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

Holding company reorg keeps Senti (NASDAQ: SNTI) stock structure intact

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

Rhea-AI Filing Summary

Senti Biosciences, Inc. plans a tax-free holding company reorganization, targeted to become effective by April 16, 2026. The company would merge into a new subsidiary, with Senti Biosciences Holdings, Inc. becoming the successor issuer.

Each existing share of Senti common stock would automatically convert into an equivalent share of Senti Biosciences Holdings common stock with the same rights. Shares would continue trading on the Nasdaq Capital Market under the symbol SNTI with a new CUSIP number, and stockholders are expected not to recognize gain or loss for U.S. federal income tax purposes. Directors, officers, assets, businesses and operations would remain the same after the reorganization, though the company may decide not to complete it or could delay completion.

Positive

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Negative

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Planned effectiveness date April 16, 2026 Target date for holding company reorganization to become effective
Par value per share $0.0001 per share Par value of both existing Senti common stock and new Holdings common stock
Announcement date April 1, 2026 Date Senti Biosciences announced its holding company reorganization plans
holding company reorganization financial
"announced plans to implement a holding company reorganization (the “Holding Company Reorganization”)"
tax-free merger financial
"by executing a tax-free merger of the Company with and into Senti Biosciences Merger Sub, Inc."
successor issuer regulatory
"Senti Biosciences Holdings would become the successor issuer to the Company."
Section 251(g) regulatory
"conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001854270FALSE00018542702026-04-012026-04-01











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): April 1, 2026
___________________________________
SENTI BIOSCIENCES, INC.
(Exact name of Registrant as specified in its charter)
___________________________________
Delaware001-4044086-2437900
(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 8.01 Other Events

On April 1, 2026, Senti Biosciences, Inc. (the “Company”) announced plans to implement a holding company reorganization (the “Holding Company Reorganization”), currently planned to become effective by April 16, 2026, by executing a tax-free merger of the Company with and into Senti Biosciences Merger Sub, Inc., a newly formed Delaware corporation that is a subsidiary of a newly formed Delaware corporation, Senti Holdings, Inc. (“Senti Holdings”). Senti Holdings is a subsidiary of a newly formed Delaware corporation, Senti Biosciences Holdings, Inc. (“Senti Biosciences Holdings”), which is a wholly owned subsidiary of the Company. Upon the effectiveness of the Holding Company Reorganization, Senti Biosciences Holdings would become the successor issuer to the Company.

Each share of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”), issued and outstanding immediately prior to the Holding Company Reorganization would automatically be converted into an equivalent corresponding share of Senti Biosciences Holdings’ common stock, par value $0.0001 per share (“Holdings Common Stock”), having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Company Common Stock being converted.

Accordingly, upon consummation of the Holding Company Reorganization, the Company’s stockholders immediately prior to the consummation of the Holding Company Reorganization would become stockholders of Senti Biosciences Holdings. The stockholders of the Company would not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares of Company Common Stock in the Holding Company Reorganization.

The Holding Company Reorganization would be conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of stock would occur automatically without any action on the part of existing securityholders. Immediately after the Holding Company Reorganization, stock certificates and book-entries that previously represented shares of Company Common Stock would represent the same number of shares of the corresponding shares of Holdings Common Stock. Following the consummation of the Holding Company Reorganization, Holdings Common Stock would continue to trade on the Nasdaq Capital Market on an uninterrupted basis under the symbol “SNTI” with a new CUSIP number. Immediately after consummation of the Holding Company Reorganization, Senti Biosciences Holdings would have, on a consolidated basis, the same directors, assets, businesses and operations as the Company had immediately prior to the consummation of the Holding Company Reorganization. The directors of Senti Biosciences Holdings and their committee memberships and titles would be the same as the directors of the Company immediately prior to the Holding Company Reorganization. The executive officers and officers of Senti Biosciences Holdings would be the same as the executive officers and officers, respectively, of the Company immediately prior to the Holding Company Reorganization, with the same title, duties and responsibilities.

The Company may determine not to implement the Holding Company Reorganization or the completion of the Holding Company Reorganization could be delayed beyond the currently anticipated timeframe, including for factors beyond the control of the Company.



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, INC.
Date:April 1, 2026By:/s/ Timothy Lu
Name:Timothy Lu, M.D., Ph.D.
Title:Chief Executive Officer and President


Source: View Original Filing on SEC EDGAR

FAQ

What did Senti Biosciences (SNTI) announce in this 8-K filing?

Senti Biosciences announced plans for a holding company reorganization using a tax-free merger structure. Senti Biosciences Holdings, Inc. would become the successor issuer while maintaining the same business, assets, directors, and officers immediately after the transaction, subject to completion of the reorganization.

How will Senti Biosciences (SNTI) stock be affected by the reorganization?

Each share of Senti Biosciences common stock would automatically convert into one equivalent share of Senti Biosciences Holdings common stock. The new holding company shares would have the same rights and preferences, and certificates or book-entries would represent the same number of shares after the reorganization.

Will Senti Biosciences (SNTI) shareholders owe taxes on this reorganization?

The company states that stockholders would not recognize gain or loss for U.S. federal income tax purposes when their Senti Biosciences common shares convert into Senti Biosciences Holdings common shares. The transaction is structured as a tax-free merger under applicable U.S. federal income tax rules.

Will Senti Biosciences (SNTI) keep trading on Nasdaq after the reorganization?

Following the holding company reorganization, Senti Biosciences Holdings common stock is expected to continue trading on the Nasdaq Capital Market under the same symbol SNTI. The only noted change is that the shares would trade with a new CUSIP number once the reorganization is effective.

Do Senti Biosciences (SNTI) shareholders need to vote on the reorganization?

The reorganization would be conducted under Section 251(g) of the Delaware General Corporation Law, which allows forming a holding company without a stockholder vote. The conversion of shares would occur automatically, without any action required from existing securityholders to effect the change.

Will Senti Biosciences’ management or operations change after the reorganization?

Immediately after the reorganization, Senti Biosciences Holdings is expected to have the same directors, executive officers, assets, businesses, and operations as Senti Biosciences had before. Committee memberships, titles, duties, and responsibilities for directors and officers would remain the same after completion.

Is the Senti Biosciences holding company reorganization guaranteed to occur on schedule?

The company currently plans effectiveness by April 16, 2026, but notes it may decide not to implement the reorganization. It also states completion could be delayed beyond the anticipated timeframe due to various factors, including those beyond the company’s control.

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