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Sana Biotechnology Announces Proposed Public Offering of Common Stock

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Sana Biotechnology, Inc. has announced an underwritten public offering of $125.0 million of shares of its common stock, with the intention to grant the underwriters a 30-day option to purchase up to an additional $18.75 million of shares of its common stock. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the proposed offering. Morgan Stanley, J.P. Morgan, Goldman Sachs & Co. LLC, and BofA Securities are acting as joint book-running managers for the proposed offering. The proposed 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.
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The commencement of an underwritten public offering of $125 million in common stock by Sana Biotechnology is a significant capital-raising event that is likely to influence the company's financial structure and liquidity. The additional 30-day option for underwriters to purchase up to $18.75 million more in shares could further impact the cash reserves, depending on investor uptake.

From a financial analysis standpoint, the influx of capital is expected to bolster Sana's balance sheet, potentially funding research and development activities or expansion strategies. However, current shareholders might experience dilution of their holdings. The market's response to the offering will be indicative of investor confidence in Sana's growth prospects and technology pipeline.

It is also noteworthy that the offering is being managed by prominent investment banks, suggesting a strong underwriting process. The successful completion of the offering may enhance Sana's credibility in the financial markets and could affect its stock price volatility in the short term.

The biotechnology sector is known for its high research and development costs and companies often rely on public offerings to secure necessary funding. Sana Biotechnology's decision to initiate a public offering aligns with industry norms for capital generation. The involvement of top-tier underwriters indicates a potentially favorable market perception, which could attract institutional investors and positively influence market sentiment.

An analysis of the sector's performance and investor appetite for biotech stocks will provide context for the potential success of this offering. If the market is bullish on biotech innovation, particularly in cell engineering, Sana may be well-positioned to capitalize on that momentum. Conversely, a bearish sentiment could pose challenges in meeting the offering's objectives.

Long-term industry trends, such as the increasing demand for personalized medicine and cell therapies, will also play a role in shaping the potential impact of this capital raise on Sana's strategic positioning within the market.

The offering is being conducted in compliance with the SEC regulations, as indicated by the use of a Registration Statement on Form S-3, which has already been declared effective. This suggests that Sana has fulfilled the necessary legal prerequisites for a public offering, mitigating the risk of regulatory setbacks.

Investors should note that the offering's completion is subject to market and other conditions and there is no guarantee of its success. The legal framework also ensures that the offering does not violate state or jurisdictional securities laws, which is crucial for maintaining the integrity of the process and protecting investor interests.

The availability of the preliminary prospectus supplement and accompanying prospectus provides transparency, allowing investors to make informed decisions based on detailed information about the terms of the offering and Sana's financial health and business strategy.

SEATTLE, Feb. 07, 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 commenced an underwritten public offering of $125.0 million of shares of its common stock. In addition, Sana intends to grant the underwriters a 30-day option to purchase up to an additional $18.75 million of shares of its common stock. All of the shares to be sold in this offering will be sold by Sana. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the proposed offering.

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

The proposed 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 will file a preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering, copies of which can be accessed for free through the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed 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 completion, timing, and size of the proposed offering and our intent to grant the underwriters a 30-day option to purchase additional shares. 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, Inc. has announced an underwritten public offering of $125.0 million of shares of its common stock.

The intention is to grant the underwriters a 30-day option to purchase up to an additional $18.75 million of shares of its common stock.

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

The proposed 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.
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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