aibioSangamo Therapeutics prices $23.0 million offering of stock and warrants at $0.50
Tickers SGMOQ
Sangamo's underwritten offering is expected to bring in about $23.0 million. The 46,633,393 purchase warrants in the deal outnumber the 12,235,000 common shares, and Cantor Fitzgerald & Co. represents the underwriters.
Key facts
- Company
- Sangamo Therapeutics, Inc. (OTC: SGMOQ)
- News type
- Listings
- Primary source
- Sangamo Therapeutics, Inc. 8-K (2025-05-13)
Sangamo Therapeutics, Inc. agreed on May 12, 2025 to sell common stock and warrants in an underwritten offering. The company expects gross proceeds of approximately $23.0 million before underwriting discounts and estimated offering expenses. The Form 8-K is signed May 13, 2025, and the offering is expected to close on May 14, 2025.
The securities and their prices
The offering covers 12,235,000 shares of common stock and pre-funded warrants to buy 34,398,393 shares. Every share or pre-funded warrant sold comes with one purchase warrant for one share, for 46,633,393 purchase warrants in all. The company is the only seller in the offering. A share and its purchase warrant sell for $0.50 combined. A pre-funded warrant and its purchase warrant sell for $0.49 combined.
The pre-funded warrants have an initial exercise price of $0.01 per share and can be exercised immediately until they are exercised in full. The purchase warrants have an initial exercise price of $0.75 per share. They become exercisable six months after issuance and expire six years after issuance. The filing does not say what the company will do with the proceeds.
Both types of warrant carry a 4.99% beneficial ownership cap, which a holder can raise to as much as 19.99% on 61 days' notice to the company. The 8-K ties the 19.99% ceiling to Nasdaq Listing Rule 5635(b), which it describes in terms of a change of control. After six months, Sangamo may force exercise of the purchase warrants if its weighted-average share price exceeds $2.75 for ten consecutive trading days. That right is subject to customary equity conditions and the 4.99% limit.
The purchase warrants outnumber the common shares sold in the offering by a wide margin, and their exercise price is above the $0.50 combined price paid for the shares.
The underwriters and the paperwork
Sangamo signed an underwriting agreement on May 12, 2025 with Cantor Fitzgerald & Co., which the agreement describes as representative of the several underwriters named in it. The 8-K does not name the other underwriters, and it does not state the underwriting discount or the estimated offering expenses. It also does not name a placement agent, financial advisor or counsel to the underwriters.
The underwriting agreement contains customary representations, warranties and agreements by the company, customary closing conditions, and indemnification obligations of the company and the underwriters, including for liabilities under the Securities Act of 1933. Cooley LLP provided the legal opinion on the validity of the securities, which is filed as Exhibit 5.1. The offering is being made under an effective Form S-3 shelf registration, Registration Statement No. 333-283179, and a prospectus supplement.
The 8-K's cover page lists the common stock as traded on the Nasdaq Capital Market under the symbol SGMO.
The going-concern warning
The offering comes after a going-concern warning in the company's annual report on Form 10-K, filed March 17, 2025. That report said the company's cash and cash equivalents as of December 31, 2024 would not be sufficient to fund planned operations for one year from the issuance date of its financial statements. The annual report lists the company's ability to obtain additional financing among its forward-looking risks.
The programs behind the deal
The same annual report describes the company's gene therapy and gene editing technologies, its zinc finger platform and its zinc finger transcriptional regulators, which include zinc finger repressors. It names license agreements with Genentech, Inc., a member of the Roche group, and Astellas Gene Therapies, Inc. Under those deals, the company could receive milestone payments and additional fees and royalties, and the report lists the potential for the licensees to complete clinical development and global commercialization among its forward-looking statements.
The annual report also names isaralgagene civaparvovec. It lists as a forward-looking risk the potential for that product to obtain Accelerated Approval from the U.S. Food and Drug Administration, including the adequacy of data from the Phase 1/2 STAAR study to support any such approval. It also lists the company's expectations for additional data to support a potential Biologics License Application. The 8-K itself does not mention the product.