Item 8.01 Other Events.
On March 21, 2024, Sangamo Therapeutics, Inc. (“Sangamo” or the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “Registered Direct Offering”), 24,761,905 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”) and pre-funded warrants to purchase up to an aggregate of 3,809,523 shares of Common Stock (the “Pre-Funded Warrants”), together with accompanying warrants to purchase up to an aggregate of 28,571,428 shares of Common Stock (the “Purchase Warrants,” and together with the Pre-Funded Warrants, the “Warrants”). The combined offering price of each share of Common Stock and accompanying Purchase Warrant is $0.84. The combined offering price of each Pre-Funded Warrant and accompanying Purchase Warrant is $0.83 (equal to the combined purchase price per share of Common Stock and accompanying Purchase Warrant, minus $0.01). All of the securities being sold in this offering are being sold by Sangamo. The gross proceeds to Sangamo from the Registered Direct Offering are expected to be approximately $24.0 million, before deducting the placement agents’ fees and other offering expenses payable by the Company. The offering is expected to close on or about March 26, 2024, subject to customary closing conditions.
Each Pre-Funded Warrant will have an initial exercise price per share of $0.01, subject to certain adjustments. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99%, 9.99% or 14.99% (at the election of the holder prior to the issuance of the Pre-Funded Warrant) of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days’ notice to the Company subject to the terms of the Pre-Funded Warrants.
Each Purchase Warrant will have an initial exercise price per share of $1.00, subject to certain adjustments. The Purchase Warrants will be exercisable six months after the date of issuance and may be exercised thereafter at any time until expiration five and a half years after the date of issuance. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Purchase Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99% or 14.99% (at the election of the holder prior to the issuance of the Purchase Warrant) of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days’ notice to the Company subject to the terms of the Purchase Warrants.
The Purchase Agreement contains customary representations, warranties and agreements by Sangamo, customary conditions to closing, indemnification obligations of Sangamo, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
Barclays Capital Inc. and Cantor Fitzgerald & Co. acted as the placement agents (the “Placement Agents”) in connection with the Registered Direct Offering pursuant to the Placement Agent Agreement, dated March 21, 2024 (the “Placement Agent Agreement”), by and among the Company and the Placement Agents. Pursuant to the Placement Agent Agreement, the Placement Agents will be entitled to a cash fee equal to 6% of the gross proceeds raised in the Registered Direct Offering and reimbursement of certain out-of-pocket expenses.
The offering is being made pursuant to Sangamo’s effective registration statement on Form S-3 (Registration Statement No. 333-255792) previously filed with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement thereunder.
