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. (SNTI) reported that director Edward Mathers notified the board on October 27, 2026, of his decision to resign, effective immediately. He also resigned from all board committees on which he served, effective immediately.
The board set October 30, 2026, at close of business, as the record date for the previously announced distribution of contingent value rights (CVRs). The distribution relates to transactions under a merger agreement dated July 14, 2026, which closed on October 21, 2026.
Senti Biosciences Holdings, Inc. (SNTI) completed its merger on October 21, 2026, divesting its ownership of Senti Holdings, Inc. and Senti Biosciences, Inc. to ST NewCo Limited. SNTI received exclusive worldwide rights to certain patents, agreements and know-how supporting its Rett Syndrome and TIL programs, and assumed future obligations under assigned agreements.
Midco is to distribute one CVR per common share as of a post-closing record date; holders of options, RSUs and warrants also qualify under their terms. CVR payments may total up to $60.0 million if SENTI-202 milestones are achieved within seven years: $10.0 million for BLA filing acceptance, $20.0 million for FDA approval, and $30.0 million if cumulative worldwide net sales exceed $200.0 million. CVRs have no voting or dividend rights and are not equity interests.
SNTI issued 7,309,941 shares to CPIF II-7 Limited at $0.342 per share for approximately $2.5 million. The Company required exchange of $16.0 million of outstanding notes into common stock on October 28, 2026, at $0.342 per share; the pro forma estimate was 46,783,626 exchange shares. Management said resources may not support operations starting as early as the fourth quarter of 2026, and additional funding is needed.
Senti Biosciences Holdings, Inc. (SNTI) reported that 19,953 common shares were withheld by the issuer from Kanya Rajangam, the issuer’s Pres. & Chief Med. & Dev. Off., on October 21, 2026, to satisfy income tax withholding and remittance obligations tied to net settlement of certain time-based restricted stock unit awards. The withholding was not an open-market sale. Rajangam directly held 54,890 common shares following the transaction.
Senti Biosciences Holdings, Inc. (SNTI) CEO and director Timothy K. Lu reported that 157,312 common shares were withheld by the issuer on October 21, 2026, to satisfy income tax withholding and remittance obligations in connection with net settlement of certain time-based restricted stock unit awards. The shares were not an open-market sale. Lu directly held 482,271 shares afterward. Separate indirect holdings are listed as 52,839 shares held by his spouse and 52,839 shares held by Luminen Services, LLC, trustee of the Luminen Trust; Lu is the trust’s settlor and disclaims Section 16 beneficial ownership except to the extent of his pecuniary interest, if any. No Rule 10b5-1 plan is reported.
On October 15, 2026, Senti Biosciences Holdings, Inc. (SNTI) reported that stockholders at its reconvened 2026 Annual Meeting approved the Merger Agreement and related transactions, meeting both required voting tests: 15,851,146 votes for under Stockholder Approval and 6,074,146 votes for under Majority of the Minority Approval. Each tally recorded 4,325,620 votes against and 63,289 abstentions.
Stockholders also approved issuance of more than 19.99% of outstanding common shares upon exchange of Senti Holdings, Inc.’s Senior Secured Convertible Notes, and approved a reverse-split amendment at a ratio from 1-for-20 to 1-for-50, at the Board’s discretion and subject to its authority to abandon the amendments. Timothy Lu, Edward Mathers and Frances D. Schulz were elected as Class I directors to serve until the 2029 annual meeting and until their successors are elected and qualified. KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The meeting represented 20,240,055 shares out of 31,145,390 shares entitled to vote, approximately 64.98% of shares outstanding as of the record date. Proposal 6 was not presented after the Company obtained the required votes for the merger proposal.
Senti Biosciences Holdings, Inc. (SNTI) adjourned its virtual 2026 Annual Meeting on October 8, 2026, without conducting business, although a quorum was present. The meeting was adjourned to allow more time to solicit votes in favor of the Merger Agreement Proposal and will reconvene on October 15, 2026, at 8:00 a.m. Pacific time, virtually. The proposals are unchanged, polls remain open, and the record date remains September 23, 2026. Stockholders who already voted and do not want to change their vote need not take action.
Senti Biosciences Holdings, Inc. asks stockholders to approve a proposed merger in which Senti Merger Sub, Inc. would merge into wholly owned Senti Holdings, Inc. (Midco), which would survive as a wholly owned subsidiary of Celadon Partners SPV 35 Limited. Eligible equityholders would receive one contingent value right (CVR) for each common share outstanding on a CVR record date set 5 to 10 days after closing. CVRs provide only contingent milestone payments, capped at $60,000,000 in aggregate, if milestones are achieved on or before the seventh anniversary of closing. No cash is paid to the Company or common stockholders as merger consideration at closing, and no milestone payment is guaranteed.
If the merger closes, Senti says it will stop developing SENTI-202 and continue its Rett Syndrome and TIL programs. The parties expect to complete the merger in the second half of 2026, subject to closing conditions; the stockholder vote is scheduled for October 8, 2026. Separately, a Celadon affiliate agreed, subject to the agreement’s terms, to purchase $2.5 million of Company shares at or around closing at the Nasdaq-defined Minimum Price. Stockholders are also asked to approve a reverse split ratio ranging from 1-for-20 to 1-for-50, with the Board authorized to select the ratio or abandon the amendments.
Senti Biosciences Holdings, Inc. registered up to 25,555,024 shares of common stock for resale by selling securityholders, issuable upon exchange of senior secured convertible notes issued by subsidiary Senti Holdings, Inc. Senti receives no proceeds from the resales; it received approximately $15.5 million in aggregate net proceeds from the note issuances. Notes outstanding totaled $16.0 million; the initial exchange price is $0.6261 per share.
Under a merger agreement with Celadon Partners SPV 35 Limited, its subsidiary Senti Merger Sub would merge into Senti Holdings, Inc. (Midco), which would remain a wholly owned subsidiary of Parent. Senti is expected to remain public, retaining certain intellectual property, collaborations and early-stage Regulator Dial programs. Closing is subject to stockholder approval and other customary conditions, and is expected in the second half of 2026. Stockholders and certain equity holders may receive contingent value rights tied to SENTI-202 milestones, with potential cash payments of up to $60.0 million. Senti reports recurring losses, negative operating cash flows and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern.
Senti Biosciences Holdings, Inc. (SNTI) announced that Brenda Cooperstone, Ph.D., resigned from its Board of Directors effective immediately on September 23, 2026. She also resigned as a member and Chair of the Board’s Compensation Committee, effective immediately. The company stated that her resignation was not the result of any disagreement concerning its operations, policies or practices.