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Sana Biotechnology, Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

SANA$2.47+4.0%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Results of operations

Comparison of the three and nine months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the periods presented:

Three Months Ended September 30,Nine Months Ended September 30,
20252024Change20252024Change
(in thousands)
Operating expenses:
Research and development$30,106$53,206$(23,100)$97,056$170,528$(73,472)
Research and development related success payments and contingent consideration3,124(5,497)8,62115,3434,56610,777
General and administrative10,28514,052(3,767)32,11046,763(14,653)
Impairment of long-lived assets---44,611-44,611
Total operating expenses43,51561,761(18,246)189,120221,857(32,737)
Loss from operations(43,515)(61,761)18,246(189,120)(221,857)32,737
Interest income, net1,0032,579(1,576)2,5728,815(6,243)
Other income (expense), net360(742)1,1021,207(4,648)5,855
Net loss$(42,152)$(59,924)$17,772$(185,341)$(217,690)$32,349

Research and development expenses

The following table summarizes the components of our research and development expenses for the periods presented:

Three Months Ended September 30,
20252024Change
(in thousands)
Personnel$11,652$22,391$(10,739)
Research, development, and laboratory5,21912,361(7,142)
Facility and other allocated costs11,03915,168(4,129)
Third-party manufacturing1,4771,799(322)
Other7191,487(768)
Total research and development expense$30,106$53,206$(23,100)

Research and development expense was $30.1 million and $53.2 million for the three months ended September 30, 2025 and 2024, respectively. The decrease of $23.1 million was primarily due to:

a decrease of $10.7 million in personnel-related expenses, including non-cash stock-based compensation, due to lower research and development headcount primarily related to the portfolio prioritization announced in November 2024;

a decrease of $7.1 million in laboratory, research, and clinical development expenses primarily related to lower research and development headcount related to the portfolio prioritization announced in November 2024, the suspension of the ARDENT trial and the SC379 glial progenitor cell program in November 2024, and clinical development milestones recorded in the third quarter of 2024 that did not recur in 2025; and

a decrease of $4.1 million in facility and other allocated costs primarily due to the portfolio prioritization announced in November 2024.

The following table summarizes the components of our research and development expenses for the periods presented:

Nine Months Ended September 30,
20252024Change
(in thousands)
Personnel$42,761$71,907$(29,146)
Research, development, and laboratory11,95139,915(27,964)
Facility and other allocated costs35,05046,831(11,781)
Third-party manufacturing5,4606,912(1,452)
Other1,8344,963(3,129)
Total research and development expense$97,056$170,528$(73,472)

Research and development expense was $97.1 million and $170.5 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease of $73.5 million was primarily due to:

a decrease of $29.1 million in personnel-related expenses, including non-cash stock-based compensation, due to lower research and development headcount primarily related to the portfolio prioritization announced in November 2024;

a decrease of $28.0 million in laboratory, research, and clinical development expenses primarily expenses primarily related to lower research and development headcount related to the portfolio prioritization announced in November 2024, the suspension of the ARDENT trial and the SC379 glial progenitor cell program in November 2024, and clinical development milestones recorded in the nine months ended September 30, 2024 that did not recur in 2025; and

a decrease of $11.8 million in facility and other allocated costs primarily due to the portfolio prioritization announced in November 2024.

Research and development related success payments and contingent consideration

The following table summarizes the expenses (gains) associated with research and development related success payments and contingent consideration for the periods presented:

Three Months Ended September 30,
20252024Change
(in thousands)
Cobalt success payment$4,822$(4,909)$9,731
Harvard success payments293(823)1,116
Contingent consideration(1,991)235(2,226)
Total research and development related success payments and contingent consideration$3,124$(5,497)$8,621

The expense related to the change in the estimated fair value of our Cobalt Success Payment was $4.8 million for the three months ended September 30, 2025, compared to a gain of $4.9 million for the same period in 2024. The changes in value were due to changes in our market capitalization during the relevant periods. The expense related to the change in the estimated fair value of our Harvard Success Payments was $0.3 million for the three months ended September 30, 2025, compared to a gain of $0.8 million for the same period in 2024. The changes in value were primarily due to changes in our common stock price during the relevant periods. The gain related to the change in the estimated fair value of our Cobalt Contingent Consideration was $2.0 million compared to an expense of $0.2 million for the three months ended September 30, 2025 and 2024, respectively. The changes in value were due primarily to changes in the timing and probability of the achievement of milestones during the relevant periods.

The following table summarizes the expenses associated with research and development related success payments and contingent consideration for the periods presented:

Nine Months Ended September 30,
20252024Change
(in thousands)
Cobalt success payment$8,538$2,324$6,214
Harvard success payments632(8)640
Contingent consideration6,1732,2503,923
Total research and development related success payments and contingent consideration$15,343$4,566$10,777

The expense related to the change in the estimated fair value of our Cobalt Success Payment was $8.5 million for the nine months ended September 30, 2025, compared to $2.3 million for the same period in 2024. The changes in value were due to changes in our market capitalization during the relevant periods. The expense related to the change in the estimated fair value of our Harvard Success Payments was $0.7 million for the nine months ended September 30, 2025, compared to an immaterial gain for the same period in 2024. The changes in value were primarily due to changes in our common stock price during the relevant periods. The expense related to the change in the estimated fair value of our Cobalt Contingent Consideration was $6.2 million compared to $2.3 million for the nine months ended September 30, 2025 and 2024, respectively. The changes in value were due primarily to changes in the timing and probability of the achievement of milestones during the relevant periods.

General and administrative expenses

General and administrative expenses were $10.3 million and $32.1 million for the three and nine months ended September 30, 2025, respectively, compared to $14.1 million and 46.8 million for the same periods in 2024.

The decrease of $3.8 million for the three months ended September 30, 2025 was primarily due to lower personnel-related costs, including non-cash stock-based compensation of $3.2 million due to a decrease in headcount as a result of our portfolio prioritization announced in November 2024 and a decrease in legal fees of $0.5 million.

The decrease of $14.7 million for the nine months ended September 30, 2025 was primarily due to lower personnel-related costs, including non-cash stock-based compensation of $9.3 million due to a decrease in headcount as a result of our portfolio prioritization announced in November 2024, and a decrease in legal and consulting fees of $2.7 million and $1.5 million, respectively.

Impairment of long-lived assets was $44.6 million for the nine months ended September 30, 2025. See Note 11, Impairment of long-lived assets to our condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.

Interest income, net

Interest income, net, was $1.0 million and $2.6 million for the three and nine months ended September 30, 2025, respectively, compared to $2.6 million and $8.8 million for the same periods in 2024, respectively, and consisted primarily of interest earned on our cash and marketable securities balances.

Other income (expense), net

Other income, net, was $0.4 million and $1.2 million for the three and nine months ended September 30, 2025, respectively, compared to other expense, net of $0.7 million and $4.6 million for the three and nine months ended September 30, 2024, respectively. The increases of $1.1 million and $5.8 million for the three and nine months ended September 30, 2025, respectively, were due to other-than-temporary impairments of other assets recorded in the second and third quarters of 2024.

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