Sangamo Therapeutics Inc美股招股说明书(2025-05-13版)

We are offering (i) 12,235,000 shares of our common stock, pre-funded warrants to purchase 34,398,393shares of our common stock, or the pre-funded warrants, and (ii) accompanying warrants, or the purchasewarrants, to purchase up to an aggregate of 46,633,393 shares of our common stock (and the shares of commonstock issuable from time to time upon exercise of each of the purchase warrants and pre-funded warrants),pursuant to this prospectus supplement and the accompanying prospectus. The common stock and pre-fundedwarrants will be sold in combination with an accompanying purchase warrant to purchase one share of commonstock issued for each share of common stock or pre-funded warrant sold. The shares of our common stock (or thepre-funded warrants) and purchase warrants are immediately separable and will be issued separately. Thepurchase warrants will be exercisable six months from the date of issuance and will expire six years from the dateof issuance. The purchase warrants will have an exercise price of $0.75 per whole share of our common stock,subject to adjustment as described elsewhere in this prospectus supplement. The pre-funded warrants will beexercisable immediately and are exercisable for one share of our common stock. The purchase price of each pre-funded warrant is equal to the combined purchase price at which a share of our common stock and theaccompanying purchase warrant is sold in this offering, minus $0.01, and the exercise price of each pre-fundedwarrant is $0.01 per share of our common stock. Our common stock is traded on The Nasdaq Capital Market under the symbol “SGMO.” On May 12, 2025,the last reported sale price of our common stock was $0.75 per share. There is no established public tradingmarket for the purchase warrants or the pre-funded warrants, and we do not expect a market to develop. Inaddition, we do not intend to apply for listing of the purchase warrants or the pre-funded warrants on anysecurities exchange or recognized trading system. Investing in our securities involves a high degree of risk. Before making an investment decision, pleaseread the information in “Risk Factors” beginning on page S-6of this prospectus supplement and in ourAnnual Report on Form10-K for the year ended December31, 2024 and our Quarterly Report onForm10-Q for the quarter ended March31, 2025, which are incorporated by reference into this prospectussupplement and the accompanying prospectus. (1)See “Underwriting” for a description of the compensation payable to the underwriter. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapprovedof these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the securities to the investor on or about May 14, 2025. Cantor Prospectus supplement dated May 12, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-11USE OF PROCEEDSS-13DILUTIONS-14DESCRIPTION OF SECURITIES WE ARE OFFERINGS-16MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESS-19UNDERWRITINGS-25LEGAL MATTERSS-34EXPERTSS-34WHERE YOU CAN FIND MORE INFORMATIONS-34INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-35 PROSPECTUS ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS18LEGAL OWNERSHIP OF SECURITIES20PLAN OF DISTRIBUTION23LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF CERTAIN INFORMATION BY REFERENCE26 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our securities. Beforebuying any of the securities that we are offering, we urge you to carefully read this prospectus supplement and theaccompanying prospectus, together with the information incorporated by reference as described in the section titled“Incorporationof Certain Information by Reference”in this prospectus supplement and the accompanyingprospectus and the information in any free writing prospectus that we may authorize for use in connection with thisoffering. These documents contain important information that you should consider when making your investmentdecision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of thisoffering of our securities and also adds to and updates information contained in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Thesecondpart, the accompanying prospectus dated November19, 2024, including the documents incorporated byreference therein, provides more general informatio