UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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(State or other jurisdiction of incorporation) |
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(Commission File Number)
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(IRS Employer Identification Number) |
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Name of each exchange on which registered |
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The |
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 2.02 Results of Operations and Financial Condition.
On November 8, 2024, Sana Biotechnology, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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Press release of Sana Biotechnology, Inc. dated November 8, 2024 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SANA BIOTECHNOLOGY, INC. |
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Date: November 8, 2024 |
By: |
/s/ Susan Wyrick |
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Susan Wyrick |
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Acting Chief Financial Officer |
Exhibit 99.1
Sana Biotechnology Reports Third Quarter 2024 Financial Results and Business Updates
Continue to advance hypoimmune technology in three trials across five indications in type 1 diabetes, B-cell mediated autoimmune diseases, and oncology
Enrolling patients in the investigator-sponsored trial with hypoimmune-modified primary islet cells, GLEAM trial for SC291 in B-cell mediated autoimmune diseases, and VIVID trial for SC262 in relapsed/refractory B-cell malignancies; expect data from these studies in 2024 and/or 2025
Announced increased focus on type 1 diabetes and B-cell mediated autoimmune diseases
Cash position of $199.0 million with expected cash runway into 2026
SEATTLE — November 8, 2024 — Sana Biotechnology, Inc. (NASDAQ: SANA), a company focused on creating and delivering engineered cells as medicines, today reported financial results and business highlights for the third quarter 2024.
“Early clinical data with our hypoimmune technology suggest HIP-modified cells evade immune detection, and we look forward to sharing data in 2024 and 2025 across multiple clinical settings, including type 1 diabetes, B-cell mediated autoimmune diseases, and oncology,” said Steve Harr, Sana’s President and Chief Executive Officer. “This past quarter was an important one for the company, as we enhanced our leadership team with the addition of Dhaval Patel as our new Chief Scientific Officer, made progress with our clinical programs, and focused our pipeline. We are optimistic that our recent strategic repositioning to increase focus on immunologic diseases, particularly type 1 diabetes and B-cell mediated autoimmune diseases, will help accelerate development and prolong the capital runway for the company. We look forward to multiple clinical data readouts with our current balance sheet with our cash runway into 2026.”
Payments related to ongoing activities combined with the strategic repositioning may increase the 2024 operating cash burn above prior guidance of less than $200 million.
Recent Corporate Highlights
Advancing three clinical programs across five indications, including a gene-modified primary islet cell therapy in type 1 diabetes, an allogeneic CAR T program for B-cell mediated autoimmune diseases, and an allogeneic CAR T program for cancer patients that have failed a CD19-targeted therapy:
Strengthened Research and Development leadership with the appointment of new Chief Scientific Officer
Third Quarter 2024 Financial Results
GAAP Results
Non-GAAP Measures
A discussion of non-GAAP measures, including a reconciliation of GAAP and non-GAAP measures, is presented below under “Non-GAAP Financial Measures.”
About Sana
Sana Biotechnology, Inc. is focused on creating and delivering engineered cells as medicines for patients. We share a vision of repairing and controlling genes, replacing missing or damaged cells, and making our therapies broadly available to patients. We are a passionate group of people working together to create an enduring company that changes how the world treats disease. Sana has operations in Seattle, Cambridge, South San Francisco, and Rochester.
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 company’s vision, progress, and business plans; expectations for its development programs, product candidates and technology platforms, including its preclinical, clinical and regulatory development plans and timing expectations; the potential ability of HIP-modified cells to evade immune detection; expectations regarding the timing, substance, significance, and impact of data from clinical trials of the Company’s product candidates and an IST utilizing HIP-modified primary islet cells in patients with type 1 diabetes across multiple disease settings, including type 1 diabetes, B-cell mediated autoimmune diseases, and oncology; the potential of the strategic repositioning to help accelerate development and prolong the Company’s capital runway; expectations regarding the Company’s cash runway; and expectations regarding the Company’s 2024 operating cash burn, including as a result of the strategic repositioning. All statements other than statements of historical facts contained in this press release, including, among others, statements regarding the Company’s strategy, expectations, cash runway and future financial condition, future operations, and prospects, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. The Company has based these forward-looking statements largely on its current expectations, estimates, forecasts and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. These statements are subject to risks and uncertainties that could cause the actual results to vary materially, including, among others, the risks inherent in drug development such as those associated with the initiation, cost, timing, progress and results of the Company’s current and future research and development programs, preclinical and clinical trials, as well as economic, market, and social disruptions. For a detailed discussion of the risk factors that could affect the Company’s actual results, please refer to the risk factors identified in the Company’s Securities and Exchange Commission (SEC) reports, including but not limited to its Quarterly Report on Form 10-Q dated November 8, 2024. Except as required by law, the Company undertakes no obligation to update publicly any forward-looking statements for any reason.
###
Investor Relations & Media:
Nicole Keith
investor.relations@sana.com
media@sana.com
Sana Biotechnology, Inc.
Unaudited Selected Consolidated Balance Sheet Data
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September 30, 2024 |
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December 31, 2023 |
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(in thousands) |
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Cash, cash equivalents, and marketable securities |
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$ |
199,007 |
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$ |
205,195 |
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Total assets |
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559,392 |
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565,299 |
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Contingent consideration |
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111,856 |
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109,606 |
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Success payment liabilities |
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15,115 |
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12,799 |
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Total liabilities |
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266,914 |
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277,793 |
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Total stockholders' equity |
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292,478 |
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287,506 |
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Sana Biotechnology, Inc.
Unaudited Consolidated Statements of Operations
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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(in thousands, except per share data) |
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Operating expenses: |
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Research and development |
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$ |
53,206 |
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$ |
65,613 |
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$ |
170,528 |
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$ |
205,823 |
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Research and development related success payments and contingent consideration |
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(5,497 |
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(82,615 |
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4,566 |
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(55,816 |
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General and administrative |
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14,052 |
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19,183 |
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46,763 |
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52,515 |
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Total operating expenses |
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61,761 |
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2,181 |
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221,857 |
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202,522 |
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Loss from operations |
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(61,761 |
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(2,181 |
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(221,857 |
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(202,522 |
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Interest income, net |
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2,579 |
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2,862 |
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8,815 |
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7,212 |
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Other income (expense), net |
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(742 |
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303 |
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(4,648 |
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172 |
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Net income (loss) |
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$ |
(59,924 |
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$ |
984 |
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$ |
(217,690 |
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$ |
(195,138 |
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Net income (loss) per common share – basic |
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$ |
(0.25 |
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$ |
0.00 |
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$ |
(0.95 |
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$ |
(1.01 |
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Weighted-average number of common shares – basic |
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235,412 |
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196,978 |
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229,076 |
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193,605 |
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Net income (loss) per share – diluted |
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$ |
(0.25 |
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$ |
0.00 |
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$ |
(0.95 |
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$ |
(1.01 |
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Weighted-average shares outstanding – diluted |
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235,412 |
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200,473 |
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229,076 |
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193,605 |
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Sana Biotechnology, Inc.
Changes in the Estimated Fair Value of Success Payments and Contingent Consideration
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Success Payment |
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Contingent |
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Total Success Payment Liability and Contingent Consideration |
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(in thousands) |
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Liability balance as of December 31, 2023 |
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$ |
12,799 |
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$ |
109,606 |
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$ |
122,405 |
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Changes in fair value – expense |
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32,623 |
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5,384 |
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38,007 |
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Liability balance as of March 31, 2024 |
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45,422 |
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114,990 |
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160,412 |
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Changes in fair value – gain |
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(24,575 |
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(3,369 |
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(27,944 |
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Liability balance as of June 30, 2024 |
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20,847 |
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111,621 |
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132,468 |
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Changes in fair value – expense (gain) |
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(5,732 |
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235 |
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(5,497 |
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Liability balance as of September 30, 2024 |
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$ |
15,115 |
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$ |
111,856 |
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$ |
126,971 |
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Total change in fair value for the nine months ended September 30, 2024 |
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$ |
2,316 |
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$ |
2,250 |
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$ |
4,566 |
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Non-GAAP Financial Measures
To supplement the financial results presented in accordance with generally accepted accounting principles in the United States (GAAP), Sana uses certain non-GAAP financial measures to evaluate its business. Sana’s management believes that these non-GAAP financial measures are helpful in understanding Sana’s financial performance and potential future results, as well as providing comparability to peer companies and period over period. In particular, Sana’s management utilizes non-GAAP operating cash burn, non-GAAP research and development expense and non-GAAP net loss and net loss per share. Sana believes the presentation of these non-GAAP measures provides management and investors greater visibility into the company’s actual ongoing costs to operate its business, including actual research and development costs unaffected by non-cash valuation changes and certain one-time expenses for acquiring technology, as well as facilitating a more meaningful comparison of period-to-period activity. Sana excludes these items because they are highly variable from period to period and, in respect of the non-cash expenses, provides investors with insight into the actual cash investment in the development of its therapeutic programs and platform technologies.
These are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with Sana’s financial statements prepared in accordance with GAAP. These non-GAAP measures differ from GAAP measures with the same captions, may be different from non-GAAP financial measures with the same or similar captions that are used by other companies, and do not reflect a comprehensive system of accounting. Sana’s management uses these supplemental non-GAAP financial measures internally to understand, manage, and evaluate Sana’s business and make operating decisions. In addition, Sana’s management believes that the presentation of these non-GAAP financial measures is useful to investors because they enhance the ability of investors to compare Sana’s results from period to period and allows for greater transparency with respect to key financial metrics Sana uses in making operating decisions. The following are reconciliations of GAAP to non-GAAP financial measures:
Sana Biotechnology, Inc.
Unaudited Reconciliation of Change in Cash, Cash Equivalents, and Marketable Securities to
Non-GAAP Operating Cash Burn
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Nine Months Ended September 30, |
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2024 |
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2023 |
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(in thousands) |
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Beginning cash, cash equivalents, and marketable securities |
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$ |
205,195 |
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$ |
434,014 |
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Ending cash, cash equivalents, and marketable securities |
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199,007 |
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268,570 |
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Change in cash, cash equivalents, and marketable securities |
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(6,188 |
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(165,444 |
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Cash paid to purchase property and equipment |
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32,994 |
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5,986 |
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Change in cash, cash equivalents, and marketable securities, excluding capital expenditures |
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26,806 |
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(159,458 |
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Adjustments: |
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Net proceeds from issuance of common stock |
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(181,000 |
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(27,009 |
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Cash paid for personnel-related costs related to portfolio prioritizations |
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1,110 |
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1,881 |
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Cash paid in connection with the termination of the Fremont lease |
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- |
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4,423 |
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Cash received in connection with the Coronavirus Aid, Relief, and Economic Security Act |
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- |
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(7,063 |
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Operating cash burn – Non-GAAP |
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$ |
(153,084 |
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$ |
(187,226 |
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Sana Biotechnology, Inc.
Unaudited Reconciliation of GAAP to Non-GAAP General and Administrative Expense
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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(in thousands) |
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General and administrative – GAAP |
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$ |
14,052 |
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$ |
19,183 |
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$ |
46,763 |
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$ |
52,515 |
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Adjustments: |
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Loss on termination of Fremont lease(1) |
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- |
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(2,668 |
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- |
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(2,668 |
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General and administrative – Non-GAAP |
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$ |
14,052 |
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$ |
16,515 |
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$ |
46,763 |
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$ |
49,847 |
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Sana Biotechnology, Inc.
Unaudited Reconciliation of GAAP to Non-GAAP Net Loss and Net Loss Per Share
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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(in thousands, except per share data) |
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Net income (loss) – GAAP |
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$ |
(59,924 |
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$ |
984 |
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$ |
(217,690 |
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$ |
(195,138 |
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Adjustments: |
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Change in the estimated fair value of the success payment liabilities(1) |
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(5,732 |
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(24,037 |
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2,316 |
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(8,593 |
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Change in the estimated fair value of contingent consideration(2) |
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235 |
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(58,578 |
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2,250 |
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(47,223 |
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Loss on termination of Fremont lease(3) |
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- |
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2,668 |
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- |
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2,668 |
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Impairment of other assets |
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763 |
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- |
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4,832 |
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- |
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Net loss – Non-GAAP |
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$ |
(64,658 |
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$ |
(78,963 |
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$ |
(208,292 |
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$ |
(248,286 |
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Net income (loss) per share – GAAP |
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$ |
(0.25 |
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$ |
- |
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$ |
(0.95 |
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$ |
(1.01 |
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Adjustments: |
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Change in the estimated fair value of the success payment liabilities(1) |
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(0.02 |
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(0.12 |
) |
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0.01 |
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(0.04 |
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Change in the estimated fair value of contingent consideration(2) |
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- |
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(0.30 |
) |
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0.01 |
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(0.24 |
) |
Loss on termination of Fremont lease(3) |
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- |
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0.01 |
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- |
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0.01 |
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Impairment of other assets |
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- |
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- |
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0.02 |
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- |
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Net loss per share – Non-GAAP |
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$ |
(0.27 |
) |
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$ |
(0.41 |
) |
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$ |
(0.91 |
) |
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$ |
(1.28 |
) |
Weighted-average shares outstanding – basic |
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235,412 |
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196,978 |
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229,076 |
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193,605 |
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