Senti Biosciences files ATM to sell up to $17.5M

Senti Biosciences Holdings, Inc. amends its ATM prospectus to continue offering up to $17,500,000 of common stock under a sales agreement with Leerink Partners.

Rhea-AI Filing Summary

Senti Biosciences Holdings, Inc. amends its ATM prospectus to continue offering up to $17,500,000 of common stock under a sales agreement with Leerink Partners.

The supplement states the Company became successor registrant following a holding-company reorganization implemented by merger and that approximately $6.0 million remained unsold under the ATM as of the date of this supplement.

Key Figures

Registration Statement: Form S-3, No. 333-285985 ATM capacity: $17,500,000 Remaining unsold: $6.0 million +3 more

6 metrics

Registration Statement Form S-3, No. 333-285985 originally declared effective March 31, 2025

ATM capacity $17,500,000 aggregate offering price of common stock under the sales agreement

Remaining unsold $6.0 million amount remaining unsold pursuant to the ATM Prospectus Supplement as of this Supplement

Post-effective amendment filed April 24, 2026 Post-Effective Amendment No. 1 to Registration Statement was filed

CUSIP 816944 102 new CUSIP assigned following the reorganization

Ticker symbol SNTI continues to trade on Nasdaq Capital Market

Key Terms

at-the-market, sales agreement, successor registrant, Section 251(g)

4 terms

at-the-market market

"sale of shares in accordance with the terms of a sales agreement"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

sales agreement regulatory

"sales agreement with Leerink Partners LLC, as the sales agent"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

successor registrant legal

"the Company became the successor to the Predecessor Registrant"

Section 251(g) legal

"implemented in accordance with Section 251(g) of the Delaware General Corporation Law"

Offering Details

ATM · up to $17,500,000

Offering

Offering Type ATM

Securities Offered common stock

Offering Amount up to $17,500,000

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the SNTI prospectus supplement allow the company to do?

It permits Senti Biosciences Holdings to offer up to $17,500,000 in common stock. The sales will be made from time to time through Leerink Partners under the existing ATM sales agreement described in the supplement.

How much of the ATM remained available as of the supplement date for SNTI?

Approximately $6.0 million remained unsold under the ATM. That amount is stated in the supplement as the remaining aggregate offering capacity from the prior $17.5 million program.

Why did Senti Biosciences Holdings become the successor registrant (SNTI)?

The company implemented a holding-company reorganization via merger under Section 251(g). The Predecessor Registrant merged into a Merger Sub and became a direct, wholly owned subsidiary of the new holding company.

Will the ATM continue under the same sales agent for SNTI?

Yes. The Company assumed the Predecessor Registrant’s rights and obligations under the sales agreement with Leerink Partners. The supplement confirms the sales agent relationship continues for future sales.

Does SNTI’s stock continue to trade on Nasdaq after the reorganization?

Yes. The company’s common stock continues to trade on the Nasdaq under the symbol SNTI. The supplement also notes a new CUSIP number was assigned following the reorganization.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 04:44 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-285985

Prospectus Supplement No. 1

(To Prospectus Supplement and Prospectus dated March 31, 2025)

SENTI BIOSCIENCES HOLDINGS, INC.

Up to $17,500,000

Common Stock

This Prospectus Supplement No. 1 (this “Supplement No. 1”) to the Prospectus Supplement supplements and amends the Prospectus Supplement dated March 31, 2025 (the “ATM Prospectus Supplement”) and the base prospectus dated March 31, 2025 (the “Base Prospectus”) included in the Registration Statement on Form S-3 (File No. 333-285985), each filed by Senti Biosciences, Inc. (the “Predecessor Registrant”) with the Securities and Exchange Commission (the “Commission”) on March 20, 2025, which registration statement was declared effective with the Commission on March 31, 2025. The ATM Prospectus Supplement related to the sale of shares of the Predecessor Registrant’s common stock, par value $0.0001 per share (“Predecessor Registrant Common Stock”) in accordance with the terms of a sales agreement (the “sales agreement”) with Leerink Partners LLC (“Leerink Partners”), as the Predecessor Registrant’s sales agent (the “sales agent”). In accordance with the terms of the sales agreement, the Predecessor Registrant may offer and sell shares of the Predecessor Registrant Common Stock having an aggregate offering price of up to $17,500,000 from time to time through Leerink Partners, acting as the sales agent. As of the date of this Supplement No. 1, approximately $6.0 million remained unsold pursuant to the ATM Prospectus Supplement and the sales agreement.

On April 24, 2026, Senti Biosciences Holdings, Inc., a Delaware corporation (the “Company”) filed Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (as so amended and supplemented, the “Registration Statement”). The Company became the successor to the Predecessor Registrant on April 24, 2026 for purposes of paragraph (d) of Rule 414 under the Securities Act of 1933, as amended, as a result of the adoption by the Predecessor Registrant of a holding company form of organizational structure (the “Reorganization”) implemented in accordance with Section 251(g) of the Delaware General Corporation Law by the merger (the “Merger”) of the Predecessor Registrant with Senti Biosciences Merger Sub, Inc., a Delaware corporation (the “Merger Sub”) and a direct, wholly owned subsidiary of Senti Holdings, Inc., a Delaware corporation (“Senti Holdings”) and a direct, wholly owned subsidiary of the Company, with the Predecessor Registrant being the surviving corporation. Upon effectiveness of the Merger, the separate corporate existence of Merger Sub ceased, and the Predecessor Registrant became a direct, wholly owned subsidiary of Senti Holdings, a direct, wholly owned subsidiary of the Company, and all shares of Predecessor Registrant Common Stock were automatically converted into shares of common stock, $0.0001 par value (“common stock”), of the Company.

Following the consummation of the Reorganization, the Company’s common stock continues to trade on the Nasdaq Capital Market (the “Nasdaq”) under the ticker symbol “SNTI” with a new CUSIP number (816944 102). Immediately following the consummation of the Reorganization, on a consolidated basis, the assets, businesses, and operations of the Company are not materially different than the corresponding assets, business, and operations of the Predecessor Registrant immediately prior to the consummation of the Reorganization.

As a result of the Merger, the Company assumed the rights and obligations of the Predecessor Registrant under the sales agreement and the ATM Prospectus Supplement and Base Prospectus, as supplemented by this Supplement No. 1, relate to the offer and sale by the Company, as successor registrant to the Predecessor Registrant, pursuant to the Registration Statement of its common stock pursuant to the sales agreement.

This Supplement No. 1 is not complete without, and may not be delivered or used except in connection with, the ATM Prospectus Supplement and the Base Prospectus.

INVESTING IN THE COMPANY’S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. BEFORE MAKING AN INVESTMENT DECISION, YOU SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION SET FORTH IN THIS PROSPECTUS SUPPLEMENT, THE ATM PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE THEREIN. SEE “RISK FACTORS” BEGINNING ON PAGE S-5 OF THE ATM PROSPECTUS SUPPLEMENT AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THE ATM PROSPECTUS SUPPLEMENT.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus supplement or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

Leerink Partners

The date of this Supplement No. 1 is May 1, 2026.