UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| * | On April 28, 2026, Sangamo Therapeutics, Inc. (the “Company”) received a written notification from the Nasdaq Stock Market LLC (“Nasdaq”) of its determination to delist the Company’s common stock as a result of the Company’s ongoing failure to comply with Nasdaq’s minimum bid price requirement. The Company’s common stock was suspended from trading on Nasdaq, and began trading on the OTCQB Venture Market, on May 5, 2026. The Company requested, and completed, a hearing before a Nasdaq Hearings Panel for the purposes of appealing the delisting determination. The timely request for a hearing has stayed delisting but did not stay the trading suspension of the Company’s common stock. Following the filing of the Company’s voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code, the Company’s common stock began trading on the OTCID Basic Market on June 24, 2026 under the symbol “SGMOQ”. The outcome of the Nasdaq appeal remains pending. |
Item 4.01. Change in Registrant’s Certifying Accountant.
On June 25, 2026, the Audit Committee of the Board of Directors of Sangamo Therapeutics, Inc. (the “Company”) terminated the engagement of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, following the Company’s previously announced filing of a voluntary petition (Case No. 26-10989) for relief under Chapter 11 of the Bankruptcy Code.
EY’s reports on the Company’s financial statements for the fiscal years ended December 31, 2024 and December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except EY’s reports contained an explanatory paragraph regarding the Company’s ability to continue as a going concern.
During the Company’s fiscal years ended December 31, 2024 and December 31, 2025, and in the subsequent interim period through June 25, 2026, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided EY with a copy of the disclosures made in this Current Report prior to its filing with the SEC and requested that EY furnish the Company with a letter addressed to the SEC stating whether EY agrees with the statements made herein. A copy of EY’s letter dated June 30, 2026 is attached as Exhibit 16.1 hereto.
At this time, a new independent registered public accounting firm has not been engaged.
Item 8.01. Other Events.
On June 24, 2026, the Company’s common stock began trading on the OTCID Basic Market under the symbol “SGMOQ”, following the Company’s previously announced filing of a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. As noted above, the Company’s common stock remains listed on the Nasdaq Capital Market, as the delisting determination issued by Nasdaq on April 28, 2026 has been stayed pending the outcome of the Company’s appeal before the Nasdaq Hearings Panel.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 16.1 | Letter from Ernst & Young LLP, dated June 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SANGAMO THERAPEUTICS, INC. | ||||||
| Dated: July 1, 2026 | By: | /s/ SCOTT B. WILLOUGHBY | ||||
| Name: | Scott B. Willoughby | |||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||
Exhibit 16.1
June 30, 2026
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read Item 4.01 of Form 8-K dated July 1, 2026, of Sangamo Therapeutics, Inc. and are in agreement with the statements contained in the first, second, third and fourth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP