Welcome to our dedicated page for Senti Biosciences Holdings SEC filings (Ticker: SNTI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Senti Biosciences SEC filings document a clinical-stage biotechnology issuer built around the Gene Circuit platform and its cell-therapy pipeline. The company’s 8-K reports cover operating and financial results, corporate updates, clinical or regulatory disclosures, shareholder voting matters, governance items, capital-structure matters and material agreements, including research-and-development laboratory lease disclosures.
The filing record also includes a Form 15-12G for Senti Biosciences, Inc. after a completed Delaware holding company reorganization under which Senti became a subsidiary within Senti Biosciences Holdings. That filing addresses termination or suspension of Exchange Act registration and reporting duties for the covered Senti common stock, alongside the issuer’s corporate-status and security-class disclosures.
Celadon-affiliated investors amended their Schedule 13D on Senti Biosciences to reflect a majority ownership position and a new financing deal. The reporting persons beneficially own 25,748,890 shares of common stock, representing 54.6% of the class, assuming immediate exchange of the Initial Notes for 15,971,890 shares.
The amendment describes a Securities Purchase Agreement under which Senti agreed to issue $10.0 million in Initial Notes and up to $30.0 million in Additional Notes to a Celadon affiliate. These senior, secured notes are convertible or exchangeable at an initial price of $0.6261 per share after a holding company reorganization, with issuer stockholder approval required for exchanges.
Senti plans to use substantially all net proceeds for general corporate purposes and to advance CMC and clinical trials for its SENTI-202 product candidate. The agreement also contemplates a potential CVR transaction that could pay stockholders up to $60.0 million in cash if specified regulatory and sales milestones for SENTI-202 are met, and possible restructuring or merger and acquisition discussions involving Celadon.
Senti Biosciences Holdings, Inc. amends its ATM prospectus to continue offering up to $17,500,000 of common stock under a sales agreement with Leerink Partners.
The supplement states the Company became successor registrant following a holding-company reorganization implemented by merger and that approximately $6.0 million remained unsold under the ATM as of the date of this supplement.
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 Holdings, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 to add the Part III sections on directors, executive compensation, security ownership and related-party matters. The amendment does not change previously filed financial statements.
The filing details the board’s classified structure, committee memberships and independence determinations, as well as the non-employee director cash retainers and stock option program. It also summarizes 2025 pay for key executives, including salary, equity awards and potential severance on termination or change of control, and discloses equity plan capacity and major shareholders, with 31,144,754 common shares outstanding as of March 27, 2026.
Senti Biosciences Holdings, Inc. filed a Post-Effective Amendment No. 1 to its Form S-3 to reflect a holding company reorganization completed on April 24, 2026. The Successor Registrant expressly adopts the existing Registration Statement (No. 333-285985) under Rule 414. No additional securities are being registered by this Amendment. The filing describes the Merger Agreement effectuating the reorganization, confirms a one-for-one conversion of Predecessor common shares into Successor common shares, and incorporates the Successor’s amended certificate of incorporation and bylaws. The document also recites indemnification provisions, advancement of expenses, and indemnification agreements for officers and directors.
Senti Biosciences Holdings, Inc. filed a Post-Effective Amendment No. 1 to its Form S-3 on April 24, 2026 reflecting a holding company reorganization completed the same day. The amendment states that each outstanding share of the predecessor's common stock was converted into one share of the successor's common stock, and no additional securities are being registered by this amendment. The successor adopted organizational documents substantially identical to the predecessor's and expressly adopts the Registration Statement (File No. 333-285983) pursuant to Rule 414.