What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-07 · 182 added, 141 removed, 482 unchanged (40% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

June 30, December 31,

September 30, December 31,

CURRENT ASSETS

22 unchanged sentences

Series A redeemable convertible preferred stock, $ 0.0001 par value;

zero and 21,200 shares authorized as of June 30, 2025 and December 31, 2024, respectively;

zero and 21,157 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively;

aggregate liquidation preference of zero and $ 147,647 as of June 30, 2025 and December 31, 2024, respectively

zero and 21,200 shares authorized as of September 30, 2025 and December 31, 2024, respectively;

zero and 21,157 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively;

aggregate liquidation preference of zero and $ 147,647 as of September 30, 2025 and December 31, 2024, respectively

STOCKHOLDERS’ EQUITY

Common stock, $ 0.0001 par value;

500,000,000 shares authorized as of both June 30, 2025 and December 31, 2024;

26,160,206 and 4,829,035 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

500,000,000 shares authorized as of both September 30, 2025 and December 31, 2024;

26,290,838 and 4,829,035 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 352,223 322,782

6 unchanged sentences

(In thousands, except share and per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Operating expenses:

Research and development (including related party costs of $ 3,586 and $ 3,637 for the three months ended June 30, 2025 and 2024, respectively, and $ 7,656 and $ 7,269 for the six months ended June 30, 2025 and 2024, respectively)

Research and development (including related party costs of $ 3,417 and $ 3,790 for the three months ended September 30, 2025 and 2024, respectively, and $ 11,073 and $ 11,059 for the nine months ended September 30, 2025 and 2024, respectively)

$ 10,516 $ 8,655 $ 29,826 $ 26,584

2 unchanged sentences

Loss from operations ( 16,948 ) ( 15,215 ) ( 50,143 ) ( 44,872 )

Other income:

Other income (expense):

Interest income 166 150 830 718

GeneFab sublease income - related party 1,586 1,587 3,299 3,047

Other income 209 6 387 6

GeneFab sublease income (expense) - related party ( 1,567 ) 1,657 1,732 4,705

Other income (expense), net 223 ( 11 ) 610 ( 6 )

Change in fair value of GeneFab Option - related party — 2,386 — 6,331

1 unchanged sentence

Change in fair value of GeneFab Note Receivable - related party — ( 17,435 ) — ( 17,240 )

Total other income 2,065 2,153 4,350 6,343

Total other income (expense), net ( 1,178 ) ( 13,651 ) 3,172 ( 7,308 )

Net loss $ ( 18,126 ) $ ( 28,866 ) $ ( 46,971 ) $ ( 52,180 )

22 unchanged sentences

Balance at June 30, 2025 — — 26,160,206 3 350,628 ( 325,979 ) 24,652

Issuance of common stock related to ATM, net of commissions and issuance costs — — 89,120 — 44 — 44

Issuance of common stock for vesting of restricted stock units — — 41,512 — — — —

Stock-based compensation — — — — 1,551 — 1,551

Net loss — — — — — ( 18,126 ) ( 18,126 )

Balance at September 30, 2025 — $ — 26,290,838 $ 3 $ 352,223 $ ( 344,105 ) $ 8,121

The accompanying notes are an integral part of these condensed consolidated financial statements.

15 unchanged sentences

Balance at June 30, 2024 — — 4,572,432 1 311,805 ( 267,658 ) 44,148

Vesting of early exercise of common stock options — — 1,266 — 34 — 34

Issuance of common stock for vesting of restricted stock units — — 9,666 — — — —

Funds received from Chardan ChEF Instrument, net of fees — — 3,593 — 10 — 10

Stock-based compensation — — — 668 — 668

Net loss — — — — — ( 28,866 ) ( 28,866 )

Balance at September 30, 2024 — $ — 4,586,957 $ 1 $ 312,517 $ ( 296,524 ) $ 15,994

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

7 unchanged sentences

Loss on sale of property and equipment - related party — 107

Impairment of long-lived assets — 313

Other non-cash charges 39 7

9 unchanged sentences

GeneFab sublease deferred income - related party ( 660 ) ( 350 )

Other non-current liabilities — 113

Net cash used in operating activities ( 36,569 ) ( 27,893 )

2 unchanged sentences

Proceeds from sale of property and equipment 12 60

Net cash used in investing activities ( 184 ) ( 15 )

Net cash provided by (used in) investing activities ( 184 ) 45

CASH FLOWS FROM FINANCING ACTIVITIES

2 unchanged sentences

Payment of issuance costs ( 2,469 ) —

Proceeds from issuance of common stock under Common Stock Purchase Agreement — 10

Net cash provided by financing activities 721 2,440

18 unchanged sentences

The Company has devoted substantially all of its efforts to organizing and staffing, business planning, raising capital, and conducting preclinical and clinical studies and has not realized substantial revenues from its planned principal operations.

As of June 30, 2025, the Company raised aggregate gross proceeds of $ 356.9 million from the merger in 2022, the issuance of shares of common stock, the issuance of shares of redeemable convertible preferred stock, the issuance of convertible notes, and, to a lesser extent, through collaboration agreements and governmental grants and loans.

As of June 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $ 326.0 million and $ 297.1 million , respectively.

The Company’s net losses were $ 28.8 million and $ 23.3 million for the six months ended June 30, 2025 and 2024, respectively.

As of September 30, 2025, the Company raised aggregate gross proceeds of $ 356.9 million from the merger in 2022, the issuance of shares of common stock, the issuance of shares of redeemable convertible preferred stock, the issuance of convertible notes, and, to a lesser extent, through collaboration agreements and governmental grants and loans.

As of September 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $ 344.1 million and $ 297.1 million , respectively.

The Company’s net losses were $ 47.0 million and $ 52.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Su bstantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations.

The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its preclinical activities and clinical trials for its product candidates in development.

The Company concluded that substantial doubt continued to exist and that the Company’s cash and cash equivalents of $ 21.6 million as of June 30, 2025, were not sufficient for the Company to continue as a going concern for at least one year from the issuance date of these condensed consolidated financial statements.

The Company concluded that substantial doubt continued to exist and that the Company’s cash and cash equivalents of $ 12.2 million as of September 30, 2025, were not sufficient for the Company to continue as a going concern for at least one year from the issuance date of these condensed consolidated financial statements.

Additional funds will be necessary to maintain current operations and to continue research and development activities.

20 unchanged sentences

Actual results could differ from those estimates.

Reclassification of Prior-Period Amounts

Certain prior-period amounts have been reclassified to conform to the current-period presentation.

Specifically, the Company reclassified a $ 0.3 million impairment charge recognized in the three months ended September 30, 2024, from “Impairment of long-lived assets” to “General and administrative expenses.” These reclassifications did not impact total operating expenses, net loss, or cash flows for any period presented.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents which are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits.

As of June 30, 2025 and 2024, the Company has not experienced any credit losses in such accounts or investments.

As of June 30, 2025, the Company had prepaid future manufacturing and research services of $ 5.5 million under an agreement with GeneFab, LLC (“GeneFab”) for certain development and manufacturing services agreement which are recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheet.

As of June 30, 2025, the Company also had $ 3.5 million receivable from GeneFab related to both services provided under the transition services agreement and sublease rent payments which are recorded in GeneFab receivable - related party in the condensed consolidated balance sheets.

As of September 30, 2025 and 2024, the Company has not experienced any credit losses in such accounts or investments.

As of September 30, 2025, the Company had prepaid future manufacturing and research services of $ 2.1 million under an agreement with GeneFab, LLC (“GeneFab”) for certain development and manufacturing services agreement which are recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheet.

As of September 30, 2025, the Company also had $ 1.6 million receivable from GeneFab related to both services provided under the transition services agreement and rent payments which was recorded in GeneFab receivable - related party in the condensed consolidated balance sheets, of which $ 1.0 million was received in October 2025.

The prepaid expense and receivable balances from GeneFab potentially subject the Company to a significant concentration of credit risk if the Company is unable to realize these balances.

3 unchanged sentences

The accompanying interim condensed consolidated financial statements and the related footnotes are unaudited.

These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2025 and its results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other period.

These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2025 and its results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other period.

The December 31, 2024 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual consolidated financial statements.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S.

1 unchanged sentence

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 and the related notes included in the Company’s Form 10-K (the “Annual Report”), filed with the SEC on March 20, 2025, which provides a more complete discussion of the Company’s accounting policies and certain other information.

There have been no material changes to the Company’s significant accounting policies as of and for the three and six months ended June 30, 2025, as compared

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

to the significant accounting policies described in the Company’s annual consolidated financial statements as of and for the year ended December 31, 2024.

There have been no material changes to the Company’s significant accounting policies as of and for the three and nine months ended September 30, 2025, as compared to the significant accounting policies described in the Company’s annual consolidated financial statements as of and for the year ended December 31, 2024.

Recently Adopted Accounting Standards

6 unchanged sentences

On August 7, 2023, the Company entered into a framework agreement (“the “GeneFab Framework Agreement”) with GeneFab and Valere Bio, Inc.

(“Valere”), a Delaware corporation and the parent company of GeneFab, which is wholly owned by Celadon Partners, LLC, pursuant to which the Company, subject to the terms and conditions therein, sold, assigned and transferred its rights, title and interest in certain of the assets and contractual rights, including all of the Company’s equipment at the Company’s facilities in Alameda and certain of the Company’s non-oncology license rights, intellectual property related to the schematics for and design of the Alameda facility, and subleased to GeneFab its premises under a lease for the Alameda facility.

The Company and GeneFab also entered into a development and manufacturing services agreement (“DMSA”), pursuant to which GeneFab will provide certain services to the Company using the subleased Alameda facility and acquired equipment.

As part of this transaction, the Company entered into a transition services agreement with GeneFab whereby certain services are to be provided by each party to the other party during a transition period beginning on August 7, 2023.

The DMSA was amended and restated on December 10, 2024 as described below.

GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850.

The Company subleased to GeneFab its premises under a lease for the Alameda facility (the “Alameda Sublease”), and in June 2024, the Company subleased to GeneFab a portion of the Company’s headquarters’ lease (the “HQ Sublease”).

The Alameda Sublease and the HQ Sublease are collectively referred to as the “GeneFab Sublease”.

GeneFab is currently in default under the GeneFab Sublease and has not indicated when it will pay the Company the full amount of overdue rent payments.

As of September 30, 2025, GeneFab owed the Company $ 4.7 million in past-due sublease rent payments, of which $ 1.0 million was received in October 2025.

Refer to Note 5 .

Operating Leases for GeneFab Sublease considerations.

On August 7, 2023, the Company and GeneFab also entered into a development and manufacturing services agreement (“DMSA”), pursuant to which GeneFab will provide certain services to the Company using the subleased Alameda facility and acquired equipment.

The DMSA was amended and restated on December 10, 2024 as described below.

GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures (“ASC 850”) Refer to Note 12 .

Related Parties for GeneFab related party considerations.

GeneFab prepaid expenses - related party

The Company was entitled to $ 18.9 million in future manufacturing and research activities to be rendered by GeneFab under the services agreement, which are recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets.

As of June 30, 2025, the Company had utilized the full amount of this initial prepaid amount for manufacturing and research activities.

The Company was entitled to $ 18.9 million in future manufacturing and research activities to be rendered by GeneFab under the services agreement, which was recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets.

As of September 30, 2025, the Company had utilized the full amount of this initial prepaid amount for manufacturing and research activities.

On December 10, 2024, in connection with the private placement described in further detail in Note 6 .

Stockholders’ Equity , the Company and GeneFab entered into an amended and restated DMSA, and the Company agreed to make an additional advance payment of $ 10.0 million to GeneFab, of which $ 6.0 million and $ 4.0 million was paid in December 2024 and January 2025, respectively.

Stockholders’ Equity , the Company and GeneFab entered into an amended and restated DMSA, and the Company

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

agreed to make an additional advance payment of $ 10.0 million to GeneFab, of which $ 6.0 million and $ 4.0 million was paid in December 2024 and January 2025, respectively.

In June 2025, the Company made an additional advance payment of $ 2.5 million to GeneFab for additional work as part of the DMSA.

These prepayments were recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets.

As of June 30, 2025, $ 5.5 million of these prepayments were remaining for future manufacturing and research activities.

As of September 30, 2025, $ 2.1 million of these prepayments were remaining to be amortized against future manufacturing and research activities.

GeneFab Economic Share

The Company and GeneFab entered into a seller economic share agreement (the “GeneFab Economic Share”), pursuant to which the Company will be entitled to receive ten percent of the realized gains of GeneFab’s parent company arising and resulting from any cash or in-kind distributions from GeneFab in connection with a dividend or sale event, subject to the terms and conditions of the GeneFab Economic Share.

The Company elected to account for the GeneFab Economic Share under the fair value option in ASC 825, and the GeneFab Economic Share was recorded as an asset in GeneFab Economic Share - related party on condensed consolidated balance sheet at its fair value of $ 1.8 million on August 7, 2023.

As of June 30, 2025 and December 31, 2024, the Company determined that

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

the fair value of the GeneFab Economic Share was zero .

The Company elected to account for the GeneFab Economic Share under the fair value option in ASC 825, Financial Instruments , and the GeneFab Economic Share was recorded as an asset in GeneFab Economic Share - related party on condensed consolidated balance sheet at its fair value of $ 1.8 million on August 7, 2023.

As of September 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Economic Share was zero .

Changes in fair value of the GeneFab Economic Share are reported as a component of other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

14 unchanged sentences

The purchase of the remaining shares under the GeneFab Option requires approval by the Company’s stockholders.

The Company determined that the GeneFab Option was a derivative as the terms of the instrument contain certain provisions that preclude equity classification in accordance with ASC 815.

The Company determined that the GeneFab Option was a derivative as the terms of the instrument contain certain provisions that preclude equity classification in accordance with ASC 815, Derivatives and Hedging .

As such, the GeneFab Option was recorded as a liability in GeneFab Option - related party on the condensed consolidated balance sheet at its fair value of $ 9.6 million on August 7, 2023.

As of June 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option was zero .

As of September 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option was zero .

The GeneFab Option was remeasured each reporting period with changes from remeasurement included in other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

2 unchanged sentences

Consolidation and Related Party

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

The Company determined that GeneFab is a variable interest entity since its total equity at risk is not sufficient to finance its activities without additional subordinated financial support.

7 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

June 30, December 31,

September 30, December 31,

(in thousands) 2025 2024

4 unchanged sentences

Property and equipment, net consisted of the following:

June 30, December 31,

September 30, December 31,

(in thousands) 2025 2024

8 unchanged sentences

Accrued expenses and other current liabilities consisted of the following:

June 30, December 31,

September 30, December 31,

(in thousands) 2025 2024

5 unchanged sentences

Total accrued expenses and other current liabilities $ 5,103 $ 6,385

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Other Non-current Liabilities

Other non-current liabilities consisted of the following:

June 30, December 31,

September 30, December 31,

(in thousands) 2025 2024

3 unchanged sentences

On August 3, 2024, the Company executed an agreement with California Institute for Regenerative Medicine (“CIRM”) for a total grant award of $ 8.0 million (“CIRM Grant”) in support of the research project related to the ongoing clinical development of SENTI-202.

The award is payable to the Company upon achievement of milestones

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

that are primarily based on patient enrollment in the Company’s SENTI-202 clinical trial.

The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s SENTI-202 clinical trial.

Under the terms of the CIRM Grant, the Company is obligated to co-fund up to $ 4.8 million, pay certain royalties and licensing fees or convert the CIRM Grant to a loan.

As presented in the table above, the Company received an aggregate of $ 7.4 million from the CIRM Grant as of June 30, 2025.

As presented in the table above, the Company received an aggregate of $ 7.4 million from the CIRM Grant as of September 30, 2025.

Operating Leases

1 unchanged sentence

The Company’s operating leases are for the corporate headquarters located in South San Francisco, California (“HQ lease”) and for additional office and laboratory space located in Alameda, California (“Alameda lease”).

The HQ lease has an initial term of eight years expiring in 2027, with an option to renew for an additional eight years unless canceled by either party thereafter.

The HQ lease has an initial term of eight years expiring in 2027, with an option to renew for an additional eight years unless canceled by either party.

The Alameda lease has an initial term of eleven years expiring in 2032, with an option to renew the lease for up to two additional terms of five years .

1 unchanged sentence

Lease costs are summarized as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

Supplemental cash flow information related to the leases was as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024

1 unchanged sentence

Weighted-average remaining lease terms and discount rates were as follows:

June 30, 2025

Weighted-average remaining lease term (years) 6.3

Weighted-average discount rate 9.2 %

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

As of June 30, 2025, maturities of lease liabilities were as follows:

September 30, 2025

Weighted-average remaining lease term (years) 6.2

Weighted-average discount rate 9.2 %

As of September 30, 2025, maturities of lease liabilities were as follows:

(in thousands)

4 unchanged sentences

Total lease liabilities $ 30,121

Impairment of Long-lived Assets

As a result of GeneFab being in default under the GeneFab Sublease and not having remitted rent payments in accordance with the contractual terms under the arrangements, the Company identified a triggering event during the three months ended September 30, 2025.

Accordingly, the Company performed a recoverability test under ASC 360, Property, Plant, and Equipment , comparing the estimated undiscounted future cash flows expected to be generated by the asset group, which includes the right-of-use asset and related leasehold improvements allocable to the subleased spaces, to the carrying amount of those assets.

The analysis indicated that the carrying amount was recoverable, and therefore no impairment loss was recognized during the three and nine months ended September 30, 2025.

The Company will continue to monitor GeneFab’s payment status, collectibility of sublease payments, and other relevant factors that could affect the recoverability of the underlying assets in future periods.

In the comparable prior-year period, the Company identified an impairment indicator related to the HQ lease as a result of entering into subleases for a portion of the headquarters premises.

The Company compared the estimated undiscounted future cash flows to the carrying amount of the asset group, which included the right-of-use asset and related leasehold improvements allocable to the subleased space, and concluded that the carrying amount was not recoverable.

The fair value of the asset group was then determined using a discounted cash-flow model that incorporated the expected net cash flows for the term of the sublease, including estimated residual cash flows, and an estimated borrowing rate of a market-participant subtenant.

As a result, the Company recognized an impairment charge of $ 0.3 million during the three months ended September 30, 2024.

Lessor Accounting

3 unchanged sentences

Total undiscounted payments to be received by the Company over the term of the Alameda lease sublease are approximately $ 44.1 million.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

On June 12, 2024, the Company entered into a sublease with GeneFab for a portion of the Company’s HQ lease.

Total undiscounted payments to be received by the Company over the term of the HQ lease sublease are approximately $ 1.3 million.

As of June 30, 2025 and December 31, 2024, the Company had $ 2.9 million and $ 1.0 million receivable from GeneFab related to the sublease rent payments, respectively, which was recorded in GeneFab receivable - related party on the condensed consolidated balance sheets.

GeneFab is currently in default under the GeneFab Sublease and has not remitted rent payments in accordance with contractual terms under the arrangements.

GeneFab has not indicated when it will provide funds to satisfy its obligations.

In evaluating the collectibility of future lease payments, the Company considered various factors, including the tenant’s payment history, current payment status, publicly available information about the tenant’s financial condition, and other relevant information.

As of September 30, 2025, GeneFab owed the Company $ 4.7 million in past-due sublease rent payments, of which $ 1.0 million was received in October 2025.

During the three months ended September 30, 2025, the Company determined that collectibility of certain rent payments under our related-party sublease with GeneFab were no longer probable in accordance with ASC 842, Leases (“ASC 842”) and that the Company should recognize sublease income only to the extent of cash received.

Any sublease income previously recognized in excess of cash collected was reversed in the period collectibility was determined to be not probable.

For the three months ended September 30, 2025, the Company recorded a $ 3.3 million reversal of previously recognized sublease income in accordance with ASC 842, reducing cumulative sublease income to equal cumulative cash collected.

The reversal was recorded against the GeneFab receivable - related party as of September 30, 2025.

Following this adjustment, the Company will recognize sublease income on a cash-basis until the full outstanding amount is received and future collectibility again is determined to be probable.

As of both September 30, 2025 and December 31, 2024, the Company had $ 1.0 million receivable from GeneFab related to the sublease rent payments, which was recorded in GeneFab receivable - related party on the condensed consolidated balance sheets.

Alameda Lease Default

The Company’s obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab.

On September 28, 2025, the Company received a notice of default from the landlord of the Alameda lease stating that, as of September 26, 2025, the Company was in default (the “Default”) for nonpayment of rent in the amount of approximately $ 0.4 million (the “Default Amount”).

The Company’s obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab.

GeneFab and the Company are currently in discussions with the landlord to cure the Default.

As of September 30, 2025, the Alameda lease had not been terminated, and the Company continues to recognize the right-of-use asset and lease liability associated with the Alameda lease.

BKPBIOTECH and JLSA2 Therapeutics Sublease

4 unchanged sentences

The sublease contains customary events of default, representations, warranties and covenants.

As of June 30, 2025, maturities of the Company’s sublease payments were as follows:

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

As of September 30, 2025, maturities of the Company’s sublease payments were as follows:

(in thousands)

2 unchanged sentences

Total undiscounted sublease payments $ 35,396

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

A summary of total sublease income was as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

Sublease income - base rent $ 1,435 $ 1,240 $ 2,852 $ 2,443

Sublease income - variable 359 347 833 604

Total sublease income (1)

Sublease income (expense) - base rent $ ( 1,169 ) $ 1,314 $ 1,683 $ 3,757

Sublease income (expense) - variable ( 175 ) 343 658 948

Total sublease income (expense) (1)

$ ( 1,344 ) $ 1,657 $ 2,341 $ 4,705

(1) For the three and six months ended June 30, 2025, $ 1.6 million and $ 3.3 million, respectively, was recorded in GeneFab sublease income - related party, and $ 0.2 million and $ 0.4 million, respectively, was recorded in other income, on the condensed consolidated statement of operations.

For the three and six months ended June 30, 2024, all sublease income was recorded in GeneFab sublease income - related party on the condensed consolidated statement of operations.

(1) For the three and nine months ended September 30, 2025, an expense of $ 1.6 million and income of $ 1.7 million, respectively, was recorded in GeneFab sublease income (expense) - related party on the condensed consolidated statement of operations.

For the three and nine months ended September 30, 2025, $ 0.2 million and $ 0.6 million of sublease income, respectively, was recorded in other income on the condensed consolidated statement of operations.

For the three and nine months ended September 30, 2024, all sublease income was recorded in GeneFab sublease income - related party on the condensed consolidated statement of operations.

Stockholders’ Equity

2 unchanged sentences

Common stock is subordinate to the redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company.

Through June 30, 2025, no cash dividends have been declared or paid.

Through September 30, 2025, no cash dividends have been declared or paid.

On July 10, 2024, the Company’s Board of Directors (the “Board”) approved a reverse stock split of the common stock, $ 0.0001 par value, at a ratio of 1-for-10.

6 unchanged sentences

2025 ATM Agreement

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

On March 20, 2025, the Company entered into a Sales Agreement (the “2025 ATM Agreement”) with Leerink Partners LLC (“Leerink Partners”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, up to a maximum aggregate offering price of $ 17.5 million of its common stock through Leerink Partners as its sales agent.

2 unchanged sentences

The Company pays Leerink Partners a commission of equal to 3.0 % of the gross proceeds of any common shares sold, and has agreed to reimburse certain fees and disbursements and provide Leerink Partners with customary indemnification and contribution rights.

For the six months ended June 30, 2025, the Company sold 155,840 shares of common stock under the 2025 ATM Agreement at a weighted average price of $ 3.53 per share, resulting in gross proceeds of $ 0.6 million and net proceeds of zero after sales agent commissions and offering costs.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

For the nine months ended September 30, 2025, the Company sold 244,960 shares of common stock under the 2025 ATM Agreement at a weighted average price of $ 2.82 per share, resulting in gross proceeds of $ 0.7 million and net proceeds of less than $ 0.1 million after sales agent commissions and offering costs.

Common Stock Purchase Agreement

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Prior to termination, the Company issued and sold to Chardan an aggregate of 384,313 shares of common stock under the A&R Purchase Agreement, for aggregate net proceeds of $ 3.0 million.

For the six months ended June 30, 2025 and 2024, no shares were issued under the A&R Purchase Agreement .

For the three and nine months ended September 30, 2025, no shares were issued under the A&R Purchase Agreement.

For the three and nine months ended September 20, 2024, 3,593 shares were issued under the A&R Purchase Agreement.

Private Placement

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A holder of a Warrant may increase or decrease this percentage not in excess of 45 % by providing at least 61 days’ prior notice to the Company.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

On December 9, 2024, the Company closed the initial tranche of the Offering, in which the Company issued 16,713 shares of Series A redeemable convertible preferred stock and Warrants to purchase 25,069,500 shares of common stock for aggregate net proceeds of $ 35.2 million, net of issuance costs of $ 2.4 million.

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Subsequently, on March 10, 2025, we converted the outstanding shares of Series A redeemable convertible preferred stock into 21,157,000 shares of common stock, at the conversion price of $ 2.25 per share, subject to the terms and limitations contained in the Certificate of Designation.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

The Company had no redeemable convertible preferred stock authorized or outstanding as of June 30, 2025.

The Company had no redeemable convertible preferred stock authorized or outstanding as of September 30, 2025.

As of December 31, 2024, the redeemable convertible preferred stock was summarized as follows:

6 unchanged sentences

The Company had reserved shares of its common stock for future issuance as follows:

June 30, December 31,

September 30, December 31,

Stock options issued and outstanding 4,418,890 1,333,030

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On January 1, 2025, the number of shares of common stock reserved for issuance under the 2022 EIP increased by 241,472 shares.

On March 6, 2025, the number of shares of common stock available for issuance under the 2022 EIP increased by an additional 4,300,000 shares upon stockholder approval of the amended and restated 2022 EIP at the Special Meeting.

As of June 30, 2025, the total number of shares of common stock available for issuance under the 2022 Plan is 491,058 .

On March 6, 2025, the number of shares of common stock available for issuance under the 2022

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

EIP increased by an additional 4,300,000 shares upon stockholder approval of the amended and restated 2022 EIP at the Special Meeting.

As of September 30, 2025, the total number of shares of common stock available for issuance under the 2022 Plan is 449,041 .

2022 Inducement Plan (the “2022 IN”)

On March 7, 2025, the Board approved an increase in the total number of shares of common stock available for issuance under the 2022 IN to be 2,500,000 shares.

As of June 30, 2025, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 2,120,234 .

As of September 30, 2025, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 2,122,300 .

2022 Employee Stock Purchase Plan (the “2022 ESPP”)

On January 1, 2025, the number of shares of common stock reserved for issuance under the 2022 ESPP increased by 48,294 shares.

As of June 30, 2025, the total number of shares of common stock available for issuance under the 2022 ESPP is 127,681 .

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

As of September 30, 2025, the total number of shares of common stock available for issuance under the 2022 ESPP is 127,681 .

Stock-based Compensation

Total stock-based compensation was as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

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A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted net loss per share is as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands, except share and per share amounts) 2025 2024 2025 2024

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As the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods presented.

The following potential common stock securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an as-converted basis):

Three Months Ended June 30, Six Months Ended June 30,

The following potential common stock securities were excluded from the

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an as-converted basis):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

Total 39,225,114 3,149,595 39,225,114 3,149,595

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Cash, Cash Equivalents and Restricted Cash

The following table is a reconciliation of the cash, cash equivalents and restricted cash:

June 30, December 31,

September 30, December 31,

(in thousands) 2025 2024

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Total $ 15,783 $ 51,815

(1) As of June 30, 2025 and December 31, 2024, restricted cash balance primarily consisted of a letter of credit for the Alameda facility lease of $ 2.9 million, and a letter of credit for the HQ lease of $ 0.5 million.

(1) As of September 30, 2025 and December 31, 2024, restricted cash balance primarily consisted of a letter of credit for the Alameda facility lease of $ 2.9 million, and a letter of credit for the HQ lease of $ 0.5 million.

The following table is a summary of the Company’s available-for-sale securities:

June 30, 2025

September 30, 2025

(in thousands) Amortized Cost Fair Value

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Total available-for-sale securities $ 14,033

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

December 31, 2024

6 unchanged sentences

Total available-for-sale securities $ 39,407

As of June 30, 2025 and December 31, 2024, all of the Company’s cash equivalents and restricted cash were available-for-sale and no allowance for credit loss was recorded.

As of September 30, 2025 and December 31, 2024, all of the Company’s cash equivalents and restricted cash were available-for-sale and no allowance for credit loss was recorded.

Fair Value Measurements

1 unchanged sentence

There were no transfers between Levels 1, 2, or 3 for any of the periods presented.

June 30, 2025

September 30, 2025

(in thousands) Fair Value Level 1

1 unchanged sentence

Total assets measured at fair value $ 14,033 $ 14,033

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

December 31, 2024

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In determining the fair value of the GeneFab Economic Share, the Company used the option pricing method, which allocates total estimated enterprise value to various classes of equity using the Backsolve method.

As of June 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Economic Share was zero due to the low probability of the events triggering the payment underlying the GeneFab Economic Share.

For the three and six months ended June 30, 2025, there was no change in fair value for the GeneFab Economic Share.

As of September 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Economic Share was zero due to the low probability of the events triggering the payment underlying the GeneFab Economic Share.

For the three and nine months ended September 30, 2025, there was no change in fair value for the GeneFab Economic Share.

Liability Classified as Level 3

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In determining the fair value of the GeneFab Option, the Company used a Black-Scholes option pricing model.

As of June 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option was zero due to the probability that a suitable license agreement, which is a condition of GeneFab obtaining the Option, would not be signed.

For the three and six months ended June 30, 2025, there was no change in fair value for the GeneFab Option.

The Company’s income tax provision was zero for each of the three and six months ended June 30, 2025 and 2024.

As of September 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option was zero due to the probability that a suitable license agreement, which is a condition of GeneFab obtaining the Option, would not be

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

For the three and nine months ended September 30, 2025, there was no change in fair value for the GeneFab Option.

The Company’s income tax provision was zero for each of the three and nine months ended September 30, 2025 and 2024.

While the Company is subject to federal and state income taxes in various jurisdictions, due to cumulative losses the Company’s current income tax liability is zero and deferred tax assets generated from the Company’s net operating losses have been subject to a full valuation allowance, as the Company believes it is not more likely than not that the benefit will be realized due to the Company’s losses generated to date.

On July 4, 2025, the United States government enacted into law the One Big Beautiful Bill Act (the “OBBBA”).

The OBBBA includes a broad range of tax reform provisions affecting businesses, and the Company is currently evaluating the potential impact the OBBBA will have on its results of operations and business.

The OBBBA includes a broad range of tax reform provisions affecting businesses.

Based on the Company’s preliminary assessment, the provisions of the OBBBA are not expected to have a material impact on the Company’s condensed consolidated financial statements.

Related Parties

1 unchanged sentence

New Enterprise Associates, Inc.

(“NEA”) held 14.4 % and 9.2 % shares of the Company’s common stock as of June 30, 2025 and December 31, 2024, respectively.

NEA held one of the seven seats on the Board as of June 30, 2025.

(“NEA”) held 14.4 % and 9.2 % of the outstanding shares of the Company’s common stock as of September 30, 2025 and December 31, 2024, respectively.

NEA held one of the eight seats on the Board as of September 30, 2025.

As part of the private placement in December 2024 ( Note 6 ), NEA is also entitled to designate one additional director to the Board.

Celadon Partners, LLC

Celadon Partners, LLC (“Celadon”) held 37.4 % and no shares of the Company’s common stock as of June 30, 2025 and December 31, 2024, respectively, and is considered a related party to the Company.

Celadon Partners, LLC (“Celadon”) held 37.2 % of the outstanding and no shares of the Company’s common stock as of September 30, 2025 and December 31, 2024, respectively, and is considered a related party to the Company.

Celadon is the parent company of Valere, of which GeneFab is a wholly-owned subsidiary.

Celadon was assigned the GeneFab Option in 2024.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

As part of the private placement in December 2024 ( Note 6 ), Donald Tang, a founder and manager of Celadon, was appointed to the Board.

Celadon also was entitled to designate two additional directors to the Board, which Board seats were filled upon Feng Hsiung and Bryan Baum being appointed to the Board in March 2025 and July 2025, respectively.

As of June 30, 2025, Celadon held two of the seven seats on the Board.

As of the filing date of this Quarterly Report on Form 10-Q (this “Quarterly Report”), Celadon held three of the eight seats on the Board.

Refer to Note 15 .

Subsequent Events for further discussion.

As part of the private placement in December 2024 ( Note 6 ), Donald Tang, a founder and manager of Celadon, was appointed to the Board of the Company.

Celadon also was entitled to designate two additional directors to the Board, which were filled upon Feng Hsiung and Bryan Baum being appointed in March 2025 and July 2025, respectively.

As of September 30, 2025, Celadon held three of the eight seats on the Board.

Bayer Healthcare LLC

Bayer Healthcare LLC (“Bayer”) held 19.9 % and 12.2 % shares of the Company’s common stock as of June 30, 2025 and December 31, 2024, respectively, and is considered a related party to the Company.

Bayer Healthcare LLC (“Bayer”) held 19.9 % and 12.2 % of the outstanding shares of the Company’s common stock as of September 30, 2025 and December 31, 2024, respectively, and is considered a related party to the Company.

Bayer is the parent company of BlueRock Therapeutics LP (“BlueRock”).

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If the Company and BlueRock agree to add new research activities to the research plan, then BlueRock will be obligated to reimburse the Company for the costs and expenses incurred.

As of June 30, 2025, Bayer has not exercised its option for a license.

As of September 30, 2025, Bayer has not exercised its option for a license.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

As a result of the transaction with GeneFab ( Note 3 ), GeneFab supports the Company’s clinical manufacturing of our CAR-NK programs, including SENTI-202.

GeneFab’s Chief Executive Officer, Philip Lee, Ph.D., was the former Co-Founder and Chief Technology Officer of the Company.

The Company determined GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850.

The Company determined GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures (“ASC 850” ) .

The Company recorded the GeneFab Economic Share as an asset, and the GeneFab Option as a liability on the condensed consolidated balance sheets.

2 unchanged sentences

GeneFab Transaction .

The Company and GeneFab entered into a sublease agreement pursuant to which GeneFab subleased the facility included in the Alameda lease and a portion of the Company’s HQ lease.

The Company and GeneFab entered into sublease agreements pursuant to which GeneFab subleased the facility included in the Alameda lease and a portion of the Company’s HQ lease.

GeneFab is currently in default under the GeneFab Sublease and has not indicated when it will pay the Company the full amount of overdue rent payments.

As of September 30, 2025, GeneFab owed the Company $ 4.7 million in past-due sublease rent payments, of which $ 1.0 million was received in October 2025.

Refer to Note 5 .

Operating leases .

Operating Leases for further discussion of the GeneFab sublease collectibility assessment and income reversal recognized during the period.

These sublease arrangements are not expected to represent terms the Company could have obtained from an unrelated third party.

The Company incurred certain costs on behalf of GeneFab under a transition services agreement, and reimbursement of such costs was due from GeneFab.

As of June 30, 2025 and December 31, 2024, the Company recorded $ 0.6 million and $ 0.7 million, respectively, in GeneFab receivable - related party on the condensed consolidated balance sheet.

The Company’s research and development expenses under the services agreement was $ 3.6 million for both the three months ended June 30, 2025 and 2024, and $ 7.7 million and $ 7.3 million, respectively, for the six months ended June 30, 2025 and 2024.

As of September 30, 2025 and December 31, 2024, the Company recorded $ 0.6 million and $ 0.7 million, respectively, in GeneFab receivable - related party on the condensed consolidated balance sheet.

The Company’s research and development expenses under the services agreement was $ 3.4 million and $ 3.8 million, respectively, for the three months ended September 30, 2025 and 2024, and $ 11.1 million for both the nine months ended September 30, 2025 and 2024.

Refer to Note 3 .

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The Company is subject to claims and assessments from time to time in the ordinary course of business but does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Indemnification

7 unchanged sentences

The Company currently has directors’ and officers’ insurance.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Segment Reporting

1 unchanged sentence

The Company’s Chief Operating Decision Maker (the “CODM”), its Chief Executive Officer, manages and allocates resources on a consolidated basis.

As of June 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents were $ 21.6 million and $ 48.3 million, respectively.

As of September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents were $ 12.2 million and $ 48.3 million, respectively.

A summary of the segment loss, including significant expenses, was as noted in the table below.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

12 unchanged sentences

Interest income 166 150 830 718

Sublease income 1,794 1,587 3,685 3,047

Other income, net 1 330 1 2,728

Sublease income (expense) ( 1,344 ) 1,657 2,341 4,705

Other income (expense), net — ( 15,458 ) 1 ( 12,731 )

Net loss $ ( 18,126 ) $ ( 28,866 ) $ ( 46,971 ) $ ( 52,180 )

Subsequent Events

Board Composition

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

On July 18, 2025, the Board approved the appointment of Bryan Baum to the Board pursuant to the terms of a letter agreement dated as of December 2, 2024, by and between the Company and Celadon.

In connection with Mr.

Baum’s appointment, the Board approved an increase in the authorized number of members of the Board from seven to eight members.

Baum was appointed to fill the vacancy created by the foregoing increase in the size of the Board, as a Class II director of the Company, to serve in such capacity until the annual meeting of the Company’s stockholders in 2027 or until his earlier resignation, death, or removal.

Effective July 31, 2025, Ed Mathers, who was previously appointed as a member of the Audit Committee of the Board, tendered his resignation as a member of that committee.

Mathers continues to serve as a member of the Board and as a member of the Nominating and Corporate Governance Committee and the Compensation Committee of the Board.

Effective July 31, 2025, the Board unanimously appointed Bryan Baum to serve as a member of the Audit Committee.

Following this appointment, the Audit Committee is now comprised of Fran Schulz (Chair), Feng Hsiung and Bryan Baum.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements