Precigen Inc. Common Stock

Item 1A. Risk Factors

As disclosed in "Summary of Risk Factors" and "Item 1A. Risk Factors" in our Annual Report, there are a number of risks and uncertainties that may have a material effect on the operating results of our business and our financial condition. There are no additional material updates or changes to our risk factors since the filing of our Annual Report, eand our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the SEC on August 14, 2024, except as discussed below.

In evaluating our risks, readers also should carefully consider the risk factors discussed in our Annual Report, which could materially affect our business, financial condition, or operating results, in addition to the other information set forth in this report and in our other filings with the SEC.

Risks related to our business, financial position and capital needs

Our strategic prioritization and streamlining of resources undertaken to extecommon stock

We are required to meet the Nasdaq Global Select Markets continued listing requirements and our cashther Nasdaq runway and focus more of our capital resources on PRGN-2012 might not achieve our intended outles, or we may risk delisting. Delisting could negatively affect the price of our come.

On August 6, 2024, we publicly announced a strategic prioritization of our clinical portfolio and streamlining of resources,mon stock which, could make it more difficult for us to sell securities including a reduction of over 20% of future financing or for you to sell our work force, to focus on potcommon stock.

Our common stock is currential commercializatily listed on of PRGN-2012 for the treatmentthe Nasdaq Global Select Market of RRP. In connection with the implemenThe Nasdaq Stock Market, LLC (Nasdaq), which has qualitation of our strategic prioritizve and quantitation and streamlining of resourcesve continued listing criteria. However, we recorded non-cash impairment charges to goodcannot assure you that our common stock will and other assets of approximately $32.9 million, net of tax,continue to be listed on Nasdaq in the second quartfuture. In order of 2024 and also estimateto continue listing our common stock on Nasdaq, we willare record severancquired to meet the costntinued listing requirements of approximately $3.0 million inNasdaq and other Nasdaq rules, including the aggose regate between the secondrding director independence and third quarters of 2024, of which $2.1independent committee requirements, minimum stockholders equity, million was recorded nimum share price and certain othe second quarter of 2024. We may incur additional expenses not currentlyr corporate governance requirements. In particular, we are required to maintain a minimum bid price for our listed contemplated due to events associatmmon stock of $1.00 per share. If we do not meet these continued with strategic prioritization andlisting requirements, our common streamlining of resources; for example, ock could be delisted.

On November 1, 2024, we received a deficiency letter (the reduction in force may have a future impact on oDeficiency Letter) from the Listing Qualifications Department (ther areas Staff) of our liabilities and obligatiNasdaq indicating that, for the last thirty cons, which could result in ecutive business days, the bid price for our common stock had closses in future ed below the minimum $1.00 periods. Th share reduction in quirement force may result in unintended consequences and costs, such as  continued listing on Nasdaq under Nasdaq Listing Rule 5450(a)(1) (the loss of institutional knowledge and expertise, attrition beyond theBid Price Rule). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided an intended numberitial period of employees, and decreased morale among our rem180 calendar days, or until April 30, 2025, to regaining e comployees. In addition, while positions have been eliminated, certain functiiance. To regain compliance, the bid price of our common stock must close at $1.00 per share or more for a minimum of ten cons necessary to our operations remain, and we mightecutive business days during such 180-day compliance period. The Deficiency Letter had not successfully distribute t immediate effect on the duties and obligationslisting or trading of our terminated employees among our remcommon stock.

We have not yet regaining eed comployees. The reduction in workforceiance with the Bid Price Rule. If we do not regain could also make it difficult for us to pursue, or prevent us from pursuing, new opportunitiesmpliance with the Bid Price Rule by April 30, 2025, we may be eligible for and initiatives due to insufficient additional 180 calendar day compliance personnel, or iod. To qualify, we would be require us d to incur additional and unanticipatedtransfer the listing of our costsmmon stock to hire new personnel to pursue such opportunities or initiatives. Moreover, we may not realize, in full or in part, the Nasdaq Capital Market, provided that we meet the continued listing requirement for market value of publicly held shares and all othe anticipated benefits and savingr initial listing standards fromor this strategic e Nasdaq Capital Market, with the exception of the bid prioritization and streamliningce requirement, and would need to provide written notice of resources due intention to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the anticipated benefits fromcure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. However, if it appears to the strategic prioritization and streamlining of resourcesStaff that we will not be able to cure the deficiency, or if we experience significant adverse consequences from such actions,are otherwise not eligible, Nasdaq would notify us that our business, financial condition and results of operations may be materially adversely affected. In addisecurities would be subject to delisting. In the event of such a notification, we may need to undertake addiappeal the Staffs determinational workforce reductions or restruct to delist our securing activities in the future.

Despite the proceeds received from our August 2024 public offering, ties. There can be no assurance that we will still require significantbe eligible for the additional capital funding and such capital may not be available to us.

We180 calendar day compliance period, if applicable, or that the Staff would grant our recently raised approximately $31.4 million in net proceeds in an offeriquest for continued listing subsequent to any delisting of equity securities in August 2024. The net proceeds of the offernotification.

If Nasdaq delists our common stock from trading, together with our recently announced strategic prioritizati on its exchange and we are not able to list our securities on and streamlining of resourcother national securities and cash on hand, arexchange, we expected to fund our operations into early 2025. This projection is bas our securities could be quoted on our current expectations regarding cost structuran over-the-counter market. In such case, cost savings from the strategic prioritizour stockholders ability to trade, or obtain quotation and streamlinings of the market value of resources, cash burn rate and other operat common stock would be severely limited because of lower trading assumptvolumes and transaction delays. In the event that our operating expenses are highThese factors could contribute to lower prices and larger than anticipated, or ouspreads in the bid and ask

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pr cost savings fromices of the strategic prioritizase securities. In addition and streamlin, delisting of resources are lesscould also result in a determination than we anticipate, we may be t our common stock is a penny stock which will required to implement cont brokers tradingency plans withi in our controlmmon stock to conserve and/or enhance our liquidity tadhere to meet operatore string needs, includingent rules and potential financings. We have no additional committed external sources of funds and tssibly result in a reduced level of trading activity in the secondary trading market for our securities.

There can be no assurance that new financings or other transactions willour securities, if delisted from Nasdaq in the future, would be available to us on commercially acceptable terms, or at alllisted on a national securities exchange, and such financings may adversely affect t national quotation service, the holdings or righover-the-counter markets of our stockholders and may cause significant dilution to existing stockholders. Ir the pink sheets. Delisting from Nasdaq, or even the issuance of addition notice of potential financdelisting is not available when required or is not available on acceptable terms, we may need to delay, modify or abandon our plans, would also result in negative publicity, make it more difficult for our product candidates,

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whus to raise addich could have a materialtional capital, adverse ely affect onthe market liquidity of our business, results of operationsecurities, decrease securities and financialalysts condition. If we are unable to fund our operations without additional external financingverage of us or diminish investor, supplier and therefore cannot sustain future operations, we may be required to delay, reduce and/or cease oemployee confidence, any or all of which could material adversely affect our operationsbusiness and/or seek bankruptcy protect results of operation.

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