SANGAMO THERAPEUTICS, INC 8-K

What Happened

• Sangamo Therapeutics, Inc. announced an underwritten offering on Feb 3, 2026, with Cantor Fitzgerald & Co. and Wells Fargo Securities as representatives. The company is offering 35,190,292 shares of common stock and pre-funded warrants to buy 17,787,033 shares, each sold with an accompanying purchase warrant (total accompanying Purchase Warrants: 52,977,325). Gross proceeds are expected to be approximately $25.0 million before underwriting discounts and expenses. The offering was expected to close on Feb 4, 2026 and is being made under Sangamo’s existing Form S-3 registration (No. 333-283179).

Key Details

• Offering prices: $0.4719 per combination of one share of common stock + purchase warrant; $0.4619 per combination of one pre-funded warrant + purchase warrant.
• Exercise terms: Pre-funded warrants have an initial exercise price of $0.01 and are exercisable immediately; Purchase Warrants have an initial exercise price of $0.4719, become exercisable six months after issuance, and expire 5.5 years after issuance.
• Ownership caps: Pre-funded warrant exercises limited to holders owning no more than 9.99% (adjustable, up to 19.99% with notice); Purchase Warrants limited to 4.99% (adjustable similarly).
• Warrant amendment: Concurrently, Sangamo reduced the exercise price of certain outstanding warrants (issued Mar 26, 2024) held by the investor in the offering to $0.4719 for 23,809,523 shares; these repriced warrants become exercisable six months after closing and now expire 5.5 years from closing.

Why It Matters

• The offering will raise near-term cash (~$25M) to fund operations, but it also creates convertible instruments (pre-funded warrants and purchase warrants) that can increase the company’s share count if exercised, which may dilute existing shareholders.
• The repricing and extended life of the existing warrants lowers the exercise price (from $1.00 to $0.4719) and extends the exercise window, increasing the likelihood of future conversion while reducing per-share cash received on exercise relative to the prior $1.00 price.
• Investors should note timing and caps on exercises (immediate for pre-funded, six-month delay for purchase/repriced warrants) and that the transaction is subject to customary closing conditions described in the underwriting agreement.