Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

On September 15, 2025, the holders of Precigen, Inc.'s (the "Company's" and "our") 8.00% Series A Convertible Perpetual Preferred Stock ("Preferred Stock") converted 79,000 shares of Preferred Stock (with an aggregate stated value of $79,000,000) into 54,937,411 shares of common stock of the Company, which were delivered to such holders on September 17, 2025 pursuant to the terms of our Amended and Restated Articles of Incorporation and such Preferred Stock at the current conversion rate of 695.4103 shares of our common stock per $1,000 of stated value of Preferred Stock.

The shares of our common stock issued upon conversion of the Preferred Stock were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as involving an exchange by us exclusively with our existing security holders in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.