{"url_path":"/sec/sgmo/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1001233/0001628280-26-035067-index.html","accession_number":"0001628280-26-035067","cik":"0001001233","ticker":"SGMO","issuer_name":"SANGAMO THERAPEUTICS, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001233/0001628280-26-035067-index.html","primary_entity_key":"0001001233","primary_entity_name":"SANGAMO THERAPEUTICS, INC"},"word_count":912,"has_tables":true,"body_markdown":"ITEM  1A.    RISK FACTORS\n\nBelow we are providing, in supplemental form, changes to our risk factors from those previously disclosed in Part I, Item 1A of the 2025 Annual Report. Our risk factors disclosed in Part I, Item 1A of the 2025 Annual Report provide additional discussion about these supplemental risks and we encourage you to read and carefully consider the risk factors disclosed in Part I, Item 1A of the 2025 Annual Report for a more complete understanding of the risks and uncertainties material to our business.\n\nTrading of our common stock on The Nasdaq Capital Market was suspended on May 5, 2026 due to our failure to meet Nasdaq’s minimum bid price requirement, and our common stock now trades on the OTCQB Venture Market. This transition has resulted, and may continue to result, in a decrease in the market price of our common stock and could adversely affect the liquidity of our common stock and our ability to obtain sufficient additional capital to fund our operations and to continue to operate as a going concern.\n\nOn April 30, 2025, we received a written notice, or the Notice, from the Listing Qualifications Department, or the Staff, of The Nasdaq Stock Market LLC, or Nasdaq, notifying us that because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement, or the Minimum Bid Price Requirement, for continued listing under Nasdaq Listing Rule 5550(a)(2) on The Nasdaq Capital Market. We were provided until October 27, 2025 to regain compliance with the Minimum Bid Price Requirement. On October 29, 2025, we received an additional notification from the Staff that while we had not regained compliance with the Minimum Bid Price Requirement, we were eligible for an additional 180-day compliance period, or until April 27, 2026, to regain compliance with the Minimum Bid Price Requirement.\n\nOn April 28, 2026, we received a written notification, or the Delisting Notice, from the Staff of Nasdaq of its determination to delist our common stock as a result of our ongoing failure to comply with the minimum bid price requirement. Trading in our common stock on The Nasdaq Capital Market was subsequently suspended at the open of trading on May 5, 2026.\n\nWe have requested a hearing before a Nasdaq Hearings Panel, or the Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series for the purpose of appealing the Staff’s delisting determination. The hearing is scheduled to occur on June 9, 2026. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(d), our timely request for a hearing stayed delisting but did not stay the trading suspension of our common stock. Our common stock will remain suspended from trading on The Nasdaq Capital Market unless the Panel’s decision issued after the hearing ultimately determines to reinstate trading of our common stock on The Nasdaq Capital Market. There can be no assurance that our appeal of the Nasdaq delisting determination will be successful or that trading of our common stock will resume on The Nasdaq Capital Market in the near term or at all, and an adverse decision by the Panel will result in an immediate delisting of our common stock from The Nasdaq Capital Market.\n\nOn May 5, 2026, our common stock commenced trading on the OTCQB Venture Market, an over-the-counter market operated by OTC Markets Group, under our existing symbol “SGMO.” This transition has resulted, and may continue to result, in downward pressure on the market price of our common stock and could adversely affect the liquidity of our common stock. In turn, this may decrease the number of institutional and other investors willing to hold or acquire our common stock and, as a result, our ability to raise sufficient additional capital to fund our operations and to continue to operate as a going concern may be substantially impaired. Moreover, there could be a further reduction in our coverage by securities analysts and the news media, and broker-dealers may be deterred from making a market in or otherwise seeking to execute trades in or generate interest in our common stock, which could cause the price of our common stock to decline further. In addition, in the event our common stock is ultimately delisted from Nasdaq, we will be subject to additional regulation in the states in which we offer our securities. Furthermore, delisting may also negatively affect our collaborators’, vendors’ and suppliers’ and confidence in us and could have a detrimental effect on employee morale.\n\nAlthough our common stock is quoted on OTCQB Market, the suspension of trading in our common stock on Nasdaq limits the public resale market for our common stock. The lack of an active, liquid trading market for our common stock could impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. In addition, the reduced liquidity of our common stock could make the price of our common stock more significantly impacted by broad market fluctuations, general market conditions, fluctuations in our operating results, changes in the markets’ perception of our business, and announcements made by us, our competitors and parties with whom we have business relationships, and such volatility could have a material adverse effect on our business, financial condition and results of operations, including our ability to raise additional capital and continue as a going concern.\n\n36\n\n[Table of](#i37464b938c124fd1bcf924f2adb6d3e2_7)[Contents](#i37464b938c124fd1bcf924f2adb6d3e2_7)"}