Opening the filing
8-K
The information set forth under Item 2.01 below is incorporated into this Item 1.03 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on June 23, 2026, Sangamo Therapeutics, Inc. (the “Company”) filed a voluntary petition for relief (Case No. 26-10989) under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Court” and such case, the “Chapter 11 Case”). The Company has continued to operate its business as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code.
On July 14, 2026, the Court entered an order approving bidding procedures (the “Bid Procedures Order”) (Docket No. 122), which, among other things, authorized the Company to identify one or more purchasers, subject to the Court’s approval, in connection with the sale of substantially all of the Company’s assets and enter into one or more related purchase agreements. Pursuant to the Bid Procedures Order, the bid deadline was 5:00 p.m. (Eastern Time) on August 4, 2026, and the Company conducted a court-supervised auction process on August 10, 2026, at which Eli Lilly and Company (“Lilly”) was selected as the successful bidder for the Lilly Assets (as defined below).
On August 20, 2026, the Court entered a Sale Order authorizing the sale of the Lilly Assets pursuant to the terms of the Asset Purchase Agreement (as defined below) (Docket No. 362).
Accordingly, on September 4, 2026, the Company completed the previously announced sale of its technology platforms, including its AAV capsid engineering platform, including the Company’s proprietary novel capsid known as STAC-BBB and related next-generation variants and related technology; its zinc finger protein technology platform; its Modular Integrase genome editing platform; the Company’s prion disease program (ST-506); certain intellectual property rights relating to the foregoing; and the Company’s rights to receive certain payments on account of certain of its outlicensing agreements, including the right to receive future milestone and royalty payments thereunder (collectively, the “Lilly Assets”), as contemplated by the Asset Purchase Agreement, dated June 22, 2026, by and among the Company, the Company’s wholly-owned subsidiaries, Merope Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Lilly, and Lilly (solely as guarantor for purposes of section 10.21 of the Asset Purchase Agreement)
(the “Asset Purchase Agreement”), for $50 million in cash and the assumption of certain specified liabilities related to the Lilly Assets.
The foregoing summary of the Asset Purchase Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On September 2, 2026, the Company filed with the Court its monthly operating report for the period beginning July 1, 2026 and ended July 31, 2026 (the “MOR”).
The information set forth in Item 7.01 of this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD. The MOR is attached hereto as Exhibit 99.1. The MOR and additional information regarding the Chapter 11 Case is available at https://www.veritaglobal.net/SangamoTherapeutics. The documents and other information on this website are not part of this Current Report on Form 8-K and shall not be incorporated by reference.
The information contained in this Item 7.01 and in Exhibit 99.1 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Exhibit 99.1
Nikunj Jain 501 Canal Blvd., Suite A100 Richmond, CA 94804 STATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. § 1320.4(a)(2) applies.
Case 26-10989-CTG Doc 427 Filed 09/02/26 Page 1 of 25
UST Form 11-MOR (12/01/2021) Debtor's Name SANGAMO THERAPEUTICS, INC. Case No. 26-10989 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $14,382,244 b. Total receipts (net of transfers between accounts) $18,058,990 $28,562,062 c. Total disbursements (net of transfers between accounts) $15,534,279 $16,512,210 d. Cash balance end of month (a+b-c) $16,906,955 e. Disbursements made by third party for the benefit of the estate $0 $0 f. Total disbursements for quarterly fee calculation (c+e) $15,534,279 $16,512,210 Part 2: Asset and Liability Status Current Month (Not generally applicable to Individual Debtors. See Instructions.)
a. Accounts receivable (total net of allowance) $500,160 b. Accounts receivable over 90 days outstanding (net of allowance) $90,355 c. Inventory ( (attach explanation)) Book Market Other $0 d Total current assets $20,386,655 e. Total assets $155,117,944 f. Postpetition payables (excluding taxes) $18,768,593 g. Postpetition payables past due (excluding taxes) $366,473 h. Postpetition taxes payable $269,455 i. Postpetition taxes past due $0 j. Total postpetition debt (f+h) $19,038,048 k. Prepetition secured debt $0 l. Prepetition priority debt $32,543 m. Prepetition unsecured debt $78,061,802 n. Total liabilities (debt) (j+k+l+m) $97,132,393 o. Ending equity/net worth (e-n) $57,985,551 Part 3: Assets Sold or Transferred Current Month Cumulative a. Total cash sales price for assets sold/transferred outside the ordinary course of business $0 $0 b. Total payments to third parties incident to assets being sold/transferred outside the ordinary course of business $0 $0 c. Net cash proceeds from assets sold/transferred outside the ordinary course of business (a-b) $0 $0 Part 4: Income Statement (Statement of Operations) Current Month Cumulative (Not generally applicable to Individual Debtors. See Instructions.)
a. Gross income/sales (net of returns and allowances) $720,000 b. Cost of goods sold (inclusive of depreciation, if applicable) $0 c. Gross profit (a-b) $720,000 d. Selling expenses $0 e. General and administrative expenses $3,764,872 f. Other expenses $3,231,570 g. Depreciation and/or amortization (not included in 4b) $216,290 h. Interest $105,000 i. Taxes (local, state, and federal) $0 j. Reorganization items $4,244,225 k. Profit (loss) $-11,165,298 $-14,920,356
Case 26-10989-CTG Doc 427 Filed 09/02/26 Page 2 of 25
UST Form 11-MOR (12/01/2021) Debtor's Name SANGAMO THERAPEUTICS, INC. Case No. 26-10989 Part 5: Professional Fees and Expenses