Sana Biotechnology, Inc. 10-K

Item 9A. Controls and Procedures. 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. 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, 2022. 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 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. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . Not applicable. 175 PART III Item 10. 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.” Item 11. 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.” Item 12. 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.” Item 13. 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.” Item 14. 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.” 176 PART IV Item 15. Exhibits and Financial Statement Schedules. Exhibit Index Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 3.1 Amended and Restated Certificate of Incorporation 8-K 02/08/2021 3.1 3.2 Amended and Restated Bylaws 8-K 02/08/2021 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 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 11/8/2021 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-1/A 01/28/2021 10.4(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) 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-1/A 01/28/2021 10.5 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 10.6 177 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 10.8# Offer Letter and Employment Agreement by and between the Company and Richard Mulligan, Ph.D., dated as of April 23, 2020 S-1 01/13/2021 10.7 10.9# Offer Letter and Employment Agreement by and between the Company and Christian Hordo, dated as of November 10, 2018 S-1 01/13/2021 10.8 10.10# 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 10.11# Offer Letter by and between the Company and Bernard Cassidy, dated as of September 8, 2022 10-Q 11/02/2022 10.10 10.12# Non-Employee Director Compensation Program X 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 10.15† 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 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 X 178 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 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† Amended and Restated Exclusive Patent License Agreement by and among the Company, Oscine Corp., and University of Rochester, dated as of September 10, 2020 S-1 01/13/2021 10.19 10.21# Offer Letter and Employment Agreement by and between the Company and Sunil Agarwal, M.D., dated as of May 20, 2019 S-1 01/13/2021 10.22 10.22(a)† Non-Exclusive License and Development Agreement by and between the Company and Fujifilm Cellular Dynamics, Inc. (FCDI), dated as of February 1, 2021 S-1/A 02/02/2021 10.23 10.22(b)† Amendment No. 1 to Non-Exclusive License and Development Agreement by and between the Company and FCDI, dated as of April 12, 2021 X 10.22(c)† Amendment No. 2 to Non-Exclusive License and Development Agreement by and between the Company and FCDI, dated as of October 26, 2021 X 10.23(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 10.23(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 10.23(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 10.24† 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 10.25† 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 10.26† Lease Agreement by and between the Company and Pacific Commons Owner, LP, dated as of July 13, 2021 10-Q 08/04/2021 10.1 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 Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 179 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 31.2* Certificate of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certificate of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certificate of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance 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 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) # 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 Annual Report, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary Not applicable. 180 SIGNATURES 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. /s/ Steven D. Harr, M.D. Name: Steven D. Harr, M.D. Title: President and Chief Executive Officer (Principal Executive Officer) /s/ Nathan Hardy Name: Nathan Hardy Title: Chief Financial Officer (Principal Financial and 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. 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) March 16, 2023 Steven D. Harr, M.D. /s/ Nathan Hardy Chief Financial Officer (Principal Financial and Accounting Officer) March 16, 2023 Nathan Hardy /s/ Hans E. Bishop Chairman of the Board March 16, 2023 Hans E. Bishop /s/ Joshua H. Bilenker, M.D. Director March 16, 2023 Joshua H. Bilenker, M.D. /s/ Douglas Cole, M.D. Director March 16, 2023 Douglas Cole, M.D. /s/ Richard Mulligan, Ph.D. Director March 16, 2023 Richard Mulligan, Ph.D. /s/ Robert Nelsen Director March 16, 2023 Robert Nelsen /s/ Alise S. Reicin, M.D. Director March 16, 2023 Alise S. Reicin, M.D. 181 Signature Title Date /s/ Michelle Seitz Director March 16, 2023 Michelle Seitz /s/ Mary Agnes (Maggie) Wilderotter Director March 16, 2023 Mary Agnes (Maggie) Wilderotter /s/ Patrick Y. Yang, Ph.D. Director March 16, 2023 Patrick Y. Yang, Ph.D. 182