aibioPrecigen draws $100.0 million at closing of Pharmakon senior secured term loan facility
Tickers PGEN
Precigen entered a five-year senior secured loan agreement with funds managed by Pharmakon Advisors. A $25.0 million delayed draw tranche is available until June 29, 2027, and the loans mature September 3, 2030.
Key facts
- Company
- Precigen, Inc. (NASDAQ: PGEN)
- News type
- Debt Financing
- Primary source
- PRECIGEN, INC. Form 8-K filed September 3, 2025 (SEC EDGAR)
Precigen, Inc. (Nasdaq: PGEN) entered into a loan agreement on September 3, 2025 for a senior secured term loan facility of up to $125.0 million. The lenders funded an initial tranche of $100.0 million on the closing date. A second, delayed draw tranche of $25.0 million is available, subject to certain conditions, until June 29, 2027. The company disclosed the financing in a Form 8-K filed September 3, 2025.
Lenders, agent and advisers
The lenders are BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership. BioPharma Credit PLC acts as collateral agent. The filing says each lender is an investment entity managed by Pharmakon Advisors, LP. Precigen and certain of its subsidiaries, as guarantors, signed the Loan Agreement, filed as Exhibit 10.1 to the 8-K. The press release names Evercore as financial advisor and Davis Polk & Wardwell LLP as legal advisor to Precigen. Akin Gump Strauss Hauer & Feld LLP advised Pharmakon Advisors, LP. The filings name no placement agent or underwriter for the loan.
Cost, repayment and collateral
The term loans mature on September 3, 2030. They bear interest at Term SOFR (three-month tenor), subject to a 3.75% floor, plus 6.50%, payable quarterly. Term SOFR moves with the market, so the floor sets the lowest base rate the loan can carry. Principal amortizes in eight equal quarterly installments beginning on September 29, 2028.
Precigen may prepay the loans in whole but not in part. Prepayment is subject to make-whole, prepayment premium and exit fees, and the loans must be prepaid on a Change in Control as the Loan Agreement defines it. Precigen's obligations are secured by substantially all of its U.S. assets, including intellectual property, and certain subsidiaries must guarantee the debt and pledge substantially all of their assets.
Covenants and default
The Loan Agreement limits additional debt, liens, dividends and other restricted payments, investments, asset transfers, mergers, and amendments to organizational documents and material contracts, each subject to exceptions. The restrictive covenants also include minimum net sales and minimum liquidity. The events of default include failure to pay principal or interest, breach of covenants, a material adverse change or a withdrawal event, certain bankruptcy or insolvency events, cross-defaults and unpaid judgments. After a default, the lenders may accelerate the obligations, end further advances and sell the collateral. For certain insolvency or bankruptcy events, all outstanding obligations accelerate immediately.
What the company says
In the press release furnished with the filing, Precigen calls the deal non-dilutive financing. President and Chief Executive Officer Helen Sabzevari, PhD, said: "I am pleased to announce this non-dilutive financing with Pharmakon, a respected leader in strategic life sciences funding." She said the money supports commercialization of PAPZIMEOS in the United States, expansion into international markets and pediatric and other HPV-related indications. Chief Financial Officer Harry Thomasian, Jr. said the stronger balance sheet gives the company flexibility to commercialize PAPZIMEOS.
Non-dilutive does not mean risk-free. The loan adds secured debt with fixed covenants and a repayment schedule that starts in 2028, ahead of which the company must meet the minimum net sales and minimum liquidity tests.
Losses and going concern
Precigen's 10-K, filed March 19, 2025, reports a net loss of $126.2 million for 2024, against $95.9 million for 2023. It says the company had cash, cash equivalents and short-term investments of $97.9 million at December 31, 2024. Based on that balance and its forecast of negative operating and capital cash flows, the company's financial statements say there is substantial doubt about the company's ability to continue as a going concern within one year after the statements were issued.
The 10-K describes Precigen as a discovery and clinical-stage biopharmaceutical company working on gene and cell therapies in immuno-oncology, autoimmune disorders and infectious diseases. Its platforms include UltraCAR-T, AdenoVerse immunotherapy and ActoBiotics. The report says the company focused on its lead program, PRGN-2012, after a strategic prioritization of its pipeline announced in August 2024.
Signatories
Chief Legal Officer Donald P. Lehr signed the 8-K.