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Sana Biotechnology Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants

1. Sana announces a $75 million public offering of stock. 2. Underwriters can buy an additional $11.25 million in shares. 3. Offering subject to market conditions, no guarantees of completion. 4. Morgan Stanley and Goldman Sachs among lead managers for the offering. 5. Forward-looking statements highlight potential uncertainties in capital raising.

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FAQ

Why Bearish?

The announcement of a public offering often dilutes existing shares, historically leading to short-term price declines. Similar cases in biotech firms often resulted in immediate negative market reactions.

How important is it?

This offering is critical as it directly influences the capital structure and future operational spending of SANA. The market is sensitive to dilution, particularly in the biotech sector.

Why Short Term?

Investor sentiment typically reacts swiftly to dilution announcements, often impacting stock prices quickly. For instance, when a biotech firm announces a public offering, it can see immediate impacts within days.

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MNTACRSPEDIT
August 06, 2025 16:38 ET  | Source: Sana Biotechnology, Inc SEATTLE, Aug. 06, 2025 (GLOBE NEWSWIRE) -- Sana Biotechnology, Inc. (Nasdaq: SANA) (“Sana”), a company focused on changing the possible for patients through engineered cells, today announced that it has commenced an underwritten public offering of $75.0 million of shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock. In addition, Sana intends to grant the underwriters a 30-day option to purchase up to an additional $11.25 million of shares of its common stock. All of the shares of common stock and pre-funded warrants to be sold in the proposed offering will be sold by Sana. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed offering. Morgan Stanley, Goldman Sachs & Co. LLC, BofA Securities, and TD Cowen are acting as joint book-running managers for the proposed offering. The proposed offering is being made pursuant to a Registration Statement on Form S-3, including a base prospectus, previously filed with and declared effective by the SEC, and Sana will file a preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering, copies of which can be accessed for free through the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may also be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by email at prospectus@morganstanley.com; Goldman Sachs & Co. LLC, Attn: Prospectus Department, at 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; BofA Securities, Attn: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001 or by email at dg.prospectus_requests@bofa.com; or TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of any such state or jurisdiction. About Sana Biotechnology Sana Biotechnology, Inc. is focused on creating and delivering engineered cells as medicines for patients. Sana has operations in Seattle, WA, Cambridge, MA, and South San Francisco, CA. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws, including those related to the completion, timing, and size of the proposed offering and our intent to grant the underwriters a 30-day option to purchase additional shares. These forward-looking statements are neither promises nor guarantees and are subject to a variety of risks and uncertainties, including but not limited to: whether or not we will be able to raise capital through the sale of securities or consummate the offering; the final terms of the offering; the satisfaction of customary closing conditions; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that we file from time to time with the Securities and Exchange Commission, including the registration statement and the preliminary prospectus supplement relating to the proposed public offering. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investor Relations & Media: Nicole Keithinvestor.relations@sana.commedia@sana.com

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