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Sangamo (NASDAQ: SGMO) ends EY audit engagement as shares trade on OTC

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sangamo Therapeutics, Inc. reported that its Audit Committee terminated Ernst & Young LLP as its independent registered public accounting firm on June 25, 2026, following the company’s previously announced voluntary Chapter 11 bankruptcy filing (Case No. 26-10989).

EY’s audit reports for the years ended December 31, 2024 and 2025 were unqualified but included an explanatory paragraph about Sangamo’s ability to continue as a going concern. The company states there were no disagreements or reportable events with EY through June 25, 2026 and has not yet engaged a new auditor.

Sangamo also noted that on June 24, 2026 its common stock began trading on the OTCID Basic Market under the symbol SGMOQ, while its Nasdaq Capital Market listing under SGMO remains in place during an ongoing appeal of a Nasdaq delisting determination.

Positive

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Negative

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Insights

Filing confirms ongoing distress, but no new financial data.

Sangamo Therapeutics formalized two governance and listing developments tied to its earlier Chapter 11 filing. The Audit Committee ended the relationship with Ernst & Young LLP, even though EY had issued clean opinions that highlighted going concern risk.

The company emphasizes there were no disagreements or reportable events with EY, suggesting the change is driven by the restructuring context rather than an accounting dispute. However, Sangamo has not yet named a new independent auditor, leaving some uncertainty around future financial reporting.

The stock’s start of trading on the OTCID Basic Market under “SGMOQ,” alongside a stayed delisting from the Nasdaq Capital Market during an appeal, underscores the listing pressure accompanying the Chapter 11 process. Subsequent company communications may clarify auditor selection and the Nasdaq appeal outcome.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bankruptcy case number Case No. 26-10989 Voluntary petition under Chapter 11 of the Bankruptcy Code
Audit years covered by EY Fiscal years 2024 and 2025 EY issued unqualified opinions with a going concern paragraph
Auditor termination date June 25, 2026 Audit Committee ended EY engagement
OTC trading start date June 24, 2026 Common stock began trading on OTCID Basic Market as SGMOQ
Nasdaq delisting notice date April 28, 2026 Nasdaq delisting determination stayed during appeal
independent registered public accounting firm financial
"terminated the engagement of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"EY’s reports contained an explanatory paragraph regarding the Company’s ability to continue as a going concern"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
Chapter 11 of the Bankruptcy Code regulatory
"voluntary petition (Case No. 26-10989) for relief under Chapter 11 of the Bankruptcy Code"
reportable events regulatory
"there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Nasdaq Capital Market market
"the Company’s common stock remains listed on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
OTCID Basic Market market
"the Company’s common stock began trading on the OTCID Basic Market under the symbol “SGMOQ”"
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Understanding 8-K Material Events →
SANGAMO THERAPEUTICS, INC NASDAQ false 0001001233 0001001233 2026-06-24 2026-06-24
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

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 24, 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. Following the filing of the Company’s voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code, the Company’s common stock began trading on the OTCID Basic Market on June 24, 2026 under the symbol “SGMOQ”. The outcome of the Nasdaq appeal remains pending.

 

 
 

Item 4.01. Change in Registrant’s Certifying Accountant.

On June 25, 2026, the Audit Committee of the Board of Directors of Sangamo Therapeutics, Inc. (the “Company”) terminated the engagement of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, following the Company’s previously announced filing of a voluntary petition (Case No. 26-10989) for relief under Chapter 11 of the Bankruptcy Code.

EY’s reports on the Company’s financial statements for the fiscal years ended December 31, 2024 and December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except EY’s reports contained an explanatory paragraph regarding the Company’s ability to continue as a going concern.

During the Company’s fiscal years ended December 31, 2024 and December 31, 2025, and in the subsequent interim period through June 25, 2026, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided EY with a copy of the disclosures made in this Current Report prior to its filing with the SEC and requested that EY furnish the Company with a letter addressed to the SEC stating whether EY agrees with the statements made herein. A copy of EY’s letter dated June 30, 2026 is attached as Exhibit 16.1 hereto.

At this time, a new independent registered public accounting firm has not been engaged.

Item 8.01. Other Events.

On June 24, 2026, the Company’s common stock began trading on the OTCID Basic Market under the symbol “SGMOQ”, following the Company’s previously announced filing of a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. As noted above, the Company’s common stock remains listed on the Nasdaq Capital Market, as the delisting determination issued by Nasdaq on April 28, 2026 has been stayed pending the outcome of the Company’s appeal before the Nasdaq Hearings Panel.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Description

16.1    Letter from Ernst & Young LLP, dated June 30, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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.

 

    SANGAMO THERAPEUTICS, INC.
Dated: July 1, 2026     By:  

/s/ SCOTT B. WILLOUGHBY

    Name:   Scott B. Willoughby
    Title:   Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

Why did Sangamo Therapeutics (SGMO) terminate Ernst & Young as its auditor?

Sangamo’s Audit Committee ended Ernst & Young’s engagement on June 25, 2026, after the company’s previously announced voluntary Chapter 11 bankruptcy filing. The company states there were no disagreements or reportable events with EY during 2024, 2025, or the subsequent interim period.

Did Ernst & Young issue going concern warnings for Sangamo Therapeutics (SGMO)?

Yes. EY’s audit reports for Sangamo’s fiscal years ended December 31, 2024 and 2025 were unqualified but included an explanatory paragraph about the company’s ability to continue as a going concern. This language highlighted financial uncertainty prior to Sangamo’s voluntary Chapter 11 filing.

Were there any reported disagreements between Sangamo Therapeutics and Ernst & Young?

Sangamo reports no disagreements with EY on accounting principles, financial statement disclosures, or audit scope and procedure through June 25, 2026. It also reports no “reportable events” as defined under Item 304(a)(1)(v) of Regulation S-K during the covered fiscal years and interim period.

Has Sangamo Therapeutics (SGMO) appointed a new independent auditor after ending EY’s engagement?

No new independent registered public accounting firm has been engaged as of this disclosure. Sangamo only notes the termination of Ernst & Young and does not identify a successor auditor, leaving future audit arrangements to be announced later by the company.

Where does Sangamo Therapeutics’ stock trade after the Chapter 11 filing?

On June 24, 2026, Sangamo’s common stock began trading on the OTCID Basic Market under the symbol SGMOQ. The shares also remain listed on the Nasdaq Capital Market under SGMO while a prior Nasdaq delisting determination is stayed during the company’s appeal process.

What is the status of Sangamo Therapeutics’ Nasdaq listing after the delisting notice?

Sangamo explains that its Nasdaq Capital Market listing remains effective because Nasdaq’s April 28, 2026 delisting determination is stayed. The stay continues while the company pursues an appeal before the Nasdaq Hearings Panel related to its listing status during the restructuring.

Filing Exhibits & Attachments

4 documents

Other Documents