Sangamo Therapeutics Inc.
10/29/2025 | Press release | Distributed by Public on 10/29/2025 14:09
Failure to Satisfy Listing Rule (Form 8-K)
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 29, 2025, Sangamo Therapeutics, Inc. (the "Company") received a letter (the "Extension Notice") from The Nasdaq Stock Market LLC ("Nasdaq") advising that the Company has been granted a 180-day extension, or until April 27, 2026, to regain compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"), in accordance with Nasdaq Listing Rule 5810(c)(3)(A). If at any time prior to April 27, 2026, the bid price of the Company's common stock, par value $0.01 per share ("Common Stock"), closes at $1.00 per share or more for a minimum of 10 consecutive trading days, the Company will regain compliance with the Minimum Bid Price Requirement. The Extension Notice has no immediate effect on the listing of the Common Stock on The Nasdaq Capital Market and does not affect the Company's reporting requirements with the Securities and Exchange Commission ("SEC").
As previously disclosed on the Current Report on Form 8-K filed with the SEC on May 5, 2025, the Company received a letter on April 30, 2025 from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid price of the Common Stock, for the preceding 30 consecutive business days, the Company was not in compliance with the Minimum Bid Price Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 days, or until October 27, 2025, to regain compliance with the Minimum Bid Price Requirement.
The Company intends to cure the Minimum Bid Price Requirement by April 27, 2026, however if the Company does not regain compliance with the Minimum Bid Price Requirement during this period, the Company expects that Nasdaq will provide written notification to the Company that its Common Stock will be delisted. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the additional 180-day compliance period or maintain compliance with any other Nasdaq listing requirement.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K (the "Current Report") are "forward-looking statements" that are subject to substantial risks and uncertainties. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this Current Report may be identified by the use of words such as "anticipate," "expect," "believe," "will," "may," "should," "estimate," "project," "outlook," "forecast" or other similar words and include, without limitation, statements regarding the Company's intent to regain compliance with the Minimum Bid Price Requirement, the potential to appeal a delisting determination by Nasdaq, and the Company's ability to continue its listing on Nasdaq.
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