Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2024

SANGAMO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-30171

68-0359556

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(IRS Employer
ID Number)

501 Canal Blvd., Richmond, California 94084

(Address of principal executive offices) (Zip Code)

(510) 970-6000

(Registrant’s telephone number, including area code)

7000 Marina Blvd., Brisbane, California 94005

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

SGMO

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2024, the Board of Directors of Sangamo Therapeutics, Inc. (“Sangamo”) determined not to award an annual cash bonus, with respect to Sangamo’s 2023 company performance, to Sangamo’s executive officers, including Dr. Sandy Macrae, President and Chief Executive Officer, and Prathyusha Duraibabu, Senior Vice President and Chief Financial Officer. The Board also approved a retention program (the “Retention Program”) for its US and UK employees designed to support near-term retention as Sangamo seeks to raise additional capital in support of its operations. Pursuant to the Retention Program, Dr. Macrae and Ms. Duraibabu are eligible to earn cash retention payments up to an aggregate maximum of $429,820 and $193,584, respectively (the “Retention Payments”). Retention Payments will be earned only upon achievement of certain milestones relating to increases in Sangamo’s cash resources through certain capital raising and business development activities prior to the end of 2024, subject to the executive’s continued employment through the applicable payment date, as well as upon certain transactions constituting a change of control.

The Retention Program is subject to the provisions of a retention letter, the form of which will be filed as an exhibit to Sangamo’s Annual Report on Form 10-K for the year ended December 31, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SANGAMO THERAPEUTICS, INC.

Dated: January 19, 2024

By:

/s/ SCOTT B. WILLOUGHBY

Name:

Scott B. Willoughby

Title:

Senior Vice President, General Counsel and Corporate Secretary

Cover Page Cover Page	Jan. 19, 2024
Entity Addresses [Line Items]
Document Type	8-K
Document Period End Date	Jan. 19, 2024
Entity Registrant Name	SANGAMO THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-30171
Entity Tax Identification Number	68-0359556
Entity Address, Address Line One	501 Canal Blvd.
Entity Address, City or Town	Richmond
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94084
City Area Code	510
Local Phone Number	970-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	SGMO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001001233
Amendment Flag	false
Former Address
Entity Addresses [Line Items]
Entity Address, Address Line One	7000 Marina Blvd
Entity Address, City or Town	Brisbane
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94005