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Sana Biotechnology, Inc. 8-K Filings

SANA NASDAQ

Every 8-K that Sana Biotechnology, Inc. (SANA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SANA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SANA filings page.

Rhea-AI Summary

Sana Biotechnology, Inc. (SANA) furnished an updated corporate presentation describing its pipeline and strategy for cell and gene-based therapies, including programs in type 1 diabetes and in vivo CAR T cells. The information is provided under a Regulation FD-related disclosure and is not deemed filed under the Exchange Act.

The presentation highlights SC451, a hypoimmune stem cell-derived islet cell therapy for type 1 diabetes, with a 2026 goal to file an IND and start a Phase 1/2 trial, and in vivo CAR T programs SG293 and SG227, with potential early clinical data and trial starts around 2027. It also summarizes first-in-human data with hypoimmune islet cells (UP421) showing immune evasion and sustained function without immunosuppression.

Rhea-AI Summary

Sana Biotechnology, Inc. reported second quarter 2026 results and updates on its cell and gene therapy pipeline. The company is preparing to start a Phase 1/2 trial for SC451, a hypoimmune iPSC-derived pancreatic islet cell therapy for type 1 diabetes, and to begin clinical studies and generate first-in-human data for SG293 in non-Hodgkin lymphoma as early as 2026. Sana also advanced SG227, a BCMA-directed CAR T fusosome for multiple myeloma, with clinical testing targeted as early as mid-2027.

The company highlighted 14‑month data from an investigator-sponsored study of UP421, showing survival and function of transplanted hypoimmune islet cells without immunosuppression and no identified safety issues. A strategic collaboration with Mayo Clinic, which includes a $25.0 million equity investment, is intended to accelerate SC451 development. Cash, cash equivalents, and marketable securities were $160.5 million as of June 30, 2026, supported by $93.3 million in net equity proceeds in the quarter, and Sana projects a cash runway into mid‑2027. Second quarter GAAP net loss was $63.6 million (vs. $93.8 million a year earlier), and non‑GAAP net loss was $39.7 million, with non‑GAAP operating cash burn of $69.3 million for the first half of 2026.

Rhea-AI Summary

Sana Biotechnology, Inc. reported the results of its 2026 annual meeting of stockholders held on June 4, 2026. Stockholders elected three Class II directors to three-year terms expiring at the 2029 annual meeting. Hans E. Bishop received 117,452,573 votes for and 57,148,432 withheld, Robert Nelsen received 160,384,193 votes for and 14,216,812 withheld, and Alise S. Reicin, M.D. received 149,865,546 votes for and 24,735,459 withheld, with 30,606,441 broker non-votes recorded for each nominee.

Stockholders also ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 203,932,500 votes for, 831,419 against, and 443,527 abstentions.

Rhea-AI 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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Sana Biotechnology entered an amended at-the-market sales agreement that will support a new Form S-3 registration for up to $150.0 million of common stock, with TD Cowen as sales agent earning up to 3.0% of gross proceeds.

The company reported 2025 cash, cash equivalents, and marketable securities of $138.4 million and expects its cash runway to extend into late 2026. GAAP net loss was $244.2 million for 2025, improved from $266.8 million in 2024, with non-GAAP net loss of $170.1 million. Research and development and general and administrative expenses declined meaningfully after a 2024 portfolio prioritization, partly offset by a $44.6 million impairment tied to reduced internal manufacturing build-out.

Operationally, Sana highlighted encouraging type 1 diabetes data from UP421, progress toward an IND for SC451, and advancement of in vivo CAR T candidate SG293, along with appointments including a new Chief Financial Officer and total 2025 equity gross proceeds of $133.7 million.

Rhea-AI Summary

Sana Biotechnology appointed Brian Piper as Executive Vice President, Chief Financial Officer, Treasurer, and Principal Financial Officer effective February 17, 2026, replacing CEO Steve Harr in the acting principal financial officer role. Piper brings over 25 years of biopharmaceutical finance experience, including CFO roles at Scorpion Therapeutics, Antares Therapeutics, Prelude Therapeutics, and Aevi Genomic Medicine, plus senior finance roles at Shire.

Under his offer letter, Piper will receive a $515,000 annual base salary, a target bonus equal to 40% of base salary, an option to purchase 900,000 shares with a four-year vesting schedule, and 200,000 RSUs vesting over four years, all subject to continued service. If terminated without cause or he resigns for good reason outside a change-in-control window, he is eligible for nine months of salary continuation and up to nine months of COBRA coverage, subject to a release of claims. He also participates in Sana’s Change in Control Severance Plan.

Rhea-AI Summary

Sana Biotechnology, Inc. furnished an updated corporate presentation tied to its appearance at the 44th Annual J.P. Morgan Healthcare Conference. The company highlighted progress across its cell therapy platforms, including UP421, a primary pancreatic islet cell therapy using its hypoimmune platform, which at 12 months post-transplant in a type 1 diabetes patient without immunosuppression continued to survive, evade immune detection, and function.

The company also stated it remains on track to file an investigational new drug application and begin a Phase 1 trial for SC451, a hypoimmune-modified, iPSC-derived pancreatic islet cell therapy, as early as this year, and announced a goal of generating initial human data for SG293, an in vivo CD19-directed CAR T cell therapy, as early as this year. The information is furnished under Regulation FD and is not deemed filed or incorporated into other SEC reports unless specifically referenced.

Rhea-AI Summary

Sana Biotechnology furnished a press release announcing financial results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1.

The information was furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities or automatically incorporated by reference.

Rhea-AI Summary

Sana Biotechnology, Inc. reported a planned leadership transition in its top legal role. Executive Vice President, General Counsel, and Corporate Secretary Bernard J. Cassidy intends to retire, with his retirement expected to be effective on October 20, 2025, immediately before his successor starts work. After retiring from his executive positions, he is expected to continue providing transition-related services.

The company states that Mr. Cassidy’s retirement is voluntary, for personal reasons, and not due to any disagreement about its operations, policies, or practices. Sana has entered into an offer letter with Aaron M. Grossman, who is expected to begin on October 20, 2025, as Executive Vice President, Chief Legal Officer, succeeding Mr. Cassidy in leading the company’s legal function.

Rhea-AI Summary

Sana Biotechnology, Inc. disclosed that Mary Agnes Wilderotter has decided to resign from its Board of Directors, effective August 29, 2025. She is also stepping down as Chairperson of the Nominating and Corporate Governance Committee and as a member of the Audit Committee.

The company states that Ms. Wilderotter’s resignation is not due to any disagreement with Sana on matters related to its operations, policies, or practices. This indicates a governance change but not one tied to a reported dispute over the company’s direction or management.

Rhea-AI Summary

Sana Biotechnology announced it has issued a press release reporting its financial results for the quarter ended June 30, 2025, which is attached as Exhibit 99.1 to this Form 8-K. The company states the press release is being furnished and not filed, so it is not subject to Section 18 liabilities and is not incorporated by reference into other filings unless explicitly stated. The 8-K lists Exhibit 99.1 and an Inline XBRL cover page, identifies the registrant as an emerging growth company, and is signed by Acting Chief Financial Officer Susan Wyrick. The company trades on Nasdaq under the ticker SANA.

Rhea-AI Summary

On 6-Aug-2025 Sana Biotechnology, Inc. (SANA) executed an Underwriting Agreement with Morgan Stanley, Goldman Sachs and BofA to raise capital through a public offering.

  • Securities: 20,895,522 common shares at $3.35 and 1,492,537 pre-funded warrants at $3.3499 per underlying share.
  • Underwriter purchase price: $3.149 per share and $3.1489 per warrant.
  • Greenshoe: 30-day option for up to 3,358,208 additional shares.
  • Net proceeds: ≈$70 million to SANA, assuming no option exercise and after fees.
  • Closing: expected 8-Aug-2025, subject to customary conditions.
  • Warrant terms: $0.0001 exercise price, no expiration, 4.99 % ownership cap (adjustable to ≤19.99 %), cash or cashless exercise, standard anti-dilution and Fundamental Transaction protections.

The raise is being made from shelf registration statement No. 333-277584. All securities are issued by the company, providing immediate liquidity while increasing the share count and potential future dilution.

Rhea-AI Summary

Sana Biotechnology (NASDAQ: SANA) filed an 8-K disclosing key Q2-Q3 developments. The company estimates it held $90.1 million in cash, cash equivalents and marketable securities on 31 Jul 2025. Between 1 Apr and 6 Aug 2025 it raised $29.1 million of net proceeds through the sale of 7,441,376 common shares under its at-the-market program.

Sana will record a $40-45 million non-cash impairment in May 2025 linked to suspended build-out and planned subleases of its Bothell and Seattle facilities. Operationally, June 2025 six-month data from the investigator-sponsored UP421 trial met all primary and secondary endpoints, demonstrating insulin-producing β-cell function without immunosuppression; results were later published in NEJM. Pre-clinical candidate SC451 advanced following a favorable FDA INTERACT meeting. Conversely, Senior VP & Head of the Hypoimmune Platform Dr. Sonja Schrepfer resigned. All financial figures are unaudited and subject to change.

Rhea-AI Summary

Sana Biotechnology, Inc. (NASDAQ: SANA) filed a Form 8-K to disclose a material scientific milestone. On June 23 2025, the company announced positive six-month results from an investigator-sponsored, first-in-human study evaluating UP421—an allogeneic primary islet cell therapy engineered with Sana’s proprietary hypoimmune technology—in a patient with type 1 diabetes. Notably, the transplant was performed without any immunosuppression, underscoring a key differentiator of the platform. The announcement was furnished as Exhibit 99.1 to the report and no other financial metrics, earnings data or transactions were included.

The filing is limited to Item 8.01 (Other Events) and Item 9.01 (Exhibits). It confirms that the press release dated June 23 2025 is now part of the public record. No changes to guidance, capitalization or management were reported. The disclosure highlights continued progress of Sana’s cell-engineering pipeline and potentially de-risks the hypoimmune approach, but investors must await fuller clinical datasets before drawing definitive efficacy or commercial conclusions.