0001356090-23-000009 | 10-Q | XBRL Viewer

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	Apr. 30, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-36042
Entity Registrant Name	PRECIGEN, INC.
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	26-0084895
Entity Address, Address Line One	20374 Seneca Meadows Parkway
Entity Address, City or Town	Germantown,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20876
City Area Code	301
Local Phone Number	556-9900
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	PGEN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		255,482,753
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001356090
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 9,740	$ 4,858
Restricted cash	13,800	43,339
Short-term investments	94,351	51,092
Receivables
Trade, less allowance for credit losses of $184 as of March 31, 2023 and December 31, 2022, respectively	1,771	978
Other	13,751	12,826
Prepaid expenses and other	4,330	5,066
Total current assets	137,743	118,159
Long-term investments	7,460	0
Property, plant and equipment, net	6,908	7,329
Intangible assets, net	43,848	44,455
Goodwill	36,966	36,923
Right-of-use assets	7,617	8,086
Other assets	1,004	1,025
Total assets	241,546	215,977
Current liabilities
Accounts payable	3,809	4,068
Accrued compensation and benefits	4,959	6,377
Other accrued liabilities	22,887	23,747
Deferred revenue	15	25
Current portion of long-term debt	13,819	43,219
Current portion of lease liabilities	1,244	1,209
Total current liabilities	46,733	78,645
Contract with Customer, Liability, Noncurrent	1,818	1,818
Lease liabilities, net of current portion	6,623	6,992
Deferred tax liabilities	2,239	2,263
Total liabilities	57,413	89,718
Commitments and contingencies (Note 14)
Shareholders' equity
Common stock, no par value, 400,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 255,482,753 shares and 208,150,021 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	2,078,133	1,998,314
Accumulated deficit	(1,891,301)	(1,868,567)
Accumulated other comprehensive loss	(2,699)	(3,488)
Total shareholders' equity	184,133	126,259
Total liabilities and shareholders' equity	$ 241,546	$ 215,977

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Accounts receivable allowance for credit losses	$ 184
Shareholders' equity
Common stock, no par value (in usd per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	255,482,753	208,150,021
Common stock, shares outstanding (in shares)	255,482,753	208,150,021

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues
Total revenues	$ 1,851	$ 5,513
Operating Expenses
Impairment of goodwill	0	482
Other income (Expense), Net
Equity in net loss of affiliates	0	(1)
Loss from continuing operations before income taxes	(22,789)	(23,956)
Income tax benefit	55	58
Income from discontinued operations, net of income taxes	0	4,647
Net loss	$ (22,734)	$ (19,251)
Net Loss per Share
Net loss from continuing operations per share, basic (in dollars per share)	$ (0.10)	$ (0.12)
Net loss from continuing operating per share, diluted (in dollars per share)	(0.10)	(0.12)
Net income (loss) from discontinued operations per share, diluted (in dollars per share)	0	0.02
Net income (loss) from discontinued operations per share, basic (in dollars per share)	0	0.02
Net loss per share, basic (in dollars per share)	(0.10)	(0.10)
Net loss per share, diluted (in dollars per share)	$ (0.10)	$ (0.10)
Weighted average shares outstanding, basic (in shares)	229,770,381	199,629,218
Weighted average shares outstanding, diluted (in shares)	229,770,381	199,629,218
Continuing Operations
Revenues
Total revenues	$ 1,851	$ 5,513
Operating Expenses
Research and development	12,163	11,801
Selling, general and administrative	11,639	13,689
Impairment of goodwill	0	482
Total operating expenses	25,329	27,666
Operating loss	(23,478)	(22,153)
Other income (Expense), Net
Interest expense	(324)	(2,038)
Interest income	633	38
Other income, net	380	198
Total other income (expense), net	689	(1,802)
Equity in net loss of affiliates	0	(1)
Loss from continuing operations before income taxes	(22,789)	(23,956)
Income tax benefit	55	58
Loss from continuing operations	(22,734)	(23,898)
Continuing Operations \| Product revenues
Revenues
Total revenues	324	492
Continuing Operations \| Service revenues
Revenues
Total revenues	1,527	4,933
Operating Expenses
Cost of products and services	1,527	1,694
Continuing Operations \| Other revenues
Revenues
Total revenues	$ 0	$ 88

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Related Party Transaction [Line Items]
Total revenues	$ 1,851	$ 5,513
Continuing Operations
Related Party Transaction [Line Items]
Total revenues	$ 1,851	$ 5,513

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (22,734)	$ (19,251)
Other comprehensive income (loss):
Unrealized gain (loss) on investments	262	(802)
Gain (loss) on foreign currency translation adjustments	527	(1,100)
Comprehensive loss	$ (21,945)	$ (21,153)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Cumulative effect of adoption of ASU 2020-06	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Cumulative effect of adoption of ASU 2020-06	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Accumulated Deficit Cumulative effect of adoption of ASU 2020-06
Balances (in shares) at Dec. 31, 2021			206,739,874
Balances at Dec. 31, 2021	$ 107,348	$ (18,196)	$ 0	$ 2,022,701	$ (36,868)	$ 203	$ (1,915,556)	$ 18,672
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	3,562			3,562
Shares issued upon vesting of restricted stock units and for exercises of stock options (in shares)			354,089
Shares issued upon vesting of restricted stock units and for exercises of stock options	1			1
Shares issued for accrued compensation (in shares)			315,327
Shares issued for accrued compensation	1,698			1,698
Shares issued as payment for services (in shares)			283,987
Shares issued as payment for services	576			576
Net loss	(19,251)						(19,251)
Other comprehensive income (loss)	(1,902)					(1,902)
Balances (in shares) at Mar. 31, 2022			207,693,277
Balances at Mar. 31, 2022	$ 73,836		$ 0	1,991,670		(1,699)	(1,916,135)
Balances (in shares) at Dec. 31, 2022	208,150,021		208,150,021
Balances at Dec. 31, 2022	$ 126,259		$ 0	1,998,314		(3,488)	(1,868,567)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	3,131			3,131
Shares issued upon vesting of restricted stock units and for exercises of stock options (in shares)			697,815
Shares issued upon vesting of restricted stock units and for exercises of stock options	0			0
Shares issued for accrued compensation (in shares)			2,206,469
Shares issued for accrued compensation	3,361			3,361
Shares issued as payment for services (in shares)			465,808
Shares issued as payment for services	545			545
Shares issued in private placement or in public offering, net of issuance costs (in shares)			43,962,640
Shares issued in private placement or in public offering, net of issuance costs	72,782			72,782
Net loss	(22,734)						(22,734)
Other comprehensive income (loss)	$ 789					789
Balances (in shares) at Mar. 31, 2023	255,482,753		255,482,753
Balances at Mar. 31, 2023	$ 184,133		$ 0	$ 2,078,133		$ (2,699)	$ (1,891,301)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (22,734)	$ (19,251)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,711	3,292
Loss on disposals of assets, net	0	125
Impairment of goodwill	0	482
Gain on debt retirement	(106)	0
Amortization of (discounts) premiums on investments, net	(203)	265
Equity in net loss of affiliates	0	1
Stock-based compensation expense	3,131	3,562
Shares issued as payment for services	545	576
Provision for credit losses	0	334
Accretion of debt discount and amortization of deferred financing costs	34	284
Deferred income taxes	(55)	(58)
Receivables:
Trade	(793)	(3,638)
Other	(925)	21
Prepaid expenses and other	743	2,102
Other assets	(27)	42
Accounts payable	(249)	(588)
Accrued compensation and benefits	1,936	(3,462)
Other accrued liabilities	(1,597)	(1,086)
Deferred revenue	22	(1,767)
Lease liabilities	195	(18)
Related party payables	0	(1)
Other long-term liabilities	(16)	0
Net cash used in operating activities	(18,388)	(18,783)
Cash flows from investing activities
Purchases of investments	(108,163)	0
Sales and maturities of investments	57,909	18,000
Purchases of property, plant and equipment	(154)	(1,579)
Proceeds from sale of assets	0	147
Net cash (used in) provided by investing activities	(50,408)	16,568
Cash flows from financing activities
Proceeds from issuance of shares, net of issuance costs	73,501	0
Payments of long-term debt	(29,270)	(164)
Payments of cost to retire long-term debt	(57)	0
Proceeds from stock option exercises	0	1
Net cash provided by(used in) financing activities	44,174	(163)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(28)	(230)
Net decrease in cash, cash equivalents, and restricted cash	(24,650)	(2,608)
Cash, cash equivalents, and restricted cash
Beginning of period	48,596	43,343
End of period	23,946	40,735
Supplemental disclosure of cash flow information
Cash paid during the period for interest	924	3,535
Accrued compensation paid in equity awards	3,361	1,698
Purchases of property and equipment included in accounts payable and other accrued liabilities	24	251
Proceeds from sale of assets included in accounts receivable	0	132
Issuance costs included in accounts payable and other accrued liabilities	719	0
Cash, cash equivalents, and restricted cash
Cash and cash equivalents	9,740
Restricted cash	13,800	13,800
Restricted cash included in other assets	406
Cash, cash equivalents, and restricted cash	$ 23,946	$ 40,735

Organization	3 Months Ended
Organization	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Precigen, Inc. ("Precigen"), a Virginia corporation, is a dedicated discovery and clinical-stage biopharmaceutical company advancing the next generation of gene and cell therapies with the overall goal of improving outcomes for patients with significant unmet medical needs. Precigen is leveraging its proprietary technology platforms to develop product candidates designed to target urgent and intractable diseases in its core therapeutic areas of immuno-oncology, autoimmune disorders, and infectious diseases. Precigen has developed an extensive pipeline of therapies across multiple indications within these core focus areas. Precigen’ primary operations are located in the State of Maryland. Precigen also has two wholly owned operating subsidiaries. Precigen ActoBio, Inc. ("ActoBio"), and Exemplar Genetics,LLC, doing business as Precigen Exemplar ("Exemplar"). ActoBio is pioneering a proprietary class of microbe-based biopharmaceuticals that enable expression and local delivery of disease-modifying therapeutics, with its primary operations located in Ghent, Belgium. Exemplar is committed to enabling the study of life-threatening human diseases through the development of MiniSwine Yucatan miniature pig research models and services, as well as enabling the production of cells and organs in its genetically engineered swine for regenerative medicine applications. Exemplar’s primary operations are located in the State of Iowa. Precigen and its consolidated subsidiaries are hereinafter referred to as the "Company."

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in the Company's annual financial statements have been condensed or omitted. These interim condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for fair statement of the Company's financial position as of March 31, 2023 and results of operations and cash flows for the interim periods ended March 31, 2023 and 2022. The year-end condensed consolidated balance sheet data was derived from the Company's audited financial statements but does not include all disclosures required by U.S. GAAP. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other future annual or interim period. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

The accompanying condensed consolidated financial statements reflect the operations of Precigen and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Liquidity

Management believes that existing liquid assets as of March 31, 2023 will allow the Company to continue its operations for at least a year from the issuance date of these condensed consolidated financial statements. These condensed consolidated financial statements are presented in United States dollars. Additionally, the condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the three months ended March 31, 2023, the Company incurred a net loss of $22,734 and, as of March 31, 2023, had an accumulated deficit of $1,891,301. Management expects operating losses and negative cash flows to continue for the foreseeable future and, as a result, the Company will require additional capital to fund its operations and execute its business plan. In the absence of a significant source of recurring revenue, the Company's long-term success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development (which could occur through debt or equity issuances, sales or partnerships of non-core assets, collaborations or out-licensing of core or non-core assets, or other transactions), adequately satisfy or renegotiate debt obligations, obtain regulatory approval of its therapeutic product candidates, successfully commercialize its therapeutic product candidates, generate revenue, meet its obligations and, ultimately, attain profitable operations.

Risks and Uncertainties

The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of therapeutic product candidates. Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development, and clinical manufacturing of its and its collaborators' therapeutic product candidates.

Research and Development

The Company considers that regulatory requirements inherent in the research and development of new products preclude it from capitalizing such costs. Research and development expenses include salaries and related costs of research and development personnel, including stock-based compensation expense, costs to acquire technology rights, contract research organizations and consultants, facilities, materials and supplies associated with research and development projects as well as various laboratory studies. Costs incurred in conjunction with collaboration and licensing arrangements are included in research and development. Indirect research and development costs include depreciation, amortization, and other indirect overhead expenses.

The Company has research and development arrangements with third parties that include upfront and milestone payments. As of March 31, 2023 and December 31, 2022, the Company had research and development commitments with third parties that had not yet been incurred totaling $18,153 and $19,909, respectively. The commitments are generally cancellable by the Company by providing written notice at least sixty days before the desire termination date.

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Cash balances at a limited number of banks may periodically exceed insurable amounts. The Company believes that it mitigates its risk by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuer. As of March 31, 2023 and December 31, 2022, the Company had cash equivalent investments in highly liquid money market accounts at major financial institutions of $5,626 and $3, respectively, which is included in cash and cash equivalents in the accompanying consolidated balance sheets.

Restricted Cash

Included in the condensed consolidated balance sheet as of March 31, 2023 and December 31, 2022, is restricted cash of $13,800 and $43,339, respectively. This cash is restricted for the permitted purposes related to our Convertible Notes, including the resolution of such notes.

Short-term and Long-Term Investments

As of March 31, 2023 and December 31, 2022 short-term and long-term investments include United States government debt and agency securities and certificates of deposit. The Company determines the appropriate classification as short-term or long-term at the time of purchase based on original maturities and management's reasonable expectation of sales and redemption. The Company reevaluates such classification at each balance sheet date.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset and liability. As a basis for considering such assumptions, the Company uses a three-tier fair value hierarchy that prioritizes the inputs used in its fair value measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:


Level 1:			Quoted prices in active markets for identical assets and liabilities;

Level 2:			Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3:			Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available.

Net Loss per Share

Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, using the treasury-stock method and the if-converted method. For purposes of the diluted net loss per share calculation, shares to be issued pursuant to convertible debt, stock options, RSUs, and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive as described in the next paragraph, therefore, basic and diluted net loss per share were the same for all periods presented. See Note 11 for the further discussion of the Company's Share Lending Agreement.

In accordance with Accounting Standards Codification (“ASC”) 260, the control number for determining whether including potential common shares in the diluted earnings per share, or EPS, computation would be antidilutive is income (loss) from continuing operations. As a result, if there is a loss from continuing operations, diluted EPS would be computed in the same manner as basic EPS is computed, even if the entity has net income after including discontinued operations. The following potentially dilutive securities as of March 31, 2023 and 2022, have been excluded from the above computations of diluted weighted average shares outstanding for the three months then ended as they would have been anti-dilutive:


	March 31,
	2023	2022

Options	16,945,209	16,034,553
Restricted stock units	1,877,308	1,185,205
Warrants	—	121,888
Total	18,822,517	17,341,646

In addition, the Company's Convertible Notes convert at an exercise price of approximately $17.05 per share of common stock, representing approximately 812,178 shares at March 31, 2023 and 11,732,440 shares at March 31, 2022. The shares underlying the Convertibles Notes were considered for the dilutive calculation but were excluded in all periods presented as their effect is antidilutive. See Note 9 for further discussion of the Convertible Notes.

Segment Information

The Company's chief operating decision maker ("CODM") regularly reviews disaggregated financial information for various operating segments. The financial information regularly reviewed by the CODM consists of (i) Biopharmaceuticals and (ii) Exemplar, each an operating segment which were also determined to be reportable segments. The Biopharmaceuticals reportable segment is primarily comprised of the Company's legal entities of Precigen and ActoBio. See Note 1 for a description of Precigen, ActoBio and Exemplar. Prior to January 1, 2023, corporate expenses were not allocated to the segments and were managed at a consolidated level. Corporate expenses, include costs associated with general and administrative functions, including the Company's finance, accounting, legal, human resources, information technology, corporate communication, and investor relations functions. Corporate expenses exclude interest expense, depreciation and amortization, gain or loss on disposals of assets, stock-based compensation expense, loss on settlement agreement, and equity in net loss of affiliates and include unrealized and realized gains and losses on the Company's securities portfolio as well as dividend income. Beginning in the first quarter of 2023, the Company allocated certain corporate expenses to Precigen as its operations directly benefited from these expenditures, and are now included in the Biopharmaceuticals reportable segment. As presented in Note 15, the prior year period has been reclassified to conform to the current period’s presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the

date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments.

We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition method, which resulted in an increase to our reported long-term debt outstanding, net of current portion, of $18,196, a decrease to our additional paid-in capital of $36,868, and a corresponding cumulative-effect reduction to our opening accumulated deficit of $18,672. The adoption of ASU 2020-06 is expected to reduce non-cash interest expense related to existing convertible debt outstanding by approximately $11,800 for the year ending December 31, 2022, and did not have an impact on our consolidated cash flows. The use of the if-converted method did not have an impact on our overall earnings per share calculation.

Recently Issued Accounting Pronouncements Not Yet Adopted

There are no accounting standards which have not yet been adopted that are expected to have a significant impact on our financial statements and related disclosures.

Discontinued Operations

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Where applicable, the notes to the accompanying condensed consolidated financial statements have been updated to reflect information pertaining to the Company's continuing operations based on the discontinued operations summarized below.

Trans Ova

As part of the Company's strategic shift to becoming a healthcare company, on August 18, 2022, the Company completed the sale of 100% of the issued and outstanding membership interests in its wholly-owned subsidiary, Trans Ova, to Spring Bidco LLC (the “Buyer”), a Delaware limited liability company for $170,000 and up to $10,000 in cash earn-out payments contingent upon the performance of Trans Ova in each of 2022 and 2023, consisting of $5,000 for each year (the “Transaction”). The Company received $162,306 in proceeds, net of certain transaction costs, on August 18, 2022, after giving effect to the preliminary closing purchase price adjustments. The final working capital adjustment of $936 was received in the fourth quarter of 2022. In February 2023, the buyer notified the Company that Trans Ova did not meet the financial measures required in 2022 in order to require the first $5,000 earn-out payment.

The Company elected to account for the contingent consideration arrangement as a gain contingency in accordance with ASC 450, Contingencies (Subtopic 450-30). Under this approach, the Company recognizes the contingent consideration receivable in earnings after the contingency is resolved. Accordingly, to determine the initial gain on the sale of Trans Ova, the Company did not include an amount related to the contingent consideration arrangement as part of the consideration received.

In connection with the Transaction, the Company, as of March 31, 2023, holds restricted cash of $13,800, in a segregated account to be used for certain permitted purposes, including resolution of the Company’s outstanding Convertible Notes as discussed further in Note 9. In addition, the Company is required to indemnify the Buyer for certain expenses incurred post close (related to covenants and certain additional specified liabilities including certain patent infringement lawsuits), if incurred, in amounts not to exceed $5,750, which was recorded as a reduction of the gain on divestiture in the third quarter of 2022, and is included in other accrued liabilities as of March 31, 2023. To date, the Company has not received an indemnification claim.

There were no discontinued operations related to Trans Ova for the three months ended March 31, 2023. The following table presents the financial results of discontinued operations related to Trans Ova for the three months ended March 31, 2022:




Product revenues	$	8,232
Service revenues	18,276
Total revenues	26,508
Cost of products and services	15,405

Research and development	959
Selling, general and administrative	5,887
Total operating expenses	22,251
Operating income	4,257
Other income, net	390



Income from discontinued operations	$	4,647

The following table presents the significant noncash items, purchases of property, plant and equipment, and proceeds from sales of assets for the discontinued operations related to Trans Ova for the three months ended March 31, 2022 that are included in the accompanying condensed consolidated statements of cash flows.




Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization	$	1,374
(Gain) Loss on disposal of assets	125




Stock-based compensation expense	38

Provision for credit losses	334
Cash flows from investing activities
Purchases of property, plant and equipment	(1,083)
Proceeds from sale of assets	147
Cash flows from financing activities
Payments of long-term debt	(112)

Collaboration and Licensing Revenue

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaboration and Licensing Revenue

The Company's collaborations and licensing agreements may provide for multiple promises to be satisfied by the Company and typically include a license to the Company's technology platforms, participation in collaboration committees, and performance of certain research and development services. Based on the nature of the promises in the Company's collaboration and licensing agreements, the Company typically combines most of its promises into a single performance obligation because the promises are highly interrelated and not individually distinct. Options to acquire additional services are considered to determine if they constitute material rights. At contract inception, the transaction price is typically the upfront payment received and is allocated to the performance obligations. The Company has determined the transaction price should be recognized as revenue based on its measure of progress under the agreement primarily based on inputs necessary to fulfill the performance obligation.

The Company determines whether collaborations and licensing agreements are individually significant for disclosure based on a number of factors, including total revenue recorded by the Company pursuant to collaboration and licensing agreements, collaborators or licensees with equity method investments, or other qualitative factors. Collaboration and licensing revenues generated from consolidated subsidiaries are eliminated in consolidation.

There were no material amounts recognized as revenue for the three months ended March 31, 2023 and 2022.

Alaunos License Agreement

On April 3, 2023, the Company entered into an amended and restated exclusive license agreement (the “License Agreement”), with Alaunos Therapeutics (“Alaunos”). The License Agreement amended and replaced the terms of the Exclusive License Agreement by and between the Company and Alaunos, dated October 5, 2018.

Pursuant to the terms of the License Agreement, the Company has granted Alaunos an exclusive, worldwide, royalty-free, sub-licensable license to research, develop and commercialize T-cell receptor products, designed for neoantigens for the treatment of cancer or the treatment and prevention of human papilloma virus, or HPV, to the extent that the primary reason for such treatment or prevention is to prevent cancer, which is referred to as the HPV Field. The Company has also granted Alaunos an exclusive, worldwide, royalty-free, sub-licensable license for certain patents relating to the Sleeping Beauty technology to research, develop and commercialize TCR Products for both neoantigens and shared antigens for the treatment of cancer and in the HPV Field. The Company also granted Alaunos certain non-exclusive rights with respect to shared antigens, NK cells and gamma delta T-cells. Alaunos will be solely responsible for all aspects of the research, development and commercialization of the exclusively licensed products for the treatment of cancer and will not be subject to a diligence obligation with respect to such efforts.

Pursuant to the License Agreement, Alaunos no longer has any rights to certain of the Company’s technology including with respect to (i) products utilizing the Company’s RheoSwitch® gene switch, or RTS to express IL-12, or the IL-12 Products, for the treatment of cancer, (ii) chimeric antigen receptor, or CAR, products including CD19 and BCMA, or (iii) products utilizing an additional construct that expresses RTS IL-12, or Gorilla IL-12 Products, for the treatment of cancer and in the HPV Field. In addition, the Company may research, develop and commercialize products for the treatment of cancer, outside of the products exclusively licensed to Alaunos. Alaunos will provide the Company with certain access to information and materials related to Alaunos’s prior use of the Company’s technologies that is no longer within the scope of the License Agreement.

In consideration of the licenses and other rights granted by the Company, Alaunos will pay the Company an annual license fee of $0.1 million. Neither Alaunos nor the Company will have any other obligations with respect to the payment of milestones or royalties on products developed in connection with the License Agreement.

The Company has agreed that, during the term of the License Agreement, it will not use the licensed intellectual property to research, develop or commercialize any exclusive product for the treatment of cancer. The License Agreement will terminate on a product-by-product and/or country-by-country basis upon the expiration of the last to expire patent claim for a licensed product. In addition, Alaunos may terminate the License Agreement on a country-by-country or program-by-program basis following written notice to the Company, and either party may terminate the License Agreement following notice of a material breach. The License Agreement also contains customary representations, warranties and covenants from Alaunos and the Company, as well as customary provisions related to indemnity, confidentiality and other matters.

Deferred Revenue

Deferred revenue primarily consists of upfront and milestone consideration received for the Company's collaboration and licensing agreements. Revenue is recognized as services are performed. The arrangements classified as long-term are not active while the respective counterparties evaluate the status of the project and its desired future development activities since the Company cannot reasonably estimate the amount of service to be performed over the next year.

Deferred revenue consisted of the following:


	March 31, 2023		December 31, 2022
Collaboration and licensing agreements	$	1,818	$	1,818
Prepaid product and service revenues	15		15
Other	—		10
Total	$	1,833	$	1,843
Current portion of deferred revenue	$	15	$	25
Long-term portion of deferred revenue	1,818		1,818
Total	$	1,833	$	1,843

Short-term and Long-term Investments

3 Months Ended

Mar. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Short-term and Long-term Investments

The Company's investments are classified as available-for-sale. The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of March 31, 2023:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value
U.S. government debt securities	$	96,820	$	—	$	(498)	$	96,322
U.S. agency securities	992		—		—		992
Certificates of deposit	4,497		—		—		4,497
Total	$	102,309	$	—	$	(498)	$	101,811

The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2022:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value
U.S. government debt securities	$	51,755	$	—	$	(760)	$	50,995
Certificates of deposit	97		—		—		97
Total	$	51,852	$	—	$	(760)	$	51,092

The estimated fair value of available-for-sale investments classified by their contractual maturities as of March 31, 2023 was:


Due within one year	$	94,351
After one year through two years	7,460
Total	$	101,811

Changes in market interest rates and bond yields cause certain investments to fall below their cost basis, resulting in unrealized losses on investments. We do not intend to sell these investments nor is it more likely than not that the Company will be required to sell these investments, prior to maturity or recovery of amortized cost.

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The carrying amount of cash and cash equivalents, receivables, accounts payable, accrued compensation and benefits, other accrued liabilities, and related party payables approximate fair value due to the short maturity of these instruments.

Assets

The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of March 31, 2023:


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		March 31, 2023
Assets
U.S. government debt securities	$	—	$	96,322	$	—	$	96,322
U.S. agency securities			992				992
Certificates of deposit	—		4,497		—		4,497
Total	$	—	$	101,811	$	—	$	101,811

The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of December 31, 2022:


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2022
Assets
U.S. government debt securities	$	—	$	50,995	$	—	$	50,995
Certificates of deposit	—		97		—		97
Total	$	—	$	51,092	$	—	$	51,092

The method used to estimate the fair value of the Level 2 short-term and long-term debt investments in the tables above is based on professional pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets.

Liabilities

The calculated fair value of the Convertible Notes (Note 9) was approximately $14,000 and $43,000 as of March 31, 2023 and December 31, 2022, respectively, and is based on the recent third-party trades of the instrument as of the balance sheet date. The fair value of the Convertible Notes is classified as Level 2 within the fair value hierarchy as there is not an active market for the Convertible Notes, however, third-party trades of the instrument are considered observable inputs. The Convertible Notes are reflected on the accompanying condensed consolidated balance sheets at amortized cost, which was $13,819 and $43,219 as of March 31, 2023 and December 31, 2022,

See Note 8 for discussion of non-recurring fair value estimates used in calculating an impairment charge recorded during the three months ended March 31, 2022

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property, Plant and Equipment, Net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

Property, plant and equipment consist of the following:


	March 31, 2023		December 31, 2022
Land and land improvements	$	164	$	164
Buildings and building improvements	2,592		2,592
Furniture and fixtures	507		457
Equipment	18,428		18,006
Leasehold improvements	4,325		4,333
Breeding stock	128		123
Computer hardware and software	4,607		4,562
Construction and other assets in progress	151		531
	30,902		30,768
Less: Accumulated depreciation and amortization	(23,994)		(23,439)
Property, plant and equipment, net	$	6,908	$	7,329

Depreciation expense was $506 and $653 for the three months ended March 31, 2023 and 2022, respectively.

Goodwill and Intangible Assets, Net

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

The changes in the carrying amount of goodwill for the three months ended March 31, 2023 were as follows:


Balance at December 31, 2022	$	36,923

Foreign currency translation adjustments	43
Balance at March 31, 2023	$	36,966

The Company recorded $482 of goodwill impairment related to the total goodwill assigned to one reporting unit within the biopharmaceutical segment during the first quarter of 2022.

The Company had $14,483 of cumulative impairment losses as of both March 31, 2023 and December 31, 2022.

Intangible assets consist of the following as of March 31, 2023:


	Gross Carrying Amount		Accumulated Amortization		Net
Patents, developed technologies and know-how	$	81,553	$	(37,705)	$	43,848
Customer relationships	1,600		(1,600)		—
Trademarks	200		(200)		—
Total	$	83,353	$	(39,505)	$	43,848

Intangible assets consist of the following as of December 31, 2022:


	Gross Carrying Amount		Accumulated Amortization		Net
Patents, developed technologies and know-how	$	80,892	$	(36,437)	$	44,455
Customer relationships	1,600		(1,600)		—
Trademarks	200		(200)		—
Total	$	82,692	$	(38,237)	$	44,455

Amortization expense was $1,205 and $1,265 for the three months ended March 31, 2023 and 2022, respectively.

Lines of Credit and Short-Term Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Lines of Credit and Short-Term Debt

Lines of Credit

Exemplar has a $2,500 revolving line of credit that matures on October 31, 2023. As of March 31, 2023, the line of credit bore interest at a stated rate of 7.00% per annum. As of March 31, 2023 and December 31, 2022, there was no outstanding balance on the line of credit.

Short-Term Debt

As of both March 31, 2023 and December 31, 2022, $13,819 and $43,219 of short- term debt consisted solely of the Company's Convertible Notes.

Convertible Debt

Precigen Convertible Notes

In July 2018, Precigen completed a registered underwritten public offering of $200,000 aggregate principal amount of Convertible Notes and issued the Convertible Notes under an indenture (the "Base Indenture") between Precigen and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture (together with the

Base Indenture, the "Indenture"). Precigen received net proceeds of $193,958 after deducting underwriting discounts and offering expenses of $6,042.

The Convertible Notes are senior unsecured obligations of Precigen and bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 1 and July 1 of each year beginning on January 1, 2019. The Convertible Notes mature on July 1, 2023 and are repayable in cash, unless earlier repurchased or converted. Upon conversion by the holders, the Convertible Notes are convertible into cash, shares of Precigen's common stock or a combination of cash and shares, at Precigen's election. The initial conversion rate of the Convertible Notes is 58.6622 shares of Precigen common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $17.05 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date as defined in the Indenture, Precigen will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event in certain circumstances. Prior to April 1, 2023, the holders may convert the Convertible Notes at their option only upon the satisfaction of the following circumstances:

•During any calendar quarter commencing after the calendar quarter ended on September 30, 2018, if the last reported sales price of Precigen's common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•During the five business day period after any five consecutive trading day period in which the trading price, as defined in the Indenture, for the Convertible Notes is less than 98% of the product of the last reported sales price of Precigen's common stock and the conversion rate for the Convertible Notes on each such trading day; or

•Upon the occurrence of specified corporate events as defined in the Indenture.

None of the above events allowing for conversion prior to April 1, 2023 occurred during the three months ended March 31, 2023. On or after April 1, 2023 until June 30, 2023, holders may convert their Convertible Notes at any time. Precigen may not redeem the Convertible Notes prior to the maturity date.

If Precigen undergoes a fundamental change, as defined in the Indenture, holders of the Convertible Notes may require Precigen to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Indenture contains customary events of default, as defined in the agreement, and, if any of the events occur, could require repayment of a portion or all of the Convertible Notes, including accrued and unpaid interest. Additionally, the Indenture provides that Precigen shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to, another entity, unless (i) the surviving entity is organized under the laws of the United States and such entity expressly assumes all of Precigen's obligations under the Convertible Notes and the Indenture; and (ii) immediately after such transaction, no default or event of default has occurred and is continuing under the Indenture.

The net proceeds received from the issuance of the Convertible Notes were initially allocated between long-term debt, the liability component, in the amount of $143,723, and additional paid-in capital, the equity component, in the amount of $50,235. Additional paid-in capital was further reduced by $13,367 of deferred taxes resulting from the difference between the carrying amount and the tax basis of the Convertible Notes that is created by the equity component, which also resulted in deferred tax benefit recognized from the reversal of valuation allowances on the then current year domestic operating losses in the same amount.

As described in Note 2, the Company adopted ASU 2020-06 on January 1, 2022. Pursuant to ASU 2020-06, the equity components of the Convertible Notes separated from the debt components as required under the cash conversion model is required to be recombined into the Convertible Notes as a single instrument upon the adoption of ASU 2020-06. The Convertible Notes shall be accounted for as if the conversion option had not been separated. As the Company elected the modified retrospective approach, the difference between the accounting under the cash conversion model and new model after the adoption of ASU 2020-06 (i.e., the single debt instrument with no separation) was recorded as an adjustment on the adoption date (i.e., January 1, 2022) through accumulated deficit. Tax accounting consequences of the adoption also required the reversal of the previously reported deferred tax benefit on the date of adoption.

Adoption of ASU 2020-06 resulted in an increase to long-term debt outstanding, net of current portion, of $18,196, a decrease to additional paid-in capital of $36,868, and a decrease to accumulated deficit of $18,672. Interest expense recognized on the

Convertible Notes in future periods will be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost.

As discussed in Note 3, in connection with the sale of Trans Ova in 2022, the Company transferred a total of $200,000 into a segregated account to be used for certain permitted purposes, including resolution of the Company's outstanding Convertibles Notes. During the year December 31, 2022 and subsequently, the Company executed open market purchases of a portion of the outstanding Convertible Notes. During three months ended March 31, 2023, the Company retired $29,495 of principal balance from these purchases and recorded a gain on extinguishment of debt of approximately $54, which was recorded within Other income (expense), net, within the condensed consolidated statements of operations. The Company had previously retired $156,660 of principal balance from purchases during the year ended December 31, 2022. As of March 31, 2023, $13,800 of restricted cash remained in the segregated account noted above for permitted purposes including the resolution of the Company's outstanding Convertible Notes.

As of March 31, 2023, the outstanding principal balance of the Convertible Notes was $13,845 and the carrying value of the Convertible Notes was $13,819. The effective interest rate on the Convertible Notes, including amortization of the long-term debt discount and debt issuance costs, is 4.25%. As of March 31, 2023, the unamortized long-term debt discount and debt issuance costs totaled $26.

The components of interest expense related to the Convertible Notes were as follows:


	Three Months Ended March 31,
	2023		2022
Cash interest expense	$	289	$	1,750
Non-cash interest expense	34		284
Total interest expense	$	323	$	2,034

Accrued interest of $127 is included in other accrued liabilities on the accompanying condensed consolidated balance sheet as of March 31, 2023.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three months ended March 31, 2023, the Company calculated its tax benefit using the estimated annual effective tax rate method. The rate is the ratio of estimated annual income tax expense related to estimated pretax loss from continuing operations, excluding significant unusual or infrequently occurring items. As a result of the pretax losses anticipated for the full year which are not benefited, this rate has been calculated and applied to the year-to-date interim period’s ordinary income or loss on a jurisdiction by jurisdiction basis to determine the income tax expense/benefit allocated to the year-to-date period. The annual effective tax rate is revised, if necessary, at the end of each interim period based on the Company’s most current best estimate. The Company recorded $55 of income tax benefit from continuing operations for the three months ended March 31, 2023. The effective tax rate differs from the U.S. statutory tax rate, primarily as a result of the change in valuation allowance required. For the three months ended March 31, 2022, the Company calculated tax benefit using an estimate of actual taxable income or loss for period, rather than estimating the Company's annual effective income tax rate, as the Company was unable to reliably estimate its income for the full year. The Company recorded $58 of income tax benefit from continuing operations for the three months ended March 31, 2022. The effective tax rate differs from the U.S. statutory tax rate, primarily as a result of the change in valuation allowance required. The Company's net deferred tax assets are offset by a valuation allowance due to the Company's history of net losses combined with an inability to confirm recovery of the tax benefits of the Company's tax attributes and other net deferred tax assets. A portion of the Company’s tax attributes are subject to annual limitations under Section 382 of the Internal Revenue Code. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Shareholders' Equity

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Shareholders' Equity

Issuances of Precigen Common Stock

In January 2023, the Company closed a public offering of 43,962,640 shares of its common stock, resulting in net proceeds of $72,782, after deducting underwriting discounts, fees, and other underwriting expenses. Of the 43,962,640 shares, 11,517,712 shares were purchased by related parties and their affiliates, including the Company's Chief Executive Officer, its Chairman of the Board of Directors and his affiliates, and certain other of the Company's officers.

We completed the offering of shares of common stock, utilizing a number of underwriters, with J.P. Morgan Securities LLC is acting as representative of the underwriters. The underwriting fee was equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock, The services provided by JP Morgan Securities LLC were in the ordinary course of their role as lead underwriter, for which they received customary fees and commissions.

See Note 9 for discussion regarding conversion features of the convertible notes.

Share Lending Agreement

Concurrently with the offering of the Convertible Notes (Note 9), Precigen entered into a share lending agreement (the "Share Lending Agreement") with J.P. Morgan Securities LLC (the "Share Borrower") pursuant to which Precigen loaned and delivered 7,479,431 shares of its common stock (the "Borrowed Shares") to the Share Borrower. The Share Lending Agreement will terminate, and the Borrowed Shares will be returned to Precigen within five business days of such termination, upon (i) termination by the Share Borrower or (ii) the earliest to occur of (a) October 1, 2023 and (b) the date, if any, on which the Share Lending Agreement is either mutually terminated or terminated by one party upon a default by the other party. The Share Borrower maintains collateral in the form of cash or certain permitted non-cash collateral with a market value at least equal to the market value of the Borrowed Shares as security for the obligation of the Share Borrower to return the Borrowed Shares when required by the terms above. The Borrowed Shares were offered and sold to the public at a price of $13.37 per share under a registered offering (the "Borrowed Shares Offering"). Precigen did not receive any proceeds from the sale of the Borrowed Shares to the public or any lending fees from the Share Lending Agreement. The Share Borrower or its affiliates received all the proceeds from the sale of the Borrowed Shares to the public. Affiliates of Third Security purchased all of the shares of common stock in the Borrowed Shares Offering.

The Share Lending Agreement was entered into at fair value and met the requirements for equity classification. Therefore, the value is netted against the issuance of the Borrowed Shares in additional paid-in capital. Additionally, the Borrowed Shares are not included in the denominator for loss per share attributable to Precigen shareholders unless the Share Borrower defaults on the Share Lending Agreement.

At-the-Market Sales Agreement

On August 9, 2022, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may issue and sell from time to time shares of the Company’s common stock, no par value per share (the “Shares”), through the Agent. The offering and sale of up to $100,000 of the Shares has been registered under the Securities Act of 1933. The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Company intends to use the proceeds of any sales to fund the development of clinical and preclinical product candidates and for working capital and other general corporate purposes.

No shares were sold in connection with the Sales Agreement during 2023 nor for the year ended December 31, 2022.

Components of Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:


	March 31, 2023		December 31, 2022
Unrealized loss on investments	$	(498)	$	(760)
Loss on foreign currency translation adjustments	(2,201)		(2,728)
Total accumulated other comprehensive loss	$	(2,699)	$	(3,488)

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Share-Based Payments

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Payments

The Company measures the fair value of stock options and restricted stock units ("RSUs") issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense. Stock-based compensation expense for employees and nonemployees is recognized over the requisite service period, which is typically the vesting period. Stock-based compensation costs included in the condensed consolidated statements of operations are presented below:


	Three Months Ended March 31,
	2023		2022
Cost of products	$	7	$	8
Cost of services	6		25
Research and development	509		545
Selling, general and administrative	2,609		2,946
Discontinued operations	—		38
Total	$	3,131	$	3,562

Precigen Stock Option Plans

In April 2008, Precigen adopted the 2008 Equity Incentive Plan (the "2008 Plan") for employees and nonemployees pursuant to which Precigen's board of directors granted share-based awards, including stock options, to officers, key employees and nonemployees. Upon the effectiveness of the 2013 Omnibus Incentive Plan (the "2013 Plan"), no new awards may be granted under the 2008 Plan. As of March 31, 2023, there were 14,843 stock options outstanding under the 2008 Plan.

Precigen adopted the 2013 Plan for employees and nonemployees pursuant to which Precigen's board of directors may grant share-based awards, including stock options and shares of common stock, to employees, officers, consultants, advisors, and nonemployee directors. The 2013 Plan became effective in August 2013, and as of March 31, 2023, there were 37,000,000 shares authorized for issuance under the 2013 Plan, of which 13,772,359 stock options and 862,356 RSUs were outstanding and 9,396,501 shares were available for grant. In April 2023, Precigen granted approximately 5,600,000 options in connection with the Company's annual long-term incentive compensation award for its' employees.

In April 2019, Precigen adopted the 2019 Incentive Plan for Non-Employee Service Providers (the "2019 Plan"), which became effective upon shareholder approval in June 2019. The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to non-employee service providers, including board members. As of March 31, 2023, there were 12,000,000 shares authorized for issuance under the 2019 Plan, of which 3,158,007 stock options and 1,014,952 RSUs were outstanding and 4,502,466 shares were available for grant.

Stock option activity was as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2022	15,201,276	$	10.41	6.87
Granted	1,834,069	1.11

Exercised	—	—
Forfeited	(69,375)	5.29
Expired	(20,761)	19.15
Balances at March 31, 2023	16,945,209	9.41		6.90
Exercisable at March 31, 2023	11,559,913	11.40		6.29

RSU activity was as follows:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2022	697,815	$	2.66	0.13
Granted	4,083,777	1.01
Vested	(2,904,284)	1.70
Forfeited	—	—
Balances at March 31, 2023	1,877,308	1.07		0.68

Precigen currently uses authorized and unissued shares to satisfy share award exercises.

Operating Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Operating Leases

The Company leases certain facilities and equipment under operating leases. Leases with a lease term of twelve months or less are considered short-term leases and are not recorded on the balance sheet, and expense for these leases is recognized over the term of the lease. All other leases have remaining terms of one to nine years, some of which may include options to extend the lease and some of which may include options to terminate the lease within one year. The Company uses judgment to determine whether it is reasonably possible to extend the lease beyond the initial term or terminate before the initial term ends and the length of the possible extension or early termination. The leases are renewable at the option of the Company and do not contain residual value guarantees, covenants, or other restrictions.

The components of lease costs were as follows:


	Three Months Ended March 31,
	2023		2022
Operating lease costs	$	615	$	627
Short-term lease costs	20		53
Variable lease costs	120		103
Lease costs	$	755	$	783

As of March 31, 2023, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows:


2023	$	1,596
2024	1,844
2025	1,817
2026	1,474
2027	1,228
2028	1,260
Thereafter	1,847
Total	11,066
Present value adjustment	(3,199)
Total	$	7,867
Current portion of operating lease liabilities	$	1,244
Long-term portion of operating lease liabilities	6,623
Total	$	7,867

Other information related to operating leases in continuing operations was as follows:


	March 31, 2023		December 31, 2022
Weighted average remaining lease term (years)	5.96		6.09
Weighted average discount rate	11.05	%	11.05	%


	Three Months Ended March 31,
	2023		2022
Supplemental disclosure of cash flow information
Cash paid for operating lease liabilities	$	463	$	639
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases)	26		—

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Contingencies In October 2020, several shareholder class action lawsuits were filed in the United States District Court for the Northern District of California on behalf of certain purchasers of the Company's common stock. The complaints name as defendants the Company and certain of its current and former officers. The plaintiffs' claims challenged disclosures about the MBP program from May 10, 2017 to March 1, 2019. In March 2021, the court granted an order consolidating the claims and, in April 2021, appointed a lead plaintiff and lead counsel in the case, captioned In re Precigen Securities Litigation, Case No. 5:20-cv-06936-BLF (N.D. Cal.). On May 18, 2021, the lead plaintiff filed an Amended Class Action Complaint. On August 2, 2021, the defendants moved to dismiss the Amended Class Action Complaint. On September 27, 2021, the lead plaintiff filed a Second Amended Class Action Complaint in lieu of a response to the defendants’ motion to dismiss. On November 3, 2021, the defendants moved to dismiss the Second Amended Class Action Complaint and on May 31, 2022, the court granted the defendants’ motion to dismiss the Second Amended Class Action Complaint with leave to amend. On August 1, 2022, the lead plaintiff filed a Third Amended Class Action Complaint. On August 2, 2022 the Court granted the parties' request to conduct a private mediation session to explore potential resolution of the action. On November 17, 2022, at the conclusion of the mediation session, the parties executed a memorandum of understanding that agreed in principle to resolve the claims asserted in the securities class action. The settlement provides for a payment to the plaintiff class of $13,000. The proposed settlement requires final negotiation of the terms of settlement and both preliminary and final approval by the court. Should the court not approve the proposed settlement or if the proposed settlement otherwise does not become final, the parties will be returned to their litigation postures prior to the agreement in principle to settle. In the event that the litigation resumes, the defendants intend to move to dismiss the plaintiff’s Third Amended Class Action Complaint. As of both March 31, 2023 and December 31,2022, the Company recorded an accrual of $13,000 in Other accrued liabilities on the condensed consolidated balance sheets for this matter. In addition, the Company separately recognized an insurance receivable asset of $12,525 and $12,411 within Receivables, other, on the condensed consolidated balance sheets as of March 31, 2023 and December 31,2022 , respectively. In December 2020, a derivative shareholder action, captioned Edward D. Wright, derivatively on behalf of Precigen, Inc. F/K/A Intrexon Corp. v. Alvarez et al, was filed in the Circuit Court for Fairfax County in Virginia on behalf of Precigen, Inc. asserting similar claims under state law against Precigen's current directors and certain officers. The plaintiff seeks damages, forfeiture of benefits received by defendants, and an award of reasonable attorneys' fees and costs. The case was stayed by an order entered on June 14, 2021. On September 24, 2021, an individual shareholder filed a lawsuit in the Circuit Court for Henrico County styled Kent v. Precigen, Inc., Case CL21-6349. The Kent action demands inspection of certain books and records of the Company pursuant to Virginia statutory and common law. On April 1, 2022, the court denied the demurrer and referred the matter to a hearing on the merits. The Company intends to defend the lawsuits vigorously; however, there can be no assurances regarding the ultimate outcome of these lawsuits. In the course of its business, the Company is involved in litigation or legal matters, including governmental investigations. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of March 31, 2023, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Third Security and Affiliates The Company's Executive Chairman is also the Senior Managing Director and Chairman of Third Security and owns 100% of the equity interests of Third Security. Through December 2019, the Company was party to a Services Agreement ("Services Agreement") with Third Security pursuant to which Third Security provided the Company with certain professional, legal, financial, administrative, and other support services necessary to support the Company and its Executive Chairman. Following the expiration of the Services Agreement, the Company entered into a new agreement with Third Security under which the Company reimburses Third Security for certain tax-related services performed by Third Security as requested by the Company which expired on December 31, 2021. As the Company evaluates its alternatives, it continues to utilize these services on a limited basis under the terms of the original agreement. The Company also reimburses Third Security for certain out-of-pocket expenses incurred on the Company's behalf prior to and after the expiration of the Services Agreement under a separate agreement. The total expenses incurred by the Company under these arrangements were $0 and $26 for the three months ended March 31, 2023 and 2022, respectively. See also Note 12 regarding compensation arrangements between the Company and its Executive Chairman. See Notes 1, 3, and 11 regarding additional transactions with affiliates of Third Security.

Segments

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segments

The Company's CODM assesses the operating performance of and allocates resources for several operating segments using Segment Adjusted EBITDA as a basis. Management believes this financial metric is a key indicator of operating results since it excludes noncash revenues and expenses that are not reflective of the underlying business performance of an individual enterprise. The Company defines Segment Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) income tax expense or benefit, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) loss on settlement agreements where noncash consideration is paid, (vi) adjustments for accrued bonuses paid in equity awards, (vii) gain or loss on disposals of assets, (viii) loss on impairment of goodwill and other noncurrent assets, (ix) equity in net loss of affiliates, and (x) recognition of previously deferred revenue associated with upfront and milestone payments as well as cash outflows from capital expenditures and investments in affiliates, but includes proceeds from the sale of assets in the period sold.

Because the Company uses Segment Adjusted EBITDA as its primary measure of segment performance, it has included this measure in its discussion of segment operating results. The Company has also disclosed revenues from external customers and intersegment revenues for each reportable segment. The CODM does not use total assets by segment to evaluate segment performance or allocate resources, and accordingly, these amounts are not required to be disclosed. The Company's segment presentation excludes amounts related to the operations of Trans Ova which are reported as discontinued operations (Note 3).

For the three months ended March 31, 2023, the Company's reportable segments were (i) Biopharmaceuticals and (ii) Exemplar. These identified reportable segments met the quantitative thresholds to be reported separately for the three months ended March 31, 2023. See Note 2 for a description of Biopharmaceuticals. See Note 1 for a description of Exemplar.

Segment Adjusted EBITDA by reportable segment was as follows:


	Three Months Ended March 31,
	2023		2022
Biopharmaceuticals	$	(20,764)	$	(20,839)
Exemplar	121		3,558

Segment Adjusted EBITDA for reportable segments	$	(20,643)	$	(17,281)

The table below reconciles Segment Adjusted EBITDA for reportable segments to consolidated net loss from continuing operations before income taxes:


	Three Months Ended March 31,
	2023		2022
Segment Adjusted EBITDA for reportable segments	$	(20,643)	$	(17,281)

Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates	154		496
Add recognition of previously deferred revenue associated with upfront and milestone payments	—		1,446
Other expenses:
Interest expense	(324)		(2,038)
Depreciation and amortization	(1,711)		(1,918)
Loss on disposals of assets	—		—
Impairment losses	—		(482)

Stock-based compensation expense	(3,132)		(3,524)
Adjustment related to accrued bonuses paid in equity awards	3,360		1,698
Equity in net loss of affiliates	—		(1)
Other	—		—
Shares issue for payment of services	(545)		(576)
Corporate noncash items	52		(265)
Unallocated corporate costs	—		—
Eliminations	—		(1,511)
Consolidated net loss from continuing operations before income taxes	$	(22,789)	$	(23,956)

Revenues by reportable segment were as follows:


	Three Months Ended March 31, 2023
	Biopharmaceuticals		Exemplar		Total
Revenues from external customers	$	—	$	1,851	$	1,851
Intersegment revenues	—		—		—
Total segment revenues	$	—	$	1,851	$	1,851


	Three Months Ended March 31, 2022
	Biopharmaceuticals		Exemplar		Total
Revenues from external customers	$	84	$	5,429	$	5,513
Intersegment revenues	1,446		—		1,446
Total segment revenues	$	1,530	$	5,429	$	6,959

The table below reconciles total segment revenues from reportable segments to total consolidated revenues:


	Three Months Ended March 31,
	2023		2022
Total segment revenues from reportable segments	$	1,851	$	6,959

Elimination of intersegment revenues	—		(1,446)
Total consolidated revenues	$	1,851	$	5,513

For the three months ended March 31, 2023 and 2022, 35.0% and 75.5%, respectively, of total consolidated revenue was attributable to one customer in the Exemplar segment.

As of March 31, 2023 and December 31, 2022, the Company had $2,368 and $2,591, respectively, of long-lived assets in foreign countries. The Company recognized revenues derived in foreign countries totaling $0 and $84 for the three months ended March 31, 2023 and 2022, respectively

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Consolidation

The accompanying condensed consolidated financial statements reflect the operations of Precigen and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Research and Development

Cash and Cash Equivalents

Cash and Cash EquivalentsAll highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Cash balances at a limited number of banks may periodically exceed insurable amounts. The Company believes that it mitigates its risk by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuer.

Restricted Cash

This cash is restricted for the permitted purposes related to our Convertible Notes, including the resolution of such notes.

Short-term and Long-Term Investments

Fair Value of Financial Instruments


Level 1:			Quoted prices in active markets for identical assets and liabilities;

Level 2:			Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3:			Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available.

Net Loss Per Share

Net Loss per Share

Segment Information

Segment InformationThe Company's chief operating decision maker ("CODM") regularly reviews disaggregated financial information for various operating segments. The financial information regularly reviewed by the CODM consists of (i) Biopharmaceuticals and (ii) Exemplar, each an operating segment which were also determined to be reportable segments. The Biopharmaceuticals reportable segment is primarily comprised of the Company's legal entities of Precigen and ActoBio. See Note 1 for a description of Precigen, ActoBio and Exemplar. Prior to January 1, 2023, corporate expenses were not allocated to the segments and were managed at a consolidated level. Corporate expenses, include costs associated with general and administrative functions, including the Company's finance, accounting, legal, human resources, information technology, corporate communication, and investor relations functions. Corporate expenses exclude interest expense, depreciation and amortization, gain or loss on disposals of assets, stock-based compensation expense, loss on settlement agreement, and equity in net loss of affiliates and include unrealized and realized gains and losses on the Company's securities portfolio as well as dividend income.

Use of Estimates

date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Recently Issued and Adopted Accounting Pronouncements

Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

There are no accounting standards which have not yet been adopted that are expected to have a significant impact on our financial statements and related disclosures.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share

March 31, 2023 and 2022, have been excluded from the above computations of diluted weighted average shares outstanding for the three months then ended as they would have been anti-dilutive:


	March 31,
	2023	2022

Options	16,945,209	16,034,553
Restricted stock units	1,877,308	1,185,205
Warrants	—	121,888
Total	18,822,517	17,341,646

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The following table presents the financial results of discontinued operations related to Trans Ova for the three months ended March 31, 2022:




Product revenues	$	8,232
Service revenues	18,276
Total revenues	26,508
Cost of products and services	15,405

Research and development	959
Selling, general and administrative	5,887
Total operating expenses	22,251
Operating income	4,257
Other income, net	390



Income from discontinued operations	$	4,647




Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization	$	1,374
(Gain) Loss on disposal of assets	125




Stock-based compensation expense	38

Provision for credit losses	334
Cash flows from investing activities
Purchases of property, plant and equipment	(1,083)
Proceeds from sale of assets	147
Cash flows from financing activities
Payments of long-term debt	(112)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Collaboration and Licensing Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Deferred Revenue

Deferred revenue consisted of the following:


	March 31, 2023		December 31, 2022
Collaboration and licensing agreements	$	1,818	$	1,818
Prepaid product and service revenues	15		15
Other	—		10
Total	$	1,833	$	1,843
Current portion of deferred revenue	$	15	$	25
Long-term portion of deferred revenue	1,818		1,818
Total	$	1,833	$	1,843

Summary of Deferred Revenue by Collaborator

Short-term and Long-term Investments (Tables)

3 Months Ended

Mar. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Summary of Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Short-term and Long-term Investments

The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of March 31, 2023:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value
U.S. government debt securities	$	96,820	$	—	$	(498)	$	96,322
U.S. agency securities	992		—		—		992
Certificates of deposit	4,497		—		—		4,497
Total	$	102,309	$	—	$	(498)	$	101,811

The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2022:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value
U.S. government debt securities	$	51,755	$	—	$	(760)	$	50,995
Certificates of deposit	97		—		—		97
Total	$	51,852	$	—	$	(760)	$	51,092

Contractual Obligation, Fiscal Year Maturity

The estimated fair value of available-for-sale investments classified by their contractual maturities as of March 31, 2023 was:


Due within one year	$	94,351
After one year through two years	7,460
Total	$	101,811

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Summary of Placement in the Fair Value Hierarchy of Financial Assets that are Measured at Fair Value on a Recurring Basis

The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of March 31, 2023:


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		March 31, 2023
Assets
U.S. government debt securities	$	—	$	96,322	$	—	$	96,322
U.S. agency securities			992				992
Certificates of deposit	—		4,497		—		4,497
Total	$	—	$	101,811	$	—	$	101,811

The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of December 31, 2022:


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2022
Assets
U.S. government debt securities	$	—	$	50,995	$	—	$	50,995
Certificates of deposit	—		97		—		97
Total	$	—	$	51,092	$	—	$	51,092

Property, Plant and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment consist of the following:


	March 31, 2023		December 31, 2022
Land and land improvements	$	164	$	164
Buildings and building improvements	2,592		2,592
Furniture and fixtures	507		457
Equipment	18,428		18,006
Leasehold improvements	4,325		4,333
Breeding stock	128		123
Computer hardware and software	4,607		4,562
Construction and other assets in progress	151		531
	30,902		30,768
Less: Accumulated depreciation and amortization	(23,994)		(23,439)
Property, plant and equipment, net	$	6,908	$	7,329

Goodwill and Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2023 were as follows:


Balance at December 31, 2022	$	36,923

Foreign currency translation adjustments	43
Balance at March 31, 2023	$	36,966

Schedule of Intangible Assets

Intangible assets consist of the following as of March 31, 2023:


	Gross Carrying Amount		Accumulated Amortization		Net
Patents, developed technologies and know-how	$	81,553	$	(37,705)	$	43,848
Customer relationships	1,600		(1,600)		—
Trademarks	200		(200)		—
Total	$	83,353	$	(39,505)	$	43,848

Intangible assets consist of the following as of December 31, 2022:


	Gross Carrying Amount		Accumulated Amortization		Net
Patents, developed technologies and know-how	$	80,892	$	(36,437)	$	44,455
Customer relationships	1,600		(1,600)		—
Trademarks	200		(200)		—
Total	$	82,692	$	(38,237)	$	44,455

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Lines of Credit and Short-Term Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Components of Interest Expense

The components of interest expense related to the Convertible Notes were as follows:


	Three Months Ended March 31,
	2023		2022
Cash interest expense	$	289	$	1,750
Non-cash interest expense	34		284
Total interest expense	$	323	$	2,034

Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Components of Accumulated Other Comprehensive Income

The components of accumulated other comprehensive loss are as follows:


	March 31, 2023		December 31, 2022
Unrealized loss on investments	$	(498)	$	(760)
Loss on foreign currency translation adjustments	(2,201)		(2,728)
Total accumulated other comprehensive loss	$	(2,699)	$	(3,488)

Share-Based Payments (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Costs

Stock-based compensation costs included in the condensed consolidated statements of operations are presented below:


	Three Months Ended March 31,
	2023		2022
Cost of products	$	7	$	8
Cost of services	6		25
Research and development	509		545
Selling, general and administrative	2,609		2,946
Discontinued operations	—		38
Total	$	3,131	$	3,562

Schedule of Stock Option Activity

Stock option activity was as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2022	15,201,276	$	10.41	6.87
Granted	1,834,069	1.11

Exercised	—	—
Forfeited	(69,375)	5.29
Expired	(20,761)	19.15
Balances at March 31, 2023	16,945,209	9.41		6.90
Exercisable at March 31, 2023	11,559,913	11.40		6.29

Schedule of Restricted Stock Unit Activity

RSU activity was as follows:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2022	697,815	$	2.66	0.13
Granted	4,083,777	1.01
Vested	(2,904,284)	1.70
Forfeited	—	—
Balances at March 31, 2023	1,877,308	1.07		0.68

Operating Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Components of Lease Costs

The components of lease costs were as follows:


	Three Months Ended March 31,
	2023		2022
Operating lease costs	$	615	$	627
Short-term lease costs	20		53
Variable lease costs	120		103
Lease costs	$	755	$	783

Other information related to operating leases in continuing operations was as follows:


	March 31, 2023		December 31, 2022
Weighted average remaining lease term (years)	5.96		6.09
Weighted average discount rate	11.05	%	11.05	%


	Three Months Ended March 31,
	2023		2022
Supplemental disclosure of cash flow information
Cash paid for operating lease liabilities	$	463	$	639
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases)	26		—

Maturities of Lease Liabilities

As of March 31, 2023, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows:


2023	$	1,596
2024	1,844
2025	1,817
2026	1,474
2027	1,228
2028	1,260
Thereafter	1,847
Total	11,066
Present value adjustment	(3,199)
Total	$	7,867
Current portion of operating lease liabilities	$	1,244
Long-term portion of operating lease liabilities	6,623
Total	$	7,867

Segments (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Information by Reportable Segment

Segment Adjusted EBITDA by reportable segment was as follows:


	Three Months Ended March 31,
	2023		2022
Biopharmaceuticals	$	(20,764)	$	(20,839)
Exemplar	121		3,558

Segment Adjusted EBITDA for reportable segments	$	(20,643)	$	(17,281)

Revenues by reportable segment were as follows:


	Three Months Ended March 31, 2023
	Biopharmaceuticals		Exemplar		Total
Revenues from external customers	$	—	$	1,851	$	1,851
Intersegment revenues	—		—		—
Total segment revenues	$	—	$	1,851	$	1,851


	Three Months Ended March 31, 2022
	Biopharmaceuticals		Exemplar		Total
Revenues from external customers	$	84	$	5,429	$	5,513
Intersegment revenues	1,446		—		1,446
Total segment revenues	$	1,530	$	5,429	$	6,959

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

The table below reconciles Segment Adjusted EBITDA for reportable segments to consolidated net loss from continuing operations before income taxes:


	Three Months Ended March 31,
	2023		2022
Segment Adjusted EBITDA for reportable segments	$	(20,643)	$	(17,281)

Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates	154		496
Add recognition of previously deferred revenue associated with upfront and milestone payments	—		1,446
Other expenses:
Interest expense	(324)		(2,038)
Depreciation and amortization	(1,711)		(1,918)
Loss on disposals of assets	—		—
Impairment losses	—		(482)

Stock-based compensation expense	(3,132)		(3,524)
Adjustment related to accrued bonuses paid in equity awards	3,360		1,698
Equity in net loss of affiliates	—		(1)
Other	—		—
Shares issue for payment of services	(545)		(576)
Corporate noncash items	52		(265)
Unallocated corporate costs	—		—
Eliminations	—		(1,511)
Consolidated net loss from continuing operations before income taxes	$	(22,789)	$	(23,956)

Reconciliation of Revenue from Segments to Consolidated

The table below reconciles total segment revenues from reportable segments to total consolidated revenues:


	Three Months Ended March 31,
	2023		2022
Total segment revenues from reportable segments	$	1,851	$	6,959

Elimination of intersegment revenues	—		(1,446)
Total consolidated revenues	$	1,851	$	5,513

Summary of Significant Accounting Policies - Liquidity - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Net income (loss) attributable to parent	$ (22,734)	$ (19,251)
Accumulated deficit	$ 1,891,301		$ 1,868,567

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Summary of Significant Accounting Policies - Research and Development - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Research and development commitments not yet incurred	$ 18,153	$ 19,909

Summary of Significant Accounting Policies - Cash and Cash Equivalents and Restricted Cash - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Highly liquid investment maximum maturity period	3 months
Money market funds, at carrying value	$ 5,626	$ 3

Summary of Significant Accounting Policies - Net Loss Per Share - Additional Information (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jul. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	18,822,517	17,341,646
3.5% Convertible Notes Due 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Conversion price (in usd per share)	$ 17.05		$ 17.05
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	16,945,209	16,034,553
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,877,308	1,185,205
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	121,888
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	812,178	11,732,440

Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements - Additional Information (Details) - Cumulative effect of adoption of ASU 2020-06 - Accounting Standards Update 2020-06 Retrospective - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Long-term debt, net of current portion		$ 18,196
Non-cash interest expense	$ 11,800
Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity, including portion attributable to noncontrolling interest		36,868
Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity, including portion attributable to noncontrolling interest		$ 18,672

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Discontinued Operations - Narrative (Details) - USD ($)		3 Months Ended
Discontinued Operations - Narrative (Details) - USD ($)	Aug. 18, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of discontinued operations, net of cash sold	$ 162,306,000
Restricted cash		$ 13,800,000	$ 43,339,000	$ 13,800,000
Trans Ova \| Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal group, including discontinued operation, ownership interest disposed of	100.00%
Consideration	$ 170,000,000
Disposal group, including discontinued operation, earn-out payments, range of outcomes, value high	10,000,000
Proceeds from sale of discontinued operations, net of cash sold		936,000
Restricted cash		13,800,000
Trans Ova \| Discontinued Operations, Held-for-sale \| Maximum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal group, including discontinued operation, earn-out payments	$ 5,000,000
Disposal group, including discontinued operation, reimbursement limit		$ 5,750,000

Discontinued Operations - Summary of Financial Results for Trans Ova (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations, net of income taxes	$ 0	$ 4,647
Trans Ova \| Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenues	26,508
Cost of products and services	15,405
Research and development	959
Selling, general and administrative	5,887
Total operating expenses	22,251
Operating income	4,257
Other income, net	390
Income from discontinued operations, net of income taxes	4,647
Trans Ova \| Discontinued Operations, Held-for-sale \| Product revenues
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenues	8,232
Trans Ova \| Discontinued Operations, Held-for-sale \| Service revenues
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenues	$ 18,276

Discontinued Operations - Summary of Significant Non-Cash Items, Investments and Purchases of Property, Plant and Equipment on Cash Flows - Trans Ova (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	$ 1,711	$ 3,292
(Gain) Loss on disposal of assets	0	125
Stock-based compensation expense	3,131	3,562
Provision for credit losses	0	334
Cash flows from investing activities
Purchases of property, plant and equipment	(154)	(1,579)
Cash flows from financing activities
Payments of long-term debt	(29,270)	$ (164)
Trans Ova \| Discontinued Operations, Held-for-sale
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	1,374
(Gain) Loss on disposal of assets	125
Stock-based compensation expense	38
Provision for credit losses	334
Cash flows from investing activities
Purchases of property, plant and equipment	147
Purchases of property, plant and equipment	(1,083)
Cash flows from financing activities
Payments of long-term debt	$ (112)

Collaboration and Licensing Revenue - Narrative (Details) $ in Millions	12000 Months Ended
	Apr. 03, 3023 USD ($)
Amended Licensing Agreement Between Alaunos and Precigen 2023 \| Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License Agreement, Annual Fee	$ 0.1

Collaboration and Licensing Revenue - Summary of Deferred Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Contract With Customer, Asset And Liability [Line Items]
Long-term portion of deferred revenue	$ 1,818	$ 1,818
Deferred revenue	1,833	1,843
Current portion of deferred revenue	15	25
Collaboration and licensing agreements
Contract With Customer, Asset And Liability [Line Items]
Deferred revenue	1,818	1,818
Prepaid product and service revenues
Contract With Customer, Asset And Liability [Line Items]
Deferred revenue	15	15
Other
Contract With Customer, Asset And Liability [Line Items]
Deferred revenue	$ 0	$ 10

Short-term and Long-term Investments - Summary of Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Short-term and Long-term Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 102,309	$ 51,852
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(498)	(760)
Aggregate Fair Value	101,811	51,092
U.S. government debt securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	96,820	51,755
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(498)	(760)
Aggregate Fair Value	96,322	50,995
U.S. agency securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	992
Gross Unrealized Gains	0
Gross Unrealized Losses	0
Aggregate Fair Value	992
Certificates of deposit
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	4,497	97
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Aggregate Fair Value	$ 4,497	$ 97

Short-term and Long-term Investments - Contractual Obligation, Fiscal Year Maturity (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Investments, Debt and Equity Securities [Abstract]
Due within one year	$ 94,351
After one year through two years	7,460
Total	$ 101,811

Fair Value Measurements - Additional Information (Details) - 3.5% Convertible Notes Due 2023 - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Jul. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of convertible debt	$ 14,000	$ 43,000
Carrying value of convertible debt	$ 13,819	$ 43,219	$ 143,723

Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Land and land improvements	$ 164	$ 164
Buildings and building improvements	2,592	2,592
Furniture and fixtures	507	457
Equipment	18,428	18,006
Leasehold improvements	4,325	4,333
Breeding stock	128	123
Computer hardware and software	4,607	4,562
Construction and other assets in progress	151	531
Property, plant and equipment, gross	30,902	30,768
Less: Accumulated depreciation and amortization	(23,994)	(23,439)
Property, plant and equipment, net	$ 6,908	$ 7,329

Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 506	$ 653

Goodwill and Intangible Assets, Net - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill
Beginning balance	$ 36,923
Foreign currency translation adjustments	43
Ending balance	$ 36,966

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and Intangible Assets, Net - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) reporting_unit	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting Information [Line Items]
Impairment of goodwill	$ 0	$ 482
Number of reporting units impaired \| reporting_unit	1
Goodwill accumulated impairment losses	$ 14,483		$ 14,483
Amortization expense	$ 1,205	$ 1,265

Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 83,353	$ 82,692
Accumulated Amortization	(39,505)	(38,237)
Net	43,848	44,455
Patents, developed technologies and know-how
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	81,553	80,892
Accumulated Amortization	(37,705)	(36,437)
Net	43,848	44,455
Customer relationships
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	1,600	1,600
Accumulated Amortization	(1,600)	(1,600)
Net	0	0
Trademarks
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	200	200
Accumulated Amortization	(200)	(200)
Net	$ 0	$ 0

Lines of Credit and Short-Term Debt - Additional Information (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Current portion of long-term debt	$ 13,819,000	$ 43,219,000
Revolving Line of Credit \| Exemplar Genetics, LLC
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 2,500,000
Debt instrument, interest rate, stated percentage	7.00%
Line of credit facility, outstanding balance	$ 0	$ 0

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Lines of Credit and Long-Term Debt - Convertible - Additional Information (Details)	1 Months Ended	3 Months Ended		12 Months Ended
	Jul. 31, 2018 USD ($) day $ / shares	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Aug. 18, 2022 USD ($)	Jan. 01, 2022 USD ($)
Debt Instrument [Line Items]
Deferred income taxes		$ (55,000)	$ (58,000)
Restricted cash					$ 200,000,000
Gain on debt retirement		106,000	0
Restricted cash		13,800,000	$ 13,800,000	$ 43,339,000
Accrued interest		127,000
Discontinued Operations, Held-for-sale \| Trans Ova
Debt Instrument [Line Items]
Restricted cash		13,800,000
Convertible debt
Debt Instrument [Line Items]
Extinguishment of debt, amount		29,495,000		156,660,000
Gain on debt retirement		54,000
Cumulative effect of adoption of ASU 2020-06 \| Accounting Standards Update 2020-06 Retrospective
Debt Instrument [Line Items]
Long-term debt, net of current portion						$ 18,196,000
Cumulative effect of adoption of ASU 2020-06 \| Accounting Standards Update 2020-06 Retrospective \| Additional Paid-in Capital
Debt Instrument [Line Items]
Stockholders' equity, including portion attributable to noncontrolling interest						36,868,000
Cumulative effect of adoption of ASU 2020-06 \| Accounting Standards Update 2020-06 Retrospective \| Accumulated Deficit
Debt Instrument [Line Items]
Stockholders' equity, including portion attributable to noncontrolling interest						$ 18,672,000
3.5% Convertible Notes Due 2023
Debt Instrument [Line Items]
Aggregate principal amount	$ 200,000,000	$ 13,845,000
Proceeds from long-term debt, net of issuance costs	193,958,000
Debt issuance costs	$ 6,042,000
Debt instrument, interest rate, stated percentage	3.50%
Conversion rate	58.6622
Principal amount used in conversion	$ 1,000
Conversion price (in usd per share) \| $ / shares	$ 17.05	$ 17.05
Debt instrument redemption price, percentage	100.00%
Carrying value of convertible debt	$ 143,723,000	$ 13,819,000		$ 43,219,000
Equity component of convertible debt, net of issuance costs and deferred taxes	50,235,000
Deferred income taxes	$ 13,367,000
Effective interest rate on convertible notes		425.00%
Convertible notes, unamortized discount and issuance costs		$ 26,000
3.5% Convertible Notes Due 2023 \| Minimum
Debt Instrument [Line Items]
Common stock price trading days \| day	20
Common stock price consecutive trading days \| day	30
Percentage of common share price over conversion price for conversion	130.00%
3.5% Convertible Notes Due 2023 \| Maximum
Debt Instrument [Line Items]
Common stock price trading days \| day	5
Common stock price consecutive trading days \| day	5
Debt instrument redemption price, percentage	98.00%

Lines of Credit and Short-Term Debt - Schedule of Components of Interest Expense (Details) - 3.5% Convertible Notes Due 2023 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Debt Instrument [Line Items]
Cash interest expense	$ 289	$ 1,750
Non-cash interest expense	34	284
Total interest expense	$ 323	$ 2,034

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax benefit	$ 55	$ 58

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Shareholders' Equity - Issuances of Precigen Common Stock (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2023	Mar. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued (in shares)	43,962,640
Shares issued during the period, value	$ 72,782	$ 72,782
Related Parties, Aggregated
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued (in shares)	11,517,712

Shareholders' Equity - Share Lending and At-the-Market Sales Agreements (Details) - USD ($)		1 Months Ended
	Aug. 09, 2022	Jul. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Borrowed shares, number issued (in shares)		7,479,431
Share lending agreement, length of time for shares to be returned upon termination		5 days
Borrowed shares, public offering price per share (in usd per share)		$ 13.37
Maximum
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, consideration received on transaction (in shares)	$ 100,000,000

Shareholders' Equity - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Precigen shareholders' equity	$ 184,133	$ 126,259	$ 73,836	$ 107,348
Total accumulated other comprehensive loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Precigen shareholders' equity	(2,699)	(3,488)	$ (1,699)	$ 203
Unrealized loss on investments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Precigen shareholders' equity	(498)	(760)
Loss on foreign currency translation adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Precigen shareholders' equity	$ (2,201)	$ (2,728)

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Share-Based Payments - Schedule of Stock-Based Compensation Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation costs	$ 3,131	$ 3,562
Cost of products
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation costs	7	8
Cost of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation costs	6	25
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation costs	509	545
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation costs	2,609	2,946
Discontinued operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation costs	$ 0	$ 38

Share-Based Payments - Additional Information (Details) - shares	1 Months Ended
	Apr. 30, 2023	Mar. 31, 2023
Precigen Stock Option Plan 2008 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining shares available to grant (in shares)		0
Options outstanding (in shares)		14,843
Precigen Stock Option Plan 2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining shares available to grant (in shares)		1,014,952
Options outstanding (in shares)		3,158,007
Number of shares authorized for issuance (in shares)		13,772,359
RSUs outstanding (in shares)		862,356
Precigen Stock Option Plan 2013 Plan \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	5,600,000
Precigen Stock Option Plan 2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining shares available to grant (in shares)		4,502,466
Options outstanding (in shares)		9,396,501
Number of shares authorized for issuance (in shares)		37,000,000
RSUs outstanding (in shares)		12,000,000

Share-Based Payments - Schedule of Stock Option Activity (Details) - Precigen Stock Option Plans - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Shares
Balances at beginning of period (in shares)	15,201,276
Granted (in shares)	1,834,069
Exercised (in shares)	0
Forfeited (in shares)	(69,375)
Expired (in shares)	(20,761)
Balances at end of period (in shares)	16,945,209	15,201,276
Exercisable at end of period (in shares)	11,559,913
Weighted Average Exercise Price
Balances at beginning of period (in usd per share)	$ 10.41
Granted (in usd per share)	1.11
Exercised (in usd per share)	0
Forfeited (in usd per share)	5.29
Expired (in usd per share)	19.15
Balances at period end (in usd per share)	9.41	$ 10.41
Exercisable, weighted average exercise price, at end of period (in usd per share)	$ 11.40
Weighted Average Remaining Contractual Term (Years)
Balances, weighted average remaining contractual period	6 years 10 months 24 days	6 years 10 months 13 days
Exercisable at period end, weighted average remaining contractual period	6 years 3 months 14 days

Share-Based Payments - Schedule of Restricted Stock Unit Activity (Details) - Precigen Stock Option Plans - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Restricted Stock Units
Balances at beginning of period (in shares)	697,815
Granted (in shares)	4,083,777
Vested (in shares)	(2,904,284)
Forfeited (in shares)	0
Balances at end of period (in shares)	1,877,308	697,815
Weighted Average Grant Date Fair Value
Balances at beginning of period (in usd per share)	$ 2.66
Granted (in usd per share)	1.01
Vested (in usd per share)	1.70
Forfeited	0
Balances at end of period (in usd per share)	$ 1.07	$ 2.66
Additional Information
Weighted Average Remaining Contractual Term (Years)	8 months 4 days	1 month 17 days

Operating Leases - Additional Information (Details)	3 Months Ended
Operating Leases - Additional Information (Details)	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Termination period	1 year
Minimum
Lessee, Lease, Description [Line Items]
Term of contract	1 year
Maximum
Lessee, Lease, Description [Line Items]
Term of contract	9 years

Operating Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating lease costs	$ 615	$ 627
Short-term lease costs	20	53
Variable lease costs	120	103
Lease costs	$ 755	$ 783

Operating Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2023	$ 1,596
2024	1,844
2025	1,817
2026	1,474
2027	1,228
2028	1,260
Thereafter	1,847
Total	11,066
Present value adjustment	(3,199)
Total	7,867
Current portion of lease liabilities	1,244	$ 1,209
Long-term portion of operating lease liabilities	$ 6,623	$ 6,992

Operating Leases - Lease Terms and Discount Rates (Details)	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term (years)	5 years 11 months 15 days	6 years 1 month 2 days
Weighted average discount rate	11.05%	11.05%

Operating Leases - Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Supplemental disclosure of cash flow information
Cash paid for operating lease liabilities	$ 463	$ 639
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases)	$ 26	$ 0

Commitments and Contingencies - Contingencies - Additional Information (Details) - Precigen Securities Litigation - USD ($) $ in Thousands	Nov. 17, 2022	Mar. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Loss contingency, damages awarded, value	$ 13,000
Loss contingency, accrual, current		$ 13,000	$ 13,000
Insurance settlements receivable		$ 12,525	$ 12,411

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Third Security, LLC
Related Party Transaction [Line Items]
Expense for services	$ 0	$ 26
Third Security, LLC \| Executive Chairman
Related Party Transaction [Line Items]
Ownership interest	100.00%

Segments - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Segment Adjusted EBITDA for reportable segments	$ (20,643)	$ (17,281)
Total revenues	1,851	5,513
Operating segments
Segment Reporting Information [Line Items]
Total revenues		5,513
Revenues		6,959
Intersegment revenues
Segment Reporting Information [Line Items]
Revenues		1,446
Biopharmaceuticals
Segment Reporting Information [Line Items]
Segment Adjusted EBITDA for reportable segments	(20,764)	(20,839)
Biopharmaceuticals \| Operating segments
Segment Reporting Information [Line Items]
Total revenues	0	84
Revenues	0	1,530
Biopharmaceuticals \| Intersegment revenues
Segment Reporting Information [Line Items]
Revenues	0	1,446
Exemplar
Segment Reporting Information [Line Items]
Segment Adjusted EBITDA for reportable segments	121	3,558
Exemplar \| Operating segments
Segment Reporting Information [Line Items]
Total revenues	1,851	5,429
Revenues	1,851	5,429
Exemplar \| Intersegment revenues
Segment Reporting Information [Line Items]
Revenues	$ 0	$ 0

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
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+ Details

Segments - Reconciliation of Net Loss Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Segment Adjusted EBITDA for reportable segments	$ (20,643)	$ (17,281)
Other expenses:
Depreciation and amortization	(1,711)	(3,292)
Loss on disposals of assets	0	(125)
Stock-based compensation expense	(3,131)	(3,562)
Equity in net loss of affiliates	0	(1)
Shares issued as payment for services	(545)	(576)
Corporate noncash items	52	(265)
Consolidated net loss from continuing operations before income taxes	(22,789)	(23,956)
Operating segments
Segment Reporting Information [Line Items]
Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates	154	496
Operating segments \| Add recognition of previously deferred revenue associated with upfront and milestone payments
Segment Reporting Information [Line Items]
Add recognition of previously deferred revenue associated with upfront and milestone payments	0	1,446
Corporate And Reconciling Items
Other expenses:
Interest expense	(324)	(2,038)
Depreciation and amortization	(1,711)	(1,918)
Loss on disposals of assets	0	0
Impairment losses	0	(482)
Stock-based compensation expense	(3,132)	(3,524)
Adjustment related to accrued bonuses paid in equity awards	3,360	1,698
Equity in net loss of affiliates	0	(1)
Other	0	0
Shares issued as payment for services	(545)	(576)
Unallocated corporate costs
Other expenses:
Consolidated net loss from continuing operations before income taxes	0	0
Eliminations
Other expenses:
Consolidated net loss from continuing operations before income taxes	0	(1,511)
Segment Adjusted EBITDA for reportable segments
Segment Reporting Information [Line Items]
Segment Adjusted EBITDA for reportable segments	$ (20,643)	$ (17,281)

Segments - Revenues by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Revenues from external customers	$ 1,851	$ 5,513
Total segment revenues from reportable segments
Segment Reporting Information [Line Items]
Revenues	1,851	6,959
Operating segments
Segment Reporting Information [Line Items]
Revenues from external customers		5,513
Revenues		6,959
Operating segments \| Biopharmaceuticals
Segment Reporting Information [Line Items]
Revenues from external customers	0	84
Revenues	0	1,530
Operating segments \| Exemplar
Segment Reporting Information [Line Items]
Revenues from external customers	1,851	5,429
Revenues	1,851	5,429
Operating segments \| Trans Ova
Segment Reporting Information [Line Items]
Revenues from external customers	1,851
Revenues	1,851
Intersegment revenues
Segment Reporting Information [Line Items]
Revenues		1,446
Intersegment revenues \| Biopharmaceuticals
Segment Reporting Information [Line Items]
Revenues	0	1,446
Intersegment revenues \| Exemplar
Segment Reporting Information [Line Items]
Revenues	0	0
Intersegment revenues \| Trans Ova
Segment Reporting Information [Line Items]
Revenues	0
Elimination of intersegment revenues
Segment Reporting Information [Line Items]
Revenues	$ 0	$ (1,446)

Segments - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Exemplar
Segment Reporting Information [Line Items]
Percentage of revenue attributable to customer	35.00%	75.50%
Non-US
Segment Reporting Information [Line Items]
Long-lived assets	$ 2,368		$ 2,591
Revenues	$ 0	$ 84

- Definition

+ References

+ Details

Label	Element	Value
Restricted Cash and Cash Equivalents, Noncurrent	us-gaap_RestrictedCashAndCashEquivalentsNoncurrent	$ 399,000
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2020-06 [Member]

- Definition

Indicates amendment to accounting standards.

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+ Details

Fair Value Measurements - Summary of Placement in the Fair Value Hierarchy of Financial Assets that are Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Fair value of financial assets measured at fair value on a recurring basis	$ 101,811	$ 51,092
Quoted Prices in Active Markets (Level 1)
Assets
Fair value of financial assets measured at fair value on a recurring basis	0	0
Significant Other Observable Inputs (Level 2)
Assets
Fair value of financial assets measured at fair value on a recurring basis	101,811	51,092
Significant Unobservable Inputs (Level 3)
Assets
Fair value of financial assets measured at fair value on a recurring basis	0	0
U.S. government debt securities
Assets
Fair value of financial assets measured at fair value on a recurring basis	96,322	50,995
U.S. government debt securities \| Quoted Prices in Active Markets (Level 1)
Assets
Fair value of financial assets measured at fair value on a recurring basis	0	0
U.S. government debt securities \| Significant Other Observable Inputs (Level 2)
Assets
Fair value of financial assets measured at fair value on a recurring basis	96,322	50,995
U.S. government debt securities \| Significant Unobservable Inputs (Level 3)
Assets
Fair value of financial assets measured at fair value on a recurring basis	0	0
U.S. agency securities
Assets
Fair value of financial assets measured at fair value on a recurring basis	992
U.S. agency securities \| Quoted Prices in Active Markets (Level 1)
Assets
Fair value of financial assets measured at fair value on a recurring basis
U.S. agency securities \| Significant Other Observable Inputs (Level 2)
Assets
Fair value of financial assets measured at fair value on a recurring basis	992
U.S. agency securities \| Significant Unobservable Inputs (Level 3)
Assets
Fair value of financial assets measured at fair value on a recurring basis
Certificates of deposit
Assets
Fair value of financial assets measured at fair value on a recurring basis	4,497	97
Certificates of deposit \| Quoted Prices in Active Markets (Level 1)
Assets
Fair value of financial assets measured at fair value on a recurring basis	0	0
Certificates of deposit \| Significant Other Observable Inputs (Level 2)
Assets
Fair value of financial assets measured at fair value on a recurring basis	4,497	97
Certificates of deposit \| Significant Unobservable Inputs (Level 3)
Assets
Fair value of financial assets measured at fair value on a recurring basis	$ 0	$ 0