On January 21, 2021, Precigen Inc. ("Precigen") reported that it entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (the "Underwriters"), in connection with the underwritten public offering of 15,000,000 shares (the "Firm Shares") of Precigen common stock, no par value ("Common Stock"), at a price to the public of $7.50 per share (Filing, 8-K, Precigen, JAN 21, 2021, View Source [SID1234574298]). Pursuant to the Underwriting Agreement, Precigen granted to the Underwriters option to purchase up to an additional 2,250,000 shares of Common Stock (together with the Firm Shares, the "Shares") for a period of 30 days from the date of the Underwriting Agreement. The Underwriters fully exercised the option in connection with the closing of the sale of the Firm Shares, which occurred on January 26, 2021.

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Net proceeds to Precigen from the offering were approximately $121.2 million after deducting the underwriting discount and other estimated offering expenses payable by Precigen.

The Shares were offered and sold pursuant to Precigen’s shelf registration statement declared effective on July 2, 2020 (Registration No. 333-239366), as supplemented by the final prospectus supplement filed with the Securities Exchange Commission on January 22, 2021.

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.