Welcome to our dedicated page for Senti Biosciences Holdings SEC filings (Ticker: SNTI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Senti Biosciences SEC filings document a clinical-stage biotechnology issuer built around the Gene Circuit platform and its cell-therapy pipeline. The company’s 8-K reports cover operating and financial results, corporate updates, clinical or regulatory disclosures, shareholder voting matters, governance items, capital-structure matters and material agreements, including research-and-development laboratory lease disclosures.
The filing record also includes a Form 15-12G for Senti Biosciences, Inc. after a completed Delaware holding company reorganization under which Senti became a subsidiary within Senti Biosciences Holdings. That filing addresses termination or suspension of Exchange Act registration and reporting duties for the covered Senti common stock, alongside the issuer’s corporate-status and security-class disclosures.
Senti Biosciences Holdings, Inc. has called a virtual 2026 annual meeting on August 18, 2026 to vote on multiple items, including a proposed merger with Celadon Partners SPV 35 Limited’s affiliate and several related corporate actions.
Under the Merger Agreement, Senti Merger Sub, Inc. will merge into Senti Holdings, Inc. (Midco), which will become a wholly owned subsidiary of Celadon’s Parent. Senti stockholders will retain their common shares and receive one contingent value right (CVR) per share, representing only a contingent right to future milestone payments, up to an aggregate of $60,000,000, if specified milestones are achieved within seven years; no cash is paid at closing.
After the transaction, Senti plans to focus on its early-stage Rett Syndrome and TIL programs, while discontinuing other programs such as SENTI-202. Other proposals include electing three directors, ratifying KPMG LLP, approving issuance of more than 19.99% of common stock upon exchange of Midco’s senior secured convertible notes, authorizing a 1‑for‑20 to 1‑for‑50 reverse stock split at the Board’s discretion, and approving a potential adjournment to secure votes on the merger. The merger requires both a majority of outstanding shares and a separate Majority of the Minority Approval.
Celadon-affiliated entities report beneficial ownership of 25,748,890 shares of Senti Biosciences Holdings common stock, representing 54.6% of the class, with shared voting and dispositive power. This total includes 15,971,890 shares of common stock issuable upon exchange of Initial Notes, contingent on stockholder approval and an immediate exchange.
They describe an Agreement and Plan of Merger among Senti Biosciences Holdings, Senti Holdings (Midco), Senti Biosciences (Opco), Celadon Partners SPV 35 (Parent) and Senti Merger Sub. Merger Sub will merge into Midco, whose shareholders will receive contingent value rights for potential milestone payments of up to $60 million tied to SENTI-202. Within 21 days of the Merger Agreement, Parent or an affiliate must fund and purchase Additional Notes equal to $6,000,000 minus any net proceeds from Senti stock sales under its existing at-the-market facility, with Parent able to direct use of that facility. Following the Merger, Senti Biosciences is expected to remain a public company with a streamlined operating structure, retaining selected intellectual property, collaborations and early-stage Regulator Dial programs.
Senti Biosciences Holdings, Inc. is registering 15,971,890 shares of common stock for resale by a selling securityholder. These shares are issuable upon exchange of Senior Secured Convertible Notes issued in a May 2026 private placement, from which Senti has already received about $9.7 million in net proceeds; Senti will receive no cash from the resale itself.
The registered shares equal about 51.3% of common stock outstanding as of March 31 2026, and the company states that exchanges of the Notes could be significantly dilutive and may pressure its share price. A Merger Agreement with an affiliate of the selling securityholder would move most of Senti’s existing business into a private entity, while current stakeholders receive contingent value rights that may pay up to $60 million if SENTI‑202 milestones are met. Senti also discloses recurring losses, negative operating cash flows and an accumulated deficit, and its auditor has included a going‑concern explanatory paragraph for 2025.
Senti Biosciences Holdings, Inc. agreed to a strategic merger under which a Celadon-affiliated Cayman entity will acquire substantially all of Senti’s existing business and pipeline, including SENTI‑202, through a merger of Merger Sub into Senti Holdings, Inc. The listed company is expected to remain public with a streamlined structure, retaining intellectual property, collaborations and early-stage programs built on its Regulator Dial™ platform for Rett syndrome gene therapy and armored tumor‑infiltrating lymphocyte therapies.
At closing, Senti stockholders, RSU holders and, upon exercise, option and warrant holders will receive one contractual contingent value right (CVR) per share. Each CVR entitles holders to a pro rata share of up to $60.0 million in potential milestone payments: $10.0 million on SENTI‑202 Biologics License Application filing and FDA acceptance (or lapse of the 60‑day review period without rejection), $20.0 million on FDA approval of that BLA, and $30.0 million if cumulative worldwide net sales of SENTI‑202 exceed $200.0 million by the seventh anniversary of closing. CVRs are generally non‑transferable, carry no voting or dividend rights, and may never pay out if milestones are not achieved.
The merger requires approval by a majority of outstanding shares and a Majority of the Minority vote, specified regulatory clearances and other customary conditions, with an outside date of December 31, 2026 and a $2.5 million termination fee payable by Senti in certain competing‑proposal scenarios. Parent or an affiliate must provide up to $6.0 million in additional Senior Secured Convertible Notes funding, reduced dollar‑for‑dollar by any net proceeds from Senti’s at‑the‑market equity program. Senti preliminarily estimates cash and cash equivalents of $6.5 million as of June 30, 2026 and believes this, together with the Additional Funding Amount, should fund operations through the expected closing and into approximately the fourth quarter of 2026. Depending on how many Notes are issued and exchanged, a Celadon affiliate could beneficially own between 54.6% and 77.5% of Senti’s common stock, and post‑merger the company will rely on just two early-stage programs while continuing to bear public‑company costs and Nasdaq listing risk.
Senti Biosciences Holdings, Inc. registers 15,971,890 shares of Common Stock for resale by a selling securityholder. These Resale Shares are issuable upon exchange of Senior Secured Convertible Notes issued May 20, 2026, and represent roughly half of the Company’s outstanding common stock.
The Company states it will receive no proceeds from resale of the Resale Shares and that it received approximately $9.7 million in net proceeds from the Note issuance. The Notes bear no interest unless an event of default occurs, mature on November 23, 2026, and include an initial exchange price of $0.6261 per share. Nasdaq rules presently limit issuance on exchange to 19.99% of outstanding shares absent shareholder approval; the company has agreed to call a meeting to seek approval not later than August 31, 2026.
Senti Biosciences Holdings, Inc. has issued and sold $10.0 million in aggregate principal amount of Senior Secured Convertible Notes through its subsidiary Senti Holdings, Inc. to Celadon Partners SPV 24 under a previously announced securities purchase agreement.
Acquiom Agency Services LLC was appointed collateral agent, and the form of note was updated to reflect this. The company also entered into a Registration Rights Agreement, a Guarantee by its subsidiaries (other than Senti Holdings), and Voting Agreements with directors, executive officers, and Celadon.
The company describes potential future “Subject Transactions,” including possible issuance of notes beyond an Exchange Cap and a merger of a Celadon affiliate into Senti Holdings, under which Senti Holdings could issue a contingent value right that may pay up to $60.0 million in cash upon specified SENTI-202 milestones. Senti plans to file a proxy statement on Schedule 14A and urges stockholders to read those materials before voting.
Senti Biosciences Holdings, Inc. reported a first‑quarter 2026 net loss of $4.2 million, significantly narrower than $14.1 million a year earlier, helped by a $6.9 million gain from amending its Alameda lease.
Cash and cash equivalents were $8.9 million as of March 31, 2026, with operating cash outflow of $7.5 million for the quarter. Management concluded that substantial doubt exists about the company’s ability to continue as a going concern, expecting current resources to fund operations only into the second quarter of 2026.
After quarter‑end, Senti agreed to a securities purchase arrangement for up to $40.0 million of senior secured convertible notes, with an initial $10.0 million tranche expected in May 2026, which would extend operations into the third quarter of 2026. The company remains a clinical‑stage biotech with an accumulated deficit of $362.8 million, continuing to invest in its SENTI‑202 program and gene circuit platform while relying on external financing, including an at‑the‑market equity program and related‑party funding.
Senti Biosciences Holdings reported first quarter 2026 results and key progress for its lead program SENTI-202. Net loss narrowed to $4.2 million versus $14.1 million a year earlier as operating expenses declined, helped by a $6.9 million gain from lease modifications and lower R&D and G&A spending. Cash and cash equivalents were $8.9 million on March 31, 2026, with net cash used in operating activities of $7.5 million.
The company highlighted a positive FDA RMAT meeting that supports a single-arm, multi-center pivotal trial of SENTI-202 in relapsed/refractory AML after lymphodepleting chemotherapy. Phase 1 data showed a 50% composite complete remission rate in patients receiving Donor X–derived NK cells versus 12.5% with non–Donor X material, with all complete remissions MRD-negative and durable up to 21+ months. Senti also secured a strategic financing vehicle for up to $40 million in senior secured convertible notes and outlined potential additional $60 million in contingent value rights tied to SENTI-202 milestones.