SANGAMO THERAPEUTICS, INC. (NASDAQ:SGMO) Files An 8-K Entry into a Material Definitive AgreementItem1.01
On May26, 2017, Sangamo Therapeutics, Inc. (the Company) entered into the Amended and Restated At-the-Market Offering Program Sales Agreement (the Amended Sales Agreement) with Cowen and Company, LLC (the Agent), to which the Company may issue and sell from time to time up to $75.0 million of common stock, par value $0.01 per share, through Cowen as the sales agent. The Amended Sales Agreement amends and restates in its entirety and supersedes the Sales Agreement dated December7, 2016 between the Company and the Agent (the Original Agreement), and provides that the sales of shares of common stock under the Amended Sales Agreement, if any, will be made following the effectiveness of a registration statement on Form S-3 filed by the Company on May26, 2017.
Sales of the common stock, if any, will be made at market prices by any method that is deemed to be an at the market offering as defined in Rule 415 under the Securities Act, as amended, including sales made directly on The NASDAQ Global Market and any other trading market for the common stock, and sales to or through a market maker other than on an exchange. In addition, with our prior written consent, Cowen may also sell our common stock in negotiated transactions. The Company agreed to pay Cowen a commission rate of 3.0% of the gross proceeds from the sales of common stock sold to the terms of the Amended Sales Agreement. The Company and Cowen each have the right, by giving written notice as specified in the Amended Sales Agreement, to terminate agreement in each partys sole discretion at any time.
The foregoing description of the Amended Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibit. The following material is filed as an exhibit to this Current Report on Form 8-K: |
Exhibit No.
| 1.1 | Amended and Restated Sales Agreement, date May26, 2017 between the Company and Cowen. | |
| 5.1 | Opinion of Morgan, Lewis Bockius, LLP. | |
About SANGAMO THERAPEUTICS, INC. (NASDAQ:SGMO)
Sangamo Therapeutics, Inc., formerly Sangamo BioSciences, Inc., is focused on translating science into genomic therapies that transform patients’ lives using the Company’s platform technologies in genome editing, gene therapy, gene regulation and cell therapy. The Company has developed technologies available for gene-based therapies. Its product pipeline includes SB-525, SB-FIX, SB-318, SB-913, SB-728-T and SB-728-HSPC. Its zinc finger nuclease (ZFN) in vivo genome editing approach is being evaluated in Phase I/II clinical trials to treat hemophilia B and lysosomal storage disorders mucopolysaccharidosis (MPS) I and MPS II. It is also conducting a Phase I/II clinical trial to evaluate its adeno associated virus (AAV) complementary deoxyribonucleic acid (cDNA) human Factor 8 gene therapy approach, SB-525, to treat hemophilia A. It has investigational new drug application for SB-525. It is also developing ZFN-mediated genome editing-based therapies for blood disorders and cancer. SANGAMO THERAPEUTICS, INC. (NASDAQ:SGMO) Recent Trading Information
SANGAMO THERAPEUTICS, INC. (NASDAQ:SGMO) closed its last trading session down -0.55 at 7.25 with 1,247,466 shares trading hands.
