Precigen (PGEN) adds up to $125M non-dilutive senior secured term loan

Rhea-AI Filing Summary

Precigen, Inc. has entered into a new senior secured term loan agreement providing up to $125 million in non-dilutive financing with investment entities managed by Pharmakon Advisors. The facility includes an initial $100 million tranche funded on the closing date and a delayed draw tranche of $25 million available, subject to conditions, until June 29, 2027, with all term loans maturing on September 3, 2030. The debt bears interest at three‑month Term SOFR, subject to a 3.75% floor, plus 6.50%, with principal repaid in eight equal quarterly installments beginning September 29, 2028. The loans are secured by substantially all of Precigen’s U.S. assets, including intellectual property, and are subject to customary covenants and events of default, as well as minimum net sales and minimum liquidity requirements. Precigen plans to use the proceeds for general corporate and working capital purposes.

Insights

Capital structure and credit analyst

Precigen adds up to $125M non-dilutive debt with tight covenants.

Precigen has arranged a senior secured term loan facility of up to $125.0 million, with $100.0 million funded immediately and a further $25.0 million available until June 29, 2027. The loans mature on September 3, 2030, giving the company long-dated capital for general corporate and working capital uses without issuing equity.

The interest rate is three‑month Term SOFR with a 3.75% floor plus 6.50%, which implies a relatively high all‑in cost typical for specialty credit backed by intellectual property. Principal amortization begins on September 29, 2028 in eight equal quarterly installments, so cash outflows will step up meaningfully in the final two years of the facility.

The debt is secured by substantially all U.S. assets, including intellectual property, and is subject to restrictive covenants such as limits on additional indebtedness, liens, dividends, investments, asset transfers and mergers, along with minimum net sales and minimum liquidity tests. Events of default permit acceleration and enforcement on collateral, with automatic acceleration upon certain insolvency events, so compliance with these covenants and maintaining adequate liquidity will be important factors highlighted in future company disclosures.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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 3, 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 1.01. Entry into a Material Definitive Agreement.

Pharmakon Loan Agreement

On September 3, 2025 (the “Closing Date”), Precigen, Inc. (“we” or the “Company”) and certain of our subsidiaries party thereto as guarantors entered into a loan agreement (the “Loan Agreement”) with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership as the lenders thereunder (the “Lenders”) and BioPharma Credit PLC as the collateral agent, each of which are investment entities managed by Pharmakon Advisors, LP, which provides for a 5-year senior secured term loan facility of up to $125.0 million, composed of two committed tranches: (i) an initial tranche in an aggregate principal amount of $100.0 million, which was funded on the Closing Date; and (ii) a delayed draw tranche in an aggregate principal amount of $25.0 million, which is available, subject to certain conditions, until June 29, 2027 (such tranches, collectively, the “Term Loans”). The Term Loans mature on September 3, 2030 (the “Maturity Date”). The Term Loans bear interest at Term SOFR (three-month tenor), subject to a 3.75% floor, plus 6.50%, payable quarterly. The Term Loans amortize in eight equal quarterly installments beginning on September 29, 2028 through the Maturity Date. The Term Loans may be voluntarily prepaid in whole (but not in part), and are subject to make-whole, prepayment premium and exit fees, and must be prepaid upon a Change in Control (as defined in the Loan Agreement). Proceeds of the Term Loans will be used to fund the Company’s general corporate and working capital requirements.

Our obligations under the Loan Agreement are secured by substantially all of our U.S. assets, including intellectual property. Certain of our subsidiaries will, on and after the Closing Date, be required to guarantee our obligations under the Loan Agreement and, in connection with such guarantee, pledge substantially all of their assets, including intellectual property, to secure such guarantee.

The Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties. We and our subsidiaries are bound by certain affirmative covenants, including, without limitation, (i) information delivery requirements, (ii) obligations to maintain insurance, (iii) preservation of intellectual property and regulatory approvals, and (iv) compliance with applicable laws. Additionally, we and our subsidiaries are subject to certain restrictive covenants, including, without limitation, (i) limitations on the incurrence of additional indebtedness, (ii) limitations on the incurrence of liens, (iii) restrictions on the payment of dividends and other restricted payments, (iv) restrictions on investments, (v) restrictions on asset transfers, (vi) restrictions on mergers and similar transactions, (vii) restrictions on amendments to organizational documents and material contracts, in each 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 enforceability, (ii) financial condition, (iii) compliance with laws, (iv) intellectual property and regulatory matters, and (v) the absence of a material adverse change.

The Loan Agreement also contains the following events of default: (i) failure to pay principal, interest or other amounts when due, (ii) the breach of covenants under the Loan Agreement, (iii) the occurrence of a material adverse change or a withdrawal event, (iv) certain attachments, levies or restraints on the credit parties’ assets or business, (v) certain insolvency, liquidation, bankruptcy or similar events, (vi) certain cross-defaults of third-party indebtedness and hedging agreements, (vii) the failure to pay certain judgments, (viii) material misrepresentations, (ix) the loan documents ceasing to create a valid or perfected security interest in a material portion of the collateral, (x) the occurrence of certain ERISA events, and (xi) the occurrence of a default under any subordination or intercreditor agreement, in each case subject to the grace periods, cure periods and thresholds set forth in the Loan Agreement. Upon the occurrence of an event of default, the Lenders may, among other things, accelerate the Company’s obligations under the Loan Agreement (including all obligations for principal, interest, premiums, makewhole amounts, exit consideration and other additional consideration), terminate further advances, and exercise remedies with respect to the collateral, including taking possession of, collecting, and selling collateral and applying proceeds to the obligations; provided that upon an event of default relating to certain insolvency, liquidation, bankruptcy or similar events, all outstanding obligations will be immediately accelerated.

The foregoing description of the Loan Agreement does not purport to be complete and are qualified in their entirety by reference to the complete text of the Loan Agreement, filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is hereby incorporated by reference into Item 2.03.

Item 7.01. Regulation FD Disclosure.

A copy of Precigen’s press release announcing the financing transaction described in this Report is furnished as Exhibit 99.1 to this Report and is incorporated by reference into this Item 7.01.

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.

Exhibit No.		Description
10.1†		Loan Agreement dated as of September 3, 2025, among Precigen, Inc., the guarantors signatory thereto, Biopharma Credit PLC as Collateral Agent, BPCR Limited Partnership and Biopharma Credit Investments V (Master) LP as Lenders
99.1		Press release of Precigen, Inc. dated September 3, 2025, announcing up to $125 million of non-dilutive senior secured loan financing
104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

† Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential.

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 3, 2025

FAQ

What new financing did Precigen (PGEN) secure in this 8-K?

Precigen entered into a senior secured term loan agreement providing up to $125.0 million, consisting of a $100.0 million initial tranche funded at closing and a $25.0 million delayed draw tranche.

What are the key terms and maturity of Precigen (PGEN)'s new term loans?

The term loans mature on September 3, 2030, bear interest at three‑month Term SOFR with a 3.75% floor plus 6.50%, and amortize in eight equal quarterly installments beginning September 29, 2028.

How will Precigen (PGEN) use the proceeds from the new loan facility?

Precigen states that proceeds of the term loans will be used to fund the company’s general corporate and working capital requirements.

What collateral secures Precigen (PGEN)'s new senior secured term loans?

The company’s obligations are secured by substantially all of its U.S. assets, including intellectual property, and certain subsidiaries must also pledge substantially all of their assets.

What financial covenants apply under Precigen (PGEN)'s new loan agreement?

The loan agreement includes minimum net sales and minimum liquidity requirements, along with customary affirmative and restrictive covenants on additional debt, liens, dividends, investments, asset transfers, mergers and certain amendments.

Who are the lenders under Precigen (PGEN)'s new term loan agreement?

The lenders are BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, with BioPharma Credit PLC acting as collateral agent; all are investment entities managed by Pharmakon Advisors, LP.