v3.26.3
Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination [Abstract]  
Acquisitions

4. Acquisitions

Cobalt Biomedicine, Inc.

In February 2019, the Company acquired 100% of the outstanding equity of Cobalt Biomedicine, Inc. (Cobalt), a privately held early-stage biotechnology company developing a platform technology using its fusogen technology to specifically and consistently deliver various biological payloads to cells (the Cobalt acquisition).

As part of the Cobalt acquisition, the Company recorded an intangible asset of $59.2 million, which consists of in-process research and development that is classified as indefinite-lived until the successful completion of the associated research and development technology, at which point it becomes a finite-lived asset and will be amortized over its estimated useful life. If the research and development technology is abandoned, an impairment charge will be recorded. The Company is actively developing the fusogen technology and, accordingly, the intangible asset is not complete. Amortization will begin when regulatory approval of a product candidate developed using the fusogen technology is obtained in a major market, typically either the United States or the European Union.

The Company recognized $140.6 million of goodwill as a result of the Cobalt acquisition, which is primarily attributable to the value the acquisition provides the Company by complementing the Company’s ex vivo cell therapy technology with in vivo fusogen cell engineering technology and furthering the Company’s research in using engineered cells as medicines. The goodwill is not deductible for income tax purposes. There were no impairments of the intangible asset or goodwill since the acquisition.

Pursuant to the terms and conditions in the Cobalt acquisition agreement, which was amended in August 2026, the Company is obligated to pay to certain former Cobalt stockholders contingent consideration (Cobalt Contingent Consideration) of up to an aggregate of $500.0 million and a success payment (Cobalt Success Payment) of up to $500.0 million, each of which is payable in cash or stock. The August 2026 amendment restructured the Cobalt Contingent Consideration to (i) expand the Cobalt Contingent Consideration triggers to include both the achievement of specified development milestones and the Company’s receipt of payments from business development transactions involving the fusogen technology and (ii) reduce or defer the payment of certain milestone amounts until a change of control of the Company. The Cobalt Success Payment would become payable if the Company’s market capitalization equals or exceeds $8.1 billion and the Company is advancing a product developed using the fusogen technology in a clinical trial pursuant to an investigational new drug application, or is in the process of filing or has filed, or received approval for, a biologics license application or new drug application for such product. The Cobalt Success Payment may alternatively become payable in connection with a change of control of the Company if at least one Company product developed using the fusogen technology is the subject of an active research program at the time of such change of control. If the Company’s market capitalization is below certain threshold amounts as of the date of a change of control, the amount of the Cobalt Success Payment will decrease, and the amount of potential Cobalt Contingent Consideration will increase, as shown in the table below. The Cobalt Success Payment may become payable over a maximum of 20 years from the date of the acquisition. As of September 30, 2026, no Cobalt Contingent Consideration or Cobalt Success Payment had been triggered.

 

Sana market capitalization upon a change of control and resulting impact to Cobalt Success Payment and additional potential Cobalt Contingent Consideration

 

Cobalt Success
Payment

 

 

Additional
potential Cobalt
Contingent
Consideration

 

 

 

(in millions)

 

Equal to or exceeds $8.1 billion

 

$

500

 

 

$

-

 

Equal to or exceeds $7.4 billion, but less than $8.1 billion

 

 

150

 

 

 

350

 

Equal to or exceeds $6.8 billion, but less than $7.4 billion

 

 

100

 

 

 

400

 

Less than $6.8 billion

 

 

-

 

 

 

500

 

The Cobalt Success Payment and Cobalt Contingent Consideration liabilities are carried at fair value, with changes in fair value recognized in research and development related success payments and contingent consideration. As of September 30, 2026 and December 31, 2025, the estimated fair value of the Cobalt Success Payment liability was $15.6 million and $17.9 million, respectively, and was recorded in long-term liabilities. In connection with the change in the estimated fair value of the Cobalt Success Payment, the Company recognized a gain of $7.6 million and an expense of $4.8 million for the three months ended September 30, 2026 and 2025, respectively, and a gain of $2.3 million and an expense of $8.5 million for the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026, the estimated fair value of the Cobalt Contingent Consideration was $95.4 million, of which $40.6 million was recorded in short-term liabilities and $54.8 million was recorded in long-term liabilities. As of December 31, 2025, the estimated fair value of the Cobalt Contingent Consideration was $123.7 million, of which $40.2 million was recorded in short-term liabilities and $83.5 million was recorded in long-term liabilities. In connection with the change in the estimated fair value of the Cobalt Contingent Consideration, the Company recognized gains of $55.5 million and $2.0 million for the three months ended September 30, 2026 and 2025, respectively, and a gain of $28.4 million and an expense of $6.2 million for the nine months ended September 30, 2026 and 2025, respectively.