What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-16 · 61 added, 45 removed, 124 unchanged (46% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Annual Report.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

As of December 31, 2023, management, including our Chief Executive Officer and Chief Financial Officer, evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

9 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, the following officer, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:

On December 26, 2023 , Christian Hordo , our Chief Business Officer , terminated a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 600,000 shares of our common stock.

The trading arrangement was intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement was until May 31, 2024 , or earlier if all transactions under the trading arrangement were completed.

On December 26, 2023 , Mr.

Hordo adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 375,000 shares of our common stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until February 28, 2025 , or earlier if all transactions under the trading arrangement are completed.

No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

Disclosure Regarding Foreign J urisdictions that Prevent Inspections .

Not applicable.

Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated by reference to the information in our Proxy Statement in the sections titled “Information About Our Board of Directors,” “Information About Our Executive Officers Who Are Not Directors,” and “Corporate Governance.”

Executive Compensation.

The information required by this item is incorporated by reference to the information in our Proxy Statement in the sections titled “Executive Compensation,” “Director Compensation,” and “Corporate Governance – Committees of the Board of Directors – Compensation Committee Interlocks and Insider Participation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to the information in our Proxy Statement in the sections titled “Securities Authorized For Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management.”

Directors, Executive Off icers and Corporate Governance.

The information required by this item is incorporated by reference from the information in our Proxy Statement, which will be filed not later than 120 days after December 31, 2023, in the sections titled “Information About Our Board of Directors,” “Information About Our Executive Officers Who Are Not Directors,” and “Corporate Governance.”

Executiv e Compensation.

The information required by this item is incorporated by reference from the information in our Proxy Statement, which will be filed not later than 120 days after December 31, 2023, in the sections titled “Executive Compensation,” “Director Compensation,” and “Corporate Governance – Committees of the Board of Directors – Compensation Committee Interlocks and Insider Participation.”

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference from the information in our Proxy Statement, which will be filed not later than 120 days after December 31, 2023, in the sections titled “Securities Authorized For Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management.”

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated by reference to the information in our Proxy Statement in the sections titled “Corporate Governance – Board of Directors Independence” and “Transactions With Related Persons.”

Principal Accountant Fees and Services.

The information required by this item is incorporated by reference to the information in our Proxy Statement in the sections titled “Independent Registered Public Accounting Firm Fees and Services” and “Pre-Approval Policies and Procedures.”

Exhibits and Financial Statement Schedules.

The information required by this item is incorporated by reference from the information in our Proxy Statement, which will be filed not later than 120 days after December 31, 2023, in the sections titled “Corporate Governance – Board of Directors Independence” and “Transactions With Related Persons.”

Principal Accoun tant Fees and Services.

The information required by this item is incorporated by reference from the information in our Proxy Statement, which will be filed not later than 120 days after December 31, 2023, in the sections titled “Independent Registered Public Accounting Firm Fees and Services” and “Pre-Approval Policies and Procedures.”

Exhibits and Financi al Statement Schedules.

Exhibit Index

6 unchanged sentences

Description of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended

Form of Pre-Funded Warrant

Amended and Restated Investors’ Rights Agreement, by and among the Company and the investors listed therein, dated as of February 13, 2019

14 unchanged sentences

1 to the 2021 Employee Stock Purchase Plan, dated as of October 27, 2022

Offer Letter and Employment Agreement by and between the Company and Steven D.

Harr, M.D., dated as of September 27, 2018

Incorporated by Reference

Exhibit Description

Offer Letter and Employment Agreement by and between the Company and Steven D.

Harr, M.D., dated as of September 27, 2018

Offer Letter and Employment Agreement by and between the Company and Richard Mulligan, Ph.D., dated as of April 23, 2020

3 unchanged sentences

Non-Employee Director Compensation Program

Offer Letter by and between the Company and Douglas E.

Williams, dated as of April 8, 2023

License Agreement by and between Flagship Pioneering Innovations V, Inc.

7 unchanged sentences

2 to Patents Sub-License Agreement by and between the Company and Pulsalys, dated as of March 9, 2022

Amendment No.

3 to Patents Sub-License Agreement by and between the Company and Pulsalys, dated as of July 31, 2023

Exclusive License Agreement by and between the Company and The Regents of the University of California (The Regents) acting through The Technology Development Group of the University of California, Los Angeles (UCLA), dated as of March 22, 2019

First Amendment to Exclusive License Agreement by and between the Company and The Regents acting through The Technology Development Group of UCLA, dated as of May 21, 2021

License Agreement by and between the Company and President and Fellows of Harvard College (Harvard), dated as of March 19, 2019

1 unchanged sentence

Second Amendment to License Agreement by and between the Company and Harvard, dated as of December 15, 2020

Incorporated by Reference

Exhibit Description

Third Amendment to License Agreement by and between the Company and Harvard, dated as of May 20, 2021

1 unchanged sentence

Fifth Amendment to License Agreement by and between the Company and Harvard, dated as of February 9, 2023

Incorporated by Reference

Exhibit Description

Exclusive License Agreement by and between the Company and The Regents, acting through its Office of Technology Management, University of California San Francisco (UCSF), dated as of January 2, 2019

3 unchanged sentences

Exclusive License Agreement by and between the Company and Washington University, dated as of September 1, 2020

Amended and Restated Exclusive Patent License Agreement by and among the Company, Oscine Corp., and University of Rochester, dated as of September 10, 2020

Offer Letter and Employment Agreement by and between the Company and Sunil Agarwal, M.D., dated as of May 20, 2019

Non-Exclusive License and Development Agreement by and between the Company and Fujifilm Cellular Dynamics, Inc.

(FCDI), dated as of February 1, 2021

Amendment No.

1 to Non-Exclusive License and Development Agreement by and between the Company and FCDI, dated as of April 12, 2021

Amended and Restated Exclusive Patent License Agreement by and among the Company, Oscine Corp., and University of Rochester (Rochester), dated as of September 10, 2020

Amendment No.

2 to Non-Exclusive License and Development Agreement by and between the Company and FCDI, dated as of October 26, 2021

1 to Amended and Restated Exclusive Patent License Agreement by and between the Company and Rochester, dated as of December 30, 2022

Offer Letter and Employment Agreement by and between the Company and Sunil Agarwal, M.D., dated as of May 20, 2019

Transition Agreement and Release by and between the Company and Sunil Agarwal, dated as of April 28, 2023

Consulting Agreement by and between the Company and Sunil Agarwal, dated as of April 29, 2023

Option and License Agreement by and between the Company and Beam Therapeutics Inc.

4 unchanged sentences

2 to Option and License Agreement by and between the Company and Beam, dated as of July 19, 2022

Amendment No.

3 to Option and License Agreement by and between the Company and Beam, dated as of March 17, 2023

Patent License Agreement by and between the Company and the U.S.

2 unchanged sentences

39, LLC, dated as of June 1, 2022

Lease Agreement by and between the Company and Pacific Commons Owner, LP, dated as of July 13, 2021

Incorporated by Reference

Exhibit Description

Sales Agreement by and between the Company and Cowen and Company, LLC, dated as of August 4, 2022

Change in Control Severance Plan and Summary Plan Description

List of Subsidiaries

2 unchanged sentences

Certificate of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Description

Certificate of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Certificate of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recovery Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

4 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seattle, State of Washington on the 16 th day of March 2023 .

SANA BIOTECHNOLOGY, INC.

12 unchanged sentences

President, Chief Executive Officer and Director (Principal Executive Officer)

March 16, 2023

February 29, 2024

/s/ Nathan Hardy

Chief Financial Officer (Principal Financial and Accounting Officer)

March 16, 2023

February 29, 2024

Chairman of the Board

March 16, 2023

February 29, 2024

/s/ Joshua H.

Bilenker, M.D.

March 16, 2023

February 29, 2024

Bilenker, M.D.

/s/ Douglas Cole, M.D.

March 16, 2023

February 29, 2024

Douglas Cole, M.D.

/s/ Richard Mulligan, Ph.D.

March 16, 2023

February 29, 2024

Richard Mulligan, Ph.D.

/s/ Robert Nelsen

March 16, 2023

February 29, 2024

Robert Nelsen

March 16, 2023

February 29, 2024

/s/ Michelle Seitz

March 16, 2023

February 29, 2024

Michelle Seitz

/s/ Mary Agnes (Maggie) Wilderotter

March 16, 2023

February 29, 2024

Mary Agnes (Maggie) Wilderotter

/s/ Patrick Y.

March 16, 2023

February 29, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures