COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Leases

Sangamo’s corporate headquarters occupies approximately 59,485 square feet of research and office space, pursuant to a lease that expires in August 2031, and approximately 7,700 of office space, pursuant to a lease that expires in August 2026, in Richmond, California. Sangamo also occupies approximately 103,089 square feet of office and research and development laboratory facility in Brisbane, California pursuant to a lease that expires in May 2029. In December 2024, in connection with the France Restructuring, the Company terminated its leases for office and research and development space in Valbonne, France. See Note 5 – Impairment of Goodwill, Indefinite-lived Intangible Assets and Long-lived Assets and Write-Down of Assets Held For Sale for more information on impairment charges related to the associated right-of-use and leasehold improvement assets.

On February 5, 2024, the Company entered into an amendment to the operating lease of office and research and development laboratory facility in Brisbane, California. The amendment established early termination rights for the landlord upon thirty days’ notice to the Company. Additionally, the amendment authorized the landlord to draw on the existing letter of credit to satisfy the majority of the Company’s February 2024 through April 2024 rent payments and obligated the Company to provide a cash security deposit or replenish the letter of credit back to $1.5 million by June 1, 2024. On July 3, 2024, the Company entered into another amendment to extend the deadline for replenishing the letter of credit, which was replenished as of September 30, 2024.

The Company concluded that the amendment represented a lease modification to be accounted for as a single contract with the existing lease under ASC Topic 842, Leases, and remeasured its lease liability using the current incremental borrowing rate of 9.6%, and recorded an adjustment to reduce both the lease liability and the corresponding right-of-use asset by $1.9 million as of the lease modification date.

Certain of these leases include renewal options at the election of the Company to renew or extend the lease for an additional five to ten years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options.

The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. Components of operating leases were as follows (in thousands):


	December 31,
	2024		2023
Operating lease cost	$	6,375	$	9,423
Variable lease cost	3,544		3,126
Total	$	9,919	$	12,549

Variable lease expenses were not included in the measurement of the Company’s operating right-of-use assets and lease liabilities. This variable expense consists primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease expense, due to the Company’s election to not separate lease and non-lease components.

Cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2024 and 2023 was $7.5 million and $7.3 million, respectively, and was included in net cash used in operating activities in the Company’s Consolidated Statements of Cash Flows.

Future minimum payments under lease obligations at December 31, 2024 consist of the following (in thousands):


	Total
2025	$	6,708
2026	7,372
2027	7,319
2028	7,496
2029	4,418
Thereafter	3,701
Total lease payments	37,014
Less:
Imputed interest	(6,205)
Tenant improvement allowance included in contra-lease liability	(243)
Total	$	30,566

Reported as of December 31, 2024:
Short-term portion of lease liabilities (included in other accrued liabilities on the Consolidated Balance Sheet)	$	4,313
Long-term portion of lease liabilities	26,253
Total	$	30,566

As of December 31, 2024, the weighted-average remaining lease term is 5.2 years and the weighted-average incremental borrowing rate used to determine the operating lease liability was 7.7% for the Company’s operating leases.

During the years ended December 31, 2024 and 2023, the Company recorded impairment losses of $2.9 million and $28.9 million, respectively, related to its right-of-use assets. See Note 5 – Impairment of Goodwill, Indefinite-lived Intangible Assets and Long-lived Assets and Write-Down of Assets Held For Sale for more information.

Contractual Commitments

The Company’s non-cancelable material contractual commitments under manufacturing-related supplier arrangements as of December 31, 2024 related to Thermo Fisher Scientific Inc. amounting to $2.9 million and expire in December 2025. The Company also had $0.5 million of license obligations related to its intellectual property as of December 31, 2024.

Contingencies

The Company is not party to any material pending legal proceeding. From time to time, the Company is, and may become, involved in litigation and regulatory compliance matters incidental to the Company’s business, including employment and wage and hour claims, antitrust, tax, product liability, environmental, health and safety, commercial disputes, intellectual property, contracts and other matters arising out of the normal conduct of the Company’s business. Since litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. Sangamo regularly reviews and accrues for contingencies related to litigation and regulatory compliance matters, if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on current

information, in the opinion of the Company, the ultimate resolution of these matters, individually or in aggregate, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.