Sana Biotechnology, Inc. filings document the regulatory record for a public biotechnology company developing engineered-cell medicines. Recent 8-K reports disclose operating results, corporate presentations, program updates for UP421, SC451, and SG293, at-the-market common stock sales arrangements, executive appointments, and board-class governance matters.
Proxy materials describe annual meeting voting items, director elections, board structure, executive compensation, and stockholder governance procedures. The company’s filings also capture material agreements, capital-structure disclosures, Regulation FD presentations, and other event reports tied to its cell-therapy pipeline and public-company obligations.
Sana Biotechnology, Inc. reported that it sold 21,607,878 shares of its common stock, generating aggregate net proceeds of approximately $69.0 million. The shares were sold under the company’s amended and restated sales agreement with TD Securities (USA) LLC, which acted as sales agent.
Sana Biotechnology reported a Q1 2026 net loss of $47.2 million, slightly improved from $49.4 million a year earlier, driven by lower research and development spending. Research and development expenses fell to $28.7 million, partly from suspending certain allogeneic CAR T programs, while general and administrative costs held steady at $11.5 million.
Cash, cash equivalents, and marketable securities totaled $101.1 million as of March 31, 2026. Management concluded these resources may not fund operations for 12 months, creating “substantial doubt” about the company’s ability to continue as a going concern.
After quarter-end, Mayo Clinic purchased 7,507,507 shares at $3.33 per share for about $25.0 million, with an option to buy an additional 7,507,507 shares on the same terms. Sana also has an at-the-market facility allowing it to sell up to $150.0 million of common stock, though no shares were sold in Q1.
Sana Biotechnology reported first quarter 2026 results and significant pipeline progress. The company ended March 31, 2026 with cash, cash equivalents, and marketable securities of $101.1 million and highlighted a pro forma cash position of $128.9 million, supporting an expected cash runway into 2027.
Sana announced a strategic collaboration with Mayo Clinic around SC451 for type 1 diabetes, including an approximately $25.0 million equity investment and an option for an additional similar investment. The company also reported positive 14‑month data from an investigator‑sponsored UP421 study without immunosuppression in a type 1 diabetes patient.
GAAP research and development expenses were $28.7 million, down from $37.2 million a year earlier, while general and administrative expenses were stable at $11.5 million. GAAP net loss was $47.2 million, or $0.17 per share, and non‑GAAP net loss was $38.8 million, or $0.14 per share. Non‑GAAP operating cash burn was $37.0 million, down from $46.6 million in the prior‑year quarter.
Sana Biotechnology, Inc. is holding its 2026 annual stockholder meeting as a virtual-only audio webcast at 9:00 a.m. Pacific Time on June 4, 2026. Stockholders of record at the close of business on April 6, 2026, when 269,991,753 common shares were outstanding, may vote.
Investors are being asked to elect three Class II directors—Hans E. Bishop, Robert Nelsen, and Alise S. Reicin, M.D.—for terms ending at the 2029 annual meeting, and to ratify Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board unanimously recommends voting “FOR” all director nominees and “FOR” ratification of EY.
The proxy also describes Sana’s classified Board structure, committee composition, director and executive biographies, related‑person transaction policies, and a pay‑for‑performance focused executive compensation program. For 2025, President and CEO Steven D. Harr, M.D. received total compensation of $2,903,010, largely from equity and incentive awards.
Sana Biotechnology, Inc. adjusted the classification of one board seat to comply with its Amended and Restated Certificate of Incorporation. On April 22, 2026, director Steven D. Harr, M.D. resigned as a Class I director and was immediately re-appointed as a Class III director.
The filing states this change was made solely to rebalance the three director classes, and that Dr. Harr’s board service is considered continuous. Following this reclassification, the Board now has three directors in each of Class I, Class II, and Class III.
Sana Biotechnology is offering up to 15,015,014 shares of its common stock directly to Mayo Clinic in up to two closings at $3.33 per share. The Initial Closing is expected on or about April 15, 2026; Mayo Clinic may elect a Second Closing on or before August 31, 2026, subject to closing conditions.
The offering is direct (no underwriter) and, assuming both closings, would generate aggregate gross proceeds of approximately $50.0 million and estimated net proceeds of approximately $49.9 million, which Sana intends to use for development of products covered under the License Agreement, including SC451. Shares outstanding were 266,731,648 as of December 31, 2025.
Sana Biotechnology entered a stock purchase agreement with Mayo Clinic to sell 7,507,507 shares of common stock at $3.33 per share, for gross proceeds of approximately $25.0 million. Mayo Clinic may also elect, on or before August 31, 2026, to buy an additional 7,507,507 shares at the same price for another approximately $25.0 million.
The shares are issued off an effective shelf registration, with the initial closing expected around April 15, 2026, subject to customary conditions. Sana plans to use the net proceeds to develop products covered by a new license agreement with a Mayo Clinic affiliate, including SC451 and certain stem-cell derived islet cell products. Sana’s cash of $138.4 million as of December 31, 2025, plus about $24.9 million of expected net proceeds from the initial tranche, is expected to fund operations into 2027. Mayo Clinic agreed to lock up its holdings for periods tied to the closings of the initial and any additional share purchases.
Bishop Hans Edgar reported acquisition or exercise transactions in this Form 4 filing.
Sana Biotechnology, Inc. director Hans Edgar Bishop received an award of 7,763 shares of Common Stock on April 6, 2026. The filing notes these shares consist of fully vested restricted stock units granted at no cash cost per share, as part of his equity compensation.
After this grant, Bishop directly holds a total of 5,848,503 shares of Common Stock. Because the shares were awarded rather than bought in the open market, this transaction is primarily a routine compensation event, not a market purchase or sale.
Sana Biotechnology, Inc. executive vice president and chief scientific officer Dhavalkumar Dhirajlal Patel filed an initial ownership report showing his equity interests in the company. The filing lists stock options to purchase 515,000, 375,000, and 506,250 shares of common stock at exercise prices of $5.84, $2.55, and $3.41 per share, with expirations in 2034, 2035, and 2036. It also discloses restricted stock units covering 375,000, 62,500, and 112,500 shares, each RSU representing a contingent right to one share of common stock, along with 99,510 shares of common stock held directly. Footnotes describe standard time-based vesting schedules that require continuous service to Sana.