiction.
About Precigen
Precigen (Nasdaq: PGEN) is a dedicated
discovery and clinical stage biopharmaceutical company advancing
the next generation of gene and cell therapies using precision
technology to target the most urgent and intractable diseases in
our core therapeutic areas of immuno-oncology, autoimmune
disorders, and infectious diseases. Our technologies are designed
to enable us to find innovative solutions for affordable
biotherapeutics in a controlled manner. Precigen operates as an
innovation engine progressing a preclinical and clinical pipeline
of well-differentiated therapies toward clinical proof-of-concept
and commercialization.
Cautionary Statement Regarding Forward-Looking
Statements
Some of the statements made in this press release
are forward-looking statements. These forward-looking statements
are based upon Precigen's current expectations and projections
about future events, including the closing of the private
placement, and the intended use of proceeds of the private
placement, anticipated timing of commercialization of PRGN 2012 and
expected cash runway. Various factors may cause differences between
Precigen's expectations and actual results. These risks and
uncertainties include, without limitation, risks and uncertainties
related to satisfaction of customary closing conditions related to
the private placement, as well as that we have broad discretion in
the use of proceeds. There can be no assurance that Precigen will
be able to complete the private placement on the anticipated terms,
or at all. For further information on potential risks and
uncertainties, and other important factors, any of which could
cause Precigen's actual results to differ from those contained in
the forward-looking statements, see the section entitled "Risk
Factors" in Precigen's most recent Annual Report on Form 10-K and
subsequent reports filed with the Securities and Exchange
Commission.
Investor Contact:
Steven M.
Harasym
Vice President, Investor Relations
Tel: +1 (301) 556-9850
investors@precigen.com
Media Contacts:
Donelle M.
Gregory
press@precigen.com
Glenn Silver
Lazar-FINN Partners
glenn.silver@finnpartners.com
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SOURCE Precigen, Inc.