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  4. [8-K] Sana Biotechnology, Inc. Reports Material Event

Sana Biotechnology (SANA) sells 21.6M shares to raise about $69M

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

Sana raised about $69 million through common stock sales.

Sana Biotechnology completed sales of 21,607,878 common shares, bringing in aggregate net proceeds of approximately $69.0 million. The transactions were executed under an amended and restated sales agreement with TD Securities (USA) LLC as sales agent.

This type of arrangement typically allows a company to sell shares into the market over time, providing flexibility to raise cash as needed. The filing confirms completed sales and cash inflow but does not provide additional context such as prior cash balances or intended uses.

For investors evaluating Sana, the key facts are the size of the equity issuance and the resulting net proceeds. The issuance increases the company’s share count while adding cash to the balance sheet, and the longer-term impact depends on how effectively the company deploys this additional capital.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Shares sold 21,607,878 shares Aggregate common stock sold under sales agreement
Net proceeds $69.0 million Aggregate net proceeds from common stock sales
Par value per share $0.0001 per share Common stock par value
Trading symbol SANA Common stock listed on The Nasdaq Stock Market LLC
amended and restated sales agreement financial
"pursuant to its amended and restated sales agreement with TD Securities (USA) LLC"
sales agent financial
"TD Securities (USA) LLC, acting as sales agent"
A sales agent is an individual or firm authorized to sell a company’s products or services on its behalf, typically paid by commission or fees rather than a fixed salary. For investors, who a company uses to reach customers and how well those agents perform affects revenue growth and profit margins — like hiring local independent sellers to expand into new neighborhoods without building stores — so agent quality and cost matter to future cash flow and valuation.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Section 13 or 15(d) of the Securities Exchange Act of 1934 regulatory
"Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934"
Understanding 8-K Material Events →
false 0001770121 0001770121 2026-05-15 2026-05-15
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

 

 

SANA BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39941   83-1381173

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

188 East Blaine Street, Suite 350

Seattle, Washington 98102

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (206) 701-7914

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   SANA   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01

Other Events.

On May 15, 2026, Sana Biotechnology, Inc. (the “Company”) announced that it had sold an aggregate of 21,607,878 shares of its common stock, for aggregate net proceeds of approximately $69.0 million, pursuant to its amended and restated sales agreement with TD Securities (USA) LLC, acting as sales agent.

 

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Sana Biotechnology, Inc.
Date: May 15, 2026     By:  

/s/ Aaron M. Grossman

      Aaron M. Grossman
      Executive Vice President, Chief Legal Officer

 

2

Source: View Original Filing on SEC EDGAR

FAQ

What did Sana Biotechnology (SANA) disclose in its latest 8-K?

Sana Biotechnology disclosed that it sold 21,607,878 shares of common stock, generating aggregate net proceeds of approximately $69.0 million. These shares were sold under its amended and restated sales agreement with TD Securities (USA) LLC, which acted as the sales agent.

How much capital did Sana Biotechnology (SANA) raise from recent stock sales?

Sana Biotechnology raised aggregate net proceeds of approximately $69.0 million from recent common stock sales. The company sold 21,607,878 shares under its amended and restated sales agreement with TD Securities (USA) LLC, providing additional cash to support corporate and operational needs.

How many shares did Sana Biotechnology (SANA) issue in this transaction?

Sana Biotechnology issued 21,607,878 shares of its common stock in this transaction. The shares were sold pursuant to an amended and restated sales agreement with TD Securities (USA) LLC as sales agent, resulting in aggregate net proceeds of approximately $69.0 million to the company.

Who acted as sales agent for Sana Biotechnology’s recent stock offering?

TD Securities (USA) LLC acted as sales agent for Sana Biotechnology’s recent stock sales. Under an amended and restated sales agreement, it facilitated the sale of 21,607,878 common shares, which generated aggregate net proceeds of approximately $69.0 million for the company.

What type of security did Sana Biotechnology (SANA) sell to raise funds?

Sana Biotechnology sold shares of its common stock, with a par value of $0.0001 per share. The company issued 21,607,878 common shares under an amended and restated sales agreement with TD Securities (USA) LLC, resulting in net proceeds of about $69.0 million.

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