UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| * | Following a determination by the Nasdaq Stock Market LLC (“Nasdaq”) to delist the common stock of Sangamo Therapeutics, Inc. (the “Company”), the Company’s common stock was suspended from trading on Nasdaq on May 5, 2026 and currently trades on the OTC Expert Market on an unsolicited quotes only basis. On October 7, 2026, Nasdaq filed a Form 25 with the Securities and Exchange Commission to delist and deregister the Company’s common stock under Section 12(b) of the Exchange Act. The delisting became effective October 17, 2026. |
| Item 7.01 | Regulation FD Disclosure. |
As previously announced, on June 23, 2026, Sangamo Therapeutics, Inc. (the “Company”) filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing a Chapter 11 case for the Company (the “Chapter 11 Case”). The case number is 26-10989 and the case is styled as In re Sangamo Therapeutics, Inc.
On October 23, 2026, the Company filed with the Bankruptcy Court (i) an amended monthly operating report for each of the periods from (a) July 1, 2026 to July 31, 2026 (the “Amended July MOR”), originally filed with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K on September 8, 2026 and (b) August 1, 2026 to August 31, 2026 (the “Amended August MOR”), originally filed with the Commission on a Current Report on Form 8-K on October 15, 2026 and (ii) its monthly operating report for the period beginning September 1, 2026 and ended September 30, 2026 (the “September MOR,” together with each of the Amended July MOR and Amended August MOR, the “MORs”).
The information set forth in Item 7.01 of this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD. The MORs are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3. The MORs and additional information regarding the Chapter 11 Case is available at https://www.veritaglobal.net/SangamoTherapeutics. The documents and other information on this website are not part of this Current Report on Form 8-K and shall not be incorporated by reference.
The information contained in this Item 7.01 and in Exhibit 99.1 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding the MORs
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the MORs, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The MORs are limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with the reporting requirements of the Bankruptcy Court. The MORs are not audited or reviewed by independent accountants, were not prepared in accordance with generally accepted accounting principles in the United States, are in a format prescribed by applicable bankruptcy laws or rules, and are subject to future adjustment and reconciliation. The MORs also contain information for periods shorter than and otherwise different from those contained in the Company’s reports required to be filed pursuant to the Exchange Act. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the MORs are complete. Results set forth in the MORs should not be viewed as indicative of future results.
Cautionary Language Regarding Trading in the Company’s Common Stock
The Company’s stockholders are cautioned that trading in the Company’s common stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. The Company’s common stock has been suspended from trading on the Nasdaq Capital Market (“Nasdaq”), and following the filing of a Form 25 by Nasdaq on October 7, 2026, was delisted effective October 17, 2026. The Company’s common stock is currently trading on the OTC Expert Market on an unsolicited quotes only basis, and trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.
Cautionary Language Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements that reflect, when made, the Company’s current views with respect to current events and financial performance. These forward-looking statements are within the meaning of Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding process and potential outcomes of the Company’s Chapter 11 Case and/or statements preceded by, followed by or that include the words “intends,” “expects,” “estimates,” “plans,” or similar expressions. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, there can be no assurance that its expectations will be achieved. Except as otherwise may be required by law, the Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances, or changes in expectations after the date of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description of Document | |
| 99.1 | Sangamo Therapeutics, Inc. Amended Monthly Operating Report for the period ended July 31, 2026. | |
| 99.2 | Sangamo Therapeutics, Inc. Amended Monthly Operating Report for the period ended August 31, 2026. | |
| 99.3 | Sangamo Therapeutics, Inc. Monthly Operating Report for the period ended September 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 thereunto duly authorized.
| SANGAMO THERAPEUTICS, INC. | ||||||
| Date: October 27, 2026 | By: | /s/ SCOTT B. WILLOUGHBY | ||||
| Scott B. Willoughby | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||