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STOCKHOLDERS' EQUITY	9 Months Ended
STOCKHOLDERS' EQUITY	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS’ EQUITY Common Stock The Company’s common stock authorized for issuance was 960,000,000 shares and 640,000,000 shares as of September 30, 2024 and December 31, 2023, respectively. At-the-Market Offering Program In August 2020, the Company entered into an Open Market Sale Agreement℠ with Jefferies LLC (“Jefferies”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of the Company’s common stock having an aggregate offering price of up to $150.0 million through Jefferies as the Company’s sales agent or principal. The Company is not obligated to sell any shares under the sales agreement. In December 2022, the Company entered into an amendment to the Open Market Sale Agreement℠ which increased the aggregate offering price under the at-the-market offering program by an additional $175.0 million. No shares were sold under the sales agreement during the three months ended September 30, 2023. During the nine months ended September 30, 2023, the Company sold 8,249,261 shares of its common stock for net proceeds of approximately $15.1 million. No shares were sold under the sales agreement during the three and nine months ended September 30, 2024. Approximately $194.5 million remained available under the sales agreement as of September 30, 2024. Issuance and Sale of Common Stock and Warrants On March 21, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Investors”). On March 26, 2024 the Company issued and sold in a registered direct offering (the “Registered Direct Offering”) an aggregate of 24,761,905 shares of common stock of the Company, par value $0.01 per share, and pre-funded warrants to purchase up to an aggregate of 3,809,523 shares of common stock, together with accompanying warrants (“Common Warrants”) to purchase up to an aggregate of 28,571,428 shares of common stock. The combined offering price of a unit consisting of one share of common stock and the accompanying Common Warrant to purchase one share of common stock was $0.84. The combined offering price of a unit consisting of a pre-funded warrant to purchase one share of common stock and the accompanying Common Warrant to purchase one share of common stock was $0.83. The pre-funded warrants are immediately exercisable at any time, until exercised in full, at a price of $0.01 per share of common stock. The Common Warrants are exercisable six months from issuance, expire five and a half years from the issuance date and have an exercise price of $1.00 per share. Both pre-funded warrants and Common Warrants can be exercised net in limited circumstances and entitle holders to dividends if and when paid by the Company. Barclays Capital Inc. and Cantor Fitzgerald & Co. (the “Placement Agents”) acted as the placement agents for the offering, pursuant to a Placement Agency Agreement, dated March 21, 2024 (the “Placement Agreement”). Pursuant to the Placement Agreement, the Company paid the Placement Agents a cash placement fee equal to 6.0% of the aggregate gross proceeds raised in the Registered Direct Offering. The Company received aggregate net proceeds from the Registered Direct Offering of $21.9 million, net of the Placement Agents’ fees of $1.4 million and other offering costs of $0.7 million. Common Warrants and pre-funded warrants were determined to be equity-classified and proceeds received from their issuance were recorded as a component of stockholders’ equity within additional paid-in capital. The Company determined that the warrants should be equity classified because they are freestanding financial instruments, do not embody an obligation for the Company to repurchase its shares, do not contain exercise contingencies tied to observable markets or indices, permit the holders to receive a fixed number of shares of common stock upon exercise in exchange for a fixed amount of consideration, subject only to adjustments that are inputs to the fair value of a fixed price/fixed consideration-option, and meet the equity classification criteria. The pre-funded warrants were exercised in full on April 8, 2024 and the Company issued an aggregate of 3,809,523 shares of common stock at an exercise price of $0.01. The Common Warrants had not been exercised and remained outstanding as of September 30, 2024.

- Definition

The entire disclosure for equity.

+ References

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+ Details

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

The following table shows total stock-based compensation expense recognized in the accompanying Condensed Consolidated Statements of Operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	1,478	$	3,236	$	4,186	$	11,996
General and administrative	1,837		2,953		4,913		9,260
Total stock-based compensation expense	$	3,315	$	6,189	$	9,099	$	21,256

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating Activities:
Net income (loss)	$ (74,545)	$ (197,536)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of long-lived assets	5,521	65,232
Depreciation and amortization	3,866	13,238
Accretion of discount and impairment on marketable securities	(273)	(2,031)
Amortization in operating lease right-of-use assets	3,360	5,945
Stock-based compensation	9,099	21,256
Other non-cash adjustments	(4)	1,119
Impairment of goodwill and indefinite-lived intangible assets	0	89,485
Deferred income tax benefit	18	(6,195)
Net changes in operating assets and liabilities:
Interest receivable	402	192
Accounts receivable	(9,573)	2,530
Prepaid expenses and other assets	6,403	5,159
Accounts payable and other accrued liabilities	(6,851)	(5,220)
Accrued compensation and employee benefits	2,060	(4,182)
Lease liabilities	(4,081)	(3,737)
Other non-current liabilities	36	112
Deferred revenues	774	(159,671)
Net cash used in operating activities	(63,788)	(174,304)
Investing Activities:
Purchases of marketable securities	0	(59,551)
Maturities of marketable securities	1,110	193,858
Proceeds from sale of marketable securities	34,730	0
Proceeds from sale of assets classified as held for sale	475	0
Purchases of property and equipment	(115)	(18,484)
Net cash provided by investing activities	36,200	115,823
Financing Activities:
Proceeds from issuance of common stock, net of offering expenses	21,924	0
Proceeds from at-the-market offering, net of offering expenses	0	15,106
Taxes paid related to net share settlement of equity awards	(684)	(1,404)
Proceeds from issuance of common stock under employee stock purchase plan	146	719
Net cash provided by financing activities	21,386	14,421
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	199	130
Net decrease in cash, cash equivalents, and restricted cash	(6,003)	(43,930)
Cash, cash equivalents, and restricted cash, beginning of period	46,704	101,944
Cash, cash equivalents, and restricted cash, end of period	40,701	58,014
Supplemental cash flow disclosures:
Property and equipment included in unpaid liabilities	$ 389	$ 2,757

CASH EQUIVALENTS AND MARKETABLE SECURITIES - (Tables)

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of Cash Equivalents and Marketable Securities

The table below summarizes the Company’s cash equivalents and marketable securities as of December 31, 2023 (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

















December 31, 2023
Assets
Cash equivalents:
Money market funds	$	2,508	$	—	$	—	$	2,508
Total	2,508		—		—		2,508
Marketable securities:
U.S. government-sponsored entity debt securities	22,347		219		—		22,566
Commercial paper securities	2,825		2		(1)		2,826
Corporate debt securities	1,399		6		—		1,405
Asset-backed securities	2,368		9		—		2,377
U.S. treasury bills	5,599		—		(6)		5,593
Certificates of deposit	1,026		5		—		1,031

Total	35,564		241		(7)		35,798
Total cash equivalents and marketable securities	$	38,072	$	241	$	(7)	$	38,306

Schedule of Fair Value of Marketable Securities by Contractual Maturity

The fair value of marketable securities by contractual maturity were as follows (in thousands):


	December 31, 2023
Maturing in one year or less	$	10,855
Maturing after one year through five years	24,943
Total	$	35,798

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE - Components of Basic and Diluted Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income (loss)	$ 10,672	$ (104,163)	$ (74,545)	$ (197,536)
Net income allocated to participating securities	1,287	0	0	0
Net income (loss) available to common stockholders	$ 9,385	$ (104,163)	$ (74,545)	$ (197,536)
Basic:
Weighted average number of common shares outstanding - basic (in shares)	208,345	177,171	198,849	173,375
Diluted:
Weighted average number of common shares outstanding - basic (in shares)	208,345	177,171	198,849	173,375
Weighted average number of common shares outstanding - diluted (in shares)	214,325	177,171	198,849	173,375
Net income (loss) per share:
Basic (in dollars per share)	$ 0.05	$ (0.59)	$ (0.37)	$ (1.14)
Diluted (in dollars per share)	$ 0.04	$ (0.59)	$ (0.37)	$ (1.14)
Restricted Stock Units (RSUs)
Diluted:
Dilutive effect of share-based payment arrangements (in shares)	5,823	0	0	0
Employee Stock
Diluted:
Dilutive effect of share-based payment arrangements (in shares)	157	0	0	0

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity 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 United States 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 only of normal recurring adjustments) considered necessary for a fair presentation of these financial statements for the periods presented have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The Condensed Consolidated Balance Sheet data at December 31, 2023 was derived from the audited Consolidated Financial Statements included in Sangamo’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) as filed with the SEC on March 13, 2024.
Consolidation	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.
Use of Estimates	The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated 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, income taxes, fair value of assets and liabilities, useful lives and impairment of long-lived assets, 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.
Revenue Recognition	The Company accounts for its revenues pursuant to the provisions of 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 services. Research and license agreements typically include nonrefundable upfront signing or license fees, payments at negotiated rates for time incurred by Company researchers, third-party cost reimbursements, additional target selection fees, sublicense fees, milestone payments tied to ongoing development and product commercialization, and royalties on future licensees’ product sales. All funds received from the Company’s collaboration partners are generally not refundable. Non-refundable upfront fees are fixed at the commencement of the contract. All other fees represent variable consideration in contracts. For contracts that contain a provision where the Company reimburses its customer for certain costs they incur and where the Company does not acquire any distinct goods or services in exchange for such payments, the Company accounts for it as a reduction to the contract transaction price. Deferred revenue primarily represents the portion of nonrefundable upfront fees or milestone payments received but not earned. In determining the appropriate amount of revenue to be recognized as the Company 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. The Company’s performance obligations in its collaboration agreements frequently represent distinct bundles of licenses of intellectual property and research and development services, with these components being individually non-distinct as the customer cannot benefit from the licenses independently from the research and development activities. In some instances, the Company has determined that the customer can benefit from the licensed intellectual property separately from the research and development activities, and the licenses of intellectual property and research and development services are individual distinct performance obligations. Options to license the Company’s intellectual property and/or acquire research and development services also represent performance obligations when they grant customers a material right, e.g. a right to a discount the customer would not have received if they did not purchase the Company’s services under the existing contract. Revenues from grants of licenses to intellectual property that are distinct and therefore separate performance obligations are recognized at the point in time when the license is effective and the Company has completed the transfer of a copy of the licensed intellectual property to the customer. Revenues from distinct research and development services as well as from distinct bundles of licenses of intellectual property and research and development services, are recognized over time using a proportional performance method. Under this method, revenue is recognized by measuring progress towards satisfaction of the relevant performance obligation using a measure that best depicts the progress towards satisfaction of the relevant performance obligation. For most of the Company’s agreements the measure of progress is an input measure based on a level of effort incurred, which includes the value of actual time by Company researchers plus third-party cost reimbursements. Consideration allocated to options that include material rights is deferred until the options are exercised or expire. The exercise of such options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance 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. 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. For variable consideration, 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. A cumulative catch-up is then recorded in the current period to reflect the updated transaction price and the updated measure of progress. The estimated period of performance and level of effort, including the value of Company researchers’ time and third-party costs, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current expectations. 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, discount rates and probabilities of exercise of technical and regulatory success, and the expected level of effort for research and development services. Contract modifications occur when the price and/or scope of an arrangement changes. If the modification consists of adding new distinct goods or services in exchange for consideration that reflects standalone selling prices of these goods and services, the modification is accounted for as a separate contract with the customer. Otherwise, if the remaining goods and services are distinct from those previously provided, the existing contract is considered terminated, and the remaining consideration is allocated to the remaining goods and services as if this was a newly signed contract. If the remaining goods and services are not distinct from those previously provided, the effects of the modification are accounted for in a manner similar to the effect of a change in the estimated measure of progress, with cumulative catch-up in revenue recorded at the time of the modification. If some of the remaining goods and services are distinct from those previously provided and others are not, to account for the effects of the modification the Company applies principles consistent with the objectives of the modification accounting.
Impairment	The Company evaluates the carrying value of long-lived assets, which include property and equipment, leasehold improvements and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be fully recoverable. If a change in circumstance occurs that indicates long-lived assets may be impaired, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. The long-lived asset evaluation is performed at the asset group level, i.e., the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company reassesses the composition of its asset groups whenever there are changes in its operations that affect whether the cash flows associated with assets included in asset groups are largely independent. If the impairment review indicates that the carrying amount of an asset group is not recoverable, an impairment loss is measured as the amount by which the carrying amount of an asset group exceeds its fair value. Any impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the carrying amount of an individual asset shall not be reduced below its fair value. Factors that may indicate potential impairment and trigger an impairment test include, but are not limited to, general macroeconomic conditions, conditions specific to the industry and market, an adverse change in legal factors, business climate or operational performance of the business, and sustained decline in the stock price and market capitalization compared to the net book value. Calculating the fair value of a reporting unit, an asset group and an individual asset involves significant estimates and assumptions. These estimates and assumptions include, among others, projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparables. Changes in these factors and assumptions used can materially affect the amount of impairment loss recognized in the period the asset was considered impaired.
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 money market accounts and U.S. government-sponsored entity debt securities. Restricted cash consisted of a letter of credit for $1.5 million, representing a deposit for the lease of office and research and development laboratory facilities in Brisbane, California.
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 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. Right-of-use 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 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, and 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, calculated as the sum of the amortization of the right of use asset and accretion of the lease liability, is recognized on a straight-line basis over the lease term, unless the right of use asset was previously written down due to impairment. The Company evaluates the lease arrangement for impairment whenever events or changes in circumstances indicate that the carrying amounts of the right-of-use asset may not be fully recoverable. To the extent an impairment of the right-of-use asset is identified, the Company will recognize the impairment expense and subsequently amortize the remaining right of use asset into rent expense on a straight-line basis (unless another systematic basis is more representative of the pattern in which the Company expects to consume the future economic benefits from the asset) from the date of impairment to the earlier of the end of the right-of-use asset’s useful life or the end of the lease term. If there is a change to the terms and conditions of a contract that results in a change in the scope of or the consideration for a lease, the Company determines if the lease modification results in a separate contract or a change in the accounting for the existing lease and not a separate contract. For lease modifications that result in a separate contract, the Company accounts for the new contract in the same manner as other new leases. For lease modifications that do not result in a separate contract, the Company reassesses the classification of the lease at the effective date of the modification, remeasures and reallocates the remaining consideration in the contract, and remeasures the lease liability using the discount rate determined at the effective date of the modification. The Company has elected not to 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 not to 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.
Warrants to Purchase Shares of Company Stock	The Company determines the accounting classification of warrants to purchase shares of its stock as either liability or equity by first assessing whether the warrants meet liability classification criteria in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument other than an outstanding share that embodies an obligation to repurchase the entity’s shares or is indexed to such an obligation, and that requires or may require the entity to settle it by transferring assets, is classified as a liability. In addition, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception, (b) variations in something other than the fair value of the issuer’s equity shares, or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. If financial instruments, such as warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company’s own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity’s own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company’s equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. Certain adjustments to this amount are allowed, if they are based on non-levered inputs into the fair value of a fixed price/fixed consideration-option. Warrants are also required to meet equity classification criteria to be classified in stockholders’ equity. Under these criteria, warrants have to provide for settlement in shares, or cash or shares at the entity’s option. With limited exceptions, a possibility of net cash settlement under any circumstances will result in the warrants being classified as liabilities. Warrants classified as equity are generally measured using the Black-Scholes valuation model on the date of issuance. Warrants classified as liabilities are remeasured at any reporting date using valuation models consistent with their terms, with changes recognized in earnings.
Restructuring	The Company records employee severance costs based on whether the termination benefits are provided under an on-going benefit arrangement or under a one-time benefit arrangement. The Company accounts for on-going termination benefit arrangements, such as those arising from employment agreements, applicable regulations or past practices, in accordance with ASC Topic 712, Compensation—Nonretirement Postemployment Benefits (“ASC Topic 712”). Under ASC 712, liabilities for post-employment benefits related to past services and that vest or are accumulated over time are recorded at the time the obligations are probable of being incurred and can be reasonably estimated. The Company accounts for one-time employment benefit arrangements in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC Topic 420”). One-time termination benefits are expensed at the date the entity notifies the employee, unless the employee must provide future service over a period extending past the minimum notification period, in which case the benefits are expensed ratably over the future service period. Other associated costs are recognized in the period in which the liability is incurred. Costs incurred to terminate contracts are recognized upon their termination, e.g., when notice of termination is provided to the counterparty. Costs related to contracts without future benefit are recognized at the cease-use date. Other exit-related costs are recognized as incurred.
Recent Accounting Pronouncements Not Yet Adopted	In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC Topic 280, Segment Reporting on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
Fair Value Measurements	The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and marketable securities. 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 measurements and unobservable (i.e., supported by little or no market activity).

STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 08, 2024	Mar. 26, 2024	Mar. 21, 2024	Dec. 31, 2022	Aug. 31, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized (in shares)						960,000,000		960,000,000		640,000,000
Common stock par value (in dollars per share)		$ 0.01
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock (in shares)								24,761,905	8,249,261
Issuance of common stock upon exercise of pre-funded warrants (in shares)	3,809,523							3,809,523
Pre-funded warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of new stock issued during the period (in shares)						3,809,523		3,809,523
Stock price (USD) (in dollars per share)						$ 0.01		$ 0.01
Offering price of each common stock (in dollars per share)	$ 0.01					$ 1.00		$ 1.00
Direct offering
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consideration received on transaction			$ 21.9
Sale of stock, number of shares issued in transaction (in shares)		24,761,905
Cash placement fees			6.00%
Net of placement fees			$ 1.4
Proceeds from other offering expenses			$ 0.7
Direct offering \| Pre-funded warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of new stock issued during the period (in shares)		3,809,523
Direct offering \| Common warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares of common stock for each Common warrant (in shares)		1
Sale of stock, number of shares issued in transaction, per unit (in shares)		1
Sale of stock, price per share (in dollars per share)		$ 0.84
Warrants exercisable, period after issuance			6 months
Term of warrants		5 years 6 months
Direct offering \| Pre-funded warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		28,571,428
Number of shares of common stock for each Common warrant (in shares)		1
Sale of stock, number of shares issued in transaction, per unit (in shares)		1
Sale of stock, price per share (in dollars per share)		$ 0.83
Stock price (USD) (in dollars per share)		0.01
Offering price of each common stock (in dollars per share)		$ 1.00
Jefferies LLC \| At-The-Market Offering Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock offering program, maximum value					$ 150.0
Stock offering program, increase to aggregate offering price				$ 175.0
Sale of stock agreement						$ 194.5		$ 194.5
Issuance of common stock (in shares)						0	0	0	8,249,261
Consideration received on transaction									$ 15.1

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

The following table shows total stock-based compensation expense recognized in the accompanying Condensed Consolidated Statements of Operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	1,478	$	3,236	$	4,186	$	11,996
General and administrative	1,837		2,953		4,913		9,260
Total stock-based compensation expense	$	3,315	$	6,189	$	9,099	$	21,256

CASH EQUIVALENTS AND MARKETABLE SECURITIES - Summary of Cash Equivalents and Available-for-Sale Securities (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Cash equivalents:
Amortized Cost	$ 39,201,000	$ 45,204,000	$ 56,514,000	$ 100,444,000
Marketable securities:
Amortized Cost		35,564,000
Gross Unrealized Gains		241,000
Gross Unrealized Losses	0	(7,000)
Estimated Fair Value	0	35,798,000
Total cash equivalents and marketable securities, amortized cost	$ 0	38,072,000
Total cash equivalents and marketable securities, gross unrealized gains		241,000
Total cash equivalents and marketable securities, gross unrealized losses		(7,000)
Total cash equivalents and marketable securities, estimated fair value		38,306,000
U.S. government-sponsored entity debt securities
Marketable securities:
Amortized Cost		22,347,000
Gross Unrealized Gains		219,000
Gross Unrealized Losses		0
Estimated Fair Value		22,566,000
Commercial paper securities
Marketable securities:
Amortized Cost		2,825,000
Gross Unrealized Gains		2,000
Gross Unrealized Losses		(1,000)
Estimated Fair Value		2,826,000
Corporate debt securities
Marketable securities:
Amortized Cost		1,399,000
Gross Unrealized Gains		6,000
Gross Unrealized Losses		0
Estimated Fair Value		1,405,000
Asset-backed securities
Marketable securities:
Amortized Cost		2,368,000
Gross Unrealized Gains		9,000
Gross Unrealized Losses		0
Estimated Fair Value		2,377,000
U.S. treasury bills
Marketable securities:
Amortized Cost		5,599,000
Gross Unrealized Gains		0
Gross Unrealized Losses		(6,000)
Estimated Fair Value		5,593,000
Certificates of deposit
Marketable securities:
Amortized Cost		1,026,000
Gross Unrealized Gains		5,000
Gross Unrealized Losses		0
Estimated Fair Value		1,031,000
Cash equivalents:
Cash equivalents:
Amortized Cost		2,508,000
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Estimated Fair Value		2,508,000
Money market funds
Cash equivalents:
Amortized Cost		2,508,000
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Estimated Fair Value		$ 2,508,000

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenues from Strategic Partnering Collaboration And Licensing Agreements (Details) - Revenue from contract with customer - Customer concentration risk	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Genentech, Inc.
Concentration Risk [Line Items]
Percentage of revenues	100.00%	0.00%	98.00%	0.00%
Kite Pharma Inc
Concentration Risk [Line Items]
Percentage of revenues	0.00%	58.00%	0.00%	11.00%
Biogen MA, Inc.
Concentration Risk [Line Items]
Percentage of revenues	0.00%	4.00%	0.00%	77.00%
Novartis Institutes For BioMedical Research Inc.
Concentration Risk [Line Items]
Percentage of revenues	0.00%	0.00%	0.00%	7.00%
Other license agreements
Concentration Risk [Line Items]
Percentage of revenues	0.00%	38.00%	2.00%	5.00%

CASH EQUIVALENTS AND MARKETABLE SECURITIES

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

CASH EQUIVALENTS AND MARKETABLE SECURITIES

The Company had no cash equivalents or marketable securities as of September 30, 2024. The table below summarizes the Company’s cash equivalents and marketable securities as of December 31, 2023 (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

















December 31, 2023
Assets
Cash equivalents:
Money market funds	$	2,508	$	—	$	—	$	2,508
Total	2,508		—		—		2,508
Marketable securities:
U.S. government-sponsored entity debt securities	22,347		219		—		22,566
Commercial paper securities	2,825		2		(1)		2,826
Corporate debt securities	1,399		6		—		1,405
Asset-backed securities	2,368		9		—		2,377
U.S. treasury bills	5,599		—		(6)		5,593
Certificates of deposit	1,026		5		—		1,031

Total	35,564		241		(7)		35,798
Total cash equivalents and marketable securities	$	38,072	$	241	$	(7)	$	38,306

The fair value of marketable securities by contractual maturity were as follows (in thousands):


	December 31, 2023
Maturing in one year or less	$	10,855
Maturing after one year through five years	24,943
Total	$	35,798

Realized gains and losses on the sales of investments were not material during the three and nine months ended September 30, 2024. There were no realized gains and losses on the sales of investments during the three and nine months ended September 30, 2023. Total unrealized gains for securities with net gains in accumulated other comprehensive loss were not material during the three and nine months ended September 30, 2024 and 2023.

The Company manages credit risk associated with its investment portfolio through its investment policy, which limits purchases to high-quality issuers and also limits the amount of its portfolio that can be invested in a single issuer. The Company did not record an allowance for credit losses related to its marketable securities for the three and nine months ended September 30, 2024 and 2023.

The Company had no unrealized losses related to its marketable securities for the three and nine months ended September 30, 2024. The Company had no material unrealized losses related to its marketable securities for the three and nine months ended September 30, 2023. The Company had no material unrealized losses, individually and in the aggregate, for marketable securities that were in a continuous unrealized loss position for greater than 12 months as of September 30, 2024 and December 31, 2023. These unrealized losses were not attributed to credit risk and were associated with changes in market conditions. The Company periodically reviews its marketable securities for indications of credit losses. No significant facts or circumstances had arisen to indicate that there had 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, the Company determined that no allowance for credit losses related to its marketable securities was required at either September 30, 2024 or December 31, 2023.

For the periods the Company had investment in debt securities, the Company also considered whether it was more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis. No impairment charges were recorded during the three and nine months ended September 30, 2024.

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Genentech, Inc. (Details) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2024 USD ($) performance_obligation	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Oct. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Deferred revenues		$ 774		$ 774			$ 0
Revenues		49,412	$ 9,398	50,249	$ 174,190
Genentech, Inc.
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Royalty obligation, term	10 years
Revenues		49,226	0	49,226	0
License \| Genentech, Inc.
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Contract with customer liability	$ 40,000
Variable consideration amount	1,900,000
Remaining performance obligation amount	$ 50,000
Number of performance obligations \| performance_obligation	2
Receivables		10,000		10,000
Deferred revenues		800		800
Revenues		$ 48,679	$ 0	$ 48,679	$ 0
License \| Genentech, Inc. \| Subsequent Event
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Contract with customer liability						$ 10,000
License, Technology Transfer \| Genentech, Inc.
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Contract with customer liability	$ 10,000

RESTRUCTURING CHARGES - Narrative (Details)				3 Months Ended			9 Months Ended
RESTRUCTURING CHARGES - Narrative (Details)	Mar. 01, 2024 employee	Nov. 01, 2023 employee	Apr. 26, 2023 USD ($) employee	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2025 USD ($)	Dec. 31, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring charges							$ 603,000
April 2023 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Number of employees eliminated in restructuring \| employee			110
Restructuring expected cost			$ 5,000,000
Restructuring charges				$ 0			0	$ 5,000,000
April 2023 Restructuring Plan \| Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring charges								3,800,000
April 2023 Restructuring Plan \| General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges								$ 1,200,000
November 2023 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Number of employees eliminated in restructuring \| employee		162
Restructuring charges						$ 6,700,000
Percentage of positions eliminated in restructuring		40.00%
November 2023 Restructuring Plan \| Minimum
Restructuring Cost and Reserve [Line Items]
Restructuring expected cost				8,000,000.0			8,000,000.0
November 2023 Restructuring Plan \| Minimum \| Forecast
Restructuring Cost and Reserve [Line Items]
Expected cost remaining									$ 900,000
November 2023 Restructuring Plan \| Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring expected cost				9,000,000.0			9,000,000.0
November 2023 Restructuring Plan \| Maximum \| Forecast
Restructuring Cost and Reserve [Line Items]
Expected cost remaining									$ 1,900,000
November 2023 Restructuring Plan \| Full-Time Employees
Restructuring Cost and Reserve [Line Items]
Number of employees eliminated in restructuring \| employee		108
November 2023 Restructuring Plan \| Contracted Employees
Restructuring Cost and Reserve [Line Items]
Number of employees eliminated in restructuring \| employee		54
France Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Number of employees eliminated in restructuring \| employee	93
Restructuring charges						$ 4,700,000
Percentage of positions eliminated in restructuring	24.00%
Restructuring costs incurred				2,200,000	$ 2,400,000
France Restructuring Plan \| Minimum
Restructuring Cost and Reserve [Line Items]
Restructuring expected cost				5,300,000			5,300,000
France Restructuring Plan \| Minimum \| Forecast
Restructuring Cost and Reserve [Line Items]
Expected cost remaining										$ 200,000
France Restructuring Plan \| Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring expected cost				$ 5,600,000			$ 5,600,000
France Restructuring Plan \| Maximum \| Forecast
Restructuring Cost and Reserve [Line Items]
Expected cost remaining										$ 500,000

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 39,201	$ 45,204	$ 56,514	$ 100,444
Non-current restricted cash	1,500	1,500	1,500	1,500
Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows	$ 40,701	$ 46,704	$ 58,014	$ 101,944

IMPAIRMENT AND WRITE-DOWN OF ASSETS HELD FOR SALE	9 Months Ended
IMPAIRMENT AND WRITE-DOWN OF ASSETS HELD FOR SALE	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
IMPAIRMENT AND WRITE-DOWN OF ASSETS HELD FOR SALE	IMPAIRMENT AND WRITE-DOWN OF ASSETS HELD FOR SALE During the year ended December 31, 2023, the Company experienced a sustained decline in stock price and related market capitalization, the collaboration agreements with Biogen and Novartis were terminated, and actions were initiated including deferral and reprioritization of certain research and development programs, announcement and execution of restructuring of operations and reductions in force. As a result, throughout the year the Company tested various long-lived and indefinite-life intangible assets for impairment and recognized a pre-tax goodwill impairment charge of $38.1 million, a pre-tax indefinite-lived intangible asset impairment charge of $51.4 million along with the income tax benefit from the reduction of the associated deferred tax liability of $6.3 million, and a pre-tax long-lived assets impairment charge of $65.5 million during the year ended December 31, 2023. Nine months ended September 30, 2024 During the three months ended March 31, 2024, the Company’s Board of Directors approved the wind-down of operations in France and corresponding reduction in workforce, including closure of the Company’s cell therapy manufacturing facility and research labs in Valbonne, France (the “France Restructuring”), and also initiated several actions aimed at reducing costs, including actions to commence the closure of its facility in Brisbane, California. As such, the Company reassessed its long-lived assets for impairment as of March 31, 2024. In connection with the France Restructuring, the Company concluded its equipment, furniture and fixtures located in France met the held for sale criteria as of March 31, 2024. The Company wrote down the carrying value of these assets to their estimated fair value of $1.0 million, net of the estimated costs to sell, recognizing a loss of $1.8 million. The fair value measurement represents a level 3 nonrecurring fair value measurement. The loss is included in impairment of long-lived assets in the accompanying Condensed Consolidated Statements of Operations. The Company also reassessed whether its remaining long-lived assets continued to represent a single asset group for purposes of impairment assessment. After considering changes in the manner in which the right-of-use assets and leasehold improvements related to the Company’s Brisbane and Valbonne, France, facilities are used, costs incurred to cease use of these assets, the France Restructuring, and the Company’s activities to market these facilities for sublease, the Company concluded the identifiable operations and cash flows of these assets are now largely independent of the operations and the cash flows of each other, as well as of the remainder of the Company. Accordingly, the Company assessed impairment of the resulting asset groups separately. Based on the changes in the use of assets related to the Brisbane and Valbonne facility leases, the Company concluded there were indicators of impairment for these asset groups, and further established that the carrying values of these asset groups were not recoverable. The Company proceeded to determine their fair values using a discounted cash flow method, which represents a level 3 nonrecurring fair value measurement. As a result, the Company recognized pre-tax long-lived asset impairment charges of $2.0 million on the right-of-use assets and $0.5 million on the related leasehold improvements during the three months ended March 31, 2024. No impairment was recognized on the remaining long-lived assets, as their carrying values were not in excess of their fair values. During the three months ended June 30, 2024, the Company faced a sustained decline in its stock price and related market capitalization, and continued the France Restructuring and activities related to the closure of its facility in Brisbane, California. There was also a decline in the market rates for facility subleases in Brisbane, California, indicating the carrying values of right of use and leasehold improvement assets could be impaired. As such, the Company reassessed its long-lived assets for impairment as of June 30, 2024. The Company concluded there were indicators of impairment for the Brisbane and Valbonne facility lease asset groups, and further established that the carrying values of these asset groups were not recoverable. The Company proceeded to determine their fair values using a discounted cash flow method, which represents a level 3 nonrecurring fair value measurement. As a result, the Company recognized pre-tax long-lived asset impairment charges of $0.9 million on the right-of-use assets and $0.1 million on the related leasehold improvements during the three months ended June 30, 2024. The Company also reassessed the fair value of assets held for sale as of June 30, 2024 and recorded an additional charge to write-down the carrying value of these assets by $0.1 million. Assets held for sale are included within prepaid expenses and other current assets on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2024. The fair value measurement represents a level 3 nonrecurring fair value measurement. The loss is included in impairment of long-lived assets in the accompanying Condensed Consolidated Statements of Operations. The sale of these assets is expected to occur within one year, either collectively or separately. During the three months ended September 30, 2024, no additional impairment was recorded. The Company will continue to assess whether its long-lived assets are impaired in future periods. As the Company finalizes the wind-down of its France operations and corresponding reduction in force of all France employees, as well as the closure of its Brisbane facility, it is reasonably possible that additional impairment charges will be recognized, for example, if sublease rates of leased facilities or selling prices of the assets held for sale are less than those estimated. Nine months ended September 30, 2023 During the three months ended March 31, 2023, as a result of the sustained decline in the Company’s stock price and related market capitalization, and termination of the collaboration agreements with Biogen and Novartis, the Company performed an impairment assessment of goodwill, indefinite-lived intangible assets, and other long-lived assets. The Company operated as a single reporting unit based on its business and reporting structure. For goodwill, a quantitative impairment assessment was performed using a market approach, whereby the Company’s fair value of equity was compared to its carrying value. The fair value of equity was derived using both the market capitalization of the Company and an estimate of a reasonable range of values of a control premium applied to the Company’s implied business enterprise value. The control premium was estimated based upon control premiums observed in comparable market transactions. This represented a level 2 nonrecurring fair value measurement. Based on this analysis, the Company recognized a pre-tax goodwill impairment charge of $38.1 million during the three months ended March 31, 2023. As a result, the goodwill was fully impaired as of March 31, 2023. Before completing the goodwill impairment assessment, the Company also tested its indefinite-lived intangible assets and then its long-lived assets for impairment. Based on the qualitative assessment, the Company determined it was more likely than not that its indefinite-lived intangible assets were not impaired. The Company determined all of its long-lived assets represented one asset group for purposes of long-lived asset impairment assessment. The Company concluded that the carrying value of the asset group was not recoverable as it exceeded the future undiscounted cash flows the assets were expected to generate from the use and eventual disposition. To allocate and recognize the impairment loss, the Company determined individual fair values of its long-lived assets. The Company applied a discounted cash flow method to estimate fair values of its leasehold improvements and right-of-use assets, including leasehold improvements in the process of construction and a cost replacement method to estimate the fair value of its furniture, fixtures and laboratory and manufacturing equipment. These represented level 3 nonrecurring fair value measurements. Based on this analysis, the Company recognized pre-tax long-lived asset impairment charges of $11.2 million on the right-of-use assets, $5.0 million on the related leasehold improvements, and $4.2 million on construction-in-progress, during the three months ended March 31, 2023. No impairment was recognized on the remaining long-lived assets as their carrying values were not in excess of their fair values. During the three months ended June 30, 2023, the Company’s stock price and the related market capitalization continued to decline. In April 2023, the Company announced a restructuring of operations and a corresponding reduction in force. The Company also initiated discussions around several actions aimed at reducing costs, preserving liquidity and improving operational performance metrics, including deferral and reprioritization of certain research and development programs, further reduction in force, and closing or downsizing its facilities. The Company reassessed its indefinite-lived and long-lived assets for impairment as of June 30, 2023. Given the actions contemplated above, the Company determined that it was more likely than not that its indefinite-lived intangible assets were impaired. Accordingly, the Company developed an estimate of the fair value of its indefinite-lived intangible assets using the multi-period excess earnings model (income approach) and concluded the carrying value of its indefinite-lived intangible assets were fully impaired. This represents a level 3 nonrecurring fair value measurement. As a result, an indefinite-lived intangible assets impairment charge of $51.3 million, as well as the related income tax benefit of $6.3 million due to the reversal of a deferred tax liability associated with the indefinite-lived intangible assets was recognized during the three and six months ended June 30, 2023. The impairment charge was primarily driven by a higher discount rate applied to future cash flows based on market participants’ view of increased risk related to the asset. The Company determined that there were indicators of impairment in its long-lived asset group as of June 30, 2023, based on the same factors above as well as the impairment of its indefinite-lived intangible assets. As the estimated fair value of this asset group, based on a market approach, exceeded its carrying value, no impairment loss was recognized. This represented a level 3 nonrecurring fair value measurement. During the three months ended September 30, 2023, the Company’s stock price and the related market capitalization continued to decline, and as such, the Company reassessed its long-lived assets for impairment as of September 30, 2023. The Company determined all of its long-lived assets continued to represent one asset group for purposes of long-lived asset impairment assessment. The Company concluded that the carrying value of the asset group was not recoverable and the estimated fair value of this asset group was below its carrying value. The lower fair value of the asset group was mainly driven by the sustained decline in the Company’s stock price and the related market capitalization. To recognize the impairment loss, the Company determined individual fair values of its long-lived assets. The Company applied a discounted cash flow method to estimate fair values of its leasehold improvements and right-of-use assets, including leasehold improvements in the process of construction, and a market approach to estimate the fair value of its furniture, fixtures and laboratory and manufacturing equipment. These represented level 3 nonrecurring fair value measurements. Based on this analysis, the Company concluded the fair values of the long-lived assets were lower than their net book values due to declines in the market prices for leases, furniture, fixtures, and equipment. The Company recognized pre-tax long-lived asset impairment charges of $17.6 million on the right-of-use assets, $13.7 million on the related leasehold improvements and construction-in-progress, and $13.5 million on furniture, fixtures, and laboratory and manufacturing equipment during the three months ended September 30, 2023.

CASH EQUIVALENTS AND MARKETABLE SECURITIES - Summary of Available-for-Sale Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Maturing in one year or less		$ 10,855
Maturing after one year through five years		24,943
Marketable securities	$ 0	$ 35,798

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Components of Basic and Diluted Net Income (Loss) per Share

The components of basic and diluted net income (loss) per share are as follows (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net income (loss)	$	10,672	$	(104,163)	$	(74,545)	$	(197,536)
Less: Net income allocated to participating securities	1,287		—		—		—
Net income (loss) available to common stockholders	$	9,385	$	(104,163)	$	(74,545)	$	(197,536)
Denominator:
Basic:
Weighted average number of common shares outstanding - basic	208,345		177,171		198,849		173,375
Diluted:
Weighted average number of common shares outstanding - basic	208,345		177,171		198,849		173,375

Dilutive effect of restricted stock units	5,823		—		—		—
Dilutive effect of common stock pursuant to employee stock purchase plan	157		—		—		—
Weighted average number of common shares outstanding - diluted	214,325		177,171		198,849		173,375
Net income (loss) per share:
Basic	$	0.05	$	(0.59)	$	(0.37)	$	(1.14)
Diluted	$	0.04	$	(0.59)	$	(0.37)	$	(1.14)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Revenues	$ 49,412	$ 9,398	$ 50,249	$ 174,190
Operating expenses:
Research and development	27,732	57,089	87,846	183,351
General and administrative	11,049	13,918	34,861	48,068
Impairment of long-lived assets	0	44,799	5,521	65,232
Impairment of goodwill and indefinite-lived intangible assets	0	0	0	89,485
Total operating expenses	38,781	115,806	128,228	386,136
Income (loss) from operations	10,631	(106,408)	(77,979)	(211,946)
Interest and other income, net	129	3,515	3,694	9,610
Income (loss) before income taxes	10,760	(102,893)	(74,285)	(202,336)
Income tax expense (benefit)	88	1,270	260	(4,800)
Net income (loss)	10,672	(104,163)	(74,545)	(197,536)
Net income allocated to participating securities	1,287	0	0	0
Net income (loss) available to common stockholders	$ 9,385	$ (104,163)	$ (74,545)	$ (197,536)
Net income (loss) per share
Basic net loss per share (in dollars per share)	$ 0.05	$ (0.59)	$ (0.37)	$ (1.14)
Diluted net loss per share (in dollars per share)	$ 0.04	$ (0.59)	$ (0.37)	$ (1.14)
Shares used in computing net income (loss) per share
Shares used in computing basic net loss per share (in shares)	208,345	177,171	198,849	173,375
Weighted average number of shares outstanding - diluted (in shares)	214,325	177,171	198,849	173,375

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 10,672	$ (104,163)	$ (74,545)	$ (197,536)
Foreign currency translation adjustment	1,664	(1,144)	371	981
Net pension (loss) gain	(4)	5	234	2
Unrealized gain (loss) on marketable securities, net of tax	0	494	(233)	840
Comprehensive income (loss)	$ 12,332	$ (104,808)	$ (74,173)	$ (195,713)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

CASH EQUIVALENTS AND MARKETABLE SECURITIES - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Realized gain and losses on the sales of investments	$ 0	$ 0	$ 0	$ 0
Allowance for credit loss related to marketable securities, not previously recorded	0	$ 0	0	$ 0
Gross unrealized losses	0		0		$ 7,000
Allowance for credit loss related to marketable securities	$ 0		$ 0		$ 0

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Revenues Recognized under Agreement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue related to agreements
Revenues	$ 49,412	$ 9,398	$ 50,249	$ 174,190
Genentech, Inc.
Revenue related to agreements
Revenues	49,226	0	49,226	0
Genentech, Inc. \| License
Revenue related to agreements
Revenues	48,679	0	48,679	0
Genentech, Inc. \| Service
Revenue related to agreements
Revenues	547	0	547	0
Other Collaboration And License Agreements
Revenue related to agreements
Revenues	186	9,398	1,023	174,190
Kite Pharma Inc
Revenue related to agreements
Revenues	0	5,496	0	19,035
Kite Pharma Inc \| License
Revenue related to agreements
Revenues	0	5,388	0	17,938
Kite Pharma Inc \| Service
Revenue related to agreements
Revenues	0	108	0	1,097
Novartis Institutes For BioMedical Research Inc.
Revenue related to agreements
Revenues	0	0	0	12,179
Novartis Institutes For BioMedical Research Inc. \| License
Revenue related to agreements
Revenues	0	0	0	9,568
Novartis Institutes For BioMedical Research Inc. \| Service
Revenue related to agreements
Revenues	0	0	0	2,611
Biogen MA, Inc.
Revenue related to agreements
Revenues	0	0	0	134,849
Biogen MA, Inc. \| License
Revenue related to agreements
Revenues	0	0	0	132,165
Biogen MA, Inc. \| Service
Revenue related to agreements
Revenues	0	0	0	2,684
Other license agreements \| License
Revenue related to agreements
Revenues	$ 186	$ 3,902	$ 1,023	$ 8,127

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 07, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	000-30171
Entity Registrant Name	SANGAMO THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	68-0359556
Entity Address, Address Line One	501 Canal Blvd.
Entity Address, City or Town	Richmond
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94804
City Area Code	510
Local Phone Number	970-6000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SGMO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		208,646,870
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001001233
Current Fiscal Year End Date	--12-31

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Summary of Fair Value Measurements of Cash Equivalents and Marketable Securities

The fair value measurements of the Company’s cash equivalents and marketable securities as of December 31, 2023 are identified at the following levels within the fair value hierarchy (in thousands):


	December 31, 2023
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	2,508	$	2,508	$	—	$	—
Total	2,508		2,508		—		—
Marketable securities:
U.S. government-sponsored entity debt securities	22,566		—		22,566		—
Commercial paper securities	2,826		—		2,826		—
Corporate debt securities	1,405		—		1,405		—
Asset-backed securities	2,377		—		2,377		—
U.S. treasury bills	5,593		—		5,593		—
Certificates of deposit	1,031		—		1,031		—

Total	35,798		—		35,798		—
Total cash equivalents and marketable securities	$	38,306	$	2,508	$	35,798	$	—

RESTRUCTURING CHARGES

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

RESTRUCTURING CHARGES

April 2023 Restructuring

On April 26, 2023, the Company executed a restructuring of operations and a corresponding reduction in workforce (the “April 2023 Restructuring”), designed to reduce costs and increase focus on certain strategic priorities. The April 2023 Restructuring resulted in the elimination of approximately 110 roles in the United States, or approximately 23% of the total United States workforce. The April 2023 Restructuring resulted in the incurrence of one-time severance payments and other employee-related costs, including additional vesting of service-based stock compensation awards. The Company had estimated that it will incur $5.0 million in expenses related to employee severance and notice period payments, benefits and related restructuring charges for the April 2023 Restructuring. No expenses related to the April 2023 Restructuring were incurred during the three and nine months ended September 30, 2024. No expenses related to the April 2023 Restructuring were incurred during the three months ended September 30, 2023.The Company incurred approximately $5.0 million of expenses related to the April 2023 Restructuring during the nine months ended September 30, 2023, of which $3.8 million is included in research and development expense and $1.2 million is included in general and administrative expense in the accompanying Condensed Consolidated Statements of Operations. The April 2023 Restructuring and the cash payments related thereto are complete as of September 30, 2024.

November 2023 Restructuring

On November 1, 2023, the Company executed a restructuring of operations and a corresponding reduction in workforce (the “November 2023 Restructuring”), designed to reduce costs and advance its strategic transformation into a neurology-focused genomic medicine company. The November 2023 Restructuring resulted in the elimination of approximately 162 roles, including 108 full-time employees and 54 contracted employees and eliminated open positions, in the United States, or approximately 40% of the total United States workforce, and included one-time severance payments and other employee-related costs, including additional vesting of service-based stock compensation awards. The total restructuring expenses are estimated to be approximately $8.0 million to $9.0 million, related to employee severance and notice period payments, benefits, Brisbane facility close-out costs, and other related restructuring charges for the November 2023 Restructuring. The Company recorded $6.7 million of expenses relating to the November 2023 Restructuring in the fourth quarter of 2023. The expense adjustments recorded during the three and nine months ended September 30, 2024 were not material. The cash payments relating to employee severance and notice period payments, benefits, other employee-related costs for the November 2023 Restructuring are complete as of September 30, 2024. The Company expects the Brisbane facility close-out costs to be complete by second quarter of 2025, which were previously estimated to be complete by third quarter of 2024. The Company expects to incur estimated costs of $0.9 million to $1.9 million on Brisbane facility close-out costs through the second quarter of 2025.

France Restructuring

On March 1, 2024, the Company’s Board of Directors approved the France Restructuring which will result in the elimination of all 93 roles in France, or approximately 24% of the total global workforce. As a result, the Company has terminated its research and development activities in France and is in the process of disposing of its France-based assets and settling the associated liabilities. The Company is also making severance payments as required by French law and the terms of the applicable collective bargaining agreements, and incurring other employee-related costs. The total restructuring expenses are estimated to be approximately $5.3 million to $5.6 million, related to employee severance and notice period payments, benefits, contract termination costs, and other related restructuring charges for the France Restructuring. The Company had recorded $4.7 million of expenses relating to the France restructuring in the fourth quarter of 2023. The expenses incurred during the three and nine months ended September 30, 2024 related to employee severance and notice period payments, benefits, other employee-related costs, and facility shutdown costs were not material. During the three months ended June 30, 2024, the Company recognized $2.4 million as expense relating to a manufacturing agreement for costs that will be incurred without economic benefit to the Company, included in general and administrative expense in the accompanying Condensed Consolidated Statements of Operations. During the three months ended September 30, 2024, the Company reached a settlement relating to the terminated manufacturing agreement and recognized $2.2 million as a reduction to general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. The Company expects to incur other additional estimated costs of $0.2 million to $0.5 million related to the France Restructuring through the fourth quarter of 2024. The Company expects the France Restructuring and its related cash payments to be substantially complete by the fourth quarter of 2024. See Note 6 – Impairment and Write-Down of Assets Held For Sale for impairment considerations related to the France Restructuring.

The following table is a summary of accrued April 2023 Restructuring, November 2023 Restructuring and France Restructuring charges included within other accrued liabilities on the Company’s Condensed Consolidated Balance Sheet as of September 30, 2024 (in thousands):


	Nine Months Ended September 30, 2024
Balance at December 31, 2023	$	11,733
Restructuring charges	603
Cash payments	(10,683)

Balance at September 30, 2024	$	1,653

Sangamo may also incur other cash expenses or charges not currently contemplated or estimable due to events that may occur as a result of, or associated with, the November 2023 Restructuring and France Restructuring.

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Disaggregation of Revenue

Revenues recognized under the agreement were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue related to Genentech agreement:
Recognition of license revenue	$	48,679	$	—	$	48,679	$	—
Research services	547		—		547		—
Total	$	49,226	$	—	$	49,226	$	—

Revenues recognized under these agreements were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue related to Kite agreement:
Recognition of license fee fixed consideration	$	—	$	5,388	$	—	$	17,938
Research services variable consideration	—		108		—		1,097
Total	$	—	$	5,496	$	—	$	19,035

Revenue related to Novartis agreement:
Recognition of upfront license fee	$	—	$	—	$	—	$	9,568
Research services	—		—		—		2,611
Total	$	—	$	—	$	—	$	12,179

Revenue related to Biogen agreement:
Recognition of license and other fixed consideration	$	—	$	—	$	—	$	132,165
Cost-sharing payments for research services, net variable consideration	—		—		—		2,684
Total	$	—	$	—	$	—	$	134,849

Revenue from other license agreements	$	186	$	3,902	$	1,023	$	8,127
Total revenue	$	186	$	9,398	$	1,023	$	174,190

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

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 genomic medicine company committed to translating ground-breaking science into medicines that transform the lives of patients and families afflicted with serious neurological diseases. The Company believes its zinc finger (“ZF”) epigenetic regulators are ideally suited to potentially address devastating neurology disorders and its capsid engineering platform has demonstrated the ability to expand delivery beyond currently available intrathecal delivery capsids, including in the central nervous system (“CNS”), in preclinical studies.

In 2023, the Company announced its strategic transformation into a neurology-focused genomic medicine company focused on developing epigenetic regulation therapies designed to address serious neurological diseases and novel adeno-associated virus (“AAV”) capsid delivery technology.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity 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 United States 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 only of normal recurring adjustments) considered necessary for a fair presentation of these financial statements for the periods presented have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The Condensed Consolidated Balance Sheet data at December 31, 2023 was derived from the audited Consolidated Financial Statements included in Sangamo’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) as filed with the SEC on March 13, 2024.

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.

The accompanying Condensed Consolidated Financial Statements and related financial information should be read together with the audited Consolidated Financial Statements and footnotes for the year ended December 31, 2023, included in the 2023 Annual Report.

Liquidity, Going Concern, and Capital Resources

Sangamo is currently working on a number of long-term development projects that involve experimental technologies. The projects will require several years and substantial expenditures to complete and ultimately may be unsuccessful. In recent years, the Company’s operations have been funded primarily through collaborations and strategic partnerships, research grants and from the issuance of equity securities. As of September 30, 2024, the Company had capital resources of $39.2 million consisting of cash and cash equivalents. On August 2, 2024, the Company entered into a global epigenetic regulation and capsid delivery license agreement (the “Genentech Agreement”) with Genentech, Inc., a member of the Roche Group (“Genentech”), under which the Company received a $40.0 million upfront license fee in August 2024 and a $10.0 million milestone payment in October 2024.

Under Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern (“ASC Topic 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the Condensed Consolidated Financial Statements are issued. As required under ASC Topic 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the Condensed Consolidated Financial Statements are issued. When substantial doubt exists, management evaluates whether the mitigating effects of its plans sufficiently alleviates the substantial doubt about the Company’s ability to continue as a going concern. The mitigating effects of management’s plans, however, are only considered if both (i) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (ii) it is probable that the

plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved by the Company’s board of directors before the date that the financial statements are issued.

The Company’s history of significant losses, its negative cash flows from operations, its limited liquidity resources currently on hand, and its dependence on additional financing to fund its operations after the current resources are exhausted raise substantial doubt about its ability to continue to operate as a going concern within one year after the date that the Condensed Consolidated Financial Statements are issued. Based on the Company’s current operating plan, its cash and cash equivalents as of September 30, 2024, together with the $10.0 million milestone payment that the Company received from Genentech in October 2024, is expected to allow the Company to meet its liquidity requirements only into the first quarter of 2025, which is less than one year following the date these Condensed Consolidated Financial Statements are issued.

Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to support the Company’s cost structure and operating plan. Management’s plans include, among other things, pursuing one or more of the following steps to raise additional capital, none of which can be guaranteed or are entirely within the Company’s control:

•raise funding through the sale of the Company’s common stock, including sales under the at-the-market offering program with Jefferies LLC;

•raise funding through debt or royalty financing; and

•establish collaborations with potential partners to advance the Company’s product pipeline.

If the Company is unable to raise capital on acceptable terms, or at all, or if it is unable to procure collaboration arrangements or external direct investments to advance its programs, the Company would be required to discontinue some or all of its operations or develop and implement a plan to further extend payables, reduce overhead or scale back its current operating plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan would be successful. Additional capital may not be available to the Company on a timely basis, on terms that are acceptable or at all. In particular, the perception of the Company’s ability to continue to operate as a going concern may make it more difficult to obtain financing for the continuation of its operations, particularly in light of currently challenging macroeconomic and market conditions. Further, the Company may be unable to attract new investments as a result of the speculative nature of its newly reprioritized core neurology preclinical programs. If adequate funds are not available to the Company on a timely basis, or at all, the Company will be required to take additional actions to address its liquidity needs, including additional cost reduction measures such as further reducing operating expenses and delaying, reducing the scope of, discontinuing or altering its research and development activities, which would have a material adverse effect on its business and prospects, or the Company may be required to cease operations entirely, liquidate all or a portion of its assets, and/or seek protection under the U.S. Bankruptcy Code.

The accompanying Condensed Consolidated Financial Statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Condensed Consolidated Financial Statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated 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, income taxes, fair value of assets and liabilities, useful lives and impairment of long-lived assets, 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.

In March 2023, the Company recorded additional revenue related to a change in estimate in connection with the collaboration agreement with Kite Pharma, Inc., a Gilead Sciences, Inc. subsidiary (“Kite”). This adjustment was driven by a reduction in the estimated future level of the Company’s research and development services and as a result, future project costs. This resulted in an increase in proportional cumulative performance on this collaboration and an increase in revenue of

$8.9 million, a decrease in net loss of $8.9 million, and a decrease in the Company’s basic and diluted net loss per share of $0.05 for the nine months ended September 30, 2023.

In September 2023, the Company recorded additional revenue related to a change in estimate in connection with the collaboration agreement with Kite. This adjustment was driven by a further reduction in the estimated future level of the Company’s research and development services and as a result, future project costs. This resulted in an increase in proportional cumulative performance on this collaboration and an increase in revenue by $4.9 million, a decrease in net loss by $4.9 million, and a decrease in the Company’s basic and diluted net loss per share of $0.03 for the three and nine months ended September 30, 2023.

Revenue Recognition

The Company accounts for its revenues pursuant to the provisions of 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 services. Research and license agreements typically include nonrefundable upfront signing or license fees, payments at negotiated rates for time incurred by Company researchers, third-party cost reimbursements, additional target selection fees, sublicense fees, milestone payments tied to ongoing development and product commercialization, and royalties on future licensees’ product sales. All funds received from the Company’s collaboration partners are generally not refundable. Non-refundable upfront fees are fixed at the commencement of the contract. All other fees represent variable consideration in contracts. For contracts that contain a provision where the Company reimburses its customer for certain costs they incur and where the Company does not acquire any distinct goods or services in exchange for such payments, the Company accounts for it as a reduction to the contract transaction price. Deferred revenue primarily represents the portion of nonrefundable upfront fees or milestone payments received but not earned.

In determining the appropriate amount of revenue to be recognized as the Company 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.

The Company’s performance obligations in its collaboration agreements frequently represent distinct bundles of licenses of intellectual property and research and development services, with these components being individually non-distinct as the customer cannot benefit from the licenses independently from the research and development activities. In some instances, the Company has determined that the customer can benefit from the licensed intellectual property separately from the research and development activities, and the licenses of intellectual property and research and development services are individual distinct performance obligations. Options to license the Company’s intellectual property and/or acquire research and development services also represent performance obligations when they grant customers a material right, e.g. a right to a discount the customer would not have received if they did not purchase the Company’s services under the existing contract.

Revenues from grants of licenses to intellectual property that are distinct and therefore separate performance obligations are recognized at the point in time when the license is effective and the Company has completed the transfer of a copy of the licensed intellectual property to the customer. Revenues from distinct research and development services as well as from distinct bundles of licenses of intellectual property and research and development services, are recognized over time using a proportional performance method. Under this method, revenue is recognized by measuring progress towards satisfaction of the relevant performance obligation using a measure that best depicts the progress towards satisfaction of the relevant performance obligation. For most of the Company’s agreements the measure of progress is an input measure based on a level of effort incurred, which includes the value of actual time by Company researchers plus third-party cost reimbursements.

Consideration allocated to options that include material rights is deferred until the options are exercised or expire. The exercise of such options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance 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. 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. For variable consideration, 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. A cumulative catch-up is then recorded in the current period to reflect the updated transaction price and the updated measure of progress. The estimated period

of performance and level of effort, including the value of Company researchers’ time and third-party costs, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current expectations.

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, discount rates and probabilities of exercise of technical and regulatory success, and the expected level of effort for research and development services.

Contract modifications occur when the price and/or scope of an arrangement changes. If the modification consists of adding new distinct goods or services in exchange for consideration that reflects standalone selling prices of these goods and services, the modification is accounted for as a separate contract with the customer. Otherwise, if the remaining goods and services are distinct from those previously provided, the existing contract is considered terminated, and the remaining consideration is allocated to the remaining goods and services as if this was a newly signed contract. If the remaining goods and services are not distinct from those previously provided, the effects of the modification are accounted for in a manner similar to the effect of a change in the estimated measure of progress, with cumulative catch-up in revenue recorded at the time of the modification. If some of the remaining goods and services are distinct from those previously provided and others are not, to account for the effects of the modification the Company applies principles consistent with the objectives of the modification accounting.

Revenues from collaboration and license agreements as a percentage of total revenues were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Genentech, Inc.	100	%	—	%	98	%	—	%
Kite Pharma, Inc.	—	%	58	%	—	%	11	%
Biogen MA, Inc.	—	%	4	%	—	%	77	%
Novartis Institutes for BioMedical Research, Inc.	—	%	—	%	—	%	7	%
Other license agreements	—	%	38	%	2	%	5	%

Impairment

The Company evaluates the carrying value of long-lived assets, which include property and equipment, leasehold improvements and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be fully recoverable. If a change in circumstance occurs that indicates long-lived assets may be impaired, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. The long-lived asset evaluation is performed at the asset group level, i.e., the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company reassesses the composition of its asset groups whenever there are changes in its operations that affect whether the cash flows associated with assets included in asset groups are largely independent. If the impairment review indicates that the carrying amount of an asset group is not recoverable, an impairment loss is measured as the amount by which the carrying amount of an asset group exceeds its fair value. Any impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the carrying amount of an individual asset shall not be reduced below its fair value.

Factors that may indicate potential impairment and trigger an impairment test include, but are not limited to, general macroeconomic conditions, conditions specific to the industry and market, an adverse change in legal factors, business climate or operational performance of the business, and sustained decline in the stock price and market capitalization compared to the net book value.

Calculating the fair value of a reporting unit, an asset group and an individual asset involves significant estimates and assumptions. These estimates and assumptions include, among others, projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparables. Changes in these factors and assumptions used can materially affect the amount of impairment loss recognized in the period the asset was considered impaired.

During a portion of the nine months ended September 30, 2023, the Company had goodwill and indefinite-lived intangible assets (IPR&D). These assets were written off in full as the Company recognized impairment losses during the nine months ended September 30, 2023, see Note 6 – Impairment and Write-Down of Assets Held For Sale.

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 money market accounts and U.S. government-sponsored entity debt securities. Restricted cash consisted of a letter of credit for $1.5 million, representing a deposit for the lease of office and research and development laboratory facilities in Brisbane, California.

A reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets to the amounts reported within the accompanying Condensed Consolidated Statements of Cash Flows is as follows (in thousands):


	September 30, 2024		December 31, 2023		September 30, 2023		December 31, 2022
Cash and cash equivalents	$	39,201	$	45,204	$	56,514	$	100,444

Non-current restricted cash	1,500		1,500		1,500		1,500
Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows	$	40,701	$	46,704	$	58,014	$	101,944

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 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. Right-of-use 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 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, and 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, calculated as the sum of the amortization of the right of use asset and accretion of the lease liability, is recognized on a straight-line basis over the lease term, unless the right of use asset was previously written down due to impairment. The Company evaluates the lease arrangement for impairment whenever events or changes in circumstances indicate that the carrying amounts of the right-of-use asset may not be fully recoverable. To the extent an impairment of the right-of-use asset is identified, the Company will recognize the impairment expense and subsequently amortize the remaining right of use asset into rent expense on a straight-line basis (unless another systematic basis is more representative of the pattern in which the Company expects to consume the future economic benefits from the asset) from the date of impairment to the earlier of the end of the right-of-use asset’s useful life or the end of the lease term.

If there is a change to the terms and conditions of a contract that results in a change in the scope of or the consideration for a lease, the Company determines if the lease modification results in a separate contract or a change in the accounting for the existing lease and not a separate contract. For lease modifications that result in a separate contract, the Company accounts for the new contract in the same manner as other new leases. For lease modifications that do not result in a separate contract, the Company reassesses the classification of the lease at the effective date of the modification, remeasures and reallocates the remaining consideration in the contract, and remeasures the lease liability using the discount rate determined at the effective date of the modification.

The Company has elected not to 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 not to 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.

Warrants to Purchase Shares of Company Stock

The Company determines the accounting classification of warrants to purchase shares of its stock as either liability or equity by first assessing whether the warrants meet liability classification criteria in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument other than an outstanding share that embodies an obligation to repurchase the entity’s shares or is indexed to such an obligation, and that requires or may require the entity to settle it by transferring assets, is classified as a liability. In addition, a financial instrument that embodies an unconditional obligation, or

a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception, (b) variations in something other than the fair value of the issuer’s equity shares, or (c) variations inversely related to changes in the fair value of the issuer’s equity shares.

If financial instruments, such as warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company’s own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity’s own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company’s equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. Certain adjustments to this amount are allowed, if they are based on non-levered inputs into the fair value of a fixed price/fixed consideration-option.

Warrants are also required to meet equity classification criteria to be classified in stockholders’ equity. Under these criteria, warrants have to provide for settlement in shares, or cash or shares at the entity’s option. With limited exceptions, a possibility of net cash settlement under any circumstances will result in the warrants being classified as liabilities.

Warrants classified as equity are generally measured using the Black-Scholes valuation model on the date of issuance. Warrants classified as liabilities are remeasured at any reporting date using valuation models consistent with their terms, with changes recognized in earnings.

Restructuring

The Company records employee severance costs based on whether the termination benefits are provided under an on-going benefit arrangement or under a one-time benefit arrangement. The Company accounts for on-going termination benefit arrangements, such as those arising from employment agreements, applicable regulations or past practices, in accordance with ASC Topic 712, Compensation—Nonretirement Postemployment Benefits (“ASC Topic 712”). Under ASC 712, liabilities for post-employment benefits related to past services and that vest or are accumulated over time are recorded at the time the obligations are probable of being incurred and can be reasonably estimated. The Company accounts for one-time employment benefit arrangements in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC Topic 420”). One-time termination benefits are expensed at the date the entity notifies the employee, unless the employee must provide future service over a period extending past the minimum notification period, in which case the benefits are expensed ratably over the future service period. Other associated costs are recognized in the period in which the liability is incurred.

Costs incurred to terminate contracts are recognized upon their termination, e.g., when notice of termination is provided to the counterparty. Costs related to contracts without future benefit are recognized at the cease-use date. Other exit-related costs are recognized as incurred.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC Topic 280, Segment Reporting on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Pfizer Inc. (Details)	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended	37 Months Ended	82 Months Ended	89 Months Ended
	Dec. 31, 2017 USD ($)	May 31, 2017 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2024 USD ($) milestone product	Sep. 30, 2024 USD ($) milestone
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues			$ 49,412,000	$ 9,398,000	$ 50,249,000	$ 174,190,000
Pfizer Inc.
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Agreement termination, term		15 years
Pfizer Inc. \| S B Five Two Five And Other Products
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues under agreement		$ 70,000,000
Potential amount to be funded for achievement of specified commercialized and sales milestones		266,500,000
Pfizer Inc. \| S B Five Two Five And Other Products \| Achievement of specified clinical development intellectual property and regulatory milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received		208,500,000
Pfizer Inc. \| S B Five Two Five
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone revenue receivable		$ 220,000,000
Pfizer Inc. \| License \| Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Percentage of net sales per developed licensed product which will trigger royalties by counterparty		14.00%
Pfizer Inc. \| License \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Percentage of net sales per developed licensed product which will trigger royalties by counterparty		20.00%
Pfizer SB-525
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Collaborative arrangement transaction price							$ 134,000,000
Revenues			0	0	0	0
Pfizer SB-525 \| S B Five Two Five And Other Products
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Collaborative arrangement, number of milestones achieved \| milestone										2
Milestone payments received										$ 55,000,000
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Agreement termination, term	15 years
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease \| License \| Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Percentage of net sales per developed licensed product which will trigger royalties by counterparty	14.00%
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease \| License \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Percentage of net sales per developed licensed product which will trigger royalties by counterparty	20.00%
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease \| C9ORF72
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments received	$ 12,000,000								$ 5,000,000
Collaborative arrangement transaction price								$ 17,000,000
Number of products approved \| product									0
Number of milestones included in transaction price \| milestone									0
Revenues			$ 0	$ 0	$ 0	$ 0
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease \| C9ORF72 \| Achievement Of Specified Preclinical Development Clinical Development And First Commercial Sale Milestones \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received	60,000,000
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease \| C9ORF72 \| Achievement Of Commercial Milestones \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received	$ 90,000,000

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Apr. 08, 2024
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Shares used in computing basic net loss per share (in shares)	208,345,000	177,171,000	198,849,000	173,375,000
Weighted average number of shares outstanding - diluted (in shares)	214,325,000	177,171,000	198,849,000	173,375,000
Antidilutive securities (in shares)	12,700,000	22,100,000	51,600,000	22,100,000
Pre-funded warrants
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Number of new stock issued during the period (in shares)	3,809,523		3,809,523
Stock price (USD) (in dollars per share)	$ 0.01		$ 0.01
Offering price of each common stock (in dollars per share)	$ 1.00		$ 1.00		$ 0.01

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 39,201	$ 45,204
Marketable securities	0	35,798
Accounts receivable	10,496	923
Prepaid expenses and other current assets	8,434	12,403
Total current assets	58,131	94,328
Property and equipment, net	19,146	26,874
Operating lease right-of-use assets	17,766	25,991
Refundable research income tax credits and other non-current assets	14,720	16,627
Restricted cash	1,500	1,500
Total assets	111,263	165,320
Current liabilities:
Accounts payable	19,791	15,259
Accrued compensation and employee benefits	10,961	8,918
Other accrued liabilities	11,635	23,554
Deferred revenues	774	0
Total current liabilities	43,161	47,731
Long-term portion of lease liabilities	27,727	33,515
Other non-current liabilities	1,241	1,187
Total liabilities	72,129	82,433
Commitments and contingencies
Stockholders’ equity:
Preferred stock	0	0
Common stock	2,086	1,781
Additional paid-in capital	1,522,192	1,492,077
Accumulated deficit	(1,480,921)	(1,406,376)
Accumulated other comprehensive loss	(4,223)	(4,595)
Total stockholders’ equity	39,134	82,887
Total liabilities and stockholders’ equity	$ 111,263	$ 165,320

RESTRUCTURING CHARGES - Accrued Restructuring Costs (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Balance at December 31, 2023	$ 11,733
Restructuring charges	603
Cash payments	(10,683)
Balance at September 30, 2024	$ 1,653

IMPAIRMENT AND WRITE-DOWN OF ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Impaired Long-Lived Assets Held and Used [Line Items]
Goodwill impairment						$ 38,100				$ 38,100
Impairment of intangible assets, indefinite-lived					$ 51,300		$ 51,300			51,400
Reduction in deferred tax liabilities					$ 6,300		$ 6,300			6,300
Impairment on right-of-use assets		$ 900	$ 2,000	$ 17,600		11,200				$ 65,500
Estimated fair value of equipment, furniture and fixtures			1,000
Impairment of long-lived assets	$ 0			44,799				$ 5,521	$ 65,232
Impairment of leasehold improvements		100	500			5,000
Impairment of assets to be disposed of		$ 100
Equipment, Furniture, And Fixtures
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets			$ 1,800
Construction in Progress
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets						$ 4,200
Leasehold Improvements and Construction in Progress
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets				13,700
Furniture, Fixtures And Laboratory And Manufacturing Equipment
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets				$ 13,500

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Leases On February 5, 2024, the Company entered into an amendment to the operating lease of office and research and development laboratory facilities in Brisbane, California. The amendment established early termination rights for the landlord upon thirty days’ notice to the Company, with the earliest date the landlord may terminate the lease being September 30, 2024. Additionally, the amendment authorized the landlord to draw on the existing letter of credit to satisfy the majority of the Company’s February 2024 through April 2024 rent payments and obligated the Company to provide a cash security deposit or replenish the letter of credit back to $1.5 million by June 1, 2024. The Company concluded that the amendment represented a lease modification to be accounted for as a single contract with the existing lease under ASC Topic 842, Leases, and remeasured its lease liability using the current incremental borrowing rate of 9.6%, and recorded an adjustment to reduce both the lease liability and the corresponding right-of-use asset by $1.9 million as of the lease modification date. On July 3, 2024, the Company entered into another amendment to extend the deadline for replenishing the letter of credit to September 30, 2024, the effect of which had no material impact to the Company’s financial statements. The letter of credit was replenished during the three months ended September 30, 2024.

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Oct. 31, 2024	Sep. 30, 2024	Aug. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Change in Accounting Estimate [Line Items]
Letter of credit established as a deposit				$ 1,500
Cash and cash equivalents	$ 56,514	$ 56,514		39,201		$ 45,204	$ 100,444
Deferred revenues				774		$ 0
Genentech, Inc. \| License
Change in Accounting Estimate [Line Items]
Deferred revenues				$ 800
Variable consideration amount					$ 1,900,000
Contract with customer liability					$ 40,000
Genentech, Inc. \| License \| Subsequent Event
Change in Accounting Estimate [Line Items]
Contract with customer liability			$ 10,000
Kite Pharma Inc \| Change In Agreement Estimate, March 2023
Change in Accounting Estimate [Line Items]
Increase in revenue		8,900
Increase in net income		$ 8,900
Increased earnings per share, basic (in dollars per share)		$ 0.05
Increased earnings per share, diluted (in dollars per share)		0.05
Kite Pharma Inc \| Change In Agreement Estimate, September 2023
Change in Accounting Estimate [Line Items]
Increase in revenue	4,900
Increase in net income	$ 4,900
Increased earnings per share, basic (in dollars per share)	$ 0.03	0.03
Increased earnings per share, diluted (in dollars per share)	$ 0.03	$ 0.03

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands		9 Months Ended
	Feb. 05, 2024	Sep. 30, 2024	Sep. 30, 2023
Other Commitments [Line Items]
Lease liabilities	$ 1,900	$ 4,081	$ 3,737
Lessee, operating lease, discount rate	9.60%
Lessee, operating lease, required notice of termination	30 days
Lessee, required letter of credit outstanding, amount	$ 1,500
Richmond, California
Other Commitments [Line Items]
Reduction to right of use asset from lease modification	$ 1,900

STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 3,315	$ 6,189	$ 9,099	$ 21,256
Research and development
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	1,478	3,236	4,186	11,996
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 1,837	$ 2,953	$ 4,913	$ 9,260

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and marketable securities. 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 measurements and unobservable (i.e., supported by little or no market activity).

The Company had no cash equivalents or marketable securities as of September 30, 2024. The fair value measurements of the Company’s cash equivalents and marketable securities as of December 31, 2023 are identified at the following levels within the fair value hierarchy (in thousands):


	December 31, 2023
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	2,508	$	2,508	$	—	$	—
Total	2,508		2,508		—		—
Marketable securities:
U.S. government-sponsored entity debt securities	22,566		—		22,566		—
Commercial paper securities	2,826		—		2,826		—
Corporate debt securities	1,405		—		1,405		—
Asset-backed securities	2,377		—		2,377		—
U.S. treasury bills	5,593		—		5,593		—
Certificates of deposit	1,031		—		1,031		—

Total	35,798		—		35,798		—
Total cash equivalents and marketable securities	$	38,306	$	2,508	$	35,798	$	—

Cash Equivalents and Marketable Securities

The Company generally classifies its marketable securities 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 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

RESTRUCTURING CHARGES (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of Accrued Restructuring Costs


	Nine Months Ended September 30, 2024
Balance at December 31, 2023	$	11,733
Restructuring charges	603
Cash payments	(10,683)

Balance at September 30, 2024	$	1,653

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Revenue from Strategic Partnering Collaboration Agreements and Research Activity Grants as a Percentage of Total Revenues

Revenues from collaboration and license agreements as a percentage of total revenues were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Genentech, Inc.	100	%	—	%	98	%	—	%
Kite Pharma, Inc.	—	%	58	%	—	%	11	%
Biogen MA, Inc.	—	%	4	%	—	%	77	%
Novartis Institutes for BioMedical Research, Inc.	—	%	—	%	—	%	7	%
Other license agreements	—	%	38	%	2	%	5	%

Schedule of Cash and Cash Equivalents


	September 30, 2024		December 31, 2023		September 30, 2023		December 31, 2022
Cash and cash equivalents	$	39,201	$	45,204	$	56,514	$	100,444

Non-current restricted cash	1,500		1,500		1,500		1,500
Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows	$	40,701	$	46,704	$	58,014	$	101,944

Restrictions on Cash and Cash Equivalents


	September 30, 2024		December 31, 2023		September 30, 2023		December 31, 2022
Cash and cash equivalents	$	39,201	$	45,204	$	56,514	$	100,444

Non-current restricted cash	1,500		1,500		1,500		1,500
Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows	$	40,701	$	46,704	$	58,014	$	101,944

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2022		166,793,320
Beginning balance at Dec. 31, 2022	$ 294,958	$ 1,668	$ 1,450,239	$ (1,148,545)	$ (8,404)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of offering expenses (in shares)		8,249,261
Issuance of common stock, net of offering expenses	15,106	$ 83	15,023
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax (in shares)		1,481,508
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax	(1,404)	$ 15	(1,419)
Issuance of common stock under employee stock purchase plan (in shares)		755,586
Issuance of common stock under employee stock purchase plan	719	$ 7	712
Stock-based compensation	21,256		21,256
Foreign currency translation adjustment	981				981
Net pension (loss) gain	2				2
Net unrealized (loss) gain on marketable securities, net of tax	840				840
Net income (loss)	(197,536)			(197,536)
Ending balance (in shares) at Sep. 30, 2023		177,279,675
Ending balance at Sep. 30, 2023	134,922	$ 1,773	1,485,811	(1,346,081)	(6,581)
Beginning balance (in shares) at Jun. 30, 2023		177,074,546
Beginning balance at Jun. 30, 2023	233,642	$ 1,771	1,479,725	(1,241,918)	(5,936)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax (in shares)		205,129
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax	(101)	$ 2	(103)
Stock-based compensation	6,189		6,189
Foreign currency translation adjustment	(1,144)				(1,144)
Net pension (loss) gain	5				5
Net unrealized (loss) gain on marketable securities, net of tax	494				494
Net income (loss)	(104,163)			(104,163)
Ending balance (in shares) at Sep. 30, 2023		177,279,675
Ending balance at Sep. 30, 2023	134,922	$ 1,773	1,485,811	(1,346,081)	(6,581)
Beginning balance (in shares) at Dec. 31, 2023		178,133,548
Beginning balance at Dec. 31, 2023	82,887	$ 1,781	1,492,077	(1,406,376)	(4,595)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of offering expenses (in shares)		24,761,905
Issuance of common stock, net of offering expenses	21,788	$ 248	21,540
Issuance of common stock upon exercise of pre-funded warrants (in shares)		3,809,523
Issuance of common stock upon exercise of pre-funded warrants	71	$ 38	33
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax (in shares)		1,535,250
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax	(684)	$ 15	(699)
Issuance of common stock under employee stock purchase plan (in shares)		379,486
Issuance of common stock under employee stock purchase plan	146	$ 4	142
Stock-based compensation	9,099		9,099
Foreign currency translation adjustment	371				371
Net pension (loss) gain	234				234
Net unrealized (loss) gain on marketable securities, net of tax	(233)				(233)
Net income (loss)	(74,545)			(74,545)
Ending balance (in shares) at Sep. 30, 2024		208,619,712
Ending balance at Sep. 30, 2024	39,134	$ 2,086	1,522,192	(1,480,921)	(4,223)
Beginning balance (in shares) at Jun. 30, 2024		208,201,140
Beginning balance at Jun. 30, 2024	23,690	$ 2,082	1,519,084	(1,491,593)	(5,883)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax (in shares)		418,572
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax	(203)	$ 4	(207)
Stock-based compensation	3,315		3,315
Foreign currency translation adjustment	1,664				1,664
Net pension (loss) gain	(4)				(4)
Net unrealized (loss) gain on marketable securities, net of tax	0
Net income (loss)	10,672			10,672
Ending balance (in shares) at Sep. 30, 2024		208,619,712
Ending balance at Sep. 30, 2024	$ 39,134	$ 2,086	$ 1,522,192	$ (1,480,921)	$ (4,223)

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share has been computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income

(loss) by the weighted-average number of shares of common stock plus potentially dilutive securities outstanding during the period. Potential shares of common stock exercisable for little or no consideration are included in both basic and diluted weighted-average number of shares of common stock outstanding. During the three months ended September 30, 2024, basic and diluted weighted-average number of shares outstanding were 208.3 million and 214.3 million shares, respectively. During the nine months ended September 30, 2024, both basic and diluted weighted-average number of shares outstanding were 198.8 million shares, and included pre-funded warrants to purchase 3,809,523 shares of common stock with an exercise price of $0.01 per share. These warrants were exercised during the three months ended June 30, 2024.

The components of basic and diluted net income (loss) per share are as follows (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net income (loss)	$	10,672	$	(104,163)	$	(74,545)	$	(197,536)
Less: Net income allocated to participating securities	1,287		—		—		—
Net income (loss) available to common stockholders	$	9,385	$	(104,163)	$	(74,545)	$	(197,536)
Denominator:
Basic:
Weighted average number of common shares outstanding - basic	208,345		177,171		198,849		173,375
Diluted:
Weighted average number of common shares outstanding - basic	208,345		177,171		198,849		173,375

Dilutive effect of restricted stock units	5,823		—		—		—
Dilutive effect of common stock pursuant to employee stock purchase plan	157		—		—		—
Weighted average number of common shares outstanding - diluted	214,325		177,171		198,849		173,375
Net income (loss) per share:
Basic	$	0.05	$	(0.59)	$	(0.37)	$	(1.14)
Diluted	$	0.04	$	(0.59)	$	(0.37)	$	(1.14)

Warrants to purchase shares of common stock, with the exercise price of $1.00 per share, entitle holders to participate in dividends but are not required to absorb losses incurred. As a result, for the three months ended September 30, 2024, the Company applied the two-class method to allocate net income to shares of common stock and these warrants for purposes of calculating basic and diluted net income per share. The warrants were excluded from basic net loss per share calculations during the nine months ended September 30, 2024. No warrants were outstanding during the three and nine months ended September 30, 2023.

The computation of diluted net income per share for the three months ended September 30, 2024 excluded 12.7 million shares subject to stock options and restricted stock units outstanding because their inclusion would have had an anti-dilutive effect on diluted net income per share. The computation of diluted net loss per share for the nine months ended September 30, 2024 excluded 51.6 million shares subject to stock options, restricted stock units outstanding, warrants to purchase common stock, and the employee stock purchase plan shares reserved for issuance because their inclusion would have had an anti-dilutive effect on diluted net loss per share. The computation of diluted net loss per share for the three and nine months ended September 30, 2023 excluded 22.1 million shares subject to stock options, restricted stock units outstanding, and the employee stock purchase plan shares reserved for issuance because their inclusion would have had an anti-dilutive effect on diluted net loss per share.

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Transfer to Nasdaq Capital Markets and Compliance with Bid Price Requirement Sangamo’s common stock was transferred from Nasdaq Global Market to the Nasdaq Capital Market effective as of the opening of business on October 26, 2024 and has continued to trade under the symbol “SGMO.” The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Select Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements. As a result of the transfer, Sangamo was granted an additional 180-day grace period, or until April 21, 2025, or the Compliance Date, to regain compliance with the bid price requirement set forth in the continued listing requirements of Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”). To regain compliance with the Bid Price Requirement and qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of Sangamo’s common stock must be at least $1.00 for at least ten consecutive business days during the additional 180-day compliance period. On November 5, 2024, Sangamo received a letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC that Sangamo has regained compliance with the Bid Price Requirement.

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES

Genentech, Inc.

In August 2024, the Company entered into a global epigenetic regulation and capsid delivery license agreement with Genentech to develop intravenously administered genomic medicines to treat certain neurodegenerative diseases. Under the terms of the agreement, the Company granted an exclusive license to Genentech for the Company’s proprietary zinc finger repressors (“ZFRs”) that are directed to tau and a second undisclosed neurology target. The Company also granted an exclusive license to Genentech to the Company’s proprietary, neurotropic adeno-associated virus capsid, STAC-BBB, for use with therapies directed to tau and to the second neurology target. The Company is prohibited from exploiting (for itself or with or for a third party)

products directed to tau and to the second neurology target during the applicable exclusivity periods set forth in the agreement. The Company was responsible for completing the technology transfer and certain preclinical activities, and Genentech is solely responsible for all clinical development, regulatory interactions, manufacturing and global commercialization of resulting products.

In August 2024, the Company received a $40.0 million upfront license payment from Genentech. In October 2024, the Company received a $10.0 million milestone payment related to the technology transfer which was completed in September 2024. Under the terms of the agreement, the Company is also eligible to earn up to $1.9 billion in development and commercial milestones spread across multiple potential products. In addition, the Company is also entitled to receive escalating, tiered mid-single digit to sub-teen double digit royalty payments on the net sales of such products, subject to adjustments for patent expiration, entry of competitive products to the market and payments made under certain licenses for third-party intellectual property.

The agreement will continue, on a product-by-product and country-by-country basis, until the date when there is no remaining royalty payment obligation in such country with respect to such product, at which time the agreement will expire with respect to such product in such country. Royalty obligations cease upon the later of expiry of the last valid patent claim covering the product in the country or 10 years from the date of the first commercial sale of the product in such country. Genentech has the right to terminate the agreement for convenience. Each party has the right to terminate the agreement on account of the other party’s uncured material breach.

The Company assessed the agreement with Genentech in accordance with ASC Topic 606 and concluded that Genentech is a customer. The initial transaction price of $50.0 million includes the upfront license fee of $40.0 million and the $10.0 million technology transfer milestone payment. None of the development milestones have been included in the transaction price, as all such amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved. The Company will re-evaluate the transaction price as uncertain events are resolved or other changes in circumstances occur. Potential sales-based milestones and royalty payments are not estimated as they meet the sales-or usage-based royalty exception under ASC 606 and are recognized in the period they are earned, provided the related performance obligations have been completed.

The Company has identified two performance obligations within the Genentech Agreement. All licenses were accounted for as a performance obligation to provide functional IP that is satisfied at a point in time that was satisfied upon completion of the technology transfer in September 2024. The preclinical activities represent research and development services and are satisfied over time as the Company conducts and Genentech benefits from the associated activities. Revenue related to the preclinical activities is recognized using an input method of cumulative actual costs incurred relative to total estimated costs.

The Company allocated the initial transaction price to the performance obligations based on the relative standalone selling price of each performance obligation. In the absence of an observable standalone selling price, the Company used a methodology that maximized the use of observable inputs. This included a cost plus margin approach for the preclinical activities, which required the estimation of total costs and an expected margin. The standalone selling price of the licenses was determined based on the analysis of the probability-adjusted discounted cash flows and potential sales of licensed products. Significant estimates and assumptions were used that include but are not limited to, expected market opportunity and pricing, timelines, and likelihood of success of clinical, regulatory and commercialization activities. The Company expects to allocate variable consideration payable upon achievement of future milestones and royalty payments to the specific performance obligation to which they relate, i.e. the license performance obligation, as such allocation would meet the allocation objective in ASC Topic 606.

As of September 30, 2024, the Company had a receivable of $10.0 million related to the milestone payment which had been earned but not yet received, and deferred revenue of $0.8 million related to this agreement which is expected to be recognized over approximately the next three months.

Revenues recognized under the agreement were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue related to Genentech agreement:
Recognition of license revenue	$	48,679	$	—	$	48,679	$	—
Research services	547		—		547		—
Total	$	49,226	$	—	$	49,226	$	—

Pfizer Inc.

In May 2017, the Company entered into an exclusive global collaboration and license agreement with Pfizer Inc. (“Pfizer”), pursuant to which it established a collaboration for the research, development and commercialization of giroctocogene fitelparvovec, its gene therapy product candidate for hemophilia A, and closely related products.

Under this agreement, the Company was responsible for conducting the Phase 1/2 clinical trial and for certain manufacturing activities for giroctocogene fitelparvovec, while Pfizer is responsible for subsequent worldwide development, manufacturing, marketing and commercialization of giroctocogene fitelparvovec.

Subject to the terms of the agreement, the Company granted Pfizer an exclusive worldwide royalty-bearing license, with the right to grant sublicenses, to use certain technology controlled by the Company for the purpose of developing, manufacturing and commercializing giroctocogene fitelparvovec and related products. Pfizer granted the Company a non-exclusive, worldwide, royalty-free, fully paid license, with the right to grant sublicenses, to use certain manufacturing technology developed under the agreement and controlled by Pfizer to manufacture the Company’s products that utilize the AAV delivery system.

Unless earlier terminated, the agreement has a term that continues on a per product and per country basis until the later of (i) the expiration of patent claims that cover the product in a country, (ii) the expiration of regulatory exclusivity for a product in a country, and (iii) 15 years after the first commercial sale of a product in a country. Pfizer has the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement may also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. Upon termination for any reason, the license granted by the Company to Pfizer to develop, manufacture and commercialize giroctocogene fitelparvovec and related products will automatically terminate. Upon termination by the Company for cause or by Pfizer in any country or countries, Pfizer will automatically grant the Company an exclusive, royalty-bearing license under certain technology controlled by Pfizer to develop, manufacture and commercialize giroctocogene fitelparvovec in the terminated country or countries.

Upon execution of the agreement, the Company received an upfront fee of $70.0 million and was eligible to receive up to $208.5 million in payments upon the achievement of specified clinical development, intellectual property and regulatory milestones and up to $266.5 million in payments upon first commercial sale milestones for giroctocogene fitelparvovec and potentially other products. To date, two milestones of $55.0 million in aggregate have been earned and received. The Company is eligible to earn from Pfizer up to $220.0 million in remaining milestone payments for giroctocogene fitelparvovec, subject to reduction on account of payments made under certain licenses for third-party intellectual property. In addition, Pfizer agreed to pay the Company royalties for each potential licensed product developed under the agreement that are 14% - 20% of the annual worldwide net sales of such product and are subject to reduction due to patent expiration, entry of biosimilar products to the market and payment made under certain licenses for third-party intellectual property.

The Company assessed the agreement with Pfizer in accordance with ASC Topic 606 and concluded that Pfizer was a customer. The Company completed its performance obligations and recognized the amounts included in the transaction price of $134.0 million during the periods through December 31, 2020. No revenue was recognized during the three and nine months ended September 30, 2024 and 2023. The remaining development, intellectual property and regulatory milestone amounts have not been included in the transaction price and have not been recognized as their achievement is dependent on the progress and outcomes of Pfizer’s development activities and is therefore uncertain. If and when these milestones become probable of being achieved, they will be recognized in full at that time. Sales milestones and royalties are not recognized until triggered based on the contractual terms.

Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease

In December 2017, the Company entered into an exclusive, global collaboration and license agreement with Pfizer, subsequently assigned to Alexion, AstraZeneca Rare Disease (“Alexion”) in September 2023, for the development and commercialization of potential gene therapy products that use zinc finger transcriptional regulators (“ZF-transcriptional regulators”) to treat amyotrophic lateral sclerosis and frontotemporal lobar degeneration linked to mutations of the C9ORF72 gene. Pursuant to this agreement, the Company agreed to work with Pfizer on a research program to identify, characterize and preclinically develop ZF-transcriptional regulators that bind to and specifically reduce expression of the mutant form of the C9ORF72 gene.

Subject to the terms of this agreement, the Company granted Pfizer (now Alexion) an exclusive, royalty-bearing, worldwide license under the Company’s relevant patents and know-how to develop, manufacture and commercialize gene therapy products that use resulting ZF-transcriptional regulators that satisfy pre-agreed criteria. During a specified period, neither the Company nor Alexion are permitted to research, develop, manufacture or commercialize outside of the collaboration any zinc finger proteins (“ZFPs”) that specifically bind to the C9ORF72 gene.

Unless earlier terminated, the agreement has a term that continues on a per licensed product and per country basis until the later of (i) the expiration of patent claims that cover the licensed product in a country, (ii) the expiration of regulatory

exclusivity for a licensed product in a country, and (iii) 15 years after the first commercial sale of a licensed product in a major market country. Alexion also has the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement may also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. Upon termination for any reason, the license granted by the Company to Alexion to develop, manufacture and commercialize licensed products under the agreement would automatically terminate. Upon termination by the Company for cause or by Alexion without cause for any licensed product or licensed products in any country or countries, the Company would have the right to negotiate with Alexion to obtain a non-exclusive, royalty-bearing license under certain technology controlled by Alexion to develop, manufacture and commercialize the licensed product or licensed products in the terminated country or countries.

Following any termination by the Company for Alexion’s material breach, Alexion would not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time. Following any termination by Alexion for the Company’s material breach, the Company would not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time.

The Company received a $12.0 million upfront payment from Pfizer and is eligible to receive up to $60.0 million in development milestone payments from Alexion contingent on the achievement of specified preclinical development, clinical development and first commercial sale milestones, and up to $90.0 million in commercial milestone payments if annual worldwide net sales of the licensed products reach specified levels. In addition, Alexion will pay the Company royalties of 14% - 20% of the annual worldwide net sales of the licensed products. 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. Each party is responsible for the cost of its performance of the research program. Alexion is operationally and financially responsible for subsequent development, manufacturing and commercialization of the licensed products. To date, a milestone of $5.0 million has been earned and paid, however no products have been approved and therefore no royalty fees have been earned under the C9ORF72 agreement.

The Company assessed the agreement with Alexion in accordance with ASC Topic 606 and concluded that Alexion was a customer. The Company completed its performance obligations and recognized the amounts included in the transaction price of $17.0 million during the periods through December 31, 2020. No revenue was recognized during the three and nine months ended September 30, 2024 and 2023. The remaining development milestone amounts have not been included in the transaction price and have not been recognized as their achievement is dependent on the progress and outcomes of Alexion’s development activities and is therefore uncertain. If and when these milestones become probable of being achieved, they would be recognized in full at that time. Sales related milestones and royalties are not recognized until triggered based on the contractual terms.

In October 2023, Pfizer notified the Company of Pfizer’s assignment of the collaboration and license agreement to Alexion, AstraZeneca Rare Disease, pursuant to a definitive purchase and license agreement for preclinical gene therapy assets and enabling technologies that closed on September 20, 2023.

Other Collaboration and License Agreements

In 2024, the Company had a collaboration and license agreement with Kite and certain other license agreements. In 2023, in addition to the agreement with Kite, the Company had collaboration and license agreements with Novartis Institutes for BioMedical Research, Inc. (“Novartis”), and Biogen MA, Inc. (“Biogen”). These collaboration agreements were designed for the research, development, and commercialization of various potential therapy products, including potential engineered cell therapies for cancer and gene regulation therapies to treat neurodevelopmental disorders and diseases. The collaboration agreements with Novartis and Biogen were both terminated effective June 2023. The Company’s services under the Kite collaboration agreement were completed during the year ended December 31, 2023, and the agreement expired pursuant to its terms in April 2024.

The Company assessed each of these collaboration agreements in accordance with ASC Topic 606, concluding Kite, Novartis and Biogen were customers.

Revenues recognized under these agreements were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue related to Kite agreement:
Recognition of license fee fixed consideration	$	—	$	5,388	$	—	$	17,938
Research services variable consideration	—		108		—		1,097
Total	$	—	$	5,496	$	—	$	19,035

Revenue related to Novartis agreement:
Recognition of upfront license fee	$	—	$	—	$	—	$	9,568
Research services	—		—		—		2,611
Total	$	—	$	—	$	—	$	12,179

Revenue related to Biogen agreement:
Recognition of license and other fixed consideration	$	—	$	—	$	—	$	132,165
Cost-sharing payments for research services, net variable consideration	—		—		—		2,684
Total	$	—	$	—	$	—	$	134,849

Revenue from other license agreements	$	186	$	3,902	$	1,023	$	8,127
Total revenue	$	186	$	9,398	$	1,023	$	174,190

As of September 30, 2024 and December 31, 2023, the Company had no material receivables, no deferred revenue, and no amounts included in transaction price remaining to be recognized related to these license and collaboration agreements.

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 0	$ 35,798,000
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		2,508,000
U.S. government-sponsored entity debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		22,566,000
Commercial paper securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		2,826,000
Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		1,405,000
Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		2,377,000
U.S. treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		5,593,000
Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		1,031,000
Fair value on recurring basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		2,508,000
Marketable securities		35,798,000
Total cash equivalents and marketable securities	$ 0	38,306,000
Fair value on recurring basis \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		2,508,000
Fair value on recurring basis \| U.S. government-sponsored entity debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		22,566,000
Fair value on recurring basis \| Commercial paper securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		2,826,000
Fair value on recurring basis \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		1,405,000
Fair value on recurring basis \| Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		2,377,000
Fair value on recurring basis \| U.S. treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		5,593,000
Fair value on recurring basis \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		1,031,000
Fair value on recurring basis \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		2,508,000
Marketable securities		0
Total cash equivalents and marketable securities		2,508,000
Fair value on recurring basis \| Level 1 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		2,508,000
Fair value on recurring basis \| Level 1 \| U.S. government-sponsored entity debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 1 \| Commercial paper securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 1 \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 1 \| Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 1 \| U.S. treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 1 \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		0
Marketable securities		35,798,000
Total cash equivalents and marketable securities		35,798,000
Fair value on recurring basis \| Level 2 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		0
Fair value on recurring basis \| Level 2 \| U.S. government-sponsored entity debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		22,566,000
Fair value on recurring basis \| Level 2 \| Commercial paper securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		2,826,000
Fair value on recurring basis \| Level 2 \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		1,405,000
Fair value on recurring basis \| Level 2 \| Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		2,377,000
Fair value on recurring basis \| Level 2 \| U.S. treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		5,593,000
Fair value on recurring basis \| Level 2 \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		1,031,000
Fair value on recurring basis \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		0
Marketable securities		0
Total cash equivalents and marketable securities		0
Fair value on recurring basis \| Level 3 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		0
Fair value on recurring basis \| Level 3 \| U.S. government-sponsored entity debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 3 \| Commercial paper securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 3 \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 3 \| Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 3 \| U.S. treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Fair value on recurring basis \| Level 3 \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		$ 0