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| CIK | 1770121 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sana Biotechnology, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 4, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commiss |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 28, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissio |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 11, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissio |
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| August 11, 2025 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SEVENTH AMENDMENT TO LICENSE AGREEMENT This Seventh Amendment (this “Seventh Amendment”), is effective as of March 19, |
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| August 11, 2025 |
Exhibit 99.1 Sana Biotechnology Reports Second Quarter 2025 Financial Results and Business Updates Presented positive 6-month clinical results of ongoing type 1 diabetes study showing that hypoimmune-modified pancreatic islet cells transplanted without immunosuppression overcome immune recognition, while continuing to function and persist with stable C-peptide New England Journal of Medicine publi |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| August 7, 2025 |
20,895,522 Shares of Common Stock Pre-Funded Warrants to Purchase 1,492,537 Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277584 PROSPECTUS SUPPLEMENT (To Prospectus dated March 21, 2025) 20,895,522 Shares of Common Stock Pre-Funded Warrants to Purchase 1,492,537 Shares of Common Stock We are offering 20,895,522 shares of our common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase 1,492,537 shares of |
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| August 7, 2025 |
EX-4.1 Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. Original Issue Date: [ ], 2025 Sana Biotechnology, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns (the “Holder”), is |
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| August 7, 2025 |
Sana Biotechnology Announces Pricing of Public Offering EX-99.1 Exhibit 99.1 Sana Biotechnology Announces Pricing of Public Offering August 6, 2025 SEATTLE, Aug. 6, 2025 (GLOBE NEWSWIRE) — Sana Biotechnology, Inc. (Nasdaq: SANA) (“Sana”), a company focused on changing the possible for patients through engineered cells, today announced that it has priced its underwritten public offering of 20,895,522 shares of its common stock at a price to the public o |
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| August 7, 2025 |
EX-1.1 Exhibit 1.1 SANA BIOTECHNOLOGY, INC. 20,895,522 SHARES OF COMMON STOCK, PAR VALUE $0.0001 PER SHARE PRE-FUNDED WARRANTS TO PURCHASE 1,492,537 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT August 6, 2025 August 6, 2025 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC BofA Securities, Inc. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 W |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 6, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| August 6, 2025 |
SUBJECT TO COMPLETION, DATED AUGUST 6, 2025 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277584 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement relating to these securities filed with the Securities and Exchange Commission under the Securities Ac |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 6, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| June 23, 2025 |
Exhibit 99.1 Sana Biotechnology Announces Positive Six-Month Clinical Results from Type 1 Diabetes Study of Islet Cell Transplantation Without Immunosuppression Groundbreaking First-in-Human Study Establishes Potential to Treat Type 1 Diabetes by Transplanting Insulin-Secreting Cells Without Immunosuppression Six-Month Patient Follow-up Results Demonstrate that Sana’s Transplanted Pancreatic Islet |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 23, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 5, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission F |
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| May 8, 2025 |
Exhibit 1.1 SANA BIOTECHNOLOGY, INC. COMMON STOCK SALES AGREEMENT May 8, 2025 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, NY 10017 Ladies and Gentlemen: Sana Biotechnology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 8, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| May 8, 2025 |
Exhibit 99.1 Sana Biotechnology Reports First Quarter 2025 Financial Results and Business Updates Presented positive 4- and 12-week clinical results of ongoing type 1 diabetes study showing that hypoimmune-modified pancreatic islet cells transplanted without immunosuppression overcome immune recognition, while continuing to function and persist with stable C-peptide production post-transplant Enro |
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| May 8, 2025 |
EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Sana Biotechnology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Commo |
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| May 8, 2025 |
As filed with the Securities and Exchange Commission on May 8, 2025 As filed with the Securities and Exchange Commission on May 8, 2025 Registration No. |
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| May 8, 2025 |
Up to $119,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277584 PROSPECTUS SUPPLEMENT (To Prospectus dated March 21, 2025) Up to $119,000,000 Common Stock We have entered into a sales agreement, or the sales agreement, with TD Securities (USA) LLC, or TD Cowen, relating to shares of our common stock, $0.0001 par value per share, offered by this prospectus supplement and the accompan |
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| May 8, 2025 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 5 TO OPTION AND LICENSE AGREEMENT This Amendment No. 5 to Option and License Agreement (the “Fifth Amend |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 25, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 17, 2025 |
Exhibit 10.14(e) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 4 TO PATENTS SUB-LICENSE AGREEMENT This Amendment No. 4 to Patents Sub-License Agreement (“Amendment |
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| March 17, 2025 |
Non-Employee Director Compensation Program Exhibit 10.10 Sana Biotechnology, Inc. Non-Employee Director Compensation Program Adopted February 27, 2025 This Sana Biotechnology, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan. Cash Compensation |
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| March 17, 2025 |
As filed with the Securities and Exchange Commission on March 17, 2025 Table of Contents As filed with the Securities and Exchange Commission on March 17, 2025 Registration No. |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39941 Sana Biotechnol |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 17, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| March 17, 2025 |
Insider Trading Compliance Policy Exhibit 19.1 Sana Biotechnology, Inc. Insider Trading Compliance Policy (Effective as of July 31, 2024) Contents Page I. Summary 2 II. Statement of Policies Prohibiting Insider Trading 3 III. Explanation of Insider Trading 4 IV. Statement of Procedures to Prevent Insider Trading 8 V. Additional Prohibited Transactions 11 VI. Rule 10b5-1 Trading Plans, Section 16, and Rule 144 12 VII. Post-Terminat |
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| March 17, 2025 |
Exhibit 99.1 Sana Biotechnology Reports Fourth Quarter and Full Year 2024 Financial Results and Business Updates Announced positive preliminary 12-week clinical results, building on already released 4-week results, of ongoing type 1 diabetes study showing that hypoimmune-modified pancreatic islet cells transplanted without immunosuppression overcome autoimmune and allogeneic immune recognition, fu |
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| March 14, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Sana Biotechnology, Inc. |
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| March 14, 2025 |
As filed with the Securities and Exchange Commission on March 14, 2025 Table of Contents As filed with the Securities and Exchange Commission on March 14, 2025 Registration No. |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 13, 2025 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| January 13, 2025 |
EX-99.1 Exhibit 99.1 Corporate Presentation January 2025 Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, st |
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| November 14, 2024 |
SANA / Sana Biotechnology, Inc. / CANADA PENSION PLAN INVESTMENT BOARD - SC 13G/A Passive Investment SC 13G/A 1 tm2428374d4sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Sana Biotechnology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) |
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| November 14, 2024 |
SC 13G/A 1 arch-sch13g18904.htm ARCH VENTURE FUND IX, L.P. - SANA BIOTECHNOLOGY - SCH 13G/A(#3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Sana Biotechnology, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 799566104 (CUSIP Number) September 30, 2024 |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| November 8, 2024 |
Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SIXTH AMENDMENT TO LICENSE AGREEMENT This Sixth Amendment (this “Sixth Amendment”), is effective as of August 28, 2024 |
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| November 8, 2024 |
Exhibit 99.1 Sana Biotechnology Reports Third Quarter 2024 Financial Results and Business Updates Continue to advance hypoimmune technology in three trials across five indications in type 1 diabetes, B-cell mediated autoimmune diseases, and oncology Enrolling patients in the investigator-sponsored trial with hypoimmune-modified primary islet cells, GLEAM trial for SC291 in B-cell mediated autoimmu |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| November 8, 2024 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amendment NO. 2 to AMended and REstated Exclusive Patent License Agreement THIS AMENDMENT NO. 2 (“Amendment No. 2”), w |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 4, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissio |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 6, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commiss |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 8, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| August 8, 2024 |
Exhibit 99.1 Sana Biotechnology Reports Second Quarter 2024 Financial Results and Business Updates Continue to advance hypoimmune technology in four trials across seven indications in oncology, B-cell mediated autoimmune diseases, and type 1 diabetes Enrolling patients in the GLEAM trial for SC291 in B-cell mediated autoimmune diseases; expect to report initial clinical data in 2024 Enrolling pati |
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| August 8, 2024 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECOND AMENDMENT TO THE LICENSE AGREEMENT UC Control Number [***] THIS SECOND AMENDMENT (the “Second Amendment”), date |
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| August 8, 2024 |
Exhibit 10.2 PERSONAL & CONFIDENTIAL April 15, 2024 Douglas E. Williams (by email) RE: Separation, Transition Services, and General Release Agreement Dear Doug: This Separation, Transition Services, and General Release Agreement (the “Agreement”) confirms our mutual agreement regarding the terms and conditions of your resignation from Sana Biotechnology, Inc. (the “Company”), general release, and |
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| June 7, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 6, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission F |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 8, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 8, 2024 |
2021 Employee Stock Purchase Plan Exhibit 99.2(a) SANA BIOTECHNOLOGY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consi |
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| May 8, 2024 |
Exhibit 99.1(a) SANA BIOTECHNOLOGY, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following words and phrases |
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| May 8, 2024 |
Exhibit 99.1 Sana Biotechnology Reports First Quarter 2024 Financial Results and Business Updates Goal to treat 40-60 patients in 2024 in four trials across seven indications in oncology, B-cell mediated autoimmune diseases, and type 1 diabetes Ongoing ARDENT trial for SC291 continues in B-cell malignancies; expect to report additional data in 2024 Enrolling patients in the ongoing GLEAM trial for |
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| May 8, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Sana Biotechnology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 |
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| May 8, 2024 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 4 TO OPTION AND LICENSE AGREEMENT This Amendment No. 4 to Option and License Agreement (the “Fourth Amen |
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| May 8, 2024 |
As filed with the Securities and Exchange Commission on May 8, 2024 As filed with the Securities and Exchange Commission on May 8, 2024 Registration No. |
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| April 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 18, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| March 1, 2024 |
Exhibit 4.3 SANA BIOTECHNOLOGY, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section 2.2 Establishment o |
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| March 1, 2024 |
As filed with the Securities and Exchange Commission on March 1, 2024 Table of Contents As filed with the Securities and Exchange Commission on March 1, 2024 Registration No. |
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| March 1, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Sana Biotechnology, Inc. |
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| February 29, 2024 |
Exhibit 10.16(b) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT UC Control Number [***] This First Amendment (the “First Amendm |
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| February 29, 2024 |
Exhibit 10.21(b) Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. Amendment NO. 1 to AMended and REstated Exclusive Patent License Agreement THIS AMENDMENT NO. 1 (“Amendment No. 1” |
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| February 29, 2024 |
Exhibit 97.1 SANA BIOTECHNOLOGY, INC. COMPENSATION RECOVERY POLICY Adopted as of October 24, 2023 1. Overview Sana Biotechnology, Inc., a Delaware corporation (“Sana”), has adopted this Compensation Recovery Policy (this “Policy”) to set forth the circumstances and procedures under which Sana shall recover Erroneously Awarded Compensation from Covered Persons (each as defined below) in accordance |
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| February 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commiss |
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| February 29, 2024 |
Exhibit 99.1 Sana Biotechnology Reports Fourth Quarter and Full Year 2023 Financial Results and Business Updates Goal to treat 40-60 patients in 2024 in four trials across seven indications in oncology, B-cell mediated autoimmune diseases, and type 1 diabetes Early SC291 data from ongoing ARDENT trial in relapsed/refractory NHL and CLL suggest ability to dose safely, demonstrate the desired immune |
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| February 29, 2024 |
Change in Control Severance Plan and Summary Plan Description Exhibit 10.29 SANA BIOTECHNOLOGY, INC. CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION (Amended February 27, 2024) 1. Introduction. This Sana Biotechnology, Inc. Change in Control Severance Plan (this “Plan”) was established by the board of directors (the “Board”) of Sana Biotechnology, Inc. (the “Company”) effective as of December 19, 2018, and was amended effective February 27, 202 |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39941 Sana Biotechnol |
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| February 14, 2024 |
SANA / Sana Biotechnology, Inc. / Flagship Ventures Fund V, L.P. - SC 13G/A Passive Investment SC 13G/A 1 d758672dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sana Biotechnology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 799566104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) C |
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| February 9, 2024 |
SC 13G/A 1 arch-sch13g18793.htm ARCH VENTURE FUND IX, L.P. - SANA BIOTECHNOLOGY - SCH 13G/A(#2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sana Biotechnology, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 799566104 (CUSIP Number) December 31, 2023 ( |
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| February 8, 2024 |
Common Stock Pre-funded Warrants to Purchase Shares of Common Stock Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated February 7, 2024 Relating to Preliminary Prospectus Supplement Dated February 7, 2024 Registration Statement No. |
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| February 8, 2024 |
Sana Biotechnology Announces Pricing of Upsized Public Offering Exhibit 99.1 Sana Biotechnology Announces Pricing of Upsized Public Offering SEATTLE, Feb. 08, 2024 (GLOBE NEWSWIRE) — Sana Biotechnology, Inc. (Nasdaq: SANA), a company focused on changing the possible for patients through engineered cells, today announced that it has priced its underwritten upsized public offering of 17,272,728 shares of its common stock at a price to the public of $5.50 per sha |
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| February 8, 2024 |
17,272,728 Shares of Common Stock Pre-Funded Warrants to Purchase 12,727,272 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266547 PROSPECTUS SUPPLEMENT (To Prospectus dated May 1, 2023) 17,272,728 Shares of Common Stock Pre-Funded Warrants to Purchase 12,727,272 Shares of Common Stock Sana Biotechnology, Inc. is offering 17,272,728 shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase 12,727, |
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| February 8, 2024 |
Exhibit 1.1 SANA BIOTECHNOLOGY, INC. 17,272,728 SHARES OF COMMON STOCK, PAR VALUE $0.0001 PER SHARE PRE-FUNDED WARRANTS TO PURCHASE 12,727,272 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT February 7, 2024 February 7, 2024 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Goldman Sachs & Co. LLC BofA Securities, Inc. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 7, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| February 8, 2024 |
Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. Original Issue Date: [ ], 2024 Sana Biotechnology, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns (the “Holder”), is ent |
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| February 7, 2024 |
Exhibit 99.1 Overview We were founded on the belief that engineered cells will be one of the most important transformations in medicine over the next several decades. The burden of diseases that can be addressed at their root cause through engineered cells is significant. We view engineered cells as having the potential to be as therapeutically disruptive as biologics to clinical practice. Our lon |
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| February 7, 2024 |
SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2024 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266547 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| February 7, 2024 |
Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 7, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| January 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 9, 2024 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissio |
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| January 9, 2024 |
EX-99.1 Corporate Presentation January 2024 Exhibit 99.1 This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, statements regarding the Company’s strategy, expectatio |
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| December 11, 2023 |
Corporate Presentation December 2023 Exhibit 99.1 This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, statements regarding the Company’s strategy, expectations, cas |
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| December 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 11, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commiss |
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| November 8, 2023 |
Exhibit 99.1 Sana Biotechnology Reports Third Quarter 2023 Financial Results and Business Updates Enrolling Phase 1 ARDENT trial investigating SC291 in patients with refractory B-cell malignancies with initial data expected in 2023 and more robust data in 2024 CTA submitted for investigator-sponsored trial (IST) evaluating hypoimmune (HIP)-modified primary islet cells in patients with type 1 diabe |
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| November 8, 2023 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 3 TO PATENTS SUB-LICENSE AGREEMENT This Amendment No. 3 to Patents Sub-License Agreement (“Amendment No. 3”), effective as of 31 July 2023 (“Amendment No. 3 Effective Date”), is entered into |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| October 10, 2023 |
Exhibit 99.2 Corporate Presentation October 2023 This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, statements regarding the Company’s strategy, expectations, cash |
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| October 10, 2023 |
Exhibit 99.1 Sana Biotechnology Announces Increased Focus on Hypoimmune-Related Pipeline with the Potential to Deliver Clinical Proof of Concept Data from Four Programs in 2023 and 2024 with a 2024 Operating Burn under $200M Increasing focus on ex vivo cell therapy platform based on extensive preclinical and early translational clinical data suggesting ability of hypoimmune (HIP)-modified cells to |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 10, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| September 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 12, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commis |
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| September 13, 2023 |
Corporate Presentation September 2023 Exhibit 99.1 This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, statements regarding the Company’s strategy, expectations, ca |
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| August 21, 2023 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 17, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissio |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 3, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| August 3, 2023 |
Exhibit 99.1 Sana Biotechnology Reports Second Quarter 2023 Financial Results and Business Updates Enrolling patients in ARDENT, the SC291 Phase 1 clinical trial in B-cell malignancies, with initial data expected this year Expect data later this year from investigator-sponsored trial with hypoimmune-modified primary human islet cells Goal to submit INDs this year for both SC262 and SG299 in hemato |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 8, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission F |
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| June 7, 2023 |
Corporate Presentation June 2023 Exhibit 99.1 This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, statements regarding the Company’s strategy, expectations, cash ru |
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| June 7, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 7, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission F |
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| May 8, 2023 |
Consulting Agreement by and between the Company and Sunil Agarwal, dated as of April 29, 2023 Exhibit 10.4 Consulting Agreement This Consulting Agreement (this “Agreement”) is made effective as of April 29, 2023 (the “Effective Date”) by and between Sana Biotechnology, Inc., a Delaware corporation (the “Company”) and Sunil Agarwal, M.D., an individual (“Consultant”), for the purpose of setting forth the terms and conditions by which the Company will engage the Consultant to perform service |
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| May 8, 2023 |
Exhibit 99.1 Sana Biotechnology Reports First Quarter 2023 Financial Results and Business Updates IND cleared and enrolling patients in SC291 Phase 1 clinical trial in B-cell malignancies with initial data expected later this year SC291 granted Fast Track Designation by the FDA for the treatment of relapsed/refractory large B-cell lymphoma and relapsed/refractory chronic lymphocytic leukemia Expec |
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| May 8, 2023 |
Offer Letter by and between the Company and Douglas E. Williams, dated as of April 8, 2023 Exhibit 10.2 April 8, 2023 Douglas E. Williams [***] [***] Sent via Email to [***] Re: Employment Terms Dear Douglas: Sana Biotechnology, Inc. (the “Company”), is pleased to offer you fulltime employment in the exempt position of Executive Vice President & President, Research and Development effective as April 10, 2023 (the date you actually commence employment, your “Commencement Date”), in which |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 8, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 8, 2023 |
As filed with the Securities and Exchange Commission on May 8, 2023 As filed with the Securities and Exchange Commission on May 8, 2023 Registration No. |
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| May 8, 2023 |
EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Sana Biotechnology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Com |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| May 8, 2023 |
Exhibit 10.3 April 15, 2023 Sunil Agarwal [***] [***] RE: Transition Agreement and Release Dear Sunil, As we have discussed, your employment with Sana Biotechnology, Inc. (the “Company”) will terminate on April 28, 2023 (the “Separation Date”). The purpose of this letter agreement (this “Agreement”) is to establish an amicable arrangement for ending your employment relationship with the Company, f |
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| May 8, 2023 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 3 TO OPTION AND LICENSE AGREEMENT This Amendment No. 3 to Option and License Agreement (the “Third Amendment”) is made as of March 17, 2023 (the “Third Amendment Effective Date”), by and bet |
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| May 1, 2023 |
As filed with the Securities and Exchange Commission on May 1, 2023 As filed with the Securities and Exchange Commission on May 1, 2023 Registration No. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 28, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| April 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 10, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| April 10, 2023 |
Exhibit 99.1 Sana Biotechnology Announces the Appointment of Two Pioneers in Drug Discovery and Development to Lead its R&D Organization Dr. Douglas E. Williams as Head of Research and Development Dr. Gary Meininger as Chief Medical Officer SEATTLE, April 10, 2023 — Sana Biotechnology, Inc. (NASDAQ: SANA), a company focused on changing the possible for patients through engineered cells, today anno |
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| March 16, 2023 |
Exhibit 10.22(c) Confidential CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 2 TO NON-EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT This Amendment to Non-Exclusive License And Development Agreement (“Amendment No. 2”), effective as of October 26, 2021 |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 16, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| March 16, 2023 |
Exhibit 10.22(b) Confidential CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 1 TO NON-EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT This Amendment to Non-Exclusive License And Development Agreement (“Amendment No. 1”), effective as of April 12, 2021 (“ |
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| March 16, 2023 |
Exhibit 99.1 Sana Biotechnology Reports Fourth Quarter and Full Year 2022 Financial Results and Business Updates Announced SC291 IND clearance with goal to report initial clinical data this year Expect to initiate investigator-sponsored trial with hypoimmune-modified primary islet cells with potential clinical data this year Goal to submit two INDs this year for SC262 and SG299 Targeting multiple |
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| March 16, 2023 |
As filed with the Securities and Exchange Commission on March 16, 2023 POS AM Table of Contents As filed with the Securities and Exchange Commission on March 16, 2023 Registration No. |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39941 Sana Biotechnol |
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| March 16, 2023 |
Exhibit 10.16(f) CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED FIFTH AMENDMENT TO LICENSE AGREEMENT This Fifth Amendment (this “Fifth Amendment”), is effective as of February 9, 2023 (the “Fifth Amendment Effective Date”), by and between President an Fellows of H |
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| March 16, 2023 |
Non-Employee Director Compensation Program Exhibit 10.12 SANA BIOTECHNOLOGY, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Adopted April 4, 2022 This Sana Biotechnology, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan. Cash Compensation Ann |
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| March 15, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Sana Biotechnology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration |
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| March 15, 2023 |
As filed with the Securities and Exchange Commission on March 15, 2023 POSASR Table of Contents As filed with the Securities and Exchange Commission on March 15, 2023 Registration No. |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sana Biotechnology, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 799566104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 26, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| January 26, 2023 |
EX-99.1 Exhibit 99.1 Sana Biotechnology Announces FDA Clearance of Investigational New Drug Application for SC291, a Hypoimmune-modified, CD19-targeted Allogeneic CAR T Therapy for Patients with B-Cell Malignancies Goal is to report initial SC291 clinical data this year Goal is to submit a second IND from the platform this year for SC262, a hypoimmune-modified CD22-targeted allogeneic CAR T therap |
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| January 26, 2023 |
Sana Biotechnology Announces FDA Clearance of Investigational New Drug Application for SC291, a Hypoimmune-modified, CD19-targeted Allogeneic CAR T Therapy for Patients with B-Cell Malignancies Goal is to report initial SC291 clinical data this year Goal is to submit a second IND from the platform this year for SC262, a hypoimmune-modified CD22-targeted allogeneic CAR T therapy SEATTLE, January 26, 2023 — Sana Biotechnology, Inc. |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 26, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 10, 2023 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| January 10, 2023 |
Corporate Presentation January 2023 Sana Biotechnology TM Exhibit 99.1 This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, statements regarding the Company’s strate |
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| November 29, 2022 |
Exhibit 99.1 Sana Biotechnology Confirms Key Program Timelines and Announces Portfolio Prioritization Expect to file IND this year for SC291 with potential clinical data in 2023 Expect to file INDs for SG295 and SC263 in 2023; SC451 and BCMA-targeted CAR T in 2024 Will discontinue internal investment for SC187 (cardiomyocytes in heart failure) Prioritization and restructuring results in headcount |
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| November 29, 2022 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 29, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commiss |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| November 2, 2022 |
Exhibit 10.3 CONFIDENTIAL CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Amendment NO. 5 to EXCLUSIVE START-UP LICENSE Agreement between SANA BIOTECHNOLOGY, INC. and UNIVERSITY OF WASHINGTON THIS AMENDMENT NO. 5 (?Amendment No. 5?), with an effective date of as of |
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| November 2, 2022 |
Exhibit 10.8 CONFIDENTIAL CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Amendment NO. 10 to EXCLUSIVE START-UP LICENSE Agreement between CYTOCARDIA, INC. and UNIVERSITY OF WASHINGTON THIS AMENDMENT NO. 10 (?Amendment No. 10?), with an effective date of the date o |
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| November 2, 2022 |
EX-99.1 2 sana-ex9916.htm EX-99.1 Exhibit 99.1 Sana Biotechnology Reports Third Quarter 2022 Financial Results and Business Updates Expect to file IND this year for SC291 with potential clinical data in 2023 Followed by expected INDs for SG295 and SC276 in 2023 and SC451 in 2024 with potential clinical data in 2024 Q3 2022 cash position of $511.6 million Expect cash runway into 2025 SEATTLE — Nove |
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| November 2, 2022 |
Amendment No. 1 to the 2021 Employee Stock Purchase Plan, dated as of October 27, 2022. Exhibit 10.11 SANA BIOTECHNOLOGY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN AMENDMENT This Amendment No. 1 to the 2021 Employee Stock Purchase Plan (this ?Amendment?) is made by Sana Biotechnology, Inc. (the ?Company?) as of October 27, 2022 (the ?Effective Date?). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the 2021 Employee Stock Purchase Plan |
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| November 2, 2022 |
Exhibit 10.6 CONFIDENTIAL CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Amendment NO. Eight (8) to EXCLUSIVE START-UP LICENSE Agreement between Sana biotechnology, Inc. and UNIVERSITY OF WASHINGTON THIS AMENDMENT NO. 8 (?Amendment No. 8?), with an effective the d |
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| November 2, 2022 |
EX-10.5 6 sana-ex105271.htm EX-10.5 Exhibit 10.5 CONFIDENTIAL CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Amendment NO. SEVEN (7) to EXCLUSIVE START-UP LICENSE Agreement between SANA BIOTECHNOLOGY, INC. and UNIVERSITY OF WASHINGTON THIS AMENDMENT NO. 7 (“Amendm |
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| November 2, 2022 |
Exhibit 10.2 Execution Version CONFIDENTIAL CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 2 TO OPTION AND LICENSE AGREEMENT This Amendment No. 2 to Option and License Agreement (the ?Second Amendment?) is made as of July 19, 2022 (the ?Second Amendm |
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| November 2, 2022 |
Exhibit 10.7 CONFIDENTIAL CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Amendment NO. NINE (9) to [***] EXCLUSIVE START-UP LICENSE Agreement between Sana biotechnology, Inc. and UNIVERSITY OF WASHINGTON THIS AMENDMENT NO. 9 (?Amendment No. 9?), with an effective |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 2, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| November 2, 2022 |
Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Amendment NO. 11 to EXCLUSIVE START-UP LICENSE Agreement between CYTOCARDIA, INC. and UNIVERSITY OF WASHINGTON THIS AMENDMENT NO. 11 (?Amendment No. 11?), with an effective date of the date of last signat |
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| November 2, 2022 |
Exhibit 10.10 September 8, 2022 Bernard Cassidy [***] [***] Sent via email to [***] Re: Employment Terms Dear Barney: Sana Biotechnology, Inc. (the ?Company?), is pleased to offer you fulltime employment in the exempt position of Executive Vice President, General Counsel effective as of September 12, 2022 (the date you actually commence employment, your ?Commencement Date?), in which you will be r |
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| November 2, 2022 |
Exhibit 10.4 CONFIDENTIAL CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Amendment NO. 6 to EXCLUSIVE START-UP LICENSE Agreement between SANA BIOTECHNOLOGY, INC. and UNIVERSITY OF WASHINGTON THIS AMENDMENT NO. 6 (?Amendment No. 6?), with an effective date as of th |
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| November 2, 2022 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 2 TO PATENTS SUB-LICENSE AGREEMENT This Amendment No. 2 to Patents Sub-License Agreement (?Amendment No. 2?), effective as of 16 August 2018 (?Amendment No. 2 Effective Date?), is entered in |
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| November 1, 2022 |
Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 27, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| August 4, 2022 |
Lease Agreement by and between the Company and ARE-Seattle No., 39, LLC, dated as of June 1, 2022 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 1st day of June, 2022, between ARE?SEATTLE NO. 39, LLC, a Delaware limited liability company (?Landlord?), and SANA BIOTECHNOLOGY, INC., a |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| August 4, 2022 |
EX-FILING FEES 7 d564938dexfilingfees.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Sana Biotechnology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate( |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 4, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| August 4, 2022 |
Exhibit 99.1 Sana Biotechnology Reports Second Quarter 2022 Financial Results and Business Updates Expect cash runway into 2025, enabling multiple data readouts across platforms for lead programs, driven by significant cash savings from manufacturing facility move to Bothell, Washington as well as research prioritization Expect to file INDs this year for SC291 and SG295 Presented preclinical data |
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| August 4, 2022 |
Sales Agreement, dated August 4, 2022, by and between the Registrant and Cowen and Company, LLC. Exhibit 1.2 SANA BIOTECHNOLOGY, INC. COMMON STOCK SALES AGREEMENT August 4, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Sana Biotechnology, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time |
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| August 4, 2022 |
CONFIDENTIAL Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 1 TO OPTION AND LICENSE AGREEMENT This Amendment No. 1, dated as of June 6, 2022 (this ?Amendment?), to that certain Option and License Agreement dated October 15, 2021 between |
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| August 4, 2022 |
As filed with the Securities and Exchange Commission on August 4, 2022 As filed with the Securities and Exchange Commission on August 4, 2022 Registration No. |
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| August 4, 2022 |
Exhibit 4.5 SANA BIOTECHNOLOGY, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establis |
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| June 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 14, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| June 14, 2022 |
Corporate Presentation June 2022 Exhibit 99.1 This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the ?Company,? ?we,? ?us,? or ?our?) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, statements regarding the Company?s strategy, expectations, cash ru |
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| June 9, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 6, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission F |
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| June 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 1, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission F |
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| June 1, 2022 |
Exhibit 99.1 Sana Biotechnology Announces Plan to Relocate Manufacturing to Bothell, Washington Along with Key Executive Hires in Manufacturing and Regulatory Replacement of Fremont, CA Facility Estimated to Save Over $100M in the Next Three Years Global Cell Therapy Manufacturing Expert Snehal Patel Appointed Head of Manufacturing Veteran Regulatory Affairs Leader Julie Lepin Appointed Head of Re |
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| May 10, 2022 |
As filed with the Securities and Exchange Commission on May 10, 2022 As filed with the Securities and Exchange Commission on May 10, 2022 Registration No. |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 10, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission F |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| May 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Sana Biotechnology, Inc. |
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| May 10, 2022 |
Exhibit 99.1 Sana Biotechnology Reports First Quarter 2022 Financial Results and Business Updates Plans to present data at multiple scientific conferences in 2022, starting with AACR and ASGCT Q1 2022 cash position of $657.4 million Expect to file INDs this year for ex vivo hypoimmune allogeneic CAR T and in vivo fusogen CAR T SEATTLE ? May 10, 2022 ? Sana Biotechnology, Inc. (NASDAQ: SANA), a com |
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| April 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (a |
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| March 16, 2022 |
Exhibit 10.15(d) CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Third Amendment to License Agreement This Third Amendment (this ?Third Amendment?), is effective as of May 20, 2021 (the ?Third Amendment Effective Date?), by and between The President an Fellows of H |
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| March 16, 2022 |
First Amendment to 2021 Incentive Award Plan, dated as of December 8, 2021. Exhibit 10.4(b) SANA BIOTECHNOLOGY, INC. 2021 INCENTIVE AWARD PLAN AMENDMENT This Amendment No. 1 to the 2021 Incentive Award Plan (this ?Amendment?) is made by Sana Biotechnology, Inc. (the ?Company?) as of December 8, 2021 (the ?Effective Date?). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the 2021 Incentive Award Plan (as amended, the ?Plan |
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| March 16, 2022 |
Non-Employee Director Compensation Program Exhibit 10.11 SANA BIOTECHNOLOGY, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Adopted December 8, 2021 This Sana Biotechnology, Inc. (the ?Company?) Non-Employee Director Compensation Program (this ?Program?) has been adopted under the Company?s 2021 Incentive Award Plan (the ?Plan?). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan. Cash Compensation |
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| March 16, 2022 |
Exhibit 10.25 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT ? EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (?PHS?) Technology Transfer Po |
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| March 16, 2022 |
Exhibit 99.1 Sana Biotechnology Reports Fourth Quarter and Full Year 2021 Financial Results and Business Updates Plans to present data at multiple scientific conferences in 2022 Expects to file INDs for leading CAR T ex vivo program, SC291, and in vivo program, SG295, in 2022 2021 year-end cash position of $746.9 million SEATTLE ? March 16, 2022 ? Sana Biotechnology, Inc. (NASDAQ: SANA), a company |
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| March 16, 2022 |
Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan. Exhibit 10.4(d) SANA BIOTECHNOLOGY, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Sana Biotechnology, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2021 Incentive Award Plan, as may be amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?), an option to purchase the number of shares of the Company?s Common Stock (the ?Shares?), |
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| March 16, 2022 |
Fourth Amendment to 2018 Equity Incentive Plan, dated as of December 8, 2021 Exhibit 10.3(d) SANA BIOTECHNOLOGY, INC. 2018 EQUITY INCENTIVE PLAN AMENDMENT This Amendment No. 4 to the 2018 Equity Incentive Plan (this ?Amendment?) is made by Sana Biotechnology, Inc. (the ?Company?) as of December 8, 2021 (the ?Effective Date?). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the 2018 Equity Incentive Plan (as amended, the ?P |
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| March 16, 2022 |
Exhibit 10.15(e) CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED FOURTH AMENDMENT TO LICENSE AGREEMENT This Fourth Amendment (this ?Fourth Amendment?), is effective as of October 25, 2021 (the ?Fourth Amendment Effective Date?), by and between President an Fellows |
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| March 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 16, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39941 Sana Biotechnol |
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| February 14, 2022 |
CUSIP No. 799566104 Page 16 of 17 Pages EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 1 |
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| February 14, 2022 |
SANA / Sana Biotechnology, Inc. / Flagship Ventures Fund V, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sana Biotechnology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 799566104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 14, 2022 |
SANA / Sana Biotechnology, Inc. / CANADA PENSION PLAN INVESTMENT BOARD - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Sana Biotechnology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 799566104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of thi |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ???)* Sana Biotechnology, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 799566104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| January 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 7, 2022 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissio |
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| January 11, 2022 |
Corporate Presentation January 2022 Exhibit 99.1 This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the ?Company,? ?we,? ?us,? or ?our?) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, statements regarding the Company?s strategy, expectations, cash |
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| January 11, 2022 |
Exhibit 99.2 Sana Biotechnology Obtains Exclusive License from National Institutes of Health for CD22 CAR Construct License will enable Sana?s in vivo and ex vivo engineered T cell programs for B cell malignancies Technology expected to help address key relapse challenges for CD19-directed CAR T cell therapies SEATTLE ? January 11, 2022 ? Sana Biotechnology, Inc. (NASDAQ: SANA), a company focused |
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| November 8, 2021 |
2018 Equity Incentive Plan, as amended. Exhibit 10.3(a) SANA BIOTECHNOLOGY, INC. 2018 EQUITY INCENTIVE PLAN (Revised November 2, 2018) 1.Purpose. The purpose of the Plan is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities a |
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| November 8, 2021 |
Exhibit 99.1 Sana Biotechnology Reports Third Quarter 2021 Financial Results and Business Updates Announced license agreement for Beam?s CRISPR Cas12b nuclease system for certain ex vivo engineered cell therapy programs Q3 2021 cash position of $866.1 million SEATTLE ? November 8, 2021 ? Sana Biotechnology, Inc. (NASDAQ: SANA), a company focused on creating and delivering engineered cells as medic |
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| November 8, 2021 |
Confidential Execution Version Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED OPTION AND LICENSE AGREEMENT This Option and License Agreement (this ?Agreement?) is made as of October 15, 2021 (the ?Effective Date?), by and between Beam Therapeutics Inc |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| November 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| October 19, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 15, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commissi |
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| October 19, 2021 |
Exhibit 99.1 Sana Biotechnology Obtains a Non-Exclusive License to CRISPR Cas12b Gene Editing Technology from Beam Therapeutics to Enable Engineered Cell Programs Agreement combines Beam?s gene editing technology with Sana?s ex vivo platform SEATTLE ? October 19, 2021 ? Sana Biotechnology, Inc. (NASDAQ: SANA), a company focused on creating and delivering engineered cells as medicines, today announ |
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| September 13, 2021 |
Corporate Presentation September 2021 Exhibit 99.1 Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements about Sana Biotechnology, Inc. (the ?Company,? ?we,? ?us,? or ?our?) within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this presentation, including, among others, statemen |
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| September 13, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 13, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commis |
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| September 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 1, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commiss |
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| August 4, 2021 |
Lease Agreement, effective July 13, 2021, by and between the Company and Pacific Commons Owner, LP. Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED LEASE AGREEMENT BETWEEN PACIFIC COMMONS OWNER, LP, a Delaware limited partnership, AS LANDLORD AND Sana Biotechnology, Inc., a Delaware corporation AS TENANT 5567 Cushing Parkway Fremont, California {0431 |
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| August 4, 2021 |
Exhibit 99.1 Sana Biotechnology Reports Second Quarter 2021 Financial Results and Business Updates Presented data showing immune evasion and survival after transplantation of allogeneic cells into primates without immune suppression at ISSCR 2021 Entered long-term lease to establish manufacturing facility in San Francisco Bay Area Q2 2021 cash position of $930.8 million SEATTLE ? August 4, 2021 ? |
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| August 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 4, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| July 30, 2021 |
As filed with the Securities and Exchange Commission on July 30, 2021 As filed with the Securities and Exchange Commission on July 30, 2021 Registration No. |
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| July 30, 2021 |
Sana Biotechnology, Inc. Restricted Stock Unit Plan EX-99.1 4 d205566dex991.htm EX-99.1 Exhibit 99.1 SANA BIOTECHNOLOGY, INC. RESTRICTED STOCK UNIT PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with restricted stock units th |
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| July 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 13, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| May 5, 2021 |
Exhibit 99.1 Sana Biotechnology Reports First Quarter 2021 Financial Results and Business Updates Presented key proof of concept data for multiple platforms at AACR 2021 Q1 2021 cash position of $981.9 million SEATTLE ? May 5, 2021 ? Sana Biotechnology, Inc. (NASDAQ: SANA), a company focused on creating and delivering engineered cells as medicines, today reported financial results and business hig |
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| May 5, 2021 |
Exhibit 10.24 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment (?Third Amendment?), dated as of March 22, 2021 (the ?Third Amendment Effective Date?), to Agreement and Plan of Merger is entered into by and between Sana Biotechnology, Inc., a Delaware corporation (?Parent?), and VentureLabs VI, Inc., a Delaware corporation, solely in its capacity as the Stockholders? Representat |
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| May 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39941 Sana Biotechnology, Inc. |
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| May 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 5, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 24, 2021 |
Exhibit 21.1 List of Subsidiaries Cobalt Biomedicine, Inc. (Delaware) Oscine Corp. (Delaware) Cytocardia, Inc. (Delaware) |
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| March 24, 2021 |
Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 24, 2021 |
Exhibit 99.1 Sana Biotechnology Reports Fourth Quarter and 2020 Financial Results and Business Updates Expects to present data at multiple scientific conferences in 2021 2020 year-end cash position of $412 million Further strengthened cash position with $627 million in net IPO proceeds SEATTLE ? March 24, 2021 ? Sana Biotechnology, Inc. (NASDAQ: SANA), a company focused on creating and delivering |
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| March 24, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 24, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commission |
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| March 24, 2021 |
Exhibit 4.3 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 24, 2021, Sana Biotechnology, Inc. had one class of common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The shares are listed on the Nasdaq Global Select Market under the trading symbol ?SANA.? The foll |
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| March 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 24, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Commiss |
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| February 9, 2021 |
Amended and Restated Certificate of Incorporation EX-3.1 Exhibit 3.1 SANA BIOTECHNOLOGY, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sana Biotechnology, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of the Corporation is Sana Biotechnology, Inc. The original Certificate of Incorporation of the Corporation was filed with t |
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| February 9, 2021 |
EX-3.2 Exhibit 3.2 Amended and Restated Bylaws of Sana Biotechnology, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Proce |
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| February 9, 2021 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 8, 2021 SANA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39941 83-1381173 (State or other jurisdiction of incorporation) (Comm |
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| February 8, 2021 |
S-8 As filed with the Securities and Exchange Commission on February 8, 2021 Registration No. |
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| February 5, 2021 |
23,500,000 Shares Common Stock Prospectus Filed Pursuant to Rule 424(b)(4) Table of Contents Index to Financial Statements Filed Pursuant to Rule 424(b)(4) Registration No. |
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| February 3, 2021 |
S-1MEF As filed with the Securities and Exchange Commission on February 3, 2021 Registration No. |
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| February 3, 2021 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on February 3, 2021 Registration No. |
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| February 2, 2021 |
EX-10.23 2 d60414dex1023.htm EX-10.23 Exhibit 10.23 Confidential CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED NON-EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT This Non-Exclusive License and Development Agreement (the “Agreement”) is entered into and made effectiv |
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| February 2, 2021 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on February 2, 2021 Registration No. |
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| February 1, 2021 |
CORRESP 2 filename2.htm February 1, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Mary Mast Ada D. Sarmento Mary Beth Breslin Re: Sana Biotechnology, Inc. Registration Statement on Form S-1 (File No. 333-252061) Ladies and Gentlemen: Pursuant to Rule 460 of the General Rules and Regulations un |
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| February 1, 2021 |
CORRESP 1 filename1.htm Sana Biotechnology, Inc. 188 East Blaine Street, Suite 400 Seattle, WA 98102 February 1, 2021 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Tracie Mariner Mary Mast Ada D. Sarmento Mary Beth Breslin Re: Sana Biotechnology, Inc. Registrati |
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| January 28, 2021 |
EX-3.4 Exhibit 3.4 Amended and Restated Bylaws of Sana Biotechnology, Inc. (a Delaware corporation) Table of Contents Page Article I—Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II—Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Procedure |
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| January 28, 2021 |
January 28, 2021 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 28, 2021 |
Exhibit 10.5 SANA BIOTECHNOLOGY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consists |
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| January 28, 2021 |
EX-10.4(d) Exhibit 10.4(d) SANA BIOTECHNOLOGY, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Sana Biotechnology, Inc., a Delaware corporation, (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “R |
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| January 28, 2021 |
Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan EX-10.4(b) Exhibit 10.4(b) SANA BIOTECHNOLOGY, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Sana Biotechnology, Inc., a Delaware corporation, (the “Company”), pursuant to its 2021 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock (the |
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| January 28, 2021 |
EX-10.21(E) 16 d60414dex1021e.htm EX-10.21(E) Exhibit 10.21(e) CONFIDENTIAL CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 4 TO EXCLUSIVE START-UP LICENSE AGREEMENT BETWEEN SANA BIOTECHNOLOGY, INC. AND UNIVERSITY OF WASHINGTON THIS AMENDMENT NO. 4 (“ |
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| January 28, 2021 |
Form of Underwriting Agreement Exhibit 1.1 [•] Shares SANA BIOTECHNOLOGY, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT February [•], 2021 1 February [•], 2021 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC J.P. Morgan Securities LLC BofA Securities, Inc. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Mor |
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| January 28, 2021 |
EX-10.21(c) Exhibit 10.21(c) CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 2 TO EXCLUSIVE START-UP LICENSE AGREEMENT BETWEEN CYTOCARDIA, INC. AND UNIVERSITY OF WASHINGTON THIS AMENDMENT NO. 2 (“Amendment No. 2”), with an effective date of July 16, 2 |
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| January 28, 2021 |
EX-21.1 17 d60414dex211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries Cobalt Biomedicine, Inc. (Delaware) Oscine Corp. (Delaware) Cytocardia, Inc. (Delaware) |
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| January 28, 2021 |
Form of Indemnification and Advancement Agreement for directors and officers EX-10.2 Exhibit 10.2 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Sana Biotechnology, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between |
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| January 28, 2021 |
Amendment No. 1 to Form S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on January 28, 2021 Registration No. 333-252061 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sana Biotechnology, Inc. (Exact Name of Registrant as Specified in |
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| January 28, 2021 |
EX-3.2 Exhibit 3.2 SANA BIOTECHNOLOGY, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sana Biotechnology, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of the Corporation is Sana Biotechnology, Inc. The original Certificate of Incorporation of the Corporation was filed with t |
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| January 28, 2021 |
Form of Common Stock Certificate. EX-4.2 Exhibit 4.2 Exhibit 4.2 Sana Biotechnology NUMBER SB INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SHARES CUSIP 799566 10 4 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF SANA BIOTECHNOLOGY, INC. transferable on the books of the Corporation in person or by |
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| January 28, 2021 |
Amended and Restated Certificate of Incorporation, as amended, currently in effect EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SANA BIOTECHNOLOGY, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Sana Biotechnology, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1 |
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| January 28, 2021 |
EX-10.4(a) Exhibit 10.4(a) SANA BIOTECHNOLOGY, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following words a |
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| January 28, 2021 |
EX-10.4(C) 11 d60414dex104c.htm EX-10.4(C) Exhibit 10.4(c) SANA BIOTECHNOLOGY, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE Sana Biotechnology, Inc., a Delaware corporation, (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) the number of shares of the Company’s Co |
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| January 28, 2021 |
Non-Employee Director Compensation Program EX-10.11 14 d60414dex1011.htm EX-10.11 Exhibit 10.11 SANA BIOTECHNOLOGY, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Sana Biotechnology, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”) and shall be effective upon the closing of the Company’s initial public offering of its common st |
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| January 25, 2021 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sana Biotechnology, Inc. (Exact name of registrant as specified in its charter) Delaware 83-1381173 (State or incorporation or organization) (IRS Employer Identification No.) 188 East Blaine |
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| January 20, 2021 |
140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Century City Orange County Chicago Paris January 20, 2021 Dubai Riyadh D?sseldorf Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai Houston Silicon Valley London Singapore Los A |
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| January 13, 2021 |
Amended and Restated Certificate of Incorporation, as amended, currently in effect EX-3.1(a) Exhibit 3.1(a) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SANA BIOTECHNOLOGY, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Sana Biotechnology, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERT |
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| January 13, 2021 |
EX-10.1 Exhibit 10.1 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT SANA BIOTECHNOLOGY, INC. FEBRUARY 13, 2019 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 13, 2019, by and among Sana Biotechnology, Inc. a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto |
