Sangamo Therapeutics Announces Pricing of $25.0 Million Underwritten Offering

Rhea-AI Summary

Sangamo Therapeutics (Nasdaq: SGMO) priced an underwritten offering to raise gross proceeds of approximately $25.0 million through the sale of 35,190,292 shares of common stock and pre-funded warrants to purchase 17,787,033 shares, together with accompanying warrants to purchase 52,977,325 shares.

Combined offering prices are $0.4719 per share plus warrant and $0.4619 per pre-funded warrant plus warrant. Accompanying warrants exercise at $0.4719, become exercisable six months after issuance and expire 5.5 years from issuance. Closing expected on or about February 4, 2026.

Positive

• Gross proceeds of $25.0 million expected
• Accompanying warrants extend potential capital on exercise
• Use of proceeds designated for working capital and general corporate purposes

Negative

• Potential dilution from 35,190,292 new shares and 52,977,325 accompanying warrants
• Reduced exercise price on 23,809,523 outstanding warrants to $0.4719, increasing dilution risk

Argus Feb 3 session

-31.33% close to close Open Argus

Details

News Market Reaction – SGMO

On Feb 3, the day this news came out, SGMO closed 31.33% below the previous close.

Data tracked by StockTitan Argus for the Feb 3 session.

Market Context

On Feb 3, the day this news came out, the stock closed 31.3% below the previous close. A negative re...

Analysis

On Feb 3, the day this news came out, the stock closed 31.3% below the previous close. A negative reaction despite previously rising 6.05% would fit the past pattern where the March 2024 equity raise led to a -27.55% move. The structure here adds common shares, pre-funded warrants, and long-dated warrants, plus a lower exercise price on existing warrants, all pointing to dilution concerns. With shares already far below the 52-week high, prior history suggests financings have been pressure points.

Key Figures

Gross proceeds: $25.0 million Common shares offered: 35,190,292 shares Pre-funded warrants: 17,787,033 warrants +5 more

Gross proceeds

$25.0 million

Expected gross proceeds from underwritten offering before fees

Common shares offered

35,190,292 shares

New common stock issued in underwritten offering

Pre-funded warrants

17,787,033 warrants

Pre-funded warrants to purchase common stock in offering

Accompanying warrants

52,977,325 warrants

Warrants to purchase common stock issued with each share/warrant

Common + warrant price

$0.4719

Combined offering price per share of common stock and accompanying warrant

Pre-funded + warrant price

$0.4619

Combined offering price per pre-funded warrant and accompanying warrant

Reset warrants affected

23,809,523 warrants

Outstanding warrants with exercise price cut from $1.00 to $0.4719

Warrant term

Five and a half years

Expiration from issuance date; exercisable six months after issuance

Previous Offering Reports

1 past event · Latest: Mar 22

Same Type 1 event

1. Mar 22

   Equity offering

   24h Move

   -27.6%

   Pricing of $24M registered direct equity financing viewed as dilutive.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten offering, pre-funded warrants, warrants, exercise price, +4 more

8 terms

underwritten offering financial

"today announced the pricing of an underwritten offering consisting of 35,190,292 shares"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

pre-funded warrants financial

"pre-funded warrants to purchase 17,787,033 shares of its common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"together with accompanying warrants to purchase 52,977,325 shares of its common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

exercise price financial

"The accompanying warrant has an exercise price of $0.4719 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

shelf registration statement regulatory

"A shelf registration statement on Form S-3 relating to the offering"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"A shelf registration statement on Form S-3 relating to the offering"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus relating to the offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

book-running managers financial

"Cantor and Wells Fargo Securities are acting as joint book-running managers"

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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RICHMOND, Calif., Feb. 03, 2026 (GLOBE NEWSWIRE) -- Sangamo Therapeutics, Inc. (Nasdaq: SGMO), a genomic medicine company, today announced the pricing of an underwritten offering consisting of 35,190,292 shares of its common stock and pre-funded warrants to purchase 17,787,033 shares of its common stock, together with accompanying warrants to purchase 52,977,325 shares of its common stock. The combined offering price of each share of common stock and accompanying warrant is $0.4719. The combined offering price of each pre-funded warrant and accompanying warrant is $0.4619. The common stock and pre-funded warrants are being sold in combination with an accompanying warrant to purchase one share of common stock issued for each share of common stock or pre-funded warrant sold. The accompanying warrant has an exercise price of $0.4719 per share, will become exercisable six months from the date of issuance and will expire five and a half years from the date of issuance. In addition, Sangamo agreed to reduce the exercise price on outstanding warrants to purchase 23,809,523 shares of common stock held by an investor from $1.00 to $0.4719 and extend the term of such warrants to five and a half years from the date of issuance of the securities in the offering, with such warrants to become exercisable six months from the date of issuance of the securities in the offering. All of the securities in the offering are to be sold by Sangamo. The offering is expected to close on or about February 4, 2026, subject to the satisfaction of customary closing conditions.

The gross proceeds to Sangamo from this underwritten offering, before deducting the underwriting discount and other estimated offering expenses, are expected to be approximately $25.0 million. Sangamo intends to use the net proceeds from the offering for working capital and general corporate purposes.

Cantor and Wells Fargo Securities are acting as joint book-running managers for the offering.

A shelf registration statement on Form S-3 relating to the offering of the securities described above was previously filed with the Securities and Exchange Commission (SEC) and subsequently declared effective by the SEC. The offering is being made solely by means of a prospectus. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. A copy of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained by investors for free from: Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59^th Street, 6th floor, New York, New York 10022 or by emailing at prospectus@cantor.com; Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street, 14th Floor, New York, New York 10001, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Sangamo Therapeutics

Sangamo Therapeutics is a genomic medicine company dedicated to translating ground-breaking science into medicines that transform the lives of patients and families afflicted with serious neurological diseases who do not have adequate or any treatment options. Sangamo believes that its zinc finger epigenetic regulators are ideally suited to potentially address devastating neurological disorders and that its capsid discovery platform can expand delivery beyond currently available intrathecal delivery capsids, including in the central nervous system. Sangamo’s pipeline also includes multiple partnered programs and programs with opportunities for partnership and investment.

Forward Looking Statements

This press release contains forward-looking statements regarding Sangamo's current expectations. These forward-looking statements include, without limitation, references to Sangamo's expectations regarding the completion of the offering and its anticipated use of net proceeds from the offering. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to completion of the offering on the anticipated terms or at all; the effects of macroeconomic factors or financial challenges, including as a result of the ongoing overseas conflict, tariffs and trade measures, inflation and rising interest rates, on the global business environment, healthcare systems and business and operations of Sangamo and its collaborators, including the initiation and operation of clinical trials; and the satisfaction of customary closing conditions related to the offering. These and other risks and uncertainties are described more fully in the section captioned "Risk Factors" in Sangamo's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 17, 2025 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025 filed with the SEC on May 12, 2025, August 7, 2025 and November 6, 2025, respectively, as well as the final prospectus supplement related to the offering to be filed with the SEC and other filings. Forward-looking statements contained in this announcement are made as of this date, and Sangamo undertakes no duty to update such information except as required under applicable law.

Sangamo Contact

Investor Relations & Media Inquiries
Louise Wilkie
ir@sangamo.com
media@sangamo.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sangamo Therapeutics (SGMO) announce about the February 2026 offering?

Sangamo priced an underwritten offering to raise about $25.0 million. According to the company, the offering includes 35,190,292 common shares, 17,787,033 pre-funded warrants, and accompanying warrants to purchase 52,977,325 shares.

How are the securities in the SGMO offering structured and priced?

Each share plus accompanying warrant is priced at $0.4719; each pre-funded warrant plus warrant is $0.4619. According to the company, every share or pre-funded warrant is sold with an accompanying warrant exercisable after six months.

When can the accompanying warrants in the SGMO offering be exercised and when do they expire?

The accompanying warrants become exercisable six months from issuance and expire five and a half years after issuance. According to the company, the exercise price for these warrants is $0.4719 per share.

What is the expected use of proceeds from Sangamo's (SGMO) $25.0 million offering?

Sangamo intends to use the net proceeds for working capital and general corporate purposes. According to the company, no more specific allocations were provided in the announcement.