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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 1, 2006
SANGAMO BIOSCIENCES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30171 68-0359556
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(Commission File Number) (IRS Employer Identification No.)
501 CANAL BLVD, SUITE A100 RICHMOND, CALIFORNIA 94804
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(Address of Principal Executive Offices) (Zip Code)
(510) 970-6000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 1, 2006, Sangamo BioSciences, Inc. issued a press release announcing
its financial results for the quarter ended March 31, 2006. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following material is filed as an exhibit to this Current
Report on Form 8-K:
Exhibit No.
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99.1 Press Release Issued May 1, 2006.
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.
DATE: May 1, 2006
SANGAMO BIOSCIENCES, INC.
By: /s/ EDWARD O. LANPHIER II
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Edward O. Lanphier II
President, Chief Executive
Officer
Exhibit 99.1
SANGAMO BIOSCIENCES REPORTS 2006 FIRST QUARTER FINANCIAL RESULTS
RICHMOND, Calif., May 1 /PRNewswire-FirstCall/ -- Sangamo BioSciences, Inc.
(Nasdaq: SGMO) today reported financial results for the quarter ended March 31,
2006. The consolidated net loss was $2.7 million, or $0.09 per share, as
compared to a net loss of $3.6 million, or $0.14 per share, in the same period
of 2005. At March 31, 2006, the company had cash, cash equivalents, investments
and interest receivable of $42.7 million.
Revenues for the first quarter of 2006 were $2.1 million as compared to
first quarter 2005 revenues of $256,000. First quarter 2006 revenues were from
Sangamo's partnerships in the areas of plant agriculture, federal government
research grants, enabling technologies and human therapeutics.
Total first quarter 2006 operating expenses were $5.3 million as compared
to $3.8 million in the prior year period. Research and development expenses were
$3.6 million for the three months ended March 31, 2006 as compared to $2.7
million for the first quarter of 2005. General and administrative expenses were
$1.8 million for the first quarter of 2006 as compared to $1.1 million for the
same period in 2005. Total expenses included a non-cash charge of $430,000
during the first quarter ended March 31, 2006 for employee stock-based
compensation. As of January 1, 2006 the Company has adopted Statement of
Financial Accounting Standards No. 123R and is reporting employee-stock based
compensation expense in our GAAP results for the first time.
Net interest and other income for the first quarter of 2006 was $464,000 as
compared to $27,000 in the comparable period of 2005.
Recent Highlights
-- Sangamo BioSciences announced the presentation of the first data from
a human clinical trial of a ZFP Therapeutic(TM). On April 6, positive
results from the Phase 1 human clinical trial of SB-509, the Company's
zinc finger DNA-binding protein (ZFP) Therapeutic for the treatment of
diabetic neuropathy were presented at the 58th Annual Meeting of the
American Academy of Neurology. All of the safety end-points of the
study were met. Adverse events were limited to mild injection site
reaction, there were no serious drug-related events, and no dose-
limiting toxicities were observed. In addition, anecdotal improvements
in clinical symptoms were also reported. SB-509 is a ZFP transcription
factor (ZFP TF(TM)), engineered to activate or "turn on" the
expression of the VEGF-A gene for the treatment of diabetic
neuropathy. The Phase I human clinical trial was designed to evaluate
the safety and maximum tolerated dose of the ZFP Therapeutic, which in
preclinical studies in diabetic rats was shown to reduce
disease-induced nerve damage. Sangamo expects to initiate a
placebo-controlled, multi-treatment Phase 2 study in diabetic subjects
with mild to moderate sensory/motor neuropathy in the second half of
2006.
-- Data were presented in an oral session at the 13th Conference on
Retroviruses and Opportunistic Infections (CROI) from Sangamo's
program to develop a ZFP Therapeutic for the treatment of HIV/AIDS.
The preclinical data demonstrate that Sangamo's ZFP nuclease (ZFN(TM))
technology can be used to make cells resistant to HIV infection by
permanently modifying the DNA sequence encoding CCR5, an essential co-
receptor for the entry of HIV into immune cells. In addition, ZFN-
modified cells were able to grow in culture under conditions in which
they were exposed to HIV for prolonged periods. When CCR5 expression
was experimentally restored to the ZFN-modified cells, HIV was once
again able to infect them demonstrating the selectivity of the
approach. In the second half of 2006, Sangamo expects to initiate a
Phase 1 clinical trial to test this HIV ZFP Therapeutic.
-- Expansion of existing research collaboration agreement between Sangamo
and Pfizer Inc in the field of enhanced protein production. Under the
terms of the agreement, Pfizer will fund further research at Sangamo
and Sangamo will use its ZFP gene regulation and ZFN gene modification
technology to develop additional improved cell lines for enhanced
protein production.
-- Sangamo announced agreement to utilize MaxCyte's proprietary cell
loading system for use in Sangamo's HIV/CCR5 ZFP Therapeutic program.
The two companies have initiated a research and development plan to
evaluate and further develop the GMP-compliant MaxCyte system to load
ZFP-based therapeutics into cells. Sangamo also has the option to
utilize MaxCyte's system for ZFP Therapeutics in oncology. The
agreement provides Sangamo an option for a commercial license to
MaxCyte's technology that includes a supply contract and clinical and
commercial milestones to MaxCyte for products developed under the
agreement. Under the license, Sangamo has the right to reference
MaxCyte's FDA Master File in its regulatory submissions.
-- Preclinical animal efficacy data were published demonstrating the
potential utility of ZFP TFs as a new class of human therapeutics for
the treatment of severe late-stage peripheral artery disease (PAD).
This stage of PAD, known as critical limb ischemia (CLI), is a major
health issue that results in limb loss in a significant number of
patients around the world. The authors used an engineered ZFP TF
designed to activate the expression of the endogenous VEGF A gene.
VEGF A has been extensively documented as an important factor in
angiogenesis or blood vessel growth. Using a ZFP TF to increase the
expression of this gene and the protein that it encodes in ischemic
muscle resulted in statistically significant changes in treated limbs
in a number of measures of efficacy. These efficacy end-points
included: decreased gangrene of the limb and overall cell death in the
treated muscle, increased cell growth and increased blood vessel
density and blood flow. The study, reported in the January issue of
the FASEB Journal, was conducted in the laboratory of Frank Giordano,
M.D., Assistant Professor of Medicine, Cardiovascular Medicine
Department at Yale University School of Medicine. Sangamo scientists
developed the VEGF ZFP Therapeutic under an agreement with Edwards
Lifesciences. Edwards is currently testing it in a Phase 1 human
clinical trial for CLI at the Duke University Medical Center. Edwards
has stated that it intends to initiate a Phase 2 trial for this
indication in 2006.
Conference Call and Webcast
Sangamo will host a conference call today at 2:00 p.m. PDT, which will be
open to the public via telephone and webcast. During the conference call, the
company will review the financial results and discuss other business matters.
The conference call dial-in numbers are 800-510-0146 for domestic callers
and 617-614-3449 for international callers. The passcode for the call is
37541291. Participants may access the live webcast via a link on the Sangamo
BioSciences website
http://phx.corporate-ir.net/phoenix.zhtml?c=120938&p=irol-IRHome in the Investor
Relations section under "Company Overview." For those unable to listen in at the
designated time, a conference call replay will be available for one week
following the conference call, from approximately 4:00 p.m. PT on May 1, 2006 to
9:00 p.m. PT on May 8, 2006. The conference call replay numbers for domestic and
international callers are 888-286-8010 and 617-801-6888 respectively. The
conference ID number for the replay is 80250820. The webcast will be available
on the Sangamo website for two weeks after the call.
About Sangamo BioSciences, Inc.
Sangamo BioSciences, Inc is focused on the research and development of
novel DNA-binding proteins for therapeutic gene regulation and modification. The
most advanced ZFP Therapeutic(TM) development programs are currently in Phase I
clinical trials for evaluation of safety in patients with peripheral artery
disease and diabetic neuropathy. Other therapeutic development programs are
focused on ischemic heart disease, congestive heart failure, cancer, neuropathic
pain, and infectious and monogenic diseases. Sangamo's core competencies enable
the engineering of a class of DNA-binding proteins known as zinc finger
DNA-binding proteins (ZFPs). By engineering ZFPs that recognize a specific DNA
sequence Sangamo has created ZFP transcription factors (ZFP TF(TM)) that can
control gene expression and, consequently, cell function. Sangamo is also
developing sequence-specific ZFP Nucleases (ZFNs) for therapeutic gene
modification as a treatment and possible cure for a variety of monogenic
diseases such as sickle cell anemia and for infectious diseases such as HIV.
Research at Sangamo is partially funded by an Advanced Technology Program (ATP)
grant awarded by the National Institute of Standards and Technology (NIST). For
more information about Sangamo, visit the company's web site at www.sangamo.com
or www.expressinglife.com
This press release may contain forward-looking statements based on
Sangamo's current expectations. These forward-looking statements include,
without limitation, references to the research and development of novel ZFP TFs
and ZFNs, clinical trials and therapeutic applications of Sangamo's ZFP
technology platform. Actual results may differ materially from these forward-
looking statements due to a number of factors, including technological
challenges, Sangamo's ability to develop commercially viable products and
technological developments by our competitors. See the company's SEC filings,
and in particular, the risk factors described in the company's Annual Report on
Form 10-K and its most recent 10-Q. Sangamo assumes no obligation to update the
forward-looking information contained in this press release.
SELECTED FINANCIAL DATA
(in thousands, except per share data)
(unaudited)
Quarter Ended March 31,
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2006 2005
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Consolidated Statement of Operations Data:
Total revenues $ 2,136 $ 256
Operating expenses:
Research and development 3,589 2,695
General and administrative 1,755 1,141
Total operating expenses 5,344 3,836
Loss from operations (3,208) (3,580)
Interest and other income, net 464 27
Net loss $ (2,744) $ (3,553)
Basic and diluted net loss per common share $ (0.09) $ (0.14)
Shares used in computing basic and diluted net
loss per common share 30,600 25,337
March 31, December 31,
2006 2005
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(Unaudited)
Condensed Balance Sheet Data:
Cash, cash equivalents, investments,
and interest receivable $ 42,738 $ 47,174
Total assets 44,050 48,983
Total stockholders' equity 35,575 37,814
SOURCE Sangamo BioSciences, Inc.
-0- 05/01/2006
/CONTACT: Elizabeth Wolffe, Ph.D., of Sangamo BioSciences, Inc.,
+1-510-970-6000, ext. 271, or ewolffe@sangamo.com; or Justin Jackson (media)
of Burns McClellan, Inc., +1-212-213-0006, for Sangamo BioSciences, Inc./
/Web site: http://www.sangamo.com/