{"url_path":"/sec/sgmo/8-k/2026-06-23/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1001233/0001193125-26-278582-index.html","accession_number":"0001193125-26-278582","cik":"0001001233","ticker":"SGMO","issuer_name":"SANGAMO THERAPEUTICS, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001233/0001193125-26-278582-index.html","primary_entity_key":"0001001233","primary_entity_name":"SANGAMO THERAPEUTICS, INC"},"word_count":623,"has_tables":true,"body_markdown":"Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.\n\nIn connection with the filing of the Case, Northridge ATM, LLC (together with its subsidiaries, affiliates, designees, and assignees, the “DIP Lender”) agreed to provide debtor-in-possession financing to the Company (the “DIP Facility”), pursuant to which, and subject to the satisfaction of the applicable conditions precedent contained therein, including the entry by the Court of appropriate orders relating to the same (the “DIP Orders”), the DIP Lender would provide the Company with a DIP Facility in an aggregate principal amount of up to $30 million. Borrowings under the DIP Facility would be senior secured obligations of the Company, secured by a first priority lien on substantially all assets of the Company and its subsidiaries (“Collateral”), and a superpriority claim, subject to customary carve-outs and permitted liens.\n\nThe DIP Facility is expected to contain customary covenants for comparable debtor-in-possession financing arrangements, including covenants mandating compliance by the Company with a 13-week budget, among others. The proceeds of all or a portion of the proposed DIP Facility may be used for, among other things, post-petition working capital and other general corporate purposes of the Company, payment of costs to administer the Case, fees and expenses payable under the DIP Facility, interest and other amounts payable under the DIP Facility, and any other purpose not prohibited by the DIP Orders.\n\nThe DIP Facility is subject to approval by the Court, which has not been obtained at this time. The Company is seeking (i) interim approval of the initial draw of the DIP Facility in the amount of up to $10.5 million at an interim hearing before the Court, and (ii) final approval of the full DIP Facility at a final hearing before the Court.\n\nAll obligations under the DIP Facility shall be due and payable in full in cash on the earliest to occur of the following (such earliest date, the “DIP Termination Date”): (i) December 30, 2026; (ii) the effective date of any Chapter 11 plan with respect to the Company; (iii) the consummation of the sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries (together, the “Loan Parties”) pursuant to Section 363 of the Bankruptcy Code, provided that, for the avoidance of doubt, the consummation of either the transactions contemplated by the Lilly Stalking Horse APA or the transactions contemplated by the Astellas Stalking Horse APA, individually, shall not constitute a sale or other disposition of all or substantially all of the assets of the Loan Parties; (iv) the acceleration of the borrowings under the DIP Facility following the occurrence and during the continuance of an event of default under the loan documents governing the DIP Facility (the “DIP Documents”); (v) dismissal or conversion of the Chapter 11 Case into a case under Chapter 7 of the Bankruptcy Code, or the appointment of a trustee or examiner in the Chapter 11 Case; or (vi) thirty-five (35) days after the Petition Date, unless the final DIP order has been entered by the Court on or prior to such date, unless otherwise extended in writing by the DIP Lender in its sole discretion.\n\nThe DIP Documents are expected to contain customary events of default for debtor-in-possession financings of this type, including, among others, failure to comply with the approved budget and related covenants, failure to achieve specified milestones, entry of an order obtaining additional financing on a senior or pari passu basis without the DIP Lender’s consent, unless such financing provides for the payment in full of the obligations under the DIP Facility, and entry of an order appointing a trustee or examiner in the Chapter 11 Case."}