Sana Biotechnology, Inc.

Item 1. Legal Proceedings

From time to time, we may in the ordinary course of business face various claims brought by third parties, including claims relating to employment matters and the safety and efficacy of our products, and we may, from time to time, make claims or take legal action to assert our rights, including action relating to our intellectual property rights. Any of these claims could subject us to costly litigation. Although we generally believe that we have adequate insurance to cover many different types of liabilities from third-party claims, our insurance carriers may deny coverage, may be inadequately capitalized to pay on valid claims, or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our operations, cash flows, or financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business.

On March 21, 2025, a purported stockholder, Carl Johan Drott, filed a putative class action complaint (the Complaint) in the United States District Court for the Western District of Washington against the company and its current and former executives, Steven D. Harr, M.D., and Nathan Hardy, styled Drott v. Sana Biotechnology, Inc., et al., No. 2:25-cv-00512, alleging that the defendants made false and misleading statements concerning the company's business, operations, and prospects. The plaintiff asserts claims against all defendants pursuant to Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as claims against the individual defendants pursuant to Section 20(a) of the Exchange Act. The Complaint purports to assert class action claims on behalf of all persons and entities that purchased or otherwise acquired our securities between March 17, 2023 and November 4, 2024. The plaintiff seeks unspecified damages. The defendants have not yet responded to the Complaint and intend to vigorously defend themselves against the plaintiff’s allegations. However, there can be no assurances as to the outcome.