Welcome to our dedicated page for Sana Biotechnology SEC filings (Ticker: SANA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Sana Biotechnology, Inc. (NASDAQ: SANA) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Sana’s common stock is registered on The Nasdaq Global Select Market under the symbol SANA, and its filings offer detailed information on financial performance, capital markets activity, and progress in its engineered cell programs.
Investors can review current reports on Form 8-K in which Sana furnishes quarterly financial results, discusses non-GAAP measures, and describes material events such as equity offerings, impairment charges related to facilities, and portfolio prioritization decisions. These filings also summarize clinical and preclinical updates for programs like UP421, SC451, and in vivo CAR T candidates built on the fusogen platform, as well as interactions with regulators and key scientific publications.
Other SEC documents, including registration statements and prospectus supplements referenced in Sana’s 8-K filings, outline the terms of public offerings of common stock and pre-funded warrants, at-the-market sales programs, and related underwriting agreements. Governance-related 8-K items describe changes in board composition and senior leadership roles, with explanations of director resignations and executive transitions.
On Stock Titan, Sana’s filings are paired with AI-powered summaries that help explain the significance of each document, from quarterly results to material agreements. Real-time updates from EDGAR ensure that new 8-Ks and other filings appear promptly, while specialized views make it easier to identify items related to financing transactions, clinical disclosures, and corporate governance. This structure allows users to navigate Sana’s regulatory history and better understand how its engineered cell and gene therapy initiatives are reflected in official SEC reports.
Sana Biotechnology, Inc. is holding its 2026 annual stockholder meeting as a virtual-only audio webcast at 9:00 a.m. Pacific Time on June 4, 2026. Stockholders of record at the close of business on April 6, 2026, when 269,991,753 common shares were outstanding, may vote.
Investors are being asked to elect three Class II directors—Hans E. Bishop, Robert Nelsen, and Alise S. Reicin, M.D.—for terms ending at the 2029 annual meeting, and to ratify Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board unanimously recommends voting “FOR” all director nominees and “FOR” ratification of EY.
The proxy also describes Sana’s classified Board structure, committee composition, director and executive biographies, related‑person transaction policies, and a pay‑for‑performance focused executive compensation program. For 2025, President and CEO Steven D. Harr, M.D. received total compensation of $2,903,010, largely from equity and incentive awards.
Sana Biotechnology, Inc. adjusted the classification of one board seat to comply with its Amended and Restated Certificate of Incorporation. On April 22, 2026, director Steven D. Harr, M.D. resigned as a Class I director and was immediately re-appointed as a Class III director.
The filing states this change was made solely to rebalance the three director classes, and that Dr. Harr’s board service is considered continuous. Following this reclassification, the Board now has three directors in each of Class I, Class II, and Class III.
Sana Biotechnology is offering up to 15,015,014 shares of its common stock directly to Mayo Clinic in up to two closings at $3.33 per share. The Initial Closing is expected on or about April 15, 2026; Mayo Clinic may elect a Second Closing on or before August 31, 2026, subject to closing conditions.
The offering is direct (no underwriter) and, assuming both closings, would generate aggregate gross proceeds of approximately $50.0 million and estimated net proceeds of approximately $49.9 million, which Sana intends to use for development of products covered under the License Agreement, including SC451. Shares outstanding were 266,731,648 as of December 31, 2025.
Sana Biotechnology entered a stock purchase agreement with Mayo Clinic to sell 7,507,507 shares of common stock at $3.33 per share, for gross proceeds of approximately $25.0 million. Mayo Clinic may also elect, on or before August 31, 2026, to buy an additional 7,507,507 shares at the same price for another approximately $25.0 million.
The shares are issued off an effective shelf registration, with the initial closing expected around April 15, 2026, subject to customary conditions. Sana plans to use the net proceeds to develop products covered by a new license agreement with a Mayo Clinic affiliate, including SC451 and certain stem-cell derived islet cell products. Sana’s cash of $138.4 million as of December 31, 2025, plus about $24.9 million of expected net proceeds from the initial tranche, is expected to fund operations into 2027. Mayo Clinic agreed to lock up its holdings for periods tied to the closings of the initial and any additional share purchases.
Bishop Hans Edgar reported acquisition or exercise transactions in this Form 4 filing.
Sana Biotechnology, Inc. director Hans Edgar Bishop received an award of 7,763 shares of Common Stock on April 6, 2026. The filing notes these shares consist of fully vested restricted stock units granted at no cash cost per share, as part of his equity compensation.
After this grant, Bishop directly holds a total of 5,848,503 shares of Common Stock. Because the shares were awarded rather than bought in the open market, this transaction is primarily a routine compensation event, not a market purchase or sale.
Sana Biotechnology, Inc. executive vice president and chief scientific officer Dhavalkumar Dhirajlal Patel filed an initial ownership report showing his equity interests in the company. The filing lists stock options to purchase 515,000, 375,000, and 506,250 shares of common stock at exercise prices of $5.84, $2.55, and $3.41 per share, with expirations in 2034, 2035, and 2036. It also discloses restricted stock units covering 375,000, 62,500, and 112,500 shares, each RSU representing a contingent right to one share of common stock, along with 99,510 shares of common stock held directly. Footnotes describe standard time-based vesting schedules that require continuous service to Sana.
Sana Biotechnology President & CEO Steve Harr reported routine equity compensation activity. On March 6 and 7, 2026, he exercised restricted stock units to acquire a total of 91,666 shares of common stock at $0.00 per share. Related to these vestings, on March 9, 2026, 11,526 shares and 12,819 shares of common stock were disposed of at approximately $3.13 and $3.10 per share, respectively, to satisfy tax liabilities. Following these transactions, Harr directly holds 7,944,251 shares of Sana common stock, with additional indirect holdings reported through family trusts. Footnotes explain that the RSU awards vest over several years, contingent on Harr’s continued service with Sana.
Sana Biotechnology, Inc. officer Susan D. Wyrick exercised restricted stock units into common stock and had shares withheld to cover taxes. On March 6–7, she converted a total of 13,666 restricted stock units into the same number of common shares at a stated price of $0.00. On March 9, 4,387 common shares were disposed of at about $3.11 per share as tax-withholding transactions, not open-market sales. After these moves, she directly held 196,196 common shares, with additional restricted stock units scheduled to vest over several years, subject to continued service.
Sana Biotechnology, Inc. reported that officer Susan D. Wyrick acquired new equity awards. She received 45,833 restricted stock units and a stock option for 206,250 shares on March 5, 2026, both at a grant price of $0.00 per unit or option.
The restricted stock units vest in four equal installments on March 5 of 2027, 2028, 2029 and 2030, conditioned on continued service with Sana. The stock option vests as to 25% of the underlying shares on March 5, 2027 and then in 36 equal monthly installments, also requiring continuous service.