
PART I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements The company's unaudited statements show a Q2 2023 net loss of $20.3 million and increased shareholders' equity Condensed Consolidated Balance Sheets Total assets decreased to $207.5 million while shareholders' equity rose to $166.2 million due to debt retirement Condensed Consolidated Balance Sheet Data (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $16,546 | $4,858 | | Short-term investments | $71,888 | $51,092 | | Total current assets | $105,632 | $118,159 | | Total assets | $207,527 | $215,977 | | Liabilities & Shareholders' Equity | | | | Total current liabilities | $30,773 | $78,645 | | Total liabilities | $41,317 | $89,718 | | Total shareholders' equity | $166,210 | $126,259 | | Total liabilities and shareholders' equity | $207,527 | $215,977 | Condensed Consolidated Statements of Operations The company reported a Q2 2023 net loss of $20.3 million on revenues of $1.8 million Statement of Operations Highlights (in thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $1,767 | $2,911 | $3,618 | $8,424 | | Research and development | $11,874 | $11,954 | $24,037 | $23,755 | | Selling, general and administrative | $9,316 | $12,670 | $20,954 | $26,359 | | Operating loss | ($21,120) | ($24,162) | ($44,597) | ($46,315) | | Net loss | ($20,319) | ($17,635) | ($43,053) | ($36,886) | | Net loss per share, basic and diluted | ($0.08) | ($0.09) | ($0.18) | ($0.18) | Condensed Consolidated Statements of Cash Flows Net cash used in operations was $34.2 million, while financing activities provided $29.6 million from a stock offering Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($34,156) | ($25,836) | | Net cash (used in) provided by investing activities | ($26,905) | $33,141 | | Net cash provided by (used in) financing activities | $29,589 | ($276) | | Net decrease in cash, cash equivalents, and restricted cash | ($31,644) | $6,558 | - In January 2023, the company received net proceeds of $72.8 million from a public offering of common stock38100 - The company retired $43.1 million of its Convertible Notes during the first six months of 20233895 Notes to the Condensed Consolidated Financial Statements Notes detail key events including a subsidiary sale, debt retirement, a $72.8 million stock offering, and a lawsuit settlement - Management believes existing liquid assets will allow the company to continue operations for at least one year from the financial statement issuance date, despite expecting continued operating losses45 - In August 2022, the company completed the sale of its subsidiary, Trans Ova, for $170 million plus potential earn-outs, with results reported as discontinued operations62147 - On June 30, 2023, the company repurchased all remaining outstanding Convertible Notes, retiring a total of $43.34 million in principal during H1 20239295 - In January 2023, the company closed a public offering of 43.96 million shares, resulting in net proceeds of $72.8 million100 - The company reached an agreement to settle a shareholder class action lawsuit for $13.0 million, for which an accrual has been recorded116117 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses decreased revenue, lower operating expenses, and sufficient liquidity following a recent equity offering Overview Precigen is a clinical-stage biopharmaceutical company developing gene and cell therapies across two operating segments - The company is advancing lead clinical programs including PRGN-3005, PRGN-3006, and PRGN-3007 (UltraCAR-T platform), and PRGN-2009 and PRGN-2012 (AdenoVerse platform)132 - PRGN-2012 for recurrent respiratory papillomatosis (RRP) has received Breakthrough Therapy Designation from the FDA138 - The company's reportable segments are Biopharmaceuticals (Precigen and ActoBio) and Exemplar (research models and services)135148 Results of Operations Q2 2023 revenues fell 39% year-over-year, while a 27% drop in SG&A expenses helped narrow the operating loss Q2 2023 vs Q2 2022 Performance (in thousands) | Metric | Q2 2023 | Q2 2022 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $1,767 | $2,911 | ($1,144) | (39.3)% | | Research and development | $11,874 | $11,954 | ($80) | (0.7)% | | Selling, general and administrative | $9,316 | $12,670 | ($3,354) | (26.5)% | | Operating loss | ($21,120) | ($24,162) | $3,042 | (12.6)% | H1 2023 vs H1 2022 Performance (in thousands) | Metric | H1 2023 | H1 2022 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $3,618 | $8,424 | ($4,806) | (57.1)% | | Research and development | $24,037 | $23,755 | $282 | 1.2% | | Selling, general and administrative | $20,954 | $26,359 | ($5,405) | (20.5)% | | Operating loss | ($44,597) | ($46,315) | $1,718 | (3.7)% | - The decrease in SG&A expenses was primarily driven by a reduction in professional fees of $2.2 million for Q2 and $4.2 million for H1, mainly due to lower legal fees168181 Liquidity and Capital Resources The company holds $16.5 million in cash and believes its liquid assets are sufficient for the next 12 months - As of June 30, 2023, the company had cash and cash equivalents of $16.5 million and investments of $79.0 million189 - The company raised $72.8 million in net proceeds from a public stock offering in January 2023190 - Management believes existing liquid assets will fund operating expenses and capital requirements for at least the next 12 months199 - Future funding may be sought through equity offerings, debt financing, or strategic alliances, which could lead to dilution or relinquishing valuable rights201 Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate fluctuation on its $95.6 million investment portfolio - The company's investment portfolio, valued at $95.6 million as of June 30, 2023, is exposed to interest rate risk211 - The company believes a 100 basis point increase in interest rates would not have a material effect on the fair value of its interest-sensitive financial instruments211 Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2023 - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of the end of the reporting period213 - No material changes to internal control over financial reporting occurred during the three months ended June 30, 2023214 PART II - OTHER INFORMATION Item 1. Legal Proceedings Management believes ongoing legal matters will not have a material adverse effect on the company's business - The company does not believe that any ongoing legal matters will have a material adverse effect on its business, financial condition, or cash flows217 - For further details on legal matters, the report refers to Note 14 of the Condensed Consolidated Financial Statements218 Item 1A. Risk Factors No material changes to risk factors have occurred since the company's last Annual Report on Form 10-K - No material updates or changes to risk factors have occurred since the filing of the company's Annual Report219 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities during the reporting period - None221 Item 6. Exhibits This section lists filed exhibits, including an amended license agreement and required CEO/CFO certifications - An Amended and Restated Exclusive License Agreement with Alaunos Therapeutics, dated April 3, 2023, was filed as an exhibit226