0001193125-21-024542.txt : 20210304 0001193125-21-024542.hdr.sgml : 20210304 20210201160451 ACCESSION NUMBER: 0001193125-21-024542 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sana Biotechnology, Inc. CENTRAL INDEX KEY: 0001770121 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 188 EAST BLAINE STREET, SUIT 400 CITY: SEATTLE STATE: WA ZIP: 98102 BUSINESS PHONE: (206) 701-7914 MAIL ADDRESS: STREET 1: 188 EAST BLAINE STREET, SUIT 400 CITY: SEATTLE STATE: WA ZIP: 98102 CORRESP 1 filename1.htm Company Acceleration Request

Sana Biotechnology, Inc.

188 East Blaine Street, Suite 400

Seattle, WA 98102

February 1, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-6010

 

Attention:

Tracie Mariner

Mary Mast

Ada D. Sarmento

Mary Beth Breslin

 

  Re:

Sana Biotechnology, Inc. Registration Statement on Form S-1 (Registration No. 333- 252061)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-252061) (the “Registration Statement”) of Sana Biotechnology, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time, on February 3, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Brian Cuneo at (650) 463-3014 or B. Shayne Kennedy at (714) 755-8181.

Thank you for your assistance in this matter.

 

Very truly yours,

SANA BIOTECHNOLOGY, INC.

By:

  

/s/ Steven D. Harr, M.D.

 

Steven D. Harr, M.D.

 

President and Chief Executive Officer

 

cc:

James J. McDonald, Sana Biotechnology, Inc.

Brian Cuneo, Latham & Watkins LLP

B. Shayne Kennedy, Latham & Watkins LLP

Charles S. Kim, Cooley LLP

Kristin VanderPas, Cooley LLP

CORRESP 2 filename2.htm Underwriters' Acceleration Request

February 1, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:

  

Tracie Mariner

Mary Mast

Ada D. Sarmento

Mary Beth Breslin

 

Re:

Sana Biotechnology, Inc.

Registration Statement on Form S-1 (File No. 333-252061)

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between January 28, 2021 and the date hereof, approximately 3,790 copies of the Preliminary Prospectus dated January 28, 2021 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:30 p.m. Eastern Time, on Wednesday, February 3, 2021 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

MORGAN STANLEY & CO. LLC

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

BOFA SECURITIES, INC.

As representatives of the Underwriters

 

By:

  

Morgan Stanley & Co. LLC

By:

  

/s/ Kalli Dircks

 

Name: Kalli Dircks

 

Title: Managing Director

By:

  

Goldman Sachs & Co. LLC

By:

  

/s/ Mairin Rooney

 

Name: Mairin Rooney

 

Title: Managing Director

By:

  

J.P. Morgan Securities LLC

By:

  

/s/ Benjamin Burdett

 

Name: Benjamin Burdett

 

Title: Managing Director

By:

  

BofA Securities, Inc.

By:

  

/s/ Charles Newton

 

Name: Charles Newton

 

Title: Managing Director