Sana Biotechnology, Inc.
For the period ended Dec 31, 2025. Filed Mar 3, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 3, 2026
SANA$2.43-1.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)
(1) All financial statements
Refer to the index to the consolidated financial statements included in Part II, Item 8 of this Annual Report.
(2) Financial Statement Schedules
All financial statement schedules have been omitted because the required information is either presented in the consolidated financial statements filed as part of this Annual Report, or the notes thereto, or is not applicable or required.
(3) Exhibits
The following is a list of exhibits filed or furnished as part of this Annual Report:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | Date | Number | FiledHerewith |
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 02/09/2021 | 3.1 | |
| 3.2 | Amended and Restated Bylaws | 8-K | 02/09/2021 | 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 Exchange Act of 1934, as amended | X | |||
| 4.4 | Form of Pre-Funded Warrant | 8-K | 02/08/2024 | 4.1 | |
| 4.5 | Form of Pre-Funded Warrant | 8-K | 08/07/2025 | 4.1 | |
| 10.1 | Form of Indemnification and Advancement Agreement for directors and officers | S-1/A | 01/28/2021 | 10.2 | |
| 10.2(a)# | 2018 Equity Incentive Plan, as amended | 10-Q | 11/08/2021 | 10.3(a) | |
| 10.2(b)# | Second Amendment to 2018 Equity Incentive Plan, dated as of November 9, 2020 | S-1 | 01/13/2021 | 10.3(b) | |
| 10.2(c)# | Third Amendment to 2018 Equity Incentive Plan, dated as of December 4, 2020 | S-1 | 01/13/2021 | 10.3(c) | |
| 10.2(d)# | Fourth Amendment to 2018 Equity Incentive Plan, dated as of December 8, 2021 | 10-K | 03/16/2022 | 10.3(d) | |
| 10.2(e)# | Form of Stock Option Grant Notice and Stock Option Agreement under 2018 Equity Incentive Plan | S-1 | 01/13/2021 | 10.3(d) | |
| 10.3(a)# | 2021 Incentive Award Plan | S-8 | 05/08/2024 | 99.1(a) | |
| 10.3(b)# | First Amendment to 2021 Incentive Award Plan, dated as of December 8, 2021 | 10-K | 03/16/2022 | 10.4(b) | |
| 10.3(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) | |
| 10.3(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) | |
| 10.3(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) | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | Date | Number | FiledHerewith |
| 10.3(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) | |
| 10.4(a)# | 2021 Employee Stock Purchase Plan | S-8 | 05/08/2024 | 99.2(a) | |
| 10.4(b)# | Amendment No. 1 to the 2021 Employee Stock Purchase Plan, dated as of October 27, 2022 | 10-Q | 11/02/2022 | 10.11 | |
| 10.5# | 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 | |
| 10.6# | 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 | |
| 10.7# | Offer Letter by and between the Company and Bernard Cassidy, dated as of September 8, 2022 | 10-Q | 11/02/2022 | 10.10 | |
| 10.8# | Consulting Agreement by and between the Company and Bernard J. Cassidy, dated as of October 19, 2025 | X | |||
| 10.9# | Non-Employee Director Compensation Program | X | |||
| 10.10# | Offer Letter by and between the Company and Douglas E. Williams, dated as of April 8, 2023 | 10-Q | 05/08/2023 | 10.2 | |
| 10.11#‡ | Separation, Transition Services, and General Release Agreement by and between the Company and Douglas E. Williams, dated April 15, 2024 | 10-Q | 08/08/2024 | 10.2 | |
| 10.12# | Offer Letter by and between the Company and Brian Piper, dated as of January 27, 2026 | 8-K | 02/17/2026 | 10.1 | |
| 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 | |
| 10.14(d)† | Amendment No. 3 to Patents Sub-License Agreement by and between the Company and Pulsalys, dated as of July 31, 2023 | 10-Q | 11/08/2023 | 10.1 | |
| 10.14(e)† | Amendment No. 4 to Patents Sub-License Agreement by and between the Company and Pulsalys, dated as of October 1, 2024 | 10-K | 03/17/2025 | 10.14(e) | |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith | ||||
| 10.15(a)† | 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 |
| 10.15(b)† | First Amendment to Exclusive License Agreement by and between the Company and The Regents acting through The Technology Development Group of UCLA, dated as of May 21, 2021 | 10-K | 02/29/2024 | 10.16(b) |
| 10.15(c)† | Second Amendment to Exclusive License Agreement by and between the Company and The Regents acting through The Technology Development Group of UCLA, dated as of April 22, 2024 | 10-Q | 08/08/2024 | 10.1 |
| 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 | 10-K | 03/16/2023 | 10.16(f) |
| 10.16(g)† | Sixth Amendment to License Agreement by and between the Company and Harvard, dated as of August 28, 2024 | 10-Q | 11/08/2024 | 10.2 |
| 10.16(h)† | Seventh Amendment to License Agreement by and between the Company and Harvard, dated as of March 19, 2025 | 10-Q | 08/11/2025 | 10.1 |
| 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(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 |
| 10.20(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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | Date | Number | FiledHerewith |
| 10.20(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 | |
| 10.20(d)† | Amendment No. 3 to Option and License Agreement by and between the Company and Beam, dated as of March 17, 2023 | 10-Q | 05/08/2023 | 10.1 | |
| 10.20(e)† | Amendment No. 4 to Option and License Agreement by and between the Company and Beam, dated as of April 4, 2024 | 10-Q | 05/08/2024 | 10.1 | |
| 10.20(f)† | Amendment No. 5 to Option and License Agreement by and between the Company and Beam, dated as of October 15, 2024 | 10-Q | 05/08/2025 | 10.1 | |
| 10.21† | 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 | |
| 10.22(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 | 10-K | 03/16/2023 | 10.22(b) | |
| 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 | 10-K | 03/16/2023 | 10.22(c) | |
| 10.22(d)† | Amendment No. 3 to Non-Exclusive License and Development Agreement by and between the Company and FCDI, dated as of February 16, 2024 | X | |||
| 10.22(e)† | Amendment No. 4 to Non-Exclusive License and Development Agreement by and between the Company and FCDI, dated as of November 14, 2025 | X | |||
| 10.23† | 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 | |
| 10.24 | Sales Agreement by and between the Company and TD Securities (USA) LLC, dated as of May 8, 2025 | 8-K | 05/08/2025 | 1.1 | |
| 10.25# | Change in Control Severance Plan and Summary Plan Description | 10-K | 02/29/2024 | 10.29 | |
| 19.1 | Insider Trading Compliance Policy | 10-K | 03/17/2025 | 19.1 | |
| 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 | |||
| 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 | |||
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith | ||||
| 32.2* · Certificate of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · X | ||||
| 97.1 | Compensation Recovery Policy | 10-K | 02/29/2024 | 97.1 |
| 101.INS | Inline XBRL Instance Document | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.