Bankruptcy, Financial Obligation (Form 8-K)

Item 1.03 Bankruptcy or Receivership.

On June 23, 2026 (the "Petition Date"), Sangamo Therapeutics, Inc. (the "Company") filed a voluntary petition (Case No. 26-10989) for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the "Court" and such case, the "Case"). The Company will continue 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 and orders of the Court. To ensure its ability to continue operating in the ordinary course of business, the Company has filed with the Court motions seeking a variety of "first-day" relief (collectively, the "First Day Motions"). In addition, the Company filed with the Court a motion seeking approval of debtor-in-possession financing in the form of the DIP Facility (as defined and described below) to fund post-petition operations and costs in the ordinary course.

The Company's objective in the Case is to maximize value for its stakeholders, which may be achieved through the sale of all or substantially all assets to the highest bidder or bidders. Additional information about the Case, including access to Court documents, is available online at https://www.veritaglobal.net/SangamoTherapeutics, a website administered by Verita Global, a third-party bankruptcy claims and noticing agent. The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.

Stalking Horse Asset Purchase Agreements

Lilly Stalking Horse Asset Purchase Agreement

On June 22, 2026, the Company entered into an asset purchase agreement (the "Lilly Stalking Horse APA") 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 Eli Lilly and Company ("Lilly"), and Lilly (solely as guarantor for purposes of section 10.21 of the Lilly Stalking Horse APA). Pursuant to the Lilly Stalking Horse APA, the Company has agreed to sell, and Lilly has agreed to acquire, subject to the terms and conditions contained therein, the Company's 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"), and to assume certain specified liabilities of the Company (collectively, the "Lilly Liabilities" and such acquisition of the Lilly Assets and assumption of the Lilly Liabilities, the "Lilly Transaction") for total consideration of $50 million plus assumption of the Lilly Liabilities. Under the Lilly Stalking Horse APA, Lilly has agreed to serve as the "stalking horse" bidder in respect of the Lilly Assets, and the Lilly Transaction remains subject to higher or otherwise better bids.

The Lilly Transaction, and the designation of Lilly as a stalking horse bidder, is subject to the approval of the Court. As a proposed stalking horse bidder, Lilly's offer to purchase the Lilly Assets and assume the Lilly Liabilities, as set forth in the Lilly Stalking Horse APA, would serve as the minimum, or floor, bid. On June 23, 2026, the Company filed a motion with the Court seeking authority to sell the Lilly Assets to Lilly pursuant to Section 363 of the Bankruptcy Code, subject to higher or otherwise better bids, approval of the proposed bidding procedures, designation of Lilly as a stalking horse bidder for the Lilly Assets, and a motion requesting a hearing on approval of the bidding procedures (the "Sale Motion").

The Lilly Stalking Horse APA contains customary representations, warranties and covenants of the parties for a transaction involving the acquisition of assets from a debtor in bankruptcy, and the completion of the Lilly Transaction is subject to a number of customary conditions, which, among others, include the entry of an order of

the Court authorizing and approving the Lilly Transaction, the performance by each party of its obligations under the Lilly Stalking Horse APA and the material accuracy of each party's representations, as well as a condition related to the treatment of the Company's outbound licensing agreements.

The Lilly Stalking Horse APA contains customary termination provisions, including rights exercisable by either party or by Lilly alone upon the occurrence of specified events, including failure to satisfy specified case milestones, material breach by the other party, and the occurrence of certain Court or case-related events adverse to Lilly.

The foregoing summary of the Lilly Stalking Horse APA is not complete and is qualified in its entirety by reference to the full text of the Lilly Stalking Horse APA, a copy of which will be filed as an exhibit to an amendment to this Current Report on Form 8-K.

The representations, warranties and covenants set forth in the Lilly Stalking Horse APA have been made only for purposes of the Lilly Stalking Horse APA and solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Lilly Stalking Horse APA instead of establishing these matters as facts. In addition, information regarding the subject matter of the representations and warranties made in the Lilly Stalking Horse APA may change after the date of the Lilly Stalking Horse APA and do not purport to be accurate as of the date of this Current Report on Form 8-K. Accordingly, investors should not rely upon the representations and warranties in the Lilly Stalking Horse APA as statements of factual information.

Astellas Stalking Horse Asset Purchase Agreement

On June 22, 2026, the Company entered into an asset purchase agreement (the "Astellas Stalking Horse APA") with Gene Therapies Inc., a Delaware corporation and a subsidiary of Astellas Pharma Inc. ("Astellas"), pursuant to which the Company has agreed to sell, and Astellas agreed to acquire, subject to the terms and conditions contained in the Astellas Stalking Horse APA, all of the assets of the Company primarily related to isaralgagene civaparvovec, the Company's product candidate for the treatment of Fabry Disease (collectively, the "Astellas Assets"), and to assume certain specified liabilities of the Company (collectively, the "Astellas Liabilities" and such acquisition of Astellas Assets and assumption of Astellas Liabilities, the "Astellas Transaction" and together with the Lilly Transaction, the "Transactions"), for total consideration of $25 million payable at closing plus up to an additional $25 million payable upon the achievement of certain specified milestones. Under the Astellas Stalking Horse APA, Astellas has agreed to serve as the "stalking horse" bidder in respect of the Astellas Assets, and the Astellas Transaction remains subject to higher or otherwise better bids.

The Astellas Transaction, and the designation of Astellas as a stalking horse bidder, is subject to the approval of the Court. As a proposed stalking horse bidder, Astellas' offer to purchase the Astellas Assets and assume the Astellas Liabilities, as set forth in the Astellas Stalking Horse APA, would serve as the minimum, or floor, bid. On June 23, 2026, the Company filed a motion with the Court seeking authority to sell the Astellas Assets to Astellas pursuant to Section 363 of the Bankruptcy Code, subject to higher or otherwise better bids, approval of the proposed bidding procedures, designation of Astellas as a stalking horse bidder for the Astellas Assets, and the Sale Motion.

The Astellas Stalking Horse APA contains customary representations, warranties and covenants of the parties for a transaction involving the acquisition of assets from a debtor in bankruptcy, and the completion of the Astellas Transaction is subject to a number of customary conditions, which, among others, include the entry of an order of the Court authorizing and approving the Astellas Transaction, the performance by each party of its obligations under the Astellas Stalking Horse APA and the material accuracy of each party's representations.

The Astellas Stalking Horse APA contains customary termination provisions, including rights exercisable by either party, by Astellas alone, or that arise automatically upon the occurrence of specified events, including material breach by the other party, failure to satisfy specified case process deadlines, and the occurrence of certain Court or case-related events adverse to Astellas.

The foregoing summary of the Astellas Stalking Horse APA is not complete and is qualified in its entirety by reference to the full text of the Astellas Stalking Horse APA, a copy of which will be filed as an exhibit to an amendment to this Current Report on Form 8-K.

The representations, warranties and covenants set forth in the Astellas Stalking Horse APA have been made only for purposes of the Astellas Stalking Horse APA and solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Astellas Stalking Horse APA instead of establishing these matters as facts. In addition, information regarding the subject matter of the representations and warranties made in the Astellas Stalking Horse APA may change after the date of the Astellas Stalking Horse APA and do not purport to be accurate as of the date of this Current Report on Form 8-K. Accordingly, investors should not rely upon the representations and warranties in the Astellas Stalking Horse APA as statements of factual information.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In 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.

The 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.

The 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.

All 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.

The 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.