UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2022

 

SANA BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-39941		83-1381173
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

188 East Blaine Street, Suite 400

Seattle, Washington 98102

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (206) 701-7914

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SANA		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

Sana Biotechnology, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) on June 6, 2022. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2022.

Proposal 1: The Company’s stockholders elected all the nominees to serve as Class I directors of the Company’s Board of Directors, each to serve for a three-year term expiring at the Company’s 2025 annual meeting of stockholders, by the votes set forth in the table below:

 

Nominees		For		Withheld				Broker Non-Votes
Douglas Cole, M.D.		95,399,718			19,181,136				6,890,649
Steven D. Harr, M.D.		101,290,115			13,290,739				6,890,649
Michelle Seitz, CFA		101,236,242			13,344,612				6,890,649
Patrick Y. Yang, Ph.D.		97,206,354			17,374,500				6,890,649

Proposal 2: The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, by the votes set forth in the table below:

 

For		Against		Abstain
121,383,541		69,855		18,107

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				SANA BIOTECHNOLOGY, INC.
Date: June 9, 2022				By:		/s / James J. MacDonald
						James J. MacDonald
						Executive Vice President and General Counsel