SNTI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On July 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Celadon Partners SPV 35 Limited (“Parent”), Senti Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), Senti Holdings, Inc., a wholly owned subsidiary of the Company (“Midco”), a…

• Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Midco, with Midco continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Upon completion of the Merge…

• The completion of the Merger is subject to (i) the affirmative vote of holders of a majority of the outstanding shares of the Company’s common stock and (ii) the Majority of the Minority Approval, and the satisfaction or waiver of other customary closing conditions. The Merger Agreement contains cus…

• In connection with the Merger, the Company’s stockholders and certain holders of the Company’s equity awards and warrants will be entitled to receive contingent value rights (“CVRs”). No cash will be paid to the Company or the holders of our common stock at the closing of the Merger as consideration…

• Under the Securities Purchase Agreement, Senti Holdings is not obligated to issue any additional Notes unless the parties executed, within 30 days of the closing of the Initial Notes, definitive documents for a potential transaction pursuant to which, if consummated, an entity affiliated with Celado…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• We currently have no products approved for sale, and we have never generated any revenue from the sale of any products. For the three months ended March 31, 2026, collaboration revenue related to an option exercise period extension fee under our Collaboration and Option Agreement (“BlueRock Agreemen…

• Our direct external development program expenses reflect external costs attributable to our preclinical development candidates selected for further development as well as INDs and clinical development activities. Such expenses include third-party contract costs relating to manufacturing, clinical tr…

• Comparison of the Three Months Ended March 31, 2026 and 2025

• The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:

• Research and development (including related party costs of $282 and $4,070 for the three months ended March 31, 2026 and March 31, 2025, respectively)

Text added vs the prior filing · source: 10-Q · 2026-08-14

• process in which our management applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives. You should note that the design of any system of disclosure controls and procedure…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• In April 2026, we, together with two of our subsidiaries, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with one accredited investor affiliated with our largest stockholder, pursuant to which our wholly owned subsidiary, Senti Holdings, Inc. (“Senti Holdings”), a…

• remaining Additional Funding Amount will be funded or that any additional tranche of Notes will be issued on the timeline we expect or at all.

• In addition, the conversion of some or all of the Notes into shares of Senti Holdings will dilute our ownership interests in Senti Holdings, the holding entity of our operating business Senti Biosciences, Inc. In the event that the maximum amount of Notes are sold under the Securities Purchase Agree…

• The announcement and pendency of the proposed Merger and related transactions, whether or not consummated, may adversely affect our business.

• On July 14, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Celadon Partners SPV 35 Limited, an exempted company incorporated under the laws of the Cayman Islands (“Parent”), Senti Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Me…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• In April 2026, we, together with two of our subsidiaries, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with one accredited investor affiliated with our largest stockholder, pursuant to which our wholly owned subsidiary, Senti Holdings, Inc. (“Senti Holdings”), a…

• Notes could be used to satisfy short positions, or anticipated exchange of the Notes into shares of our common stock could depress the price of our common stock.

• In addition, assuming the Notes are issued, the conversion of some or all of the Notes into shares of Senti Holdings will dilute our ownership interests in Senti Holdings, the holding entity of our operating business Senti Biosciences, Inc. In the event that the maximum amount of Notes are sold unde…