What changed in this filing

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Item 9A. Controls and Procedures

2026-03-03 compared with 2025-03-17 · 44 added, 28 removed, 153 unchanged (32% of the section changed)

1 unchanged sentence

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 management, with the participation of 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.

Based on this evaluation, 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

9 unchanged sentences

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.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

24 unchanged sentences

Form of Common Stock Certificate

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

Description of Securities Registered Pursuant to Section 12 of the Securities 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

Form of Pre-Funded Warrant

Form of Indemnification and Advancement Agreement for directors and officers

8 unchanged sentences

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

Form of Restricted Stock Award Grant Notice and Restricted Stock Award 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

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

6 unchanged sentences

Offer Letter by and between the Company and Bernard Cassidy, dated as of September 8, 2022

Consulting Agreement by and between the Company and Bernard J.

Cassidy, dated as of October 19, 2025

Non-Employee Director Compensation Program

3 unchanged sentences

Williams, dated April 15, 2024

Offer Letter by and between the Company and Brian Piper, dated as of January 27, 2026

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

11 unchanged sentences

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

7 unchanged sentences

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

Seventh Amendment to License Agreement by and between the Company and Harvard, dated as of March 19, 2025

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

7 unchanged sentences

1 to Option and License Agreement by and between the Company and Beam, dated as of June 6, 2022

Incorporated by Reference

Exhibit Description

Amendment No.

4 unchanged sentences

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

Incorporated by Reference

Exhibit Description

Amendment No.

5 to Option and License Agreement by and between the Company and Beam, dated as of October 15, 2024

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

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

Amendment No.

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

Amendment No.

3 to Non-Exclusive License and Development Agreement by and between the Company and FCDI, dated as of February 16, 2024

Amendment No.

4 to Non-Exclusive License and Development Agreement by and between the Company and FCDI, dated as of November 14, 2025

Lease Agreement by and between the Company and ARE-Seattle No.

39, LLC, dated as of June 1, 2022

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

Sales Agreement by and between the Company and TD Securities (USA) LLC, dated as of May 8, 2025

Change in Control Severance Plan and Summary Plan Description

3 unchanged sentences

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

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

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

Incorporated by Reference

Exhibit Description

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

Compensation Recovery Policy

6 unchanged sentences

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.

* 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.

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 17th day of March 2025 .

SANA BIOTECHNOLOGY, INC.

1 unchanged sentence

President and Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

/s/ Susan Wyrick

Acting Chief Financial Officer

(Principal Accounting Officer)

(Principal Executive Officer)

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.

Harr, M.D., Brian Piper, and Aaron M.

Grossman, 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.

/s/ Steven D.

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

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

March 3, 2026

/s/ Brian Piper

Executive Vice President, Chief Financial Officer (Principal Financial Officer)

March 3, 2026

/s/ Susan Wyrick

Acting Chief Financial Officer (Principal Accounting Officer)

Senior Vice President, Finance and Accounting (Principal Accounting Officer)

March 3, 2026

5 unchanged sentences

Bilenker, M.D.

/s/ Douglas Cole, M.D.

March 17, 2025

Douglas Cole, M.D.

/s/ Richard Mulligan, Ph.D.

5 unchanged sentences

March 3, 2026

/s/ Robert L.

March 3, 2026

/s/ Michelle Seitz

1 unchanged sentence

Michelle Seitz

/s/ Mary Agnes (Maggie) Wilderotter

March 17, 2025

Mary Agnes (Maggie) Wilderotter

/s/ Patrick Y.

1 unchanged sentence

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