Item 5. Other Information
Item 5. Other Information
(a)
Not applicable.
(b)
Not applicable.
96
Item 6. Exhibits
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39941), filed with the SEC on February 8, 2021).
3.2
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-39941), filed with the SEC on February 8, 2021).
4.1
Reference is made to Exhibits 3.1 through 3.2 .
4.2
Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-252061), filed with the SEC on January 28, 2021).
10.1*†
Amendment No. 2 to Patents Sub-License Agreement by and between the Company and La Societe Pulsalys, dated as of March 9, 2022 .
10.2*†
Amendment No. 2 to Option and License Agreement by and between the Company and Beam Therapeutics Inc., dated as of July 19, 2022 .
10.3*†
Amendment No. 5 to Exclusive Start-Up License Agreement by and between the Company and University of Washington (UW), dated as of February 25, 2021 .
10.4*†
Amendment No. 6 to Exclusive Start-Up License Agreement by and between the Company and UW, dated as of March 11, 2021 .
10.5*†
Amendment No. 7 to Exclusive Start-Up License Agreement by and between the Company and UW, dated as of April 14, 2021 .
10.6*†
Amendment No. 8 to Exclusive Start-Up License Agreement by and between the Company and UW, dated as of July 20, 2021 .
10.7*†
Amendment No. 9 to Exclusive Start-Up License Agreement by and between the Company and UW, dated as of September 9, 2021 .
10.8*†
Amendment No. 10 to Exclusive Start-Up License Agreement by and between the Company and UW, dated as of October 30, 2021 .
10.9*†
Amendment No. 11 to Exclusive Start-Up License Agreement by and between the Company and UW, dated as of July 14, 2022 .
10.10*#
Offer Letter and Employment Agreement by and between the Company and Bernard Cassidy, dated as of September 8, 2022 .
10.11*#
Amendment No. 1 to the 2021 Employee Stock Purchase Plan, dated as of October 27, 2022 .
31.1*+
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2*+
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
32.1*+
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
32.2*+
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
97
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
#
Indicates management contract or compensatory plan.
†
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 Quarterly Report, irrespective of any general incorporation language contained in such filing.
98
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SANA BIOTECHNOLOGY, INC.
Date: November 2, 2022
By:
/s/ Steven D. Harr, M.D.
Steven D. Harr, M.D.
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 2, 2022
By:
/s/ Nathan Hardy
Nathan Hardy
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
99