July 30, 2025

Susan Wyrick
Acting Chief Financial Officer
Sana Biotechnology, Inc.
188 East Blaine Street
Suite 400
Seattle, WA 98102

       Re: Sana Biotechnology, Inc.
           Annual Report on Form 10-K for the Fiscal Year Ended December 31,
2024
           Filed March 17, 2025
           File No. 001-39941
Dear Susan Wyrick:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2024
Item 1. Business
Our Pipeline, page 9

1.     The pipeline table should graphically demonstrate the current status of
your product
       candidates as well as indicate each of the material stages you will need
to complete
       prior to regulatory approval and commercialization. In this regard:
           We note you have one column captioned "Phase 2/3," which could
create the
           impression of fewer regulatory steps to complete or of further
candidate progress.
           In future filings, please revise to add separate columns of equal
width for each of
           Phase 2 and Phase 3 clinical testing.
           We note that you have included a footnote 1 to the pipeline table,
which appears
           to be meant to identify an "investigator sponsored trial;" however,
it is unclear as
           to which row of the pipeline table this footnote pertains to. In
future filings, please
           revise to mark the pipeline table in the appropriate corresponding
place in order
           for investors to better understand this graphic.
 July 30, 2025
Page 2

Intellectual Property, page 48

2.     In future filings, please revise your intellectual property disclosure
in relation to the
       company's material patents as follows:
           Clearly describe on an individual or patent family basis the type of
patent
           protection granted for each product or technology (composition of
matter, use, or
           process), whether such patent is owned or licensed, the expiration
year of each
           patent, and the jurisdiction, including any foreign jurisdiction, of
each material
           pending or issued patent, or otherwise advise.
           Additionally, in light of your disclosure on page 49, it appears
that certain of your
           patents will expire on dates beginning in 2028. Revise your
discussion to identify
           with greater specificity any material patent(s) that will expire in
the near term.
           Also, as appropriate, please provide additional risk factor
disclosure discussing
           the extent to which you face material risk stemming from the
expiration of these
           patents, or otherwise advise.
License Agreement with Beam, page 56

3.     Based on your disclosure on page 56, it appears that the Beam Agreement
will remain
       in effect until the expiration of the last-to-expire royalty term.
Please revise future
       filings to clarify when the patents underlying the royalty term are
expected to expire.
License Agreement with the NIH, page 56

4.     You state on page 57 that unless earlier terminated by either party, the
NIH
       Agreement will expire upon expiration of the last-to-expire valid claim
in the licensed
       patent rights. Please revise future filings to disclose when you expect
such patent
       expiration to occur.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Sasha Parikh at 202-551-3627 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Hamill at 303-844-1008 or Tim Buchmiller at
202-551-3635
with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences
cc:   Jennifer D. Knapp, Esq.