RA Capital Management and affiliated filers reported beneficial ownership of 18,750,000 shares of Sana Biotechnology common stock in a joint Schedule 13G filing. The filing states this equals 6.3% of the class based on 278,291,590 shares outstanding as of April 30, 2026 and an additional 21,607,878 shares issued under an at-the-market offering as of May 14, 2026.
The Fund directly holds the reported shares and RA Capital, Dr. Peter Kolchinsky and Rajeev Shah disclose shared voting and dispositive power through advisory and general partner relationships; the filing includes standard disclaimers about beneficial ownership attribution.
Positive
None.
Negative
None.
Insights
13G shows a passive reporting of a substantial 18,750,000-share position (6.3%).
The filing identifies the Fund as the direct holder and RA Capital and named individuals as advisers/controlling persons with shared voting and dispositive power. The text includes delegation language and disclaimers about Section 13(d) attribution.
Key items to watch in future filings include any change from passive to active status, amendments updating percentage ownership relative to the April 30, 2026 outstanding share base, and any sales/purchases disclosed on Forms 3/4 that would alter the stake.
The filing ties the ownership percentage to specific share counts and an ATM issuance as of May 14, 2026.
The reported 18,750,000 shares are presented alongside the issuer's disclosed outstanding shares of 278,291,590, and an ATM issuance of 21,607,878. The filing makes clear the percentage calculation basis.
Subsequent public filings may disclose trading activity or reclassification; until then, the position is documented as passive with delegated voting/dispositive arrangements.
Key Figures
Beneficial ownership:18,750,000 sharesPercent of class:6.3%Shares outstanding (basis):278,291,590 shares+1 more
4 metrics
Beneficial ownership18,750,000 sharesDirectly held by the Fund; reported on Schedule 13G
Percent of class6.3%Calculated using outstanding and ATM shares per filing
Shares outstanding (basis)278,291,590 sharesOutstanding as of <date>April 30, 2026</date>
ATM shares included21,607,878 sharesIssued pursuant to at-the-market offering as of <date>May 14, 2026</date>
"Row 9 of each Reporting Person's cover page to this sets forth the aggregate number"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
at-the-market offeringmarket
"an aggregate of 21,607,878 shares of common stock issued by the Issuer pursuant to an at-the-market offering"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
delegated voting and dispositive powerregulatory
"The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose"
Schedule 13Gregulatory
"The names of the persons filing this report (collectively, the "Reporting Persons") are:"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sana Biotechnology, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
799566104
(CUSIP Number)
05/14/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
799566104
1
Names of Reporting Persons
RA Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,750,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.3 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
799566104
1
Names of Reporting Persons
Peter Kolchinsky
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,750,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
799566104
1
Names of Reporting Persons
Rajeev Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,750,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
799566104
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,750,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sana Biotechnology, Inc.
(b)
Address of issuer's principal executive offices:
188 East Blaine Street, Suite 350, Seattle, WA, 98102.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky ("Dr. Kolchinsky")
Rajeev Shah ("Mr. Shah")
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
799566104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Fund directly holds 18,750,000 shares of the Issuer's common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. Such percentage is based upon the sum of (i) 278,291,590 shares of common stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 11, 2026 and (ii) an aggregate of 21,607,878 shares of common stock issued by the Issuer pursuant to an at-the-market offering by the Issuer as of May 14, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on May 15, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
05/21/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
05/21/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
05/21/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
What stake did RA Capital report in Sana Biotechnology (SANA)?
RA Capital and affiliated filers reported beneficial ownership of 18,750,000 shares, representing 6.3% of the class based on the disclosed basis for the percentage calculation.
How was the 6.3% ownership percentage calculated for SANA?
The percentage uses 278,291,590 shares outstanding as of April 30, 2026 plus 21,607,878 shares issued under an ATM as of May 14, 2026, per the filing's stated basis.
Who directly holds the 18,750,000 SANA shares?
The filing states the Fund directly holds 18,750,000 shares. RA Capital and named individuals are disclosed as adviser/controlling persons with shared voting and dispositive powers.
Does the filing state RA Capital controls voting for those SANA shares?
The filing says the Fund delegated voting and dispositive power to RA Capital and that RA Capital may be deemed a beneficial owner for Section 13(d) purposes; it also includes disclaimers about that attribution.
Were any at-the-market (ATM) shares included in the percentage basis?
Yes. The filing references an aggregate of 21,607,878 shares issued pursuant to an at-the-market offering as of May 14, 2026 in the percentage calculation.
