false 0001770121 0001770121 2022-06-06 2022-06-06





Washington, D.C. 20549







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




(Exact name of registrant as specified in its charter)




Delaware   001-39941   83-1381173

(State or other jurisdiction

of incorporation)



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:



   For    Withheld      Broker

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:








  69,855   18,107


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.


Date: June 9, 2022     By:  

/s / James J. MacDonald

      James J. MacDonald
      Executive Vice President and General Counsel