Sana Biotechnology Inc美股招股说明书(2025-05-08版)

We have entered into a sales agreement, or the sales agreement, with TD Securities (USA) LLC, or TD Cowen, relating to shares of our common stock,$0.0001 par value per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the salesagreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $119,000,000 from time to time through TDCowen acting as our agent or principal. Our common stock is listed on the Nasdaq Global Select Market under the symbol “SANA.” On May7, 2025, the last reported sale price of ourcommon stock on the Nasdaq Global Select Market was $1.70 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in negotiated transactions,including block trades or block sales, or by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under theSecurities Act of 1933, as amended, or the Securities Act, including without limitation sales made through Nasdaq or any other existing trading marketfor the common stock, or by any method permitted by law. TD Cowen is not required to sell any specific amount of securities, but will act as our salesagent using commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normaltrading and sales practices, on mutually agreed terms set forth in the sales agreement. There is no arrangement for funds to be received in any escrow,trust, or similar arrangement. The compensation to TD Cowen for sales of common stock pursuant to the sales agreement will be an amount up to 3.0% of the gross proceeds of thesales price per share of common stock sold under the sales agreement. See “Plan of Distribution” beginning on pageS-15for additional informationregarding the compensation to be paid to TD Cowen. In connection with the sale of the common stock on our behalf, TD Cowen will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of TD Cowen will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to TD Cowen with respect to certain liabilities, including liabilities underthe Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply withreduced public company reporting requirements for this prospectus supplement and the accompanying prospectus, including the documents incorporatedby reference herein and therein, and may elect to comply with reduced public company reporting requirements in future filings. Our business and an investment in our common stock involve significant risks.These risks are described under the caption“RiskFactors”beginning on pageS-9of this prospectus supplement and in the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is acriminal offense. TD Cowen The date of this prospectus supplement is May8, 2025 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementMarket, Industry, and Other DataProspectus Supplement SummaryRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDilutionPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationInformation Incorporated by Reference PROSPECTUS About this ProspectusProspectus SummaryRisk FactorsForward-Looking StatementsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of Depositary SharesDescription of WarrantsDescription of Subscription RightsDescription of Purchase ContractsDescription of UnitsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common stockand also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of whichmay not apply to this offering. Generally, when we refer to this prospectus, we are referring to both the prospectus supplement and the accompanyingprospectus.In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents