Sana Biotechnology, Inc. entered into a stock purchase agreement to acquire Cytocardia, Inc. from Robb MacLellan, Charles E. Murry and Scott Thies for approximately $150 million.
November 09, 2020
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Sana Biotechnology, Inc. entered into a stock purchase agreement to acquire Cytocardia, Inc. from Robb MacLellan, Charles E. Murry and Scott Thies for approximately $150 million on November 12, 2019. Under the agreement, Sana Biotechnology will acquire all 7,894,737 shares issued and outstanding stock in Cytocardia for consideration of $8 million in cash wherein $6.8 million is paid at closing and $1.2 million will be held for 15 months, until February 2021, to satisfy certain general representations and warranties as set forth in the stock purchase agreement. Additionally, an aggregate of up to $140 million future milestone payments shall be paid upon the achievement of certain pre-specified development and commercial milestones. $8 million of which shall be paid upon the acceptance of an investigational new drug application prior to the ten year anniversary of the closing date; $17 million shall be paid upon treatment of a human patient with an Earn-Out Product in a Phase II Clinical Trial by purchaser or any of its subsidiaries or licensees prior to the ten year anniversary of the closing date; and $50 million shall be paid upon receipt of the first approval by the FDA or the European Medicines Agency of the marketing and sale by purchaser or any of its subsidiaries or licensees of an Earn-Out Product in the United States, France, Germany, Italy, Spain or the United Kingdom prior to the fifteen year anniversary of the closing date. Furthermore, Sana Biotechnology shall also pay the following payments with regards to commercial milestones: $5 million dollars for annual net sales of $100 million; $10 million for annual net sales of $250 million; $20 million for annual net sales of $500 million; and $30 million for annual net sales of $1 billion. The transaction is subject to conditions including, the board approval from both companies, resignation of the board of directors of Cytocardia, each Key Employee shall have executed and delivered to purchaser an Offer Letter and Proprietary Rights Agreement, each of the Key Consultants shall have executed and delivered to purchaser a Consulting Agreement, and each of the persons shall have executed and delivered to purchaser a Restrictive Covenants Agreement. Sonya Erickson of Cooley LLP acted as legal advisor to Cytocardia. Gregory Smith of Woodside Counsel, PC acted as legal advisor to Sana Biotechnology.
Sana Biotechnology, Inc. completed the acquisition of Cytocardia, Inc. from Robb MacLellan, Charles E. Murry and Scott Thies on November 12, 2019.
Sana Biotechnology, Inc. is a biotechnology company focusing on utilizing engineered cells as medicines. It is engaged in developing cell engineering programs to revolutionize treatment across an array of therapeutic areas with unmet treatment needs, including oncology, diabetes, B-cell-mediated autoimmune and central nervous system disorders. It develops a pipeline of clinical product candidates focused on creating transformative ex vivo therapies across a range of therapeutic areas. Its pipeline includes SC291, SC262, SC255, C379, SC451 and UP421. It is applying its hypoimmune technology to donor derived T cells to be used as allogeneic cell therapies for hematologic malignancies. It is developing SC255, a B-cell maturation antigen-directed allogeneic CAR T, for the treatment of multiple myeloma. It is developing SC262, its hypoimmune-modified CD22-directed allogeneic CAR T program, initially as a potential treatment for patients with relapsed and/or refractory B-cell malignancies.
Sana Biotechnology, Inc. entered into a stock purchase agreement to acquire Cytocardia, Inc. from Robb MacLellan, Charles E. Murry and Scott Thies for approximately $150 million.
SANA BIOTECHNOLOGY, INC. 
