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    SEC Form S-8 filed by Sana Biotechnology Inc.

    5/8/25 4:32:51 PM ET
    $SANA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $SANA alert in real time by email
    S-8 1 d862893ds8.htm S-8 S-8

    As filed with the Securities and Exchange Commission on May 8, 2025

    Registration No. 333-

     

     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM S-8

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    Sana Biotechnology, Inc.

    (Exact name of Registrant as specified in its charter)

     

     

     

    Delaware   83-1381173

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification Number)

    188 East Blaine Street, Suite 400

    Seattle, Washington 98102

      98102
    (Address of Principal Executive Offices)   (Zip Code)

    2021 Incentive Award Plan

    (Full Title of the Plan)

    Bernard J. Cassidy

    Executive Vice President, General Counsel, & Corporate Secretary

    Sana Biotechnology, Inc.

    188 East Blaine Street, Suite 400

    Seattle, Washington 98102

    (206) 701-7914

    (Name, address, including zip code, and telephone number, including area code, of agent for service)

     

     

    Copies to:

    Tony Jeffries

    Jennifer Knapp

    Wilson Sonsini Goodrich & Rosati,

    Professional Corporation

    650 Page Mill Road

    Palo Alto, CA 94304

    (650) 493-9300

     

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer   ☐    Accelerated filer   ☒
    Non-accelerated filer   ☐    Smaller reporting company   ☐
         Emerging growth company   ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

     

     
     


    EXPLANATORY NOTE

    Sana Biotechnology, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) for the purpose of registering an additional 11,196,035 shares of common stock under the Registrant’s 2021 Incentive Award Plan, as amended (the “2021 Plan”), for which registration statements of the Registrant on Form S-8 (File Nos. 333-279219, 333-252862, 333-264846, and 333-271728) are effective (the “Prior Registration Statements”), pursuant to the provisions of the 2021 Plan that provide for an automatic annual increase in the number of shares of common stock reserved for issuance thereunder. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

    PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     

    Item 3.

    Incorporation of Documents by Reference.

    The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the Securities and Exchange Commission (the “SEC”):

     

      (a)

    the Registrant’s Annual Report on Form 10-K (File No. 001-39941) for the fiscal year ended December 31, 2024, filed with the SEC on March 17, 2025;

     

      (b)

    the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-39941) (other than information furnished rather than filed), filed with the SEC on April 25, 2025;

     

      (c)

    the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39941) for the fiscal quarter ended March 31, 2025, filed with the SEC on May 8, 2025;

     

      (d)

    the Registrant’s Current Report on Form 8-K (File No. 001-39941) (other than information furnished rather than filed), filed with the SEC on May 8, 2025; and

     

      (e)

    the description of the Registrant’s common stock contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 24, 2021, including any amendments or reports filed for the purpose of updating such description.

    All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such Current Report that relate to such items) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

     

    Item 8.

    Exhibits.

    The exhibits to this Registration Statement are listed below and are incorporated herein by reference.


    EXHIBIT INDEX

     

             Incorporated by Reference  

    Exhibit

    Number

     

    Description

       Schedule
    Form
         File Number      Exhibit     Filing Date  
    4.1   Form of Common Stock Certificate.      S-1/A        333-252061        4.2       January 28, 2021  
    5.1*   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.           
    23.1*   Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).           
    23.2*   Consent of Independent Registered Public Accounting Firm.           
    24.1*   Power of Attorney (included on the signature page of this Registration Statement).           
    99.1(a)   2021 Incentive Award Plan.      S-8        333-279219        99.1 (a)      May 8, 2024  
    99.1(b)   First Amendment to 2021 Incentive Award Plan, dated as of December 8, 2021.      10-K        001-39941        10.4 (b)      March 16, 2022  
    99.1(c)   Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan.      S-1/A        333-252061        10.4 (b)      January 28, 2021  
    99.1(d)   Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan.      10-K        001-39941        10.4 (d)      March 16, 2022  
    99.1(e)   Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2021 Incentive Award Plan.      S-1/A        333-252061        10.4 (c)      January 28, 2021  
    99.1(f)   Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Incentive Award Plan.      S-1/A        333-252061        10.4 (d)      January 28, 2021  
    107.1*   Filing Fee Table.           

     

    *

    Filed herewith.


    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on May 8, 2025.

     

    SANA BIOTECHNOLOGY, INC.
    By:  

    /s/ Steven D. Harr, M.D.

      Steven D. Harr, M.D.
      President and Chief Executive Officer

    POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven D. Harr, M.D., Bernard J. Cassidy, and Susan D. Wyrick, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

     

    Signature       Title   Date

    /s/ Steven D. Harr, M.D.

    Steven D. Harr, M.D.

        President, Chief Executive Officer, and Director (Principal Executive Officer and Principal Financial Officer)   May 8, 2025

    /s/ Susan D. Wyrick

    Susan D. Wyrick

       

    Acting Chief Financial Officer

    (Principal Accounting Officer)

      May 8, 2025

    /s/ Hans E. Bishop

    Hans E. Bishop

        Chairman of the Board   May 8, 2025

    /s/ Joshua H. Bilenker, M.D.

    Joshua H. Bilenker, M.D.

        Director   May 8, 2025

    /s/ Douglas Cole, M.D.

    Douglas Cole, M.D.

        Director   May 8, 2025

    /s/ Richard Mulligan, Ph.D.

    Richard Mulligan, Ph.D.

        Director   May 8, 2025


    /s/ Robert Nelsen

    Robert Nelsen

        Director   May 8, 2025

    /s/ Alise S. Reicin, M.D.

    Alise S. Reicin, M.D.

        Director   May 8, 2025

    /s/ Michelle Seitz, CFA

    Michelle Seitz

        Director   May 8, 2025

    /s/ Mary Agnes (Maggie) Wilderotter

    Mary Agnes (Maggie) Wilderotter

        Director   May 8, 2025

    /s/ Patrick Y. Yang, Ph.D.

        Director   May 8, 2025
    Patrick Y. Yang, Ph.D.  
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