Sana Biotechnology, Inc.

Sources of liquidity

As of March 31, 2025, we had $104.7 million in cash, cash equivalents, and marketable securities. To date we have raised an aggregate of approximately $1.5 billion in net proceeds from sales of common stock and private placements of our convertible preferred stock.

In February 2024, we completed an underwritten public offering pursuant to which we sold 21.8 million shares of our common stock, including 4.5 million shares pursuant to the full exercise of the underwriters' option to purchase additional shares, and pre-funded warrants to purchase 12.7 million shares of our common stock for net proceeds of approximately $180.0 million, after deducting underwriting discounts and commissions and offering expenses.

In May 2025, we entered into a sales agreement (the Sales Agreement) with TD Securities (USA) LLC (TD Cowen), acting as sales agent, pursuant to which we may offer and sell through TD Cowen up to $119.0 million of shares of our common stock from time to time in a series of one or more at the market equity offerings (collectively, the ATM facility). Concurrently with entering into the Sales Agreement, we terminated our prior sales agreement with TD Cowen (as successor to Cowen and Company, LLC) entered into in August 2022 (the Prior Sales Agreement). As of March 31, 2025, we sold an aggregate of 4.9 million shares of our common stock under the Prior Sales Agreement for net proceeds of $28.5 million, after deducting commissions and expenses.

Since our inception, we have not generated any revenue from product sales or any other sources, and we have incurred significant operating losses. We have not yet commercialized any products, and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever.

Future funding requirements

We expect to incur additional losses for the foreseeable future as we conduct our research and development efforts, including conducting clinical trials and preclinical studies, developing new product candidates, continuing to establish internal and external manufacturing capabilities, and funding our operations generally. We are subject to the risks typically related to the development of new products, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business.

Management has determined that our present capital resources may not be sufficient to fund our planned operations for at least one year from the date of this Quarterly Report, and there is substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern will depend on, among other things, our ability to obtain additional funding and appropriately manage the amount of cash used to fund our operations. We plan to address this condition through equity or debt offerings or capital obtained in connection with strategic collaborations or licensing or other arrangements. If we are unable to obtain such financing, we may be required to pursue alternative sources of capital which may not be available to us on favorable terms, significantly modify our operational plans by delaying, reducing the scope of, or ceasing some or all of our research and development programs, and pursue strategic alternatives.

Our future capital requirements will depend on many factors, including:

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the scope, timing, progress, costs, and results of discovery, preclinical development, and clinical trials for our current or future product candidates, including the development of companion diagnostics to such product candidates;

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the number and scope of clinical trials required for regulatory approval of our current or future product candidates;

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the costs, timing, and outcome of regulatory review of our current or future product candidates and any companion diagnostics to such product candidates;

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the cost, timing, and scope of our manufacturing capabilities, as well as costs associated with the manufacturing of clinical and commercial supplies of our current and future product candidates;

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the costs and timing of future commercialization activities, including manufacturing, marketing, sales, and distribution, for any of our product candidates for which we receive marketing approval;

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the costs and timing of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property rights, and defending any intellectual property-related claims, including any claims by third parties that we are infringing upon their intellectual property rights;

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our ability to maintain existing, and establish new, strategic collaborations, licensing, or other arrangements, and the financial terms of any such agreements, including the timing and amount of any future milestone, royalty, or other payments due under any such agreement;

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the revenue, if any, received from commercial sales of our product candidates for which we receive marketing approval;

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the expenses required to attract, hire, and retain skilled personnel;

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the impact of global supply chain issues and changing rates of inflation on the costs of laboratory consumables, supplies, and equipment required for our ongoing operations;

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the costs of operating as a public company;

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our ability to effectively manage the amount of cash used in our operations;

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our ability to establish a commercially viable pricing structure and obtain approval for coverage and adequate reimbursement from third-party, including government, payors;

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potential interruptions or delays resulting from global geo-political, economic, and other factors beyond our control;

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the effect of competing technological and market developments; and

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the extent to which we acquire or invest in businesses, products, and technologies.

Until such time, if ever, as we can generate significant revenue from product sales, we expect to finance our operations with our existing cash, cash equivalents, and marketable securities, proceeds from any future equity or debt financings, and milestone, royalty, and other payments received under any future licenses, collaborations, or other arrangements. In the event that additional financing is required, we may not be able to raise it on terms that are acceptable to us or at all. Our ability to raise additional financing may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from public health crises, the conflict in Ukraine and the Middle East, or other regions, changes in inflation, interest rate uncertainty, disruptions in global trade caused by political tensions and conflicts between countries, and other factors creating market risk. Bank failures have also caused increased concerns about liquidity in the broader financial services industry, and our business, business partners, or industry as a whole may be adversely impacted in ways that we cannot predict at this time. If we raise additional funds through the issuance of equity or convertible debt securities, existing stockholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing, if available, may result in increased fixed payment obligations, and the existence of securities with rights that may be senior to those of our common stock, and involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, declaring dividends, or acquiring, selling, or licensing intellectual property rights or assets, which could adversely impact our ability to conduct our business. If we raise funds through strategic collaborations or licensing or other arrangements, we may have to relinquish significant rights or grant licenses on terms that are not favorable to us. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from various factors beyond our control. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be adversely affected.

Cash flows

The following table summarizes our cash flows for the periods indicated:

Operating activities

During the three months ended March 31, 2025, net cash used in operating activities was $48.7 million, consisting primarily of net loss of $49.4 million and the change in net operating assets and liabilities of $10.9 million, offset by non-cash adjustments of $11.6 million. The non-cash adjustments of $11.6 million consisted of $7.0 million of non-cash stock-based compensation, depreciation expense of $3.6 million, and expenses of $0.1 million and $1.9 million for revaluation of our success payment liabilities and contingent consideration, respectively, partially offset by other non-cash adjustments of $1.0 million.

During the three months ended March 31, 2024, net cash used in operating activities was $65.6 million, consisting primarily of net loss of $107.5 million and the change in net operating assets and liabilities of $7.4 million, offset by non-cash adjustments of $49.3 million. The non-cash adjustments of $49.3 million consisted of $9.1 million of non-cash stock-based compensation, expenses of $32.6 million and $5.4 million for revaluation of our success payment liabilities and contingent consideration, respectively, and depreciation expense of $3.7 million, offset by other non-cash adjustments of $1.5 million.

Investing activities

Cash provided by investing activities was $16.6 million during the three months ended March 31, 2025, and cash used in investing activities was $77.2 million during the three months ended March 31, 2024. For the three months ended March 31, 2025, this consisted of net purchases and maturities of marketable securities of $16.5 million and net sales of property and equipment of $0.1 million. For the three months ended March 31, 2024, this consisted of net purchases and maturities of marketable securities of $61.4 million and purchases of property and equipment of $15.8 million.

Financing activities

During the three months ended March 31, 2025 and 2024, cash provided by financing activities was $1.0 million and $186.4 million, respectively, consisting primarily of net proceeds from issuance of common stock.