Sangamo Therapeutics Terminates Material Definitive Agreement

TL;DR

Sangamo just terminated a big deal, details TBD.

AI Summary

Sangamo Therapeutics, Inc. announced on December 22, 2024, the termination of a material definitive agreement. The company, headquartered in Richmond, California, did not disclose the specific agreement or the counterparty involved in this filing.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's ongoing operations, partnerships, and financial outlook.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement introduces uncertainty regarding the company's strategic direction and financial stability.

Key Players & Entities

• Sangamo Therapeutics, Inc. (company) — Registrant
• December 22, 2024 (date) — Date of earliest event reported
• Richmond, California (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share SGMO Nasdaq Global
• $70.0 m — gamo received an upfront license fee of $70.0 million, as well as an aggregate of $55.0
• $55.0 million — 0.0 million, as well as an aggregate of $55.0 million in milestone payments, and was eligible
• $220.0 million — was eligible to earn from Pfizer up to $220.0 million in remaining milestone payments for gir
• $175.0 million — r giroctocogene fitelparvovec and up to $175.0 million for other products that might have been

Filing Documents

• sgmo-20241222.htm (8-K) — 35KB
• 0001628280-24-052579.txt ( ) — 157KB
• sgmo-20241222.xsd (EX-101.SCH) — 2KB
• sgmo-20241222_lab.xml (EX-101.LAB) — 21KB
• sgmo-20241222_pre.xml (EX-101.PRE) — 12KB
• sgmo-20241222_htm.xml (XML) — 3KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 22, 2024, Pfizer Inc. ("Pfizer") notified Sangamo Therapeutics, Inc. ("Sangamo") of its termination for convenience, effective April 21, 2025 (the "Termination Date"), of the Collaboration and License Agreement (the "Collaboration Agreement") by and between Pfizer and Sangamo dated May 10, 2017, pursuant to which Pfizer and Sangamo engaged in activities in furtherance of the research, development and commercialization of giroctocogene fitelparvovec, also known as SB-525, Sangamo's gene therapy product candidate for hemophilia A. Pfizer has indicated to Sangamo that the termination relates to its decision not to submit a Biologics License Application or Marketing Authorisation Application for, or pursue commercialization of, giroctocogene fitelparvovec. Under the terms of the Collaboration Agreement, Sangamo granted Pfizer an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses, to use certain technology controlled by Sangamo for the purpose of developing, manufacturing and commercializing giroctocogene fitelparvovec and related products. Pfizer granted Sangamo a non-exclusive, worldwide, royalty free, fully paid, perpetual, irrevocable license, with the right to grant sublicenses, to use certain manufacturing technology developed under the Collaboration Agreement and controlled by Pfizer to manufacture Sangamo's products that utilize the adeno-associated virus (AAV) delivery system. Under the Collaboration Agreement, Sangamo was responsible for conducting the Phase 1/2 clinical study and certain manufacturing activities for giroctocogene fitelparvovec, while Pfizer was responsible for subsequent worldwide development, manufacturing, marketing and commercialization of giroctocogene fitelparvovec, including the Phase 3 AFFINE clinical trial in which giroctocogene fitelparvovec met both the primary and key secondary endpoints. Pursuant to the Collaboration Agreement,

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements regarding Sangamo's current expectations. These forward-looking statements include, without limitation, statements regarding the effects of termination of Sangamo's collaboration agreement with Pfizer, Sangamo's plans to seek a new potential partner for giroctocogene fitelparvovec and other statements that are not historical fact. These statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict. Sangamo's actual results may differ materially and adversely from those expressed in these forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to: the research and development process, including the results of preclinical studies and clinical trials; the regulatory approval process for product candidates; the impact of macroeconomic factors on the global business environment, healthcare systems and the business and operations of Sangamo and its collaboration partners; the potential for technological developments that obviate technologies used by Sangamo; the potential that Sangamo will not be able to identify a new collaborator for the SB-525 program; the potential for Sangamo to cease development of the SB-525 program, whether due to its inability to secure options to bring the program forward or otherwise; Sangamo's lack of resources to fully develop, obtain regulatory approval for and commercialize its product candidates; Sangamo's cash position; and Sangamo's ability to raise additional capital on acceptable terms or at all. These risks and uncertainties are described more fully in Sangamo's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2023, as supplemented by its Quarterly Report on Form 10-Q for the quarter ended September 30,

SIGNATURES

SIGNATURES Pursuant 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. SANGAMO THERAPEUTICS, INC. Dated: December 30, 2024 By: /s/ SCOTT B. WILLOUGHBY Name: Scott B. Willoughby Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR