Sangamo Therapeutics ownership disclosure: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 40,400,067 shares of Sangamo Therapeutics Common Stock, representing 9.75% of the class. The filing states Armistice Capital serves as investment manager for the Master Fund and exercises shared voting and dispositive power over these shares.
Positive
None.
Negative
None.
Insights
Large passive position reported by an investment manager.
Armistice Capital is disclosed as the investment manager with shared voting and dispositive power over 40,400,067 shares, stated as 9.75% of the class. The filing attributes ownership to the Master Fund while noting the Master Fund disclaims direct beneficial ownership due to the Investment Management Agreement.
Such a ~10% position is material for shareholder registry and may affect activism, indexing, or block-trade dynamics; cash-flow treatment and planned disposition details are not included in the excerpt.
Disclosure clarifies voting and dispositive power via a management agreement.
The statement explains Armistice Capital exercises voting and investment authority for the Master Fund and that Steven Boyd, as managing member, may be deemed to beneficially own the securities. Shared voting/dispositive power is explicitly listed as 40,400,067 shares.
Items to note in subsequent filings include any changes to voting power, amendments, or disclosures of traffic in the position; timing and transaction direction are not specified here.
Key Figures
Reported shares beneficially owned:40,400,067 sharesPercent of class:9.75%Shared voting power:40,400,067 shares+3 more
6 metrics
Reported shares beneficially owned40,400,067 sharesAmount beneficially owned as stated in Item 4
Percent of class9.75%Percent of class reported in Item 4(b)
Shared voting power40,400,067 sharesShared power to vote as stated in Item 4(c)(ii)
Shared dispositive power40,400,067 sharesShared power to dispose as stated in Item 4(c)(iv)
CUSIP800677106CUSIP shown on the cover line
Signature dateMay 15, 2026Date in the signature block
Key Terms
Investment Management Agreement, beneficially own / beneficial ownership, Schedule 13G
3 terms
Investment Management Agreementregulatory
"Armistice Capital exercises voting and investment power over the securities held by the Master Fund"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
beneficially own / beneficial ownershipregulatory
"Amount beneficially owned: 40,400,067 (b) Percent of class: 9.75%"
Schedule 13Gregulatory
"Item 1. (a) Name of issuer: SANGAMO THERAPEUTICS, INC."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
What stake does Armistice Capital report in Sangamo (SGMO)?
Armistice Capital reports beneficial ownership of 40,400,067 shares, equal to 9.75% of the class. The filing states Armistice Capital acts as investment manager for the Master Fund and reports shared voting and dispositive power over these shares.
Who is reported as the beneficial owner for the SGMO shares?
The filing lists Armistice Capital, LLC as investment manager of the Master Fund and Steven Boyd as managing member. The Master Fund is the direct holder while Armistice exercises voting and investment power.
Does the Schedule 13G state Armistice has sole voting control of SGMO shares?
No. The filing reports 0 shares with sole voting power and 40,400,067 shares with shared voting power, per the ownership table included in the disclosure.
What is the CUSIP for Sangamo common stock in this filing?
The CUSIP listed in the filing is 800677106. This identifier is included alongside the class description for Common Stock, $0.01 par value per share.
When was this joint filing executed by the reporting persons?
The signature block in the excerpt shows the reporting persons signed and dated the filing on May 15, 2026, per the provided signature lines.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SANGAMO THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
800677106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
800677106
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
40,400,067.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
40,400,067.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,400,067.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.75 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
800677106
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
40,400,067.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
40,400,067.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,400,067.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.75 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SANGAMO THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
501 Canal Blvd., Richmond, California 94804
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP Number(s):
800677106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
40,400,067
(b)
Percent of class:
9.75%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
40,400,067
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
40,400,067
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
