Sangamo Therapeutics Inc. 2025年年度报告

Form10-K/A Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange Act. Large accelerated filerNon-accelerated filer Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the common stock held by non-affiliates of the registrant based upon the closing sale price of the common stock on June30, 2025(the last business day of the registrant’s most recently completed second fiscal quarter), as reported on The Nasdaq Capital Market was $152,669,558. For purposes ofthis calculation, directors and executive officers of the registrant have been deemed affiliates. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. As of April20, 2026, a total of 414,275,509 shares of common stock, $0.01 par value per share were outstanding. Auditor Name: Ernst& Young LLPAuditor Location: San Mateo, CaliforniaAuditor Firm PCAOB ID: 42 EXPLANATORY NOTE Sangamo Therapeutics, Inc. (the “Company,” “Sangamo,” “we,” “us,” or “our”) is filing this AmendmentNo.1 on Form10-K/A(this “AmendmentNo.1”) to amend our Annual Report on Form10-K for the year ended December 31, 2025, originally filed with theSecurities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Original Form10-K,” together with AmendmentNo.1,our “Annual Report”), solely for the purpose of including the information required by PartIII of Form10-K. This information waspreviously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form10-K, which permits the informationin the above-referenced items to be incorporated in the Form 10-K by reference to our definitive proxy statement if such statement is In accordance with Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), wehave also amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002from our principal executive officer and principal financial officer. Because no financial statements have been included in thisAmendmentNo.1 and this AmendmentNo.1 does not contain or amend any disclosure with respect to Items307 and 308 of Except as described above, this AmendmentNo.1 does not modify or update disclosure in, or exhibits to, the Original Form10-K.Furthermore, this AmendmentNo.1 does not change any previously reported financial results, nor does it reflect events occurring afterthe date of the Original Form10-K. Information not affected by this AmendmentNo.1 remains unchanged and reflects the disclosures Table of Contents TABLE OF CONTENTS PARTIII Item10.Directors, Executive Officers and Corporate GovernanceItem11.Executive Compensation PARTIV Item15.Exhibits and Financial Statement SchedulesSIGNATURES PARTIII ITEM10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth information concerning our current executive officers and directors as of April20, 2026. Thereare no family relationships between any of our directors and any of our executive officers. Directors H. Stewart Parkerhas been a member of our Board of Directors (the “Board”) since June 2014, and has been Chair of theBoard since June 2017. Ms.Parker has over 40years of experience in the biotechnology industry. Prior to focusing on board serviceand consulting, she served as the Chief Executive Officer of The Infectious Disease Research Institute (IDRI), a not-for-profit globalhealth research institute, from 2011 to 2013. In 1992, Ms.Parker founded Targeted Genetics Corporation, a public Seattle-basedbiopharmaceutical company formed to develop gene-based treatments for acquired and inherited diseases that became a world leaderin adeno-associated virus, or AAV, gene therapy. She held the position of President and Chief Executive Officer and was a member ofits board of dire