Sana Biotechnology, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures 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 (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 Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with applicable policies or procedures may deteriorate. Management has assessed the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2024. Management reviewed the results of this assessment with our audit committee. Attestation Report of the Registered Public Accounting Firm This Annual Report does not include an attestation report of our registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.” Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. 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. Item 9C. Disclosure Regarding Foreign J urisdictions that Prevent Inspections . Not applicable. 189 PART III Item 10. 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, 2024, in the sections titled “Information About Our Board of Directors,” “Information About Our Executive Officers Who Are Not Directors,” and “Corporate Governance.” Item 11. 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, 2024, in the sections titled “Executive Compensation,” “Director Compensation,” and “Corporate Governance – Committees of the Board of Directors – Compensation Committee Interlocks and Insider Participation.” Item 12. 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, 2024, in the sections titled “Securities Authorized For Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management.” Item 13. Certain Relationships and Related Transactions, and Director Independence. 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, 2024, in the sections titled “Corporate Governance – Board of Directors Independence” and “Transactions With Related Persons.” Item 14. 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, 2024, in the sections titled “Independent Registered Public Accounting Firm Fees and Services” and “Pre-Approval Policies and Procedures.” 190 PART IV Item 15. Exhibits and Financi al Statement Schedules. (a) (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. (3) Exhibits The following is a list of exhibits filed or furnished as part of this Annual Report: Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 3.1 Amended and Restated Certificate of Incorporation 8-K 02/09/2021 3.1 3.2 Amended and Restated Bylaws 8-K 02/09/2021 3.2 4.1 Reference is made to Exhibits 3.1 through 3.2 4.2 Form of Common Stock Certificate S-1/A 01/28/2021 4.2 4.3 Description of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended 10-K 03/24/2021 4.3 4.4 Form of Pre-Funded Warrant 8-K 02/08/2024 4.1 10.1 Amended and Restated Investors’ Rights Agreement, by and among the Company and the investors listed therein, dated as of February 13, 2019 S-1 01/13/2021 10.1 10.2 Form of Indemnification and Advancement Agreement for directors and officers S-1/A 01/28/2021 10.2 10.3(a)# 2018 Equity Incentive Plan, as amended 10-Q 11/08/2021 10.3(a) 10.3(b)# Second Amendment to 2018 Equity Incentive Plan, dated as of November 9, 2020 S-1 01/13/2021 10.3(b) 10.3(c)# Third Amendment to 2018 Equity Incentive Plan, dated as of December 4, 2020 S-1 01/13/2021 10.3(c) 10.3(d)# Fourth Amendment to 2018 Equity Incentive Plan, dated as of December 8, 2021 10-K 03/16/2022 10.3(d) 10.3(e)# Form of Stock Option Grant Notice and Stock Option Agreement under 2018 Equity Incentive Plan S-1 01/13/2021 10.3(d) 10.4(a)# 2021 Incentive Award Plan S-8 05/08/2024 99.1(a) 10.4(b)# First Amendment to 2021 Incentive Award Plan, dated as of December 8, 2021 10-K 03/16/2022 10.4(b) 10.4(c)# Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan S-1/A 01/28/2021 10.4(b) 10.4(d)# Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan 10-K 03/16/2022 10.4(d) 191 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 10.4(e)# Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2021 Incentive Award Plan S-1/A 01/28/2021 10.4(c) 10.4(f)# Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Incentive Award Plan S-1/A 01/28/2021 10.4(d) 10.5# 2021 Employee Stock Purchase Plan S-8 05/08/2024 99.2(a) 10.6# Amendment No. 1 to the 2021 Employee Stock Purchase Plan, dated as of October 27, 2022 10-Q 11/02/2022 10.11 10.7# Offer Letter and Employment Agreement by and between the Company and Steven D. Harr, M.D., dated as of September 27, 2018 S-1 01/13/2021 10.6 10.8# Offer Letter and Employment Agreement by and between the Company and Nathan Hardy, dated as of October 8, 2018 S-1 01/13/2021 10.9 10.9# Offer Letter by and between the Company and Bernard Cassidy, dated as of September 8, 2022 10-Q 11/02/2022 10.10 10.10# Non-Employee Director Compensation Program X 10.11# Offer Letter by and between the Company and Douglas E. Williams, dated as of April 8, 2023 10-Q 05/08/2023 10.2 10.12#‡ Separation, Transition Services, and General Release Agreement by and between the Company and Douglas E. Williams, dated April 15, 2024 10-Q 08/08/2024 10.2 10.13(a)† License Agreement by and between Flagship Pioneering Innovations V, Inc. (Flagship Innovations V) and Cobalt Biomedicine, Inc. (Cobalt), dated as of February 17, 2016 S-1 01/13/2021 10.12(a) 10.13(b)† First Amendment to License Agreement by and between Flagship Innovations V and Cobalt, dated as of February 14, 2019 S-1 01/13/2021 10.12(b) 10.14(a)† Patents Sub-License Agreement by and between La Societe Pulsalys (Pulsalys) and Cobalt, dated as of August 16, 2018 S-1 01/13/2021 10.13(a) 10.14(b)† Amendment No. 1 to Patents Sub-License Agreement by and between the Company, Pulsalys and Cobalt, dated as of May 26, 2020 S-1 01/13/2021 10.13(b) 10.14(c)† Amendment No. 2 to Patents Sub-License Agreement by and between the Company and Pulsalys, dated as of March 9, 2022 10-Q 11/02/2022 10.1 10.14(d)† Amendment No. 3 to Patents Sub-License Agreement by and between the Company and Pulsalys, dated as of July 31, 2023 10-Q 11/08/2023 10.1 10.14(e)† Amendment No. 4 to Patents Sub-License Agreement by and between the Company and Pulsalys, dated as of October 1, 2024 X 10.15(a)† 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 S-1 01/13/2021 10.14 192 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 10.15(b)† 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 10-K 02/29/2024 10.16(b) 10.15(c)† 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 10-Q 08/08/2024 10.1 10.16(a)† License Agreement by and between the Company and President and Fellows of Harvard College (Harvard), dated as of March 19, 2019 S-1 01/13/2021 10.15(a) 10.16(b)† Amendment to License Agreement by and between the Company and Harvard, dated as of June 10, 2019 S-1 01/13/2021 10.15(b) 10.16(c)† Second Amendment to License Agreement by and between the Company and Harvard, dated as of December 15, 2020 S-1 01/13/2021 10.15(c) 10.16(d)† Third Amendment to License Agreement by and between the Company and Harvard, dated as of May 20, 2021 10-K 03/16/2022 10.15(d) 10.16(e)† Fourth Amendment to License Agreement by and between the Company and Harvard, dated as of October 25, 2021 10-K 03/16/2022 10.15(e) 10.16(f)† Fifth Amendment to License Agreement by and between the Company and Harvard, dated as of February 9, 2023 10-K 03/16/2023 10.16(f) 10.16(g)† Sixth Amendment to License Agreement by and between the Company and Harvard, dated as of August 28, 2024 10-Q 11/08/2024 10.2 10.17(a)† 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 S-1 01/13/2021 10.16(a) 10.17(b)† Amendment No. 1 to Exclusive License Agreement by and between the Company and UCSF, dated as of December 3, 2020 S-1 01/13/2021 10.16(b) 10.18† Exclusive License Agreement by and between the Company and Washington University, dated as of November 14, 2019 S-1 01/13/2021 10.17 10.19† Exclusive License Agreement by and between the Company and Washington University, dated as of September 1, 2020 S-1 01/13/2021 10.18 10.20(a)† Option and License Agreement by and between the Company and Beam Therapeutics Inc. (Beam), dated as of October 15, 2021 10-Q 11/08/2021 10.1 10.20(b)† Amendment No. 1 to Option and License Agreement by and between the Company and Beam, dated as of June 6, 2022 10-Q 08/04/2022 10.2 10.20(c)† Amendment No. 2 to Option and License Agreement by and between the Company and Beam, dated as of July 19, 2022 10-Q 11/02/2022 10.2 10.20(d)† Amendment No. 3 to Option and License Agreement by and between the Company and Beam, dated as of March 17, 2023 10-Q 05/08/2023 10.1 10.20(e)† Amendment No. 4 to Option and License Agreement by and between the Company and Beam, dated as of April 4, 2024 10-Q 05/08/2024 10.1 193 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 10.21† Patent License Agreement by and between the Company and the U.S. Department of Health and Human Services, as represented by The National Cancer Institution, an institute of the National Institutes of Health, dated as of January 7, 2022 10-K 03/16/2022 10.25 10.22† Lease Agreement by and between the Company and ARE-Seattle No. 39, LLC, dated as of June 1, 2022 10-Q 08/04/2022 10.1 10.23 Sales Agreement by and between the Company and Cowen and Company, LLC, dated as of August 4, 2022 S-3 08/04/2022 1.2 10.24# Change in Control Severance Plan and Summary Plan Description 10-K 02/29/2024 10.29 19.1 Insider Trading Compliance Policy X 21.1 List of Subsidiaries 10-K 03/24/2021 21.1 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney (reference is made to the signature page) X 31.1 Certificate of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certificate of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Compensation Recovery Policy 10-K 02/29/2024 97.1 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # 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). * 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. Item 16. Form 10-K Summary Not applicable. 194 SIGNAT URES 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 17th day of March 2025 . SANA BIOTECHNOLOGY, INC. /s/ Steven D. Harr, M.D. Name: Steven D. Harr, M.D. Title: President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) /s/ Susan Wyrick Name: Susan Wyrick Title: Acting Chief Financial Officer (Principal Accounting Officer) 195 POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Steven D. 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. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Steven D. Harr, M.D. President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer) March 17, 2025 Steven D. Harr, M.D. /s/ Susan Wyrick Acting Chief Financial Officer (Principal Accounting Officer) March 17, 2025 Susan Wyrick /s/ Hans E. Bishop Chairman of the Board March 17, 2025 Hans E. Bishop /s/ Joshua H. Bilenker, M.D. Director March 17, 2025 Joshua H. Bilenker, M.D. /s/ Douglas Cole, M.D. Director March 17, 2025 Douglas Cole, M.D. /s/ Richard Mulligan, Ph.D. Director March 17, 2025 Richard Mulligan, Ph.D. /s/ Robert Nelsen Director March 17, 2025 Robert Nelsen /s/ Alise S. Reicin, M.D. Director March 17, 2025 Alise S. Reicin, M.D. /s/ Michelle Seitz Director March 17, 2025 Michelle Seitz /s/ Mary Agnes (Maggie) Wilderotter Director March 17, 2025 Mary Agnes (Maggie) Wilderotter /s/ Patrick Y. Yang, Ph.D. Director March 17, 2025 Patrick Y. Yang, Ph.D. 196