What changed in this filing

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Item 9A. Controls and Procedures

2025-03-17 compared with 2024-02-29 · 49 added, 53 removed, 132 unchanged (44% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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.

Our management, with the participation of our Chief Executive Officer (who currently serves as our principal executive officer and principal financial officer), has evaluated 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.

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 principal executive and principal 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.

Based on this evaluation, our Chief Executive Officer (who currently serves as our principal executive officer and principal financial officer) concluded that, as of the end of the period covered by this Annual Report, 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

11 unchanged sentences

Other Information.

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.

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Disclosure Regarding Foreign J urisdictions that Prevent Inspections .

11 unchanged sentences

Exhibits and Financi al Statement Schedules.

Exhibit Index

(1) All financial statements

Refer to the index to the consolidated financial statements included in Part II, Item 8 of this Annual Report.

(2) Financial Statement Schedules

All financial statement schedules have been omitted because the required information is either presented in the consolidated financial statements filed as part of this Annual Report, or the notes thereto, or is not applicable or required.

The following is a list of exhibits filed or furnished as part of this Annual Report:

Incorporated by Reference

17 unchanged sentences

Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan

Incorporated by Reference

Exhibit Description

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2021 Incentive Award Plan

3 unchanged sentences

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

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

Offer Letter and Employment Agreement by and between the Company and Christian Hordo, dated as of November 10, 2018

Offer Letter and Employment Agreement by and between the Company and Nathan Hardy, dated as of October 8, 2018

3 unchanged sentences

Williams, dated as of April 8, 2023

Separation, Transition Services, and General Release Agreement by and between the Company and Douglas E.

Williams, dated April 15, 2024

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

9 unchanged sentences

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

Amendment No.

4 to Patents Sub-License Agreement by and between the Company and Pulsalys, dated as of October 1, 2024

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

Incorporated by Reference

Exhibit Description

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

Second Amendment to Exclusive License Agreement by and between the Company and The Regents acting through The Technology Development Group of UCLA, dated as of April 22, 2024

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

Sixth Amendment to License Agreement by and between the Company and Harvard, dated as of August 28, 2024

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 (Rochester), dated as of September 10, 2020

Amendment No.

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.

6 unchanged sentences

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

Amendment No.

4 to Option and License Agreement by and between the Company and Beam, dated as of April 4, 2024

Incorporated by Reference

Exhibit Description

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

2 unchanged sentences

39, LLC, dated as of June 1, 2022

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

Insider Trading Compliance Policy

List of Subsidiaries

1 unchanged sentence

Power of Attorney (reference is made to the signature page)

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

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

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

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

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

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

Compensation Recovery Policy

3 unchanged sentences

# Indicates management contract or compensatory plan.

Certain exhibits and schedules have been omitted pursuant to Regulation S-K Item 601(a)(5).

The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission.

Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K Item 601(b)(10).

* These certifications are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.

* This certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.

Form 10-K Summary

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 29 th day of February 2024 .

SANA BIOTECHNOLOGY, INC.

1 unchanged sentence

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Nathan Hardy

Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Executive Officer and Principal Financial Officer)

/s/ Susan Wyrick

Acting Chief Financial Officer

(Principal Accounting Officer)

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Steven D.

Harr, M.D., Nathan Hardy, and Bernard J.

Harr, M.D., Susan Wyrick, and Bernard J.

Cassidy and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

1 unchanged sentence

/s/ Steven D.

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

February 29, 2024

/s/ Nathan Hardy

Chief Financial Officer (Principal Financial and Accounting Officer)

February 29, 2024

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

March 17, 2025

/s/ Susan Wyrick

Acting Chief Financial Officer (Principal Accounting Officer)

March 17, 2025

Chairman of the Board

February 29, 2024

March 17, 2025

/s/ Joshua H.

Bilenker, M.D.

February 29, 2024

March 17, 2025

Bilenker, M.D.

/s/ Douglas Cole, M.D.

February 29, 2024

March 17, 2025

Douglas Cole, M.D.

/s/ Richard Mulligan, Ph.D.

February 29, 2024

March 17, 2025

Richard Mulligan, Ph.D.

/s/ Robert Nelsen

February 29, 2024

March 17, 2025

Robert Nelsen

February 29, 2024

March 17, 2025

/s/ Michelle Seitz

February 29, 2024

March 17, 2025

Michelle Seitz

/s/ Mary Agnes (Maggie) Wilderotter

February 29, 2024

March 17, 2025

Mary Agnes (Maggie) Wilderotter

/s/ Patrick Y.

February 29, 2024

March 17, 2025

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