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Sangamo files for bankruptcy as Lilly and Astellas become stalking horse bidders for gene therapy assets

Sangamo files for bankruptcy as Lilly and Astellas become stalking horse bidders for gene therapy assets

Richmond, California-based Sangamo Therapeutics, Inc. (OTCQB: SGMO) has entered into two separate asset sale agreements with Eli Lilly and Astellas Pharma, concurrent with the commencement of voluntary Chapter 11 proceedings in the US Bankruptcy Court for the District of Delaware, in a structured process designed to maximize asset value for all stakeholders through a court-supervised auction.

Financial terms for the individual asset sale agreements were not disclosed. Under the Section 363 bankruptcy process, Lilly and Astellas will each serve as stalking horse bidders, establishing baseline offers for their respective asset packages ahead of a court-supervised auction open to competing bids. Sangamo has also secured debtor-in-possession financing from Northridge ATM, LLC to fund ongoing operations during the Chapter 11 proceedings. Assets not covered by either stalking horse agreement — including the clinical-stage ST-503 program for chronic neuropathic pain, the hemophilia A gene therapy giroctocogene fitelparvovec, and Sangamo's cell therapy and regulatory T cell assets — remain available to other interested bidders at auction.

Lilly's stalking horse bid covers Sangamo's capsid delivery platform, zinc finger platform, modular integrase (MINT) platform, and the prion disease program ST-506. The STAC-BBB capsid, Sangamo's proprietary neurotropic AAV variant, enables blood-brain barrier-penetrant intravenous delivery of gene therapies to the central nervous system — a capability Lilly previously licensed for up to five CNS targets in April 2025, generating USD 18.4 million in revenue for Sangamo in 2025. Astellas's stalking horse bid covers isaralgagene civaparvovec (ST-920), an AAV-based gene therapy for Fabry disease with a rolling Biologics License Application underway at the US FDA under an Accelerated Approval pathway, supported by positive 52-week eGFR data from the registrational STAAR study. Astellas had previously licensed the STAC-BBB capsid for neurological disease targets in December 2024, paying USD 20 million upfront with up to USD 1.3 billion in potential milestones.

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The bankruptcy filing follows a rapid deterioration in Sangamo's financial position: the company announced exploration of strategic alternatives in June 2026 after reporting only USD 27.6 million in cash as of March 31, 2026, and had been delisted from Nasdaq in May 2026 for non-compliance with minimum bid price requirements. The Section 363 structure allows assets to be sold free and clear of Sangamo's liabilities, providing acquirers with clean title — a mechanism that has become increasingly common in distressed genomic medicine transactions where platform IP value significantly exceeds the company's ability to continue as a going concern. For Lilly, acquiring Sangamo's delivery and genome engineering platforms outright would consolidate ownership of technologies it has already been licensing, potentially removing milestone and royalty obligations on future CNS programs.


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