{"url_path":"/sec/sgmo/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-30","source_url":"https://www.sec.gov/Archives/edgar/data/1001233/0001628280-26-022029-index.html","accession_number":"0001628280-26-022029","cik":"0001001233","ticker":"SGMO","issuer_name":"SANGAMO THERAPEUTICS, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001233/0001628280-26-022029-index.html","primary_entity_key":"0001001233","primary_entity_name":"SANGAMO THERAPEUTICS, INC"},"word_count":20146,"has_tables":true,"body_markdown":"ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n\nSANGAMO THERAPEUTICS, INC.\n\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n\nPage\n\n[Report of Independent Registered Public Accounting Firm](#i29aeb4416f69482f8f7bc32e0d48731a_70)(PCAOB ID: 42)\n\n[110](#i29aeb4416f69482f8f7bc32e0d48731a_70)\n\n[Consolidated Balance Sheets](#i29aeb4416f69482f8f7bc32e0d48731a_73)\n\n[113](#i29aeb4416f69482f8f7bc32e0d48731a_73)\n\n[Consolidated Statements of Operations](#i29aeb4416f69482f8f7bc32e0d48731a_76)\n\n[114](#i29aeb4416f69482f8f7bc32e0d48731a_76)\n\n[Consolidated Statements of Comprehensive Loss](#i29aeb4416f69482f8f7bc32e0d48731a_79)\n\n[115](#i29aeb4416f69482f8f7bc32e0d48731a_79)\n\n[Consolidated Statements of Stockholders’](#i29aeb4416f69482f8f7bc32e0d48731a_82)[Equity (Deficit)](#i29aeb4416f69482f8f7bc32e0d48731a_82)\n\n[116](#i29aeb4416f69482f8f7bc32e0d48731a_82)\n\n[Consolidated Statements of Cash Flows](#i29aeb4416f69482f8f7bc32e0d48731a_85)\n\n[117](#i29aeb4416f69482f8f7bc32e0d48731a_85)\n\n[Notes to Consolidated Financial Statements](#i29aeb4416f69482f8f7bc32e0d48731a_88)\n\n[118](#i29aeb4416f69482f8f7bc32e0d48731a_88)\n\n109\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\nTo the Stockholders and the Board of Directors of Sangamo Therapeutics, Inc.\n\nOpinion on the Financial Statements\n\nWe have audited the accompanying consolidated balance sheets of Sangamo Therapeutics, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.\n\nThe Company’s Ability to Continue as a Going Concern\n\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\nBasis for Opinion\n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\nCritical Audit Matters\n\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\n\n110\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nImpairment of long-lived assets\n\nDescription of the MatterAs discussed in Note 1 of the consolidated financial statements, the Company reviews its long-lived assets, including right-of-use (“RoU”) assets and related leasehold improvements, for impairment, whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. When indicators of impairment are present, the Company compares expected future cash flows of the asset group to the carrying value of that asset group. If the expected future cash flows (undiscounted) are less than the carrying value of the assets group, the Company recognizes an impairment loss for the difference between the carrying value of the asset group and its estimated fair value, which is allocated to assets of the group on a pro rata basis using the relative carrying value of those assets, with the carrying value of an individual asset not being reduced below its fair value. During 2025, the Company determined its long-lived assets comprised of two asset groups for its recoverability test. During the year ended December 31, 2025, the Company recorded impairment of $13.2 million, consisting of $10.4 million related to the RoU assets and $2.8 million related to leasehold improvements at the Brisbane facility.\n \nAuditing the Company’s impairment of long-lived assets was complex and required a high degree of auditor judgment when performing procedures due to the significant estimation uncertainty in determining the fair value of long-lived assets. Significant judgments made by management related to valuation of RoU assets included determining the length of time to enter into a sublease, market rental rates and probability of generating cash flows from use of the RoU assets.\n\nHow We Addressed the Matter in Our Audit\nOur audit procedures included, among others, evaluating the methodology and valuation models used and testing the key inputs and significant assumptions discussed above. We evaluated the significant assumptions described above comparing them to external market data for RoU assets. Our procedures included evaluating the data sources used by management in determining its significant assumptions and included an evaluation of available information that either corroborated or contradicted management’s conclusions.\n\n \n\nAccounting for revenue from collaboration agreements\n\nDescription of the MatterThe Company recorded $37.1 million in revenue from collaboration agreements for the year ended December 31, 2025. As discussed in Note 1 of the consolidated financial statements, terms of the Company’s collaboration agreements may include a license for the Company’s technology or programs, options to license the Company’s intellectual property that represent material rights and research and development services. Amounts received under such arrangements include nonrefundable upfront payments, milestone and other contingent payments for the achievement of defined collaboration objectives and certain preclinical, clinical, regulatory and sales-based events, as well as royalties on sales of any commercialized products. Revenues are recognized at a point in time, in the case of the license, upon satisfying the relevant performance obligations, or over time, and in the case of research and development services, by estimating the timing of services provided towards satisfaction of the relevant performance obligation.\n\nAuditing the Company’s accounting for revenue from the collaboration agreements was complex and required significant judgments primarily in identifying which elements represent distinct performance obligations, determining the estimated standalone selling price of the identified performance obligations and measurement and allocation of arrangement consideration.\n\nHow We Addressed the Matter in Our AuditOur audit procedures included, among others, evaluating whether the identified performance obligations were properly determined, and the transaction price was properly measured and allocated to the identified performance obligations. To test the measurement of efforts toward satisfying the performance obligation, our audit procedures included, among others, testing of cash receipts, reviewing management’s analysis for accuracy and completeness by agreeing data to the underlying contract, inspecting research or steering committee minutes and testing the method for the recognition of revenue.\n\n111\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\n/s/ Ernst & Young LLP\n\nWe have served as the Company’s auditor since 1997.\n\nSan Mateo, California\n\nMarch 30, 2026\n\n112\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nSANGAMO THERAPEUTICS, INC.\n\nCONSOLIDATED BALANCE SHEETS\n\n(in thousands, except share and per share amounts)\n\nDecember 31,\n\n20252024\n\nASSETS\n\nCurrent assets:\n\nCash and cash equivalents$20,948 $41,918 \n\nAccounts receivable371 526 \n\nRefundable research income tax credits10,142 4,072 \n\nPrepaid expenses and other current assets4,369 5,175 \n\nTotal current assets35,830 51,691 \n\nProperty and equipment, net11,042 17,887 \n\nOperating lease right-of-use assets3,064 16,869 \n\nRefundable research income tax credits, non-current8,938 12,809 \n\nOther non-current assets871 879 \n\nRestricted cash— 1,500 \n\nTotal assets$59,745 $101,635 \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)\n\nCurrent liabilities:\n\nAccounts payable$14,437 $15,485 \n\nAccrued compensation and employee benefits17,721 14,569 \n\nOther accrued liabilities9,409 8,195 \n\nDeferred revenues899 7,556 \n\nTotal current liabilities42,466 45,805 \n\nDeferred revenues, non-current5,874 5,874 \n\nLong-term portion of lease liabilities25,093 26,253 \n\nOther non-current liabilities580 933 \n\nTotal liabilities74,013 78,865 \n\nCommitments and contingencies\n\nStockholders’ equity (deficit):\n\nPreferred stock, $0.01 par value, 5,000,000 shares authorized, and no shares issued or outstanding\n— — \n\nCommon stock, $0.01 par value; 960,000,000 shares authorized; 350,688,142 and 212,837,679 shares issued and outstanding at December 31, 2025 and 2024, respectively\n3,507 2,128 \n\nAdditional paid-in capital1,610,938 1,532,489 \n\nAccumulated deficit(1,627,249)(1,504,317)\n\nAccumulated other comprehensive loss(1,464)(7,530)\n\nTotal stockholders’ equity (deficit)(14,268)22,770 \n\nTotal liabilities and stockholders’ equity (deficit)$59,745 $101,635 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n113\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nSANGAMO THERAPEUTICS, INC.\n\nCONSOLIDATED STATEMENTS OF OPERATIONS\n\n(in thousands, except per share amounts)\n\nYear Ended December 31,\n\n20252024\n\nRevenues$39,552 $57,800 \n\nOperating expenses:\n\nResearch and development112,670 111,521 \n\nGeneral and administrative34,886 44,727 \n\nImpairment of long-lived assets13,235 5,521 \n\nTotal operating expenses160,791 161,769 \n\nLoss from operations(121,239)(103,969)\n\nInterest income1,302 1,513 \n\nOther (expense) income, net(3,563)4,348 \n\nLoss before income taxes(123,500)(98,108)\n\nIncome tax benefit(568)(167)\n\nNet loss$(122,932)$(97,941)\n\nBasic and diluted net loss per share$(0.44)$(0.49)\n\nShares used in computing basic and diluted net loss per share280,193 201,699 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n114\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nSANGAMO THERAPEUTICS, INC.\n\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS\n\n(in thousands)\n\nYear Ended December 31,\n\n20252024\n\nNet loss$(122,932)$(97,941)\n\nForeign currency translation adjustment5,975 (2,943)\n\nNet pension gains91 241 \n\nUnrealized loss on marketable securities, net of tax— (233)\n\nComprehensive loss$(116,866)$(100,876)\n\nSee accompanying Notes to Consolidated Financial Statements.\n\n115\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nSANGAMO THERAPEUTICS, INC.\n\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)\n\n(in thousands, except share amounts)\n\nCommon StockAdditional\nPaid-in\nCapitalAccumulated\nDeficitAccumulated\nOther\nComprehensive LossTotal\nStockholders’\nEquity (Deficit)\n\nSharesAmount\n\nBalances at December 31, 2023178,133,548 $1,781 $1,492,077 $(1,406,376)$(4,595)$82,887 \n\nIssuance of common stock, net of offering expenses24,761,905 248 21,540 — — 21,788 \n\nIssuance of common stock upon exercise of pre-funded warrants3,809,523 38 33 — — 71 \n\nIssuance of common stock in at-the-market offering, net of offering expenses\n3,638,740 36 7,096 — — 7,132 \n\nIssuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax\n1,746,271 17 (921)— — (904)\n\nIssuance of common stock under employee stock purchase plan\n747,692 8 282 — — 290 \n\nStock-based compensation— — 12,382 — — 12,382 \n\nForeign currency translation adjustment— — — — (2,943)(2,943)\n\nNet pension gains— — — — 241 241 \n\nNet unrealized loss on marketable securities, net of tax\n— — — — (233)(233)\n\nNet loss— — — (97,941)— (97,941)\n\nBalances at December 31, 2024212,837,679 2,128 1,532,489 (1,504,317)(7,530)22,770 \n\nIssuance of common stock in at-the-market offering, net of offering expenses\n84,675,406 847 51,338 — — 52,185 \n\nIssuance of common stock, net of offering expenses12,235,000 122 21,017 — — 21,139 \n\nIssuance of common stock upon exercise of pre-funded warrants34,398,393 344 — — — 344 \n\nIssuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax\n5,652,650 57 (3,320)— — (3,263)\n\nIssuance of common stock under employee stock purchase plan\n889,014 9 335 — — 344 \n\nStock-based compensation— — 9,079 — — 9,079 \n\nForeign currency translation adjustment— — — — 5,975 5,975 \n\nNet pension gains— — — — 91 91 \n\nNet loss— — — (122,932)— (122,932)\n\nBalances at December 31, 2025350,688,142 $3,507 $1,610,938 $(1,627,249)$(1,464)$(14,268)\n\nSee accompanying Notes to Consolidated Financial Statements.\n\n116\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nSANGAMO THERAPEUTICS, INC.\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\n(in thousands)\n\nYear Ended December 31,\n\n20252024\n\nOperating Activities:\n\nNet loss$(122,932)$(97,941)\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n\nImpairment of long-lived assets13,235 5,521 \n\nDepreciation and amortization3,961 5,107 \n\nAmortization of operating lease right-of-use assets3,641 4,254 \n\nStock-based compensation9,079 12,382 \n\nGain on sale of assets classified as held for sale— (1,026)\n\nOther32 57 \n\nNet changes in operating assets and liabilities:\n\nAccounts receivable155 397 \n\nRefundable research income tax credits— 556 \n\nPrepaid expenses and other assets830 4,384 \n\nAccounts payable and other accrued liabilities2,794 (14,169)\n\nAccrued compensation and employee benefits3,053 5,743 \n\nDeferred revenues(6,657)13,430 \n\nLease liabilities(4,047)(5,579)\n\nOther non-current liabilities(352)(255)\n\nNet cash used in operating activities(97,208)(67,139)\n\nInvesting Activities:\n\nMaturities of marketable securities— 1,110 \n\nProceeds from sale of marketable securities— 34,730 \n\nProceeds from sale of assets classified as held for sale— 1,951 \n\nPurchases of property and equipment(102)(267)\n\nNet cash (used in) provided by investing activities(102)37,524 \n\nFinancing Activities:\n\nProceeds from at-the-market offering, net of offering expenses52,185 7,132 \n\nProceeds from issuance of common stock, net of offering expenses21,483 21,859 \n\nTaxes paid related to net share settlement of equity awards(3,263)(904)\n\nProceeds from issuance of common stock under employee stock purchase plan344 290 \n\nNet cash provided by financing activities70,749 28,377 \n\nEffect of exchange rate changes on cash and cash equivalents and restricted cash4,091 (2,048)\n\nNet decrease in cash, cash equivalents and restricted cash(22,470)(3,286)\n\nCash, cash equivalents and restricted cash, beginning of period43,418 46,704 \n\nCash, cash equivalents and restricted cash, end of period$20,948 $43,418 \n\nSupplemental cash flow disclosures:\n\nProperty and equipment included in unpaid liabilities$74 $236 \n\nSee accompanying Notes to Consolidated Financial Statements\n\n117\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nSANGAMO THERAPEUTICS, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nNOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\nOrganization and Description of Business\n\nSangamo 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.\n\nIn 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.\n\nBasis of Presentation\n\nThe accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries and have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in the Consolidated Financial Statements.\n\nLiquidity, Going Concern and Capital Resources\n\nSangamo 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 December 31, 2025, the Company had capital resources of $20.9 million consisting of cash and cash equivalents.\n\nUnder 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 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 Consolidated Financial Statements are issued. When substantial doubt exists, management evaluates whether the mitigating effects of its plans sufficiently alleviates 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.\n\nThe 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 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 Consolidated Financial Statements are issued.\n\nSuccessful 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:\n\n•raise funding through the sale of the Company’s common stock, including sales under the at-the-market offering program with Jefferies LLC;\n\n118\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\n•enter into collaborations or transactions with potential partners to raise capital for the advancement of the Company’s product pipeline; and\n\n•raise funding through debt financing.\n\nIf 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.\n\nThe accompanying 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 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.\n\nSummary of Significant Accounting Policies\n\nUse of Estimates\n\nThe preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 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.\n\nRevenue Recognition\n\nThe 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\n\n119\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nsuch 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.\n\nIn 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.\n\nSome 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.\n\nRevenues 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 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.\n\nConsideration 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.\n\nSignificant 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.\n\nAs 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.\n\nContract 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.\n\n120\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nRevenues from collaboration and license agreements as a percentage of total revenues were as follows:\n\nYear Ended December 31,\n\n20252024\n\nEli Lilly and Company47 %— %\n\nPfizer Inc.28 %— %\n\nAstellas Gene Therapies, Inc.19 %11 %\n\nGenentech, Inc.— %87 %\n\nOther licensing agreements6 %2 %\n\nAccounts Receivable\n\nAccounts receivable consists of amounts billed to the Company’s collaboration partners for cost reimbursements for research services, sublicensing revenue, and royalty payments. Receivables from collaborations are typically unsecured and are concentrated in the biopharmaceutical industry. Accordingly, the Company may be exposed to credit risk generally associated with biopharmaceutical companies or specific to its collaboration agreements. The Company records trade receivables net of allowances for credit losses. The Company applies an aging method to estimate credit losses and considers its historical loss information, adjusted to account for current conditions, and reasonable and supportable forecasts of future economic conditions affecting its customers. Accounts receivable as of December 31, 2025 and 2024 were $0.4 million and $0.5 million, respectively, and the Company had not incurred any losses related to accounts receivable. As of December 31, 2025 and 2024, the percentage of accounts receivable by collaboration partners who individually accounted for 10% or more of accounts receivable were as follows:\n\nAs of December 31,\n\n20252024\n\nSigma-Aldrich Corporation\n70 %70 %\n\nLigand Pharmaceuticals Incorporated\n— %20 %\n\nImpairment\n\nThe 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.\n\nFactors 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.\n\nDetermining 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.\n\nFair Value Measurements\n\nThe carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short-term maturities.\n\nCash, Cash Equivalents and Restricted Cash\n\nSangamo 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.\n\n121\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nRestricted cash in 2024 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.\n\nA reconciliation of cash, cash equivalents and restricted cash reported within the accompanying Consolidated Balance Sheets to the amounts reported within the accompanying Consolidated Statements of Cash Flows is as follows (in thousands):\n\nAs of December 31,\n\n20252024\n\nCash and cash equivalents$20,948 $41,918 \n\nNon-current restricted cash— 1,500 \n\nCash, cash equivalents and restricted cash as reported within the Consolidated Statements of Cash Flows$20,948 $43,418 \n\nConcentrations of Credit Risk and Other Risks\n\nCash and cash equivalents consist of financial instruments that potentially subject the Company to a concentration of credit risk to the extent of the fair value recorded in the Consolidated Balance Sheets. The Company invests cash that is not required for immediate operating needs primarily in highly liquid instruments that bear minimal risk. The Company has established policies relating to the quality, diversification, and maturities of securities to enable the Company to manage its credit risk. The Company is exposed to credit risk in the event of a default by the financial institutions or issuers of investments holding its cash and cash equivalents to the extent recorded on the Consolidated Balance Sheets.\n\nCertain materials and key components that the Company utilizes in its operations are obtained through single suppliers. Since the suppliers of key components and materials must be named in an investigational new drug application filed with the U.S. Food and Drug Administration for a product, significant delays can occur if the qualification of a new supplier is required. If delivery of material from the Company’s suppliers were interrupted for any reason, the Company may be unable to supply any of its product candidates for clinical trials.\n\nProperty and Equipment\n\nProperty and equipment are stated at cost, less cumulative impairment charges, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets which is generally three to five years. For leasehold improvements, amortization is calculated using the straight-line method based on the shorter of the useful life or the lease term. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.\n\nResearch and Development Expenses\n\nResearch and development expenses consist 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. Research and development costs are expensed as incurred.\n\nGeneral and Administrative Expenses\n\nGeneral 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.\n\nStock-based Compensation\n\nThe Company measures and recognizes compensation expense for all stock-based payment awards made to Sangamo employees and directors, including employee share options, restricted stock units (“RSUs”) and employee stock purchases related to the Employee Stock Purchase Plan (“ESPP”) based on estimated fair values at the award grant date. The fair value of stock-based awards is amortized over the vesting period of the award using the straight-line method.\n\nTo estimate the fair value of an award, the Company uses the Black-Scholes option pricing model. This model requires inputs such as expected life, expected volatility, expected dividend yield of stock and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. While estimates of expected life and volatility are derived primarily from the Company’s historical data, the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life assumption. The Company accounts for forfeitures in the period they occur.\n\nWarrants to Purchase Shares of Company Stock\n\nThe 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,\n\n122\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nDistinguishing 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.\n\nIf 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.\n\nWarrants 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.\n\nWarrants 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.\n\nIncome Taxes\n\nIncome tax expense has been calculated using the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is not more likely than not that the deferred tax assets will be realized.\n\nThe Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s Consolidated Financial Statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within other accrued liabilities on its Consolidated Balance Sheets. The Company evaluates uncertain tax positions on a regular basis and makes adjustments to these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.\n\nLeases\n\nThe 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.\n\nAs 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\n\n123\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nin 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.\n\nIf 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.\n\nThe 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.\n\nForeign Currency Translation\n\nThe 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 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 losses during the year ended December 31, 2025 were $3.7 million and are recorded in other (expense) income, net, on the Company’s Consolidated Statements of Operations. Foreign currency transaction gains during the year ended December 31, 2024 were $1.6 million and are recorded in other (expense) income, net, on the Company’s Consolidated Statements of Operations.\n\nNet Loss Per Share\n\nBasic 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.\n\nDuring the year ended December 31, 2025, basic and diluted weighted-average number of shares outstanding were 280.2 million shares and included pre-funded warrants to purchase 34.4 million shares of common stock with an exercise price of $0.01 per share. In June 2025, a total of 22.4 million pre-funded warrants were exercised, and in July 2025 the remaining outstanding 12.0 million pre-funded warrants were exercised. The Company’s outstanding warrants to purchase shares of common stock with an exercise price of $0.75 per share 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 year ended December 31, 2025.\n\nDuring the year ended December 31, 2024, basic and diluted weighted-average number of shares outstanding were 201.7 million shares and included pre-funded warrants to purchase 3.8 million shares of common stock with an exercise price of $0.01 per share. These warrants were exercised during the three months ended June 30, 2024. The Company’s outstanding warrants to purchase shares of common stock with an exercise price of $1.00 per share entitle holders to participate in dividends but are not required to absorb losses incurred.\n\nThe computation of diluted net loss per share for the year ended December 31, 2025 and 2024 excluded 96.5 million and 50.5 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.\n\nSegments\n\nThe 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 December 31, 2025 and 2024, all of the Company’s property and equipment was located in the United States. For the years ended December 31, 2025 and 2024, all of the Company’s revenues were generated and earned in the United States.\n\nRestructuring\n\nThe Company records employee severance costs based on whether the termination benefits are provided under an on-going benefit arrangement or under a one-time benefit arrangement. The Company accounts for on-going termination benefit\n\n124\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\narrangements, such as those arising from employment agreements, applicable regulations or past practices, in accordance with ASC Topic 712, Compensation—Nonretirement Postemployment Benefits (“ASC Topic 712”). Under ASC Topic 712, liabilities for post-employment benefits related to past services and that vest or are accumulated over time are recorded at the time the obligations are probable of being incurred and can be reasonably estimated. The Company accounts for one-time employment benefit arrangements in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC Topic 420”). One-time termination benefits are expensed at the date the entity notifies the employee, unless the employee must provide future service over a period extending past the minimum notification period, in which case the benefits are expensed ratably over the future service period. Other associated costs are recognized in the period in which the liability is incurred.\n\nCosts incurred to terminate contracts are recognized upon their termination, e.g., when notice of termination is provided to the counterparty. Costs related to contracts without future benefit are recognized at the cease-use date. Other exit-related costs are recognized as incurred.\n\nRecent Accounting Pronouncements\n\nRecently Adopted\n\nIn December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The Company adopted the standard for its annual reporting for the year ended December 31, 2025. The Company has applied this standard prospectively. See Note 12 – Income Taxes, for the additional required disclosures.\n\nNot Yet Adopted\n\nIn 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.\n\nIn July 2025, the FASB issued 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 606. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-05.\n\nNOTE 2 – FAIR VALUE MEASUREMENTS\n\nThe Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents. 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:\n\nLevel 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;\n\nLevel 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\n\nLevel 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).\n\nThe Company had no marketable securities as of December 31, 2025 and 2024. 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 $3.6 million and $4.1 million as of December 31, 2025 and 2024, respectively.\n\n125\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nNOTE 3 – CASH EQUIVALENTS\n\nThe Company had no marketable securities as of December 31, 2025 and 2024. The table below summarizes the Company’s cash equivalents as of December 31, 2025 and 2024 (in thousands):\n\nAmortized\nCostGross\nUnrealized\nGainsGross\nUnrealized\nLossesEstimated\nFair Value\n\nDecember 31, 2025\n\nAssets\n\nCash equivalents:\n\nMoney market funds$3,592 $— $— $3,592 \n\nTotal cash equivalents$3,592 $— $— $3,592 \n\nAmortized\nCostGross\nUnrealized\nGainsGross\nUnrealized\nLossesEstimated\nFair Value\n\nDecember 31, 2024\n\nAssets\n\nCash equivalents:\n\nMoney market funds$4,138 $— $— $4,138 \n\nTotal cash equivalents$4,138 $— $— $4,138 \n\nNOTE 4 – MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES\n\nEli Lilly and Company\n\nIn 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.\n\nUnder 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.\n\nThe 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.\n\nThe 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.\n\nThe 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\n\n126\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nexception under ASC Topic 606 and are recognized in the period they are earned, provided the related performance obligations have been completed.\n\nThe 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 during the year ended December 31, 2025 upon grant of the license and completion of the technology transfer.\n\nAs of December 31, 2025, the Company had no receivable, no deferred revenue, and no amounts currently included in transaction price remaining to be recognized related to the agreement.\n\nAstellas Gene Therapies, Inc.\n\nIn 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.\n\nThe 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.\n\nIn 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.\n\nThe 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.\n\nThe 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.\n\nThe 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.\n\n127\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nThe 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 observable prices, the Company used a methodology that maximized the use of observable inputs. The Company took into consideration the total amounts paid and potentially payable by Astellas and potential market for each license. In addition, included in the estimates of the standalone selling prices of the options 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.\n\nThe 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. During the year ended December 31, 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 December 31, 2025, 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 December 31, 2025, the Company had no receivable related to the agreement.\n\nGenentech, Inc.\n\nIn 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.\n\nIn 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.\n\nThe 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.\n\nThe 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.\n\nThe 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.\n\nThe 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\n\n128\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nactivities, 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 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.\n\nAs of December 31, 2025, the Company had no receivable, no deferred revenue, and no amounts included in transaction price remaining to be recognized related to the agreement.\n\nRevenues recognized under the agreement were as follows (in thousands):\n\nYear Ended December 31,\n\n20252024\n\nRevenue related to Genentech agreement:\n\nRecognition of license revenue$— $48,679 \n\nResearch services— 1,321 \n\nTotal$— $50,000 \n\nPfizer Inc.\n\nIn 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.\n\nIn 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.\n\nUnder 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.\n\nSubject 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.\n\nThe 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.\n\nUpon 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\n\n129\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nhad 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.\n\nThe 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.\n\nFollowing 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 year ended December 31, 2025. Pfizer will not be obligated to pay the Company the remaining milestone payments and royalties.\n\nNo revenue was recognized under the agreement during the year ended December 31, 2024.\n\nOn October 27, 2025, the Company received $6.0 million from Pfizer pursuant to Pfizer’s exercise of its option to obtain a license to transfer to third parties certain cell lines that were generated by Pfizer pursuant to the terms of a 2008 licensing agreement between Pfizer and the Company, which was amended in 2023. The 2008 agreement originally granted Pfizer a worldwide, non-exclusive license under Company intellectual property for the use of certain zinc finger nucleases (“ZFN”) reagents to modify cells and for the use of these ZFN-modified cells for clinical and commercial production of therapeutic proteins. Under the 2023 amendment, Pfizer could transfer the cell lines to certain third parties in exchange for a licensing fee for each cell line initiation plus a revenue share fee. In addition, the 2023 amendment granted Pfizer an option to obtain the right to transfer such cells to any third party without further payment to or consent from Company. Control of the license transferred to Pfizer upon receipt of payment, and the Company has no obligation to transfer additional rights or services under the agreement. Accordingly, the Company recognized $6.0 million in revenue related to the contract during the year ended December 31, 2025. Prior to exercise of the Pfizer option, licensing fees received by the Company under the 2023 amendment were immaterial, and no revenue share fees were received.\n\nAlexion Pharmaceuticals, Inc., AstraZeneca Rare Disease\n\nIn 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.\n\nSubject 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.\n\nUnless 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.\n\nFollowing 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.\n\n130\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nThe 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.\n\nThe 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 years ended December 31, 2025 and 2024. 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.\n\nIn 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.\n\nAgreement with Sigma-Aldrich Corporation\n\nIn 2007, Sangamo entered into a license agreement with Sigma-Aldrich Corporation (“Sigma”) to provide Sigma with access to Sangamo’s proprietary ZF technology and the exclusive right to use the technology to develop and commercialize research reagent products and services in the research field, excluding certain agricultural research uses that Sangamo previously licensed to Dow AgroSciences LLC (“DAS”), a wholly owned subsidiary of Dow Chemical Company. Sangamo developed laboratory research reagents using its ZF technology over a three-year research services period. Sangamo has since transferred the ZF manufacturing technology to Sigma.\n\nIn October 2009, Sangamo expanded its license agreement with Sigma. In addition to the original terms of the license agreement, Sigma received exclusive rights to develop and distribute ZF-modified cell lines for commercial production of protein pharmaceuticals and certain ZF-engineered transgenic animals for commercial applications. Under the terms of the agreement, Sigma made an upfront cash payment of $20.0 million consisting of a $4.9 million purchase of 636,133 shares of Sangamo common stock, valued at $4.9 million, and a $15.1 million upfront license fee. Sangamo is also eligible to receive commercial license fees of $5.0 million based upon a percentage of net sales and sublicensing revenue and thereafter a reduced royalty rate of 10.5% of net sales and sublicensing revenue. In addition, upon the achievement of certain cumulative commercial milestones, Sigma will make milestone payments to Sangamo up to an aggregate of $42.0 million. Sangamo does not have additional ongoing performance obligations under the agreement.\n\nRevenues recognized under the agreement with Sigma for the years ended December 31, 2025 and 2024 were $2.3 million and $0.9 million, respectively.\n\nNOTE 5 – IMPAIRMENT OF LONG-LIVED ASSETS AND WRITE-DOWN OF ASSETS HELD FOR SALE\n\nYear ended December 31, 2025\n\nThe Company had previously concluded that the identifiable operations and cash flows of its right-of-use asset and related leasehold improvements for its Brisbane, California facility were largely independent of the operations and the cash flows of the remainder of the Company and were considered a separate asset group. Subsequent to the Company’s decision to cease use of this asset group, the Company has been marketing the facility for a sublease. In December 2025, based on current and forecasted real estate market conditions, the Company identified impairment indicators for this asset group and concluded that the carrying value of the asset group was not recoverable. Using a discounted cash flow approach, the Company determined that the fair value of this asset group, which represents a Level 3 nonrecurring fair value measurement, was insignificant and the asset group is fully impaired as of December 31, 2025. The Company recorded pre-tax long-lived asset impairment charges of $10.4 million on the right-of-use assets and $2.8 million on the related leasehold improvements during the year ended December 31, 2025, which are included in the accompanying Consolidated Statements of Operations.\n\n131\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nYear ended December 31, 2024\n\nIn March 2024, the Company’s Board of Directors approved the wind-down of research and development activities in France and corresponding reduction in workforce, including closure of the Company’s cell therapy manufacturing facility and research labs in Valbonne, France (the “France Restructuring”). The Company concluded its equipment, furniture and fixtures located in France met the held for sale criteria. The Company wrote down the carrying value of these assets to their estimated fair value, net of the estimated costs to sell, recognizing a total loss of $1.9 million. The fair value measurements represent Level 3 nonrecurring fair value measurements. The loss is included in impairment of long-lived assets in the accompanying Consolidated Statements of Operations. During the year ended December 31, 2024, the Company sold assets held for sale and recognized a gain of $1.0 million included in general and administrative expenses. See Note 10 – Restructuring Charges, for the additional effects of the France Restructuring.\n\nDuring the first quarter of 2024, the Company also initiated actions to commence the closure of its facility in Brisbane, California.\n\nIn connection with the changes in the manner in which the right-of-use assets and leasehold improvements related to the Company’s Brisbane, California and Valbonne, France facilities are used, costs incurred to cease use of these assets, the France Restructuring, and the Company’s activities to market these facilities for sublease, the Company concluded the identifiable operations and cash flows of these assets were now largely independent of the operations and the cash flows of each other, as well as of the remainder of the Company. Accordingly, the Company assessed impairment for each of these asset groups separately and concluded that the carrying values of the Brisbane, California and Valbonne, France facilities asset groups were not recoverable. The Company proceeded to determine their fair values using a discounted cash flow method, which represents a Level 3 nonrecurring fair value measurement. As a result, the Company recognized pre-tax long-lived asset impairment charges of $2.0 million on the right-of-use assets and $0.5 million on the related leasehold improvements. Additional impairment charges of $0.9 million on the right-of-use assets and $0.2 million on the related leasehold improvements were subsequently recognized during the year ended December 31, 2024, triggered by the ongoing wind-down of the France research and development activities and a decline in the market rates for facility subleases in Brisbane, California.\n\nNOTE 6 – OTHER BALANCE SHEET DETAILS\n\nProperty and Equipment, Net\n\nProperty and equipment, net consist of the following (in thousands):\n\nDecember 31,\n\n20252024\n\nLaboratory equipment$20,236 $21,391 \n\nLeasehold improvements21,832 24,923 \n\nFurniture and fixtures3,546 3,546 \n\nManufacturing equipment7,639 7,845 \n\n53,253 57,705 \n\nLess: accumulated depreciation and amortization(42,211)(39,818)\n\nProperty and equipment, net$11,042 $17,887 \n\nDepreciation and amortization expense was $4.0 million and $5.1 million during the years ended December 31, 2025 and 2024, respectively.\n\nDuring the year ended December 31, 2025, the Company recorded impairment losses of $2.8 million for its leasehold improvements. During the year ended December 31, 2024, the Company recorded impairment losses of $1.9 million for its laboratory equipment and $0.7 million for its leasehold improvements.\n\n132\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nOther Accrued Liabilities\n\nOther accrued liabilities consist of the following (in thousands):\n\nDecember 31,\n\n20252024\n\nAccrued research and development expenses$5,757 $213 \n\nOperating lease liabilities – current\n1,702 4,313 \n\nAccrued professional fees817 1,368 \n\nAccrued restructuring charges— 896 \n\nOther1,133 1,405 \n\nTotal other accrued liabilities$9,409 $8,195 \n\nNOTE 7 – COMMITMENTS AND CONTINGENCIES\n\nLeases\n\nSangamo’s corporate headquarters occupies approximately 59,485 square feet of research and office space, pursuant to a lease that expires in August 2031, and approximately 7,700 of office space, pursuant to a lease that expires in August 2026, in Richmond, California. Sangamo also occupies approximately 103,089 square feet of office and research and development laboratory facility in Brisbane, California pursuant to a lease that expires in May 2029. During the years ended December 31, 2025 and 2024, the Company recorded impairment losses of $10.4 million and $2.9 million, respectively, related to its right-of-use asset for its facility in Brisbane, California. In December 2024, in connection with the France Restructuring, the Company terminated its leases for office and research and development space in Valbonne, France. See Note 5 – Impairment of Long-lived Assets and Write-Down of Assets Held For Sale for more information on impairment charges related to the associated right-of-use and leasehold improvement assets.\n\nOn February 5, 2024, the Company entered into an amendment to the operating lease of office and research and development laboratory facility in Brisbane, California. The amendment established early termination rights for the landlord upon thirty days’ notice to the Company. Additionally, the amendment authorized the landlord to draw on the existing letter of credit to satisfy the majority of the Company’s February 2024 through April 2024 rent payments and obligated the Company to provide a cash security deposit or replenish the letter of credit back to $1.5 million by June 1, 2024. On July 3, 2024, the Company entered into another amendment to extend the deadline for replenishing the letter of credit, which was replenished as of September 30, 2024.\n\nThe Company concluded that the amendment represented a lease modification to be accounted for as a single contract with the existing lease under ASC Topic 842, Leases, and remeasured its lease liability using the current incremental borrowing rate of 9.6%, and recorded an adjustment to reduce both the lease liability and the corresponding right-of-use asset by $1.9 million as of the lease modification date.\n\nOn August 25, 2025, the Company entered into an amendment for the operating lease of its office and research and development laboratory facilities in Brisbane, California. The amendment authorizes the landlord to draw on the existing $1.5 million letter of credit to offset rent payments between September 2025 through November 2025 and obligated the Company to replace or replenish the letter of credit back to $1.5 million by December 31, 2026. The amendment also allows for the interest-free deferral of 90% of the monthly base rent, due during the period from December 1, 2025 through December 31, 2026, with the deferred amount to be paid in full by January 5, 2027. During the deferral period, the Company remains obligated to pay 10% of the monthly base rent, together with other variable costs such as common area maintenance, taxes, and insurance.\n\nThe Company concluded that the amendment represented a lease modification to be accounted for as a single contract with the existing lease under ASC Topic 842, Leases, and remeasured its lease liability using the current incremental borrowing rate of 7.94%, and recorded an adjustment to increase both the lease liability and the corresponding right-of-use asset by $0.3 million as of the lease modification date.\n\nCertain of these leases include renewal options at the election of the Company to renew or extend the lease for an additional five to ten years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options.\n\n133\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nThe Company performed evaluations of its contracts and determined each of its identified leases are operating leases. Components of operating leases were as follows (in thousands):\n\nDecember 31,\n\n20252024\n\nOperating lease cost$5,718 $6,375 \n\nVariable lease cost3,170 3,544 \n\nTotal$8,888 $9,919 \n\nVariable lease expenses were not included in the measurement of the Company’s operating right-of-use assets and lease liabilities. This variable expense consists primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease expense, due to the Company’s election to not separate lease and non-lease components.\n\nCash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2025 and 2024 was $6.4 million and $7.5 million, respectively, and was included in net cash used in operating activities in the Company’s Consolidated Statements of Cash Flows.\n\nFuture minimum payments under lease obligations at December 31, 2025 consist of the following (in thousands):\n\nTotal\n\n2026$2,658 \n\n202712,375 \n\n20287,496 \n\n20294,418 \n\n20302,203 \n\nThereafter1,497 \n\nTotal lease payments30,647 \n\nLess:\n\nImputed interest(3,852)\n\nTotal$26,795 \n\nReported as of December 31, 2025:\n\nShort-term portion of lease liabilities (included in other accrued liabilities on the Consolidated Balance Sheet)$1,702 \n\nLong-term portion of lease liabilities25,093 \n\nTotal$26,795 \n\nAs of December 31, 2025, the weighted-average remaining lease term is 4.3 years and the weighted-average incremental borrowing rate used to determine the operating lease liability was 6.6% for the Company’s operating leases.\n\nContractual Commitments\n\nThe Company’s material non-cancelable contractual commitments as of December 31, 2025 related to manufacturing-related supplier arrangements, the majority of which are due in the next 12 months. The Company also had $0.7 million of license obligations related to its intellectual property as of December 31, 2025.\n\nContingencies\n\nThe Company is not party to any material pending legal proceeding. From time to time, the Company is, and may become, involved in litigation and regulatory compliance matters incidental to the Company’s business, including employment and wage and hour claims, antitrust, tax, product liability, environmental, health and safety, commercial disputes, intellectual property, contracts and other matters arising out of the normal conduct of the Company’s business. Since litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. Sangamo regularly reviews and accrues for contingencies related to litigation and regulatory compliance matters, if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on current information, in the opinion of the Company, the ultimate resolution of these matters, individually or in aggregate, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.\n\n134\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nNOTE 8 – STOCKHOLDERS’ EQUITY\n\nPreferred Stock\n\nThe Company’s Certificate of Incorporation authorizes the Company to issue up to 5.0 million shares of preferred stock, which may be issued at the discretion of the Company’s Board of Directors. As of December 31, 2025, no shares of the Company’s preferred stock have been issued or are outstanding.\n\nCommon Stock\n\nIn June 2024, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total number of shares of the Company’s common stock authorized for issuance from 640.0 million shares to 960.0 million shares.\n\nAs of December 31, 2025, 350.7 million shares of the Company’s common stock are outstanding.\n\nAt-the-Market Offering Agreement\n\nThe 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 $133.3 million remained available under the sales agreement as of December 31, 2025. During the years ended December 31, 2025 and 2024, the Company sold 84.7 million and 3.6 million shares of its common stock, respectively, for net proceeds of approximately $52.2 million and $7.1 million, respectively.\n\nIssuance and Sale of Common Stock and Warrants\n\n2025 Underwritten Offering\n\nOn May 14, 2025, the Company completed an underwritten offering (the “2025 Offering”) of 12.2 million shares of common stock, pre-funded warrants to purchase up to 34.4 million shares of common stock (the “2025 Pre-Funded Warrants”), and accompanying warrants to purchase up to 46.6 million shares of common stock (the “2025 Common Warrants”) pursuant to an Underwriting Agreement, dated May 12, 2025, between the Company and Cantor Fitzgerald & Co. The combined offering price of a unit consisting of one share of common stock and accompanying 2025 Common Warrant to purchase one share of common stock was $0.50. The combined offering price of a unit consisting of a 2025 Pre-Funded Warrant and accompanying 2025 Common Warrant to purchase one share of common stock was $0.49. The 2025 Pre-Funded Warrants are exercisable at any time at a price of $0.01 per share of common stock. The 2025 Common Warrants are exercisable six months after issuance and expire five and a half years from the issuance date and have an exercise price of $0.75 per share. Further, Sangamo may require the holders to exercise the 2025 Common Warrants at any time following a period of 10 consecutive trading days during which the weighted-average price of the Company’s common stock exceeds $2.75 (as adjusted for stock splits, stock dividends, recapitalizations and similar events). Both the 2025 Pre-Funded Warrants and 2025 Common Warrants can be net exercised in limited circumstances and entitle holders to dividends if and when paid by the Company.\n\nThe Company received aggregate net proceeds of $21.1 million, after deducting underwriting discounts and commissions of $1.4 million and other offering costs of $0.5 million.\n\nThe 2025 Common Warrants and 2025 Pre-Funded Warrants were determined to be equity-classified. Accordingly, proceeds from the offering were allocated to common stock, the 2025 Common Warrants and 2025 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 June 2025, the Company issued an aggregate of 22.4 million shares of common stock upon the exercise of 2025 Pre-Funded Warrants. In July 2025, the Company issued an aggregate of 12.0 million shares of common stock upon exercise of the 2025 Pre-Funded Warrants. Following these issuances, none of the 2025 Pre-Funded Warrants remain outstanding. The 2025 Common Warrants had not been exercised and remained outstanding as of December 31, 2025.\n\n2024 Registered Direct Offering\n\nOn March 21, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Investors”). On March 26, 2024 the Company issued and sold in a registered direct offering (the “2024 Offering”) an aggregate of 24.8 million shares of common stock and pre-funded warrants to purchase up to an aggregate of 3.8 million shares of common stock (the “2024 Pre-Funded Warrants”), together with accompanying warrants (“2024 Common Warrants”) to purchase up to an aggregate of 28.6 million shares of common stock. The combined\n\n135\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\noffering price of a unit consisting of one share of common stock and the accompanying 2024 Common Warrant to purchase one share of common stock was $0.84. The combined offering price of a unit consisting of a 2024 Pre-Funded Warrant and the accompanying 2024 Common Warrant to purchase one share of common stock was $0.83. The 2024 Pre-Funded Warrants are exercisable at any time at a price of $0.01 per share of common stock. The 2024 Common Warrants are exercisable six months after issuance, expire five and a half years from the issuance date and have an exercise price of $1.00 per share. Both the 2024 Pre-Funded Warrants and 2024 Common Warrants can be exercised net in limited circumstances and entitle holders to dividends if and when paid by the Company.\n\nBarclays Capital Inc. and Cantor Fitzgerald & Co. (the “Placement Agents”) acted as the placement agents for the offering, pursuant to a Placement Agency Agreement, dated March 21, 2024 (the “Placement Agreement”). Pursuant to the Placement Agreement, the Company paid the Placement Agents a cash placement fee equal to 6.0% of the aggregate gross proceeds raised in the 2024 Offering.\n\nThe Company received aggregate net proceeds from the 2024 Offering of $21.9 million, after deducting Placement Agents’ fees of $1.4 million and other offering costs of $0.7 million.\n\nThe 2024 Common Warrants and 2024 Pre-Funded Warrants were determined to be equity-classified and proceeds received from their issuance were recorded as a component of stockholders’ equity within additional paid-in capital. 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 April 2024, the Company issued an aggregate of 3.8 million shares of common stock upon full exercise of the 2024 Pre-Funded Warrants. The 2024 Common Warrants had not been exercised and remained outstanding as of December 31, 2025.\n\n2018 Equity Incentive Plan\n\nIn June 2024, the Company’s stockholders approved an amendment and restatement of the 2018 Equity Incentive Plan (the “2018 Plan”) to, among other things, increase the aggregate number of shares of the Company’s common stock reserved for issuance under the 2018 Plan by 11.0 million shares. In June 2025, the Company’s stockholders approved an amendment and restatement of the 2018 Plan to, among other things, increase the aggregate number of shares of the Company’s common stock reserved for issuance under the 2018 Plan by 14.0 million shares. The aggregate number of shares of the Company’s common stock reserved for issuance under the 2018 Plan are 52.8 million shares as of December 31, 2025.\n\nThe exercise price of a stock option granted under the 2018 Plan may not be less than 100% of the fair market value of the Company’s common stock subject to the stock option on the date of grant, and the option term will not exceed 10 years. If the person to whom the stock option is granted is a 10% stockholder of the Company, and the stock option granted qualifies as an incentive stock option, then the exercise price per share will not be less than 110% of the fair market value of the Company’s common stock on the date of grant, and the option term will not exceed five years. Generally, stock options granted under the 2018 Plan vest over three or four years and expire ten years after the date of grant, or earlier upon termination of employment or services to the Company.\n\nThe number of shares of common stock reserved for issuance under the 2018 Plan will be reduced: (i) on a 1-for-1 basis for each share of common stock subject to a stock option or stock appreciation right granted under the plan, (ii) by a fixed ratio of 1.33 shares of common stock for each share of common stock issued pursuant to a full-value award granted under the plan.\n\nShares subject to any outstanding stock options or other awards under the 2018 Plan that expire or otherwise terminate prior to the issuance of the shares subject to those stock options or awards will be available for subsequent issuance under the 2018 Plan. Any unvested shares issued under the 2018 Plan that the Company subsequently purchases, pursuant to repurchase rights under the 2018 Plan, will be added back to the number of shares reserved for issuance under the 2018 Plan on a 1-for-1 basis or a 1.33-for-1 basis (depending on the ratio at which the share reserve was debited for the original award) and will accordingly be available for subsequent issuance in accordance with the terms of the 2018 Plan.\n\nAs of December 31, 2025, there were 22.9 million shares of the Company’s common stock reserved for future awards under the Company’s 2018 Plan.\n\n2020 Employee Stock Purchase Plan\n\nIn May 2021, the Company’s stockholders approved the Company’s 2020 Employee Stock Purchase Plan (“the ESPP”). The ESPP provides for a total of 5.0 million shares of common stock reserved for issuance thereunder. Eligible employees may purchase common stock at 85% of the lesser of the fair market value of the Company’s common stock on the first day of the applicable two-year offering period or the last day of the applicable six-month purchase period. As of\n\n136\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nDecember 31, 2025, there were 1.2 million shares of the Company’s common stock reserved for future issuance under the ESPP.\n\nStock Option Activity\n\nA summary of the Company’s stock option activity is as follows:\n\nNumber of\nSharesWeighted-\nAverage\nExercise per\nShare PriceWeighted-Average\nRemaining\nContractual TermAggregate\nIntrinsic\nValue\n\n(in years)(in thousands)\n\nOptions outstanding at December 31, 202410,695,941 $6.68 \n\nOptions granted6,005,129 $0.93 \n\nOptions exercised— $— \n\nOptions forfeited and expired(1,246,863)$5.40 \n\nOptions outstanding at December 31, 202515,454,207 $4.55 6.47$— \n\nOptions exercisable at December 31, 20259,753,073 $6.63 4.94$— \n\nRestricted Stock Units\n\nDuring the years ended December 31, 2025 and 2024, the Company awarded 4.6 million and 11.8 million RSUs, respectively. The RSUs awarded in the years ended December 31, 2025 and 2024 had an average grant date fair value per award of $0.92 and $0.47, respectively. These awards generally vest over two or three years. The aggregate fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $6.7 million and $10.5 million, respectively.\n\nA summary of the Company’s RSU activity is as follows:\n\nNumber of\nSharesWeighted-Average\nRemaining\nContractual TermAggregate Intrinsic\nValue\n\n(in years)(in thousands)\n\nRSUs outstanding at December 31, 202411,022,885 \n\nRSUs awarded4,635,927 \n\nRSUs released(9,271,444)\n\nRSUs forfeited(742,812)\n\nRSUs outstanding at December 31, 20255,644,556 0.79$2,371 \n\nRSUs that vested in the years ended December 31, 2025 and 2024 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 3.6 million and 0.9 million for the years ended December 31, 2025 and 2024, respectively, and were based on the value of the RSUs on their respective issuance dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities were $3.3 million and $0.9 million in the years ended December 31, 2025 and 2024, respectively, and are reflected as a financing activity within the accompanying Consolidated Statements of Cash Flows. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.\n\n137\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nNOTE 9 – STOCK-BASED COMPENSATION\n\nThe following table shows total stock-based compensation expense recognized in the accompanying Consolidated Statements of Operations (in thousands):\n\nYear Ended December 31,\n\n20252024\n\nResearch and development$4,166 $5,698 \n\nGeneral and administrative4,913 6,684 \n\nTotal stock-based compensation expense$9,079 $12,382 \n\nAs of December 31, 2025, total stock-based compensation expense to be recognized in future periods related to unvested stock options was $3.0 million, which is expected to be expensed over a weighted-average period of 2.0 years. As of December 31, 2025, total stock-based compensation expense to be recognized in future periods related to unvested RSUs was $3.2 million, which is expected to be expensed over a weighted-average period of 1.6 years. There was no capitalized stock-based employee compensation expense as of December 31, 2025 and 2024.\n\nValuation Assumptions\n\nEmployee stock-based compensation expense was determined using the Black-Scholes option valuation model for stock options and employee share purchases under the ESPP. Option valuation models require the input of subjective assumptions and these assumptions can vary over time. The fair value of RSUs was based on the closing price of the underlying common stock on the date of grant.\n\nThe Company bases its determination of expected volatility through its assessment of the historical volatility of its common stock. The Company relied on its historical exercise and post-vested termination activity for estimating its expected term for use in determining the fair value of these options.\n\nThe weighted-average estimated fair value per share of options granted during the years ended December 31, 2025 and 2024 was $0.72 and $0.40, respectively, based upon the assumptions used in the Black-Scholes valuation model. The assumptions used for estimating the fair value of the employee stock options were as follows:\n\nYear Ended December 31,\n\n20252024\n\nRisk-free interest rate\n4.01-4.14%\n4.35 %\n\nExpected term (in years)\n5.43-5.46\n5.36\n\nExpected dividend yield of stock— — \n\nExpected volatility\n99.96-103.86%\n82.98 %\n\nEmployees purchased 0.9 million and 0.7 million shares of common stock through the ESPP at a weighted-average exercise price of $0.39 and $0.39 per share during the years ended December 31, 2025 and 2024, respectively. The weighted-average estimated fair values of shares purchased under the Company’s ESPP during the years ended December 31, 2025 and 2024 were $0.32 and $0.21, respectively, based upon the assumptions used in the Black-Scholes valuation model.\n\nThe assumptions used for estimating the fair value of the ESPP purchase rights are as follows:\n\nYear Ended December 31,\n\n20252024\n\nRisk-free interest rate\n3.51-4.26%\n\n4.13-5.32%\n\nExpected term (in years)\n0.5-2.0\n\n0.5-2.0\n\nExpected dividend yield of stock— — \n\nExpected volatility\n82.96-173.63%\n\n99.27-153.06%\n\nNOTE 10—RESTRUCTURING CHARGES\n\nFrance Restructuring\n\nIn November 2023, the Company initiated an information and consultation procedure with the Works Council for its Valbonne, France workforce regarding a planned wind-down of Sangamo’s French research and development activities and a corresponding reduction in workforce, including planned closure of the Company’s cell therapy manufacturing facility and research labs in Valbonne, France. The information and consultation procedure with the Works Council resulted in the definition of an acceptable set of termination provisions including payouts to departing employees and were a required step\n\n138\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nbefore the Company could eliminate positions at Sangamo France. The information and consultation procedure of the Works Council was completed in the first quarter of 2024. On March 1, 2024, the Company’s Board of Directors approved the France Restructuring which resulted in the elimination of all 93 roles in France, or approximately 24% of the total global workforce. As a result, the Company terminated its research and development activities in France and has substantially completed making severance payments to its French employees as required by French law and the terms of the applicable collective bargaining agreements, and incurring other employee-related costs.\n\nA majority of expenses related to employee severance and notice period payments, benefits, contract termination costs, and other related restructuring charges for the France Restructuring were recognized during the year ended December 31, 2023. There were no material expenses or adjustments recorded during the year ended December 31, 2025 and 2024. See Note 5 – Impairment of Long-Lived Assets and Write-Down of Assets Held For Sale for impairment considerations related to the France Restructuring.\n\nThe France Restructuring and the cash payments related thereto were completed as of March 31, 2025. The Company will continue the long-term follow up for its clinical studies in France for previously dosed patients as required by regulations.\n\nNovember 2023 Restructuring\n\nOn November 1, 2023, the Company executed a restructuring of operations and a corresponding reduction in workforce (the “November 2023 Restructuring”), designed to reduce costs and advance its strategic transformation into a neurology-focused genomic medicine company. The November 2023 Restructuring resulted in the elimination of approximately 162 roles, including 108 full-time employees and 54 contracted employees and eliminated open positions, in the United States, or approximately 40% of the total United States workforce at that time, and included one-time severance payments and other employee-related costs, including additional vesting of service-based stock compensation awards.\n\nThe total restructuring charges are estimated to be approximately $7.8 million to $8.8 million, related to employee severance and notice period payments, benefits, Brisbane, California facility close-out costs, and other related restructuring charges for the November 2023 Restructuring, of which $0.9 million to $1.9 million is remaining to be incurred as of December 31, 2025. The Company incurred $0.2 million of expenses in the year ended December 31, 2024, which is included in research and development expense in the accompanying Consolidated Statements of Operations. No expense relating to the November 2023 Restructuring was recorded during the year ended December 31, 2025. The Company expects the remaining costs representing the close-out costs for the Brisbane, California facility to be complete in the next one to two years.\n\nThe following table is a summary of accrued November 2023 Restructuring and France Restructuring charges included within other accrued liabilities on the Company’s Consolidated Balance Sheet as of December 31, 2025 and 2024 (in thousands):\n\nDecember 31,\n\n20252024\n\nBalance at beginning of year$896 $11,733 \n\nRestructuring charges, net(552)342 \n\nCash payments(344)(11,179)\n\nBalance at end of year$— $896 \n\nSangamo may also incur other cash expenses or charges not currently contemplated or estimable due to events that may occur as a result of, or associated with, the November 2023 Restructuring.\n\nNOTE 11 – EMPLOYEE BENEFIT PLAN\n\nThe Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code covering all full-time employees (“Sangamo 401(k) Plan”). The Sangamo 401(k) Plan is intended to qualify under Section 401 of the Internal Revenue Code.\n\nThe Company matched employee contributions equal to 100% in 2025 and 2024, up to a limit of $5,000. Matching funds are fully vested when contributed. Contributions to the Sangamo 401(k) Plan by the Company were $0.8 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively.\n\n139\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nNOTE 12 – INCOME TAXES\n\nThe domestic and foreign components of loss before income taxes were as follows (in thousands):\n\nYear Ended December 31,\n\n20252024\n\nDomestic$(123,969)$(103,729)\n\nForeign469 5,621 \n\nLoss before income taxes$(123,500)$(98,108)\n\nIncome tax benefit for the years ended December 31, 2025 and 2024 consisted of the following (in thousands):\n\nYear Ended December 31,\n\n20252024\n\nIncome tax benefit:\n\nCurrent:\n\nFederal$— $— \n\nState— — \n\nForeign(568)(167)\n\nSubtotal(568)(167)\n\nDeferred:\n\nFederal— — \n\nState— — \n\nForeign— — \n\nSubtotal— — \n\nIncome tax benefit$(568)$(167)\n\nThe following table represents a reconciliation of the statutory federal rate and the Company’s effective tax rate (after the adoption of ASU 2023-09) for the year ended December 31, 2025 (in thousands):\n\nAmountPercentage\n\nIncome taxes (benefit) at statutory federal rate$(25,935)21.0 %\n\nState and local taxes, net of federal income tax effect— — \n\nForeign tax effects\n\nOther foreign(667)0.5 %\n\nEffect of cross-border tax laws\n\nGlobal Intangible Low-taxed Income— — \n\nNon-taxable or non-deductible items\n\nOther non-taxable or non-deductible items660 (0.5)%\n\nChange in valuation allowance (1)\n28,674 (23.2)%\n\nTax credits\n\nR&D credit(3,671)3.0 %\n\nChanges in unrecognized tax benefits160 (0.1)%\n\nOther adjustments\n\nOther211 (0.2)%\n\n$(568)0.5 %\n\n(1) In 2024, the change in valuation allowance related to the state jurisdictions was included in the change in valuation allowance. In 2025, this amount is net in the state and local taxes.\n\n140\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nFor the year ended December 31, 2024, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows (in thousands):\n\nYear Ended December 31,\n\n2024\n\nTax at federal statutory rate$(20,603)\n\nState taxes, net3,483 \n\nForeign rate differential263 \n\nGlobal Intangible Low-taxed Income617 \n\nNon-deductible stock-based compensation2,656 \n\nResearch credits(3,201)\n\nChange in valuation allowance16,172 \n\nOther446 \n\nIncome tax benefit$(167)\n\nDeferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):\n\nDecember 31,\n\n20252024\n\nAssets:\n\nDeferred tax assets:\n\nNet operating loss carryforwards$255,860 $211,585 \n\nResearch and development tax credit carryforwards62,819 58,409 \n\nStock-based compensation4,325 3,998 \n\nDeferred revenue1,476 — \n\nCapitalized research66,760 74,354 \n\nProperty and equipment17,272 15,648 \n\nIntangible assets130 31 \n\nLease liabilities6,732 6,666 \n\nAccruals and reserves4,754 331 \n\nOther421 235 \n\nTotal deferred tax asset420,549 371,257 \n\nValuation allowance419,779 367,578 \n\nDeferred tax assets770 3,679 \n\nLiabilities:\n\nOperating lease right-of-use assets(770)(3,679)\n\nDeferred tax liabilities(770)(3,679)\n\nTotal net deferred tax liabilities$— $— \n\nThe Company did not make any income tax payments in any jurisdiction during the year ended December 31, 2025.\n\nA valuation allowance is recorded when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. The Company regularly assesses the need for a valuation allowance against its deferred income tax assets by considering both positive and negative evidence related to whether it is more likely than not that the Company’s deferred income tax assets will be realized. In evaluating the Company’s ability to recover its deferred income tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.\n\nThe Company continues to maintain a full valuation allowance on its U.S. federal and state, Sangamo France and Sangamo U.K. net deferred tax assets, as the Company believes it is not more likely than not that these benefits will be realized. The valuation allowance increased by $52.2 million and $16.1 million for the years ended December 31, 2025 and 2024, respectively.\n\n141\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nAs of December 31, 2025, Sangamo had net operating loss carryforwards for federal and state income tax purposes of approximately $980.4 million and $470.3 million, respectively.\n\nThe federal net operating loss generated before 2018 will begin to expire in 2026 and will keep expiring through 2037, if not utilized. Federal net operating loss generated from 2018 will carry forward indefinitely. If not utilized, the state net operating loss carryforwards will begin to expire in 2029. The Company’s French net operating loss carryforward balance is $129.3 million, which carries over indefinitely. The Company also has federal and state research tax credit carryforwards of $53.2 million and $35.2 million, respectively. The federal research credits will begin to expire in 2026 and will keep expiring through 2045, while the state research credits have no expiration date. Utilization of the Company’s net operating loss carryforwards and research tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss carryforwards and research tax credit carryforwards before utilization.\n\nThe Company’s policy is to reinvest the earnings of its non-U.S. subsidiaries in those operations. The Company does not provide for U.S. taxes on the earnings of foreign subsidiaries because the Company intends to reinvest such earnings offshore indefinitely. However, if these funds were repatriated, the Company would be required to accrue and pay applicable U.S. taxes and withholding taxes. Due to the cumulative losses generated in foreign countries there are no earnings to repatriate.\n\nGovernment incentives in the form of refundable research tax credits are recognized when there is reasonable assurance that the incentive will be received and the Company will comply with the conditions specified in the agreement or statutory requirements. The Company is eligible to receive these incentives because it engages in qualifying research and development activities in a foreign jurisdiction as defined by the government entity. As of December 31, 2025 and 2024, the Company had refundable research tax credits of $10.1 million and $4.1 million, respectively, in current assets and $8.9 million and $12.8 million, respectively, in non-current assets on the Consolidated Balance Sheets.\n\nThe Company files federal and state income tax returns with varying statutes of limitations. The tax years from 2006 forward remain open to examination due to the carryover of net operating losses or tax credits. The Company also files the U.K. and French income tax returns, and the tax years from 2021 and thereafter remain open in the U.K., and the tax years 2021 and thereafter in France are still subject to examination.\n\nThe Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $0.2 million and $0.2 million accrued interest and/or penalties as of December 31, 2025 and 2024, respectively. Unrecognized tax benefits are not expected to change materially over the next 12 months. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $0.6 million and $0.9 million as of December 31, 2025 and 2024, respectively.\n\nThe following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands):\n\nDecember 31,\n\n20252024\n\nBeginning balance$22,137 $18,320 \n\nAdditions based on tax positions related to the current year1,292 4,274 \n\nAdditions for tax positions of prior years22 26 \n\nReductions for tax positions of prior years(2,949)(224)\n\nStatute lapse(308)(259)\n\nEnding balance$20,194 $22,137 \n\nNOTE 13 – SEGMENT INFORMATION\n\nThe 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.\n\nThe 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.\n\n142\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)\n\nThe 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 Consolidated Statements of Operations:\n\nYear Ended December 31,\n\n20252024\n\nRevenues$39,552 $57,800 \n\nLess:\n\nResearch and development (*)\n57,793 70,289 \n\nGeneral and administrative (*)\n30,093 37,827 \n\nClinical manufacturing operations (*)\n50,711 35,345 \n\nImpairment of long-lived assets13,235 5,521 \n\nStock-based compensation9,079 12,382 \n\nOther segment items (**)\n1,573 (5,623)\n\nNet loss$(122,932)$(97,941)\n\n(*) Research and development, general and administrative, and clinical manufacturing operations expenses include depreciation and amortization expense, which is included in the Company’s Consolidated Statements of Cash Flows.\n\n(**) Other segment items include restructuring charges, interest income, other (expense) income, net, and income tax benefit.\n\nNOTE 14 – SUBSEQUENT EVENTS\n\n2026 Underwritten Offering and Warrant Amendment\n\nOn February 3, 2026, the Company entered into an underwriting agreement (the “2026 Underwriting Agreement”) with Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, 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 Purchase Warrants” and together with the 2026 Pre-Funded Warrants, the “2026 Warrants”). The combined offering price of each share of common stock and accompanying 2026 Purchase Warrant was $0.47. The combined offering price of each 2026 Pre-Funded Warrant and accompanying 2026 Purchase Warrant was $0.46. The common stock and 2026 Pre-Funded Warrants were sold in combination with an accompanying 2026 Purchase Warrant to purchase one share of common stock issued for each share of common stock or 2026 Pre-Funded Warrant sold. The net proceeds to the Company from the 2026 Offering were approximately $23.1 million, after deducting underwriting discounts and other offering costs.\n\nIn 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 outstanding common stock warrants issued on March 26, 2024 and held by the investor to purchase 23.8 million shares of common stock from $1.00 to $0.4719 (the “Repriced Warrants”). The Repriced Warrants 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 Warrants to be five and a half years from the closing of the 2026 Offering. Other than as described herein, the terms of the Repriced Warrants remain the same and unchanged.\n\nAt-the-Market Offering Program\n\nSubsequent to December 31, 2025, the Company sold 9.3 million shares of its common stock under the Open Market Sale Agreement℠ with Jefferies, for net proceeds of approximately $3.7 million.\n\nExercise of Pre-Funded Warrants\n\nIn February and March 2026, the Company issued an aggregate of 17.8 million shares of common stock upon exercise of the 2026 Pre-Funded Warrants. Following this issuance, none of the 2026 Pre-Funded Warrants remain outstanding.\n\nVendor Payment Arrangement\n\nIn March 2026, the Company has agreed with a vendor to pay amounts related to manufacturing services, in equal installments over a period of 12 months beginning March 2026.\n\n143\n\n[Table of Contents](#i29aeb4416f69482f8f7bc32e0d48731a_7)"}