Every 8-K that Senti Biosciences Holdings, Inc. (SNTI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SNTI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SNTI filings page.
Senti Biosciences Holdings, Inc. (SNTI) reported that its wholly owned subsidiary Senti Holdings, Inc. completed the issuance and sale to NSG BioInnovation Fund, L.P. of $2.0 million aggregate principal amount of Senior Secured Convertible Notes under an existing Securities Purchase Agreement, as amended. The form of Note was updated to add NSG as a party.
The company also entered into an Equity Commitment Letter with an affiliate of Celadon Partners, LLC, under which that affiliate agreed to purchase $2.5 million of Senti common stock at a price per share equal to the “Minimum Price” under Nasdaq Listing Rule 5635(d), at or around the time of the closing of a planned merger. The company has filed a preliminary proxy statement relating to these subject transactions, which include a potential contingent value right that may pay up to $60.0 million in cash upon specified SENTI-202 milestones.
Senti Biosciences Holdings, Inc. (SNTI) amended its April 27, 2026 Securities Purchase Agreement on September 1, 2026 to allow Midco’s Senior Secured Convertible Notes to be issued in more than two tranches and to authorize the issuance and sale to NSG BioInnovation Fund, L.P. of $2.0 million in aggregate principal amount of Notes in a third tranche. NSG’s purchase will be deemed to satisfy the remaining obligation of Celadon Partners SPV 35 Limited to purchase Notes under the July 14, 2026 merger agreement, and closing is expected within three business days of the amendment, subject to conditions.
The company also received two Nasdaq notices on August 27, 2026: it failed the $1.00 minimum bid price requirement for 30 consecutive trading days and is out of compliance with the $2.5 million minimum stockholders’ equity requirement, having a stockholders’ deficit of $3,401,000 as of June 30, 2026. SNTI has 180 days, until February 23, 2027, to regain bid-price compliance and must submit an equity-compliance plan by October 11, 2026, with potential extensions and possible actions including a reverse stock split. The company has filed a preliminary proxy statement covering a proposed reverse split and a potential transaction involving Celadon and a contingent value right that may pay up to $60.0 million in cash upon specified milestones for SENTI-202.
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.
Senti Biosciences Holdings, Inc. agreed to a strategic merger under which a Celadon-affiliated Cayman entity will acquire substantially all of Senti’s existing business and pipeline, including SENTI‑202, through a merger of Merger Sub into Senti Holdings, Inc. The listed company is expected to remain public with a streamlined structure, retaining intellectual property, collaborations and early-stage programs built on its Regulator Dial™ platform for Rett syndrome gene therapy and armored tumor‑infiltrating lymphocyte therapies.
At closing, Senti stockholders, RSU holders and, upon exercise, option and warrant holders will receive one contractual contingent value right (CVR) per share. Each CVR entitles holders to a pro rata share of up to $60.0 million in potential milestone payments: $10.0 million on SENTI‑202 Biologics License Application filing and FDA acceptance (or lapse of the 60‑day review period without rejection), $20.0 million on FDA approval of that BLA, and $30.0 million if cumulative worldwide net sales of SENTI‑202 exceed $200.0 million by the seventh anniversary of closing. CVRs are generally non‑transferable, carry no voting or dividend rights, and may never pay out if milestones are not achieved.
The merger requires approval by a majority of outstanding shares and a Majority of the Minority vote, specified regulatory clearances and other customary conditions, with an outside date of December 31, 2026 and a $2.5 million termination fee payable by Senti in certain competing‑proposal scenarios. Parent or an affiliate must provide up to $6.0 million in additional Senior Secured Convertible Notes funding, reduced dollar‑for‑dollar by any net proceeds from Senti’s at‑the‑market equity program. Senti preliminarily estimates cash and cash equivalents of $6.5 million as of June 30, 2026 and believes this, together with the Additional Funding Amount, should fund operations through the expected closing and into approximately the fourth quarter of 2026. Depending on how many Notes are issued and exchanged, a Celadon affiliate could beneficially own between 54.6% and 77.5% of Senti’s common stock, and post‑merger the company will rely on just two early-stage programs while continuing to bear public‑company costs and Nasdaq listing risk.
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.
Senti Biosciences Holdings reported first quarter 2026 results and key progress for its lead program SENTI-202. Net loss narrowed to $4.2 million versus $14.1 million a year earlier as operating expenses declined, helped by a $6.9 million gain from lease modifications and lower R&D and G&A spending. Cash and cash equivalents were $8.9 million on March 31, 2026, with net cash used in operating activities of $7.5 million.
The company highlighted a positive FDA RMAT meeting that supports a single-arm, multi-center pivotal trial of SENTI-202 in relapsed/refractory AML after lymphodepleting chemotherapy. Phase 1 data showed a 50% composite complete remission rate in patients receiving Donor X–derived NK cells versus 12.5% with non–Donor X material, with all complete remissions MRD-negative and durable up to 21+ months. Senti also secured a strategic financing vehicle for up to $40 million in senior secured convertible notes and outlined potential additional $60 million in contingent value rights tied to SENTI-202 milestones.
Senti Biosciences Holdings, Inc. entered into a securities purchase agreement with an affiliate of its largest stockholder, Celadon, for up to $40.0 million in senior secured convertible notes in two tranches. The first $10.0 million tranche is tied to recently completed reorganization steps, while a potential second tranche of up to $30.0 million depends on Celadon’s election and definitive documents for a possible CVR merger transaction.
The notes bear no cash interest unless there is an event of default, but must be repaid at 200% of principal and accrued interest at maturity if not earlier converted or exchanged. They are convertible into Senti Holdings stock and exchangeable into company common stock at an initial price of $0.6261 per share, with full‑ratchet anti‑dilution protection and ownership and Nasdaq “Exchange Cap” limits unless stockholders approve additional share issuance.
Celadon agreed to pay $9.7 million for the initial notes and, assuming immediate exchange after stockholder approval, could beneficially own about 54.6% of Senti’s outstanding common stock, giving it majority control. The company also expects to enter a registration rights agreement to register resale of the exchange shares and a voting agreement under which directors, officers and Celadon commit to support the required stockholder approvals and the potential CVR transaction that could pay up to $60.0 million in cash upon regulatory and sales milestones for SENTI‑202.
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.
Senti Biosciences, Inc. reported 2025 results and highlighted key clinical progress, led by SENTI-202 in relapsed or refractory acute myeloid leukemia. The program generated updated positive preliminary Phase 1 data with encouraging response rates, durability and a favorable safety profile, and received U.S. FDA Regenerative Medicine Advanced Therapy (RMAT) designation.
As of December 31, 2025, Senti Bio held $16.4 million in cash and cash equivalents, with total assets of $51.2 million and total liabilities of $45.6 million. For full-year 2025, research and development expenses were $37.6 million and general and administrative expenses were $26.2 million. The company recorded a net loss of $61.4 million, or $2.73 per share, including a non-recurring $5.1 million impairment of long-lived assets and $5.7 million of non-cash stock-based compensation.
Senti Biosciences, Inc. entered into a series of agreements to restructure its facility lease and related sublease for its Alameda, California premises. Effective September 1, 2025, the company will reduce its leased space from approximately 91,910 to 45,955 rentable square feet, cutting its proportionate share of operating expenses and taxes to 50% while keeping responsibility for all utilities until the surrendered space is re-let.
The amended lease sets stepped monthly base rent for the remaining premises, starting at $188,311 from September 1, 2025 through July 31, 2026 and rising over time to $293,010 for August 2022. As consideration for this rent reduction, the landlord may draw $2.0 million on the company’s existing $2.76 million letter of credit, after which the required letter of credit amount drops to $760,000.
The company also amended its sublease with GeneFab, LLC so the subleased space and GeneFab’s payment obligations mirror the amended lease economics, and entered into a consent and letter agreement. GeneFab will pay a $1.0 million reduction fee to the landlord and has $1,374,005 of outstanding base rent that can be satisfied through a prepayment credit for future work or services, with any unpaid portion due by September 1, 2026. GeneFab’s failure to perform on these obligations constitutes an immediate event of default under the amended sublease.
Senti Biosciences (SNTI) furnished a press release announcing its financial results for the quarter ended September 30, 2025. The company reported this via an Item 2.02 Form 8-K dated November 13, 2025, with the press release attached as Exhibit 99.1.
Consistent with General Instruction B.2., the information in Item 2.02 and Exhibit 99.1 is furnished and not deemed filed under Section 18 of the Exchange Act, and it is not incorporated by reference into Securities Act filings.