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): February 11, 2014
SANGAMO BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-30171 | 68-0359556 |
(Commission File Number) | (IRS Employer Identification No.) |
501 Canal Blvd, Suite A100 | Richmond, California 94804 |
(Address of Principal Executive Offices) | (Zip Code) |
(510) 970-6000
(Registrant’s Telephone Number, Including Area Code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 February 11, 2014, Sangamo BioSciences, Inc. issued a press release announcing its financial results for the quarter and twelve months ended December 31, 2013. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.08. Shareholder Director Nomination.
On February 11, 2014, Sangamo BioSciences, Inc. (the “Company”) announced that the Company will hold its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) on April 21, 2014. Because the new Annual Meeting date has advanced by more than 30 days from the anniversary date of the Company’s 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”), in accordance with Rule 14a−5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing stockholders of such change.
Because the Annual Meeting will be held more than 30 days from the anniversary date of the 2013 Annual Meeting, the deadline for stockholder nominations or proposals for consideration at the Annual Meeting set forth in the Company’s 2013 Proxy Statement no longer applies. Accordingly, if a stockholder intends to nominate a candidate for election to the Board or to propose other business for consideration at the Annual Meeting to be included in the Company’s proxy statement relating to the Annual Meeting (including a proposal made pursuant to Rule 14a−8 promulgated under the Exchange Act, and any notice on Schedule 14N) must be received by the Company at its principal executive offices no later than the close of business on February 21, 2014. In addition, the proxy solicited by the Board of Directors for the Annual Meeting will confer discretionary authority to vote on any stockholder proposal presented at the Annual Meeting if the Company does not receive notice of such proposal prior to February 21, 2014.
In addition, pursuant to the Company’s Amended and Restated Bylaws, any stockholder who intends to present a proposal at the Annual Meeting outside of the process provided by Rule 14a-8 of the Exchange Act must provide the Company with notice of any such proposal no later than the close of business on February 21, 2014. All stockholder proposals must comply with applicable Delaware law, the rules and regulations promulgated by the Securities and Exchange Commission, and the Company’s Amended and Restated Bylaws.
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 February 11, 2014. |
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: February 11, 2014 | ||
SANGAMO BIOSCIENCES, INC. | ||
By: | /s/ EDWARD O. LANPHIER II | |
Edward O. Lanphier II | ||
President, Chief Executive Officer |
Sangamo BioSciences Reports Fourth Quarter And Full Year 2013 Financial Results
RICHMOND, Calif., Feb. 11, 2014 /PRNewswire/ -- Sangamo BioSciences, Inc. (Nasdaq: SGMO) today reported fourth quarter and full year 2013 financial results and accomplishments.
(Logo: http://photos.prnewswire.com/prnh/20130102/SF35903LOGO)
For the fourth quarter ended December 31, 2013, Sangamo reported a consolidated net loss of $8.1 million, or $0.13 per share, compared to a net loss of $3.5 million, or $0.07 per share, for the same period in 2012. As of December 31, 2013, the Company had cash, cash equivalents, marketable securities and interest receivable of $131.8 million.
Revenues were $6.9 million for the fourth quarter of 2013, compared to $8.9 million for the same period in 2012. Fourth quarter 2013 revenues were generated from the Company's collaboration agreements with Shire International GmbH, formerly Shire AG (Shire), Dow AgroSciences (DAS) and Sigma-Aldrich Corporation (Sigma), and research grants. The revenues recognized for the fourth quarter of 2013 consisted of $6.6 million in collaboration agreements and $0.3 million in research grants, compared to $8.5 million and $0.4 million, respectively, for the same period in 2012.
The decrease in collaboration agreement revenues was primarily due to the timing of reimbursable research services under the Company's collaboration and license agreement with Shire. Sangamo recognized $2.9 million of revenues related to research services performed under the collaboration agreement with Shire in the fourth quarter. In addition, pursuant to the agreement entered into with Shire in January 2012, Sangamo received an upfront payment of $13.0 million, which is being amortized on a straight-line basis over the initial six-year research term, of which the Company recognized $0.5 million as revenue for the fourth quarter of 2013.
Research and development expenses were $10.8 million for the fourth quarter of 2013, compared to $9.3 million for the same period in 2012. The increase in research and development expenses was primarily related to increases in personnel-related expenses, including stock-based compensation, and external research expenses associated with our preclinical programs. General and administrative expenses were $4.2 million for the fourth quarter of 2013, compared to $3.0 million for the same period in 2012. The increase in general and administrative expenses was primarily related to increases in personnel-related expenses, including stock-based compensation, and professional services expenses.
Total operating expenses for the fourth quarter of 2013 were $15.0 million, compared to $12.3 million for the same period in 2012.
Full Year Results
For the year ended December 31, 2013, the consolidated net loss was $26.6 million, or $0.48 per share, compared to a consolidated net loss of $22.3 million, or $0.42 per share, for the year ended December 31, 2012. Revenues were $24.1 million in 2013, compared to $21.7 million in 2012, with the increase primarily due to Sangamo's collaboration agreement with Shire, partially offset by lower revenues from DAS and lower revenues from research grants. Total operating expenses were $50.8 million for 2013, compared to $43.9 million for 2012, with the increase primarily due to internal and external research expenses associated with our preclinical programs.
Recent Highlights
Financial Guidance for 2014
2014 Annual Meeting of Stockholders
Sangamo will host its 2014 Annual Meeting of Stockholders at 9:00 am PT on Monday, April 21, 2014 at its headquarters in Richmond, California. Details about the 2014 Annual Meeting will be provided in a notice and proxy statement to be distributed to stockholders and filed with the Securities and Exchange Commission.
Conference Call
Sangamo will host a conference call today, February 11, 2014 at 5:00 p.m. ET, which will be open to the public. The call will also be webcast live and can be accessed via a link on the Sangamo BioSciences website in the Investor Relations section under "Events and Presentations" http://investor.sangamo.com/events.cfm. The webcast replay will also be available for two weeks after the call. During the conference call, the Company will review these results, discuss other business matters, and provide guidance with respect to 2014.
The conference call dial-in numbers are 877-377-7553 for domestic callers and 678-894-3968 for international callers. The passcode for the call is 54551426. 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 8:00 p.m. ET on February 11, 2014 to midnight ET on February 18, 2014. The conference call replay numbers for domestic and international callers are (855) 859-2056 and (404) 537-3406, respectively. The conference ID number for the replay is 54551426.
About Sangamo
Sangamo BioSciences, Inc. is focused on Engineering Genetic CuresTM for monogenic and infectious diseases by deploying its novel DNA-binding protein technology platform in therapeutic gene regulation and genome editing. The Company has ongoing Phase 2 clinical trials to evaluate the safety and efficacy of a novel ZFP Therapeutic® for the treatment of HIV/AIDS (SB-728-T) and NGF-AAV for Alzheimers disease (CERE-110). Sangamo's other therapeutic programs are focused on monogenic and rare diseases. The company has formed a strategic collaboration with Shire International GmbH to develop therapeutics for hemophilia, Huntington's disease and other monogenic diseases, and with Biogen Idec for hemoglobinopathies, such as sickle cell disease and beta-thalassemia. It has also established strategic partnerships with companies in non-therapeutic
applications of its technology, including Dow AgroSciences and Sigma-Aldrich Corporation. For more information about Sangamo, visit the Company's website at www.sangamo.com.
ZFP Therapeutic® is a registered trademark of Sangamo BioSciences, Inc.
This press release contains forward-looking statements regarding Sangamo's current expectations. These forward looking statements include, without limitation, references to anticipated cash and investment balance, operating expenses, revenue and potential milestone and royalty payments, the research and development of ZFNs and ZFP TFs, clinical trials and therapeutic applications of Sangamo's ZFP technology platform, achievement of research milestones and objectives, strategic partnership and commercial license agreements with collaborators, including Shire and Biogen, presentation of data from research collaborations, expected timing for IND filings, recognition of revenues under collaboration agreements and statements relating to the 2014 Annual Meeting of Shareholders. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, the early stage of ZFP Therapeutic development, the lengthy and uncertain regulatory approval process, uncertainties related to the timing of initiation and completion of clinical trials, whether clinical trial results will validate and support the safety and efficacy of ZFP Therapeutics, and the ability to establish strategic partnerships. Further, there can be no assurance that the necessary regulatory approvals will be obtained or that Sangamo and its partners will be able to develop commercially viable gene-based therapeutics. Actual results may differ from those projected in forward-looking statements due to risks and uncertainties that exist in Sangamo's operations and business environments. These risks and uncertainties are described more fully in Sangamo's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date and Sangamo undertakes no duty to update such information except as required under applicable law.
SELECTED CONSOLIDATED FINANCIAL DATA |
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(in thousands, except per share data) |
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(unaudited) |
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| Three Months Ended |
| Twelve Months Ended | ||||
| December 31, |
| December 31, | ||||
| 2013 |
| 2012 |
| 2013 |
| 2012 |
Statement of Operations Data: |
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Revenues: |
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Collaboration agreements | $ 6,613 |
| $ 8,520 |
| $ 21,678 |
| $ 18,186 |
Research grants | 256 |
| 411 |
| 2,455 |
| 3,469 |
Total revenues | 6,869 |
| 8,931 |
| 24,133 |
| 21,655 |
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Operating expenses: |
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Research and development | 10,778 |
| 9,281 |
| 36,979 |
| 31,709 |
General and administrative | 4,205 |
| 3,019 |
| 13,800 |
| 12,144 |
Change in fair value of contingent liability | 60 |
| - |
| 60 |
| - |
Total operating expenses | 15,043 |
| 12,300 |
| 50,839 |
| 43,853 |
Loss from operations | (8,174) |
| (3,369) |
| (26,706) |
| (22,198) |
Interest and other income, net | 30 |
| (109) |
| 82 |
| (66) |
Net loss | $ (8,144) |
| $ (3,478) |
| $ (26,624) |
| $ (22,264) |
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Basic and diluted net loss per common share | $ (0.13) |
| $ (0.07) |
| $ (0.48) |
| $ (0.42) |
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Shares used in computing basic and diluted net loss per common share | 61,871 |
| 52,968 |
| 55,974 |
| 52,741 |
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SELECTED BALANCE SHEET DATA |
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| December 31, 2013 |
| December 31, 2012 |
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| (Unaudited) |
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Cash, cash equivalents, marketable securities and interest receivable | $ 131,814 |
| $ 76,321 |
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Total assets | 140,838 |
| 82,533 |
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Total stockholders' equity | 121,710 |
| 64,896 |
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CONTACT: Sangamo BioSciences, Inc., Elizabeth Wolffe, Ph.D., 510-970-6000, x271