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.
Senti Biosciences Holdings, Inc. seeks stockholder approval for a proposed merger under which Senti Merger Sub, Inc. would merge into Senti Holdings, Inc., which would survive as a wholly owned subsidiary of Celadon Partners SPV 35 Limited. If completed, Senti stockholders would receive one CVR per common share outstanding on a record date 5 to 10 days after closing, rather than cash at closing. Payments depend on milestones reached by the seventh anniversary and are capped at $60 million in aggregate; no payment is guaranteed.
After closing, Senti plans to continue its Rett Syndrome and TIL programs and stop developing SENTI-202. Completion is expected in the second half of 2026, subject to conditions including approval by a majority of outstanding shares and a majority of votes cast by unaffiliated holders present and entitled to vote. Voting-agreement signers held approximately 32.6% of shares but are not expected to satisfy the latter vote. At the October 8, 2026 meeting, stockholders also consider approval of issuance of more than 19.99% of outstanding common stock upon note exchange and a 1-for-20 to 1-for-50 reverse split, subject to the Board’s discretion and authority to abandon.
Senti Biosciences Holdings, Inc. (SNTI) has filed Amendment No. 3 to its Form S-3 registration statement (File No. 333-296917) solely to add an updated consent from its independent registered public accounting firm, KPMG LLP, as Exhibit 23.1. The company states that all other parts of the registration statement remain unchanged and are omitted from this amendment.
Senti Biosciences Holdings, Inc. (SNTI) is the subject of an amended Schedule 13D showing that entities affiliated with Celadon Partners, including Celadon Partners SPV 24, Celadon Partners, LLC and CPIF II-7 Limited, report beneficial ownership of 25,748,890 shares of Common Stock, representing 54.6% of the class on an as‑adjusted basis. This percentage assumes a total of 47,116,644 shares outstanding, including 15,971,890 shares issuable upon exchange of certain Initial Notes pursuant to a Securities Purchase Agreement. On September 3, 2026, Senti entered into an Equity Commitment Letter with CPIF II-9 Limited, an affiliate of Celadon, under which the investor commits to purchase newly issued Common Stock for an aggregate $2,500,000 at a per‑share price equal to the Nasdaq Listing Rule 5635(d) "Minimum Price". The commitment is subject to conditions including consummation of the Merger closing, Nasdaq accepting a stockholders’ equity compliance plan, Senti retaining at least $600,000 of cash or equivalents after closing, maintaining Nasdaq Capital Market listing, and execution of a registration rights agreement; Senti plans to use substantially all of the proceeds to support its business following completion of the Merger.
Senti Biosciences Holdings, Inc. (SNTI) filed an amended shelf registration on Form S-3 to register 25,555,024 shares of common stock for resale by existing investors. These Resale Shares are issuable upon exchange of Senior Secured Convertible Notes issued by subsidiary Senti Holdings, Inc. (Midco) and represent 82.1% of common stock outstanding as of June 30, 2026.
The Notes total $16.0 million in principal outstanding (up to $40.0 million may be issued), carry no cash interest unless in default, and are exchangeable at an initial price of $0.6261 per SNTI share, maturing on November 23, 2026 with a 200% cash repayment of principal and accrued interest if not converted or exchanged. A pending merger will move most of the operating business into a private entity while public SNTI retains early-stage Regulator Dial programs and issues contingent value rights tied to SENTI-202 milestones. The company discloses recurring losses, negative operating cash flows and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern.
Senti Biosciences Holdings, Inc. (SNTI) is asking stockholders at its virtual 2026 annual meeting to approve a merger in which Senti Merger Sub, Inc. will merge into Senti Holdings, Inc. (Midco), making Midco a wholly owned subsidiary of Celadon Partners SPV 35 Limited, an affiliate of Celadon Partners, LLC. Existing Senti stockholders will not receive cash at closing but will receive one contractual contingent value right (CVR) per share, collectively eligible for up to $60,000,000 in milestone-based cash payments over seven years, with no guarantee any milestone will be achieved.
Other key proposals include approving the issuance of more than 19.99% of Senti’s common stock upon exchange of Midco’s senior secured convertible notes, authorizing a reverse stock split at a ratio between 1‑for‑20 and 1‑for‑50, electing three Class I directors, ratifying KPMG LLP, and an adjournment proposal. As of July 23, 2026, 31,144,754 shares were outstanding, and supporting stockholders holding about 32.6% of shares have agreed to vote for the merger, which also requires a “Majority of the Minority” approval. Lincoln International LLC provided a fairness opinion on the CVR-based merger consideration. Senti discloses significant capital constraints and Nasdaq listing deficiencies, and warns that if the merger is not completed, it may remain constrained in funding its Rett Syndrome and TIL programs and face continued listing and financing risks.
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., a clinical-stage cell and gene therapy company, reported a Q2 2026 net loss of $12.8 million, improving from $14.7 million a year earlier. For the first six months of 2026, net loss was $17.0 million versus $28.8 million in 2025 as research and development spending declined.
Cash and cash equivalents fell to $6.5 million at June 30, 2026 (total cash and restricted cash $7.9 million), down from $19.9 million at year-end, with $21.7 million used in operating activities in the first half. Total assets were $33.1 million against $36.5 million of liabilities, resulting in negative stockholders’ equity of $3.4 million. Management concluded that substantial doubt exists about the company’s ability to continue as a going concern, noting it may be unable to maintain operations as early as Q4 2026 without additional funding.
Liquidity was supplemented by $10.0 million of senior secured convertible notes issued in May 2026 to a related-party affiliate of Celadon Partners, initially recorded at a $4.3 million fair value with a $5.7 million capital contribution. Subsequent to quarter-end, Senti agreed to a merger with a Celadon affiliate under which most of its existing business will be acquired, while current stockholders and certain other holders will receive contingent value rights of up to $60.0 million tied to future SENTI‑202 milestones.