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

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 sales 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 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 incorporated 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 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 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 S-1S-3S-4S-9S-11S-13 PROSPECTUS Pageii1456 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 that we file with theSecurities and Exchange Commission, or the SEC. This means that we can disclose important information to you from those documents which we mayfile with the SEC from time to time. The information incorporated by reference is considered to be a part of this prospectus supplement and theaccompanying prospectus and should be read with the same care. To the extent there is a conflict between the information contained in this prospectus This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on FormS-3that we filed with the SEC.Under this prospectus supplement and the accompanying prospectus, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $119,000,000 from time to time through TD Cowen acting as our agent at prices and on terms to be determined by market conditions at This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. Before buying any of the common stockthat we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the informationincorporated by reference as described under the headings “Where You Can Find More Information” and “Incorporation by Reference.” These We have not, and TD Cowen has not