As filed with the Securities and Exchange Commission on August 5, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SANGAMO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 68-0359556 | |
(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) |
Amended and Restated Sangamo Therapeutics, Inc. 2018 Equity Incentive Plan
(Full title of the plan)
Alexander D. Macrae
President and Chief Executive Officer
Sangamo Therapeutics, Inc.
7000 Marina Blvd.
Brisbane, California 94005
(510) 970-6000
(Name and address of agent for service) (telephone number, including area code, of agent for service)
Copies to:
Chadwick L. Mills
Cooley LLP
101 California St., 5th Floor
San Francisco, California 94111-5800
Tel: (415) 693-2000
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 the 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee | ||||
Common Stock, par value $0.01 per share |
9,900,000 | $10.04 | $99,396,000 | $12,901.60 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of the Registrants common stock that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrants common stock. |
(2) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) and (c) under the Securities Act. The offering price per share and the aggregate offering price are based on the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Global Select Market on July 29, 2020. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Sangamo Therapeutics, Inc. (the Registrant) with the Securities and Exchange Commission (the Commission) for the purpose of registering an additional 9,900,000 shares of the Registrants common stock, par value $0.01 per share (the Common Stock) to be issued pursuant to the Registrants Amended and Restated 2018 Equity Incentive Plan (the 2018 Plan). The Registrant previously registered 19,131,725 shares of the Registrants Common Stock that are or may become issuable under the 2018 Plan pursuant to the Registrants registration statement on Form S-8 (File No. 333-225552) filed with the Commission on June 11, 2018 (the Prior Form S-8). This Registration Statement relates to securities of the same class as those to which the Prior Form S-8 relates and is submitted in accordance with General Instruction E of Form S-8. Pursuant to General Instruction E of Form S-8, the contents of the Prior Form S-8 is incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
| the Registrants annual report on Form 10-K for the year ended December 31, 2019, which was filed with the Commission on February 28, 2020; |
| the information specifically incorporated by reference into the Registrants annual report on Form 10-K for the year ended December 31, 2019 from the Registrants definitive proxy statement on Schedule 14A relating to its 2020 annual meeting of stockholders, which was filed with the Commission on April 2, 2020; |
| the Registrants quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020, which were filed with the Commission on May 11, 2020 and August 5, 2020, respectively; |
| the Registrants current reports on Form 8-K, which were filed with the Commission on February 14, 2020, April 17, 2020, May 22, 2020, June 24, 2020 and July 30, 2020; and |
| the description of the Common Stock contained in the Registrants registration statement on Form 8-A, which was filed with the Commission on March 31, 2000, including all amendments and reports filed for the purpose of updating such description. |
All reports and other documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brisbane, State of California, on August 5, 2020.
SANGAMO THERAPEUTICS, INC. | ||
By: | /s/ Alexander D. Macrae | |
Alexander D. Macrae, M.B., Ch.B., Ph.D. | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander D. Macrae, Sung H. Lee and Gary H. Loeb, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
/s/ Alexander D. Macrae Alexander D. Macrae, M.B., Ch.B., Ph.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 5, 2020 | ||
/s/ Sung H. Lee Sung H. Lee |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
August 5, 2020 | ||
/s/ Prathyusha Duraibabu Prathyusha Duraibabu |
Vice President, Finance (Principal Accounting Officer) |
August 5, 2020 | ||
/s/ H. Stewart Parker H. Stewart Parker |
Director and Chairman of the Board | August 5, 2020 | ||
/s/ Robert F. Carey Robert F. Carey |
Director | August 5, 2020 | ||
/s/ Stephen G. Dilly Stephen G. Dilly, M.B.B.S., Ph.D. |
Director | August 5, 2020 | ||
/s/ John H. Markels John H. Markels, Ph.D. |
Director | August 5, 2020 | ||
/s/ James R. Meyers James R. Meyers |
Director | August 5, 2020 | ||
/s/ Saira Ramasastry Saira Ramasastry |
Director | August 5, 2020 | ||
/s/ Karen L. Smith Karen L. Smith, M.D., Ph.D., M.B.A., L.L.M. |
Director | August 5, 2020 | ||
/s/ Joseph S. Zakrzewksi Joseph S. Zakrzewksi |
Director | August 5, 2020 |
Exhibit 5.1
Chadwick L. Mills
+1 650 843 5654
cmills@cooley.com
August 5, 2020
Sangamo Therapeutics, Inc.
7000 Marina Blvd.
Brisbane, California 94005
Ladies and Gentlemen:
We have acted as counsel to Sangamo Therapeutics, Inc., a Delaware corporation (the Company), in connection with the filing of a registration statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission covering the offering of up to 9,900,000 shares of the Companys Common Stock, $0.01 par value (the Shares), pursuant to the Companys Amended and Restated 2018 Equity Incentive Plan (the 2018 Plan).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Companys Seventh Amended and Restated Certificate of Incorporation, as amended, and Third Amended and Restated Bylaws, as amended, each as currently in effect, the 2018 Plan and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery by all persons other than by the Company of all documents where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2018 Plan, the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com
August 5, 2020 Page Two |
Sincerely,
Cooley LLP
By: | /s/ Chadwick L. Mills | |
Chadwick L. Mills |
Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2018 Equity Incentive Plan of Sangamo Therapeutics, Inc. of our reports dated February 28, 2020, with respect to the consolidated financial statements of Sangamo Therapeutics, Inc., and the effectiveness of internal control over financial reporting of Sangamo Therapeutics, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP |
Redwood City, CA
August 5, 2020