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Sana Biotechnology Announces Pricing of Upsized Public Offering

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Sana Biotechnology, Inc. (Nasdaq: SANA) has announced the pricing of its upsized public offering of 17,272,728 shares of common stock at $5.50 per share and pre-funded warrants to purchase 12,727,272 shares at $5.4999 per pre-funded warrant. The company has also granted the underwriters a 30-day option to purchase up to an additional 4,500,000 shares of its common stock. The gross proceeds from the offering are expected to be approximately $165.0 million before deducting underwriting discounts and commissions and other offering expenses.
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The capital raise by Sana Biotechnology through a public offering and pre-funded warrants is a strategic move that indicates the company's need for liquidity and potential for expansion. The pricing of shares at $5.50 and warrants at $5.4999 suggests a calculated approach to attract investors while minimizing dilution. The gross proceeds of approximately $165 million, before fees and expenses, reflect a substantial infusion of capital. This move could be indicative of the company's plans to accelerate R&D efforts, expand its pipeline, or prepare for commercialization activities.

Investors will be keen to assess the company's burn rate and the runway this capital provides. The offering's success and the utilization of the underwriters' option to purchase additional shares could signal market confidence in Sana's prospects. However, existing shareholders might be concerned about potential dilution. The short-term impact on the stock price will likely depend on investor perception of the company's growth trajectory balanced against the increase in outstanding shares.

From a market perspective, Sana Biotechnology's upsized offering can be interpreted as a response to investor demand or a need to secure a larger financial cushion. The cell therapy sector is capital-intensive, with long development cycles and significant regulatory hurdles. Sana's move to secure additional funds may be proactive, ensuring they have the resources to overcome these challenges.

The biotech industry is competitive and Sana's ability to attract this level of investment could be seen as a positive indicator of its market position and the potential of its cell engineering technology. A successful offering may also enhance Sana's reputation among investors, potentially leading to more favorable terms in future financings. The decision to include pre-funded warrants is notable, as it may appeal to a broader range of investors, particularly those looking for a lower immediate cash commitment with the option to invest later.

The structuring of Sana's offering, including both common stock and pre-funded warrants, requires careful legal consideration to ensure compliance with securities laws and regulations. The pre-funded warrants are particularly interesting, as they allow investors to pay almost the entire share price upfront, with a nominal exercise price later. This structure can be advantageous for investors who are subject to ownership limitations or who wish to delay the actual share purchase for strategic reasons.

From a legal standpoint, the company must also navigate disclosure obligations, ensuring that all material information is accurately represented to investors. The 30-day option granted to underwriters to purchase additional shares is a common practice that provides flexibility and potential additional capital, but it also requires precise legal language to avoid future disputes. The closing of the offering will involve a series of legal steps to ensure that all securities are properly issued and that the company's capital structure is updated accordingly.

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 share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 12,727,272 shares of 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 are to be sold by Sana. In addition, Sana has granted the underwriters a 30-day option to purchase up to an additional 4,500,000 shares of its common stock. The gross proceeds from the offering are expected to be approximately $165.0 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 February 12, 2024, subject to satisfaction of customary closing conditions.

Morgan Stanley, J.P. Morgan, Goldman Sachs & Co. LLC, and BofA Securities 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; 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.

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 proposed 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


Sana Biotechnology has priced its upsized public offering of 17,272,728 shares of common stock at $5.50 per share and pre-funded warrants to purchase 12,727,272 shares at $5.4999 per pre-funded warrant.

The underwriters have been granted a 30-day option to purchase up to an additional 4,500,000 shares of Sana Biotechnology's common stock.

The gross proceeds from the offering are expected to be approximately $165.0 million before deducting underwriting discounts and commissions and other offering expenses.
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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