Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2023, Precigen, Inc. ("Precigen") entered into an underwriting
agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, as
representative of the several underwriters named therein (the "Underwriters"),
in connection with the underwritten public offering (the "Offering") of
42,857,143 shares (the "Firm Shares") of Precigen common stock, no par value
("Common Stock"), at a price to the public of $1.75 per share. Pursuant to the
Underwriting Agreement, Precigen granted to the Underwriters the option to
purchase up to an additional 6,428,571 shares of Common Stock (together with the
Firm Shares, the "Shares") for a period of 30 days from the date of the
Underwriting Agreement.
Net proceeds to Precigen from the offering will be approximately $71.2 million
after deducting the underwriting discount and other estimated offering expenses
payable by Precigen.
The Offering was made pursuant to Precigen's shelf registration statement
declared effective on July 2, 2020 (Registration No. 333-239366), as
supplemented by the final prospectus supplement dated January 24, 2023.
The Underwriting Agreement includes certain customary representations,
warranties, and covenants by Precigen, and it provides that Precigen will
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or contribute to payments the
Underwriters may be required to make because of any of those liabilities. The
representations, warranties, and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement, and may be
subject to limitations agreed upon by the contracting parties. The foregoing
description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the Underwriting Agreement, which is
filed as Exhibit 1.1 hereto and incorporated herein by reference.
A copy of the legal opinion of Hogan Lovells US LLP, Virginia counsel to
Precigen, relating to the legality of the issuance and sale of the Shares is
filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 24, 2023, between Precigen, Inc.
and the Underwriters named therein.
5.1 Opinion of Hogan Lovells US LLP.
23.1 Consent of Hogan Lovells US LLP (contained in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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PRECIGEN, INC. 
