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~~July 2414, 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)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerID Number)

501 Canal Blvd., Richmond, California 94804 ~~(Address of principal executive offices) (Zip Code)~~

(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		TradingSymbol(s)		Name of each ~~exchange~~exchangeon 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. ☐

* OnFollowing ~~April 28, 2026, Sangamo Therapeutics, Inc. (the “Company”) received~~ a ~~written~~determination ~~notification~~by ~~from~~ the Nasdaq Stock Market LLC (“Nasdaq”) ~~of its determination~~ to delist the ~~Company’s~~ common stock asof aSangamo ~~result~~Therapeutics, ofInc. (the “Company’s”), ~~ongoing~~the ~~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,~~currently atrades ~~hearing~~on ~~before a Nasdaq Hearings Panel for~~ the ~~purposes~~OTCID ofBasic ~~appealing~~Market ~~the~~under ~~delisting determination. The timely request for a hearing has stayed delisting but did not stay~~ the ~~trading~~symbol ~~suspension of the Company’s common stock~~“SGMOQ”. ~~Following~~On ~~the~~July ~~filing~~14, of2026, the ~~Company’s~~Nasdaq ~~voluntary~~Hearings ~~petition~~Panel ~~for~~issued ~~bankruptcy~~a ~~under~~written ~~Chapter~~determination 11letter ofdenying the ~~Bankruptcy Code, the~~ Company’s ~~common~~request ~~stock~~to ~~began~~continue ~~trading~~its onlisting ~~the OTCID Basic Market~~ on ~~June 24, 2026 under the symbol “SGMOQ”. The outcome of the~~ Nasdaq ~~appeal remains pending~~.

Item 41.~~01.~~03 ~~Change~~Bankruptcy inor ~~Registrant’s Certifying Accountant~~Receivership.

OnAs previously disclosed, on June 2523, 2026 (the “Petition Date”), Sangamo Therapeutics, Inc. (the ~~Audit~~“Company”) ~~Committee~~filed a voluntary petition (Case No. 26-10989) for relief under Chapter 11 of the ~~Board~~Bankruptcy ofCode ~~Directors~~in the United States Bankruptcy Court for the District of ~~Sangamo~~Delaware ~~Therapeutics~~(such court, ~~Inc~~the “Court” and such case, the “Case”). On the Petition Date, the Company filed a motion (the “~~Company~~Bidding Procedures Motion”) ~~terminated~~(Docket ~~the~~No. 13) ~~engagement~~that sought approval of, ~~Ernst &~~among ~~Young~~other ~~LLP~~things, certain auction and bidding procedures (the “EYBidding Procedures”) asin ~~the~~connection ~~Company’s~~with ~~independent~~a ~~registered~~sale ~~public~~of ~~accounting~~all ~~firm,~~or ~~following~~substantially all of the Company’s ~~previously~~assets ~~announced~~and ~~filing~~the ofapproval adesignate ~~voluntary~~stalking ~~petition (Case~~horse Nobidders. ~~26-10989) for~~The ~~relief~~Company continues to operate its business as a “debtor-in-possession” under ~~Chapter~~the 11jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.

~~EY’s~~On ~~reports~~July 14, on2026, the ~~Company’s~~Court ~~financial~~entered ~~statements~~an ~~for~~order (the ~~fiscal~~“Bidding ~~years~~Procedures ~~ended~~Order”) ~~December 31,~~(Docket ~~2024 and December~~No. ~~31,~~122) ~~2025~~granting ~~did~~the ~~not~~relief ~~contain~~requested anin ~~adverse~~the ~~opinion~~Bidding orProcedures aMotion. ~~disclaimer~~Pursuant ofto ~~opinion~~the ~~and~~Bidding ~~were~~Procedures ~~not~~Order, ~~qualified~~the orCourt ~~modified~~approved, asamong toother ~~uncertainty~~things, ~~audit~~the ~~scope~~Bidding Procedures, orwhich ~~accounting~~provide ~~principles,~~for ~~except~~certain ~~EY’s~~dates ~~reports~~and ~~contained~~deadlines anin ~~explanatory~~connection ~~paragraph~~with ~~regarding~~ the Company’s ~~ability~~sale toprocess, ~~continue~~including asthe afollowing: ~~going concern.~~

~~During~~Bid ~~the~~Deadline: ~~Company’s~~Any ~~fiscal~~party ~~years~~interested ~~ended December 31, 2024 and December 31, 2025, and~~ in ~~the~~submitting ~~subsequent interim period through June 25, 2026, (i) there were no “disagreements” (as defined in Item 304(~~a~~)(1)(iv)~~ ofbid ~~Regulation S-K)~~for ~~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~~Company’s ofassets ~~EY,~~must ~~would~~do ~~have~~so ~~caused~~no EYlater tothan ~~make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods~~August ~~and~~4, ~~(ii) there~~2026 ~~were~~at no5:00 ~~“reportable~~p.m. ~~events” as that term is defined in Item 304~~(~~a)(1)(v)~~Eastern ~~of Regulation S-K~~Time).

~~The~~Auction: ~~Company~~If ~~has provided EY with a copy of~~ the ~~disclosures~~Company ~~made~~receives inmore ~~this~~than ~~Current~~one ~~Report~~qualified ~~prior~~bid to(including ~~its~~a ~~filing~~combination ~~with~~of ~~the~~bids ~~SEC and requested~~ that, EYwhen ~~furnish~~considered ~~the~~together, ~~Company~~constitute ~~with~~ a ~~letter~~qualified ~~addressed~~bid) tofor the ~~SEC~~Company’s ~~stating~~assets, ~~whether EY agrees with~~ the ~~statements~~Company ~~made~~will ~~herein.~~conduct Aan ~~copy~~auction offor ~~EY’s~~the ~~letter~~assets ~~dated~~on ~~June~~August 3010, 2026 isat ~~attached~~10:00 asa.m. ~~Exhibit~~(Eastern 16Time).1 ~~hereto.~~

AtSale ~~this~~Hearing: ~~time~~The Sale Hearing will take place on August 20, 2026, at 10:00 a.m. ~~new~~(Eastern ~~independent~~Time). ~~registered~~At ~~public~~the ~~accounting~~Sale ~~firm~~Hearing, ~~has~~the ~~not~~Company ~~been~~will ~~engaged~~seek the Court’s approval of the successful bids and any backup bids.

~~Item 8~~The Company’s objective in the Case is to maximize value for its stakeholders, which may be achieved through the sale of all or substantially all assets to the highest bidder or bidders, and/or through a reorganization with a chapter 11 plan sponsor.01 All information about the Case, including the full Bidding Procedures and access to Court documents, is available online at https://www.veritaglobal.net/SangamoTherapeutics, ~~Other~~a ~~Events~~website administered by Verita Global, a third-party bankruptcy claims and noticing agent. The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.

OnItem 3.01. ~~June 24,~~Notice ~~2026,~~of ~~the~~Delisting ~~Company’s~~or ~~common~~Failure ~~stock~~to ~~began~~Satisfy ~~trading on the OTCID Basic Market under the symbol “SGMOQ”, following the Company’s previously announced filing of~~ a ~~voluntary~~Continued ~~petition~~Listing ~~for~~Rule ~~relief~~or ~~under~~Standard; ~~Chapter~~Transfer 11 of ~~the Bankruptcy Code~~Listing. 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~~On ~~Financial~~July 14, ~~Statements~~2026, ~~and~~the ~~Exhibits~~Company received a written determination letter (the “Letter”) from the Nasdaq Hearings Panel (the “Panel”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Panel has determined to deny the Company’s request to continue its listing on The Nasdaq Capital Market.

As previously disclosed, the Company received a delisting determination from Nasdaq on April 28, 2026 due to the Company’s failure to comply with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(da)(2). ~~Exhibits~~As a result, trading in the Company’s common stock was suspended from Nasdaq and began trading on the OTCQB Venture Market on May 5, 2026. The Company timely appealed the delisting determination, and a hearing before the Panel was held on June 9, 2026. On June 23, 2026, the Company filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Case No. 26-10989), and, as a result, the Company’s common stock currently trades on the OTCID Basic Market under the symbol “SGMOQ.”

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).

The Company has 15 days from the date of the Letter to request that the Nasdaq Listing and Hearing Review Council (the “Council”) review the Panel’s decision, however the Company does not intend to request a review. The Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days after issuance of the Letter. The Company expects Nasdaq will file a Form 25 with the Securities and Exchange Commission to delist the Company’s common stock from Nasdaq and deregister the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.

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
Dated: July 20, 2026	By:	/s/ SCOTT B. WILLOUGHBY
	Name:	Scott B. Willoughby
	Title:	Chief Legal Officer and Corporate Secretary

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