Senti Biosciences adjourns meeting to October 15

Previously submitted votes need no further action from stockholders who do not want to change them.

Rhea-AI Filing Summary

Senti Biosciences Holdings, Inc. (SNTI) adjourned its virtual 2026 Annual Meeting on October 8, 2026, without conducting business, although a quorum was present. The meeting was adjourned to allow more time to solicit votes in favor of the Merger Agreement Proposal and will reconvene on October 15, 2026, at 8:00 a.m. Pacific time, virtually. The proposals are unchanged, polls remain open, and the record date remains September 23, 2026. Stockholders who already voted and do not want to change their vote need not take action.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Terms

quorum, record date, Merger Agreement Proposal, solicitation of proxies

4 terms

quorum regulatory

"Although a quorum was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

record date regulatory

"The record date for the Annual Meeting remains"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Merger Agreement Proposal regulatory

"votes from its stockholders in favor of the Merger Agreement Proposal"

solicitation of proxies regulatory

"participants in the solicitation of proxies from stockholders"

Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.

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

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Available on EDGAR 10/13/2026 - 04:01 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:01 PM EDT Learn about SEC filing dates

0001854270FALSE00018542702026-10-082026-10-08

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 8, 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

Name of each exchange on which registered

Common Stock, par value $0.0001 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 8.01. Other Events.

On October 8, 2026, Senti Biosciences Holdings, Inc. (the “Company”) convened its virtual 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which the Company adjourned without conducting any business.

Although a quorum was present, the Company adjourned the Annual Meeting in order to have further time to solicit votes from its stockholders in favor of the Merger Agreement Proposal, as defined in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed on September 24, 2026. The Meeting will be reconvened on Thursday, October 15, 2026 at 8:00 a.m., Pacific time, virtually via the Internet at www.virtualshareholdermeeting.com/SNTI2026.

No changes have been made to the proposals to be voted on by stockholders at the Annual Meeting, and all polls will remain open. The Company encourages all of its stockholders to read the Proxy Statement, and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov, and to vote on each of the proposals.

The record date for the Annual Meeting remains September 23, 2026. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.

Important Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened on October 15, 2026. In connection with the Annual Meeting, the Company has filed with the SEC the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND THE PROPOSALS TO BE VOTED ON. Stockholders may obtain free copies of the Proxy Statement and other relevant documents filed by the Company with the SEC at the SEC's website at www.sec.gov or at the Company's website at www.sentibio.com.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in respect of the Annual Meeting. Information regarding the Company’s directors and executive officers is available in the Proxy Statement.

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 13, 2026

By:

/s/ Timothy Lu

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