[S-8] Sangamo Therapeutics, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Sangamo Therapeutics filed a Form S-8 to register an additional 14,000,000 shares of common stock to be issued pursuant to its Amended and Restated 2018 Equity Incentive Plan. The filing incorporates prior Form S-8 registrations for 19,131,725, 9,900,000, 7,900,000, 10,000,000 and 11,000,000 shares.

The submission relies on incorporation by reference to the company’s recent periodic reports and includes key exhibits such as the Amended Plan and legal opinions; corporate officers including the CEO and CFO signed the registration.

Positive

• 14,000,000 additional shares registered for issuance under the Amended and Restated 2018 Equity Incentive Plan
• Prior S-8 registrations are incorporated by reference, maintaining disclosure continuity
• Key exhibits included such as the Amended Plan and legal opinion provide formal documentation and counsel consent

Negative

• Potential dilution to existing shareholders from issuance of up to 14,000,000 additional shares under the plan
• No specifics provided in this filing about timing, recipients, or number of awards to be granted now versus in the future

Insights

Securities Analyst

TL;DR Routine Form S-8 registering equity for compensation; material only as a potential source of future dilution.

The filing adds 14,000,000 shares to Sangamo's employee equity pool under the Amended and Restated 2018 Equity Incentive Plan and incorporates prior S-8 registrations. This is an administrative capital-markets action rather than an operational update. It documents the legal ability to grant future awards but does not specify award timing, recipients, or economic impact. Investors should view this as a common corporate governance step that enables equity-based pay and incentives.

Corporate Governance Expert

TL;DR Standard equity-plan registration that supports compensation programs and corporate governance transparency.

The registration includes the Amended and Restated 2018 Equity Incentive Plan as an exhibit and is accompanied by counsel and auditor consents, which is typical governance practice. The document incorporates recent periodic reports for disclosure continuity. It does not, however, disclose specifics on award practices, grant schedules, vesting terms in this filing text, or the expected number of shares to be issued immediately, so it primarily preserves the company’s ability to grant equity awards under established plan terms.

As filed with the Securities and Exchange Commission on August 8, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SANGAMO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		68-0359556
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
501 Canal Blvd. Richmond, California		94084
(Address of Principal Executive Offices)		(Zip Code)

Amended and Restated Sangamo Therapeutics, Inc. 2018 Equity Incentive Plan

(Full Title of Plans)

Alexander D. Macrae

President and Chief Executive Officer

Sangamo Therapeutics, Inc.

501 Canal Blvd.

Richmond, California 94084

(510) 970-6000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Scott B. Willoughby Chief Legal Officer and Corporate Secretary Sangamo Therapeutics, Inc. 501 Canal Blvd. Richmond, California 94804 (510) 970-6000 Chadwick L. Mills Courtney M.W. Tygesson Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, California 94111 (415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Sangamo Therapeutics, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 14,000,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), to be issued pursuant to the Registrant’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”). The Registrant previously registered (i) 19,131,725 shares of Common Stock that are or may become issuable under the 2018 Plan pursuant to the Registrant’s registration statement on Form S-8 (File No. 333-225552) filed with the Commission on June 11, 2018 (the “2018 Form S-8”), (ii) 9,900,000 shares of Common Stock that are or may become issuable under the 2018 Plan pursuant to the Registrant’s registration statement on Form S-8 (File No. 333-241033) filed with the Commission on August 5, 2020 (the “2020 Form S-8”), (iii) 7,900,000 shares of Common Stock that are or may become issuable under the 2018 Plan pursuant to the Registrant’s registration statement on Form S-8 (File No. 333-269925) filed with the Commission on February 23, 2023 (the “February 2023 Form S-8”), (iv) 10,000,000 shares of Common Stock that are or may become issuable under the 2018 Plan pursuant to the Registrant’s registration statement on Form S-8 (File No. 333-273805) filed with the Commission on August 8, 2023 (the “August 2023 Form S-8”), and (v) 11,000,000 shares of Common Stock that are or may become issuable under the 2018 Plan pursuant to the Registrant’s registration statement on Form S-8 (File No. 333-283180) filed with the Commission on November 12, 2024 (together with the 2018 Form S-8, the 2020 Form S-8, the February 2023 Form S-8 and the August 2023 Form S-8, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

• the Registrant’s annual report on Form 10-K for the year ended December 31, 2024, which was filed with the Commission on March 17, 2025;

• the information specifically incorporated by reference into the Registrant’s annual report on Form 10-K for the year ended December 31, 2024 from the Registrant’s definitive proxy statement on Schedule 14A, which was filed with the SEC on  April 30, 2025;

• the Registrant’s quarterly reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, which were filed with the Commission on May 12, 2025 and August 7, 2025, respectively;

• the Registrant’s current reports on Form 8-K, which were filed with the Commission on February  6, 2025, May  6, 2025, May  13, 2025, June  16, 2025 and June 24, 2025; and

• the description of the Common Stock contained in the Registrant’s registration statement on Form 8-A, which was filed with the Commission on March  31, 2000, including all amendments and reports filed for the purpose of updating such description, including Exhibit 4.1 of the Registrant’s annual report on Form 10-K for the year ended December 31, 2024.

All reports and other documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits.

Exhibit Index

Exhibit No.		Description
3.1		Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed June 2, 2023).
3.2		Certificate of Amendment of the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 5, 2024).
3.3		Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December 19, 2022).
5.1		Opinion of Cooley LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Cooley LLP (included in Exhibit No. 5.1).
24.1		Power of Attorney (included on signature page to this Registration Statement).
99.1		Amended and Restated 2018 Equity Incentive Plan of Sangamo Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 16, 2025)
107		Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Richmond, State of California, on August 8, 2025.

SANGAMO THERAPEUTICS, INC.
By:		/s/ Alexander D. Macrae
Name:		Alexander D. Macrae, M.B., Ch.B., Ph.D.
Title:		President and Chief Executive Officer

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander D. Macrae, Prathyusha Duraibabu and Scott Willoughby, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Alexander D. Macrae Alexander D. Macrae, M.B., Ch.B., Ph.D.		President, Chief Executive Officer and Director (Principal Executive Officer)		August 8, 2025
/s/ Prathyusha Duraibabu Prathyusha Duraibabu		Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		August 8, 2025
/s/ H. Stewart Parker H. Stewart Parker		Chair of the Board		August 8, 2025
/s/ Courtney Beers Courtney Beers, Ph.D.		Director		August 8, 2025

/s/ Robert F. Carey Robert F. Carey		Director		August 8, 2025
/s/ Kenneth J. Hillan Kenneth J. Hillan, M.B., Ch.B.		Director		August 8, 2025
/s/ Margaret A. Horn Margaret A. Horn, J.D.		Director		August 8, 2025
/s/ John H. Markels John H. Markels, Ph.D.		Director		August 8, 2025
/s/ James R. Meyers James R. Meyers		Director		August 8, 2025
/s/ Karen L. Smith Karen L. Smith, M.D., Ph.D., M.B.A., L.L.M.		Director		August 8, 2025

FAQ

What did Sangamo (SGMO) register on Form S-8?

The company registered an additional 14,000,000 shares of common stock to be issued under its Amended and Restated 2018 Equity Incentive Plan.

How many shares were previously registered under the 2018 Plan?

Prior registration statements covered 19,131,725, 9,900,000, 7,900,000, 10,000,000 and 11,000,000 shares.

Which documents are incorporated by reference into this registration statement?

The filing incorporates the Registrant's annual report for the year ended December 31, 2024 (filed March 17, 2025), proxy statement sections (filed April 30, 2025), quarterly reports for the periods ended March 31, 2025 and June 30, 2025 (filed May 12, 2025 and August 7, 2025), and several current reports (filed February 6, May 6, May 13, June 16 and June 24, 2025).

Who signed the Form S-8 for Sangamo (SGMO)?

The registration was signed on behalf of the company by Alexander D. Macrae (President and CEO) and includes signatures of the CFO Prathyusha Duraibabu and members of the board.

What exhibits accompany the registration statement?

Key exhibits include the Amended and Restated 2018 Equity Incentive Plan (Exhibit 99.1), legal opinion of Cooley LLP (Exhibit 5.1), auditor consent (Exhibit 23.1) and power of attorney (Exhibit 24.1).