Material Agreement Form 8 K

On August 7, 2024, Precigen, Inc. ("Precigen") entered into an underwriting agreement (the "Underwriting Agreement") with Stifel, Nicolaus & Company, Incorporated, as the representative of the several underwriters named therein (the "Underwriters"), in connection with the underwritten public offering (the "Offering") of 35,294,118 shares (the "Firm Shares") of Precigen common stock, no par value ("Common Stock"), at a price to the public of $0.85 per share. Pursuant to the Underwriting Agreement, Precigen granted to the Underwriters the option to purchase up to an additional 5,294,117 shares of Common Stock (together with the Firm Shares, the "Shares") for a period of 30 days from the date of the Underwriting Agreement.

Net proceeds to Precigen from the offering will be approximately $31.4 million after deducting the underwriting discount and other estimated offering expenses payable by Precigen, such proceeds including the sale of 4,584,821 shares of Common Stock exercised pursuant to the Underwriters' option to purchase additional shares.

The Offering was made pursuant to Precigen's shelf registration statement declared effective on January 17, 2024 (Registration No. 333-276337), as supplemented by the final prospectus supplement dated August 7, 2024.

The Underwriting Agreement includes certain customary representations, warranties, and covenants by Precigen, and it provides that Precigen will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriters may be required to make because of any of those liabilities. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

A copy of the legal opinion of Hogan Lovells US LLP, Virginia counsel to Precigen, relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.