Sana Biotechnology Announces Pricing of Public Offering

Rhea-AI Summary

Sana Biotechnology (NASDAQ: SANA) has announced the pricing of its public offering, consisting of 20,895,522 shares of common stock at $3.35 per share and pre-funded warrants to purchase 1,492,537 shares at $3.3499 per warrant. The company expects to raise approximately $75.0 million in gross proceeds before deducting expenses.

The offering includes a 30-day option for underwriters to purchase up to 3,358,208 additional shares. Morgan Stanley, Goldman Sachs, BofA Securities, and TD Cowen are serving as joint book-running managers. The offering is expected to close around August 8, 2025, subject to customary conditions.

Positive

• Expected to raise $75.0 million in gross proceeds to support operations
• Strong lineup of major investment banks as underwriters including Morgan Stanley and Goldman Sachs

Negative

• Potential dilution for existing shareholders with 20.9 million new shares being offered
• Additional dilution possible if underwriters exercise option for 3.36 million more shares
• Offering price of $3.35 per share indicates relatively low valuation

Insights

Biotech Financial Analyst

Sana Biotechnology raises $75M through public offering, diluting existing shareholders while strengthening cash position for clinical development.

Sana Biotechnology has announced a $75 million public offering through the sale of 20,895,522 shares at $3.35 per share and 1,492,537 pre-funded warrants at $3.3499 each. This capital raise represents a significant funding event for the clinical-stage cell engineering company. The offering includes an option for underwriters to purchase an additional 3,358,208 shares, which could further increase the proceeds beyond the initial $75 million target.

The pricing indicates a discount to recent trading levels, which is typical for secondary offerings in the biotech sector. This dilutive event will increase Sana's outstanding share count by approximately 22.4 million shares, representing substantial dilution for existing shareholders. However, the fresh capital significantly strengthens Sana's balance sheet and extends its operational runway, which is crucial for a development-stage biotech company without consistent revenue streams.

With Morgan Stanley, Goldman Sachs, BofA Securities, and TD Cowen serving as joint book-running managers, this offering has secured backing from major financial institutions, lending credibility to the transaction. The additional capital will likely be directed toward advancing Sana's engineered cell therapy pipeline, which includes treatments targeting various diseases through its novel cell engineering platforms. For a clinical-stage biotech company, maintaining sufficient capital reserves is essential to fund expensive clinical trials and operational costs through the lengthy drug development and approval process.

SEATTLE, Aug. 06, 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 of $3.35 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 1,492,537 shares of common stock at a price to the public of $3.3499 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 are to be sold by Sana. In addition, Sana has granted the underwriters a 30-day option to purchase up to an additional 3,358,208 shares of its common stock. The gross proceeds from the offering are expected to be approximately $75.0 million before deducting underwriting discounts and commissions and other offering expenses and excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on or about August 8, 2025, subject to satisfaction of customary closing conditions.

Morgan Stanley, Goldman Sachs & Co. LLC, BofA Securities, and TD Cowen are acting as joint book-running managers for the offering.

The offering is being made pursuant to a Registration Statement on Form S-3, including a base prospectus, previously filed with and declared effective by the SEC, and Sana has filed with the SEC a preliminary prospectus supplement and accompanying prospectus relating to the offering. A final prospectus supplement and accompanying prospectus relating to the offering will also be filed with the SEC. These documents can be accessed for free through the SEC’s website at www.sec.gov. When available, 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; 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; 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; or TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.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, WA, Cambridge, MA, and South San Francisco, CA.

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 timing of the closing of the offering and the expected gross proceeds. These forward-looking statements are neither promises nor guarantees and are subject to a variety of risks and uncertainties, including but not limited to: whether or not we will be able to raise capital through the sale of securities or consummate the offering; the final terms of the offering; the satisfaction of customary closing conditions; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that we file from time to time with the Securities and Exchange Commission, including the registration statement and the preliminary prospectus supplement relating to the public offering. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations & Media:

Nicole Keith
investor.relations@sana.com
media@sana.com

FAQ

How much money is Sana Biotechnology (SANA) raising in its 2025 public offering?

Sana Biotechnology is raising approximately $75.0 million in gross proceeds through an offering of common stock and pre-funded warrants, before deducting underwriting discounts and other expenses.

How many shares is Sana Biotechnology (SANA) offering in August 2025?

Sana is offering 20,895,522 shares of common stock and pre-funded warrants to purchase 1,492,537 additional shares, with an option for underwriters to purchase up to 3,358,208 more shares.

What is the price per share for Sana Biotechnology's 2025 public offering?

The offering price is $3.35 per share for common stock and $3.3499 for pre-funded warrants with a $0.0001 exercise price.

Who are the underwriters for Sana Biotechnology's 2025 public offering?

The joint book-running managers are Morgan Stanley, Goldman Sachs & Co. LLC, BofA Securities, and TD Cowen.

When will Sana Biotechnology's 2025 public offering close?

The offering is expected to close on or about August 8, 2025, subject to customary closing conditions.