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Sana Biotechnology Announces Closing of Upsized Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares

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Sana Biotechnology, Inc. successfully closed an underwritten upsized public offering, raising approximately $189.75 million by selling 21,772,728 shares of common stock and pre-funded warrants. The offering included the full exercise of the underwriters' option to purchase additional shares, with major investment banks acting as joint book-running managers.
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From a financial perspective, Sana Biotechnology's upsized public offering and the exercise of the underwriters' option to purchase additional shares indicate a strong market interest in the company's vision and potential. The pricing of shares at $5.50 and pre-funded warrants at $5.4999 suggests a strategic approach to incentivize investment while potentially avoiding immediate dilution of the stock value.

The gross proceeds of approximately $189.75 million, prior to fees and expenses, provide Sana with significant capital. This influx of funds is likely earmarked for further research and development, which is crucial in the biotechnology industry. Investors and stakeholders should monitor how effectively Sana deploys this capital towards advancing its engineered cell therapies, as this will impact the company's future revenue potential and growth trajectory.

In the context of the biotechnology sector, Sana's successful capital raise is a testament to the confidence investors have in engineered cell therapies. The use of pre-funded warrants is particularly notable, as it provides a mechanism for investors to commit capital immediately, with the option to convert into shares at a nominal price. This could be an indication of Sana's strategic financial planning, allowing for a more controlled expansion of their equity base over time.

Given that the biotech industry is research-intensive and often requires significant upfront investment without immediate returns, the capital raised could be crucial for Sana's sustained operations and pursuit of breakthroughs. The company's ability to navigate the regulatory landscape and progress towards commercialization will be pivotal in determining the long-term return on this investment.

The involvement of prominent financial institutions such as Morgan Stanley, J.P. Morgan, Goldman Sachs & Co. LLC and BofA Securities as joint book-running managers reflects a positive market sentiment and adds credibility to the offering. It's important to assess the broader market conditions and investor appetite for biotech stocks, as these can influence the performance of Sana's stock post-offering.

Analyzing the market's response to the offering and subsequent stock performance will provide insights into the perceived value and risk associated with Sana's business model and pipeline. Additionally, comparing Sana's financial indicators with industry benchmarks post-capital raise will be critical in evaluating the company's competitive position within the biotech landscape.

SEATTLE, Feb. 12, 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 closed its underwritten upsized public offering of 21,772,728 shares of its common stock, which includes the full exercise of the underwriters’ option to purchase 4,500,000 additional shares of its common stock, at a price to the public of $5.50 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 12,727,272 shares of its common stock at a price to the public of $5.4999 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $0.0001 per share exercise price for each pre-funded warrant. All of the shares and pre-funded warrants were sold by Sana. The gross proceeds from the offering were approximately $189.75 million before deducting underwriting discounts and commissions and other offering expenses.

Morgan Stanley, J.P. Morgan, Goldman Sachs & Co. LLC, and BofA Securities acted as joint book-running managers for the offering.

The offering was made pursuant to a Registration Statement on Form S-3, including a base prospectus, previously filed with and declared effective by the SEC. Sana has filed with the SEC the final prospectus supplement and accompanying prospectus relating to the offering. These documents can be accessed for free through the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by email at prospectus@morganstanley.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by email at prospectus-eq_fi@jpmchase.com; Goldman Sachs & Co. LLC, Attn: Prospectus Department, at 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; or BofA Securities, Attn: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001 or by email at dg.prospectus_requests@bofa.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of any such state or jurisdiction.

About Sana Biotechnology
Sana Biotechnology, Inc. is focused on creating and delivering engineered cells as medicines for patients. Sana has operations in Seattle, Cambridge, South San Francisco, and Rochester.

Investor Relations & Media:

Nicole Keith

investor.relations@sana.com

media@sana.com


Sana Biotechnology sold 21,772,728 shares of its common stock in the public offering.

The price per share in Sana Biotechnology's public offering was $5.50.

Morgan Stanley, J.P. Morgan, Goldman Sachs & Co. LLC, and BofA Securities acted as joint book-running managers for Sana Biotechnology's public offering.

Sana Biotechnology raised approximately $189.75 million in its public offering.

The final prospectus supplement and accompanying prospectus for Sana Biotechnology's offering can be accessed for free through the SEC's website at www.sec.gov.
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sana biotechnology is focused on utilizing engineered cells as medicines for patients. the ability to modify genes and use cells as medicines will be one of the most important advances in healthcare over the next several decades. sana is building differentiated capabilities across the spectrum of cell and gene therapy. three aspirations drive sana as we look to discover treatments for patients with poor outcomes or currently untreatable diseases. the first is the ability to repair and control the genes in any cell in the body. we are advancing novel delivery technologies with the goal of being able to deliver any payload to any cell in a specific, predictable, and repeatable manner, paving the way for next-generation in vivo gene therapy. next is the ability to differentiate pluripotent stem cells ex vivo into immune-cloaked functional cells with the aspiration of being able to replace any missing or damaged cells in the body. last is a belief we can enable broader access to ou