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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 2.02 Results of Operations and Financial Condition.
On May 8, 2025, Sana Biotechnology, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On May 8, 2025, the Company entered into a sales agreement (“Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”) to sell shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), having an aggregate offering price of up to $119.0 million, from time to time, through an “at the market offering” program under which TD Cowen will act as sales agent.
Immediately prior to entering into the Sales Agreement, the Company terminated its sales agreement, dated August 4, 2022, between the Company and TD Cowen (as successor to Cowen and Company, LLC) (the “Prior Sales Agreement”). As of the termination of the Prior Sales Agreement, the Company had sold an aggregate of approximately 4.9 million shares of Common Stock under the Prior Sales Agreement for gross proceeds of approximately $30.6 million, resulting in an unsold aggregate offering price of approximately $119.4 million. Following the termination of the Prior Sales Agreement, the Company may not offer or sell any additional shares of Common Stock under the Prior Sales Agreement or the related prospectus, dated May 1, 2023.
Under the Sales Agreement, the Company will set the parameters for the sale of shares of Common Stock, including the number or dollar amount of shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of shares that may be sold in any one trading day, and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, TD Cowen may sell the shares in negotiated transactions, including block trades or block sales, or by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including without limitation sales made through the Nasdaq Global Select Market or any other trading market for the Common Stock, or by any method permitted by law. TD Cowen has agreed to use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules, and regulations, and the rules of The Nasdaq Stock Market, Inc. As specified in the Sales Agreement, the Sales Agreement may be terminated by the Company upon written notice to TD Cowen for any reason or by TD Cowen upon written notice to the Company for any reason or at any time under certain circumstances, including in the event of a material adverse change in the Company, subject to the terms of the Sales Agreement.
The Sales Agreement provides that TD Cowen will be entitled to compensation for its services of up to 3.0% of the gross proceeds from the sales of shares of Common Stock through TD Cowen under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend sales of shares under the Sales Agreement. The Sales Agreement contains customary representations, warranties, and agreements by the Company, indemnification obligations of the Company and TD Cowen, other obligations of the parties, and termination provisions.
On May 8, 2025, the Company will file with the Securities and Exchange Commission (“SEC”) a prospectus supplement (“Prospectus Supplement”) under the Company’s effective Registration Statement on Form S-3 (File No. 333-277584) (as amended, “Registration Statement”) in connection with the offer and sale of shares of its Common Stock under the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (“Current Report”) and incorporated herein by reference.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the validity of the shares of Common Stock to be sold under the Sales Agreement is filed as Exhibit 5.1 to this Current Report and is hereby incorporated by reference into the Registration Statement.
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy the shares of Common Stock discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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1.1 |
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5.1 |
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation |
23.1 |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: May 8, 2025 |
By: |
/s/ Susan Wyrick |
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Susan Wyrick |
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Acting Chief Financial Officer |
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(Principal Accounting Officer) |
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:
The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-277584), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to TD Cowen, for use by TD Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Any registration statement and amendments thereto filed pursuant to Rule 462(b) of the Securities Act and relating to the offering covered by the Registration Statement is herein called a “Rule 462(b) Registration Statement” and, after such filing, the “Registration Statement” shall include any Rule 462(b) Registration Statement. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as
defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Placement Shares that (i) is consented to by TD Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval system or any successor thereto (collectively, “EDGAR”).
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Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Placement Shares pursuant to this Agreement and, by notice to TD Cowen given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Placement Shares, and TD Cowen shall not be obligated to offer or sell any Placement Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) at any time from and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an “Earnings Announcement”) through and including the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.
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The Placement Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of the Placement Shares will not be subject to any preemptive or similar rights that have not been validly waived.
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No other financial statements or supporting schedules are required to be included in the Registration Statement or the Prospectus.
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Any certificate signed by an officer of the Company and delivered to TD Cowen or to counsel for TD Cowen pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company to TD Cowen as to the matters set forth therein.
The Company acknowledges that TD Cowen and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to TD Cowen, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
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[Remainder of Page Intentionally Blank]
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If the foregoing correctly sets forth the understanding between the Company and TD Cowen, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and TD Cowen.
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Very truly yours, |
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TD SECURITIES (USA) LLC |
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By: |
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/s/ Michael Murphy |
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Name: Michael Murphy |
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Title: Managing Director |
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ACCEPTED as of the date first-above written: |
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SANA BIOTECHNOLOGY, INC. |
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By: |
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/s/ Steven D. Harr, M.D. |
Name: Steven D. Harr, M.D. |
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Title: President and Chief Executive Officer |
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SCHEDULE 1
FORM OF PLACEMENT NOTICE
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From: |
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[ ] |
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Cc: |
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To: |
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Subject: |
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TD Cowen At the Market Offering—Placement Notice |
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Gentlemen:
Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Sana Biotechnology, Inc. (the “Company”), and TD Securities (USA) LLC (“TD Cowen”) dated May 8, 2025 (the “Agreement”), I hereby request on behalf of the Company that TD Cowen sell up to [ ] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold].
SCHEDULE 2
Notice Parties
Company
Steven D. Harr, M.D., President and Chief Executive Officer
Susan D. Wyrick, Acting Chief Financial Officer
TD Cowen
Michael J. Murphy Managing Director
William Follis Managing Director
Adriano Pierroz Director
Megan Sanford Analyst
SCHEDULE 3
Compensation
TD Cowen shall be paid compensation up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement.
Exhibit 7(m)
OFFICER CERTIFICATE
The undersigned, the duly qualified and elected _______________________, of Sana Biotechnology, Inc. (“Company”), a Delaware corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated May 8, 2025 (the “Sales Agreement”), between the Company and TD Securities (USA) LLC, that to the best of the knowledge of the undersigned:
(i) The representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change, are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and
(ii) The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof.
Cooley LLP and Wilson Sonsini Goodrich & Rosati PC are entitled to rely upon this Certificate in connection with the opinions given by such firms pursuant to the Sales Agreement.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement.
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SANA BIOTECHNOLOGY, INC. |
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By: |
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Name: |
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Title: |
Date:
Exhibit 5.1
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Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304-1050 o: 650.493.9300 |
May 8, 2025
Sana Biotechnology, Inc.
188 East Blaine Street, Suite 400
Seattle, Washington 98102
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Sana Biotechnology, Inc., a Delaware corporation (the “Company”), in connection with the registration of the proposed offer and sale of up to $119,000,000 of shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-277584), as amended, filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and declared effective on March 21, 2025 (the “Registration Statement”), the prospectus contained within the Registration Statement (the “Base Prospectus”), and the prospectus supplement thereto related to the offering of the Shares, which prospectus supplement is dated as of May 8, 2025, and will be filed by the Company in accordance with Rule 424(b) promulgated under the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”).
The offering and sale of the Shares are being made pursuant to the Sales Agreement, dated as of May 8, 2025 (the “Sales Agreement”), by and between the Company and TD Securities (USA) LLC.
We have examined copies of the Sales Agreement, the Registration Statement and the Prospectus. 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: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (d) that the Sales Agreement has been duly authorized and validly executed and delivered by the parties thereto (other than the Company); (e) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus; and (f) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
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 therefor in accordance with the terms of the Sales Agreement, will be validly issued, fully paid and nonassessable.
austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de
We express no opinion as to the laws of any other jurisdiction, other than the federal laws of the United States of America and 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 wherever it appears in the Registration Statement, the Prospectus and in any amendment or supplement thereto. 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 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
Enrolling patients in the GLEAM trial for SC291 in B-cell mediated autoimmune diseases and VIVID trial for SC262 in relapsed/refractory B-cell malignancies; expect to report clinical data from both studies in 2025
Presented preclinical data in non-human primates showing safety and deep B-cell depletion using a surrogate for SG299, an in vivo CAR T with CD8-targeted fusogen delivery of a CD19-directed CAR
Expect to file investigational new drug applications (INDs) for SC451 in type 1 diabetes and for SG299 in B-cell related diseases as early as 2026
Q1 2025 cash position of $104.7 million; expected cash runway into 2026
SEATTLE — May 8, 2025 — Sana Biotechnology, Inc. (NASDAQ: SANA), a company focused on creating and delivering engineered cells as medicines, today reported financial results and business highlights for the first quarter 2025.
“Type 1 diabetes (T1D) remains a large, unmet need, impacting the lives of over 9 million people, and we have made significant progress in 2025 toward a functional cure of this disease,” said Steve Harr, Sana’s President and Chief Executive Officer. “We recently presented 12-week clinical data for UP421, showing that hypoimmune-modified pancreatic islets transplanted without any immunosuppression continue to evade immune detection and function three months after transplant, a result that we expect to continue over time and to be broadly generalizable across the population. Additionally, we have established the foundation for a genomically stable, gene-modified master cell bank, a difficult and essential step that clears the path toward an IND as early as 2026 and makes a scalable solution for people with T1D a realistic possibility.”
Recent Corporate Highlights
Announced positive initial results from an investigator-sponsored, first-in-human study transplanting UP421, an allogeneic primary islet cell therapy engineered with hypoimmune platform (HIP) technology, into a patient with type 1 diabetes without the use of any immunosuppression.
Advancing our pipeline across multiple indications and modalities:
First Quarter 2025 Financial Results
GAAP Results
Non-GAAP Measures
A discussion of non-GAAP measures, including a reconciliation of GAAP and non-GAAP measures, is presented below under “Non-GAAP Financial Measures.”
About Sana
Sana Biotechnology, Inc. is focused on creating and delivering engineered cells as medicines for patients. We share a vision of repairing and controlling genes, replacing missing or damaged cells, and making our therapies broadly available to patients. We are a passionate group of people working together to create an enduring company that changes how the world treats disease. Sana has operations in Seattle, WA, Cambridge, MA, South San Francisco, CA and Bothell, WA.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws, including those related to the company’s vision, progress, and business plans; expectations for its development programs, product candidates and technology platforms, including its preclinical, clinical, and regulatory development plans and timing expectations, including with respect to the substance and timing of potential INDs and potential indications for its product candidates; the potential ability of HIP-modified cells to evade immune detection and function over time across the population; expectations with respect to development of a genomically stable, gene-modified cell bank, including the potential impact thereof; expectations regarding the timing, substance, significance, and impact of data from clinical trials of the Company’s product candidates and technologies and an IST utilizing HIP-modified primary islet cells in patients with type 1 diabetes across multiple disease settings, including type 1 diabetes, B-cell mediated autoimmune diseases, and oncology, including expectations for reporting of additional data from the IST at scientific conferences and/or in peer-reviewed publications; the potential ability of SC291 to be safely dosed and demonstrate deep B-cell depletion and to translate into clinical benefit for patients with B-cell mediated autoimmune diseases; and expectations regarding the Company’s cash runway. All statements other than statements of historical facts contained in this press release, including, among others, statements regarding the Company’s strategy, expectations, cash runway and future financial condition, future operations, and prospects, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. The Company has based these forward-looking statements largely on 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. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. These statements are subject to risks and uncertainties that could cause the actual results to vary materially, including, among others, 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, as well as economic, market, and social disruptions. For a detailed discussion of the risk factors that could affect the Company’s actual results, please refer to the risk factors identified in the Company’s Securities and Exchange Commission (SEC) reports, including but not limited to its Quarterly Report on Form 10-Q dated May 8, 2025. Except as required by law, the Company undertakes no obligation to update publicly any forward-looking statements for any reason.
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Investor Relations & Media:
Nicole Keith
Sana Biotechnology, Inc.
Unaudited Selected Consolidated Balance Sheet Data
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March 31, 2025 |
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December 31, 2024 |
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(in thousands) |
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Cash, cash equivalents, and marketable securities |
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$ |
104,701 |
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$ |
152,497 |
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Total assets |
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445,470 |
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501,020 |
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Contingent consideration |
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110,832 |
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108,968 |
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Success payment liabilities |
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4,649 |
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4,556 |
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Total liabilities |
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236,391 |
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250,516 |
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Total stockholders' equity |
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209,079 |
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250,504 |
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Sana Biotechnology, Inc.
Unaudited Consolidated Statements of Operations
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Three Months Ended March 31, |
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2025 |
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2024 |
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(in thousands, except per share data) |
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Operating expenses: |
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Research and development |
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$ |
37,189 |
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$ |
56,448 |
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Research and development related success payments and contingent consideration |
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1,957 |
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38,007 |
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General and administrative |
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11,484 |
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16,269 |
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Total operating expenses |
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50,630 |
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110,724 |
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Loss from operations |
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(50,630 |
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(110,724 |
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Interest income, net |
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992 |
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3,034 |
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Other income, net |
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249 |
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215 |
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Net loss |
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$ |
(49,389 |
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$ |
(107,475 |
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Net loss per common share – basic and diluted |
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$ |
(0.21 |
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$ |
(0.49 |
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Weighted-average number of common shares – basic and diluted |
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237,578 |
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217,290 |
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Sana Biotechnology, Inc.
Changes in the Estimated Fair Value of Success Payments and Contingent Consideration
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Success Payment |
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Contingent |
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Total Success Payment Liability and Contingent Consideration |
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Liability balance as of December 31, 2024 |
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$ |
4,556 |
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$ |
108,968 |
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$ |
113,524 |
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Changes in fair value – expense |
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93 |
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1,864 |
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1,957 |
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Liability balance as of March 31, 2025 |
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$ |
4,649 |
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$ |
110,832 |
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$ |
115,481 |
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Total change in fair value for the three months ended March 31, 2025 |
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$ |
93 |
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$ |
1,864 |
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$ |
1,957 |
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Non-GAAP Financial Measures
To supplement the financial results presented in accordance with generally accepted accounting principles in the United States (GAAP), Sana uses certain non-GAAP financial measures to evaluate its business. Sana’s management believes that these non-GAAP financial measures are helpful in understanding Sana’s financial performance and potential future results, as well as providing comparability to peer companies and period over period. In particular, Sana’s management utilizes non-GAAP operating cash burn, non-GAAP research and development expense and non-GAAP net loss and net loss per share. Sana believes the presentation of these non-GAAP measures provides management and investors greater visibility into the company’s actual ongoing costs to operate its business, including actual research and development costs unaffected by non-cash valuation changes and certain one-time expenses for acquiring technology, as well as facilitating a more meaningful comparison of period-to-period activity. Sana excludes these items because they are highly variable from period to period and, in respect of the non-cash expenses, provides investors with insight into the actual cash investment in the development of its therapeutic programs and platform technologies.
These are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with Sana’s financial statements prepared in accordance with GAAP. These non-GAAP measures differ from GAAP measures with the same captions, may be different from non-GAAP financial measures with the same or similar captions that are used by other companies, and do not reflect a comprehensive system of accounting. Sana’s management uses these supplemental non-GAAP financial measures internally to understand, manage, and evaluate Sana’s business and make operating decisions. In addition, Sana’s management believes that the presentation of these non-GAAP financial measures is useful to investors because they enhance the ability of investors to compare Sana’s results from period to period and allows for greater transparency with respect to key financial metrics Sana uses in making operating decisions. The following are reconciliations of GAAP to non-GAAP financial measures:
Sana Biotechnology, Inc.
Unaudited Reconciliation of Change in Cash, Cash Equivalents, and Marketable Securities to
Non-GAAP Operating Cash Burn
|
|
Three Months Ended March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Beginning cash, cash equivalents, and marketable securities |
|
$ |
152,497 |
|
|
$ |
205,195 |
|
Ending cash, cash equivalents, and marketable securities |
|
|
104,701 |
|
|
|
311,082 |
|
Change in cash, cash equivalents, and marketable securities |
|
|
(47,796 |
) |
|
|
105,887 |
|
Cash paid to purchase property and equipment |
|
|
136 |
|
|
|
15,845 |
|
Change in cash, cash equivalents, and marketable securities, excluding capital expenditures |
|
|
(47,660 |
) |
|
|
121,732 |
|
Adjustments: |
|
|
|
|
|
|
||
Net proceeds from issuance of common stock |
|
|
- |
|
|
|
(181,468 |
) |
Cash paid for personnel-related costs incurred in connection with portfolio prioritizations |
|
|
1,062 |
|
|
|
1,019 |
|
Operating cash burn – Non-GAAP |
|
$ |
(46,598 |
) |
|
$ |
(58,717 |
) |
Sana Biotechnology, Inc.
Unaudited Reconciliation of GAAP to Non-GAAP Net Loss and Net Loss Per Share
|
|
Three Months Ended March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands, except per share data) |
|
|||||
Net loss – GAAP |
|
$ |
(49,389 |
) |
|
$ |
(107,475 |
) |
Adjustments: |
|
|
|
|
|
|
||
Change in the estimated fair value of the success payment liabilities(1) |
|
|
93 |
|
|
|
32,623 |
|
Change in the estimated fair value of contingent consideration(2) |
|
|
1,864 |
|
|
|
5,384 |
|
Net loss – Non-GAAP |
|
$ |
(47,432 |
) |
|
$ |
(69,468 |
) |
Net loss per share – GAAP |
|
$ |
(0.21 |
) |
|
$ |
(0.49 |
) |
Adjustments: |
|
|
|
|
|
|
||
Change in the estimated fair value of the success payment liabilities(1) |
|
|
- |
|
|
|
0.15 |
|
Change in the estimated fair value of contingent consideration(2) |
|
|
0.01 |
|
|
|
0.02 |
|
Net loss per share – Non-GAAP |
|
$ |
(0.20 |
) |
|
$ |
(0.32 |
) |
Weighted-average shares outstanding – basic and diluted |
|
|
237,578 |
|
|
|
217,290 |
|