Sana Biotechnology, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout 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, 2026 · Filed Nov 5, 2026
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7. Fair value measurements
The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy:
| ValuationHierarchy · Amortized Cost · GrossUnrealizedHolding Gains · GrossUnrealizedHolding Losses · EstimatedFair Value | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands) | |||||||
| Financial assets: | |||||||
| Cash equivalents: | |||||||
| Money market funds | Level 1 | $30,412 | $ | - | $ | - | $30,412 |
| U.S. government and agency securities | Level 2 | 3,405 | - | (1) | 3,404 | ||
| Corporate debt securities | Level 2 | 4,212 | - | - | 4,212 | ||
| Total cash equivalents | 38,029 | - | (1) | 38,028 | |||
| Short-term marketable securities: | |||||||
| U.S. government and agency securities | Level 2 | 54,477 | - | (64) | 54,413 | ||
| Corporate debt securities | Level 2 | 26,250 | - | (39) | 26,211 | ||
| Total short-term marketable securities | 80,727 | - | (103) | 80,624 | |||
| Total financial assets | $118,756 | $ | - | $(104) | $118,652 | ||
| Financial liabilities: | |||||||
| Short-term financial liabilities: | |||||||
| Contingent consideration | Level 3 | $40,647 | $ | - | $ | - | $40,647 |
| Total short-term financial liabilities | 40,647 | - | - | 40,647 | |||
| Long-term financial liabilities: | |||||||
| Contingent consideration | Level 3 | 54,710 | - | - | 54,710 | ||
| Success payment liabilities | Level 3 | 16,566 | - | - | 16,566 | ||
| Total long-term financial liabilities | 71,276 | - | - | 71,276 | |||
| Total financial liabilities | $111,923 | $ | - | $ | - | $111,923 | |
| ValuationHierarchy · Amortized Cost · GrossUnrealizedHolding Gains · GrossUnrealizedHolding Losses · EstimatedFair Value | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands) | |||||||
| Financial assets: | |||||||
| Cash equivalents: | |||||||
| Money market funds | Level 1 | $63,000 | $ | - | $ | - | $63,000 |
| U.S. government and agency securities | Level 2 | 6,528 | - | - | 6,528 | ||
| Total cash equivalents | 69,528 | - | - | 69,528 | |||
| Short-term marketable securities: | |||||||
| U.S. government and agency securities | Level 2 | 65,082 | 29 | - | 65,111 | ||
| Corporate debt securities | Level 2 | 1,402 | - | (1) | 1,401 | ||
| Total short-term marketable securities | 66,484 | 29 | (1) | 66,512 | |||
| Total financial assets | $136,012 | $29 | $(1) | $136,040 | |||
| Financial liabilities: | |||||||
| Short-term financial liabilities: | |||||||
| Contingent consideration | Level 3 | $40,200 | $ | - | $ | - | $40,200 |
| Total short-term financial liabilities | 40,200 | - | - | 40,200 | |||
| Long-term financial liabilities: | |||||||
| Contingent consideration | Level 3 | 83,518 | - | - | 83,518 | ||
| Success payment liabilities | Level 3 | 19,238 | - | - | 19,238 | ||
| Total long-term financial liabilities | 102,756 | - | - | 102,756 | |||
| Total financial liabilities | $142,956 | $ | - | $ | - | $142,956 | |
The Company measures the fair value of money market funds based on quoted prices in active markets for identical assets or liabilities. The Level 2 marketable securities include U.S. government and agency securities and corporate debt securities and are valued based on either recent trades of securities in inactive markets or quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data.
There wereno available-for-sale debt securities in a material loss position as of September 30, 2026 and December 31, 2025. The Company determined that there was no material change in the credit risk of the investments during the three months ended September 30, 2026. As such, an allowance for credit losses has not been recognized. As of September 30, 2026, the Company does not intend to sell such securities, and it is not more-likely-than-not that the Company will be required to sell the securities prior to the recovery of the amortized cost basis.
As of September 30, 2026, all marketable securities had an effective maturity date oftwo years or less. Investments in securities with maturities of less thanone year, or those for which management intends to use to fund current operations, are included in current assets and classified as available-for-sale. As of September 30, 2026 and December 31, 2025, the balance in accumulated other comprehensive income (loss) included net unrealized gains (losses) related to the Company’s available-for-sale debt securities.
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities:
| ContingentConsideration | Cobalt Success PaymentLiability | Harvard Success PaymentLiability | |
|---|---|---|---|
| (in thousands) | |||
| Balance as of December 31, 2025 | $123,718 | $17,875 | $1,363 |
| Changes in fair value – expense (gain) | 10,745 | (1,823) | (489) |
| Balance as of March 31, 2026 | 134,463 | 16,052 | 874 |
| Changes in fair value – expense | 16,362 | 7,167 | 384 |
| Balance as of June 30, 2026 | 150,825 | 23,219 | 1,258 |
| Changes in fair value – gain | (55,468) | (7,629) | (282) |
| Balance as of September 30, 2026 | $95,357 | $15,590 | $976 |
Contingent consideration
The Company utilizes significant estimates and assumptions it believes would be made by a market participant in determining the estimated fair value of the Cobalt Contingent Consideration at each balance sheet date. The fair value of the Cobalt Contingent Consideration was determined based on the estimated probability and timing of the specified development milestone payments and the estimated probability, timing, and amount of potential payments to the Company from business development transactions involving the fusogen technology, as well as the applicable discount rates. The discount rate captures the credit risk associated with the payment of the contingent consideration when earned and due. The Company assesses these estimates on an ongoing basis as additional data impacting the assumptions are obtained.
The fair value of the Cobalt Contingent Consideration was calculated using the following unobservable inputs:
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Unobservable Input | Range | Weighted-Average | Range | Weighted-Average |
| Discount rates | 17.3% – 19.1% | 18.2% | 10.6% – 12.1% | 11.6% |
| Probability of occurrence | 0.3% – 65.0% | 20.5% | 1.0% – 60.0% | 27.4% |
The weighted-average unobservable inputs were calculated based on the relative value of the specified development milestones and potential payments to the Company from business development transactions involving the fusogen technology. The estimated fair value of the Cobalt Contingent Consideration may change significantly as development progresses and additional data are obtained, impacting the assumptions used to estimate the fair value of the liability, including the probability and timing of the specified development milestones and potential payments to the Company from business development transactions involving the fusogen technology. In evaluating the fair value assumptions, judgment is required to interpret the market data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions, inputs, and/or different valuation techniques could result in materially different fair value estimates.
Success payments
The Company utilizes significant estimates and assumptions in determining the estimated fair value of the success payment liabilities and the associated expense or gain at each balance sheet date. The estimated fair value of the Cobalt Success Payment and Harvard Success Payment liabilities was determined using a Monte Carlo simulation methodology, which models the estimated fair value of the liability based on several key assumptions, including the expected volatility, remaining term, risk-free interest rate, estimated number and timing of valuation measurement dates on the basis of which payment may be triggered, and, for the Cobalt Success Payment, the Company’s market capitalization, and, for the Harvard Success Payments, the per share fair value of the Company’s common stock. The potential Cobalt Success Payment is payable in cash or stock, and the potential Harvard Success Payments are payable in cash.
The fair values of the Cobalt Success Payment and Harvard Success Payments were calculated using the following unobservable inputs:
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Unobservable Input | Cobalt | Harvard | Cobalt | Harvard |
| Expected stock price volatility | 95.0% | 95.0% | 77.5% | 77.5% |
| Expected term (years) | 12.4 | 4.5 | 13.1 | 5.2 |
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