SANA 8-K
Sana Biotechnology, Inc. (SANA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On April 10, 2026 (the “Effective Date”), Sana Biotechnology, Inc. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Mayo Clinic, pursuant to which the Company agreed to sell to Mayo Clinic, and Mayo Clinic agreed to purchase from the Company, (i) 7,507,507 shares (the “Initial Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a price of $3.33 per share (the “Per Share Purchase Price”), for gross proceeds of approximately $25.0 million, and (ii) if elected by Mayo Clinic on or prior to August 31, 2026 (the “Election”), an additional 7,507,507 shares of Common Stock (the “Additional Shares,” and together with the Initial Shares, the “Shares”) at the Per Share Purchase Price, for additional gross proceeds of approximately $25.0 million (collectively, the “Transaction”).
The Shares were offered pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-293981) (the “Registration Statement”), and a related prospectus and prospectus supplement, each filed with the Securities and Exchange Commission (“SEC”).
The closing of the purchase and sale of the Initial Shares is expected to occur on or about April 15, 2026. If the Election is made, the closing of the purchase and sale of the Additional Shares is expected to occur between the tenth and twentieth business days following Mayo Clinic’s delivery of the Election to the Company, in each case, subject to customary closing conditions. The Company has agreed to use the net proceeds from the Transaction for the development of products upon which an affiliate of Mayo Clinic has the right to receive royalties pursuant to a collaboration and license agreement, dated April 10, 2026, between the Company and such affiliate (the “License Agreement”), including SC451 and certain genetically modified stem-cell derived islet cell products, as set forth in the License Agreement. Pursuant to the Stock Purchase Agreement, Mayo Clinic has agreed not to sell, transfer, or otherwise dispose of any securities of the Company, subject to certain exceptions, until the later of (i) the date that is six months from the closing of the purchase and sale of the Initial Shares, and (ii) if the Election is made, the date that is three months from the closing of the purchase and sale of the Additional Shares. The Company’s cash position of $138.4 million as of December 31, 2025, together with the Company’s anticipated net proceeds of approximately $24.9 million from the closing of the purchase and sale of the Initial Shares, is expected to provide cash sufficient to fund the Company’s operations into 2027.
The representations, warranties, and covenants contained in the Stock Purchase Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Stock Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Stock Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing description of the Stock Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, relating to the legality of the issuance and sale of the Shares offered in the Transaction is attached as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements, including statements about the Company’s expectations regarding the timing and closing of the purchase and sale of the Shares, the amount and the Company’s use of the net proceeds from the Transaction, and the sufficiency of the Company’s cash to fund its future operations. These forward-looking statements reflect the Company’s views regarding current expectations and projections about future events and conditions and are based on currently available information, including its current expectations, estimates, forecasts and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, and financial needs. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict, including uncertainties related to the satisfaction of customary closing conditions related to the Transaction, the risks inherent in drug development such as those associated with the initiation, cost, timing, progress, and results of the Company’s current and future research and development programs, preclinical and clinical trials, economic, market, and social disruptions, uncertainties relating to the assumptions and estimates underlying the Company’s expectations regarding the sufficiency of its cash to fund its future operations, and the Risk Factors identified in the Company’s filings with the SEC, including the Company’s Annual Report on 10-K for the year ended December 31, 2025; therefore, the Company’s actual results could differ materially from those expressed, implied or forecast in any such forward-looking statements. Expressions of future goals and expectations and similar expressions, including “may,” “will,” “should,” “could,” “aims,” “seeks,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” and “continue,” reflecting something other than historical fact are intended to identify
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forward-looking statements. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the reports and documents the Company files or furnishes from time to time with the SEC, particularly its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
Exhibit Number |
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Description |
5.1 |
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10.1 |
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Stock Purchase Agreement by and between the Company and Mayo Clinic, dated as of April 10, 2026 |
23.1 |
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Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1) |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Sana Biotechnology, Inc. |
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Date: April 13, 2026 |
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By: |
/s/ Aaron M. Grossman |
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Aaron M. Grossman |
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Executive Vice President, Chief Legal Officer |
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Exhibit 5.1
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Wilson Sonsini Goodrich & Rosati 650 Page Mill Road o: 650.493.9300 |
April 13, 2026
Sana Biotechnology, Inc.
188 East Blaine Street, Suite 350
Seattle, Washington 98102
Re: Registration Statement on Form S-3 (Registration No. 333-293981)
Ladies and Gentlemen:
We have acted as counsel to Sana Biotechnology, Inc., a Delaware corporation (the “Company”), in connection with the registration of the offer and sale by the Company of up to 15,015,014 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, pursuant to the Company’s automatically effective Registration Statement on Form S-3 (Registration No. 333-293981), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on March 3, 2026 (the “Registration Statement”).
The Shares are being sold pursuant to the Stock Purchase Agreement, dated as of April 10, 2026, by and between the Company and Mayo Clinic (the “Purchase Agreement”).
We have examined copies of the Purchase Agreement, the Registration Statement, the base prospectus that forms a part thereof and the prospectus supplement thereto related to the offering of the Shares, which prospectus supplement is dated as of April 10, 2026 and was filed by the Company in accordance with Rule 424(b) promulgated under the Act. We have also examined instruments, documents, certificates and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies, (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed, (iv) that the Purchase Agreement has been duly authorized and validly executed and delivered by the parties thereto (other than the Company), and (v) the legal capacity of all natural persons.
Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment
austin boston BOULDER brussels Century City hong kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de
Sana Biotechnology, Inc.
April 13, 2026
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therefor in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid and nonassessable.
We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware.
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We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed on or about the date hereof, for incorporation by reference into the Registration Statement and to the use of our name in the prospectus supplement under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
WILSON SONSINI GOODRICH & ROSATI Professional Corporation
Exhibit 10.1
CONFIDENTIAL
Execution Copy
SANA BIOTECHNOLOGY, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this “Agreement”) is made as of April 10, 2026 (the “Effective Date”), by and between Sana Biotechnology, Inc., a Delaware corporation (the “Company”), and Mayo Clinic, a Minnesota non-profit corporation (the “Purchaser”).
WHEREAS, the Purchaser desires to purchase from the Company, and the Company has agreed to sell to the Purchaser, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in accordance with the terms and conditions of this Agreement.
WHEREAS, the Purchaser and the Company and/or their respective affiliates are concurrently entering that certain Collaboration and License Agreement pursuant to which (i) the Purchaser and the Company and/or their respective affiliates will collaborate to advance the care, treatment, and therapeutic access to advanced cell therapies for patients, including diabetes patients, and (ii) the Purchaser and/or its affiliate(s) will license certain know-how and intellectual property to the Company in exchange for certain consideration (such agreement, the “License Agreement”).
AGREEMENT
In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
The Company has authorized the sale and issuance of up to an aggregate of 15,015,014 shares of its Common Stock (the “Shares”) at the Initial Closing and, if applicable, the Second Closing (each as defined below) to the Purchaser on the terms and subject to the conditions set forth in this Agreement.
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Except as disclosed in the Registration Statement, the Prospectus Supplement or the SEC Documents (as defined in Section 4.3 below), the Company hereby represents and warrants to the Purchaser as follows:
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The Purchaser represents and warrants to the Company that:
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Each of the Company and the Purchaser hereby represents that no broker, investment banker, financial advisor or other individual, corporation, general or limited partnership, limited liability company, firm, joint venture, association, enterprise, joint securities company, trust, unincorporated organization or other entity is entitled to any broker’s, finder’s, financial advisor’s financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 6 being untrue.
Notwithstanding anything to the contrary in this Agreement, during the period beginning on the Effective Date and ending on the later of (i) the date that is six months from the Initial Closing Date, or, (ii) if the Purchaser delivers the Second Closing Notice in accordance with Section 2.1(b) of this Agreement, the date that is three months from the Second Closing Date (the “Lock-Up Period”), the Purchaser shall not, whether any such transaction described in clause (1) or (2) below is to be settled by delivery of Common Stock or other securities, in cash, or otherwise: (1) directly or indirectly, lend; offer; sell; transfer; pledge; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right or warrant to purchase; transfer the economic risk of ownership of; or otherwise dispose of
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any securities of the Company (whether such shares or any such securities are then owned by the Purchaser or are thereafter acquired); or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, except:
All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows:
Sana Biotechnology, Inc.
188 East Blaine Street, Suite 350
Seattle, Washington 98102 USA
Attn: Chief Legal Officer
With a required copy via email:
with a copy to (which shall not constitute notice):
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
Attn:
Email:
or to such other Person at such other place as the Company shall designate to the Purchaser in writing; and
Mayo Clinic
200 First Street SW
Rochester, MN 55905
Attn: Department of Business Development
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Email:
and
Mayo Clinic
200 First Street SW
Rochester, MN 55905
Attn: General Counsel
with a copy to (which shall not constitute notice):
Butler Snow LLP
6075 Poplar Avenue, Suite 500
Memphis, Tennessee 38119
Attn:
Email:
or to such other Person at such other place as the Purchaser shall designate to the Company in writing.
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(b) No Separate Releases / Statements. Except for a Required Securities Disclosure (as defined below), neither party shall issue or cause the issuance of any press release, or make any other public announcement or public statement (written or oral), directly or indirectly, concerning this Agreement, the terms and conditions hereof, or the transactions contemplated hereby, or the License Agreement, other than the Joint Press Release or a press release, public announcement or public statement (written or oral) containing information (including any quotes, descriptions of the parties, and use of names and logos) that is consistent with the Joint Press Release, without the prior written consent and approval of the other party.
(c) Required Securities Disclosures. Notwithstanding the foregoing, the Company may make such public disclosure as the Company determines in good faith is required to comply with applicable U.S. federal or state securities laws, Commission rules or regulations, or the rules of the Trading Market (a “Required Securities Disclosure”); provided that to the extent legally permitted and practicable the Company shall (i) provide the Purchaser prompt advance written notice and a copy of the proposed disclosure to the extent it relates to the Purchaser and/or the Related Transactions, (ii) provide the Purchaser a reasonable opportunity to review and comment, and (iii) consider in good faith any such comments. If timing does not permit advance review, the Company shall provide notice and the disclosure as soon as reasonably practicable thereafter. For clarity, the Company shall not issue any press release as a Required Securities Disclosure unless such press release is the Joint Press Release (or a mutually approved update thereto).
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
COMPANY:
SANA BIOTECHNOLOGY, INC.
By: /s/ Steven Harr, M.D.
Steven Harr, M.D.
President and Chief Executive Officer
[Signature Page to Stock Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
PURCHASER:
MAYO CLINIC
By: /s/ Andrew Danielsen
Name: Andrew Danielsen
Title: Chief Business Development Officer
[Signature Page to Stock Purchase Agreement]
SCHEDULE A
WIRE INSTRUCTIONS
[separately attached]