SANA · Sana Biotechnology, Inc.

Sana Biotechnology has entered into a significant financing and strategic transaction with Mayo Clinic, structured as a registered direct offering under an existing Form S-3 shelf registration statement. The company secured an initial commitment of approximately $25.0 million through the sale of 7,507,507 shares at $3.33 per share, with a clear path to an additional $25.0 million in capital contingent on Mayo Clinic's election by August 31, 2026. This structure provides Sana with immediate capital while offering Mayo Clinic the opportunity to increase its stake on identical terms within a defined window.

A critical aspect of this transaction is the explicit use of proceeds. Unlike general corporate financing, the net proceeds are contractually restricted to the development of specific products—SC451 and certain genetically modified stem-cell derived islet cell products—under the terms of a concurrent Collaboration and License Agreement. This ties the financing directly to the advancement of the company's diabetes and cell therapy pipeline, aligning the interests of the company and its new strategic investor.

The transaction includes a lock-up provision preventing Mayo Clinic from selling, transferring, or disposing of its shares for a minimum of six months following the Initial Closing, extending to three months after a potential Second Closing. This mitigates immediate selling pressure from the new issuance. Financially, the company stated that its existing cash position of $138.4 million as of December 31, 2025, combined with the anticipated net proceeds of approximately $24.9 million from the initial closing, is expected to extend its cash runway into 2027, providing operational stability for the funded programs.