Sangamo adds asset purchase deals to prior report

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What does Sangamo Therapeutics’ 8-K amendment filed on June 18, 2026 do?

Does Sangamo’s 8-K/A change the substance of the earlier SGMO 8-K?

Which agreements are attached in Sangamo Therapeutics’ latest 8-K amendment?

Who are the counterparties to Sangamo’s new asset purchase agreements?

Where can investors find the detailed terms of Sangamo’s asset purchase agreements?

Sangamo Therapeutics, Inc. filed Amendment No. 1 to a previously submitted current report to add two asset purchase agreements as exhibits.

Accepted by SEC EDGAR 06/23/2026 - 04:42 PM EDT

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Form Type

8-K/A

Sangamo Therapeutics, Inc. filed Amendment No. 1 to a previously submitted current report to add two asset purchase agreements as exhibits. The amendment does not change any information previously disclosed in the original report covering Items 1.01, 1.03, 2.03 and 2.05.

The new exhibits are asset purchase agreements dated June 22, 2026, with counterparties including Eli Lilly and Company and Astellas Gene Therapies, Inc., along with certain Sangamo subsidiaries. The filing is administrative in nature and focused on completing the exhibit set.

5 items: 1.01, 1.03, 2.03, 2.05, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.03 Bankruptcy or Receivership Business

The company or a significant subsidiary has filed for bankruptcy or entered receivership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 2.05 Costs Associated with Exit or Disposal Activities Financial

The company committed to an exit plan involving layoffs, facility closures, or restructuring charges.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Amendment No. 1, Asset Purchase Agreement, emerging growth company, Current report

4 terms

Amendment No. 1 regulatory

"Sangamo Therapeutics, Inc. is filing this Amendment No. 1 to its"

Asset Purchase Agreement financial

"Asset Purchase Agreement, dated June 22, 2026, by and among"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Current report regulatory

"Interested parties should refer to the Original 8-K for Items 1.01, 1.03, 2.03 and 2.05."

A current report is a regulatory filing companies must submit quickly when a significant event—like a leadership change, major contract, financial restatement, or legal development—occurs. It gives investors an official, timely snapshot of news that could change a company’s outlook, similar to a breaking-news alert for a business; traders use it to reassess value and risk right away.

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

The amendment adds two asset purchase agreements as exhibits to a prior current report. It does not alter any information previously disclosed in Items 1.01, 1.03, 2.03 or 2.05 of the original report.

No, the amendment explicitly states it does not amend or change any information in the original report. It is filed solely to include exhibits 2.1 and 2.2 that were not previously attached.

The amendment files two asset purchase agreements dated June 22, 2026. One is among Sangamo entities and Eli Lilly and Company, and the other is between Sangamo Therapeutics, Inc. and Astellas Gene Therapies, Inc.

Counterparties include Eli Lilly and Company and Astellas Gene Therapies, Inc., along with Sangamo Therapeutics, Inc. and certain Sangamo subsidiaries in the United Kingdom, France, and Ceregene, Inc., as listed in the exhibit descriptions.

The detailed terms are contained in exhibits 2.1 and 2.2 referenced in the amendment. Investors should review those exhibits together with the original current report for a complete picture of the transactions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2026

SANGAMO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-30171

68-0359556

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer
ID Number)

501 Canal Blvd., Richmond, California 94804

(Address of principal executive offices) (Zip Code)

(510) 970-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

SGMO

Nasdaq Capital Market*

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 28, 2026, Sangamo Therapeutics, Inc. (the “Company”) received a written notification from the Nasdaq Stock Market LLC (“Nasdaq”) of its determination to delist the Company’s common stock as a result of the Company’s ongoing failure to comply with Nasdaq’s minimum bid price requirement. The Company’s common stock was suspended from trading on Nasdaq, and began trading on the OTCQB Venture Market, on May 5, 2026. The Company requested, and completed, a hearing before a Nasdaq Hearings Panel for the purposes of appealing the delisting determination. The timely request for a hearing has stayed delisting but did not stay the trading suspension of the Company’s common stock.

EXPLANATORY NOTE

Sangamo Therapeutics, Inc. is filing this Amendment No. 1 to its Current Report on Form 8-K (this “Amendment”), originally filed with the Securities Exchange Commission on June 23, 2026 (the “Original 8-K”), solely to file exhibits 2.1 and 2.2. This Amendment does not amend or change any of the information previously disclosed in the Original 8-K. Interested parties should refer to the Original 8-K for Items 1.01, 1.03, 2.03 and 2.05.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

2.1#		Asset Purchase Agreement, dated June 22, 2026, by and among Sangamo Therapeutics, Inc., Merope Acquisition Sub, LLC, Eli Lilly and Company, and Sangamo Therapeutics UK Ltd., Sangamo Therapeutics France SAS, and Ceregene, Inc.

2.2#		Asset Purchase Agreement, dated June 22, 2026, by and between Sangamo Therapeutics, Inc. and Astellas Gene Therapies, Inc.

104		Cover Page Interactive Data File (embedded within Inline XBRL document).

#	Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

SANGAMO THERAPEUTICS, INC.

Dated: June 23, 2026

/s/ SCOTT B. WILLOUGHBY

Scott B. Willoughby

Chief Legal Officer and Corporate Secretary

5 documents