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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): November 3, 2004
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))
Item 2.02. Results of Operations and Financial Condition.
On November 3, 2004, Sangamo BioSciences, Inc. issued a press release
announcing its financial results for the quarter and nine months ended September
30, 2004. 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.
99.1 Press Release Issued November 3, 2004.
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: November 3, 2004
SANGAMO BIOSCIENCES, INC.
By: /s/ EDWARD O. LANPHIER II
-------------------------------
Edward O. Lanphier II
President, Chief Executive
Officer
Exhibit 99.1
Sangamo BioSciences Reports 2004 Third Quarter Financial Results
RICHMOND, Calif., Nov. 3 /PRNewswire-FirstCall/ -- Sangamo BioSciences,
Inc. (Nasdaq: SGMO) today reported financial results for the third quarter
ended September 30, 2004. The consolidated net loss was $4.6 million, or $0.18
per share, as compared to a net loss of $2.6 million, or $0.10 per share, in
the same period of 2003. At September 30, 2004, the company had cash, cash
equivalents, investments and interest receivable of $35.3 million.
Revenues for the third quarter of 2004 were $172,000 as compared to third
quarter 2003 revenues of $507,000. Third quarter 2004 revenues were from
Sangamo's partnerships in the areas of human therapeutics, enabling technologies
and federal government research grants.
Total third quarter 2004 operating expenses were $4.8 million as compared to
$3.5 million in the prior year period. Research and development expenses were
$3.8 million for the three months ended September 30, 2004 as compared to $2.4
million for the third quarter of 2003. Increased research and development
expenses were related to increased spending on preclinical studies and product
manufacturing for studies. General and administrative expenses were $1.1 million
for the third quarter of 2004 as compared to $1.1 million for the same period in
2003.
Net interest and other income for the third quarter of 2004 was $104,000 as
compared to $382,000 in the comparable period of 2003.
Nine-Month Results
For the nine-month period ended September 30, 2004 the consolidated net loss
was $10.8 million, or $0.43 per share compared with a consolidated net loss of
$8.8 million, or $0.35 per share, in the comparable period in 2003. Revenues for
the first nine months of 2004 were $1.1 million as compared to $1.6 million in
the same period of 2003. Total operating expenses for the nine months ended
September 30, 2004 and 2003 were $12.4 million and $11.3 million, respectively.
Recent Highlights
-- Appointment of Vice President, Therapeutic Development and Chief Medical
Officer. In early August, Sangamo announced the appointment of Dale Ando,
M.D. as Vice President, Therapeutic Development and Chief Medical
Officer. Dr. Ando has held senior positions in therapeutic product
development in several biotechnology companies including Cetus, Chiron
and most recently as Vice President, Clinical Research at Cell Genesys,
Inc. While at Cell Genesys, he directed the development of Phase I-III
GVAX programs, oncolytic virus programs and Phase I/II trials of
activated T-cell chimeric receptor products in HIV and cancer. From 1997
to 2001 he served as a member of the Recombinant DNA Advisory Committee
(RAC) and the Adenoviral Safety Committee for the National Institutes of
Health (NIH). Dr. Ando began his career as a faculty member at UCLA
Medical School in the Division of Rheumatology. He received his M.D. and
internal medicine training at the University of Michigan and a B.S. in
Chemistry from Stanford University. Dr. Ando has responsibility for the
clinical development of Sangamo's ZFP Therapeutics programs and reports
to Edward Lanphier, Sangamo's president and CEO.
-- Sangamo's partner Edwards Lifesciences Corp. updated investors on the
status of the first human clinical trial of a ZFP Therapeutic. Edwards
released an update informing investors of the initiation of the Phase I
clinical trial of a ZFP Therapeutic, EW-A-401, for the treatment of
intermittent claudication, a symptom of peripheral artery disease (PAD).
The zinc finger DNA-binding protein transcription factor (ZFP TF) is
designed to activate all isoforms of the natural Vascular Endothelial
Growth Factor A (VEGF-A) gene to stimulate angiogenesis, or new blood
vessel growth. The trial is being conducted at the Warren Grant Magnuson
Clinical Center of the National Institutes of Health in Bethesda Maryland
and is a double blind, placebo-controlled, dose- escalation study
designed primarily to measure EW-A-401's safety in treating intermittent
claudication. In addition, Edwards stated that investigators might gain
some preliminary data on the therapy's effectiveness in improving
patients' blood flow, walking capacity, and quality of life. Edwards also
reported an interest in pursuing additional indications for the therapy,
including critical limb ischemia and ischemic heart disease.
-- Sangamo announced a research collaboration in area of regenerative
medicine with LifeScan Inc., a Johnson & Johnson company. The agreement
provides LifeScan with Sangamo's proprietary zinc finger DNA binding
proteins (ZFPs) for use in a program to develop therapeutic cell lines as
a potential treatment for diabetes.
-- Data from Sangamo's ZFP Angiogenesis program were published in the AHA
Journal Circulation. The study, reported in the American Heart
Association journal, Circulation, was conducted in the laboratory of
Brian Annex, MD, Director of Therapeutic Angiogenesis Research in the
Division Cardiology at Duke University Medical Center and was designed to
test the efficacy of a ZFP TF in a rabbit model of peripheral artery
disease. The authors used an engineered ZFP TF designed to activate the
expression of the VEGF A gene. VEGF A has been extensively documented as
an important factor in angiogenesis or blood vessel growth. Using ZFP TFs
to increase the expression of this gene and the protein that it encodes
in ischemic, or oxygen-starved, muscle in rabbits resulted in production
of all of the normal splice variants of VEGF and statistically
significant changes in a number of measures of efficacy in treated limbs:
decrease in cell death in the treated muscle, increased cell growth and
blood vessel density and increases in blood flow.
-- Sangamo updates shareholders at the company's first Analyst and Investor
Briefing and Investor Conferences. On September 14, 2004, Sangamo
provided an update to investors on the status and the latest developments
in several of its ZFP Therapeutics programs. Scientists from the Company,
Dale Ando, M.D. and Philip Gregory, D. Phil. presented details of
Sangamo's therapeutic programs, particularly the company's programs in
diabetic neuropathy (DN) and a new initiative for HIV therapy. Clinical
collaborator, Frank Giordano, M.D. of Yale University School of Medicine,
presented an update on Sangamo's cardiovascular programs. In addition,
Sangamo's president and CEO gave company updates at the UBS Global Life
Sciences Conference, the BIO Emerging Company Investor Forum and the
Rodman and Renshaw Techvest Global Healthcare Conference.
Conference Call and Webcast
Sangamo will host a conference call today at 2:00 p.m. PST, 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 800-237-9752 for domestic callers
and 617-847-8706 for international callers. The conference ID number for the
call is 30988925. 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. PST on November 3,
2004 to 9:00 p.m. PST on November 10, 2004. 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 37605986. The webcast
will be available on the Sangamo website for two weeks after the call.
About Sangamo
Sangamo BioSciences, Inc is focused on the research and development of novel
DNA-binding proteins for therapeutic gene regulation and modification. The
company's most advanced therapeutic development program, currently in a Phase I
clinical trial, involves the use of transcription factors for the treatment of
peripheral artery disease. Other therapeutic development programs are focused on
diabetic neuropathy, 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 TFs)
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. 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
applications of Sangamo's ZFP TF 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. Sangamon
BioSciences, Inc. 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 Nine months ended
September 30, September 30,
2004 2003 2004 2003
Consolidated Statement of Operations
Data:
Total revenues $172 $507 $1,115 $1,576
Operating expenses:
Research and development 3,765 2,346 9,187 8,159
General and administrative 1,082 1,127 3,179 3,157
Total operating expenses 4,847 3,473 12,366 11,316
Loss from operations (4,675) (2,966) (11,251) (9,740)
Interest and other income, net 104 382 476 987
Net loss $(4,571) $(2,584) $(10,775) $(8,753)
Basic and diluted net loss per common
share $(0.18) $(0.10) $(0.43) $(0.35)
Shares used in computing basic and
diluted net loss per common share 25,128 24,812 25,052 24,778
September 30, December 31,
2004 2003
(Unaudited)
Condensed Balance Sheet Data:
Cash, cash equivalents, investments,
and interest receivable $35,305 $44,343
Total assets 36,358 46,232
Total stockholders' equity 34,969 44,661
SOURCE Sangamo BioSciences, Inc.
-0- 11/03/2004
/CONTACT: Elizabeth Wolffe, Ph.D., of Sangamo BioSciences, Inc.,
+1-510-970-6000, ext. 271, or ewolffe@sangamo.com; or Kathy Jones-Nugent
(media), or John Nugent (investors), both of Burns McClellan, Inc.,
+1-212-213-0006, for Sangamo BioSciences, Inc./
/Web site: http://www.sangamo.com /
(SGMO)
CO: Sangamo BioSciences, Inc.
ST: California
IN: BIO HEA MTC
SU: ERN CCA