Precigen (NASDAQ: PGEN) converts $79M preferred into stock shares

Rhea-AI Filing Summary

Precigen, Inc. reported that on September 15, 2025, holders of its 8.00% Series A Convertible Perpetual Preferred Stock converted 79,000 preferred shares, with an aggregate stated value of $79,000,000, into 54,937,411 shares of common stock. The common shares were delivered on September 17, 2025 under the existing conversion terms, using a rate of 695.4103 common shares per $1,000 of stated value.

The exchange was conducted with existing security holders and relied on the exemption from registration in Section 3(a)(9) of the Securities Act of 1933, with no commission or other remuneration paid for soliciting the exchange.

Insights

Equity capital markets analyst

Large non-cash conversion shifts value from preferred to common holders.

Precigen disclosed that holders converted 79,000 shares of 8.00% Series A Convertible Perpetual Preferred Stock, with a stated value of $79,000,000, into 54,937,411 common shares. This is a significant capital structure event because it retires a substantial preferred position while increasing the common share count through an existing conversion feature.

The transaction used a fixed conversion rate of 695.4103 common shares per $1,000 of stated value and was executed as an exchange with existing holders under Section 3(a)(9) of the Securities Act, meaning no cash proceeds and no selling commissions. The overall impact on common shareholders will depend on how this additional common stock compares to prior shares outstanding and on the former preferred holders’ future trading decisions.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2025

Precigen, Inc.
(Exact name of registrant as specified in its charter)

Virginia	001-36042	26-0084895
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

20374 Seneca Meadows Parkway, Germantown, Maryland 20876
(Address of principal executive offices) (Zip Code)

(301) 556-9900
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, No Par Value		PGEN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 3.02.     Unregistered Sales of Equity Securities.

On September 15, 2025, the holders of Precigen, Inc.’s (the “Company’s” and “our”) 8.00% Series A Convertible Perpetual Preferred Stock (“Preferred Stock”) converted 79,000 shares of Preferred Stock (with an aggregate stated value of $79,000,000) into 54,937,411 shares of common stock of the Company, which were delivered to such holders on September 17, 2025 pursuant to the terms of our Amended and Restated Articles of Incorporation and such Preferred Stock at the current conversion rate of 695.4103 shares of our common stock per $1,000 of stated value of Preferred Stock.

The shares of our common stock issued upon conversion of the Preferred Stock were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as involving an exchange by us exclusively with our existing security holders in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Precigen, Inc.
	By:	/s/ Donald P. Lehr
		Donald P. Lehr
		Chief Legal Officer

Dated: September 17, 2025

FAQ

What did Precigen (PGEN) announce in this Form 8-K?

Precigen announced that holders of its 8.00% Series A Convertible Perpetual Preferred Stock converted 79,000 preferred shares into 54,937,411 shares of common stock.

How many Precigen preferred shares were converted and what was their stated value?

Holders converted 79,000 shares of preferred stock with an aggregate stated value of $79,000,000.

How many Precigen (PGEN) common shares were issued upon conversion?

Precigen issued 54,937,411 shares of common stock to the preferred stock holders as a result of the conversion.

What conversion rate was used for Precigen’s preferred stock?

The conversion used a rate of 695.4103 shares of common stock per $1,000 of stated value of the preferred stock.

Did Precigen receive cash proceeds from this preferred stock conversion?

No cash proceeds are described; the event is presented as an exchange of preferred stock for common stock based on the stated conversion rate.

Under what Securities Act exemption were Precigen’s new common shares issued?

The common shares were issued in reliance on the Section 3(a)(9) exemption of the Securities Act of 1933, as an exchange with existing security holders and without any commission or other remuneration for soliciting the exchange.

On what dates did the Precigen preferred conversion and share delivery occur?

The conversion occurred on September 15, 2025, and the resulting common shares were delivered to the holders on September 17, 2025.