UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2022
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 ☐
Explanatory Note
On August 22, 2022, Precigen, Inc., a Virginia corporation (the “Company”), filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting the completion of the sale of 100% of the issued and outstanding membership interests of Trans Ova Genetics, L.C., an Iowa limited liability company (“Trans Ova”), to Spring Bidco LLC, a Delaware limited liability company (“Buyer”), pursuant to the terms of that certain Membership Interest Purchase Agreement, dated July 1, 2022, by and among the Company, Trans Ova and Buyer (the “Transaction”).
This Current Report on Form 8-K/A amends the Initial Form 8-K to include the unaudited pro forma consolidated financial information required by Item 9.01(b) of Form 8-K and to update certain disclosures under Item 9.01(b) of the Initial Form 8-K. Such information should be read in conjunction with the Initial Form 8-K. Except as provided herein, the disclosures made in the Initial Form 8-K remain unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated financial information of the Company (giving effect to the Transaction) as of and for the six months ended June 30, 2022 and for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, filed herewith and attached hereto as Exhibit 99.1, is incorporated herein by reference.
The unaudited pro forma consolidated financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Transaction been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances.
(d) Exhibits.
|
Exhibit No. |
Description |
| Unaudited Pro Forma Consolidated Financial Information | |
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
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: August 24, 2022
Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Information
Effective as of August 18, 2022, Precigen, Inc., a Virginia corporation (the “Company”), and its wholly-owned subsidiary, Trans Ova Genetics, L.C., an Iowa limited liability company (“Trans Ova”), completed the previously announced sale of 100% of the issued and outstanding membership interests of Trans Ova to Spring Bidco LLC, a Delaware limited liability company (“Buyer”), pursuant to the terms of that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated July 1, 2022, by and among the Company, Trans Ova and Buyer. At the closing (the “Closing”) of the transaction contemplated by the Purchase Agreement (the “Transaction”), 100% of the issued and outstanding membership interests of Trans Ova were acquired by Buyer and, pursuant to the terms of the Purchase Agreement, Buyer paid an aggregate purchase price of $170 million, which resulted in net proceeds to the Company of approximately $169.5 million after giving effect to closing purchase price adjustments and certain transaction costs. The purchase price is subject to certain other adjustments post-Closing under the Purchase Agreement.
The sale of Trans Ova is considered a significant disposition for purposes of Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial information in accordance with Article 11 of Regulation S-X.
The Company reported its operations of Trans Ova as discontinued operations in its condensed consolidated financial statements included in Form 10-Q for the quarter and year-to-date periods ended June 30, 2022. The accompanying unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2022 and for the years ended December 31, 2021, 2020 and 2019 give effect to the divestiture as if it had occurred on January 1, 2019. The pro forma financial statements only present financial results through continuing operations attributable to the Company and exclude any historically reported discontinued operations other than those of Trans Ova. The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to this divestiture as if it had occurred on June 30, 2022, the date of the Company’s most recently filed balance sheet.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with (i) the consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the year ended December 31, 2021 filed with the SEC on March 1, 2022, and (ii) the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-Q for the three and six months ended June 30, 2022 filed with the SEC on August 8, 2022.
The unaudited pro forma condensed consolidated financial information is presented based on assumptions, adjustments, and currently available information described in the accompanying notes and is intended for informational purposes only. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the divestiture been completed on the dates assumed. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition. Actual adjustments may differ materially from the information presented.
Precigen, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2022
| (Amounts in thousands) | ||||||||||||
| Historical | Transaction Accounting Adjustments | Unaudited Pro Forma Continuing Operations | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash, cash equivalents and restricted cash | $ | 43,844 | $ | 169,538 | a | $ | 213,382 | |||||
| Short-term investments | 71,453 | — | 71,453 | |||||||||
| Other current assets | 4,749 | — | 4,749 | |||||||||
| Current assets held for sale | 44,573 | (44,573 | )b | — | ||||||||
| Total current assets | 164,619 | 124,965 | 289,584 | |||||||||
| Long-term investments | 11,877 | — | 11,877 | |||||||||
| Property, plant and equipment, net | 7,726 | — | 7,726 | |||||||||
| Intangible assets, net | 45,933 | — | 45,933 | |||||||||
| Goodwill | 36,864 | — | 36,864 | |||||||||
| Right-of-use assets | 8,944 | — | 8,944 | |||||||||
| Other assets | 921 | — | 921 | |||||||||
| Noncurrent assets held for sale | 44,340 | (44,340 | )b | — | ||||||||
| Total assets | $ | 321,224 | $ | 80,625 | $ | 401,849 | ||||||
| Liabilities and Shareholders' Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | $ | 2,668 | $ | — | $ | 2,668 | ||||||
| Accrued compensation and benefits | 4,864 | — | 4,864 | |||||||||
| Other accrued liabilities | 9,666 | 6,021 | c | 15,687 | ||||||||
| Other current liabilities | 1,255 | — | 1,255 | |||||||||
| Current liabilities held for sale | 11,448 | (11,448 | )b | — | ||||||||
| Total current liabilities | 29,901 | (5,427 | ) | 24,474 | ||||||||
| Long-term debt, net of current portion | 198,674 | — | 198,674 | |||||||||
| Deferred revenue, net of current portion | 23,023 | — | 23,023 | |||||||||
| Lease liabilities, net of current portion | 8,098 | — | 8,098 | |||||||||
| Deferred tax liabilities | 2,260 | — | 2,260 | |||||||||
| Long-term liabilities held for sale | 3,615 | (3,615 | )b | — | ||||||||
| Total liabilities | 265,571 | (9,042 | ) | 256,529 | ||||||||
| Shareholders' equity | ||||||||||||
| Common stock | — | — | — | |||||||||
| Additional paid-in capital | 1,993,979 | — | 1,993,979 | |||||||||
| Accumulated deficit | (1,933,770 | ) | 89,667 | a,b,c | (1,844,103 | ) | ||||||
| Accumulated other comprehensive loss | (4,556 | ) | — | (4,556 | ) | |||||||
| Total shareholders' equity | 55,653 | 89,667 | 145,320 | |||||||||
| Total liabilities and shareholders' equity | $ | 321,224 | $ | 80,625 | $ | 401,849 | ||||||
Precigen, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Six Months Ended June 30, 2022
| (Amounts in thousands, except share and per share data) | ||||||||||||
| Historical | Transaction Accounting Adjustments (d) | Unaudited Pro Forma Continuing Operations | ||||||||||
| Revenues | ||||||||||||
| Collaboration and licensing revenues | $ | — | $ | — | $ | — | ||||||
| Product revenues | 1,113 | — | 1,113 | |||||||||
| Service revenues | 7,146 | — | 7,146 | |||||||||
| Other revenues | 165 | — | 165 | |||||||||
| Total revenues | 8,424 | — | 8,424 | |||||||||
| Operating Expenses | ||||||||||||
| Cost of products | 1,122 | — | 1,122 | |||||||||
| Cost of services | 2,383 | — | 2,383 | |||||||||
| Research and development | 23,755 | — | 23,755 | |||||||||
| Selling, general and administrative | 26,359 | (759 | ) | 25,600 | ||||||||
| Impairment of goodwill | 482 | — | 482 | |||||||||
| Impairment of other noncurrent assets | 638 | — | 638 | |||||||||
| Total operating expenses | 54,739 | (759 | ) | 53,980 | ||||||||
| Operating loss | (46,315 | ) | 759 | (45,556 | ) | |||||||
| Other Expense, Net | ||||||||||||
| Interest expense | (4,101 | ) | — | (4,101 | ) | |||||||
| Interest and dividend income | 75 | — | 75 | |||||||||
| Other income, net | 238 | — | 238 | |||||||||
| Total other expense, net | (3,788 | ) | — | (3,788 | ) | |||||||
| Equity in net loss of affiliates | (1 | ) | — | (1 | ) | |||||||
| Loss from continuing operations before income taxes | (50,104 | ) | 759 | (49,345 | ) | |||||||
| Income tax benefit | 147 | — | 147 | |||||||||
| Loss from continuing operations | $ | (49,957 | ) | $ | 759 | $ | (49,198 | ) | ||||
| Income from discontinued operations, net of income taxes | 13,071 | (13,071 | ) | — | ||||||||
| Net loss | $ | (36,886 | ) | $ | (12,312 | ) | $ | (49,198 | ) | |||
| Net loss from continuing operations per share, basic and diluted | $ | (0.25 | ) | $ | — | $ | (0.25 | ) | ||||
| Net income from discontinued operations per share, basic and diluted | 0.07 | (0.07 | ) | — | ||||||||
| Net loss per share, basic and diluted | $ | (0.18 | ) | $ | (0.07 | ) | $ | (0.25 | ) | |||
| Weighted average shares outstanding, basic and diluted | 200,047,629 | 200,047,629 | ||||||||||
Precigen, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2021
| (Amounts in thousands, except share and per share data) | ||||||||||||
| Historical | Transaction Accounting Adjustments (e) | Unaudited Pro Forma Continuing Operations | ||||||||||
| Revenues | ||||||||||||
| Collaboration and licensing revenues | $ | 506 | $ | — | $ | 506 | ||||||
| Product revenues | 27,295 | (25,131 | ) | 2,164 | ||||||||
| Service revenues | 75,570 | (64,475 | ) | 11,095 | ||||||||
| Other revenues | 502 | — | 502 | |||||||||
| Total revenues | 103,873 | (89,606 | ) | 14,267 | ||||||||
| Operating Expenses | ||||||||||||
| Cost of products | 24,864 | (23,070 | ) | 1,794 | ||||||||
| Cost of services | 33,521 | (29,570 | ) | 3,951 | ||||||||
| Research and development | 50,141 | (2,208 | ) | 47,933 | ||||||||
| Selling, general and administrative | 74,122 | (22,128 | ) | 51,994 | ||||||||
| Impairment of goodwill | — | — | — | |||||||||
| Impairment of other noncurrent assets | 543 | — | 543 | |||||||||
| Total operating expenses | 183,191 | (76,976 | ) | 106,215 | ||||||||
| Operating loss | (79,318 | ) | (12,630 | ) | (91,948 | ) | ||||||
| Other Expense, Net | ||||||||||||
| Interest expense | (18,891 | ) | 136 | (18,755 | ) | |||||||
| Interest and dividend income | 1,617 | (1,446 | ) | 171 | ||||||||
| Other expense, net | (330 | ) | (102 | ) | (432 | ) | ||||||
| Total other expense, net | (17,604 | ) | (1,412 | ) | (19,016 | ) | ||||||
| Equity in net loss of affiliates | (3 | ) | — | (3 | ) | |||||||
| Loss from continuing operations before income taxes | (96,925 | ) | (14,042 | ) | (110,967 | ) | ||||||
| Income tax benefit | 160 | — | 160 | |||||||||
| Net loss from continuing operations attributable to Precigen | $ | (96,765 | ) | $ | (14,042 | ) | $ | (110,807 | ) | |||
| Net loss from continuing operations attributable to Precigen per share, basic and diluted | $ | (0.49 | ) | $ | (0.56 | ) | ||||||
| Weighted average shares outstanding, basic and diluted | 197,759,900 | 197,759,900 | ||||||||||
Precigen, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2020
(Amounts in thousands, except share and per share data)
| Historical | Transaction Accounting Adjustments (e) | Unaudited Pro Forma Continuing Operations | ||||||||||
| Revenues | ||||||||||||
| Collaboration and licensing revenues | $ | 21,208 | $ | — | $ | 21,208 | ||||||
| Product revenues | 24,349 | (21,914 | ) | 2,435 | ||||||||
| Service revenues | 56,899 | (49,272 | ) | 7,627 | ||||||||
| Other revenues | 722 | — | 722 | |||||||||
| Total revenues | 103,178 | (71,186 | ) | 31,992 | ||||||||
| Operating Expenses | ||||||||||||
| Cost of products | 28,550 | (26,529 | ) | 2,021 | ||||||||
| Cost of services | 26,963 | (23,610 | ) | 3,353 | ||||||||
| Research and development | 41,644 | (2,216 | ) | 39,428 | ||||||||
| Selling, general and administrative | 91,704 | (19,777 | ) | 71,927 | ||||||||
| Impairment of goodwill | — | — | — | |||||||||
| Impairment of other noncurrent assets | 920 | (106 | ) | 814 | ||||||||
| Total operating expenses | 189,781 | (72,238 | ) | 117,543 | ||||||||
| Operating loss | (86,603 | ) | 1,052 | (85,551 | ) | |||||||
| Other Expense, Net | ||||||||||||
| Interest expense | (18,400 | ) | 176 | (18,224 | ) | |||||||
| Interest and dividend income | 2,451 | (1,430 | ) | 1,021 | ||||||||
| Other expense, net | (165 | ) | (235 | ) | (400 | ) | ||||||
| Total other expense, net | (16,114 | ) | (1,489 | ) | (17,603 | ) | ||||||
| Equity in net loss of affiliates | (1,138 | ) | 535 | (603 | ) | |||||||
| Loss from continuing operations before income taxes | (103,855 | ) | 98 | (103,757 | ) | |||||||
| Income tax benefit | 82 | — | 82 | |||||||||
| Net loss from continuing operations attributable to Precigen | $ | (103,773 | ) | $ | 98 | $ | (103,675 | ) | ||||
| Net loss from continuing operations attributable to Precigen per share, basic and diluted | $ | (0.62 | ) | $ | (0.62 | ) | ||||||
| Weighted average shares outstanding, basic and diluted | 167,065,539 | 167,065,539 | ||||||||||
Precigen, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2019
(Amounts in thousands, except share and per share data)
| Historical | Transaction Accounting Adjustments (e) | Unaudited Pro Forma Continuing Operations | ||||||||||
| Revenues | ||||||||||||
| Collaboration and licensing revenues | $ | 14,059 | $ | — | $ | 14,059 | ||||||
| Product revenues | 23,780 | (21,798 | ) | 1,982 | ||||||||
| Service revenues | 51,803 | (46,867 | ) | 4,936 | ||||||||
| Other revenues | 1,080 | — | 1,080 | |||||||||
| Total revenues | 90,722 | (68,665 | ) | 22,057 | ||||||||
| Operating Expenses | ||||||||||||
| Cost of products | 31,930 | (29,516 | ) | 2,414 | ||||||||
| Cost of services | 29,471 | (26,112 | ) | 3,359 | ||||||||
| Research and development | 66,666 | (1,278 | ) | 65,388 | ||||||||
| Selling, general and administrative | 98,634 | (18,620 | ) | 80,014 | ||||||||
| Impairment of goodwill | 29,820 | (29,642 | ) | 178 | ||||||||
| Impairment of other noncurrent assets | 990 | — | 990 | |||||||||
| Total operating expenses | 257,511 | (105,168 | ) | 152,343 | ||||||||
| Operating loss | (166,789 | ) | 36,503 | (130,286 | ) | |||||||
| Other Expense, Net | ||||||||||||
| Unrealized and realized appreciation in fair value of equity securities and preferred stock, net | 8,291 | — | 8,291 | |||||||||
| Interest expense | (17,666 | ) | 169 | (17,497 | ) | |||||||
| Interest and dividend income | 3,871 | (1,762 | ) | 2,109 | ||||||||
| Other income (expense), net | 3,445 | (261 | ) | 3,184 | ||||||||
| Total other expense, net | (2,059 | ) | (1,854 | ) | (3,913 | ) | ||||||
| Equity in net loss of affiliates | (2,416 | ) | 148 | (2,268 | ) | |||||||
| Loss from continuing operations before income taxes | (171,264 | ) | 34,797 | (136,467 | ) | |||||||
| Income tax benefit | 930 | (703 | ) | 227 | ||||||||
| Loss from continuing operations | $ | (170,334 | ) | $ | 34,094 | $ | (136,240 | ) | ||||
| Net loss from continuing operations attributable to the noncontrolling interests | 1,592 | — | 1,592 | |||||||||
| Net loss from continuing operations attributable to Precigen | $ | (168,742 | ) | $ | 34,094 | $ | (134,648 | ) | ||||
| Net loss from continuing operations attributable to Precigen per share, basic and diluted | $ | (1.09 | ) | $ | (0.87 | ) | ||||||
| Weighted average shares outstanding, basic and diluted | 154,138,774 | 154,138,774 | ||||||||||
Precigen, Inc.
Notes to Unaudited Pro Forma Condensed Financial Information
As of June 30, 2022
| a) | Adjustment represents the net cash proceeds from the sale of Trans Ova as if the closing date was June 30, 2022. |
| b) | Adjustment reflects the elimination of the assets and liabilities of Trans Ova due to the Transaction, which were previously classified as held for sale. |
| c) | Adjustment reflects other liabilities incurred or generated in conjunction with the Transaction. |
| d) | Adjustment reflects the removal of the operating results of Trans Ova, reported as discontinued operations in the historical financial statements. |
| e) | Adjustments include the removal of historical operations of Trans Ova and the addition of intercompany revenue and expense from continuing operations of the Company previously eliminated within consolidation. |