sgmo-20200331
false2020Q10001001233--12-31P3YP2YP1YP5Y00010012332020-01-012020-03-31xbrli:shares00010012332020-05-05iso4217:USD00010012332020-03-3100010012332019-12-3100010012332019-01-012019-03-31iso4217:USDxbrli:shares0001001233us-gaap:CommonStockMember2019-12-310001001233us-gaap:AdditionalPaidInCapitalMember2019-12-310001001233us-gaap:RetainedEarningsMember2019-12-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001001233us-gaap:NoncontrollingInterestMember2019-12-310001001233us-gaap:CommonStockMember2020-01-012020-03-310001001233us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-03-310001001233us-gaap:RetainedEarningsMember2020-01-012020-03-310001001233us-gaap:NoncontrollingInterestMember2020-01-012020-03-310001001233us-gaap:CommonStockMember2020-03-310001001233us-gaap:AdditionalPaidInCapitalMember2020-03-310001001233us-gaap:RetainedEarningsMember2020-03-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-310001001233us-gaap:NoncontrollingInterestMember2020-03-310001001233us-gaap:CommonStockMember2018-12-310001001233us-gaap:AdditionalPaidInCapitalMember2018-12-310001001233us-gaap:RetainedEarningsMember2018-12-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310001001233us-gaap:NoncontrollingInterestMember2018-12-3100010012332018-12-310001001233us-gaap:RetainedEarningsMember2019-01-0100010012332019-01-010001001233us-gaap:CommonStockMember2019-01-012019-03-310001001233us-gaap:AdditionalPaidInCapitalMember2019-01-012019-03-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-03-310001001233us-gaap:RetainedEarningsMember2019-01-012019-03-310001001233us-gaap:NoncontrollingInterestMember2019-01-012019-03-310001001233us-gaap:CommonStockMember2019-03-310001001233us-gaap:AdditionalPaidInCapitalMember2019-03-310001001233us-gaap:RetainedEarningsMember2019-03-310001001233us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-03-310001001233us-gaap:NoncontrollingInterestMember2019-03-3100010012332019-03-310001001233us-gaap:CollaborativeArrangementMembersgmo:ChangeInCollaborationAgreementScopeMembersgmo:PfizerMember2020-01-012020-03-31xbrli:pure0001001233us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembersgmo:KitePharmaIncMember2020-01-012020-03-310001001233us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembersgmo:KitePharmaIncMember2019-01-012019-03-310001001233us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembersgmo:PfizerMember2020-01-012020-03-310001001233sgmo:SanofiMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMember2020-01-012020-03-310001001233sgmo:SanofiMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMember2019-01-012019-03-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2020-03-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-03-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-03-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-03-310001001233us-gaap:FairValueMeasurementsRecurringMember2020-03-310001001233us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-03-310001001233us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-03-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-03-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperMember2020-03-310001001233us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperMember2020-03-310001001233us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperMember2020-03-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:CommercialPaperMember2020-03-310001001233us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-03-310001001233us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-03-310001001233us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-03-310001001233us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-03-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2020-03-310001001233us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2020-03-310001001233us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2020-03-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2020-03-310001001233us-gaap:FairValueMeasurementsRecurringMembersgmo:FreeSharesAssetMember2020-03-310001001233us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMembersgmo:FreeSharesAssetMember2020-03-310001001233us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMembersgmo:FreeSharesAssetMember2020-03-310001001233us-gaap:FairValueMeasurementsRecurringMembersgmo:FreeSharesAssetMemberus-gaap:FairValueInputsLevel3Member2020-03-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperMember2019-12-310001001233us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperMember2019-12-310001001233us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperMember2019-12-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:CommercialPaperMember2019-12-310001001233us-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310001001233us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2019-12-310001001233us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2019-12-310001001233us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2019-12-310001001233us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2019-12-310001001233sgmo:FreeSharesLiabilityMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:FairValueInputsLevel1Membersgmo:FreeSharesLiabilityMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233us-gaap:FairValueInputsLevel2Membersgmo:FreeSharesLiabilityMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001001233sgmo:FreeSharesLiabilityMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310001001233sgmo:SangamoFranceMembersgmo:SharePurchaseAgreementAndTenderOfferAgreementMember2018-07-200001001233sgmo:SangamoFranceMembersgmo:SharePurchaseAgreementAndTenderOfferAgreementMember2019-12-310001001233sgmo:SangamoFranceMembersgmo:SharePurchaseAgreementAndTenderOfferAgreementMember2019-01-012019-12-310001001233us-gaap:MeasurementInputSharePriceMember2020-03-310001001233us-gaap:MeasurementInputSharePriceMember2019-12-31iso4217:EURxbrli:shares0001001233us-gaap:MeasurementInputSharePriceMembersgmo:SangamoFranceMember2020-03-310001001233us-gaap:MeasurementInputSharePriceMembersgmo:SangamoFranceMember2019-12-310001001233sgmo:MeasurementInputExchangeRateMember2020-03-310001001233sgmo:MeasurementInputExchangeRateMember2019-12-310001001233sgmo:MeasurementInputStockPriceCorrelationMembersgmo:SangamoFranceMember2020-03-310001001233sgmo:MeasurementInputStockPriceCorrelationMembersgmo:SangamoFranceMember2019-12-310001001233us-gaap:MeasurementInputOptionVolatilityMember2020-03-310001001233us-gaap:MeasurementInputOptionVolatilityMember2019-12-310001001233us-gaap:MeasurementInputOptionVolatilityMembersgmo:SangamoFranceMember2020-03-310001001233us-gaap:MeasurementInputOptionVolatilityMembersgmo:SangamoFranceMember2019-12-310001001233us-gaap:MeasurementInputPriceVolatilityMember2020-03-310001001233us-gaap:MeasurementInputPriceVolatilityMember2019-12-310001001233us-gaap:MoneyMarketFundsMember2020-03-310001001233us-gaap:CashEquivalentsMember2020-03-310001001233us-gaap:CommercialPaperMember2020-03-310001001233us-gaap:CorporateDebtSecuritiesMember2020-03-310001001233us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2020-03-310001001233us-gaap:MoneyMarketFundsMember2019-12-310001001233us-gaap:CommercialPaperMember2019-12-310001001233us-gaap:CashEquivalentsMember2019-12-310001001233us-gaap:CorporateDebtSecuritiesMember2019-12-310001001233us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember2019-12-3100010012332019-10-012019-12-310001001233us-gaap:SubsequentEventMembersgmo:BiogenMAIncMembersgmo:StockPurchaseAgreementMember2020-04-082020-04-300001001233us-gaap:SubsequentEventMembersgmo:BiogenMAIncMembersgmo:StockPurchaseAgreementMember2020-04-300001001233sgmo:BiogenMAIncMembersgmo:CollaborationAndLicenseAgreementMember2020-02-012020-02-290001001233sgmo:BiogenMAIncMembersgmo:CollaborationAndLicenseAgreementMember2020-02-290001001233sgmo:BiogenMAIncMembersgmo:PreApprovalMilestoneMembersgmo:CollaborationAndLicenseAgreementMember2020-02-290001001233sgmo:SalesBasedMilestoneMembersgmo:BiogenMAIncMembersgmo:CollaborationAndLicenseAgreementMember2020-02-29sgmo:product_target0001001233sgmo:BiogenMAIncMembersgmo:StockPurchaseAgreementMember2020-02-012020-02-290001001233sgmo:BiogenMAIncMembersgmo:StockPurchaseAgreementMember2020-02-280001001233sgmo:CollaborationAndLicenseAgreementMembersgmo:KitePharmaIncMember2018-04-052018-04-050001001233sgmo:CollaborationAndLicenseAgreementMembersgmo:KitePharmaIncMembersrt:MaximumMember2018-04-052018-04-050001001233sgmo:CollaborationAndLicenseAgreementMembersgmo:KitePharmaIncMembersgmo:AchievementOfSpecifiedResearchClinicalDevelopmentRegulatoryAndFirstCommercialSaleMilestonesMember2018-04-052018-04-050001001233sgmo:AchievementOfSpecifiedSalesBasedMilestonesIfAnnualWorldwideNetSalesOfLicensedProductsReachSpecifiedLevelsMembersgmo:CollaborationAndLicenseAgreementMembersgmo:KitePharmaIncMember2018-04-052018-04-05sgmo:option0001001233sgmo:CollaborationAndLicenseAgreementMembersgmo:KitePharmaIncMember2020-01-012020-03-310001001233sgmo:CollaborationAndLicenseAgreementMembersgmo:KitePharmaIncMember2019-09-012019-09-300001001233sgmo:CollaborationAndLicenseAgreementMembersgmo:KitePharmaIncMember2020-03-310001001233sgmo:CollaborationAndLicenseAgreementMembersgmo:KitePharmaIncMember2019-12-310001001233sgmo:KitePharmaIncMember2020-01-012020-03-310001001233us-gaap:LicenseAndServiceMembersgmo:KitePharmaIncMember2020-01-012020-03-310001001233us-gaap:LicenseAndServiceMembersgmo:KitePharmaIncMember2019-01-012019-03-310001001233sgmo:ResearchServicesMembersgmo:KitePharmaIncMember2020-01-012020-03-310001001233sgmo:ResearchServicesMembersgmo:KitePharmaIncMember2019-01-012019-03-310001001233sgmo:KitePharmaIncMember2019-01-012019-03-310001001233sgmo:PfizerSB525Member2020-01-012020-03-310001001233sgmo:PfizerMember2017-05-012017-05-310001001233sgmo:AchievementOfSpecifiedClinicalDevelopmentIntellectualPropertyAndRegulatoryMilestonesMembersgmo:PfizerMembersrt:MaximumMember2017-05-012017-05-310001001233sgmo:SBFiveTwoFiveMembersgmo:PfizerMembersrt:MaximumMember2017-05-012017-05-310001001233sgmo:AchievementOfFirstCommercialSaleMilestonesMembersgmo:PfizerMembersrt:MaximumMember2017-05-012017-05-310001001233sgmo:SBFiveTwoFiveMembersgmo:PfizerMembersrt:MaximumMember2017-05-310001001233sgmo:OtherProductsMembersgmo:PfizerMembersrt:MaximumMember2017-05-310001001233sgmo:PfizerSB525Membersgmo:AmendedCollaborationAndLicenseAgreementMember2020-03-31sgmo:productsgmo:milestone0001001233sgmo:PfizerSB525Membersgmo:SBFiveTwoFiveMember2020-01-012020-03-310001001233sgmo:PfizerMember2017-06-012020-03-310001001233sgmo:PfizerMember2020-03-310001001233sgmo:PfizerMember2019-12-310001001233sgmo:PfizerMember2019-12-012019-12-310001001233sgmo:PfizerMember2020-01-012020-03-310001001233sgmo:PfizerSB525Memberus-gaap:LicenseAndServiceMember2020-01-012020-03-310001001233sgmo:PfizerSB525Memberus-gaap:LicenseAndServiceMember2019-01-012019-03-310001001233sgmo:MilestoneAchievementMembersgmo:PfizerSB525Member2020-01-012020-03-310001001233sgmo:MilestoneAchievementMembersgmo:PfizerSB525Member2019-01-012019-03-310001001233sgmo:PfizerSB525Member2019-01-012019-03-310001001233sgmo:PfizerMember2019-01-012019-03-310001001233sgmo:PfizerMember2020-03-012020-03-310001001233sgmo:PfizerMember2017-12-012017-12-310001001233sgmo:CNineORFSevenTwoMembersgmo:AchievementOfSpecifiedPreclinicalDevelopmentClinicalDevelopmentAndFirstCommercialSaleMilestonesMembersgmo:PfizerMembersrt:MaximumMember2017-12-012017-12-310001001233sgmo:CNineORFSevenTwoMembersgmo:AchievementOfCommercialMilestonesMembersgmo:PfizerMembersrt:MaximumMember2017-12-012017-12-310001001233sgmo:CNineORFSevenTwoMembersgmo:PfizerMember2017-12-012017-12-310001001233sgmo:CNineORFSevenTwoMembersgmo:PfizerMember2020-03-310001001233sgmo:CNineORFSevenTwoMembersgmo:PfizerMember2019-12-310001001233us-gaap:LicenseAndServiceMembersgmo:PfizerMember2020-01-012020-03-310001001233us-gaap:LicenseAndServiceMembersgmo:PfizerMember2019-01-012019-03-31sgmo:program0001001233sgmo:SanofiMember2014-01-012014-01-310001001233sgmo:SanofiMember2020-01-012020-03-310001001233sgmo:SanofiMembersgmo:AchievementOfSpecifiedClinicalDevelopmentAndRegulatoryMilestonesMembersgmo:CollaborationAndLicenseAgreementMembersrt:MaximumMember2014-01-012014-01-310001001233sgmo:SanofiMembersgmo:AchievementOfSpecifiedSalesMilestonesMembersgmo:CollaborationAndLicenseAgreementMembersrt:MaximumMember2014-01-012014-01-310001001233sgmo:SanofiMembersgmo:CollaborationAndLicenseAgreementMembersrt:MaximumMember2014-01-012014-01-310001001233sgmo:SanofiMembersgmo:ST40BetaThalassemiaPhase1ClinicalTrialMilestoneMembersgmo:CollaborationAndLicenseAgreementMember2020-01-012020-03-310001001233sgmo:SanofiMembersgmo:MilestoneTwoMembersgmo:CollaborationAndLicenseAgreementMember2019-12-310001001233sgmo:SanofiMembersgmo:CollaborationAndLicenseAgreementMember2020-01-012020-03-310001001233sgmo:SanofiMembersgmo:CollaborationAndLicenseAgreementMember2014-01-012014-01-310001001233sgmo:SanofiMembersgmo:MilestoneThreeMembersgmo:CollaborationAndLicenseAgreementMember2020-03-310001001233sgmo:SanofiMembersgmo:CollaborationAndLicenseAgreementMember2020-03-310001001233sgmo:SanofiMembersgmo:CollaborationAndLicenseAgreementMember2019-12-310001001233sgmo:SanofiMembersgmo:ST40BetaThalassemiaPhase1ClinicalTrialMilestoneMembersgmo:CollaborationAndLicenseAgreementMember2020-03-310001001233sgmo:SanofiMembersgmo:MilestoneTwoMembersgmo:CollaborationAndLicenseAgreementMember2020-03-310001001233sgmo:SanofiMemberus-gaap:LicenseAndServiceMember2020-01-012020-03-310001001233sgmo:SanofiMemberus-gaap:LicenseAndServiceMember2019-01-012019-03-310001001233sgmo:SanofiMembersgmo:ResearchServicesMember2020-01-012020-03-310001001233sgmo:SanofiMembersgmo:ResearchServicesMember2019-01-012019-03-310001001233sgmo:SanofiMembersgmo:MilestoneAchievementMember2020-01-012020-03-310001001233sgmo:SanofiMembersgmo:MilestoneAchievementMember2019-01-012019-03-310001001233sgmo:SanofiMember2019-01-012019-03-310001001233sgmo:SanofiMember2020-03-012020-03-310001001233sgmo:CaliforniaInstituteForRegenerativeMedicineAgreementMember2018-05-012018-05-310001001233sgmo:CaliforniaInstituteForRegenerativeMedicineAgreementMemberus-gaap:GrantMember2018-06-012019-09-300001001233sgmo:CaliforniaInstituteForRegenerativeMedicineAgreementMember2020-03-310001001233sgmo:CaliforniaInstituteForRegenerativeMedicineAgreementMember2019-12-31utr:sqft0001001233sgmo:BrisbaneCaliforniaMembersgmo:OfficeAndLaboratoryMember2020-03-310001001233sgmo:PropertySubjectToOperatingLeaseOneMembersgmo:RichmondCaliforniaMembersgmo:OfficeAndLaboratoryMember2020-03-310001001233sgmo:ResearchAndOfficeSpaceMembersgmo:PropertySubjectToOperatingLeaseOneMembersgmo:ValbonneFranceMember2020-03-310001001233srt:MinimumMember2020-03-310001001233srt:MaximumMember2020-03-310001001233us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-03-310001001233us-gaap:ResearchAndDevelopmentExpenseMember2019-01-012019-03-310001001233us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-03-310001001233us-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-03-310001001233us-gaap:CommonStockMember2019-04-012019-04-300001001233us-gaap:CommonStockMember2019-04-3000010012332019-04-012019-04-300001001233sgmo:SangamoFranceMember2018-10-012018-10-010001001233sgmo:SangamoFranceMember2018-10-012018-11-230001001233sgmo:SangamoFranceMember2018-12-310001001233sgmo:SangamoFranceMembersgmo:SharePurchaseAgreementAndTenderOfferAgreementMember2018-01-012018-03-310001001233sgmo:SangamoFranceMembersgmo:SharePurchaseAgreementAndTenderOfferAgreementMember2020-03-310001001233us-gaap:ValuationTechniqueOptionPricingModelMembersgmo:SangamoFranceMembersgmo:SharePurchaseAgreementAndTenderOfferAgreementMember2018-10-010001001233sgmo:SangamoFranceMembersgmo:SharePurchaseAgreementAndTenderOfferAgreementMember2020-03-310001001233sgmo:SangamoFranceMember2018-10-010001001233us-gaap:SubsequentEventMembersgmo:BiogenMAIncMembersgmo:StockPurchaseAgreementMember2020-04-012020-04-300001001233us-gaap:SubsequentEventMembersgmo:BiogenMAIncMembersgmo:CollaborationAndLicenseAgreementMember2020-04-012020-04-30
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 10-Q
________________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 000-30171
________________________________________________
SANGAMO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
________________________________________________
Delaware68-0359556
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
  
7000 Marina Blvd., Brisbane, California, 94005
(Address of principal executive offices) (Zip Code)
(510) 970-6000
(Registrant’s telephone number, including area code)
________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareSGMONasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes        No   ☒
As of May 5, 2020, 140,883,058 shares of the issuer’s common stock, par value $0.01 per share, were outstanding.



Table of Contents
INDEX
SANGAMO THERAPEUTICS, INC.
Unless otherwise indicated or the context suggests otherwise, references in this Quarterly Report on Form 10-Q, or Quarterly Report, to “Sangamo,” “the Company,” “we,” “us,” and “our” refer to Sangamo Therapeutics, Inc. and our subsidiaries, including Sangamo Therapeutics France S.A.S. (formerly TxCell S.A.) and Sangamo Therapeutics UK Ltd.
Any third-party trade names, trademarks and service marks appearing in this Quarterly Report are the property of their respective holders.
2

Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained in this report are forward-looking with respect to our operations, research, development and commercialization activities, clinical trials, operating results and financial condition. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:
our strategy;
anticipated product candidate development and potential commercialization of any resulting products;
the initiation, scope, rate of progress, enrollment, anticipated results and timing of our preclinical studies and clinical trials and those of our collaborators or strategic partners;
the therapeutic and commercial potential of, technologies used by us in our product candidates, including our zinc finger protein, or ZFP, technology platform, zinc finger nucleases, or ZFNs, and ZFP transcription factors, or ZFP-TFs;
the expected benefits of the acquisition of Sangamo Therapeutics France S.A.S., or Sangamo France (formerly known as TxCell S.A.);
our ability to establish and maintain collaborations and strategic partnerships and realize the expected benefits of such arrangements;
anticipated revenues from existing and new collaborations and the timing thereof;
our estimates regarding the impact of the COVID-19 pandemic on our business and operations and the business and operations of our collaborators, including clinical trials and manufacturing, and our ability to manage such impacts;
our research and development and other expenses;
our ability to obtain adequate preclinical and clinical supplies of our product candidates from current and potential new suppliers and manufacturers;
the ability of Sangamo and our collaborators or strategic partners to obtain and maintain regulatory approvals for product candidates;
our ability to comply with, and the impact of, regulatory requirements, obligations and restrictions on our business and operations;
our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others, including our ability to obtain rights to the gene transfer technologies required to develop and commercialize our product candidates;
our estimates regarding the sufficiency of our cash resources and our expenses, capital requirements and need for additional financing, and our ability to obtain additional financing;
our ability to manage the growth of our business;
our projected operating and financial performance;
our operational and legal risks; and
our plans, objectives, expectations and intentions and any other statements that are not historical facts.
In some cases, you can identify forward-looking statements by terms such as: “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should” and “will” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Except as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q.
3

Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SANGAMO THERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands)
March 31,
2020
December 31,
2019
ASSETS
Current assets:
Cash and cash equivalents$85,749  $80,428  
Marketable securities272,381  282,046  
Interest receivable926  682  
Accounts receivable6,970  36,909  
Prepaid expenses and other current assets4,922  5,408  
Total current assets370,948  405,473  
Marketable securities, non-current5,000  21,832  
Property and equipment, net31,294  29,926  
Intangible assets52,137  53,156  
Goodwill38,550  39,273  
Operating lease right-of-use assets75,377  77,289  
Other non-current assets9,470  9,067  
Non-current restricted cash1,500  1,500  
Total assets$584,276  $637,516  
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities$16,923  $17,556  
Accrued compensation and employee benefits8,592  13,605  
Deferred revenues36,550  38,711  
Total current liabilities62,065  69,872  
Deferred revenues, non-current75,274  81,432  
Long-term portion of lease liabilities40,198  41,192  
Deferred income tax6,444  6,570  
Other non-current liabilities5,880  5,711  
Total liabilities189,861  204,777  
Commitments and contingencies
Stockholders' equity:
Preferred stock    
Common stock1,163  1,160  
Additional paid-in capital1,096,854  1,090,828  
Accumulated deficit(699,898) (656,985) 
Accumulated other comprehensive loss(3,828) (2,449) 
Total Sangamo Therapeutics, Inc. stockholders' equity394,291  432,554  
Non-controlling interest124  185  
Total stockholders' equity394,415  432,739  
Total liabilities and stockholders' equity$584,276  $637,516  
See accompanying Notes to Condensed Consolidated Financial Statements.
4

Table of Contents
SANGAMO THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share amounts)
Three Months Ended
March 31,
20202019
Revenues$13,076  $8,071  
Operating expenses:
Research and development41,479  34,850  
General and administrative16,119  17,118  
Total operating expenses57,598  51,968  
Loss from operations(44,522) (43,897) 
Interest and other income, net1,548  1,694  
Net loss(42,974) (42,203) 
Net loss attributable to non-controlling interest(61) (53) 
Net loss to Sangamo Therapeutics, Inc. stockholders$(42,913) $(42,150) 
Basic and diluted net loss per share attributable to Sangamo
   Therapeutics, Inc. stockholders
$(0.37) $(0.41) 
Shares used in computing basic and diluted net loss per share attributable
   to Sangamo Therapeutics, Inc. stockholders
116,060  102,270  
See accompanying Notes to Condensed Consolidated Financial Statements.
5

Table of Contents
SANGAMO THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited; in thousands)
Three Months Ended
March 31,
20202019
Net loss$(42,974) $(42,203) 
Foreign currency translation adjustment(1,633) (1,504) 
Change in unrealized gain on available-for-sale securities254  253  
Comprehensive loss(44,353) (43,454) 
Comprehensive loss attributable to non-controlling interest(61) (53) 
Comprehensive loss attributable to Sangamo Therapeutics, Inc.$(44,292) $(43,401) 
See accompanying Notes to Condensed Consolidated Financial Statements.
6

Table of Contents
SANGAMO THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited; in thousands, except share amounts)

Three months ended March 31, 2020
Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Non-
Controlling
Interest
Total
Stockholders'
Equity
SharesAmount
Balances at December 31, 2019115,972,708  $1,160  $1,090,828  $(656,985) $(2,449) $185  $432,739  
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax
305,845  3  406  —  —  —  409  
Stock-based compensation—  —  5,620  —  —  —  5,620  
Foreign currency translation adjustment
—  —  —  —  (1,633) —  (1,633) 
Net unrealized gain on marketable securities
—  —  —  —  254  —  254  
Net loss
—  —  —  (42,913) —  (61) (42,974) 
Balances at March 31, 2020116,278,553  $1,163  $1,096,854  $(699,898) $(3,828) $124  $394,415  

Three months ended March 31, 2019
Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Non-
Controlling
Interest
Total
Stockholders'
Equity
SharesAmount
Balance at December 31, 2018102,187,471  $1,022  $929,632  $(562,696) $(1,440) $739  $367,257  
Cumulative-effect adjustment of ASC Topic 842 on January 1, 2019—  —  —  897  —  —  897  
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax
141,281  1  215  —  —  —  216  
Issuance costs related to public offering—  —  (258) —  —  —  (258) 
Stock-based compensation—  —  4,523  —  —  —  4,523  
Foreign currency translation adjustment
—  —  —  —  (1,504) —  (1,504) 
Net unrealized gain on marketable securities
—  —  —  —  253  —  253  
Net loss
—  —  —  (42,150) —  (53) (42,203) 
Balances at March 31, 2019102,328,752  $1,023  $934,112  $(603,949) $(2,691) $686  $329,181  

See accompanying Notes to Condensed Consolidated Financial Statements.
7

Table of Contents
SANGAMO THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
Three Months Ended
March 31,
20202019
Operating Activities:
Net loss$(42,974) $(42,203) 
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization1,311  715  
Amortization of discount on marketable securities(744) (1,238) 
Amortization and other changes in right-of-use assets1,886  782  
Loss (gain) on free shares73  (545) 
Stock-based compensation5,620  4,523  
Net loss on lease termination  218  
Other  44  
Net changes in operating assets and liabilities:
Interest receivable(244) (219) 
Accounts receivable29,939  (2,638) 
Prepaid expenses and other assets(100) 1,152  
Prepaid rent  (12,101) 
Accounts payable and accrued liabilities345  10,183  
Accrued compensation and employee benefits(4,965) (3,306) 
Deferred revenues(8,319) (370) 
Long-term portion of lease liabilities(887) (66) 
Other non-current liabilities169  (50) 
Net cash used in operating activities(18,890) (45,119) 
Investing Activities:
Purchases of marketable securities(43,580) (87,075) 
Maturities of marketable securities71,075  78,253  
Purchases of property and equipment(3,775) (5,977) 
Net cash provided by (used in) investing activities23,720  (14,799) 
Financing Activities:
Taxes paid related to net share settlement of equity awards(411) (265) 
Proceeds from exercise of stock options and restricted stock units820  481  
Net cash provided by financing activities409  216  
Effects of changes in foreign exchange rates82  252  
Net increase (decrease) in cash, cash equivalents, and restricted cash5,321  (59,450) 
Cash, cash equivalents, and restricted cash, beginning of period81,928  143,918  
Cash, cash equivalents, and restricted cash, end of period$87,249  $84,468  
Supplemental disclosure of non-cash activities:
Property and equipment included in unpaid liabilities$1,080  $1,834  
Right-of-use assets obtained in exchange for lease obligations$  $6,676  
See accompanying Notes to Condensed Consolidated Financial Statements.

8

Table of Contents
SANGAMO THERAPEUTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2020
(Unaudited)
NOTE 1—ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Overview
Sangamo Therapeutics, Inc. (“Sangamo” or “the Company”) was incorporated in the State of Delaware in June 1995 and changed its name from Sangamo Biosciences, Inc. in January 2017. Sangamo is a clinical-stage biotechnology company focused on translating ground-breaking science into genomic medicines with the potential to transform patients’ lives using the Company's platform technologies in gene therapy, ex vivo gene-edited cell therapy, in vivo genome editing and in vivo genome regulation.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The Condensed Consolidated Balance Sheet data at December 31, 2019 was derived from the audited Consolidated Financial Statements included in Sangamo’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”) as filed with the SEC on February 28, 2020.
The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. For consolidated entities where the Company owns or are exposed to less than 100% of the economics, the Company records net loss attributable to non-controlling interests on the Company's Condensed Consolidated Statements of Operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties.
The accompanying Condensed Consolidated Financial Statements and related financial information should be read together with the audited financial statements and footnotes for the year ended December 31, 2019, included in the 2019 Annual Report.
Going Concern
Sangamo is currently working on a number of long-term development projects that will involve experimental technology. The projects may require several years and substantial expenditures to complete and ultimately may be unsuccessful. The Company plans to finance operations with available cash resources, collaboration funds, research grants and from the issuance of equity or debt securities. Sangamo believes that its available cash, cash equivalents and investments as of March 31, 2020, and expected revenues from collaborations, strategic partnerships and research grants, will be adequate to fund its operations at least through the next twelve months from the date the financial statements are issued. Sangamo may require additional financial resources to complete the development and commercialization of its products including zinc finger protein (“ZFP”) therapeutic products. Additional capital may not be available on terms acceptable to the Company, or at all. If adequate funds are not available, or if the terms of potential funding sources are unfavorable, the Company’s business and ability to develop its technology and ZFP therapeutic products would be harmed. Furthermore, any sales of additional equity securities may result in dilution to the Company’s stockholders, and any debt financing may include covenants that restrict the Company’s business.
Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates including critical accounting policies or estimates related to revenue recognition, clinical trial accruals, fair value of assets and liabilities, including from acquisitions, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
9

Table of Contents
In March 2020, the Company recorded an adjustment to revenue related to a change in estimate in connection with the collaboration agreement with Sanofi Genzyme (“Sanofi”) as result of a decision made by the joint steering committee of Sanofi and Sangamo to increase the project scope and related project cost, which resulted in a decrease in the measure of proportional cumulative performance. In March 2020, the Company also recorded an adjustment to revenue related to a change in estimate in connection with the hemophilia A collaboration agreement with Pfizer Inc. (“Pfizer”). This adjustment was a direct result of the decision to decrease the project scope and the corresponding costs after the successful investigational new drug (“IND”) transfer of the SB-525 product candidate to Pfizer, both of which resulted in an increase in the measure of proportional cumulative performance.
These adjustments increased revenue by $0.1 million, decreased net loss by $0.1 million and no impact on the Company’s basic net loss per share for the three months ended March 31, 2020.
Revenue Recognition
The Company accounts for its revenues pursuant to the provisions of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company’s contract revenues are derived from collaboration agreements including licensing arrangements and research activity grants. Research and licensing agreements typically include upfront signing or license fees, cost reimbursements for research services, minimum sublicense fees, milestone payments and royalties on future licensee’s product sales. The Company has agreements with both fixed and variable consideration. Non-refundable upfront fees and funding of research and development activities are considered fixed, while milestone payments are generally identified as variable consideration. Sangamo’s research grants are typically multi-year agreements and provide for the reimbursement of qualified expenses for research and development as defined under the terms of the grant agreement. Revenues under research grant agreements are generally recognized when the related qualified research expenses are incurred. Deferred revenue primarily represents the portion of research or license payments received but not earned.
In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. The Company’s performance obligations include license rights, development services and services associated with regulatory submission and approval processes. Revenues from research services earned under collaboration agreements are generally recognized as revenue as the related services are provided. Revenues from non-refundable upfront fees are recognized over time either by measuring progress towards satisfaction of the relevant performance obligation, using the input method (i.e. cumulative actual costs incurred relative to total estimated costs) or on a straight-line basis when a performance obligation is expected to be satisfied evenly over a period of time (or when the entity has a stand-ready obligation). Significant management judgment is required to determine the level of effort required under an arrangement, and the period over which the Company expects to complete its performance obligations under the arrangement, which may include total internal personnel costs and external costs to be incurred as well as, in certain cases, the estimated stand-ready obligation period. Changes in these estimates can have a material effect on revenue recognized. If the Company cannot reasonably estimate when its performance obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably make such estimates. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. The estimated period of performance and project costs, such as personnel and manufacturing cost, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current assumptions regarding the timing of its deliverables.
As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success. Related costs and expenses under these arrangements have historically approximated the revenues recognized.
Revenues from major collaboration agreements and research activity grants as a percentage of total revenues were as follows:
10

Table of Contents
Three Months Ended March 31,
20202019
Kite Pharma, Inc.55 %75 %
Pfizer27 %N/A  
Sanofi4 %18 %

Receivables from collaborations are typically unsecured and are concentrated in the biopharmaceutical industry. Accordingly, the Company may be exposed to credit risk generally associated with biopharmaceutical companies or specific to its collaboration agreements. To date, the Company has not experienced any losses related to these receivables.
Funds received from third parties under contract or funds received from grant arrangements are generally recorded as revenue if the Company is deemed to be the principal participant in the arrangements because the activities under the contracts or grants are part of the Company’s development programs. Contract funds are not refundable and are recognized when the related qualified research and development costs are incurred and there is reasonable assurance that the funds will be received. Funds received in advance are recorded as deferred revenue.
Business Combinations
The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired, including in-process research and development (“IPR&D”) projects, liabilities assumed and any non-controlling interests in the acquired target in an acquisition be recorded at their fair values as of the acquisition date on the Company’s Consolidated Balance Sheets. Any excess of purchase price over the fair value of net assets acquired is recorded as goodwill. The determination of fair value requires the Company to make significant estimates and assumptions. As a result, the Company may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the acquisition date) with the corresponding offset to goodwill. Transaction costs associated with business combinations are expensed as they are incurred.
Goodwill and Intangible Assets
Goodwill represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed in a business combination. Intangible assets with indefinite useful lives are related to purchased IPR&D projects and are measured at their respective fair values as of the acquisition date. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate the fair values of the assets are below their respective carrying amounts. As of March 31, 2020, no impairment of goodwill or indefinite-lived intangible assets has been identified.
Valuation of Long-Lived Assets
Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. As of March 31, 2020, no impairment of any long-lived assets has been identified.
Fair Value Measurements
The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. Marketable securities are stated at their estimated fair values. The free shares asset/liability is measured using a binomial-lattice pricing model and is reviewed each reporting period and adjusted, as needed and is expected to approximate fair value.
Cash, Cash Equivalents and Restricted Cash
Sangamo considers all highly-liquid investments purchased with original maturities of three months or less at the purchase date to be cash equivalents. Cash and cash equivalents consist of cash, deposits in demand money market accounts and commercial paper. Restricted cash consists of a letter of credit for $1.5 million as a deposit for the lease of the corporate headquarters in Brisbane, California.
11

Table of Contents
A reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the amounts reported within the accompanying Condensed Consolidated Statements of Cash Flows was as follows (in thousands):
March 31,
2020
December 31,
2019
March 31,
2019
December 31,
2018
 Cash and cash equivalents$85,749  $80,428  $80,968  $140,418  
 Non-current restricted cash1,500  1,500  3,500  3,500  
Cash, cash equivalents and restricted cash as reported within the accompanying Condensed Consolidated Statements of Cash Flows$87,249  $81,928  $84,468  $143,918  
Marketable Securities
Sangamo classifies its marketable securities as available-for-sale and records its investments at estimated fair value based on quoted market prices or observable market inputs of almost identical assets, with the unrealized holding gains and losses included in Accumulated Other Comprehensive Income (Loss) (“AOCI") within stockholders' equity.
The Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge, if material, when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. If the estimated fair value of a security is below its carrying value, the Company evaluates whether it is more likely than not that it will sell the security before its anticipated recovery in market value and whether evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. The Company also evaluates whether or not it intends to sell the investment. If the impairment is considered to be other-than-temporary, the security is written down to its estimated fair value. In addition, the Company considers whether credit losses exist for any securities. A credit loss exists if the present value of cash flows expected to be collected is less than the amortized cost basis of the security. Other-than-temporary declines in estimated fair value and credit losses are included in other income (expense) within the accompanying Condensed Consolidated Statements of Operations. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the estimated fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. Realized gains and losses on available-for-sale securities are included in interest and other income, net, which are determined using the specific identification method.
Concentrations of Risk
Cash, cash equivalents, and marketable securities consist of financial instruments that potentially subject the Company to a concentration of credit risk to the extent of the fair value recorded in the Condensed Consolidated Balance Sheets. The Company invests cash that is not required for immediate operating needs primarily in highly liquid instruments that bear minimal risk. The Company has established guidelines relating to the quality, diversification, and maturities of securities to enable the Company to manage its credit risk. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and investments and issuers of investments to the extent recorded on the Condensed Consolidated Balance Sheets.
Certain materials and key components that the Company utilizes in its operations are obtained through single suppliers. Since the suppliers of key components and materials must be named in an IND application filed with the U.S. Food and Drug Administration for a product, significant delays can occur if the qualification of a new supplier is required. If delivery of material from the Company’s suppliers were interrupted for any reason, the Company may be unable to supply any of its product candidates for clinical trials.
Leases
The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable.
As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of remaining lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to
12

Table of Contents
borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company considers its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term.
The Company has elected to not separate lease and non-lease components for its real estate and copier leases and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected to not apply the recognition requirement to any leases with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.
Foreign Currency Translation
The functional currency of the Company’s foreign subsidiaries is primarily the Euro. Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation adjustments are recorded as a component of AOCI within stockholders’ equity. Revenues and expenses from the Company’s foreign subsidiaries are translated using the monthly average exchange rates in effect during the period in which the transactions occur. Foreign currency transaction gains and losses are recorded in interest and other income, net, on the Company’s Condensed Consolidated Statements of Operations.
Recent Adopted Accounting Pronouncements
Collaborative Arrangements
In November 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-18, Collaborative Arrangements (ASC Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (“ASC Topic 808”), which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC Topic 606 when the counterparty is a customer. In addition, ASC Topic 808 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. ASU 2018-18 is effective for all interim and annual reporting periods beginning after December 15, 2019. On January 1, 2020, the Company adopted ASU 2018-18. The adoption of ASU 2018-18 did not have a material impact on Company's Condensed Consolidated Financial Statements.
Goodwill Impairment Testing
In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment (“ASU 2017-04”). The new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. ASU 2017-04 requires prospective application and is effective for annual periods beginning after December 15, 2019. ASU 2017-04 will require the Company to amend its methodology for determining any goodwill impairment beginning in 2020. On January 1, 2020, the Company adopted ASU 2017-04. The adoption of ASU 2017-04 did not have a material impact on Company's Condensed Consolidated Financial Statements.
Credit Losses
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 implements an impairment model, known as the current expected credit loss model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. ASU 2016-13 is effective for all interim and annual reporting periods beginning after December 15, 2019 and must be adopted using a modified retrospective approach, with certain exceptions. Early adoption is permitted. On January 1, 2020, the Company adopted ASU 2016-13 by using a modified retrospective approach. The adoption of ASU 2016-13 did not have a material impact on Company's Condensed Consolidated Financial Statements.
Income Taxes
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The guidance removes exceptions to the general principles in Income Taxes (Topic 740) for allocating tax expense between financial statement components, accounting basis differences stemming from an ownership change in foreign investments and interim period income tax accounting for year-to-date losses that exceed projected losses. The guidance becomes effective for annual reporting periods beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted. On January 1, 2020, the Company early adopted ASU 2019-12. The adoption of ASU 2019-12 did not have a material impact on Company's Condensed Consolidated Financial Statements.
13

Table of Contents
NOTE 2—FAIR VALUE MEASUREMENTS
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents, available-for-sale marketable securities and the free shares asset. Fair value is determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The fair value measurements of the Company’s cash equivalents, available-for-sale marketable securities and the free shares asset are identified at the following levels within the fair value hierarchy (in thousands):
March 31, 2020
Fair Value Measurements
TotalLevel 1Level 2Level 3
Assets:
Cash equivalents:
Money market funds$59,609  $59,609  $  $  
Total59,609  59,609      
Marketable securities:
Commercial paper securities130,179    130,179    
Corporate debt securities95,518    95,518    
U.S. government-sponsored entity debt securities51,684    51,684    
Total277,381    277,381    
Total cash equivalents and marketable securities$336,990  $59,609  $277,381  $  
Free shares asset$163  $  $  $163  

December 31, 2019
Fair Value Measurements
TotalLevel 1Level 2Level 3
Assets:
Cash equivalents:
Money market funds$30,496  $30,496  $  $  
 Commercial paper securities 2,999    2,999    
Total33,495  30,496  2,999    
Marketable securities:
Commercial paper securities155,368    155,368    
Corporate debt securities95,017    95,017    
U.S. government-sponsored entity debt securities53,493    53,493    
Total303,878    303,878    
Total cash equivalents and marketable securities$337,373  $30,496  $306,877  $  
Free shares asset$236  $  $  $236  
14

Table of Contents
Cash Equivalents and Marketable Securities
The Company generally classifies its marketable securities and some cash equivalents as Level 2. Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs, including, listed in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on any given day.
Free Shares Asset
As a result of the July 20, 2018 Share Purchase Agreement (“Sangamo France SPA”) to acquire Sangamo France (see Note 10 — Acquisition of Sangamo Therapeutics France S.A.S.), the Company entered into arrangements with the holders of approximately 477,000 “free shares” of Sangamo France pursuant to which the Company has the right to purchase such shares from the holders (a call option) and such holders have the right to sell to the Company such shares from time to time through mid-2021 (a put option). The Company initially recorded a liability of $0.2 million on the acquisition date. The put options were classified within Level 3 of the fair value hierarchy as the Company utilized a binomial-lattice pricing model (the “Monte Carlo simulation model”) that involved certain market conditions to estimate the fair value of the options. The assumptions used in this simulation model are reviewed on a quarterly basis and adjusted, as needed. Subsequent changes in the fair value of the free shares are recorded in general and administrative expenses in the Condensed Consolidated Statements of Operations. During 2019, the Company purchased approximately 111,000 shares of the 477,000 total free shares for a cash payment of approximately $0.3 million upon exercise of the put options. As of March 31, 2020, approximately 366,000 free shares remain outstanding and subject to purchase by the Company.
The fair value of the free shares asset was approximately $0.2 million at December 31, 2019 and the Company recognized an immaterial loss due to a decrease in the fair value of free shares, leaving the balance to an asset of approximately $0.2 million at March 31, 2020.
Free Shares valuation assumptions:March 31,
2020
December 31, 2019
Sangamo Stock Price (USD)$6.66  $8.68  
Sangamo France Stock Price (EUR)1.64  2.14  
EUR / USD Exchange Rate0.94  0.91  
Estimated Correlation Sangamo and Sangamo France Stock Prices100.0%100.0%
Sangamo Stock Price (USD) Volatility Estimate76.7%72.5%
Sangamo France Stock Price (EUR) Volatility Estimate76.7%72.5%
EUR / USD Exchange Rate Volatility Estimate6.4%6.6%
Risk Free Rate and Cost of Debt by Expected Exercise DateVariesVaries

15

Table of Contents
NOTE 3—CASH EQUIVALENTS AND MARKETABLE SECURITIES
Cash Equivalents and Available-for-sale Securities
The table below summarizes the Company’s cash equivalents and available-for-sale securities (in thousands):
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
March 31, 2020
Assets
Cash equivalents:
Money market funds$59,609  $  $  $59,609  
Total59,609      59,609  
Available-for-sale securities:
Commercial paper securities129,827  352    130,179  
Corporate debt securities95,534  107  (123) 95,518  
U.S. government-sponsored entity debt securities51,433  251    51,684  
Total276,794  710  (123) 277,381  
Total cash equivalents and available-for-sale securities$336,403  $710  $(123) $336,990  
December 31, 2019
Assets
Cash equivalents:
Money market funds$30,496  $  $  $30,496  
Commercial paper securities2,998  1    2,999  
Total33,494  1    33,495  
Available-for-sale securities:
Commercial paper securities155,230  145  (7) 155,368  
Corporate debt securities94,905  115  (3) 95,017  
U.S. government-sponsored entity debt securities53,411  91  (9) 53,493  
Total303,546  351  (19) 303,878  
Total cash equivalents and available-for-sale securities$337,040  $352  $(19) $337,373  
The fair value of investments available-for-sale by contractual maturity were as follows (in thousands):
March 31,
2020
December 31,
2019
Maturing in one year or less$272,381  $282,046  
Maturing after one year through five years5,000  21,832  
Total$277,381  $303,878  

The Company had no material realized losses of its available-for-sale securities for the three months ended March 31, 2020 or 2019. The Company periodically reviews the available-for-sale investments for other-than-temporary impairment loss. No investments were other-than-temporarily impaired at either March 31, 2020 or December 31, 2019. The Company considers factors such as the duration, severity and the reason for the decline in value, the potential recovery period, creditworthiness of the issuers of the securities and its intent to sell. For available-for-sale securities, it also considers whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses. No significant facts or circumstances have arisen to indicate that there has been any significant deterioration in the creditworthiness of the issuers of the securities held by the Company. Based on the Company's review of these securities, including the assessment of the duration and severity of the unrealized losses and the Company's ability and intent to hold the investments until maturity, there were no other-than-temporary impairments for these securities at March 31, 2020. All available-for-sale securities with unrealized losses have been in a loss position for less than 12 months.
16

Table of Contents
NOTE 4—BASIC AND DILUTED NET LOSS PER SHARE
Basic net loss per share attributable to Sangamo Therapeutics, Inc. stockholders has been computed by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders is calculated by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock and potential dilutive securities outstanding during the period.
The total number of shares subject to stock options and restricted stock units (“RSUs”) outstanding and the employee stock purchase plan (“ESPP”) shares reserved for issuance, which are all anti-dilutive, were excluded from consideration in the calculation of diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders. Stock options and RSUs outstanding and ESPP shares reserved for issuance as of March 31, 2020 and 2019 totaled 14,849,728 and 11,604,633, respectively.
NOTE 5—MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES
Biogen MA, Inc.
In February 2020, the Company entered into a collaboration and license agreement with Biogen MA, Inc. (“BIMA”) and Biogen International GmbH (together with BIMA, “Biogen”) for the research, development and commercialization of gene regulation therapies for the treatment of neurological diseases. The companies plan to leverage the Company’s proprietary ZFP technology delivered via adeno-associated virus (“AAV”) to modulate expression of key genes involved in neurological diseases. Concurrently with the execution of the collaboration agreement, the Company entered into a stock purchase agreement with BIMA, pursuant to which BIMA agreed to purchase 24,420,157 shares of the Company's common stock (the “Biogen Shares”), at a price per share of $9.2137, for an aggregate purchase price of approximately $225.0 million.
The collaboration agreement became effective in April 2020 following termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and satisfaction of other closing conditions, including the payment of $225.0 million for the purchase of the Biogen Shares.
Under the collaboration agreement, Biogen paid the Company an upfront license fee of $125.0 million in May 2020. The Company is also eligible to receive research, development, regulatory and commercial milestone payments that could total up to approximately $2.37 billion if Biogen selects all of the targets allowed under the agreement and all the specified milestones set forth in the agreement are achieved, which includes up to $925.0 million in pre-approval milestone payments and up to $1.45 billion in first commercial sale and other sales-based milestone payments. In addition, the Company is also eligible to receive tiered high single-digit to sub-teen royalties on potential net commercial sales of licensed products arising from the collaboration. These royalty payments are subject to reduction due to patent expiration, entry of biosimilar products to the market and payments made under certain licenses for third-party intellectual property.
Under the collaboration agreement, the Company granted to Biogen an exclusive, royalty bearing and worldwide license, under its relevant patents and know-how, to develop, manufacture and commercialize certain ZFP and/or AAV-based products directed to up to 12 neurological disease gene targets selected by Biogen. Biogen has already selected three of these: ST-501 for tauopathies including Alzheimer’s disease, ST-502 for synucleinopathies including Parkinson’s disease, and a third undisclosed neuromuscular disease target. Biogen has exclusive rights to nominate up to nine additional targets over a target selection period of five years. For each gene target selected by Biogen, the Company will perform early research activities, costs for which will be shared by the companies, aimed at the development of the combination of proprietary central nervous system delivery vectors and ZFP transcription factors (“ZFP-TFs”) (or potential other ZFP products) targeting therapeutically relevant genes. Biogen will then assume responsibility and costs for the IND enabling studies, clinical development, related regulatory interactions, and global commercialization. The Company will be responsible for manufacturing activities for the initial clinical trials for the first three products of the collaboration and plans to leverage its in-house manufacturing capacity, where appropriate, which is currently in development. Biogen will assume responsibility for manufacturing activities beyond the first clinical trial for each of the first three products. Subject to certain exceptions set forth in the collaboration agreement, the Company will be prohibited from developing, manufacturing or commercializing any therapeutic product directed to the targets selected by Biogen.
The collaboration agreement continues on a product-by-product and country-by-country basis until the expiration of all applicable royalty terms. Biogen has the right to terminate the collaboration agreement, in its entirety or on target-by-target basis, for any reason after a specified notice period. Each party has the right to terminate this agreement on account of the other party’s bankruptcy or material, uncured breach. In addition, the Company may terminate the collaboration agreement if Biogen challenges any patents licensed by the Company to Biogen.
Pursuant to the terms of the stock purchase agreement, Biogen has agreed not to, without the Company’s prior written and subject to specified conditions and exceptions, directly or indirectly acquire shares of the Company’s outstanding common stock, seek or propose a tender or exchange offer or merger between the parties, solicit proxies or consents with respect to any
17

Table of Contents
matter, or undertake other specified actions related to the potential acquisition of additional equity interests in the Company. Such standstill restrictions expire on the earlier of the three-year anniversary of the effectiveness of the collaboration agreement and the date that Biogen beneficially owns less than 5% of the Company’s common stock.
The stock purchase agreement also provides that until the first anniversary of the effectiveness of the collaboration agreement, Biogen will hold and not sell any of the Biogen Shares and from the first anniversary through the second anniversary, Biogen will hold and not sell at least 50% of the Biogen Shares, in addition to being subject to certain volume limitations. The stock purchase agreement further provides that, subject to certain limitations, upon Biogen’s request, the Company will register for resale any of the Biogen Shares on a registration statement to be filed with the SEC, until such time as all remaining Biogen Shares may be sold pursuant to Rule 144 promulgated under the Securities Exchange Act of 1933, as amended, within a 90-day period.
In addition, Biogen has agreed that, excluding specified extraordinary matters, it will vote the Biogen Shares in accordance with the Company’s recommendation and has granted the Company an irrevocable proxy with respect to the foregoing. Such voting provisions expire on the earlier of (i) the two-year anniversary of the effectiveness of the collaboration agreement, (ii) the date that Biogen beneficially owns less than 5% of the Company’s common stock and (iii) the date the collaboration agreement is terminated; provided, however, that in no event shall such expiration date be prior to the one-year anniversary of the effectiveness of the collaboration agreement.
Kite Pharma, Inc.
In February 2018, the Company entered into a global collaboration and license agreement with Kite Pharma, Inc. (“Kite”), which became effective in April 2018, and was amended and restated in September 2019, for the research, development and commercialization of potential engineered cell therapies for cancer. In this collaboration, Sangamo is working together with Kite on a research program under which the companies are designing zinc finger nucleases (“ZFNs”) and viral vectors to disrupt and insert certain genes in T-cells and natural killer cells (“NK-cells”) including the insertion of genes that encode chimeric antigen receptors (“CARs”), T-cell receptors (“TCRs”), and NK-cell receptors (“NKRs”) directed to mutually agreed targets. Kite is responsible for all clinical development, manufacturing and commercialization of any resulting products.
Subject to the terms of this agreement, the Company granted Kite an exclusive, royalty-bearing, worldwide sublicensable license under the Company’s relevant patents and know-how to develop, manufacture and commercialize, for the purpose of treating cancer, specific cell therapy products that may result from the research program and that are engineered ex vivo using selected ZFNs and viral vectors developed under the research program to express CARs, TCRs or NKRs directed to candidate targets.
During the research program term and subject to certain exceptions except pursuant to this agreement, the Company is prohibited from researching, developing, manufacturing and commercializing, for the purpose of treating cancer, any cell therapy product that, as a result of ex vivo genome editing, expresses a CAR, TCR or NKR that is directed to a target expressed on or in a human cancer cell. After the research program term concludes and subject to certain exceptions, except pursuant to this agreement, the Company will be prohibited from developing, manufacturing and commercializing, for the purpose of treating cancer, any cell therapy product that, as a result of ex vivo genome editing, expresses a CAR, TCR or NKR that is directed to a candidate target.
Following the effective date, the Company received a $150.0 million upfront payment from Kite. Kite reimburses the Company’s direct costs to conduct the joint research program. Sangamo is also eligible to receive contingent development- and sales-based milestone payments that could total up to $3.01 billion if all of the specified milestones set forth in this agreement are achieved. Of this amount, approximately $1.26 billion relates to the achievement of specified research, clinical development, regulatory and first commercial sale milestones, and approximately $1.75 billion relates to the achievement of specified sales-based milestones if annual worldwide net sales of licensed products reach specified levels. Each development- and sales-based milestone payment is payable (i) only once for each licensed product regardless of the number of times that the associated milestone event is achieved by such licensed product, and (ii) only for the fir