Senti Biosciences shareholders approve merger

The merger cleared both required voting tests, while the approved reverse-split range leaves the ratio to the Board’s discretion.

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Merger proposal votes for under Stockholder Approval: 15,851,146 votes Merger proposal votes for under Majority of the Minority Approval: 6,074,146 votes Shares represented: 20,240,055 shares +4 more

7 metrics

Merger proposal votes for under Stockholder Approval 15,851,146 votes 2026 Annual Meeting

Merger proposal votes for under Majority of the Minority Approval 6,074,146 votes 2026 Annual Meeting

Shares represented 20,240,055 shares 2026 Annual Meeting

Shares entitled to vote 31,145,390 shares At the record date for the 2026 Annual Meeting

Shares represented as a portion of outstanding shares Approximately 64.98% As of the record date for the 2026 Annual Meeting

Approved issuance threshold upon note exchange More than 19.99% of outstanding common shares Exchange of Senti Holdings, Inc.’s Senior Secured Convertible Notes

Approved reverse-split ratio range 1-for-20 to 1-for-50 Board discretion applies; the Board may abandon the amendments

Key Terms

Majority of the Minority Approval, Senior Secured Convertible Notes, Nasdaq Listing Rule 5635(d), Broker Non-Votes

4 terms

Majority of the Minority Approval regulatory

"holders of a majority of the votes cast ... Majority of the Minority Approval"

Senior Secured Convertible Notes financial

"exchange of the Senior Secured Convertible Notes of Senti Holdings, Inc."

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.

Nasdaq Listing Rule 5635(d) regulatory

"approved under Nasdaq Listing Rule 5635(d)"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Broker Non-Votes technical

"For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

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

Did SNTI shareholders approve the merger?

Yes. Stockholders approved the Merger Agreement Proposal under both required 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.

How many shares were represented at SNTI’s 2026 annual meeting?

At SNTI’s reconvened 2026 Annual Meeting, 20,240,055 shares were represented, out of 31,145,390 shares entitled to vote, approximately 64.98% of shares outstanding as of the record date.

Why wasn’t SNTI’s adjournment proposal presented?

Proposal 6, which concerned adjournment if votes were insufficient to approve the Merger Agreement Proposal, was not presented because Senti Biosciences Holdings had obtained the required votes for that proposal at the Annual Meeting.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/15/2026 - 04:02 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:02 PM EDT Learn about SEC filing dates

0001854270FALSESenti Biosciences Holdings, Inc.00018542702026-10-152026-10-15

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): October 15, 2026

___________________________________

SENTI BIOSCIENCES HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

___________________________________

Delaware

001-40440

42-1912154

(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 share

SNTI

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 5.07 Submission of Matters to a Vote of Security Holders.

(a)(b) On October 15, 2026, Senti Biosciences Holdings, Inc. (the “Company”) reconvened its virtual 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which had been adjourned from October 8, 2026. The proposals set forth below were submitted to the stockholders at the Annual Meeting and are further described in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on September 24, 2026 (the “Proxy Statement”).

At the reconvened Annual Meeting, the Company’s stockholders: (i) elected three Class I directors, Timothy Lu, M.D., Ph.D., Edward Mathers, and Frances D. Schulz, to the Company’s board of directors (the “Board”), to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation, or removal, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, (iii) approved under Nasdaq Listing Rule 5635(d) the issuance of more than 19.99% of the outstanding shares of the Company’s common stock upon exchange of the Senior Secured Convertible Notes of Senti Holdings, Inc. (“Midco”), (iv) approved the Agreement and Plan of Merger, dated as of July 14, 2026 (the “Merger Agreement”), by and among ST NewCo Limited (f/k/a Celadon Partners SPV 35 Limited) (“Parent”), Senti Merger Sub, Inc. (“Merger Sub”), the Company, Midco, and Senti Biosciences, Inc., and the transactions contemplated by the Merger Agreement (the “Merger Agreement Proposal”), and (v) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio ranging from any whole number between 1-for-20 and 1-for-50, as determined by the Board in its discretion, subject to the Board’s authority to abandon such amendments. For more information about the foregoing proposals, see the Proxy Statement.

Represented in person or by proxy at the Annual Meeting were 20,240,055 shares of the Company’s common stock, out of 31,145,390 shares entitled to vote at the Annual Meeting, or approximately 64.98% of the total number of shares outstanding as of the record date. The results of the matters submitted to a stockholder vote at the Annual Meeting were as follows:

1.Election of directors:

Name						For						Withheld						Broker Non-Votes
Timothy Lu, M.D., Ph.D.						20,032,711						207,344						—
Edward Mathers						15,952,488						4,287,567						—
Frances D. Schulz						20,052,049						188,006						—

2.Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026:

For						Against						Abstain
20,133,068						71,877						35,110

3.Approval under Nasdaq Listing Rule 5635(d) of the issuance of more than 19.99% of the outstanding shares of the Company’s common stock upon exchange Midco’s Senior Secured Convertible Notes:

For						Against						Abstain						Broker Non-Votes
19,763,523						337,042						139,490						—

4.Approval of the Merger Agreement and the transactions contemplated thereby:

The Merger Agreement Proposal required the affirmative vote of both (i) the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote on the Merger Agreement Proposal at the Annual Meeting (the “Stockholder Approval”) and (ii) the holders of a majority of the votes cast by holders of shares of the Company’s common stock other than shares beneficially owned, directly or indirectly, by Parent, Merger Sub, or any of their respective affiliates, or with respect to which any of the foregoing has, directly or

indirectly, the right to direct the voting thereof, that are present in person or represented by proxy and entitled to vote on the Merger Agreement Proposal at the Annual Meeting (the “Majority of the Minority Approval”).

						For						Against						Abstain						Broker Non-Votes
Stockholder Approval						15,851,146						4,325,620						63,289						—
Majority of the Minority Approval						6,074,146						4,325,620						63,289						—

5.Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio ranging from any whole number between 1-for-20 and 1-for-50, as determined by the Board in its discretion, subject to the Board’s authority to abandon such amendments:

For						Against						Withheld						Broker Non-Votes
19,738,507						451,219						50,329						—

The Proxy Statement contained Proposal No. 6, relating to approving the adjournment of the Annual Meeting if there were insufficient votes to approve the Merger Agreement Proposal. Proposal No. 6 was not presented at the Annual Meeting because the Company had obtained the required votes for the Merger Agreement Proposal at the Annual Meeting.

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:

October 15, 2026

By:

/s/ Timothy Lu, M.D., Ph.D.

Name:

Timothy Lu, M.D., Ph.D.

Title:

Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB