Sana Biotechnology Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants

Rhea-AI Summary

Sana Biotechnology (Nasdaq: SANA), a company specializing in engineered cells, has announced a proposed public offering of $75.0 million in common stock and pre-funded warrants. The company will also grant underwriters a 30-day option to purchase up to an additional $11.25 million of common stock.

The offering will be managed by joint book-running managers Morgan Stanley, Goldman Sachs & Co. LLC, BofA Securities, and TD Cowen. The offering will be made through a Registration Statement on Form S-3 previously filed with the SEC.

Positive

• Potential to raise up to $86.25 million in total capital if underwriters exercise their option
• Multiple prestigious investment banks involved as joint book-running managers

Negative

• Potential dilution for existing shareholders
• Stock offering may put downward pressure on share price
• Uncertainty regarding final terms and completion of the offering

Insights

Financial Analyst

Sana Biotechnology is raising $75M through stock offering with potential dilution impact; strengthens cash position but signals capital needs.

Sana Biotechnology's $75 million public offering of common stock and pre-funded warrants, with an additional $11.25 million option for underwriters, represents a significant capital-raising effort for this engineered cell therapy company. This financing will likely provide essential runway to advance their preclinical and clinical pipeline, but comes with the trade-off of equity dilution for existing shareholders.

The use of pre-funded warrants alongside common stock suggests strategic flexibility in structuring the deal to appeal to different investor preferences. These instruments allow certain investors to defer taking full ownership positions while securing their investment rights, potentially making the offering more attractive to institutional investors with specific holding requirements.

The involvement of major underwriters including Morgan Stanley, Goldman Sachs, BofA Securities, and TD Cowen adds credibility to this offering, though their participation doesn't guarantee its success. The careful language noting the offering is "subject to market and other conditions" with "no assurance as to whether or when" it may complete signals appropriate caution about execution risks.

For biotechnology companies like Sana without significant commercial revenue streams, periodic capital raises through equity offerings are often necessary to fund research and development activities. This offering follows the standard regulatory pathway using the company's existing S-3 shelf registration, allowing relatively efficient access to capital markets. The capital infusion, if successfully completed, would strengthen Sana's balance sheet while the company continues developing its engineered cell therapies, though investors should recognize this represents a form of dilutive financing that impacts ownership percentages and potentially earnings per share metrics.

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 commenced an underwritten public offering of $75.0 million of shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock. In addition, Sana intends to grant the underwriters a 30-day option to purchase up to an additional $11.25 million of shares of its common stock. All of the shares of common stock and pre-funded warrants to be sold in the proposed 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 proposed offering may be completed, or as to the actual size or terms of the proposed offering.

Morgan Stanley, Goldman Sachs & Co. LLC, BofA Securities, and TD Cowen 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; 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 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

FAQ

How much is Sana Biotechnology (SANA) planning to raise in their 2025 stock offering?

Sana Biotechnology is planning to raise $75.0 million through common stock and pre-funded warrants, with an additional option for underwriters to purchase up to $11.25 million in common stock.

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

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

What type of securities is Sana Biotechnology (SANA) offering in August 2025?

Sana Biotechnology is offering common stock and pre-funded warrants to purchase shares of its common stock.

How will this stock offering affect SANA shareholders?

The offering could lead to dilution of existing shareholders' ownership and potentially put temporary downward pressure on the stock price.

What is the purpose of Sana Biotechnology's pre-funded warrants option?

The pre-funded warrants are being offered in lieu of common stock to certain investors as an alternative investment instrument.