On June 23, 2026, Sangamo Therapeutics, Inc. (Nasdaq/OTCQB: SGMO) filed a Form 8-K disclosing that it had commenced a voluntary Chapter 11 case and, the day before, signed asset purchase agreements positioning two pharmaceutical companies as "stalking horse" bidders for different parts of its business. The filing is a business and distress event: it reports a court-supervised sale process and its mechanics, not the merits of any program.

The bankruptcy framing (Item 1.03). The company states that it filed a voluntary petition (Case No. 26-10989) for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on the June 23, 2026 "Petition Date." Sangamo will continue to operate as a "debtor-in-possession" under the court's jurisdiction and has filed customary "first-day" motions. It describes its objective in the case as maximizing value for stakeholders, "which may be achieved through the sale of all or substantially all assets to the highest bidder or bidders." The 8-K also notes context: an April 28, 2026 Nasdaq delisting determination over the minimum bid price requirement, after which the common stock was suspended from Nasdaq and began trading on the OTCQB Venture Market on May 5, 2026.

The Lilly stalking-horse agreement (Items 1.01 / 1.03). On June 22, 2026, Sangamo entered into an asset purchase agreement (the "Lilly Stalking Horse APA") with Merope Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Eli Lilly and Company, with Lilly as guarantor for one specified section. Under the agreement, Sangamo would sell, and the Lilly subsidiary would acquire, the company's technology platforms — described in the filing as its AAV capsid engineering platform (including a proprietary capsid and related next-generation variants), its zinc finger protein technology platform, its Modular Integrase genome editing platform, its prion disease program (ST-506), related intellectual property, and rights to certain payments under existing outlicensing agreements, including future milestone and royalty payments. Total consideration is stated as $50 million plus assumption of specified liabilities.

The defining feature is the stalking-horse mechanism. A stalking-horse bid is a baseline offer that a distressed seller lines up before an auction, so the court-supervised sale opens with a known floor rather than an empty room. The filing states it directly:

Under the Lilly Stalking Horse APA, Lilly has agreed to serve as the “stalking horse” bidder in respect of the Lilly Assets, and the Lilly Transaction remains subject to higher or otherwise better bids.

On June 23, 2026, Sangamo filed a motion seeking authority to sell those assets to Lilly under Section 363 of the Bankruptcy Code, subject to higher or better bids, approval of bidding procedures, and Lilly's designation as stalking-horse bidder. The agreement carries customary representations, conditions, and termination rights, including termination tied to specified case milestones, and the full text is to be filed as an exhibit to an amendment to the 8-K.

A second stalking horse: Astellas. Also on June 22, 2026, Sangamo signed a separate stalking-horse APA with Gene Therapies Inc., a subsidiary of Astellas Pharma Inc., covering assets primarily related to a Fabry disease product candidate, for total consideration of $25 million at closing plus up to an additional $25 million in milestone payments. That transaction follows the same Section 363 floor-bid structure and is likewise subject to higher bids and court approval.

DIP financing (Item 2.03). In connection with the case, Northridge ATM, LLC agreed to provide debtor-in-possession financing of up to $30 million in aggregate principal amount. Borrowings would be senior secured obligations carrying a first-priority lien on substantially all assets and a superpriority claim, subject to customary carve-outs. The company is seeking interim approval of an initial draw of up to $10.5 million and final approval of the full facility. Obligations come due on the earliest of several dates, including December 30, 2026, the effective date of a Chapter 11 plan, or consummation of a sale of substantially all assets — with the filing noting that neither the Lilly nor the Astellas transaction alone would constitute such a sale. The facility is expected to require compliance with a 13-week budget and remains subject to court approval not yet obtained.

Exit and disposal costs (Item 2.05). On June 18, 2026, the board approved a restructuring and reduction in workforce expected to eliminate approximately 51 roles in the United States, or about 40% of the workforce, with affected employees notified on June 22, 2026. The company expects to continue advancing the platforms and programs that are subject to the two APAs with a workforce of approximately 77 employees. It estimates incremental expenses in the range of approximately $3.0 million to $4.0 million, primarily for severance and employee health benefit obligations, plus roughly $0.5 million in cash payments related to accrued paid time off.

What the filing signals. Read on its own terms, the 8-K documents a company entering a court-supervised wind-down-and-sale process, with two stalking-horse agreements setting floors for distinct asset packages, DIP financing to fund operations during the case, and a workforce cut booked as exit costs. The transactions are not closed: each remains subject to higher bids, the bidding-procedures and sale motions, and the bankruptcy court's approval. Per the company's forward-looking-statements caution, the timing and outcome of the case, and whether the transactions close on the disclosed terms, depend on court rulings, the auction process, and conditions outside the company's control.