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  4. [8-K] Senti Biosciences Holdings, Inc. Reports Material Event

Senti Biosciences gets Nasdaq warnings, adds $2M notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Senti Biosciences Holdings, Inc. (SNTI) amended its April 27, 2026 Securities Purchase Agreement on September 1, 2026 to allow Midco’s Senior Secured Convertible Notes to be issued in more than two tranches and to authorize the issuance and sale to NSG BioInnovation Fund, L.P. of $2.0 million in aggregate principal amount of Notes in a third tranche. NSG’s purchase will be deemed to satisfy the remaining obligation of Celadon Partners SPV 35 Limited to purchase Notes under the July 14, 2026 merger agreement, and closing is expected within three business days of the amendment, subject to conditions.

The company also received two Nasdaq notices on August 27, 2026: it failed the $1.00 minimum bid price requirement for 30 consecutive trading days and is out of compliance with the $2.5 million minimum stockholders’ equity requirement, having a stockholders’ deficit of $3,401,000 as of June 30, 2026. SNTI has 180 days, until February 23, 2027, to regain bid-price compliance and must submit an equity-compliance plan by October 11, 2026, with potential extensions and possible actions including a reverse stock split. The company has filed a preliminary proxy statement covering a proposed reverse split and a potential transaction involving Celadon and a contingent value right that may pay up to $60.0 million in cash upon specified milestones for SENTI-202.

Positive

  • None.

Negative

  • Nasdaq minimum bid price deficiency: SNTI’s stock closed below $1.00 for 30 consecutive trading days, triggering a compliance period ending February 23, 2027 and potential delisting risk if not cured.
  • Stockholders’ equity noncompliance: SNTI reported a stockholders’ deficit of $3,401,000 as of June 30, 2026, below Nasdaq’s $2.5 million minimum stockholders’ equity requirement, with only a limited time to present an acceptable remediation plan.

Filing Explained

SNTI remains tradable while facing two Nasdaq deficiencies; bid-price compliance requires 10 qualifying trading days by February 23, 2027.

The Nasdaq notices are compliance notices rather than an immediate delisting: Senti Biosciences Holdings, Inc.’s common stock continues to trade on Nasdaq under the symbol SNTI.

For the bid-price deficiency, the company must achieve a closing bid of at least $1.00 for 10 consecutive trading days before February 23, 2027. If it does not regain compliance during the available compliance period or periods, Nasdaq may notify it that the common stock is subject to delisting, after which the company may appeal.

As of June 30, 2026, the latest quarterly record showed $6.463 million of cash and negative operating cash flow of $14.249 million. That cash balance equals 41.3 days of the last reported quarterly operating cash use at that reported rate.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate $6,463,000 / ($14,249,000 / 91) = 41.3 days
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Third-tranche Notes to NSG $2.0 million aggregate principal Senior Secured Convertible Notes authorized for issuance and sale to NSG in a third tranche under the amended Securities Purchase Agreement
Stockholders’ deficit $3,401,000 Stockholders’ deficit as of June 30, 2026 used by Nasdaq to assess equity listing compliance
Nasdaq minimum bid price requirement $1.00 per share Minimum closing bid price for continued listing on The Nasdaq Capital Market under Listing Rule 5550(a)(2)
Nasdaq minimum stockholders’ equity requirement $2.5 million Required minimum stockholders’ equity for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b)(1)
Initial bid price compliance period 180 calendar days Period ending February 23, 2027 for Senti to regain compliance with the Nasdaq minimum bid price requirement
Additional potential bid price extension 180 calendar days Possible extra compliance period if initial bid price compliance is not achieved but other listing standards are met
Potential CVR payout $60.0 million Maximum aggregate cash amount payable under the contingent value right tied to SENTI-202 milestones
Deadline to submit equity plan October 11, 2026 Date by which Senti must provide Nasdaq a plan to regain compliance with the stockholders’ equity requirement
Senior Secured Convertible Notes financial
"Midco’s Senior Secured Convertible Notes (the “Notes”) may be issued"
A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.
Minimum Bid Price Requirement regulatory
"closed below the minimum bid price requirement of $1.00 per share"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Stockholders’ Equity Requirement regulatory
"minimum stockholders’ equity requirement of $2.5 million for continued listing"
A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.
reverse stock split financial
"including, subject to approval of the Company’s Board of Directors and stockholders, effecting a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
contingent value right financial
"Senti Holdings would issue a contingent value right to the Company’s stockholders"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Nasdaq Hearings Panel regulatory
"the Company may appeal the delisting determination to a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

What material agreement did Senti Biosciences (SNTI) amend on September 1, 2026?
Senti amended the April 27, 2026 Securities Purchase Agreement so Midco’s Senior Secured Convertible Notes may be issued in more than two tranches and to authorize NSG BioInnovation Fund to purchase $2.0 million in aggregate principal amount of Notes in a third tranche.

How much in Notes will NSG BioInnovation Fund purchase from SNTI’s affiliate?
NSG BioInnovation Fund is authorized to purchase $2.0 million in aggregate principal amount of Midco’s Senior Secured Convertible Notes in a third tranche, with closing expected within three business days of the September 1, 2026 amendment, subject to the agreement’s closing conditions.

Why did Nasdaq issue a minimum bid price notice to Senti Biosciences (SNTI)?
Nasdaq notified Senti that for the last 30 consecutive trading days, the closing bid price of its common stock was below the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(a)(2).

What stockholders’ equity issue is affecting Senti Biosciences (SNTI) on Nasdaq?
Nasdaq cited Senti’s stockholders’ deficit of $3,401,000 as of June 30, 2026 as noncompliance with the $2.5 million minimum stockholders’ equity requirement under Listing Rule 5550(b)(1); the company must submit a compliance plan by October 11, 2026.

How long does Senti Biosciences (SNTI) have to regain compliance with Nasdaq’s bid price rule?
Senti has an initial period of 180 calendar days, until February 23, 2027, to regain compliance, which requires its common stock to have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive trading days, with a potential additional 180-day extension.

What potential contingent value right (CVR) is described for Senti Biosciences (SNTI) stockholders?
In connection with potential Celadon-related transactions, Senti describes a contingent value right that Senti Holdings would issue, which may pay up to an aggregate of $60.0 million in cash if specified regulatory and sales milestones for its product candidate SENTI-202 are achieved.

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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2026
___________________________________
SENTI BIOSCIENCES HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
___________________________________
Delaware001-4044042-1912154
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2 Corporate Drive, First Floor
South San Francisco, California 94080
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareSNTI
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry Into a Material Definitive Agreement.
On September 1, 2026, the Securities Purchase Agreement, dated April 27, 2026 (the “Purchase Agreement”), by and among the Senti Biosciences Holdings, Inc. (the “Company”), Senti Holdings, Inc (“Senti Holdings” or “Midco”), Senti Biosciences, Inc. (“Opco”), CPIF II-7 was amended pursuant to Amendment No. 1 to Securities Purchase Agreement, dated as of September 1, 2026 (the “Amendment”), by and among the Company, Midco, Opco, CPIF II-7 and NSG BioInnovation Fund, L.P. (“NSG”). Pursuant to the Amendment, Midco’s Senior Secured Convertible Notes (the “Notes”) may be issued, with the consent of CPIF II-7 Limited, in more than two tranches, and the issuance and sale to NSG of $2.0 million in aggregate principal of Notes in a third tranche was specifically authorized. Pursuant to the Amendment, the purchase by NSG of these Notes will be deemed to satisfy the remaining obligation of Celadon Partners SPV 35 Limited (“Parent”) to purchase Notes under the Agreement and Plan of Merger, dated July 14, 2026, by and among the Company, Midco, Opco, Parent and Senti Merger Sub, Inc. The Company expects the closing of this issuance and sale of Notes to NSG to occur within three business days of the date of the Amendment, subject to the closing conditions set forth in the Purchase Agreement, as amended.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 27, 2026, the Company received (1) a written notice (the “Minimum Bid Price Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive trading days, the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), had closed below the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) and (2) a written notice (the “Stockholders’ Equity Notice”) from Nasdaq notifying the Company that, based on the Company’s stockholders’ deficit of $3,401,000 as of June 30, 2026, it is no longer in compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”). The Stockholders’ Equity Notice further noted that the Company did not, as of August 27, 2026, meet any of the alternatives to the Stockholders’ Equity Requirement.
Neither the Minimum Bid Price Notice nor the Stockholder Equity Notice has an immediate effect on the listing or trading of the Company’s Common Stock and the Common Stock will continue to trade on the Nasdaq Capital Market under the symbol “SNTI.”
Minimum Bid Price Requirement
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until February 23, 2027 to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days prior to February 23, 2027, and the Staff will provide written notification to the Company that it complies with the Minimum Bid Price Requirement and the Common Stock will continue to be eligible for listing on The Nasdaq Capital Market. There can be no assurance that the Company will be able to regain compliance or that Nasdaq will extend the compliance period.
If the Company does not regain compliance by February 23, 2027, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company must meet the continued listing requirement for market value of publicly held shares as well as all other standards for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement. The Company would also need to provide written notice of its intention to cure the bid price deficiency during the additional compliance period, by effecting a reverse stock split, if necessary. As part of its review process, Nasdaq will make a determination of whether it believes the Company will be able to cure this deficiency.
If the Company does not regain compliance within the compliance period(s), Nasdaq will provide written notification to the Company that the Common Stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful.

The Company intends to monitor the closing bid price of the Common Stock and intends to, if appropriate, take actions to regain compliance with the Minimum Bid Price Requirement, including, subject to approval of the Company’s Board of Directors and stockholders, effecting a reverse stock split. In connection with its Annual Meeting of Stockholders for 2026, the Company has filed a preliminary proxy statement with a proposal to effect a reverse stock split. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other applicable Nasdaq listing rules.
Stockholders’ Equity Requirement
The Company has until October 11, 2026 to provide Nasdaq with a plan to regain compliance with the Stockholders’ Equity Requirement. If the Company’s plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from August 27, 2026 for the Company to evidence compliance.
The Company intends to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rules. In determining whether to accept the plan, Nasdaq will consider such things as the likelihood that the plan will result in compliance with Nasdaq’s continued listing criteria, the Company’s past compliance history, the reasons for the Company’s current non-compliance, other corporate events that may occur within Nasdaq’s review period, the Company’s overall financial condition and its public disclosures. If Nasdaq does not accept the Company’s plan, the Company may request a hearing where it would present its plan to a Nasdaq Hearings Panel.
There can be no assurance that the Company will be able to regain compliance with the Stockholders’ Equity Requirement or will otherwise be in compliance with other applicable Nasdaq listing rules.
Additional Information and Where to Find It
In connection with the issuance of any Notes beyond the Exchange Cap (as defined in the Notes) and the potential transaction pursuant to which, if consummated, an entity affiliated with Celadon would merge with and into Senti Holdings and Senti Holdings would issue a contingent value right to the Company’s stockholders, which may pay out up to an aggregate of $60.0 million in cash subject to the achievement of certain regulatory and sales milestones with respect to the Company’s product candidate, SENTI-202 (the “Subject Transactions”), the Company has filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) on July 21, 2026. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the proxy materials to each stockholder entitled to vote at the annual or special meeting of stockholders relating to the Subject Transactions. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the Subject Transactions. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE SUBJECT TRANSACTIONS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE SUBJECT TRANSACTIONS. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the Subject Transactions (as and when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or the Company’s website (investors.sentibio.com) or by writing to the Company’s Corporate Secretary at 2 Corporate Drive, First Floor, South San Francisco, CA, 94080, Attention: Corporate Secretary.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the Subject Transactions. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 29, 2026. Information regarding the identity of the potential participants, and their direct or indirect interests in the Subject Transactions, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the Subject Transactions.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.Description
10.1
Amendment No. 1 to Securities Purchase Agreement, dated as of September 1, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES HOLDINGS, INC.
Date:September 2, 2026By:/s/ Timothy Lu
Name:Timothy Lu, M.D., Ph.D.
Title:Chief Executive Officer


Source: View Original Filing on SEC EDGAR

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