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.
Senti Biosciences Holdings, Inc. is registering 15,971,890 shares of common stock for resale by a selling securityholder. These shares are issuable upon exchange of Senior Secured Convertible Notes issued in a May 2026 private placement, from which Senti has already received about $9.7 million in net proceeds; Senti will receive no cash from the resale itself.
The registered shares equal about 51.3% of common stock outstanding as of March 31 2026, and the company states that exchanges of the Notes could be significantly dilutive and may pressure its share price. A Merger Agreement with an affiliate of the selling securityholder would move most of Senti’s existing business into a private entity, while current stakeholders receive contingent value rights that may pay up to $60 million if SENTI‑202 milestones are met. Senti also discloses recurring losses, negative operating cash flows and an accumulated deficit, and its auditor has included a going‑concern explanatory paragraph for 2025.
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. registers 15,971,890 shares of Common Stock for resale by a selling securityholder. These Resale Shares are issuable upon exchange of Senior Secured Convertible Notes issued May 20, 2026, and represent roughly half of the Company’s outstanding common stock.
The Company states it will receive no proceeds from resale of the Resale Shares and that it received approximately $9.7 million in net proceeds from the Note issuance. The Notes bear no interest unless an event of default occurs, mature on November 23, 2026, and include an initial exchange price of $0.6261 per share. Nasdaq rules presently limit issuance on exchange to 19.99% of outstanding shares absent shareholder approval; the company has agreed to call a meeting to seek approval not later than August 31, 2026.
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, Inc. reported a first‑quarter 2026 net loss of $4.2 million, significantly narrower than $14.1 million a year earlier, helped by a $6.9 million gain from amending its Alameda lease.
Cash and cash equivalents were $8.9 million as of March 31, 2026, with operating cash outflow of $7.5 million for the quarter. Management concluded that substantial doubt exists about the company’s ability to continue as a going concern, expecting current resources to fund operations only into the second quarter of 2026.
After quarter‑end, Senti agreed to a securities purchase arrangement for up to $40.0 million of senior secured convertible notes, with an initial $10.0 million tranche expected in May 2026, which would extend operations into the third quarter of 2026. The company remains a clinical‑stage biotech with an accumulated deficit of $362.8 million, continuing to invest in its SENTI‑202 program and gene circuit platform while relying on external financing, including an at‑the‑market equity program and related‑party funding.
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.
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.