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

Senti Biosciences (NASDAQ: SNTI) details $60M SENTI-202 CVR

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

Rhea-AI Filing Summary

Senti Biosciences Holdings, Inc. (SNTI) reports that on August 14, 2026 its wholly owned subsidiary, Senti Holdings, Inc., issued and sold $4.0 million in aggregate principal amount of Senior Secured Convertible Notes to Celadon Partners SPV 24 under a previously announced Securities Purchase Agreement. The Notes’ detailed terms are as previously described in earlier company filings. The new Notes create a direct financial obligation of Senti Holdings, with related disclosure cross‑referenced. Senti also highlights ongoing stockholder approval processes for potential future transactions, including possible issuance of additional Notes beyond an Exchange Cap and a potential merger of a Celadon‑affiliated entity into Senti Holdings, in connection with which Senti Holdings would issue a contingent value right that may pay up to $60.0 million in cash upon achievement of specified regulatory and sales milestones for product candidate SENTI‑202, subject to stockholder voting on the related proposals.

Positive

  • None.

Negative

  • None.

Filing Explained

The proposed Subject Transactions remain at the preliminary-proxy stage: the company says it will mail materials only after filing a definitive proxy, so this filing does not establish that the additional Notes or Celadon-affiliated merger has occurred.

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Aggregate principal amount of Senior Secured Convertible Notes $4.0 million Issued by Senti Holdings, Inc. to Celadon Partners SPV 24 on August 14, 2026
Maximum potential CVR cash payments $60.0 million Maximum aggregate cash payable upon achievement of regulatory and sales milestones for SENTI-202
Preliminary proxy statement filing date July 21, 2026 Schedule 14A filed with SEC regarding Notes beyond the Exchange Cap and related merger/CVR proposals
Senior Secured Convertible Notes financial
"issued and sold to Celadon Partners SPV 24 $4.0 million in aggregate principal amount of its Senior Secured Convertible Notes"
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.
Exchange Cap financial
"issuance of any Notes beyond the Exchange Cap (as defined in the Notes)"
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.
preliminary proxy statement regulatory
"the Company has filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission"
A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.
regulatory and sales milestones medical
"subject to the achievement of certain regulatory and sales milestones with respect to the Company’s product candidate, SENTI-202"

FAQ

What financing did Senti Biosciences Holdings, Inc. (SNTI) announce in this 8-K?
Senti’s subsidiary Senti Holdings, Inc. issued and sold $4.0 million in aggregate principal amount of Senior Secured Convertible Notes to Celadon Partners SPV 24 on August 14, 2026, under a previously announced Securities Purchase Agreement involving the company and its affiliates.

Who purchased the new Senior Secured Convertible Notes from SNTI’s subsidiary?
The Notes were purchased by Celadon Partners SPV 24. Senti Holdings, Inc., a wholly owned subsidiary of Senti Biosciences Holdings, Inc., issued and sold $4.0 million in aggregate principal amount of Senior Secured Convertible Notes to Celadon on August 14, 2026.

What potential contingent value right is described for SNTI stockholders?
If a potential merger transaction is consummated, Senti Holdings would issue a contingent value right to Senti stockholders that may pay up to $60.0 million in cash, subject to achieving specified regulatory and sales milestones for the product candidate SENTI-202.

How is SENTI-202 involved in the transactions described by SNTI (SNTI)?
The possible contingent value right discussed would pay Senti stockholders up to $60.0 million in cash only if certain regulatory and sales milestones are achieved for the company’s product candidate SENTI-202, linking the CVR payout to the program’s future performance.

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

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Understanding 8-K Material Events →
0001854270FALSESenti Biosciences Holdings, Inc.00018542702026-08-142026-08-14











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 14, 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(s)
Name of each exchange
on which registered
Common stock, $0.0001 par value 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 August 14, 2026, Senti Holdings, Inc. (“Senti Holdings”), a wholly owned subsidiary of Senti Biosciences Holdings, Inc. (the “Company”), issued and sold to Celadon Partners SPV 24 (“Celadon”) $4.0 million in aggregate principal amount of its Senior Secured Convertible Notes (the “Notes”) pursuant to the previously announced Securities Purchase Agreement, dated April 27, 2026, by and among the Company, Senti Holdings, Senti Biosciences, Inc. and Celadon.
The Notes have the terms described under “Item 1.01 Entry into a Material Definitive Agreement—The Notes” in the Company’s Current Report on Form 8-K filed by the Company on May 1, 2026, as supplemented by the Company’s Current Report on Form 8-K filed by the Company on May 26, 2026, each of which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
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.


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:August 20, 2026By:/s/ Timothy Lu, M.D., Ph.D.
Name:Timothy Lu, M.D., Ph.D.
Title:Chief Executive Officer


Source: View Original Filing on SEC EDGAR

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