{"url_path":"/sec/sgmo/8-k/2026-06-23/item-2-05","section_key":"item-2-05","section_title":"Item 2.05 Costs Associated With Exit or Disposal Activities.","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":927,"has_tables":true,"body_markdown":"Item 2.05 Costs Associated With Exit or Disposal Activities.\n\nOn June 18, 2026, the Company’s Board of Directors approved a restructuring of the Company’s operations and a corresponding reduction in workforce. The Company expects the restructuring to result in the elimination of approximately 51 roles in the United States, or approximately 40% of the Company’s workforce. The Company notified employees affected by restructuring on June 22, 2026. The Company will continue to advance the Company’s platforms and programs that are the subject of the Lilly Stalking Horse APA and the Astellas Stalking Horse APA with a workforce consisting of approximately 77 employees.\n\nThe Company expects to incur incremental expenses in the range of approximately $3.0 million to $4,0 million related primarily to severance and employee health benefit obligations, and estimates that it has made approximately $0.5 million in cash payments related to accrued paid time off. The Company does not expect to recognize a stock-based compensation expense for impacted employees related to vested awards and has not modified the affected employees’ stock awards in a manner that would result in additional expenses. The charges that the Company expects to incur in connection with, or as a result of, the workforce reduction, are subject to a number of assumptions, and actual results may differ materially. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the restructuring.\n\nCautionary Note Regarding Forward-Looking Statements\n\nThis Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “expects,” “intends,” “potential,” “projects,” “target,” “will,” “would” and “future” or similar expressions are intended to identify forward-looking statements. Forward-looking statements in this report include statements concerning, among other things, the Case, the Company’s ability to complete the Transactions and its ability to continue operating in the ordinary course while the Case is pending, expectations concerning the Company’s reduction in force, and other statements that are not historical fact. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to: (i) risks related to the consummation of the Transactions; (ii) potential adverse effects of the Case on the Company’s liquidity and results of operations; (iii) the Company’s ability to obtain timely approval by the Court of the motions filed in the Case; (iv) objections to the Transactions, the bidding procedures, or other pleadings filed that could protract the Case; (v) employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; (vi) the Company’s ability to comply with the restrictions imposed by the terms and conditions of the Company’s financing arrangements, including the DIP Facility; (vii) the Company’s ability to maintain relationships with suppliers, vendors, partners, employees and other third parties and regulatory authorities as a result of the Case; (viii) the effects of the Case on the Company and on the interests of various constituents, including holders of the Company’s common stock; (ix) the Court’s rulings in the Case, including the approvals of the terms and conditions of the Transactions, and the outcome of the Case generally; (x) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Case; (xi) risks associated with third party motions in the Case, which may interfere with the Company’s ability to consummate the Transaction or an alternative transaction; (xii) increased administrative and legal costs related to the Chapter 11 process; (xiii) exposure to potential litigation, including related to the Transactions, and inherent risks involved in a bankruptcy process; (xiv) the occurrence of any event, change or other circumstances that could give rise to the right of the Company, Lilly or Astellas to terminate the applicable asset purchase agreement; (xv) the possibility that the anticipated benefits of the Transactions are not realized when expected or at all; (xvi) the possibility that the Transactions may be more expensive to complete than anticipated; (xvii) diversion of management’s attention from ongoing business operations and opportunities; (xviii) potential adverse reactions or changes to business or employee relationships, including those resulting from the bankruptcy proceedings of the Company or announcement or completion of the Transactions; (xiv) the risk that the Company will not realize the anticipated benefits of its reduction in force; and other risks and uncertainties, including those described in the section entitled “Risk Factors” in the Company’s\n\n \n\nmost recent annual or quarterly report filed with the Securities and Exchange Commission and in other filings the Company makes with the Securities and Exchange Commission from time to time. The forward-looking statements herein do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update the information contained in this Current Report on Form 8-K to reflect new events or circumstances, except as required by law.\n\n \n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n \nSANGAMO THERAPEUTICS, INC.\n\nDated: June 23, 2026\n \n\n \nBy:\n \n\n/s/ SCOTT B. WILLOUGHBY\n\n \n\n \nName:\n \nScott B. Willoughby\n\n \n\n \nTitle:\n \nChief Legal Officer and Corporate Secretary"}