false2026Q1000100123312-31xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:puresgmo:segmentsgmo:targetsgmo:indicationsgmo:performanceObligationsgmo:milestonesgmo:product00010012332026-01-012026-03-3100010012332026-05-1100010012332026-03-3100010012332025-12-3100010012332025-01-012025-03-310001001233us-gaap:CommonStockMember2025-12-310001001233us-gaap:AdditionalPaidInCapitalMember2025-12-310001001233us-gaap:RetainedEarningsMember2025-12-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001001233sgmo:AtTheMarketOfferingMemberus-gaap:CommonStockMember2026-01-012026-03-310001001233sgmo:AtTheMarketOfferingMemberus-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001001233sgmo:AtTheMarketOfferingMember2026-01-012026-03-310001001233sgmo:StockIssuancesExcludingAtTheMarketOfferingMemberus-gaap:CommonStockMember2026-01-012026-03-310001001233sgmo:StockIssuancesExcludingAtTheMarketOfferingMemberus-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001001233sgmo:StockIssuancesExcludingAtTheMarketOfferingMember2026-01-012026-03-310001001233us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001001233us-gaap:CommonStockMember2026-01-012026-03-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001001233us-gaap:RetainedEarningsMember2026-01-012026-03-310001001233us-gaap:CommonStockMember2026-03-310001001233us-gaap:AdditionalPaidInCapitalMember2026-03-310001001233us-gaap:RetainedEarningsMember2026-03-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001001233us-gaap:CommonStockMember2024-12-310001001233us-gaap:AdditionalPaidInCapitalMember2024-12-310001001233us-gaap:RetainedEarningsMember2024-12-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-3100010012332024-12-310001001233us-gaap:CommonStockMember2025-01-012025-03-310001001233us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001001233us-gaap:RetainedEarningsMember2025-01-012025-03-310001001233us-gaap:CommonStockMember2025-03-310001001233us-gaap:AdditionalPaidInCapitalMember2025-03-310001001233us-gaap:RetainedEarningsMember2025-03-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-3100010012332025-03-310001001233sgmo:SigmaAldrichCorporationMembersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2026-01-012026-03-310001001233sgmo:SigmaAldrichCorporationMembersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-03-310001001233sgmo:MiltenyiBiotecB.V.Co.KGMembersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2026-01-012026-03-310001001233sgmo:MiltenyiBiotecB.V.Co.KGMembersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-03-310001001233sgmo:EliLillyAndCompanyMembersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2026-01-012026-03-310001001233sgmo:EliLillyAndCompanyMembersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-03-310001001233sgmo:PfizerInc.Membersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2026-01-012026-03-310001001233sgmo:PfizerInc.Membersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-03-310001001233sgmo:OtherLicensingAgreementsMembersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2026-01-012026-03-310001001233sgmo:OtherLicensingAgreementsMembersgmo:RevenueFromCollaborationAgreementsAndLicensingConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-03-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2026-03-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001001233us-gaap:MoneyMarketFundsMember2026-03-310001001233us-gaap:CashEquivalentsMember2026-03-310001001233us-gaap:MoneyMarketFundsMember2025-12-310001001233us-gaap:CashEquivalentsMember2025-12-310001001233sgmo:PreFundedCommonStockWarrantMember2026-03-310001001233sgmo:EliLillyAndCompanyMemberus-gaap:LicenseMember2025-04-300001001233sgmo:EliLillyAndCompanyMemberus-gaap:LicenseMember2025-04-012025-04-300001001233sgmo:EliLillyAndCompanyMemberus-gaap:LicenseMember2025-01-012025-12-310001001233sgmo:EliLillyAndCompanyMemberus-gaap:LicenseMember2026-01-012026-03-310001001233sgmo:EliLillyAndCompanyMemberus-gaap:LicenseMember2026-03-310001001233sgmo:EliLillyAndCompanyMemberus-gaap:LicenseMember2026-01-310001001233sgmo:AstellasGeneTherapiesInc.Memberus-gaap:LicenseMember2024-12-310001001233sgmo:AstellasGeneTherapiesInc.Memberus-gaap:LicenseMember2024-12-012024-12-310001001233sgmo:AstellasGeneTherapiesInc.Member2024-12-012024-12-310001001233sgmo:AstellasGeneTherapiesInc.Membersgmo:InitialLicenseMember2024-12-310001001233sgmo:AstellasGeneTherapiesInc.Membersgmo:AdditionalLicensesMember2024-12-310001001233sgmo:AstellasGeneTherapiesInc.Membersgmo:InitialLicenseMember2024-12-012024-12-310001001233sgmo:AstellasGeneTherapiesInc.Membersgmo:InitialLicenseMember2025-12-012025-12-310001001233sgmo:AstellasGeneTherapiesInc.Membersgmo:AdditionalLicensesMember2026-03-310001001233sgmo:AstellasGeneTherapiesInc.Membersgmo:AdditionalLicensesMember2024-12-012024-12-310001001233sgmo:AstellasGeneTherapiesInc.Membersgmo:AdditionalLicensesMember2026-01-012026-03-310001001233sgmo:AstellasGeneTherapiesInc.Membersgmo:AdditionalLicensesMember2025-01-012025-03-310001001233sgmo:GenentechRocheGroupMemberus-gaap:LicenseMember2024-08-310001001233sgmo:GenentechRocheGroupMemberus-gaap:LicenseMember2024-10-310001001233sgmo:GenentechRocheGroupMember2024-08-012024-08-310001001233sgmo:GenentechRocheGroupMembersgmo:LicenseTechnologyTransferMember2024-08-310001001233sgmo:GenentechRocheGroupMemberus-gaap:LicenseMember2026-03-310001001233sgmo:GenentechRocheGroupMemberus-gaap:LicenseMember2026-01-012026-03-310001001233sgmo:GenentechRocheGroupMemberus-gaap:LicenseMember2025-01-012025-03-310001001233sgmo:PfizerMember2017-05-012017-05-310001001233sgmo:PfizerMemberus-gaap:LicenseMember2017-05-012017-05-310001001233us-gaap:LicenseMembersgmo:AchievementOfSpecifiedClinicalDevelopmentIntellectualPropertyAndRegulatoryMilestonesMembersgmo:PfizerMember2017-05-012017-05-310001001233sgmo:PfizerMemberus-gaap:LicenseMember2017-05-012026-03-310001001233us-gaap:LicenseMembersgmo:PfizerMembersrt:MinimumMember2017-05-310001001233us-gaap:LicenseMembersgmo:PfizerMembersrt:MaximumMember2017-05-310001001233sgmo:PfizerMemberus-gaap:LicenseMember2017-05-012020-12-3100010012332025-04-210001001233sgmo:PfizerMemberus-gaap:LicenseMember2025-04-212025-04-210001001233sgmo:PfizerMemberus-gaap:LicenseMember2025-01-012025-03-310001001233sgmo:PfizerMemberus-gaap:LicenseMember2026-01-012026-03-310001001233sgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMember2017-12-012017-12-310001001233sgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMemberus-gaap:LicenseMember2017-12-012017-12-310001001233us-gaap:LicenseMembersgmo:AchievementOfSpecifiedPreclinicalDevelopmentClinicalDevelopmentAndFirstCommercialSaleMilestonesMembersgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMembersrt:MaximumMember2017-12-012017-12-310001001233us-gaap:LicenseMembersgmo:AchievementOfCommercialMilestonesMembersgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMembersrt:MaximumMember2017-12-012017-12-310001001233us-gaap:LicenseMembersgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMembersrt:MinimumMember2017-12-310001001233us-gaap:LicenseMembersgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMembersrt:MaximumMember2017-12-310001001233sgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMemberus-gaap:LicenseMember2017-12-012026-03-310001001233sgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMemberus-gaap:LicenseMember2017-12-012020-12-310001001233sgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMemberus-gaap:LicenseMember2026-01-012026-03-310001001233sgmo:AlexionPharmaceuticalsInc.AstraZenecaRareDiseaseMemberus-gaap:LicenseMember2025-01-012025-03-310001001233us-gaap:ResearchAndDevelopmentExpenseMember2026-01-012026-03-310001001233us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-03-310001001233us-gaap:GeneralAndAdministrativeExpenseMember2026-01-012026-03-310001001233us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-03-310001001233sgmo:JefferiesLLCMembersgmo:AtTheMarketOfferingProgramMember2026-01-012026-03-310001001233sgmo:JefferiesLLCMembersgmo:AtTheMarketOfferingProgramMember2026-03-310001001233sgmo:JefferiesLLCMembersgmo:AtTheMarketOfferingProgramMember2025-01-012025-03-310001001233us-gaap:PrivatePlacementMember2026-02-032026-02-030001001233sgmo:PreFundedCommonStockWarrantMemberus-gaap:PrivatePlacementMember2026-02-030001001233sgmo:PurchaseWarrantMemberus-gaap:PrivatePlacementMember2026-02-030001001233us-gaap:PrivatePlacementMember2026-02-030001001233sgmo:CommonStockAndPurchaseWarrantMemberus-gaap:PrivatePlacementMember2026-02-030001001233sgmo:PreFundedAndPurchaseWarrantsMemberus-gaap:PrivatePlacementMember2026-02-030001001233us-gaap:CommonStockMember2026-02-012026-02-280001001233us-gaap:CommonStockMember2026-03-012026-03-310001001233sgmo:CommonWarrantMember2024-01-012024-12-310001001233sgmo:CommonWarrantMember2026-02-020001001233sgmo:RepricedWarrantsMember2026-02-030001001233sgmo:RepricedWarrantsMember2026-02-032026-02-030001001233us-gaap:AdditionalPaidInCapitalMember2026-02-032026-02-030001001233sgmo:WarrantsExpiringInAugust2031Member2026-03-310001001233sgmo:CommonWarrantMember2026-03-310001001233sgmo:RepricedWarrantsMember2026-03-310001001233sgmo:WarrantsExpiringInMay2031Member2026-03-310001001233sgmo:WarrantsExpiringInSeptember2029Member2026-03-310001001233sgmo:ReportableSegmentMember2026-01-012026-03-310001001233sgmo:ReportableSegmentMember2025-01-012025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 10-Q

________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-30171

________________________________________________

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, 94804

(Address of principal executive offices) (Zip Code)

(510) 970-6000

(Registrant’s telephone number, including area code)

________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

SGMO

Nasdaq Capital Market (*)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 11, 2026, 414,288,847 shares of the issuer’s common stock, par value $0.01 per share, were outstanding.

(*) On April 28, 2026, Sangamo Therapeutics, Inc. (the “Company”) received a written notification from the Nasdaq Stock Market LLC (“Nasdaq”) of its determination to delist the Company’s common stock as a result of the Company’s ongoing 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 has requested a hearing before a Nasdaq Hearings Panel for the purposes of appealing the delisting determination. The timely request for a hearing will stay delisting but did not stay the trading suspension of the Company’s common stock.

Table of Contents

INDEX

SANGAMO THERAPEUTICS, INC.


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	7
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations	8
	Condensed Consolidated Statements of Comprehensive Loss	9
	Condensed Consolidated Statements of Stockholders’ Equity (Defi cit)	10
	Condensed Consolidated Statements of Cash Flows	11
	Notes to Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38

SIGNATURES		39

Unless otherwise indicated or the context suggests otherwise, references in this Quarterly Report on Form 10-Q, or Quarterly Report, to “Sangamo,” “the Company,” “we,” “us,” and “our” refer to Sangamo Therapeutics, Inc. and our subsidiaries.

Any third-party trade names, trademarks and service marks appearing in this Quarterly Report are the property of their respective holders. Solely for convenience, trademarks and trade names referred to in this Quarterly Report may appear without the ® or TM symbols, but such references are not intended to indicate in any way that the Company will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensor to these trademarks and trade names. The Company does not intend its use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of the Company by, any other entity.

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements relate to our future events, including our anticipated operations, research, development, manufacturing and commercialization activities, clinical trials, operating results and financial condition. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:

•our estimates regarding the sufficiency of our cash resources and our expenses, capital requirements and need for substantial additional financing, and our ability to obtain the substantial additional financing that we need to support our operations and to continue to operate as a going concern, including the possibility that at any time we may elect or may be required to cease operations entirely, liquidate all or a portion of our assets, and/or seek protection under the U.S. Bankruptcy Code in the very near term;

•our expectations concerning the availability and adequacy of data generated in the Phase 1/2 STAAR study and a clear regulatory pathway to support the rolling Biologics License Application, or BLA, submission for isaralgagene civaparvovec and the anticipated timing of potential completion and acceptance of such submission, and the potential for the BLA to be approved by the U.S. Food and Drug Administration, or FDA, including pursuant to the Accelerated Approval program;

•our ability to establish and maintain collaborations and strategic partnerships and realize the expected benefits of such arrangements, including our ability to secure one or more commercialization partners for our Fabry disease program and to enter into new collaborations with respect to our capsid platform, epigenetic regulation capabilities and hemophilia A program;

•our projected operating and financial performance;

•our plans for advancing our development programs and the plans of any collaboration partners for advancing partnered programs;

•anticipated research and development of product candidates and potential commercialization of any resulting approved products;

•the initiation, scope, rate of progress, enrollment, dosing, anticipated results and timing of our preclinical studies and clinical trials and those of our collaborators or strategic partners;

•the therapeutic and commercial potential of our product candidates, including the durability of therapeutic effects;

•the therapeutic and commercial potential of technologies used by us in our product candidates, including our gene therapy and gene editing technologies, zinc finger, or ZF, technology platform, and zinc finger transcriptional regulators, or ZF-transcriptional regulators, which include zinc finger repressors, or ZFRs;

•anticipated revenues from existing and new collaborations and the timing thereof;

•our and our collaborators’ anticipated plans and timelines in conducting our ongoing and potential future clinical trials and presenting clinical data from such clinical trials, and the anticipated advancement of our product candidates to late-stage development;

•our ability to realize the expected benefits of our license agreements with Genentech, Inc., a member of the Roche group, or Genentech, Alexion Pharmaceuticals, Inc., or Alexion, Astellas Gene Therapies, Inc., or Astellas, and Eli Lilly and Company, or Lilly, the potential for these licensees to complete clinical development, regulatory interactions, manufacturing and global commercialization of any resulting products, and the potential for us to receive milestone payments and/or additional fees and royalties from these licensees;

•anticipated investigational new drug, or IND, and clinical trial application, or CTA, submissions and potential acceptance thereof by the FDA, and regulatory authorities outside the United States;

•our estimates regarding the impact of the macroeconomic and geopolitical environment on our business and operations and the business and operations of our collaborators, including preclinical studies, clinical trials and manufacturing, and our ability to manage such impacts;

•our research and development and other expenses;

•our ability to obtain adequate preclinical and clinical supplies of our product candidates from current and potential new suppliers and manufacturers;

Table of Contents

•our ability, and the ability of our collaborators and strategic partners, to obtain and maintain regulatory approvals for product candidates and the timing and costs associated with obtaining regulatory approvals;

•our ability to comply with, and the impact of, regulatory requirements, obligations and restrictions on our business and operations;

•our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others, including our ability to obtain and maintain rights to the technologies required to develop and commercialize our product candidates;

•competitive developments, including the impact on our competitive position of rival products and product candidates and our ability to meet such competition;

•our expectations concerning the trading of our common stock on the OTCQB Venture Market and our scheduled hearing before a Nasdaq Hearings Panel to appeal the Nasdaq delisting determination;

•our operational and legal risks; and

•our plans, objectives, expectations and intentions and any other statements that are not historical facts.

In some cases, you can identify forward-looking statements by use of future dates or by terms such as: “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “seeks,” “should,” “will” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, without limitation:

•There is substantial doubt about our ability to continue to operate as a going concern. We will need substantial additional funding in the very near term to execute our operating plan and to continue to operate as a going concern. If adequate funds do not become available to us in the very near term, we will take additional actions to address our liquidity needs, including additional cost reduction measures such as further reducing operating expenses, including through workforce reductions, and delaying, reducing the scope of, discontinuing or altering our research and development activities, which would have a material adverse effect on our business and prospects, or at any time we may elect to or may be required to cease operations entirely, liquidate all or a portion of our assets, and/or seek protection under the U.S. Bankruptcy Code in the very near term, and you may lose all or part of your investment. Future sales and issuances of equity securities would also result in substantial dilution to our stockholders.

•Our ability to continue funding our operations, advance development of our product candidates and ultimately commercialize our technologies depends on our ability to secure collaboration partners for our programs. If we are not able to find collaborators, or if our collaborators do not diligently pursue product development efforts, we will not be able to secure sufficient capital to continue to operate as a going concern. In particular, we are engaged in early stage business development discussions with potential counterparties concerning a commercialization agreement for our Fabry disease program, but have been unsuccessful in consummating any such transaction to date. There can be no assurance that we will be able to secure a commercialization partner for our Fabry disease program or partner or sell any other programs in a timely manner, on acceptable terms, or at all, and if we are unable to execute such an agreement providing us with significant upfront funding in the very near term, we will not be able to secure sufficient capital to continue to operate as a going concern.

•We are a biotechnology company with no approved products or product revenues. Our success depends substantially on results of preclinical studies and clinical trials demonstrating safety and efficacy of our product candidates to the satisfaction of applicable regulatory authorities. Obtaining positive clinical trial results and regulatory approvals is expensive, lengthy, challenging and unpredictable and may never occur for any product candidates.

•Our core preclinical neurology programs, which are the current focus of our research and development efforts, are in the early stages. We may encounter difficulties in advancing product candidates from research programs to preclinical and clinical development and may fail to capitalize on product candidates with a greater commercial opportunity or for which there is a greater likelihood of success.

•Success in research and preclinical studies or early clinical trial results may not be indicative of results obtained in later trials. Likewise, preliminary, initial or interim data from clinical trials may be materially different from final data.

•We have historically incurred significant operating losses since inception and anticipate continued losses for the foreseeable future. We may never become profitable.

Table of Contents

•Disruptions at the FDA, including due to a reduction in workforce and/or inadequate funding, could prevent the FDA from performing normal functions on which our business relies, which could negatively impact our business. In addition, changes in the FDA policies or regulations, as a result of the foregoing disruptions or otherwise, could adversely impact the development of our product candidates and, ultimately, our ability to receive approval for and commercialize our product candidates.

•Biotechnology and genomic medicine are highly competitive businesses. Our competitors may develop rival technologies and products that are superior to or are commercialized more quickly than our technologies and product candidates.

•The manufacture, storage and transport of our product candidates is complex, expensive, highly regulated and risky, which could hamper their commercial viability.

•Even if our product development efforts are successful and even if the requisite regulatory approvals are obtained, our products may not gain market acceptance among physicians, patients, healthcare payors and the medical community.

•Because it is difficult, time consuming and costly to obtain, maintain and enforce patent protections for our technologies and product candidates, and because third parties may have made inventions that are similar to ours, we may not be able to secure optimal patent protections of our technologies and product candidates.

•We may be involved in patent or intellectual property lawsuits or similar disputes involving patents under our control or patents of third parties claiming infringement, which lawsuits could be expensive, time-consuming and impair or prevent development and commercialization activities.

•We have experienced and may continue to experience difficulties in hiring, integrating and retaining qualified skilled employees.

•Unfavorable global economic conditions could have a negative impact on our operations, which could materially and adversely affect our ability to continue to operate as a going concern and otherwise have a material adverse effect on our business, financial condition, results of operations, prospects and market price of our common stock.

•The trading of our common stock on The Nasdaq Capital Market was suspended on May 5, 2026, and our common stock now trades on the OTCQB Venture Market. This transition could adversely affect the liquidity of our common stock and result in ongoing downward pressure on the market price of our common stock, and our ability to obtain sufficient additional capital to fund our operations and to continue to operate as a going concern could be substantially impacted by this transition.

•Our stock price has been volatile and will likely continue to be volatile, which could result in substantial losses for investors and potentially class action securities litigation against us, and could be influenced by public perception of genomic medicines and the biotechnology sector.

•We have recorded significant impairment of our long-lived assets, and may be required to record significant additional charges if our long-lived assets become further impaired in the future.

Additional discussion of the risks, uncertainties and other factors described above, as well as other risks and uncertainties material to our business, can be found under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on March 30, 2026, as supplemented by the risks described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q, and we encourage you to refer to that additional discussion. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our plans, objectives, estimates, expectations and intentions only as of the date of this filing. You should read this report completely and with the understanding that our actual future results and the timing of events may be materially different from what we expect, and we cannot otherwise guarantee that any forward-looking statement will be realized. We hereby qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements about our future plans and expectations are subject to our ability to secure adequate additional funding.

Except as required by law, we undertake no obligation to update or supplement any forward-looking statements publicly, or to update or supplement the reasons that actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. You are advised, however, to consult any further disclosures we make on related subjects.

This report includes discussion of certain clinical studies and trials relating to various product candidates. These studies typically are part of a larger body of clinical data relating to such product candidates, and the discussion herein should be considered in the context of the larger body of data. In addition, clinical data are subject to differing interpretations, and even if

Table of Contents

we view data as sufficient to support the safety and/or effectiveness of a product candidate, regulatory authorities may not share our views and may require additional data or may deny approval altogether.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SANGAMO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands)


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	27,586	$	20,948


Accounts receivable	873		371
Refundable research income tax credits	5,491		10,142
Prepaid expenses and other current assets	3,164		4,369

Total current assets	37,114		35,830

Property and equipment, net	10,317		11,042


Operating lease right-of-use assets	2,905		3,064
Refundable research income tax credits, non-current	8,759		8,938
Other non-current assets	870		871

Total assets	$	59,965	$	59,745
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	19,307	$	14,437
Accrued compensation and employee benefits	18,341		17,721
Other accrued liabilities	15,084		9,409
Deferred revenues	402		899
Total current liabilities	53,134		42,466
Deferred revenues, non-current	5,874		5,874
Long-term portion of lease liabilities	19,332		25,093

Other non-current liabilities	580		580
Total liabilities	78,920		74,013
Commitments and contingencies
Stockholders’ deficit:
Preferred stock	—		—
Common stock	4,143		3,507
Additional paid-in capital	1,637,659		1,610,938
Accumulated deficit	(1,658,244)		(1,627,249)
Accumulated other comprehensive loss	(2,513)		(1,464)
Total stockholders’ deficit	(18,955)		(14,268)


Total liabilities and stockholders’ deficit	$	59,965	$	59,745

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

SANGAMO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share amounts)


	Three Months Ended March 31,
	2026		2025
Revenues	$	1,442	$	6,437
Operating expenses:
Research and development	26,570		26,006
General and administrative	6,818		10,059




Total operating expenses	33,388		36,065
Loss from operations	(31,946)		(29,628)
Interest income	300		309
Other income (expense), net	651		(1,159)
Loss before income taxes	(30,995)		(30,478)
Income tax expense	—		119


Net loss	$	(30,995)	$	(30,597)

Basic and diluted net loss per share	$	(0.08)	$	(0.14)



Shares used in computing basic and diluted net loss per share	389,616		220,269

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

SANGAMO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited; in thousands)


	Three Months Ended March 31,
	2026		2025
Net loss	$	(30,995)	$	(30,597)
Foreign currency translation adjustment	(1,049)		1,912
Net pension gains	—		91




Comprehensive loss	$	(32,044)	$	(28,594)

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

SANGAMO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited; in thousands, except share amounts)


	Three Months Ended March 31, 2026
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
	Shares	Amount
Balances at December 31, 2025	350,688,142	$	3,507	$	1,610,938	$	(1,627,249)	$	(1,464)	$	(14,268)
Issuance of common stock in at-the-market offering, net of offering expenses	9,336,198	93		3,639		—		—		3,732
Issuance of common stock, net of offering expenses	35,190,292	352		21,185		—		—		21,537
Modification of warrants	—	—		1,297		—		—		1,297
Issuance of common stock upon exercise of pre-funded warrants	17,787,033	178		—		—		—		178
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax	1,272,352	13		(392)		—		—		(379)

Stock-based compensation	—	—		992		—		—		992
Foreign currency translation adjustment	—	—		—		—		(1,049)		(1,049)


Net loss	—	—		—		(30,995)		—		(30,995)
Balances at March 31, 2026	414,274,017	$	4,143	$	1,637,659	$	(1,658,244)	$	(2,513)	$	(18,955)


	Three Months Ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balances at December 31, 2024	212,837,679	$	2,128	$	1,532,489	$	(1,504,317)	$	(7,530)	$	22,770
Issuance of common stock in at-the-market offering, net of offering expenses	9,528,752	96		10,265		—		—		10,361

Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax	2,997,659	30		(2,257)		—		—		(2,227)

Stock-based compensation	—	—		2,596		—		—		2,596

Foreign currency translation adjustment	—	—		—		—		1,912		1,912
Net pension gains	—	—		—		—		91		91

Net loss	—	—		—		(30,597)		—		(30,597)
Balances at March 31, 2025	225,364,090	$	2,254	$	1,543,093	$	(1,534,914)	$	(5,527)	$	4,906

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

SANGAMO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)


	Three Months Ended March 31,
	2026		2025
Operating Activities:
Net loss	$	(30,995)	$	(30,597)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	719		1,020
Amortization in operating lease right-of-use assets	158		904
Stock-based compensation	992		2,596
Deferred income tax benefit	—		15


Other	—		(10)
Net changes in operating assets and liabilities:

Accounts receivable	(502)		160
Prepaid expenses and other assets	1,201		(2,631)
Refundable research income tax credits	4,525		—
Accounts payable and other accrued liabilities	4,936		4,216
Accrued compensation and employee benefits	630		(591)
Lease liabilities	(449)		(1,231)

Deferred revenues	(497)		—
Net cash used in operating activities	(19,282)		(26,149)
Investing Activities:




Purchases of property and equipment	(13)		—


Net cash used in investing activities	(13)		—
Financing Activities:
Proceeds from issuance of common stock, net of offering expenses	23,346		—
Proceeds from at-the-market offering, net of offering expenses	3,732		10,361

Taxes paid related to net share settlement of equity awards	(379)		(2,227)


Net cash provided by financing activities	26,699		8,134
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(766)		1,277
Net increase (decrease) in cash, cash equivalents, and restricted cash	6,638		(16,738)
Cash, cash equivalents, and restricted cash, beginning of period	20,948		43,418
Cash, cash equivalents, and restricted cash, end of period	$	27,586	$	26,680
Supplemental cash flow disclosures:
Offering expenses in relation to issuance of common stock included in unpaid liabilities	$	333	$	—
Property and equipment included in unpaid liabilities	$	55	$	234
Offering expenses in relation to issuance of common stock in at-the-market offering included in unpaid liabilities	$	—	$	165

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

SANGAMO THERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

Sangamo Therapeutics, Inc. (“Sangamo” or “the Company”) was incorporated in the State of Delaware in June 1995 and changed its name from Sangamo Biosciences, Inc. in January 2017. Sangamo is a genomic medicine company committed to translating ground-breaking science into medicines that transform the lives of patients and families afflicted with serious neurological diseases. The Company believes its zinc finger (“ZF”) epigenetic regulators are ideally suited to potentially address devastating neurology disorders and its capsid engineering platform has demonstrated the ability to expand delivery beyond currently available intrathecal delivery capsids, including in the central nervous system (“CNS”), in preclinical studies.

In 2023, the Company announced its strategic transformation into a neurology-focused genomic medicine company focused on developing epigenetic regulation therapies designed to address serious neurological diseases and novel engineered adeno-associated virus (“AAV”) capsid delivery technology.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of these financial statements for the periods presented have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The Condensed Consolidated Balance Sheet data at December 31, 2025 was derived from the audited Consolidated Financial Statements included in Sangamo’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) as filed with the SEC on March 30, 2026.

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements.

The accompanying Condensed Consolidated Financial Statements and related financial information should be read together with the audited Consolidated Financial Statements and footnotes for the year ended December 31, 2025, included in the 2025 Annual Report.

Liquidity, Going Concern, and Capital Resources

Sangamo is currently working on a number of long-term development projects that involve experimental technologies. The projects will require several years and substantial expenditures to complete and ultimately may be unsuccessful. In recent years, the Company’s operations have been funded primarily through collaborations and strategic partnerships, research grants and from the issuance of equity securities. As of March 31, 2026, the Company had cash and cash equivalents of $27.6 million.

Under Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern (“ASC Topic 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the Condensed Consolidated Financial Statements are issued. As required under ASC Topic 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the Condensed Consolidated Financial Statements are issued. When substantial doubt exists, management evaluates whether the mitigating effects of its plans sufficiently alleviate the substantial doubt about the Company’s ability to continue as a going concern. The mitigating effects of management’s plans, however, are only considered if both (i) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (ii) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved by the Company’s Board of Directors before the date that the financial statements are issued.

Table of Contents

The Company’s history of significant losses, its negative cash flows from operations, its negative working capital, its limited liquidity resources currently on hand, and its dependence on substantial additional financing to fund its operations after the current resources are exhausted raise substantial doubt about its ability to continue to operate as a going concern within one year after the date that the Condensed Consolidated Financial Statements are issued. Based on the Company’s current operating plan, management believes that substantial doubt exists about the Company’s ability to continue as a going concern for a period of twelve months from the date these Condensed Consolidated Financial Statements are issued.

Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to support the Company’s cost structure and operating plan. Management’s plans include, among other things, pursuing one or more of the following steps to raise additional capital, none of which can be guaranteed or are entirely within the Company’s control:

•raise funding through the sale of the Company’s common stock, including sales under the at-the-market offering program with Jefferies LLC;

•enter into collaborations or transactions with potential partners to raise capital for the advancement of the Company’s product pipeline; and

•raise funding through debt financing.

If the Company is unable to raise capital in a timely manner on acceptable terms, or at all, or if it is unable to procure collaboration arrangements or external direct investments to advance its programs, the Company will be required to discontinue some or all of its operations or develop and implement a plan to further extend payables, reduce overhead or further scale back its current operating plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan would be successful. Additional capital may not be available to the Company on a timely basis, on terms that are acceptable or at all. In particular, the perception of the Company’s ability to continue to operate as a going concern has made and will continue to make it more difficult to obtain financing for the continuation of its operations, particularly in light of currently challenging macroeconomic and market conditions. Further, the Company has been and may continue to be unable to attract new investments as a result of the speculative nature of its newly reprioritized core neurology preclinical programs and the absence of partners to progress its more advanced clinical programs. In this regard, the Company’s ability to fund its operations and to advance the development of its technologies and product candidates will remain wholly dependent on its ability to secure collaborations or other transactions for its more advanced clinical-stage programs that provide significant upfront funding. If the Company is not able to consummate such collaborations or transactions for these more advanced clinical-stage programs, the Company will not be able to secure sufficient capital to continue to operate as a going concern and to advance the development of its technologies and product candidates. If adequate funds are not available to the Company on a timely basis, or at all, the Company will be required to take significant additional actions to address its liquidity needs, including substantial additional cost reduction measures such as further reducing operating expenses and further delaying, reducing the scope of, altering or discontinuing entirely its research and development activities, which would have a material adverse effect on its business and prospects. In this regard, the Company has periodically reduced its headcount, and is actively considering a variety of additional significant cost-cutting measures designed to preserve cash resources and the value of assets including, among others, further reductions in its workforce. Moreover, in the light of the Company’s current financial position, the Company has deferred many investments in its programs until adequate capital becomes available. If the Company is unable to consummate one or more transactions to provide for, or enable, the substantial additional funding needed to operate its business in the very near term, its business and prospects would be materially and adversely affected, and at any time the Company may elect to or may be required to cease operations entirely, liquidate all or a portion of its assets, and/or seek protection under the U.S. Bankruptcy Code in the very near term.

The accompanying Condensed Consolidated Financial Statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Condensed Consolidated Financial Statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and the accompanying notes. On an ongoing basis, management evaluates its estimates including critical accounting policies or estimates related to revenue recognition, fair value of assets and liabilities, useful lives and impairment of long-lived assets, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other

Table of Contents

relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Revenue Recognition

The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company’s contract revenues are derived from collaboration agreements including licensing arrangements and research services. Research and license agreements typically include nonrefundable upfront signing or license fees, payments at negotiated rates for time incurred by Company researchers, third-party cost reimbursements, additional target selection fees, sublicense fees, milestone payments tied to ongoing development and product commercialization, and royalties on future licensees’ product sales. All funds received from the Company’s collaboration partners are generally not refundable. Non-refundable upfront fees are fixed at the commencement of the contract. All other fees represent variable consideration in contracts. For contracts that contain a provision where the Company reimburses its customer for certain costs they incur and where the Company does not acquire any distinct goods or services in exchange for such payments, the Company accounts for it as a reduction to the contract transaction price. Deferred revenue primarily represents the portion of nonrefundable upfront fees received but not earned.

In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Some performance obligations in the Company’s collaboration agreements represent distinct bundles of licenses of intellectual property and research and development services, with these components being individually non-distinct as the customer cannot benefit from the licenses independently from the research and development activities. In some instances, the Company has determined that the customer can benefit from the licensed intellectual property separately from the research and development activities, and the licenses of intellectual property and research and development services are individual distinct performance obligations. Options to license the Company’s intellectual property and/or acquire research and development services also represent performance obligations when they grant customers a material right, e.g. a right to a discount the customer would not have received if they did not purchase the Company’s services under the existing contract.

Revenues from grants of licenses to intellectual property that are distinct and therefore separate performance obligations are recognized at the point in time when the license is effective and the Company has completed the transfer of a copy of the licensed intellectual property to the customer. Revenues from distinct research and development services as well as from distinct bundles of licenses of intellectual property and research and development services, are generally recognized over time using a proportional performance method. Under this method, revenue is recognized by measuring progress towards satisfaction of the relevant performance obligation using a measure that best depicts the progress towards satisfaction of the relevant performance obligation. For most of the Company’s agreements the measure of progress is an input measure based on the level of effort incurred, which includes the value of actual time by Company researchers plus third-party cost reimbursements. When research and development services do not meet the criteria for recognition over time, revenue is recognized once the customer has received control of the specified services, e.g. when the requisite deliverables are provided.

Consideration allocated to options that represent material rights is deferred until the options are exercised or expire. The exercise of such options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance obligations.

Significant management judgment is required to determine the level of effort required under an arrangement, and the period over which the Company expects to complete its performance obligations under the arrangement. Changes in these estimates can have a material effect on revenue recognized. If the Company cannot reasonably estimate when its performance obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably make such estimates. For variable consideration, the amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. A cumulative catch-up is then recorded in the current period to reflect the updated transaction price and the updated measure of progress. The estimated period of performance and level of effort, including the value of Company researchers’ time and third-party costs, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current expectations.

Table of Contents

As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the standalone selling price of each performance obligation identified in the contract. The Company uses key assumptions to determine the standalone selling price, which may include forecasted revenues, development timelines, discount rates and probabilities of exercise of technical and regulatory success, and the expected level of effort for research and development services.

Contract modifications occur when the price and/or scope of an arrangement changes. If the modification consists of adding new distinct goods or services in exchange for consideration that reflects standalone selling prices of these goods and services, the modification is accounted for as a separate contract with the customer. Otherwise, if the remaining goods and services are distinct from those previously provided, the existing contract is considered terminated, and the remaining consideration is allocated to the remaining goods and services as if this was a newly signed contract. If the remaining goods and services are not distinct from those previously provided, the effects of the modification are accounted for in a manner similar to the effect of a change in the estimated measure of progress, with cumulative catch-up in revenue recorded at the time of the modification. If some of the remaining goods and services are distinct from those previously provided and others are not, to account for the effects of the modification the Company applies principles consistent with the objectives of the modification accounting.

Revenues from collaboration and license agreements as a percentage of total revenues for the three months ended March 31, 2026 and 2025 were as follows:


	Three Months Ended March 31,
	2026		2025
Sigma-Aldrich Corporation	37	%	21	%
Miltenyi Biotec B.V. & Co. KG	35	%	—
Eli Lilly and Company	19	%	—
Pfizer Inc.	—		78	%

Other license agreements	9	%	1	%

Impairment

The Company evaluates the carrying value of long-lived assets, which include property and equipment, leasehold improvements and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be fully recoverable. Recoverability is tested by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. The long-lived asset evaluation is performed at the asset group level, i.e., the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company reassesses the composition of its asset groups whenever there are changes in its operations that affect whether the cash flows associated with assets included in asset groups are largely independent. If the impairment review indicates that the carrying amount of an asset group is not recoverable, an impairment loss is measured as the amount by which the carrying amount of an asset group exceeds its fair value. Any impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the carrying amount of an individual asset cannot be reduced below its fair value.

Factors that may indicate potential impairment and trigger an impairment test include, but are not limited to, general macroeconomic conditions, conditions specific to the industry and market, an adverse change in legal factors, business climate or operational performance of the business, and sustained decline in the Company’s stock price and market capitalization compared to the net book value.

Determining the fair values of an asset group and of individual assets involves significant estimates and assumptions. These estimates and assumptions include, among others, projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparables. Changes in these factors and assumptions used can materially affect the amount of impairment loss recognized in the period the asset was considered impaired.

During the three months ended March 31, 2026 and 2025, no impairment was recorded. The Company will continue to assess whether its long-lived assets are impaired in future periods.

Cash, Cash Equivalents, and Restricted Cash

Sangamo considers all highly liquid investments purchased with original maturities of three months or less at the purchase date to be cash equivalents. Cash and cash equivalents consist of cash and deposits in money market accounts. Restricted

Table of Contents

cash in 2025 consisted of a letter of credit for $1.5 million, representing a deposit for the lease of office and research and development laboratory facility in Brisbane, California.

A reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets to the amounts reported within the accompanying Condensed Consolidated Statements of Cash Flows is as follows (in thousands):


	March 31, 2026		December 31, 2025		March 31, 2025		December 31, 2024
Cash and cash equivalents	$	27,586	$	20,948	$	25,180	$	41,918

Non-current restricted cash	—		—		1,500		1,500
Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows	$	27,586	$	20,948	$	26,680	$	43,418

Leases

The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. Right-of-use assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable.

As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of remaining lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company considers its credit risk, term of the lease, and total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases, calculated as the sum of the amortization of the right-of-use asset and accretion of the lease liability, is recognized on a straight-line basis over the lease term, unless the right-of-use asset was previously written down due to impairment. The Company evaluates the lease arrangement for impairment whenever events or changes in circumstances indicate that the carrying amounts of the right-of-use asset may not be fully recoverable. To the extent an impairment of the right-of-use asset is identified, the Company will recognize the impairment expense and subsequently amortize the remaining right-of-use asset into rent expense on a straight-line basis (unless another systematic basis is more representative of the pattern in which the Company expects to consume the future economic benefits from the asset) from the date of impairment to the earlier of the end of the right-of-use asset’s useful life or the end of the lease term.

If there is a change to the terms and conditions of a contract that results in a change in the scope of or the consideration for a lease, the Company determines if the lease modification results in a separate contract or a change in the accounting for the existing lease and not a separate contract. For lease modifications that result in a separate contract, the Company accounts for the new contract in the same manner as other new leases. For lease modifications that do not result in a separate contract, the Company reassesses the classification of the lease at the effective date of the modification, remeasures and reallocates the remaining consideration in the contract, and remeasures the lease liability using the incremental borrowing rate determined at the effective date of the modification.

The Company has elected not to separate lease and non-lease components for its real estate leases and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement to any leases with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.

Accounts payable

Accounts payable comprise of trade payables due within 12 months from the balance sheet date. The Company maintains agreements for extended credit terms with certain vendors which require periodic installment payments. As the deferral period is less than 12 months, these arrangements with vendors are classified within current accounts payable. Interest and similar charges are recognized as interest expense in the accompanying Condensed Consolidated Statements of Operations.

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiaries is primarily the Euro. Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation

Table of Contents

adjustments are recorded as a component of accumulated other comprehensive loss within stockholders’ equity. Revenues and expenses from the Company’s foreign subsidiaries are translated using the monthly average exchange rates in effect during the period in which the transactions occur. Foreign currency transaction gains during the three months ended March 31, 2026 were $0.7 million, and are recorded in other income (expense), net, on the accompanying Condensed Consolidated Statements of Operations. Foreign currency transaction losses during the three months ended March 31, 2025 were $1.2 million, and are recorded in other income (expense), net, on the accompanying Condensed Consolidated Statements of Operations.

Warrants to Purchase Shares of Company Stock

The Company determines the accounting classification of warrants to purchase shares of its stock as either liability or equity by first assessing whether the warrants meet liability classification criteria in accordance with ASC Topic 480, Distinguishing Liabilities from Equity (“ASC Topic 480”). Under ASC Topic 480, a financial instrument other than an outstanding share that embodies an obligation to repurchase the entity’s shares or is indexed to such an obligation, and that requires or may require the entity to settle it by transferring assets, is classified as a liability. In addition, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception, (b) variations in something other than the fair value of the issuer’s equity shares, or (c) variations inversely related to changes in the fair value of the issuer’s equity shares.

If financial instruments, such as warrants, are not required to be classified as liabilities under ASC Topic 480, the Company assesses whether such instruments are indexed to the Company’s own stock under ASC Topic 815-40, Derivatives and Hedging. In order for an instrument to be considered indexed to an entity’s own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company’s equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. Certain adjustments to this amount are allowed, if they are based on non-levered inputs into the fair value of a fixed price/fixed consideration-option.

Warrants are also required to meet equity classification criteria to be classified in stockholders’ equity. Under these criteria, warrants have to provide for settlement in shares, or cash or shares at the entity’s option. With limited exceptions, a possibility of net cash settlement under any circumstances will result in the warrants being classified as liabilities.

Warrants classified as equity are generally measured using the Black-Scholes valuation model on the date of issuance. Warrants classified as liabilities are remeasured at any reporting date using valuation models consistent with their terms, with changes recognized in earnings.

The Company assesses warrant modifications or exchanges of equity-classified warrants that remain classified as equity in accordance with ASC Topic 815-40 to determine the nature of the transaction the modification or exchange is related to (e.g., an asset or expense purchased, a financing, or another arrangement). The Company recognizes the increase in the value of the warrants in the modification based on the nature of the underlying transaction, as expense, financing issuance cost, or deemed dividend.

Segments

The Company operates in one segment. Management uses a single measure of net loss for its single reportable segment and does not segregate its business for internal reporting. As of March 31, 2026 and December 31, 2025, all of the Company’s property and equipment was located in the United States. For the three months ended March 31, 2026 and 2025, all of the Company’s revenues were generated and earned in the United States.

Recent Accounting Pronouncements

Recently Adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts during the application of the current expected credit loss model for current accounts receivable and current contract assets arising from transactions under ASC Topic 606. The Company adopted ASU 2025-05 as of January 1, 2026 and elected the practical expedient to assume that current conditions at the balance‑sheet date do not change for the remaining life of the asset when developing an estimate of expected credit losses on accounts receivable. The adoption of this standard did not materially impact the Company’s financial statements.

Table of Contents

Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses on an interim and annual basis. ASU 2024-03, as amended by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of adopting ASU 2024-03.

NOTE 2—FAIR VALUE MEASUREMENTS

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and marketable securities. Fair value is determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurements and unobservable (i.e., supported by little or no market activity).

The Company had no marketable securities as of March 31, 2026 and December 31, 2025. The Company had cash equivalents in the form of deposits in money market accounts, which were identified as Level 1 within the fair value hierarchy, amounting to $4.4 million and $3.6 million as of March 31, 2026 and December 31, 2025, respectively.

NOTE 3—CASH EQUIVALENTS

The table below summarizes the Company’s cash equivalents (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
March 31, 2026
Assets
Cash equivalents:
Money market funds	$	4,360	$	—	$	—	$	4,360











Total cash equivalents	$	4,360	$	—	$	—	$	4,360

December 31, 2025
Assets
Cash equivalents:
Money market funds	$	3,592	$	—	$	—	$	3,592










Total cash equivalents	$	3,592	$	—	$	—	$	3,592

NOTE 4—BASIC AND DILUTED NET LOSS PER SHARE

Basic net loss per share has been computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock plus potentially dilutive securities outstanding during the period. Potential shares of common stock exercisable for little or no consideration are included in both basic and diluted weighted-average number of shares of common stock outstanding.

During the three months ended March 31, 2026 and 2025, basic and diluted weighted-average number of shares outstanding were 389.6 million and 220.3 million shares, respectively. During the three months ended March 31, 2026, basic and diluted weighted-average number of shares outstanding included pre-funded warrants to purchase 17.8 million shares of common stock with an exercise price of $0.01 per share. The Company’s outstanding warrants to purchase shares of common stock entitle holders to participate in dividends but are not required to absorb losses incurred, and as a result were excluded from basic net loss per share calculations during the three months ended March 31, 2026 and 2025.

Table of Contents

The computation of diluted net loss per share for the three months ended March 31, 2026 and 2025 excluded 146.5 million and 55.3 million shares, respectively, subject to outstanding stock options, restricted stock units and warrants to purchase shares of common stock, and the shares reserved for issuance under the Company’s employee stock purchase plan because their inclusion would have had an anti-dilutive effect on diluted net loss per share.

NOTE 5—MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES

Eli Lilly and Company

In April 2025, the Company entered into a global capsid delivery license agreement (the “Lilly Agreement”) with Eli Lilly and Company (“Lilly”) to develop intravenously administered genomic medicines to treat certain diseases of the CNS. Under the Lilly Agreement, the Company granted Lilly a worldwide exclusive license to utilize Company’s proprietary, neurotropic adeno-associated virus capsid, STAC-BBB, for one target, with the rights for Lilly to add up to four additional targets during a defined target selection period after paying additional licensed target fees.

Under the Lilly Agreement, the Company received an $18.0 million upfront license payment in April 2025. The Company completed the technology transfer with respect to the initial target and indication in April 2025, and Lilly is solely responsible for all preclinical and clinical development, regulatory interactions, manufacturing and global commercialization of resulting products.

The Company is eligible to earn up to $1.4 billion in additional licensed target fees and milestone payments across the five potential CNS disease targets under the Lilly Agreement, including a license fee for each additional licensed target. In addition, the Company is entitled to receive escalating, tiered mid-single digit to high-single digit royalty payments on the net sales of products sold under these licenses, subject to adjustments for patent expiration, entry of biosimilar or interchangeable products to the market, pricing regulation, and payments made under certain licenses for third-party intellectual property.

The Lilly Agreement will continue, on a product-by-product and country-by-country basis, until the date when there is no remaining royalty payment obligation in such country with respect to such product, at which time the Lilly Agreement will expire with respect to such product in such country. Royalty obligations cease upon the latest of expiration of certain regulatory exclusivities in such country, the last expiration of certain valid patent claims covering such product in such country or 10 years from the date of the first commercial sale of the first product in such country. Lilly has the right to terminate the Lilly Agreement for convenience. Each party has the right to terminate the Lilly Agreement for other party’s uncured material breach and for specified bankruptcy events.

The Company assessed the agreement with Lilly in accordance with ASC Topic 606 and concluded that Lilly is a customer. The initial transaction price includes the upfront license fee of $18.0 million. None of the research or development milestones have been included in the transaction price, as all such amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon successful continuation of research and development activities in future periods. The Company will re-evaluate the transaction price at each reporting date, as certain events are resolved or other changes in circumstances occur. Potential sales-based milestones and royalty payments are not estimated as they meet the sales-or usage-based royalty exception under ASC Topic 606 and are recognized in the period they are earned, provided the related performance obligations have been completed.

The Company has determined that Lilly’s exercise of the options to add additional targets would result in the grant of separate licenses from the license to the initial target. The Company determined that the options to add additional targets are not material rights, and the exercise of each option will be accounted for as a separate revenue contract. Accordingly, the initial contract contains only a single performance obligation to provide functional intellectual property in the form of a license to the initial target, and the full transaction price of $18.0 million was recognized in 2025 upon grant of the license and completion of the technology transfer. No revenue was recognized during the three months ended March 31, 2026. As of March 31, 2026, the Company had no receivable, no deferred revenue, and no amounts currently included in transaction price remaining to be recognized related to the agreement.

In January 2026, the Company entered into a research agreement with Lilly pursuant to which Lilly is funding a research program utilizing its proprietary capsid delivery platform to generate preclinical data on certain next‑generation engineered AAV capsids. The research program consists of multiple parallel work plans designed to evaluate capsid performance across various preclinical models.

Under the terms of the agreement, Lilly is funding the research activities for fixed consideration of approximately $3.2 million. The Company retains ownership of all research data generated under the agreement, subject to a limited review period during which Lilly may evaluate the results for internal research purposes. Lilly also has an option to negotiate an

Table of Contents

exclusive license to certain outputs or evaluated capsids; however, no pricing or other commercial terms are specified for any such license, and any future license would be subject to separate negotiation and agreement.

The agreement did not modify or expand the scope of the licensing arrangements with Lilly, before termination. The promise to provide the preclinical data on the engineered AAV capsids is the sole performance obligation under the contract. Revenue will be recognized upon completion of the work and transfer of the data, as the performance obligation does not meet the criteria to be recognized over time. No revenue was recognized during the three months ended March 31, 2026. As of March 31, 2026, the Company had $0.3 million in deferred revenue, and no receivable related to the agreement.

Astellas Gene Therapies, Inc.

In December 2024, the Company entered into a global capsid delivery license agreement with Astellas Gene Therapies, Inc. (“Astellas”), or the Astellas Agreement. Under the terms of the Astellas Agreement, the Company granted an exclusive license to Astellas to the Company’s proprietary, neurotropic adeno-associated virus capsid, STAC-BBB, for use with therapies directed to an initial neurodevelopmental target and up to four additional targets and for up to three indications per target. In addition, Astellas has a potential right to exchange its license to the STAC-BBB capsid for a license to another capsid. This substitution right may be exercised twice during the initial three-year period of the Astellas Agreement and is subject to the availability of a substitute capsid at the time the request is made. The Company is prohibited from exploiting (for itself or with or for a third party) products directed to the initial target, any reserved targets, and any additional licensed targets under the Astellas Agreement for licensed or reserved indications during the applicable exclusivity periods set forth in the Astellas Agreement.

The Company completed the technology transfer with respect to the initial target and indication in December 2024, and Astellas is solely responsible for all preclinical and clinical development, regulatory interactions, manufacturing and global commercialization of resulting products.

In December 2024, the Company received a $20.0 million upfront license payment from Astellas under the Astellas Agreement. Under the terms of the Astellas Agreement, the Company is also eligible to earn up to $1.3 billion in license fees and research, development and commercial milestones across up to five potential targets, including a license fee for each additional licensed target. In addition, the Company is also entitled to receive escalating, tiered mid-single digit to high-single digit royalty payments on the net sales of products sold under these licenses, subject to adjustments for patent expiration, entry of biosimilar or interchangeable products to the market and payments made under certain licenses for third-party intellectual property.

The Astellas Agreement will continue, on a product-by-product and country-by-country basis, until the date when there is no remaining royalty payment obligation in such country with respect to such product, at which time the Astellas Agreement will expire with respect to such product in such country. Royalty obligations cease upon the latest of expiration of regulatory exclusivity for such product in such country, the last expiration of certain valid patent claims covering such product in such country or 10 years from the date of the first commercial sale of such product in such country. Astellas has the right to terminate the Astellas Agreement for convenience. Each party has the right to terminate the Astellas Agreement for other party’s uncured material breach and for specified bankruptcy events. The Company also has the right to terminate the Astellas Agreement if Astellas challenges any of the Company’s licensed patents under the Astellas Agreement.

The Company assessed the agreement with Astellas in accordance with ASC Topic 606 and concluded that Astellas is a customer. The initial transaction price includes the upfront license fee of $20.0 million. None of the research or development milestones have been included in the transaction price, as all such amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon successful continuation of research and development activities in future periods. The Company will re-evaluate the transaction price at each reporting date, as certain events are resolved or other changes in circumstances occur. Potential sales-based milestones and royalty payments are not estimated as they meet the sales-or usage-based royalty exception under ASC Topic 606 and are recognized in the period they are earned, provided the related performance obligations have been completed.

The Company has determined that Astellas’ option to add additional targets and indications would result in the grant of separate licenses from the license to the initial target and indication. Rights to these optional licenses can be acquired by Astellas at a discount from their standalone selling price, and accordingly, represent material rights granted to Astellas. Both the initial and any optional licenses are distinct and license Astellas to use functional intellectual property. Accordingly, they would be recognized at a point in time when granted, provided Astellas has received a copy of the associated intellectual property. Optional licenses will not be recognized until exercise of the underlying option or until expiration of the option.

Table of Contents

with material rights were the implied level of discount and the probability of the option exercise. Of the transaction price of $20.0 million, $6.5 million was allocated to the initial license, and $13.5 million to the options for additional licensed targets.

The initial license was transferred upon completion of the technology transfer in December 2024, and the associated amount of $6.5 million recognized in revenue at that time. In December 2025, the Company recognized $7.6 million in revenue upon expiration of Astellas’ unexercised option to license the initial target for additional indications. As of March 31, 2026, the Company had deferred revenue of $5.9 million related to the options with material rights, which is classified as non-current based on the contractually required timing of exercise or expiration of the underlying options within the next three years. As of March 31, 2026, the Company had no receivable related to the agreement.

There were no revenues recognized under the agreement during the three months ended March 31, 2026 and 2025.

Genentech, Inc.

In August 2024, the Company entered into a global epigenetic regulation and capsid delivery license agreement with Genentech, Inc., a member of the Roche Group (“Genentech”) to develop intravenously administered genomic medicines to treat certain neurodegenerative diseases. Under the terms of the agreement, the Company granted an exclusive license to Genentech for the Company’s proprietary zinc finger repressors (“ZFRs”) that are directed to tau and a second undisclosed neurology target. The Company also granted an exclusive license to Genentech to the Company’s proprietary, neurotropic adeno-associated virus capsid, STAC-BBB, for use with therapies directed to tau and to the second neurology target. The Company is prohibited from exploiting (for itself or with or for a third party) products directed to tau and to the second neurology target during the applicable exclusivity periods set forth in the agreement. The Company was responsible for completing the technology transfer and certain preclinical activities, and Genentech is solely responsible for all clinical development, regulatory interactions, manufacturing and global commercialization of resulting products.

In August 2024, the Company received a $40.0 million upfront license payment from Genentech. In October 2024, the Company received a $10.0 million milestone payment related to the technology transfer. Under the terms of the agreement, the Company is also eligible to earn up to $1.9 billion in development and commercial milestones spread across multiple potential products. In addition, the Company is also entitled to receive escalating, tiered mid-single digit to sub-teen double digit royalty payments on the net sales of such products, subject to adjustments for patent expiration, entry of competitive products to the market and payments made under certain licenses for third-party intellectual property.

The agreement will continue, on a product-by-product and country-by-country basis, until the date when there is no remaining royalty payment obligation in such country with respect to such product, at which time the agreement will expire with respect to such product in such country. Royalty obligations cease upon the later of expiry of the last valid patent claim covering the product in the country or 10 years from the date of the first commercial sale of the product in such country. Genentech has the right to terminate the agreement for convenience. Each party has the right to terminate the agreement on account of the other party’s uncured material breach.

The Company assessed the agreement with Genentech in accordance with ASC Topic 606 and concluded that Genentech is a customer. The initial transaction price of $50.0 million includes the upfront license fee of $40.0 million and the $10.0 million technology transfer milestone payment. None of the development milestones have been included in the transaction price, as all such amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved. The Company will re-evaluate the transaction price as uncertain events are resolved or other changes in circumstances occur. Potential sales-based milestones and royalty payments are not estimated as they meet the sales-or usage-based royalty exception under ASC Topic 606 and are recognized in the period they are earned, provided the related performance obligations have been completed.

The Company has identified two performance obligations within the Genentech Agreement. All licenses were accounted for as a performance obligation to provide functional intellectual property that is satisfied at a point in time that was satisfied upon completion of the technology transfer in September 2024. The preclinical activities represent research and development services and are satisfied over time as the Company conducts and Genentech benefits from the associated activities. Revenue related to the preclinical activities is recognized using an input method of cumulative actual costs incurred relative to total estimated costs.

The Company allocated the initial transaction price to the performance obligations based on the relative standalone selling price of each performance obligation. In the absence of an observable standalone selling price, the Company used a methodology that maximized the use of observable inputs. This included a cost plus margin approach for the preclinical activities, which required the estimation of total costs and an expected margin. The standalone selling price of the licenses was determined based on the analysis of the probability-adjusted discounted cash flows and potential sales of licensed products. Significant estimates and assumptions were used that include but are not limited to, expected market opportunity and pricing, timelines, and likelihood of success of clinical, regulatory and commercialization activities. The Company expects to allocate variable

Table of Contents

consideration payable upon achievement of future milestones and royalty payments to the specific performance obligation to which they relate, i.e. the license performance obligation, as such allocation would meet the allocation objective in ASC Topic 606.

As of March 31, 2026, the Company had no receivable, no deferred revenue, and no amounts included in transaction price remaining to be recognized related to the agreement.

There were no revenues recognized under the agreement during the three months ended March 31, 2026 and 2025.

Pfizer Inc.

In May 2017, the Company entered into an exclusive global collaboration and license agreement with Pfizer Inc. (“Pfizer”), pursuant to which it established a collaboration for the research, development and commercialization of giroctocogene fitelparvovec, its gene therapy product candidate for hemophilia A, and closely related products.

In December 2024, Pfizer notified the Company of its termination for convenience, effective April 21, 2025 (the “Pfizer Termination Date”), of the collaboration agreement. Pfizer had indicated to Sangamo that the termination relates to its decision not to submit a Biologics License Application or Marketing Authorization Application for, or pursue commercialization of, giroctocogene fitelparvovec. The Company accounted for the notice of termination of the agreement by Pfizer as a modification in accordance with ASC Topic 606. As of the Pfizer Termination Date, the collaboration agreement terminated pursuant to the terms of the collaboration agreement. Sangamo is entitled to receive from Pfizer an exclusive, worldwide, royalty-bearing, sublicensable license from Pfizer to use Pfizer’s relevant intellectual property to continue developing, manufacturing and commercializing giroctocogene fitelparvovec; in return, Pfizer would be eligible to receive single digit royalties on net sales of giroctocogene fitelparvovec and would be released from certain liabilities to the extent they exist.

Under this agreement, the Company was responsible for conducting the Phase 1/2 clinical trial and for certain manufacturing activities for giroctocogene fitelparvovec, while Pfizer was responsible for subsequent worldwide development, manufacturing, marketing and commercialization of giroctocogene fitelparvovec.

Subject to the terms of the agreement, the Company granted Pfizer an exclusive worldwide royalty-bearing license, with the right to grant sublicenses, to use certain technology controlled by the Company for the purpose of developing, manufacturing and commercializing giroctocogene fitelparvovec and related products. Pfizer granted the Company a non-exclusive, worldwide, royalty-free, fully paid license, with the right to grant sublicenses, to use certain manufacturing technology developed under the agreement and controlled by Pfizer to manufacture the Company’s products that utilize the AAV delivery system.

The agreement had a term that continued on a per product and per country basis until the later of (i) the expiration of patent claims that cover the product in a country, (ii) the expiration of regulatory exclusivity for a product in a country, and (iii) 15 years after the first commercial sale of a product in a country. Pfizer had the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement could also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. Upon termination for any reason, the license granted by the Company to Pfizer to develop, manufacture and commercialize giroctocogene fitelparvovec and related products automatically terminates. Upon termination by the Company for cause or by Pfizer in any country or countries, Pfizer will automatically grant the Company an exclusive, royalty-bearing license under certain technology controlled by Pfizer to develop, manufacture and commercialize giroctocogene fitelparvovec in the terminated country or countries.

Upon execution of the agreement, the Company received an upfront fee of $70.0 million and was eligible to receive up to $208.5 million in payments upon the achievement of specified clinical development, intellectual property and regulatory milestones and up to $266.5 million in payments upon first commercial sale milestones for giroctocogene fitelparvovec and potentially other products. To date, two milestones of $55.0 million in aggregate had been achieved and paid. In addition, Pfizer had agreed to pay the Company royalties for each potential licensed product developed under the agreement that are 14% - 20% of the annual worldwide net sales of such product and are subject to reduction due to patent expiration, entry of biosimilar products to the market and payment made under certain licenses for third-party intellectual property.

The Company assessed the agreement with Pfizer in accordance with ASC Topic 606 and concluded that Pfizer was a customer. The Company completed its performance obligations and recognized the amounts included in the transaction price of $134.0 million during the periods through December 31, 2020.

Following the receipt of the termination notice, the Company was entitled to receive $5.0 million payable 60 days after the effective date of the termination, unless the Company transferred a specified sublicense to Pfizer, prior to termination, in which case it was payable 30 days after such transfer. Sangamo transferred the specified sublicense to Pfizer and recognized the $5.0 million in revenue during the three months ended March 31, 2025. Pfizer is not obligated to pay the Company any additional milestone payments and royalties. No revenue was recognized under the agreement during the three months ended March 31, 2026.

Table of Contents

Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease

In December 2017, the Company entered into an exclusive, global collaboration and license agreement with Pfizer, subsequently assigned to Alexion, AstraZeneca Rare Disease (“Alexion”) in September 2023, for the development and commercialization of potential gene therapy products that use zinc finger transcriptional regulators (“ZF-transcriptional regulators”) to treat amyotrophic lateral sclerosis and frontotemporal lobar degeneration linked to mutations of the C9ORF72 gene. Pursuant to this agreement, the Company agreed to work with Pfizer on a research program to identify, characterize and preclinically develop ZF-transcriptional regulators that bind to and specifically reduce expression of the mutant form of the C9ORF72 gene.

Subject to the terms of this agreement, the Company granted Pfizer (now Alexion) an exclusive, royalty-bearing, worldwide license under the Company’s relevant patents and know-how to develop, manufacture and commercialize gene therapy products that use resulting ZF-transcriptional regulators that satisfy pre-agreed criteria. During a specified period, neither the Company nor Alexion will be permitted to research, develop, manufacture or commercialize outside of the collaboration any zinc finger proteins (“ZFPs”) that specifically bind to the C9ORF72 gene.

Unless earlier terminated, the agreement has a term that continues on a per licensed product and per country basis until the later of (i) the expiration of patent claims that cover the licensed product in a country, (ii) the expiration of regulatory exclusivity for a licensed product in a country, and (iii) 15 years after the first commercial sale of a licensed product in a major market country. Alexion also has the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement may also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. Upon termination for any reason, the license granted by the Company to Alexion to develop, manufacture and commercialize licensed products under the agreement would automatically terminate. Upon termination by the Company for cause or by Alexion without cause for any licensed product or licensed products in any country or countries, the Company would have the right to negotiate with Alexion to obtain a non-exclusive, royalty-bearing license under certain technology controlled by Alexion to develop, manufacture and commercialize the licensed product or licensed products in the terminated country or countries.

Following any termination by the Company for Alexion’s material breach, Alexion would not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time. Following any termination by Alexion for the Company’s material breach, the Company would not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time.

The Company received a $12.0 million upfront payment from Pfizer and is eligible to receive up to $60.0 million in development milestone payments from Alexion contingent on the achievement of specified preclinical development, clinical development and first commercial sale milestones, and up to $90.0 million in commercial milestone payments if annual worldwide net sales of the licensed products reach specified levels. In addition, Alexion will pay the Company royalties of 14% - 20% of the annual worldwide net sales of the licensed products. These royalty payments are subject to reduction due to patent expiration, entry of biosimilar products to the market and payments made under certain licenses for third-party intellectual property. Each party is responsible for the cost of its performance of the research program. Alexion is operationally and financially responsible for subsequent development, manufacturing and commercialization of the licensed products. To date, a milestone of $5.0 million has been earned and paid, however no products have been approved and therefore no royalty fees have been earned under the C9ORF72 agreement.

The Company assessed the agreement with Alexion in accordance with ASC Topic 606 and concluded that Alexion is a customer. The Company completed its performance obligations and recognized the amounts included in the transaction price of $17.0 million during the periods through December 31, 2020. No revenue was recognized during the three months ended March 31, 2026 and 2025. The remaining development milestone amounts have not been included in the transaction price and have not been recognized as their achievement is dependent on the progress and outcomes of Alexion’s development activities and is therefore uncertain. If and when these milestones become probable of being achieved, they would be recognized in full at that time. Sales related milestones and royalties are not recognized until triggered based on the contractual terms.

In October 2023, Pfizer notified the Company of Pfizer’s assignment of the collaboration and license agreement to Alexion, AstraZeneca Rare Disease, pursuant to a definitive purchase and license agreement for preclinical gene therapy assets and enabling technologies that closed on September 20, 2023.

Table of Contents

NOTE 6—STOCK-BASED COMPENSATION

The following table shows total stock-based compensation expense recognized in the accompanying Condensed Consolidated Statements of Operations (in thousands):


	Three Months Ended March 31,
	2026		2025
Research and development	$	563	$	1,238
General and administrative	429		1,358
Total stock-based compensation expense	$	992	$	2,596

NOTE 7—STOCKHOLDERS’ EQUITY

At-the-Market Offering Program

The Company is party to an Open Market Sale Agreement℠ with Jefferies LLC (“Jefferies”), as amended, with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of the Company’s common stock having an aggregate offering price of up to $325.0 million through Jefferies as the Company’s sales agent or principal. Approximately $129.5 million remained available under the sales agreement as of March 31, 2026. The Company sold 9.3 million and 9.5 million shares of its common stock for net proceeds of approximately $3.7 million and $10.4 million, respectively, during the three months ended March 31, 2026 and 2025.

Issuance and Sale of Common Stock and Warrants

2026 Underwritten Offering

On February 3, 2026, the Company entered into an underwriting agreement (the “2026 Underwriting Agreement”) with Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC (the “Underwriters”), relating to the issuance and sale (the “2026 Offering”) of 35.2 million shares of common stock, and pre-funded warrants to purchase 17.8 million shares of common stock (the “2026 Pre-Funded Warrants”), together with accompanying warrants to purchase 53.0 million shares of common stock (the “2026 Common Warrants” and together with the 2026 Pre-Funded Warrants, the “2026 Warrants”). The common stock and 2026 Pre-Funded Warrants were sold in combination with an accompanying 2026 Common Warrant to purchase one share of common stock issued for each share of common stock or 2026 Pre-Funded Warrant sold. The combined offering price of each share of common stock and accompanying 2026 Common Warrant was $0.4719. The combined offering price of each 2026 Pre-Funded Warrant and accompanying 2026 Common Warrant was $0.4619. The 2026 Pre-Funded Warrants have an exercise price of $0.01 per share of common stock. The 2026 Common Warrants are exercisable at any time after August 4, 2026 with an exercise price of $0.4719 per share and expire in August 2031.

The Company received aggregate net proceeds of $22.8 million, after deducting underwriting discounts and commissions of $1.5 million and other offering costs of $0.5 million.

The 2026 Common Warrants and 2026 Pre-Funded Warrants were determined to be equity-classified. Accordingly, proceeds from the offering were allocated to common stock, the 2026 Common Warrants and 2026 Pre-Funded Warrants on a relative fair value basis and were recorded in stockholders’ equity. The Company determined that the warrants should be equity classified because they are freestanding financial instruments, do not embody an obligation for the Company to repurchase its shares, do not contain exercise contingencies tied to observable markets or indices, permit the holders to receive a fixed number of shares of common stock upon exercise in exchange for a fixed amount of consideration, subject only to adjustments that are inputs to the fair value of a fixed price/fixed consideration-option, and meet the equity classification criteria.

In February 2026, the Company issued an aggregate of 15.4 million shares of common stock upon the exercise of 2026 Pre-Funded Warrants. In March 2026, the Company issued an aggregate of 2.4 million shares of common stock upon the exercise of 2026 Pre-Funded Warrants. Following these issuances, none of the 2026 Pre-Funded Warrants remain outstanding. The 2026 Common Warrants remained outstanding and unexercised as of March 31, 2026.

In connection with the 2026 Offering, the Company entered into a warrant amendment (the “Warrant Amendment”), pursuant to which the Company agreed to reduce the exercise price of an outstanding common stock warrant originally issued in a registered direct offering in 2024 (the “2024 Offering”) and held by an investor who also participated in the 2026 Offering. The Warrant Amendment reduced the exercise price of the warrant to purchase 23.8 million shares of common stock from $1.00 to $0.4719 (the “Repriced Warrant”). The Repriced Warrant will become exercisable six months from the closing date of the 2026 Offering. In connection with the reduction in exercise price, the Company also agreed to extend the expiration date of the Repriced Warrant through August 2031. Other than as described herein, the terms of the Repriced Warrants remain the same and unchanged. The Warrant Amendment was considered an inducement to participate in the 2026 Offering, and the incremental

Table of Contents

value transferred of $1.3 million was recorded as additional paid-in capital and a reduction in the proceeds from the 2026 Offering. The Repriced Warrant remained outstanding and unexercised as of March 31, 2026.

As of March 31, 2026, the Company had outstanding warrants to purchase 76.8 million shares of common stock with an exercise price of $0.4719 per share that expire in August 2031 (comprising the 53.0 million 2026 Common Warrants issued in the 2026 Offering and the 23.8 million Repriced Warrants originally issued in the 2024 Offering at an exercise price of $1.00 per share and subsequently repriced pursuant to the Warrant Amendment), warrants to purchase 46.6 million shares of common stock with an exercise price of $0.75 per share that expire in May 2031, and warrants to purchase 4.8 million shares of common stock with an exercise price of $1.00 per share that expire in September 2029 (representing the remaining warrants originally issued in the 2024 Offering that were not subject to the Warrant Amendment).

NOTE 8—SEGMENT INFORMATION

The Company has identified its Chief Executive Officer as the chief operating decision maker (“CODM”). Management uses one measure of profitability and does not segregate the Company’s business for internal reporting. Operating results and assets are reviewed by the CODM primarily at the consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, the Company has a single operating and reportable segment comprising all of the Company’s operations.

The key measure of segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s net loss. The CODM uses net loss to assess the Company’s ongoing financial needs in relation to current resources in assessing performance and allocating resources.

The table below details the Company’s revenues, significant expenses, and other segment items and reconciles those amounts to the Company’s consolidated net loss as computed under U.S. GAAP in the accompanying Condensed Consolidated Statements of Operations:


	Three Months Ended March 31,
	2026		2025



Revenues	$	1,442	$	6,437
Less:
Research and development (*)	11,840		15,111
General and administrative (*)	6,396		9,268
Clinical manufacturing operations (*)	12,948		9,656


Stock-based compensation	992		2,596
Other segment items (**)	261		403
Net loss	$	(30,995)	$	(30,597)

(*) Research and development, general and administrative, and clinical manufacturing operations expenses include depreciation and amortization expense, which is included in the Company’s Condensed Consolidated Statements of Cash Flows.

(**) Other segment items include restructuring charges, interest income, other income (expense), net, and income tax expense.

NOTE 9—SUBSEQUENT EVENTS

Transfer to OTCQB Venture Market

On April 28, 2026, the Company received a written notification (the “Delisting Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) of its determination to delist the Company’s common stock as a result of the Company’s ongoing failure to comply with Nasdaq’s minimum bid price requirement. On May 5, 2026, trading of the Company’s common stock on The Nasdaq Capital Market was suspended, and the common stock began trading on the OTCQB Venture Market, an over-the-counter market operated by OTC Markets Group, under its existing symbol “SGMO.”

The Company has requested a hearing before a Nasdaq Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series for the purpose of appealing the Staff’s delisting determination. The hearing date has been set for June 9, 2026. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(d), the Company’s timely request for a hearing has stayed delisting but did not stay the trading suspension of the Company’s common stock from The Nasdaq Capital Market. The Company’s common stock will remain suspended from trading on The Nasdaq Capital Market unless the Panel’s decision issued after the hearing ultimately determines to reinstate trading of the Company’s common stock on The Nasdaq Capital Market.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains trend analysis, estimates and other forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, without limitation, statements containing the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” “will,” and other words of similar import or the negative of those terms or expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties, estimates and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially from those set forth in such forward-looking statements as a result of, but not limited to, the “Risk Factors” described in Part I, Item 1A our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on March 30, 2026, or the 2025 Annual Report, as supplemented by the risks described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. All forward-looking statements about our future plans and expectations are subject to our ability to secure adequate additional funding. You should also read the following discussion and analysis in conjunction with our Condensed Consolidated Financial Statements and accompanying notes included in this Quarterly Report and the Consolidated Financial Statements and accompanying notes thereto included in our 2025 Annual Report. See “Special Note Regarding Forward-Looking Statements.”

Overview

We are a genomic medicine company committed to translating ground-breaking science into medicines that transform the lives of patients and families afflicted with serious neurological diseases. We believe our zinc finger epigenetic regulators are ideally suited to potentially address devastating neurology disorders and our capsid engineering platform has demonstrated the ability to expand delivery beyond currently available intrathecal delivery capsids, including in the central nervous system, or CNS, in preclinical studies.

Corporate Updates

Transition to Trading on OTCQB Venture Market

On April 28, 2026, we received a written notification from Nasdaq of its determination to delist our common stock as a result of our ongoing failure to comply with the minimum bid price requirements for listing on The Nasdaq Capital Market. On May 5, 2026, trading of the Company’s common stock on The Nasdaq Capital Market was suspended and our common stock commenced trading on the OTCQB Venture Market, an over-the-counter market operated by OTC Markets Group, under our existing symbol “SGMO.” We have requested a hearing before a Nasdaq Hearings Panel for the purpose of appealing the delisting determination. The hearing date has been set for June 9, 2026. Our timely request for a hearing has stayed delisting but did not stay the trading suspension of our common stock from The Nasdaq Capital Market. Our common stock will remain suspended from trading on The Nasdaq Capital Market unless the Nasdaq Hearing Panel’s decision issued after the hearing ultimately determines to reinstate trading of our common stock on The Nasdaq Capital Market.

Financial Position – Going Concern

Based on our current operating plan, including the implementation of potential additional cost reduction measures, we estimate that our cash and cash equivalents as of March 31, 2026 will be sufficient to meet our liquidity requirements only into the third quarter of 2026. This estimate regarding our cash resources is based on assumptions that are inherently uncertain, and actual results could differ materially from those estimates. In this regard, we could use our available capital resources sooner than we currently expect and changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate. Although we believe our cash and cash equivalents, including the implementation of potential additional cost reduction measures, could fund our planned operations into the third quarter of 2026, unless we secure substantial upfront funding through a significant partnership or other transaction for our programs in the very near term, we expect that we will need to significantly scale back our operations and focus substantially all of our efforts on pursuing strategic alternatives to maximize the value of our assets for our stockholders and creditors. In particular, at any time we may determine that it is in the best interest of our stockholders and creditors to cease operations entirely, liquidate all or a portion of our assets, and/or seek protection under the U.S. Bankruptcy Code in the very near term. We have explored, and will continue to explore, whether filing for bankruptcy protection is in the best interest of Sangamo and our stakeholders and the most advantageous time for such filing in order to preserve sufficient resources to undertake an appropriate bankruptcy process.

Table of Contents

going concern is dependent upon our ability to raise substantial additional capital to fund our operations and support our research and development endeavors, including to progress our preclinical and clinical programs as described in this Quarterly Report. We need substantial additional capital in order to continue to operate as a going concern and fund our operations. We have been actively seeking, and will continue to actively seek, substantial additional capital, including through additional strategic collaborations and other direct investments in our programs, public or private equity or debt financing, and other sources. The substantial additional capital needed to support our operations and to continue to operate as a going concern may not be available on acceptable terms or at all. In particular, the perception of our ability to continue to operate as a going concern has made and will continue to make it more difficult to obtain financing for the continuation of our operations, particularly in light of currently challenging macroeconomic and market conditions. Moreover, the trading of our common stock on The Nasdaq Capital Market has been suspended, and our common stock now trades on the OTCQB Venture Market. This transition has resulted, and may continue to result, in downward pressure on the market price of our common stock, and could adversely affect the liquidity of our common stock and ultimately our ability to raise sufficient additional capital to fund our operations and to continue to operate as a going concern. See “Risk Factors—Trading of our common stock on The Nasdaq Capital Market was suspended on May 5, 2026 due to our failure to meet Nasdaq’s minimum bid price requirement, and our common stock now trades on the OTCQB Venture Market. This transition has resulted, and may continue to result, in a decrease in the market price of our common stock and could adversely affect the liquidity of our common stock and our ability to obtain sufficient additional capital to fund our operations and to continue to operate as a going concern.” Further, we have been and may continue to be unable to attract new investments as a result of the speculative nature of our newly reprioritized core neurology preclinical programs and the absence of partners to progress our more advanced clinical-stage programs. In this regard, our ability to fund our current operations and to advance the development of our technologies and product candidates and to extend our cash resources beyond the third quarter of 2026 will remain wholly dependent on our ability to secure collaborations or other transactions for our more advanced clinical-stage programs that provide significant upfront funding in the very near term. If we are not able to execute such collaborations or transactions for these more advanced clinical-stage programs in the very near term, we will not be able to secure sufficient capital to continue to operate as a going concern and to advance the development of our technologies and product candidates. In particular, despite an extensive, long-term process to secure a commercialization partner for our Fabry disease program, we are currently only in the early stages of discussions with potential counterparties. There can be no assurance that such current or potential future discussions will meaningfully advance at all or ultimately result in transactions that provide us with the substantial capital we need, and if we are unable to execute one or more such transactions for our more advanced clinical-stage programs in the very near term, particularly our Fabry disease program, we will be unable to secure the substantial additional capital needed to support our operations and to continue to operate as a going concern. If adequate funds are not available to us in the very near term, we will be required to take significant additional actions to address our liquidity needs, including substantial additional cost reduction measures such as further reducing operating expenses and further delaying, reducing the scope of, altering or discontinuing entirely our research and development activities. In this regard, we have periodically, including recently, reduced our headcount, and we are actively considering a variety of additional significant cost-cutting measures designed to preserve our cash resources and the value of our assets including, among others, further reductions in our workforce. Moreover, in light of our current financial position, we have deferred many investments in our programs until adequate capital becomes available. Accordingly, we do not expect significant progress with respect to any of our programs unless and until substantial additional funding is obtained. If we are unable to consummate one or more transactions to provide for, or enable, the substantial additional funding needed to operate our business in the very near term, our business and prospects would be materially and adversely affected, and at any time we may elect to or may be required to cease operations entirely, liquidate all or a portion of our assets, and/or seek protection under the U.S. Bankruptcy Code in the very near term, and you may lose all or part of your investment. See “—Liquidity and Capital Resources.”

Core Preclinical Neurology Programs and Technology

Our neurology development is focused on development of epigenetic regulation therapies to treat serious neurological diseases using novel engineered adeno-associated virus, or AAV, capsids to deliver our therapies to the intended neurological targets. Initial indications for our wholly owned preclinical programs include small fiber neuropathy, or SFN, a type of chronic neuropathic pain, and prion disease. As we estimate that our cash and cash equivalents as of March 31, 2026, including the implementation of potential additional cost reduction measures, will be sufficient to meet our liquidity requirements only into the third quarter of 2026, our plans and expectations discussed below are subject to our ability to secure adequate additional funding, which we may be unable to do in a timely manner or at all.

Chronic Neuropathic Pain – ST-503

•Six clinical sites are activated for the Phase 1/2 STAND study evaluating ST-503, an investigational epigenetic regulator for the treatment of intractable pain due to SFN, a type of chronic neuropathic pain.

•In March, a manuscript was published in Science Translational Medicine detailing the preclinical safety and pharmacology of ST-503 in human neurons, mice and nonhuman primates.

Table of Contents

Prion Disease – ST-506

•Clinical Trial Application, or CTA, enabling activities have commenced for ST-506, an investigational epigenetic regulator for the treatment of prion disease, leveraging STAC-BBB, our novel proprietary neurotropic AAV capsid.

•This quarter, we held a productive interaction with the U.K.’s Medicines and Healthcare products Regulatory Agency, or MHRA, including alignment on diagnostic testing, analytical validation and nonclinical safety matters.

•The Good Laboratory Practice, or GLP, toxicology study has been completed and analysis is ongoing.

Clinical Programs

Fabry Disease

•In February 2026, we announced the presentation of clinical data from our registrational Phase 1/2 STAAR study evaluating isaralgagene civaparvovec, or ST-920, a wholly owned gene therapy product candidate for the treatment of Fabry disease, in four clinical and nonclinical platform and poster presentations at the 22nd Annual WORLDSymposiumTM that took place in San Diego, CA, February 2-6, 2026. The data showed that as of the April 10, 2025 data cutoff date, the totality of data demonstrates the potential of isaralgagene civaparvovec as a one-time, well-tolerated and durable gene therapy treatment option for Fabry disease to provide meaningful, multi-organ clinical benefits that could fundamentally shift the Fabry treatment paradigm. A positive mean annualized estimated glomerular filtration rate, or eGFR, slope of 1.965 mL/min/1.73m2/year (95% confidence interval, or CI: -0.153, 4.083) at 52-weeks was observed across all 32 dosed patients, indicating an improvement in renal function. Furthermore, a mean annualized eGFR slope of 1.747 mL/min/1.73m2/year (95% CI: -0.106, 3.601) was observed for the 19 patients who had achieved 104-weeks of follow-up. Stable cardiac function was observed over one year, including consistent cardiac structural stability across clinical and demographic subgroups. Durability of effect was demonstrated with elevated expression of alpha-galactosidase A, or α-Gal A, activity maintained for up to 4.5 years for the longest treated patient, alongside statistically significant Quality of Life improvements and other clinical benefits. Isaralgagene civaparvovec demonstrated a favorable safety and tolerability profile in the study, without the requirement for preconditioning.

•Isaralgagene civaparvovec has a clear pathway to accelerated approval from the U.S. Food and Drug Administration, or FDA, using mean annualized estimated glomerular filtration rate, or eGFR, slope at 52-weeks across all dosed patients in the study. The FDA has recently affirmed to us that two-year eGFR data may serve as confirmatory evidence for traditional approval.

•The rolling submission of a Biologics License Application, or BLA, to the FDA seeking approval of isaralgagene civaparvovec is in progress under an Accelerated Approval pathway. We have submitted the preclinical and clinical modules to the FDA for review. In addition, the antibody assay companion diagnostic, which is designed to screen patients for eligibility with isaralgagene civaparvovec, has been submitted to, and accepted by, the FDA’s Center for Devices and Radiological Health, or CDRH, seeking Premarket Approval, or PMA.

•We continue to develop the Chemistry, Manufacturing and Controls, or CMC, module, ahead of completion of the rolling BLA submission for isaralgagene civaparvovec, currently expected to occur as early as the summer of 2026 subject to our ability to secure adequate additional funding, while we continue business development discussions for a potential Fabry commercialization agreement.

American Society of Gene and Cell Therapy, or ASGCT, Annual Meeting

•Participated in the 29th ASGCT Annual Meeting that took place May 11-15, 2026, in Boston, MA, to present the progression of our neurology pipeline, including advances in zinc finger epigenetic regulation and developments in modular integrase technology.

Collaborations

Our collaborations with biopharmaceutical companies bring us important financial and strategic benefits and reinforce the potential of our research and development efforts and our zinc finger, or ZF, technology platform. They leverage our collaborators’ therapeutic and clinical expertise and commercial resources with the goal of bringing our medicines more rapidly to patients. We believe these collaborations will potentially expand the addressable markets of our product candidates. To date, we have received approximately $911.0 million in upfront licensing fees, milestone payments and proceeds from sale of our common stock to collaborators and have the opportunity to earn up to $4.8 billion in potential future milestone payments from our ongoing collaborations, in addition to potential product royalties.

Table of Contents

Manufacturing & Process Development

We expect to be substantially reliant on external partners to manufacture clinical supply for our neurology portfolio. We retain our in-house analytical and process development capabilities.

Macroeconomic Conditions

Our business and operations and those of our collaborators may be affected by financial instability and declining economic conditions in the United States and other countries, whether caused by political instability and conflict, including the ongoing conflicts in the Middle East, conflict between Russia and Ukraine, potential future government shutdowns, general health crises, or global trade issues and changes in, and ongoing uncertainties with respect to, tariffs and international trade disputes. The macroeconomic environment has led to market disruptions, including significant volatility in commodity prices, credit and capital markets instability, including disruptions in access to bank deposits and lending commitments, supply chain interruptions, fluctuations in interest rates, the imposition of tariffs and global inflationary pressures. These macroeconomic factors could materially and adversely affect our ability to continue to operate as a going concern and could otherwise have a material adverse effect on our business, operations, operating results and financial condition as well as the price of our common stock. In particular, our ability to raise the substantial additional capital we need in order to fund our business and to continue to operate as a going concern may be adversely impacted by these macroeconomic factors, and we cannot be certain that we will be able to obtain the substantial additional capital that we need to support our operations and to continue to operate as a going concern on terms acceptable to us, or at all.

Certain Components of Results of Operations

Our revenues have consisted primarily of revenues from collaboration agreements, including upfront license fees, reimbursements for research services, and milestone achievements, and research grant funding. In 2024, we entered into license agreements for our STAC-BBB capsid with Genentech Inc., a member of the Roche Group, or Genentech, and Astellas Gene Therapies, Inc., or Astellas, and in 2025, we entered into a license agreement for our STAC-BBB capsid with Eli Lilly and Company, or Lilly. We are also party to a license agreement with Miltenyi Biotec B.V. & Co. KG, or Miltenyi, pursuant to which we granted Miltenyi certain rights to use our proprietary technology and related know-how in connection with the research, development, manufacturing and commercialization activities in the cell therapy field. Under these license agreements, we earned upfront license fees and royalties and are eligible to earn potential future payments for additional license targets or upon successful achievement of certain development and/or commercial milestones. We expect revenues to continue to fluctuate from period to period and there can be no assurance that our collaborations or partner reimbursements will continue beyond their initial terms or that we are able to meet the milestones specified in these agreements, or that we will be able to secure additional collaborations. For additional information concerning the terms of our ongoing collaboration agreements, see Note 5 – Major Customers, Partnerships and Strategic Alliances in the accompanying notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

We have historically incurred net losses since inception and expect to incur losses for at least the next several years as we continue our research and development activities. To date, we have funded our operations primarily through the issuance of equity securities and revenues from collaborations and research grants.

Subject to our ability to secure adequate additional funding to continue to operate as a going concern and progress our programs, we expect research and development expenses to increase in the near-term due to Fabry disease program BLA readiness activities and we expect to continue to devote substantial resources to research and development in the future and expect research and development expenses to increase in the next several years if we are successful in raising substantial additional capital and advancing our product candidates from research stage through clinical trials.

General and administrative expenses consist primarily of salaries and personnel related expenses for executive, finance and administrative personnel, stock-based compensation expense, professional fees, allocated facilities and information technology expenses, patent prosecution expenses and other general corporate expenses. Although we expect general and administrative expenses to remain consistent in the near term, we expect the growth of our business to require increased general and administrative expenses if we are successful in raising substantial additional capital and advancing our product candidates from research stage through clinical trials.

Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements and the related disclosures have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of our Condensed Consolidated Financial Statements requires us to make estimates, assumptions and judgments that affect the reported amounts in our Condensed Consolidated Financial Statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments

Table of Contents

about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following policies to be the most critical to an understanding of our financial condition and results of operations because they require us to make estimates, assumptions and judgments about matters that are inherently uncertain.

We believe our critical accounting policies and estimates relating to revenue recognition and valuation of long-lived assets are the most significant estimates and assumptions used in the preparation of our Condensed Consolidated Financial Statements. See Note 1 – Organization, Basis of Presentation and Summary of Significant Accounting Policies in the accompanying notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

There have been no significant changes in our critical accounting policies and estimates during the three months ended March 31, 2026, as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of the 2025 Annual Report.

Results of Operations for the Three Months Ended March 31, 2026 and 2025

Revenues


	Three Months Ended March 31,
	(in thousands, except percentage values)
	2026		2025		Change		%
Revenues	$	1,442	$	6,437	$	(4,995)	(77.6%)

Revenues in 2026 primarily consisted of revenues from the research agreement with Lilly, our license agreement with Miltenyi, and royalties from our license agreements with Sigma-Aldrich Corporation, or Sigma, and Open Monoclonal Technology, Inc. (now Ligand Pharmaceuticals Inc.), or Ligand. We anticipate revenues in the future will be derived primarily from our license agreements.

The decrease of $5.0 million in revenues for the three months ended March 31, 2026, compared to the same period in 2025, was primarily attributable to $5.0 million in revenue relating to our collaboration agreement with Pfizer upon transfer of a specified sublicense in 2025, and a decrease of $0.8 million in revenue relating to our license agreement with Sigma. These decreases were partially offset by $0.5 million in revenue relating to our license agreement with Miltenyi.

Operating expenses


	Three Months Ended March 31,
	(in thousands, except percentage values)
	2026		2025		Change		%
Operating expenses:
Research and development	$	26,570	$	26,006	$	564	2%
General and administrative	6,818		10,059		(3,241)		(32%)


Total operating expenses	$	33,388	$	36,065	$	(2,677)	(7%)

Research and Development Expenses

Research and development expenses consisted primarily of compensation related expenses, including stock-based compensation, laboratory supplies, preclinical and clinical studies, manufacturing clinical supply, contracted research and development, and allocated facilities and information technology expenses.

The increase of $0.6 million in research and development expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily attributable to an increase of $3.7 million in manufacturing expenses, primarily due to BLA readiness activities for our Fabry disease program, which was partially offset by a decrease due to deferral of certain program expenses. These increases were partially offset by lower compensation and other personnel costs of $1.5 million due to changes in variable compensation and lower headcount, and lower facilities, infrastructure related expenses and allocated overhead costs of $1.6 million. Stock-based compensation expense included in research and development expenses was $0.6 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively.

We expect research and development expenses to increase in the near-term due to Fabry disease program BLA readiness activities and advancement of our other research and development programs, subject to our ability to secure adequate additional funding to continue to operate as a going concern. We expect to continue to devote substantial resources to research and development in the future and expect research and development expenses to increase in the next several years if we are successful in raising substantial additional capital to advance our research and clinical pipeline.

Table of Contents

The length of time required to complete our development programs and our development costs for those programs may be impacted by the results of preclinical testing, scope and timing of enrollment in clinical trials for our product candidates, our decisions to pursue development programs in other therapeutic areas, whether we pursue development of our product candidates with a partner or collaborator or independently and our ability to secure the necessary funding to progress the development of our programs. In addition, we are actively seeking commercialization and collaboration partners or a direct external investment, as applicable, to progress our Fabry disease and hemophilia A programs, and capsid and modular integrase platforms. Furthermore, the scope and number of clinical trials required to obtain regulatory approval for each pursued therapeutic area is subject to the input of the applicable regulatory authorities, and we have not yet sought such input for all potential therapeutic areas that we may elect to pursue, and even after having given such input, applicable regulatory authorities may subsequently require additional clinical studies prior to granting regulatory approval based on new data generated by us or other companies, or for other reasons outside of our control. As a condition to any regulatory approval, we may also be subject to post-marketing development commitments, including additional clinical trial requirements. As a result of the uncertainties discussed above, we are unable to determine the duration of or complete costs associated with our development programs.

Our potential therapeutic products are subject to a lengthy and uncertain regulatory process that may not result in our receipt of any necessary regulatory approvals. Failure to receive the necessary regulatory approvals would prevent us from commercializing the product candidates affected. In addition, clinical trials of our product candidates may fail to demonstrate safety and efficacy, which could prevent or significantly delay regulatory approval. A discussion of the risks and uncertainties with respect to our research and development activities, including completing the development of our product candidates, and the consequences to our business, financial position and growth prospects can be found in “Risk Factors” in Part I, Item 1A of the 2025 Annual Report, as supplemented by the risks described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

General and Administrative Expenses

General and administrative expenses consist primarily of compensation related expenses, including stock-based compensation for executive, legal, finance and administrative personnel, professional fees, allocated facilities and information technology expenses, and other general corporate expenses.

The decrease of $3.2 million in general and administrative expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily attributable to lower external professional services expenses of $1.6 million, and lower compensation and other personnel costs of $1.4 million due to changes in variable compensation and lower headcount. Stock-based compensation expense included in general and administrative expenses was $0.4 million and $1.4 million for the three months ended March 31, 2026 and 2025, respectively.

Other income (expense), net

The increase of $1.8 million for the three months ended March 31, 2026, compared to the same period in 2025, was related to fluctuations in foreign currency exchange rates.

Liquidity and Capital Resources

Liquidity

Since inception, we have incurred significant net losses, and we have funded our operations primarily through the issuance of equity securities, payments from corporate collaborators and strategic partners and research grants.

As of March 31, 2026, we had cash and cash equivalents of $27.6 million, compared to cash and cash equivalents of $20.9 million as of December 31, 2025. Our most significant use of capital during the quarter was for external research and development expenses, such as manufacturing, clinical trials, regulatory and preclinical activity related to our therapeutic programs, and employee compensation.

We are party to an Open Market Sale Agreement℠, as amended, or the sales agreement, with Jefferies LLC, providing for the sale of up to $325.0 million of our common stock from time to time in “at-the-market” offerings under an existing shelf registration statement. Approximately $129.5 million remained available under the sales agreement as of March 31, 2026. During the three months ended March 31, 2026, we sold 9.3 million shares of our common stock under the sales agreement for net proceeds of approximately $3.7 million. In February 2026, we issued 35.2 million shares of common stock, and pre‑funded warrants to purchase up to an aggregate of 17.8 million shares of common stock, together with accompanying warrants to purchase up to an aggregate of 53.0 million shares of common stock, for net proceeds of approximately $22.8 million, after deducting underwriting discounts and commissions and other offering costs. In connection with this offering, we entered into a warrant amendment, or the Warrant Amendment, pursuant to which we agreed to reduce the exercise price of outstanding common stock warrants issued on March 26, 2024 and held by the investor in the offering to purchase 23.8 million shares of common stock from $1.00 to $0.4719, or the Repriced Warrants. The Repriced Warrants will become exercisable six months from

Table of Contents

the closing date of the offering. In connection with the reduction in exercise price, we also agreed to extend the expiration date of the Repriced Warrants to be five and a half years from the closing of the offering.

Under Accounting Standard Codification Topic 205-40, Presentation of Financial Statements—Going Concern, or ASC Topic 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are issued. As required under ASC Topic 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the Condensed Consolidated Financial Statements are issued. When substantial doubt exists, management evaluates whether the mitigating effects of its plans sufficiently alleviate the substantial doubt about the company’s ability to continue as a going concern. The mitigating effects of management’s plans, however, are only considered if both (i) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (ii) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved by the company’s Board of Directors before the date that the financial statements are issued.

Based on our current operating plan, including the implementation of potential additional cost reduction measures, we estimate that our cash and cash equivalents as of March 31, 2026, will be sufficient to meet our liquidity requirements only into the third quarter of 2026. This estimate regarding our cash resources is based on assumptions that are inherently uncertain, and actual results could differ materially from those estimates. In this regard, we could use our available capital resources sooner than we currently expect and changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate. Although we believe our cash and cash equivalents could fund our planned operations into the third quarter of 2026, unless we secure substantial upfront funding through a significant partnership or other transaction for our programs in the very near term, we expect that we will need to significantly scale back our operations at that time and focus substantially all of our efforts on pursuing strategic alternatives to maximize the value of our assets for our stockholders and creditors. In particular, at any time we may determine that it is in the best interest of our stockholders and creditors to cease operations entirely, liquidate all or a portion of our assets, and/or seek protection under the U.S. Bankruptcy Code in the very near term. We have explored, and will continue to explore, whether filing for bankruptcy protection is in the best interest of Sangamo and our stakeholders and the most advantageous time for such filing in order to preserve sufficient resources to undertake an appropriate bankruptcy process.

Our history of significant losses, negative cash flows from operations, negative working capital, limited liquidity resources currently on hand and dependence on our ability to obtain additional financing to fund our operations have resulted in management’s assessment that there is substantial doubt about our ability to continue as a going concern for at least the next 12 months from the date the financial statements included in this Quarterly Report are issued. Our ability to continue to operate as a going concern is dependent upon our ability to raise substantial additional capital to fund our operations and support our research and development endeavors, including to progress our preclinical and clinical programs as described in this Quarterly Report. We need substantial additional capital in order to continue to operate as a going concern and fund our operations. We have been actively seeking, and will continue to actively seek, substantial additional capital, including through additional strategic collaborations and other direct investments in our programs, public or private equity or debt financing, and other sources. The substantial additional capital needed to support our operations and to continue to operate as a going concern may not be available in a timely manner on acceptable terms or at all. In particular, the perception of our ability to continue to operate as a going concern has made and will continue to make it more difficult to obtain financing for the continuation of our operations, particularly in light of currently challenging macroeconomic and market conditions. Further, we have been and may continue to be unable to attract substantial new investments as a result of the speculative nature of our newly reprioritized core neurology preclinical programs and the absence of partners to progress our more advanced clinical-stage programs. In this regard, our ability to fund our current operations and to advance the development of our technologies and product candidates and to extend our cash resources beyond the third quarter of 2026 will remain wholly dependent on our ability to secure collaborations or other transactions for our more advanced clinical-stage programs that provide significant upfront funding in the very near term. If we are not able to secure such collaborations or other transactions for these more advanced clinical-stage programs, we will not be able to secure sufficient capital to continue to operate as a going concern and to advance the development of our technologies and product candidates. In particular, despite an extensive, long-term process to secure a commercialization partner for our Fabry disease program, we are currently only in the early stages of discussions with potential counterparties. There can be no assurance that such current or potential future discussions will meaningfully advance at all or ultimately result in transactions that provide us with the substantial capital we need, and if we are unable to execute one or more such transactions for our more advanced clinical-stage programs in the very near term, particularly our Fabry disease program, we will be unable to secure the substantial additional capital needed to support our operations and to continue to operate as a going concern. If adequate funds are not available to us in the very near term, we will be required to take significant additional actions to address our liquidity needs, including substantial additional cost reduction measures such as further reducing operating expenses and further delaying,

Table of Contents

reducing the scope of, altering or discontinuing entirely our research and development activities. In this regard, we have periodically, including recently, reduced our headcount, and we are actively considering a variety of significant cost-cutting measures designed to preserve our cash resources and the value of our assets, including, among others, further reductions in our workforce. Moreover, in light of our current financial position, we have deferred many investments in our programs until adequate capital becomes available. Accordingly, we do not expect significant progress with respect to any of our programs unless and until substantial additional funding is obtained. If we are unable to consummate one or more transactions to provide for, or enable, the substantial additional funding needed to operate our business in the very near term, our business and prospects would be materially and adversely affected, and at any time we may elect to or may be required to cease operations entirely, liquidate all or a portion of our assets, and/or seek protection under the U.S. Bankruptcy Code in the very near term, and you may lose all or part of your investment.

Moreover, we have historically relied in part on our collaboration partners to provide funding for and otherwise advance our preclinical and clinical programs, however, several of our prior collaborations expired or were terminated in the last several years. While we may identify new collaboration partners who can progress some of the programs that were the subject of these collaborations, as well as our Fabry disease program, our hemophilia A program and our capsid and modular integrase platforms, we have not yet been, and may never be, successful in doing so in a timely manner, or on acceptable terms or at all, and we may otherwise fail to raise sufficient additional capital in order to progress these and our other programs ourselves, in which case, we will not receive any return on our investments in these programs. In any event, we need substantial additional funding in order to execute on our current operating plan, and our ability to raise such funding and to continue our operations will be substantially impaired if we are not able to secure a commercialization partner for our Fabry disease program in the very near term. If we raise additional capital through public or private equity offerings, including sales pursuant to our at-the-market offering program with Jefferies LLC, the ownership interest of our existing stockholders will be diluted, and such dilution may be substantial given our current stock price decline, and the terms of any new equity securities may have a preference over, and include rights superior to, our common stock. If we raise additional capital through collaborations, strategic alliances or licensing arrangements with third parties, we may need to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable. If we raise additional capital through debt financing, we may be subject to specified financial covenants or covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or pursuing certain transactions, any of which could restrict our ability to commercialize our product candidates or operate our business.

In addition, as we focus our efforts on proprietary human therapeutics, we will need to seek regulatory approvals of our product candidates from the FDA or other comparable foreign regulatory authorities, a process that could cost in excess of hundreds of millions of dollars per product. We may experience difficulties in accessing the capital markets due to external factors beyond our control, such as volatility in the equity markets for emerging biotechnology companies and general economic and market conditions both in the United States and abroad. In particular, our ability to raise the substantial additional capital we need in order to fund our business may be adversely impacted by global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide, such as has been experienced recently due in part to, among other things, the ongoing conflicts in the Middle East, conflict between Russia and Ukraine, and geopolitical challenges arising from the imposition of tariffs and escalating trade tensions. We cannot be certain that we will be able to obtain the substantial additional capital that we need to support our operations and to continue to operate as a going concern on terms acceptable to us in a timely manner, or at all.

Cash Flows

Operating activities

Net cash used in operating activities was $19.3 million for the three months ended March 31, 2026, primarily due to:

•a net loss of $31.0 million, adjusted for non-cash expenses related to stock-based compensation of $1.0 million, depreciation and amortization of $0.7 million, and amortization of operating lease right-of-use assets of $0.2 million; and

•a decrease in deferred revenues by $0.5 million, an increase in accounts receivable by $0.5 million, and a decrease in lease liabilities by $0.4 million. These were partially offset by an increase in accounts payable and other accrued liabilities by $4.9 million, a decrease in refundable research income tax credits by $4.5 million, a decrease in prepaid expenses and other assets by $1.2 million, and an increase in accrued compensation and employee benefits by $0.6 million.

Table of Contents

Net cash used in operating activities was $26.1 million for the three months ended March 31, 2025, primarily due to:

•a net loss of $30.6 million, adjusted for non-cash expenses related to stock-based compensation of $2.6 million, depreciation and amortization of $1.0 million, and amortization of operating lease right-of-use assets of $0.9 million; and

•an increase in prepaid expenses and other assets by $2.6 million, a decrease in lease liabilities by $1.2 million, and a decrease in accrued compensation and employee benefits by $0.6 million. These were partially offset by an increase in accounts payable and other accrued liabilities by $4.2 million, and a decrease in accounts receivable by $0.2 million.

Investing activities

Net cash used in investing activities was not material for the three months ended March 31, 2026 and 2025.

Financing activities

Net cash provided by financing activities was $26.7 million for the three months ended March 31, 2026, related to $23.3 million of proceeds from issuance of common stock, net of offering expenses of $1.7 million, $3.7 million of proceeds from our at-the-market offering, net of offering expenses of $0.1 million, partially offset by taxes paid related to net share settlement of equity awards of $0.4 million.

Net cash provided by financing activities was $8.1 million for the three months ended March 31, 2025, related to $10.4 million of proceeds from the at-the-market offering, net of offering expenses of $0.3 million, partially offset by taxes paid related to net share settlement of equity awards of $2.2 million.

Operating Capital and Capital Expenditure Requirements

We anticipate continuing to incur operating losses for at least the next several years and need to raise substantial additional capital in order to continue operating as a going concern. The effects of the current macroeconomic and regulatory environment, including evolving staff and policy changes at the FDA, potential future government shutdowns, the effects of the ongoing conflicts in the Middle East, conflict between Russia and Ukraine, global trade issues and changes in, and uncertainties with respect to, tariffs and international trade disputes, inflation, climate change, fluctuations in interest rates and other economic uncertainty and volatility, has resulted and may continue to result in significant disruption of global financial markets, which could continue to impair our ability to access substantial additional capital on terms that are acceptable or at all, and in turn could negatively affect our liquidity and our ability to continue to operate as a going concern. Future capital requirements beyond the period into which we expect our existing cash and cash equivalents will be sufficient to fund our planned operations will be substantial, and we otherwise need to raise substantial additional capital to continue to operate as a going concern and to fund the development, manufacturing and potential commercialization of our product candidates (see “–Financial Position–Going Concern” and “–Liquidity and Capital Resources–Liquidity” above).

As we focus our efforts on proprietary human therapeutics, we will need to seek FDA approvals of our product candidates, a process that could cost in excess of hundreds of millions of dollars per product. Our future capital requirements will depend on many forward-looking factors, including the following:

•the results of preclinical testing of our early-stage core neurology program product candidates;

•the initiation, progress, timing and completion of clinical trials for our product candidates and potential product candidates;

•the outcome, timing and cost of regulatory approvals;

•the success of our existing collaboration agreements and our ability to secure additional collaborations;

•delays that may be caused by changing regulatory requirements, including the evolving staff and policy changes at the FDA;

•the number of product candidates that we pursue;

•the costs involved in filing and prosecuting patent applications and enforcing and defending patent claims;

•the timing and terms of future in-licensing and out-licensing transactions;

•the cost and timing of establishing sales, marketing, manufacturing and distribution capabilities;

•the cost of procuring clinical and commercial supplies of our product candidates;

Table of Contents

•the extent to which we acquire or invest in businesses, products or technologies, including the costs associated with such acquisitions and investments; and

•the costs of potential disputes and litigation.

Contractual Obligations

Our future minimum contractual obligations as of December 31, 2025 were reported in the 2025 Annual Report. During the three months ended March 31, 2026, there have been no material changes outside the ordinary course of our business from the contractual obligations previously disclosed in our 2025 Annual Report, except that in March 2026, we agreed with a vendor to pay amounts related to manufacturing services in equal installments over a period of 12 months beginning March 2026.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information otherwise required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision of our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2026. Based on that evaluation, as of March 31, 2026, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Inherent Limitations on Controls and Procedures

Our management, including the principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures and our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can only provide reasonable assurances that the objectives of the control system are met. The design of a control system reflects resource constraints; the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, for our company have been or will be detected. As these inherent limitations are known features of the disclosure and financial reporting processes, it is possible to design into the processes safeguards to reduce, though not eliminate, these risks. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. While our disclosure controls and procedures and our internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives, there can be no assurance that any design will succeed in achieving its stated goals under all future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not party to any material pending legal proceedings. From time to time, we may be involved in legal proceedings arising in the ordinary course of business.

ITEM 1A. RISK FACTORS

Below we are providing, in supplemental form, changes to our risk factors from those previously disclosed in Part I, Item 1A of the 2025 Annual Report. Our risk factors disclosed in Part I, Item 1A of the 2025 Annual Report provide additional discussion about these supplemental risks and we encourage you to read and carefully consider the risk factors disclosed in Part I, Item 1A of the 2025 Annual Report for a more complete understanding of the risks and uncertainties material to our business.

Trading of our common stock on The Nasdaq Capital Market was suspended on May 5, 2026 due to our failure to meet Nasdaq’s minimum bid price requirement, and our common stock now trades on the OTCQB Venture Market. This transition has resulted, and may continue to result, in a decrease in the market price of our common stock and could adversely affect the liquidity of our common stock and our ability to obtain sufficient additional capital to fund our operations and to continue to operate as a going concern.

On April 30, 2025, we received a written notice, or the Notice, from the Listing Qualifications Department, or the Staff, of The Nasdaq Stock Market LLC, or Nasdaq, notifying us that because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement, or the Minimum Bid Price Requirement, for continued listing under Nasdaq Listing Rule 5550(a)(2) on The Nasdaq Capital Market. We were provided until October 27, 2025 to regain compliance with the Minimum Bid Price Requirement. On October 29, 2025, we received an additional notification from the Staff that while we had not regained compliance with the Minimum Bid Price Requirement, we were eligible for an additional 180-day compliance period, or until April 27, 2026, to regain compliance with the Minimum Bid Price Requirement.

On April 28, 2026, we received a written notification, or the Delisting Notice, from the Staff of Nasdaq of its determination to delist our common stock as a result of our ongoing failure to comply with the minimum bid price requirement. Trading in our common stock on The Nasdaq Capital Market was subsequently suspended at the open of trading on May 5, 2026.

We have requested a hearing before a Nasdaq Hearings Panel, or the Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series for the purpose of appealing the Staff’s delisting determination. The hearing is scheduled to occur on June 9, 2026. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(d), our timely request for a hearing stayed delisting but did not stay the trading suspension of our common stock. Our common stock will remain suspended from trading on The Nasdaq Capital Market unless the Panel’s decision issued after the hearing ultimately determines to reinstate trading of our common stock on The Nasdaq Capital Market. There can be no assurance that our appeal of the Nasdaq delisting determination will be successful or that trading of our common stock will resume on The Nasdaq Capital Market in the near term or at all, and an adverse decision by the Panel will result in an immediate delisting of our common stock from The Nasdaq Capital Market.

On May 5, 2026, our common stock commenced trading on the OTCQB Venture Market, an over-the-counter market operated by OTC Markets Group, under our existing symbol “SGMO.” This transition has resulted, and may continue to result, in downward pressure on the market price of our common stock and could adversely affect the liquidity of our common stock. In turn, this may decrease the number of institutional and other investors willing to hold or acquire our common stock and, as a result, our ability to raise sufficient additional capital to fund our operations and to continue to operate as a going concern may be substantially impaired. Moreover, there could be a further reduction in our coverage by securities analysts and the news media, and broker-dealers may be deterred from making a market in or otherwise seeking to execute trades in or generate interest in our common stock, which could cause the price of our common stock to decline further. In addition, in the event our common stock is ultimately delisted from Nasdaq, we will be subject to additional regulation in the states in which we offer our securities. Furthermore, delisting may also negatively affect our collaborators’, vendors’ and suppliers’ and confidence in us and could have a detrimental effect on employee morale.

Although our common stock is quoted on OTCQB Market, the suspension of trading in our common stock on Nasdaq limits the public resale market for our common stock. The lack of an active, liquid trading market for our common stock could impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. In addition, the reduced liquidity of our common stock could make the price of our common stock more significantly impacted by broad market fluctuations, general market conditions, fluctuations in our operating results, changes in the markets’ perception of our business, and announcements made by us, our competitors and parties with whom we have business relationships, and such volatility could have a material adverse effect on our business, financial condition and results of operations, including our ability to raise additional capital and continue as a going concern.

Table of Contents

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

Table of Contents

ITEM 6. EXHIBITS


Exhibit number		Description of Document
3.1		Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’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 Company’s Current Report on Form 8-K filed December 19, 2022).





















31.1+		Rule 13a — 14(a) Certification of Principal Executive Officer.

31.2+		Rule 13a — 14(a) Certification of Principal Financial Officer.

32.1+	*	Certifications Pursuant to 18 U.S.C. Section 1350.

101.INS	**	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH	**	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.









104		The cover page from Sangamo’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 is formatted in Inline XBRL Taxonomy Extension and it is contained in Exhibit 101.

_____________________________

* The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

+ Filed herewith.

# Indicates management contract or compensatory plan.

Table of Contents

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.

Dated: May 14, 2026


			SANGAMO THERAPEUTICS, INC.

			/s/ ALEXANDER D. MACRAE
			Alexander D. Macrae
			President and Chief Executive Officer
			(Principal Executive Officer)

			/s/ NIKUNJ JAIN
			Nikunj Jain
			Interim Chief Financial Officer
			(Principal Financial and Accounting Officer)

SANGAMO THERAPEUTICS, INC 10-Q