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):
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).
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 2.02. Results of Operations and Financial Condition.
Attached as Exhibit 99.1 is a copy of a press release of Precigen,
Inc., dated August 4, 2026, reporting its financial results for the quarter ended June 30, 2026.
This information, including the Exhibit attached hereto, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
Exhibit 99.1
Precigen Reports Second Quarter 2026 Financial
Results Highlighted by Accelerating PAPZIMEOS Revenue Growth
| · | PAPZIMEOS® net revenue of $53.1
million in the second quarter of 2026, more than double the prior quarter, reflects accelerating commercial momentum and broad US adoption |
| · | PAPZIMEOS revenue propelled the Company to
quarterly profitability |
| · | Cash, cash equivalents, and investments totaled
$38.7 million as of June 30, 2026, which together with proceeds from PAPZIMEOS revenue, is expected to support cash flow break-even by
the end of 2026 |
| · | PAPZIMEOS patient hub enrollment
reached well over 500 patients across major centers and community practices, demonstrating expanding reach and ease of administration
across treatment settings |
| · | FDA granted PAPZIMEOS seven-year
market exclusivity, providing long-term protection against prospective competition |
| · | Conference call scheduled
for 4:30 PM ET today |
GERMANTOWN, MD, August 4, 2026 –
Precigen, Inc. (Nasdaq: PGEN), a commercial-stage biopharmaceutical company specializing in the advancement of innovative precision
medicines to improve the lives of patients, today announced second quarter 2026 financial results and business updates.
“We delivered a historic second quarter,
with the rapid adoption of PAPZIMEOS demonstrating the strength of our groundbreaking science and innovative commercial strategy,”
said Helen Sabzevari, PhD, President and CEO of Precigen. “This momentum provides a strong foundation for our next phase of growth
as we work to expand PAPZIMEOS globally and into the pediatric population. PAPZIMEOS demonstrates the AdenoVerse platform’s ability
to target HPV-associated diseases. We are building on that validated capability by advancing PRGN-2009 in HPV-driven cancers, with a pipeline
update expected by year-end. With growing commercial momentum, a validated platform, and multiple opportunities ahead, we believe Precigen
is well positioned to deliver sustained value for patients across various indications, the broader healthcare community, and our shareholders.”
“We continue to see the key elements of the
PAPZIMEOS commercial launch drive revenue growth: 100% field engagement with our initial target accounts, active patient and HCP campaigns,
a permanent J-code supporting access and site activations, payer coverage across nearly all insured US lives, growing physician consensus
reflected in a RRP position paper, and continued patient hub enrollments,” said Phil Tennant, Chief Commercial Officer of Precigen.
“This progress translated into strong quarterly revenue growth and increasing adoption across major medical centers and community
practices as PAPZIMEOS becomes established as a new standard of care for adults with RRP. We remain focused on converting demand into
treated patients and further expanding access to PAPZIMEOS across the RRP community.”
KEY PROGRAM HIGHLIGHTS
PAPZIMEOS®: First-line
Standard of Care for the Treatment of Adults with RRP
PAPZIMEOS (zopapogene imadenovec-drba) is a non-replicating
adenoviral vector-based immunotherapy designed to generate an immune response directed against HPV 6 and HPV 11 proteins in patients with
recurrent respiratory papillomatosis (RRP). PAPZIMEOS has been approved by the US Food and Drug Administration (FDA) for the treatment
of adults with RRP.
| · | Broad US adoption: Well over 500 patients
have registered through Precigen’s patient hub, with additional patients outside of the hub being identified and receiving treatment
as institutions support patient access directly and independently. |
| · | Market exclusivity: PAPZIMEOS was granted
seven years of market exclusivity by the FDA, providing long-term protection against prospective competition. PAPZIMEOS remains the first
and only approved therapy for adults with RRP and the only treatment designed to target the underlying cause of the disease. |
| · | Broad payer coverage: PAPZIMEOS
has payer coverage across approximately 315 million US lives through private health plans, Medicare, and Medicaid, representing nearly
100% of insured lives nationwide. |
| · | Permanent J-code: The Centers for Medicare
and Medicaid Services assigned permanent J-code, J3404, to PAPZIMEOS, effective April 1, 2026. The J-code provides a standard pathway
for reimbursement, helps institutions process claims more efficiently, and reduces uncertainty for sites that are still building PAPZIMEOS
into their workflows. |
| · | First-line standard of care: An expert
position paper sponsored and published by the Recurrent Respiratory Papillomatosis Foundation and authored by 16 leading RRP physicians
recommended PAPZIMEOS as the first-line standard of care for adults with RRP in the United States. |
| · | Redosing
study enrolling patients: The Company’s open-label study to evaluate redosing efficacy
of zopapogene imadenovec in adults with RRP is currently enrolling (clinical trial identifier:
NCT06538480). |
| · | MAA under review by the EMA: The European
Medicines Agency (EMA) has validated and is reviewing the Marketing |
Authorization Application (MAA) submitted
in November 2025 for zopapogene imadenovec for the treatment of adults with RRP. PAPZIMEOS has been granted orphan drug designation
from the European Commission.
PRGN-2009 AdenoVerse® Immunotherapy in HPV-associated
Cancers
PRGN-2009 is an investigational AdenoVerse immunotherapy designed to
activate the immune system to recognize and target HPV-associated cancers.
| · | PRGN-2009 Phase 2 clinical trials under a cooperative
research and development agreement (CRADA) with the National Cancer Institute (NCI) in newly diagnosed HPV-associated oropharyngeal cancer
are ongoing. |
| · | A multicenter Phase 2 clinical trial of PRGN-2009
in combination with pembrolizumab in recurrent/metastatic cervical cancer is ongoing. |
| · | The Company plans to provide an update on progress
across the AdenoVerse portfolio, including PRGN-2009, by the end of the year. |
FINANCIAL RESULTS
“We are thrilled to report that Precigen
achieved profitability in the second quarter, marking a significant milestone for the company. Net income was driven by strong PAPZIMEOS
revenue of $53.1 million. As we progress through the third quarter of 2026, we are seeing continued growth in PAPZIMEOS demand,"
said Harry Thomasian Jr., Chief Financial Officer of Precigen. “Based upon our current revenue trajectory and present financial
forecast, we continue to believe that our current cash position and anticipated cash to be received from PAPZIMEOS sales will fund operations
through cash flow break-even by the end of 2026.”
Second Quarter 2026 Financial Results Compared
to Prior Year Period
Total revenues were $55.0 million for the three
months ended June 30, 2026, an increase of $54.1 million compared to the three months ended June 30, 2025. The significant increase in
total revenues was primarily due to the recording of commercial sales of PAPZIMEOS. Revenues related to the sale of PAPZIMEOS for the
three months ended June 30, 2026 were $53.1 million.
Cost of products and services increased by $1.7
million, compared to the three months ended June 30, 2025, almost entirely due to costs related to the recording of commercial sales of
PAPZIMEOS following its FDA approval in August 2025. Prior to regulatory approval, costs associated with the production of PAPZIMEOS were
expensed as research and development in accordance with the Company’s accounting policy. Upon FDA approval and the commencement
of commercial sales, these costs are now capitalized as inventory and recognized in cost of product and services as product is sold.
R&D expenses decreased by $4.2 million, compared
to the three months ended June 30, 2025, primarily due to the change in the accounting treatment of PAPZIMEOS manufacturing costs. The
Company expects that R&D expenses will increase as the year progresses.
SG&A expenses increased by $6.1 million, compared
to the three months ended June 30, 2025. This increase was primarily driven by commercial activities related to PAPZIMEOS following its
FDA approval in August 2025. The higher expenses reflect increased costs to support commercialization, expanded marketing and promotional
activities to drive product awareness and adoption, and increased personnel costs, including stock compensation expense.
In the three months ended June 30, 2025, the Company
recorded $3.9 million in impairment related to its Exemplar reporting unit with no comparable charge in the second quarter of 2026.
Total other expense, net was $2.6 million for the
three months ended June 30, 2026 compared to other income, net of $5.1 million for the three months ended June 30, 2025, a change of $7.7
million. This change was primarily attributable to the absence of a $4.5 million gain related to the decrease in the fair value of warrant
liabilities that was recorded in the prior-year period. The remaining change primarily relates to an increase of $3.0 million in interest
expense related to long term debt that originated in the third quarter of 2025.
Net income was $20.1 million, or $0.06 per basic and $0.05
per diluted share for the three months ended June 30, 2026, compared to a net loss of $26.6 million, or $(0.09) per basic
and diluted share, for the three months ended June 30, 2025.
First Six Months 2026 Financial Results Compared
to Prior Year Period
Total revenues were $78.2 million for the six months
ended June 30, 2026, an increase of $76.0 million compared to the six months ended June 30, 2025. The significant increase in total revenues
was primarily due to the recording of commercial sales of PAPZIMEOS. Revenues related to the sale of PAPZIMEOS for the six months ended
June 30, 2026 were $74.7 million.
Cost of products and services increased by $3.2
million, compared to the six months ended June 30, 2025, almost entirely due to costs related to the recording of commercial sales of
PAPZIMEOS following its FDA approval in August 2025. Prior to regulatory approval, costs associated with the production of PAPZIMEOS were
expensed as research and development in accordance with the Company’s accounting policy. Upon FDA approval and the commencement
of commercial sales, these costs are now capitalized as inventory and recognized in cost of product and services as product is sold.
R&D expenses decreased by $9.0 million, compared
to the six months ended June 30, 2025, primarily due to the change in the accounting treatment of PAPZIMEOS manufacturing costs. The Company
expects that R&D expenses will increase as the year progresses.
SG&A expenses increased by $14.8 million, compared
to the six months ended June 30, 2025. This increase was primarily driven by commercial activities related to PAPZIMEOS following its
FDA approval in August 2025. The higher expenses reflect increased costs to support commercialization, expanded marketing and promotional
activities to drive product awareness and adoption, and increased personnel costs, including stock compensation expense.
In the six months ended June 30, 2025, the Company
recorded $3.9 million in impairment related to its Exemplar reporting unit with no comparable charge in the six months ended June 30,
2026.
Total other expense, net decreased by $21.9 million,
compared to the six months ended June 30, 2025. This decrease was primarily attributable to the absence of a $28.0 million charge related
to the increase in the fair value of warrant liabilities that was recorded in the prior-year period. The remaining change (an increase
in other expense) primarily relates to an increase of $5.9 million in interest expense related to long-term debt that was entered into
in the third quarter of 2025.
Net income was $12.1 million, or $0.03 per
basic and diluted share for the six months ended June 30, 2026, compared to a net loss of $80.8 million, or $(0.27) per basic
and diluted share, for the six months ended June 30, 2025.
###
Precigen: Advancing
Medicine with Precision®
Precigen (Nasdaq:
PGEN) is a commercial-stage biopharmaceutical company specializing in the advancement of innovative precision medicines to address difficult-to-treat
diseases with high unmet patient need. Precigen is dedicated to advancing scientific breakthroughs from proof-of-concept through commercialization.
With a strong commitment to innovation, Precigen is developing a robust pipeline of differentiated therapies across its core therapeutic
areas of immuno-oncology, autoimmune disorders, and infectious diseases. For more information about Precigen, visit www.precigen.com
or follow us on LinkedIn or YouTube.
Trademarks
Precigen, PAPZIMEOS,
AdenoVerse, and Advancing Medicine with Precision are trademarks of Precigen and/or its affiliates. Other names may be trademarks
of their respective owners.
Cautionary
Statement Regarding Forward-Looking Statements
This
press release contains “forward-looking” statements within the meaning of the safe harbor provisions of the US Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,”
“plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,”
“strategy,” “future,” “likely,” “may,” “should,” “will” and similar
references to future periods. These statements are subject to numerous risks and uncertainties that could cause actual results to differ
materially from what the Company expects. Examples of forward-looking statements include, among others, information relating to the Company’s
business and business plans, the success of efforts to commercialize PAPZIMEOS® (zopapogene imadenovec-drba) for the treatment
of recurrent respiratory papillomatosis (RRP) in adults including the revenue that the Company expects to realize from such efforts,
the Company’s ability to successfully obtain foreign regulatory approvals for PAPZIMEOS, expectations about the safety and efficacy
of PAPZIMEOS, the ability of PAPZIMEOS to treat RRP, the Company’s future financial and operational results including the Company’s
ability to reach quarterly profitability and cash flow break-even, and the Company’s ability to commence clinical studies or complete
ongoing clinical studies for the Company’s clinical and pre-clinical stage candidates. The Company has no obligation to provide
any updates to these forward-looking statements even if its expectations change. All forward-looking statements are expressly qualified
in their entirety by this cautionary statement. For further information on potential risks and uncertainties, and other important factors,
any of which could cause the Company's actual results to differ from those contained in the forward-looking statements, see the section
entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the
Securities and Exchange Commission.
Investor Contact:
Steven M. Harasym
Tel: +1 (202) 365-2563
investors@precigen.com
Media Contact:
Donelle M. Gregory
press@precigen.com
Precigen, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
| (Amounts in thousands) |
June 30, 2026 |
|
December 31, 2025 |
| Assets |
|
|
|
| Current assets |
|
|
|
| Cash and cash equivalents |
$ 16,329 |
|
$ 30,234 |
| Short-term investments |
21,879 |
|
67,624 |
| Receivables |
|
|
|
| Trade, net |
71,866 |
|
3,916 |
| Other |
178 |
|
446 |
| Inventory |
20,245 |
|
9,581 |
| Prepaid expenses and other |
3,887 |
|
3,434 |
| Total current assets |
134,384 |
|
115,235 |
| Long-term investments |
490 |
|
2,511 |
| Property, plant and equipment, net |
12,802 |
|
13,758 |
| Intangible assets, net |
2,545 |
|
3,182 |
| Goodwill |
15,232 |
|
15,232 |
| Right-of-use assets |
4,135 |
|
4,679 |
| Other assets |
708 |
|
908 |
| Total assets |
$ 170,296 |
|
$ 155,505 |
| Liabilities and Shareholders' Equity |
|
|
|
| Current liabilities |
|
|
|
| Accounts payable |
$ 5,304 |
|
$ 11,985 |
| Accrued compensation and benefits |
6,498 |
|
10,199 |
| Other accrued liabilities |
16,212 |
|
10,993 |
| Indemnification accruals |
— |
|
2,476 |
| Deferred revenue |
284 |
|
517 |
| Current portion of lease liabilities |
1,055 |
|
1,136 |
| Total current liabilities |
29,353 |
|
37,306 |
| Long-term debt |
93,880 |
|
93,174 |
| Lease liabilities, net of current portion |
3,410 |
|
3,980 |
| Other long-term liabilities |
77 |
|
134 |
| Total liabilities |
126,720 |
|
134,594 |
| Shareholders' equity |
|
|
|
| Additional paid-in capital |
2,372,811 |
|
2,362,252 |
| Accumulated deficit |
(2,329,206) |
|
(2,341,348) |
| Accumulated other comprehensive (loss) income |
(29) |
|
7 |
| Total shareholders' equity |
43,576 |
|
20,911 |
| Total liabilities and shareholders' equity |
$ 170,296 |
|
$ 155,505 |
Precigen, Inc. and Subsidiaries
Consolidated Statement of Operations
(Unaudited)
| (Amounts in thousands, except share |
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
| and per share data) |
2026 |
|
2025 |
|
2026 |
|
2025 |
| Revenues |
|
|
|
|
|
|
|
| Product revenues, net |
$ 53,262 |
|
$ 41 |
|
$ 75,090 |
|
$ 244 |
| Service revenues |
1,716 |
|
815 |
|
3,140 |
|
1,953 |
| Total revenues |
54,978 |
|
856 |
|
78,230 |
|
2,197 |
| Operating Expenses |
|
|
|
|
|
|
|
| Cost of products and services |
2,805 |
|
1,092 |
|
5,364 |
|
2,192 |
| Research and development |
7,282 |
|
11,488 |
|
12,920 |
|
21,966 |
| Selling, general and administrative |
22,249 |
|
16,133 |
|
43,298 |
|
28,492 |
| Impairment of goodwill |
— |
|
3,907 |
|
— |
|
3,907 |
| Total operating expenses |
32,336 |
|
32,620 |
|
61,582 |
|
56,557 |
| Operating income (loss) |
22,642 |
|
(31,764) |
|
16,648 |
|
(54,360) |
| Other Income (Expense), Net |
|
|
|
|
|
|
|
| Change in fair value of warrant liabilities |
— |
|
4,460 |
|
— |
|
(28,021) |
| Interest expense |
(2,953) |
|
— |
|
(5,861) |
|
(1) |
| Interest income |
366 |
|
696 |
|
1,049 |
|
1,614 |
| Other income (expense), net |
16 |
|
(31) |
|
306 |
|
(24) |
| Total other income (expense), net |
(2,571) |
|
5,125 |
|
(4,506) |
|
(26,432) |
| Income (loss) before income taxes |
20,071 |
|
(26,639) |
|
12,142 |
|
(80,792) |
| Income tax expense |
— |
|
(3) |
|
— |
|
(3) |
| Net income (loss) |
$ 20,071 |
|
$ (26,642) |
|
$ 12,142 |
|
$ (80,795) |
| Net income (loss) per share |
|
|
|
|
|
|
|
| Net income (loss) per share, basic |
$ 0.06 |
|
$ (0.09) |
|
$ 0.03 |
|
$ (0.27) |
| Net income (loss) per share, diluted |
$ 0.05 |
|
$ (0.09) |
|
$ 0.03 |
|
$ (0.27) |
| Weighted average shares outstanding, basic |
356,893,568 |
|
296,434,726 |
|
355,599,477 |
|
295,164,303 |
| Weighted average shares outstanding, diluted |
413,686,865 |
|
296,434,726 |
|
412,552,647 |
|
295,164,303 |