10-K/A: Precigen Files Amendment No. 1 to Form 10-K/A for Fiscal Year 2024, Including Part III Information

Precigen files an amendment to its 2024 annual report to include information previously omitted from Part III, covering directors, executive officers, compensation, and corporate governance.

Summary

• Precigen filed Amendment No. 1 to its Form 10-K/A for the fiscal year ended December 31, 2024.
• The amendment includes information required by Part III of Form 10-K, which was previously omitted.
• Part III covers information about directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees.
• The original Form 10-K was filed on March 19, 2025.
• The company is including Part III information because it will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year.
• The amendment restates each item of the Original Form 10-K that is amended and includes currently dated certifications by the company's Principal Executive Officer and Principal Financial Officer.
• The amendment deletes the reference to the incorporation by reference information from the company's definitive proxy statement, revises Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K and revises the Exhibit Index of the Original Form 10-K to reflect the filing of new certifications.
• No attempt has been made in this Form 10-K/A to modify or update the other disclosures presented in the Original Form 10-K.
• As of April 25, 2025, 295,165,060 shares of common stock were issued and outstanding.

Sentiment

Score: 6

Explanation: The document is primarily factual, detailing executive compensation and corporate governance. The sentiment is neutral, with a slight positive leaning due to the progress on PRGN-2012 and the company's focus on aligning executive compensation with shareholder value.

Positives

• The company has a compensation committee comprised of 100% independent directors.
• The company conducts an annual review and assessment of potential and existing risks arising from its compensation programs and policies.
• The compensation committee engages an independent compensation consultant to advise on executive and director compensation matters.
• The company ties its annual bonus opportunities to corporate objectives.
• The company uses equity awards that vest over time and performance and deliver greater value as its stock price increases.
• The company maintains stock ownership guidelines for its non-employee directors.

Future Outlook

The company is focused on the continued development of PRGN-2012, including the BLA submission and commercial capabilities, as well as the continuation of other clinical programs and attainment of certain financial goals.

Management Comments

• The Compensation Committee believes that the incorporation of the PSUs as a component of long-term equity incentive compensation provided to the executive officers will enhance the alignment of executive compensation with long-term shareholder value creation, because the vesting of the PSUs is conditioned upon the Company's achievement of certain key operational milestones critical to its growth and success.

Industry Context

The document provides insight into the compensation practices of a biotechnology company compared to its peers, focusing on companies in Phase I/II clinical trials with some Phase III companies, specializing in oncology, gene and/or cell therapy, vaccine development and/or a diverse portfolio with one or more of the specialties.

Comparison to Industry Standards

• The document compares Precigen to a peer group of 21 U.S. based biotechnology companies predominantly in Phase I/II clinical trials with some Phase III companies.
• The peer group companies generally specialize in oncology, gene and/or cell therapy, vaccine development and/or a diverse portfolio with one or more of the specialties.
• Examples of peer companies include Adaptimmune Therapeutics, Agenus, Allogene Therapeutics, and Fate Therapeutics.
• The peer group had a median market capitalization of $512 million, while Precigen's was $366 million.
• The peer group had median revenues of $14.3 million, while Precigen's were $22.1 million.
• The peer group had an annualized 3-Year TSR of -40%, while Precigen's was -32%.

Management Changes

Corporate Governance

Related Party Transactions

• In January 2023, an affiliate of Mr. Kirk purchased 11.4 million shares in a public offering for approximately $20.0 million.
• In August 2024, an affiliate of Mr. Kirk purchased 23.5 million shares in a public offering for approximately $19.99 million.
• In December 2024, an affiliate of Mr. Kirk purchased 25,000 shares of Series A Preferred Stock for $25.0 million and was issued warrants to purchase 16.67 million shares of common stock.

Stakeholder Impact

• The executive compensation program is designed to align the interests of management with those of shareholders.
• The company's performance goals are tied to the achievement of key milestones, such as the BLA submission for PRGN-2012, which is expected to benefit patients and create shareholder value.
• The company's stock ownership guidelines for directors are intended to further align their interests with those of shareholders.

Next Steps

• The FDA has set a PDUFA action date of August 27, 2025, for PRGN-2012.
• The Compensation Committee plans to continue to monitor certain compensation practices at a variety of similarly situated or similarly structured companies in assessing and making compensation decisions going forward.

Key Dates

Keywords

executive compensation, directors, corporate governance, Form 10-K/A, Precigen, officers, amendment