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Senti Biosciences (SNTI) sells $10M notes, outlines up to $60M SENTI-202 CVR

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

Rhea-AI Filing Summary

Senti Biosciences Holdings, Inc. has issued and sold $10.0 million in aggregate principal amount of Senior Secured Convertible Notes through its subsidiary Senti Holdings, Inc. to Celadon Partners SPV 24 under a previously announced securities purchase agreement.

Acquiom Agency Services LLC was appointed collateral agent, and the form of note was updated to reflect this. The company also entered into a Registration Rights Agreement, a Guarantee by its subsidiaries (other than Senti Holdings), and Voting Agreements with directors, executive officers, and Celadon.

The company describes potential future “Subject Transactions,” including possible issuance of notes beyond an Exchange Cap and a merger of a Celadon affiliate into Senti Holdings, under which Senti Holdings could issue a contingent value right that may pay up to $60.0 million in cash upon specified SENTI-202 milestones. Senti plans to file a proxy statement on Schedule 14A and urges stockholders to read those materials before voting.

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Insights

$10M secured convertible notes add funding and obligations for Senti.

Senti Biosciences Holdings, Inc. is raising capital via $10.0 million of Senior Secured Convertible Notes issued by its subsidiary to Celadon. These notes are secured and convertible, meaning they sit ahead of equity in the capital stack and may later turn into shares.

The filing also outlines potential “Subject Transactions,” including issuing notes beyond an Exchange Cap and a merger of a Celadon affiliate into Senti Holdings. In that scenario, Senti Holdings could issue a contingent value right that may pay up to $60.0 million tied to SENTI-202 regulatory and sales milestones, creating milestone-based cash obligations rather than fixed coupons.

Senti plans to seek stockholder approval through a proxy process on Schedule 14A for these matters. The eventual impact on existing stockholders will depend on final note conversions, any additional issuance beyond the Exchange Cap, terms of the merger, and whether SENTI-202 achieves the milestones that would trigger contingent value right payments.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior Secured Convertible Notes issued $10.0 million aggregate principal amount Issued by Senti Holdings, Inc. to Celadon on May 20, 2026
Potential contingent value right cap $60.0 million cash Maximum aggregate payments tied to SENTI-202 milestones in Subject Transactions
Proxy statement form Schedule 14A Planned preliminary proxy statement for Subject Transactions
Exchange listing Nasdaq Capital Market Common stock, $0.0001 par value, trading symbol SNTI
Senior Secured Convertible Notes financial
"issued and sold to Celadon Partners SPV 24 (“Celadon”) $10.0 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.
Registration Rights Agreement financial
"the Company entered into a Registration Rights Agreement, a Guarantee (together with all its direct and indirect subsidiary other than Senti Holdings)"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
contingent value right financial
"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"
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.
Exchange Cap financial
"In connection with the issuance of any Notes beyond the Exchange Cap (as defined in the Notes)"
proxy statement on Schedule 14A regulatory
"including a preliminary proxy statement on Schedule 14A"
A proxy statement on Schedule 14A is the official, regulator-filed packet of information companies send to shareholders before a vote, like a mailed agenda and background materials for a town-hall meeting. It explains who is running for the board, items up for approval, key executive pay and risks, and how to vote — details investors use to judge leadership, governance and potential changes that can affect share value.
Understanding 8-K Material Events →
0001854270FALSESenti Biosciences Holdings, Inc.00018542702026-05-202026-05-20











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): May 20, 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 May 20, 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”) $10.0 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 (the “Current Report”), which is incorporated herein by reference. In connection with the issuance and sale of the Notes on May 20, 2026, Acquiom Agency Services LLC was appointed collateral agent for the Notes, and the Form of Senior Secured Convertible Note of Senti Holdings, Inc. is re-filed herewith to reflect certain provisions added to the Note in connection with such appointment.

In addition, in connection with the issuance and sale of the Notes, on May 20, 2026, the Company entered into a Registration Rights Agreement, a Guarantee (together with all its direct and indirect subsidiary other than Senti Holdings) and Voting Agreements with the directors and executive officers of the Company as well as Celadon, in each case, with the terms as disclosed on the Current Report, of which “Item 1.01 Entry into a Material Definitive Agreement” 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.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit NumberDescription
10.1
Form of Senior Secured Convertible Note of Senti Holdings, Inc.
104Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

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 intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. 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 of 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 (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:May 26, 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

FAQ

What financing did Senti Biosciences (SNTI) complete with Celadon on May 20, 2026?

Senti, via subsidiary Senti Holdings, issued and sold $10.0 million in aggregate principal amount of Senior Secured Convertible Notes to Celadon Partners SPV 24. The notes were issued under a previously announced securities purchase agreement dated April 27, 2026.

What is the potential contingent value right mentioned by Senti Biosciences (SNTI)?

Senti describes a potential contingent value right that Senti Holdings could issue, which may pay up to $60.0 million in cash. Any payment would depend on achieving specified regulatory and sales milestones for the product candidate SENTI-202 in connection with the Subject Transactions.

What are the proposed Subject Transactions involving Senti Biosciences (SNTI) and Celadon?

The Subject Transactions include possible issuance of notes beyond an Exchange Cap and a potential transaction where an entity affiliated with Celadon would merge into Senti Holdings. In that scenario, Senti Holdings could issue a contingent value right to Senti’s stockholders linked to SENTI-202 milestones.

How will Senti Biosciences (SNTI) seek stockholder approval for the Subject Transactions?

Senti intends to file a preliminary proxy statement on Schedule 14A with the SEC. After filing a definitive proxy statement, it will mail proxy materials to stockholders entitled to vote at the annual or special meeting relating to the Subject Transactions.

Where can Senti Biosciences (SNTI) investors find documents about the Subject Transactions?

Investors can obtain the definitive and preliminary proxy statements and other relevant documents free of charge at the SEC’s website, on Senti’s investor relations website, or by writing to the company’s Corporate Secretary at its South San Francisco address.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents