What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-27 compared with 2025-03-20 · 234 added, 260 removed, 162 unchanged (75% of the section changed)

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The transactions contemplated in the Agreement are collectively referred to as the “Merger”.

You should read the following discussion and analysis of our financial condition and results of operations together with our accompanying consolidated financial statements and the

related notes contained in Part II, Item 8 of this Annual Report on Form 10-K.

You should read the following discussion and analysis of our financial condition and results of operations together with our accompanying consolidated financial statements and the related notes contained in Part II, Item 8 of this Annual Report on Form 10-K.

Unless the context indicates otherwise, references in this Annual Report on Form 10-K to the “Company,” “Senti,” “we,” “us,” “our” and similar terms refer to Senti Biosciences, Inc.

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Our lead product candidates utilize off-the-shelf healthy adult donor derived natural killer (“NK”) cells to create CAR-NK cells outfitted with gene circuit technologies in several oncology indications with high unmet need.

In 2024, we initiated a clinical trial of SENTI-202 for blood cancers and our partner, Celest Therapeutics, (Shanghai) Co.

Ltd., initiated a clinical trial for SENTI-301A/SN301A for solid tumors.

We have incurred net losses of $61.4 million and $52.8 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, we had cash and cash equivalents, of $48.3 million and $35.9 million, respectively, and an accumulated deficit of $297.1 million and $244.3 million, respectively.

Net cash flows used in operating activities were $41.4 million and $52.4 million during the years ended December 31, 2024 and 2023, respectively.

Substantially all of our net losses resulted from costs incurred in connection with our research and development programs, from general and administrative costs associated with our operations , and impairment of the Company’s long-lived assets .

As of December 31, 2025 and 2024, we had cash and cash equivalents, of $16.4 million and

$48.3 million, respectively, and an accumulated deficit of $358.6 million and $297.1 million, respectively.

Net cash flows used in operating activities were $43.4 million and $41.4 million for the years ended December 31, 2025 and 2024, respectively.

Substantially all of our net losses resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

We expect to continue to incur significant losses for the foreseeable future.

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• continue to develop, grow, maintain, enforce and defend our intellectual property portfolio;

• incur additional legal, accounting, or other expenses in operating our business, including the additional costs associated with operating as a public company.

As of March 20, 2025, the issuance date of the consolidated financial statements for the year ended December 31, 2024, the Company concluded that substantial doubt existed about the Company’s ability to continue as a going concern beyond twelve months from the issuance date of the annual consolidated financial statements.

In light of these concerns, our independent registered public accounting firm included in its opinion for the year ended December 31, 2024 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern beyond twelve months from March 20, 2025.

• incur additional legal, accounting, or other expenses in operating our business, including costs associated with operating as a public company.

As of March 27, 2026, the issuance date of the consolidated financial statements for the year ended December 31, 2025, we concluded that substantial doubt continued to exist about our ability to continue as a going concern beyond 12 months from the issuance date of the annual consolidated financial statements.

In light of these concerns, our independent registered public accounting firm included in its opinion for the year ended December 31, 2025 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern beyond 12 months from March 27, 2026.

Recent Developments

On August 7, 2023, we completed a transaction with GeneFab and Valere Bio, GeneFab’s parent company which is wholly owned by Celadon.

GeneFab is a contract manufacturing and synthetic biology biofoundry focused on next-generation cell and gene therapies.

We sold, assigned and transferred rights, title and interest in certain of our assets and contractual rights, including all of our equipment at our facilities in Alameda and certain of our intellectual property related to the schematics for and design of the Alameda facility.

We subleased our recently constructed 92,000 square foot current good manufacturing practice facility in Alameda, California to GeneFab which will support the clinical manufacturing of our CAR-NK programs, including SENTI-202.

The transaction provided us with additional capital in the form of a note receivable and rights to future manufacturing and research activities and reduced longer term operating expenses.

In connection with the transaction, we were entitled to receive total consideration of $37.8 million before the end of 2025, of which $18.9 million was due at closing and was netted against a prepayment owed by us for manufacturing and research activities to GeneFab.

The remaining $18.9 million was waived by the parties as part of an amendment to the Framework Agreement that was entered into in connection with our private placement transaction announced in December 2024, in which Celadon participated.

We also agreed to grant a license to GeneFab under certain of our intellectual property rights to conduct manufacturing services and to research, develop, manufacture and commercialize products pursuant to a license agreement under negotiation.

GeneFab was provided an option, which was subsequently transferred to Celadon, to purchase up to 1,963,344 shares (i.e.

up to $20.0 million worth) of our common stock at an exercise price of $10.18670 (the “GeneFab Option”).

The GeneFab Option becomes exercisable upon the execution of the license agreement, no later than August 7, 2026.

The GeneFab Option may be exercised in installments of common stock equal to no more than 19.9% of our outstanding shares of common stock as of the closing date of the transaction.

As additional consideration for the transaction, we entered into a seller economic share agreement with GeneFab (“GeneFab Economic Share”), pursuant to which we 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.

As the assets and contractual rights transferred to GeneFab were determined to constitute a business as defined in ASC 805, Business Combinations , we accounted for the disposal by applying the derecognition guidance in ASC 810, Consolidations , which requires that a gain or loss be recognized for the difference between the carrying value of the assets sold and the fair value of the consideration received (or receivable).

In connection with the sale, we recognized a gain on disposal in the amount of $21.9 million in net income from discontinued operations during the year ended December 31, 2023, representing the excess of the fair value of the consideration received and receivable (net of the portion allocated to the GeneFab Option) over the carrying value of the assets sold.

The gain on disposal was primarily related to the grant of the non-oncology license to GeneFab which had no carrying value.

In accordance with ASC 205, Presentation of Financial Statements , we determined that the disposal of the non-oncology business, including the equipment and transfer of in-house manufacturing services in the Alameda facility, represented a strategic shift that will have a major effect on our operations and financial results, thus meeting the criteria to be reported as discontinued operations.

We have chosen not to segregate the cash flows of the disposed business in the consolidated statements of cash flows.

Supplemental disclosures related to discontinued operations for the statements of cash flows have been provided in Note 3.

GeneFab Transaction to our consolidated financial statements.

Unless otherwise specified, the results of operations refer to continuing operations only.

In November 2023, the Company entered into a Collaboration and Option Agreement with Celest Therapeutics.

Subject to the terms and conditions of the Agreement, the Company and Celest will enter into a collaboration under which Celest will lead a pilot trial of a candidate product for our SENTI-301A program in mainland China, with certain technical support from the Company.

In addition, the Company agreed to grant an exclusive option to enter a license agreement with Celest to research, develop, manufacture and commercialize SENTI-301A in mainland China, Hong Kong, Macau, and Taiwan.

Outside of these jurisdictions, the Company would retain its rights in the SENTI-301A program.

Pursuant to the Agreement, and beginning with the exercise of the option and entering into a license agreement, the Company may become eligible to receive certain option exercise fee and milestone payments, in an aggregate amount of $156 million, as well as certain tiered royalty payments.

In December 2024, the first patient was dosed into the pilot trial of SN301A.

In January 2024, we announced a strategic plan to streamline business operations and focus our resource allocation to investment on clinical development of SENTI-202, for which an Investigational New Drug (“IND”) application was cleared by the U.S.

Food and Drug Administration (“FDA”) in December 2023, and on the partnership of our SENTI-301A program in China with Celest.

On July 17, 2024, we filed a Certificate of Amendment to Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, pursuant to which the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of our issued and outstanding common stock.

The Reverse Stock Split became effective as of 5:00 p.m.

(Eastern Time) on July 17, 2024, and our common stock began trading on a split- adjusted basis on the Nasdaq Capital Market at the market open on July 18, 2024.

On August 2, 2024, we received notification from Nasdaq that for ten consecutive business days, the closing bid price of the Company’s common stock was at least $1.00 per share, and accordingly, we regained compliance with the Bid Price Rule, and that the matter is now closed.

On August 3, 2024, we 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 us upon achievement of milestones that are primarily based on patient enrollment in our related clinical trial.

On August 15, 2024, in connection with the execution of the CIRM Grant, we received the first payment from CIRM in the amount of $2.4 million.

On November 1, 2024, we received a $2.5 million payment from CIRM in relation to the first milestone which we achieved in August 2024.

Refer to Note 8.

CIRM Grant for additional details regarding the CIRM grant and related milestone payments.

On September 23, 2024, we entered into a sublease agreement with BKPBIOTECH, Inc.

and JLSA2 Therapeutics, Inc.

to sublease a portion of our corporate headquarter premises in South San Francisco.

The sublease commenced on October 7, 2024, the date when the subtenants gained access to the premises, and will expire on April 30, 2027.

Total sublease income to be earned from this operating lease, in aggregate, will be approximately

$1.0 million over the term of the sublease agreement.

Refer to Note 6.

Operating Leases , in the footnotes to the consolidated financial statements included in this Form 10-K for further details of the sublease.

On December 2, 2024, we entered into a securities purchase agreement with certain investors in which the we agreed to sell, in a private placement (the “Offering”), (i) up to 21,157 shares of Series A redeemable convertible preferred stock, par value $0.0001 per share, for an aggregate offering price of $47.6 million and (ii) accompanying warrants to purchase up to 31,735,500 shares of common stock, par value $0.0001 per share.

Each share of Series A redeemable convertible preferred stock will be issued at $2,250.00 per share and, subject to stockholder approval, is convertible into 1,000 shares of Common Stock.

Each Warrant has an exercise price per share of $2.30.

The Warrants are exercisable at any time on or after the Stockholder Approval and on or prior to the five-year anniversary of the original issuance date.

A holder of a Warrant may not exercise the Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of the common stock outstanding immediately after giving effect to such exercise.

A holder of a Warrant may increase or decrease this percentage not in excess of 45.00% by providing at least 61 days’ prior notice to the Company.

The Company intends to use the net proceeds from the Offering for working capital purposes, general corporate purposes, other research and development activities and to advance its SENTI-202 program.

The investors are venture capital and other institutional investment funds.

The investors include entities affiliated with New Enterprise Associates, Inc.

(“NEA”), which is associated with a member of our Board of Directors and is a holder of more than 5% of our outstanding capital stock, as well as entities affiliated with Bayer Healthcare, LLC, which is also holder of more than 5% of our outstanding capital stock, and Celadon Partners, the parent company of GeneFab, a related party of ours.

On December 9, 2024, we closed the initial tranche of 16,713 shares of Series A redeemable convertible preferred stock and Warrants to purchase 25,069,500 shares of common stock.

The gross proceeds of the initial issuance of Series A redeemable convertible preferred stock and Warrants totaled approximately $37.6 million, before deducting fees to be paid to the placement agent of the Company and other offering expenses payable by the Company.

The fees to be paid to the placement agent were $1.5 million.

Additionally, pursuant to the terms of the Securities Purchase Agreement, a certain investor has the option to purchase up to an additional 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock at a subsequent closing (the “Preferred Stock Tranche Liability”), for gross proceeds of up to $10.0 million.

On December 31, 2024, we closed the Preferred Stock Tranche Liability of 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock for gross proceeds of $10.0 million.

The Company intends to use the net proceeds from the Offering for working capital purposes, general corporate purposes, other research and development activities and to advance its SENTI-202 program.

On March 10, 2025, we converted the outstanding shares of Series A redeemable convertible preferred stock into such number of shares of common stock, at the conversion price of $2.25 per share (the “Conversion Price”), subject to the terms and limitations contained in the Certificate of Designation.

On March 17, 2025, the Company provided notice to Chardan that it was terminating the A&R Purchase Agreement.

Board Composition

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 us 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.

Audit Committee Appointment

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.

GeneFab Sublease Default

Our 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”).

On August 27, 2023, we entered into a sublease with GeneFab to sublease the facility included in the Alameda lease, expiring in September 2032 (the “Alameda Sublease”).

On June 12, 2024, we entered into a sublease with GeneFab for a portion of the Company’s HQ lease (the “GeneFab HQ Sublease”).

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

As of December 31, 2025, GeneFab was in default under the Alameda Sublease and GeneFab HQ Sublease (“Sublease Default”).

Alameda Lease Default

In September 2025, the Company received a notice of default from the landlord of the Alameda lease, and the Company was in default (the “Default”) for nonpayment of rent in the amount of approximately $0.4 million.

As of December 31, 2025, the nonpayment of rent for the Alameda lease was $1.7 million.

As of December 31, 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.

Lease Amendment and Cure of Default

On March 17, 2026, we entered into a First Amendment to Lease (the “Lease Amendment”) for the Alameda Facility with landlord, pursuant to which the Default was cured.

Pursuant to the Lease Amendment, we reduced the leased premises from approximately 92,000 rentable square feet to approximately 46,000 rentable square feet.

The Lease Amendment also reduces our future base rent obligations for the remaining term of the lease and modifies certain cost-sharing arrangements with respect to operating expenses, taxes, and utilities.

In connection with the Lease Amendment, the Landlord is entitled to draw $2.0 million under our existing letter of credit, and the required letter of credit for the remainder of the lease term was reduced to approximately $0.8 million.

Sublease Amendments and cure of Sublease Default

On March 9, 2026, we signed an agreement to accelerate the end of the HQ sublease (“HQ Sublease Amendment”), effective March 31, 2026.

As part of this agreement, GeneFab paid all past rent due to us for the HQ sublease.

Additionally, in connection with the Lease Amendment, on March 17, 2026, we entered into a First Amendment to Sublease (the “Alameda Sublease Amendment”) related to the Alameda Facility with GeneFab and the landlord, pursuant to which GeneFab paid cash for certain outstanding, overdue rent amounts and agreed to provide prepaid manufacturing credits to Senti for the remaining outstanding, overdue rent payments.

Pursuant to the Alameda Sublease Amendment, the subleased premises were reduced to approximately 46,000 rentable square feet.

The Alameda Sublease Amendment revised the base rent, operating expenses, taxes and utilities owed by GeneFab under the Alameda Sublease Amendment to equal the amounts owed by us under the Lease Amendment.

In addition, GeneFab agreed to pay a $1.0 million Reduction Fee (the “Reduction Fee”) to the Landlord pursuant to the terms and conditions of the Consent Amendment.

Pursuant to the HQ Sublease Amendment and the Alameda Sublease Amendment, the GeneFab Sublease Default was cured.

Landlord Consent Amendment

In connection with the Lease Amendment and Alameda Sublease Amendment, on March 17, 2026, we entered into a First Amendment to Landlord’s Consent to Sublease (the “Consent Amendment”).

Pursuant to the Consent Amendment, the Landlord consented to the Sublease Amendment in exchange for payment of the Reduction Fee by us or GeneFab.

GeneFab Letter Agreement

In connection with the Lease Amendment, Alameda Sublease Amendment and Consent Amendment, on March 17, 2026, we entered into the GeneFab Letter Agreement (the “GeneFab Letter Agreement”).

The GeneFab Letter Agreement provides back rent payment of $1.4 million that may be satisfied, in whole or in part, through a cash prepayment credit to be applied toward work or services to be performed by GeneFab for us under the 2024 Amended and Restated DMSA, and that we may access such prepayment credit immediately and any unused portion of such amount must be paid in immediately available funds by GeneFab to us by September 1, 2026.

The GeneFab Letter Agreement further provides that we may access $2.0 million as a prepayment credit to be applied toward work or services to be performed by GeneFab for us under the 2024 Amended and Restated DMSA beginning September 1, 2026.

This prepayment credit represents a portion of the agreed-upon settlement of past-due sublease rent.

GeneFab’s failure to perform its obligations with respect to the outstanding rent or the $2.0 million amount constitutes an immediate event of default under the Amended Sublease.

The GeneFab Letter Agreement terminates automatically once the applicable prepayment credits have been fully applied.

Components of Results of Operations

Total Revenue

We currently have no therapeutic products approved for sale, and we have never generated any revenue from the sale of any therapeutic products.

Total revenue consists of contract revenue related to research services provided to customers and grant income which is research funding received from grants.

Our ability to generate product revenues will depend on our partners’ ability to replicate our results and the successful development and eventual commercialization of our product candidates, which we do not expect for the foreseeable future, if ever.

We may also look to generate revenue from collaboration and license agreements in the future.

Collaboration Revenue - Related Party

We currently have no products approved for sale, and we have never generated any revenue from the sale of any products.

For the year ended December 31, 2025, collaboration revenue related to an option exercise period extension fee under our Collaboration and Option Agreement (“BlueRock Agreement”) with BlueRock Therapeutics LP (“BlueRock”) and was recognized ratably over the extension period.

BlueRock is a related party to us.

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 12 — Related Parties” in this Annual Report for details.

Operating Expenses

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Research and Development Expenses

Research and development costs consist primarily of costs incurred for the discovery, preclinical and clinical development of our product candidates, which include:

Research and development costs consist primarily of costs incurred for the discovery, and preclinical and clinical development of our product candidates, which include:

• employee-related expenses, including salaries, related benefits, and stock-based compensation expenses for employees engaged in research and development functions;

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• the cost of consultants engaged in research and development, regulatory, and clinical related services

• the cost to develop our manufacturing process and manufacturing product candidates for use in our research, preclinical studies and clinical trials, including under agreements with third parties, such as consultants, contractors and CMOs;

• facilities, depreciation and other expenses, which include allocated expenses for rent and maintenance of facilities, insurance and supplies;

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We have not historically tracked research and development expenses by program, with the exception of third-party research projects.

Our internal resources, employees and infrastructure are not directly tied to any one research or product candidate project and are typically deployed across multiple projects.

Our internal resources, employees and infrastructure are not directly tied to any one research project or product candidate and are typically deployed across multiple projects.

As such, we do not maintain information regarding these costs incurred for these early-stage research and product candidate discovery programs on a project-specific basis.

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We do not allocate internal research and development costs which include personnel, facility costs, laboratory consumables and discovery and research related activities associated with our pipeline because these costs are deployed across multiple programs and our platform, and, as such, are not separately classified.

Our research and development expenses related to the assets sold to GeneFab are included in discontinued operations.

Research and development expenses from our continuing operations consisted of the following (in thousands):

Research and development expenses consisted of the following:

Year Ended December 31,

(in thousands) 2025 2024

External services and supplies $ 23,836 $ 20,795

Personnel-related expenses, including share-based compensation expense 7,694 10,508

Personnel-related expenses, including stock-based compensation 8,214 7,694

Facilities and other 5,536 5,867

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In addition, future regulatory factors beyond our control may impact our preclinical development programs.

Product candidates in clinical development generally have higher development costs than those in

preclinical stages of development, primarily due to the increased size and duration of clinical trials.

Product candidates in clinical development generally have higher development costs than those in preclinical stages of development, primarily due to the increased size and duration of clinical trials.

At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical development of any of our product candidates.

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Other significant costs include legal fees relating to corporate matters, professional fees for accounting and consulting services, insurance and an allocation of facility-related costs.

Our general and administrative costs related to the assets sold to GeneFab are included in discontinued operations.

General and administrative expenses from our continuing operations consisted of the following (in thousands):

Personnel-related expenses, including share-based compensation expense $ 8,379 $ 23,117

External services and supplies 7,624 6,930

General and administrative expenses consisted of the following:

Year Ended December 31,

(in thousands) 2025 2024

Personnel-related expenses, including stock-based compensation $ 11,513 $ 8,379

Facilities and other 6,452 7,507

External services and supplies 5,463 7,624

Depreciation and amortization 2,735 2,860

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Impairment of Long-lived assets

Impairment of long-lived assets mainly relates to the impairment of our leasehold improvements for the Alameda facility subleased to GeneFab as a result of our asset group reassessment which triggered a need to perform an impairment analysis following the closing of the GeneFab transaction in August 2023, as well as impairment of lease right-of-use assets as a result of subleasing a portion of our headquarter premises.

For the years ended December 31, 2024 and 2023, impairment of long-lived assets was $0.3 million and $26.0 million, respectively.

Other Income (Expense)

Interest Income, net

Interest income, net consists of interest earned on our cash and cash equivalents, restricted cash and short-term investments, if any, held during the year, net of interest expense.

Change in Fair Value of Preferred Stock Tranche Liability - related party

The change in fair value of Preferred Stock Tranche Liability consists of the remeasurement to fair value at each reporting period of the additional closing option given to a certain investor as part of the private placement in December 2024, for which we have determined to be a liability and thus recorded at fair value.

Refer to Note 4.

Fair Value Measurements , in the footnotes to the consolidated financial statements included in this Form 10-K related to the valuation methodology and assumptions used.

Change in Fair Value of GeneFab Note Receivable - related party

The change in fair value of GeneFab Note Receivable consists of the remeasurement to fair value at each reporting period of the deferred consideration due from GeneFab for which we have elected the fair value option.

Refer to Note 4.

Fair Value Measurements , in the footnotes to the consolidated financial statements included in this Form 10-K related to the valuation methodology and assumptions used.

In December 2024, the receivable was waived by the parties in an amendment to the Framework Agreement in connection with Celadon’s investment in the PIPE.

Change in Fair Value of GeneFab Economic Share - related party

The change in fair value of GeneFab Economic Share is a result of the change in the equity value of GeneFab and the volatility at each reporting period.

Refer to Note 4.

Fair Value Measuremen ts, in the footnotes to the consolidated financial statements included in this Form 10-K related to the valuation methodology and assumptions used.

For the year ended December 31, 2025, impairment of long-lived assets of $5.1 million relates to the impairment of the asset group associated with the Alameda Sublease.

For the year ended December 31, 2024, impairment of long-lived assets of $0.3 million relates to the impairment of asset group associated with the GeneFab HQ Sublease.

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 5 — Operating Leases” in this Annual Report for details.

Other Income (expense), net

Interest Income

Interest income consists of interest earned on our cash and cash equivalents, and restricted cash held during the year.

GeneFab sublease Income - related party

GeneFab sublease income - related party represents income from our sublease agreements with GeneFab.

Amounts are recorded based on our determination of collectability, and the sublease income amounts were deemed probable as of December 31, 2025.

Other income, net - related party

Other income, net - related party primarily consists of late fees and interest charges assessed to GeneFab in connection with its failure to make timely payments under the GeneFab Sublease.

Other income, net

Other income, net primarily consists of income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics, partially offset by miscellaneous tax and other expense items.

Change in Fair Value of GeneFab Option - related party

The change in fair value of the GeneFab Option consists of the remeasurement to fair value of the derivative liability related to the option provided to GeneFab to acquire up to $20.0 million in shares of our common stock at a purchase price of $10.18670 per share.

Refer to Note 4.

Fair Value Measurements , in the footnotes to the

consolidated financial statements included in this Form 10-K related to the valuation methodology and assumptions used.

GeneFab sublease Income - related party

Sublease Income is primarily comprised of income from our sublease agreements with GeneFab.

Net Income (Loss) from Discontinued Operations

Net income (loss) from discontinued operations includes the results of our manufacturing and research activities related to the Alameda facility through the disposition date of August 7, 2023.

Net income (loss) from discontinued operations is summarized below (in thousands):

Operating expenses:

Research and development $ — $ 10,003

General and administrative — (496)

Total operating expenses — 9,507

Loss from discontinued operations — (9,507)

Other income (expense) — (6)

Gain on disposal of business — 21,861

Net income (loss) from discontinued operations $ — $ 12,348

The GeneFab Option is exercisable no later than August 7, 2026.

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

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 3 — GeneFab Transaction” in this Annual Report for details.

Change in Fair Value of Preferred Stock Tranche Liability - related party

The change in fair value of the Preferred Stock Tranche Liability consists of the remeasurement to fair value at each reporting period of the additional closing option given to a certain investor as part of the private placement in December 2024, for which we had determined to be a liability and thus recorded at fair value.

As a result, the Preferred Stock Tranche Liability was no longer subject to fair value measurement for the year ended December 31, 2025.

Change in Fair Value of GeneFab Economic Share - related party

The change in fair value of the GeneFab Economic Share is a result of the change in the equity value of GeneFab and the volatility at each reporting period.

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

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 3 — GeneFab Transaction” in this Annual Report for details.

Change in Fair Value of GeneFab Note Receivable - related party

The change in fair value of the GeneFab Note Receivable consists of the remeasurement to fair value at each reporting period of the deferred consideration due from GeneFab for which we elected the fair value option.

As of December 31, 2024, the GeneFab Note Receivable was waived and we no longer remeasure its fair value.

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 3 — GeneFab Transaction” in this Annual Report for details.

Results of Operations

Comparison of the Years Ended December 31, 2025 and 2024

The following table summarizes our results of operations for the years ended December 31, 2024 and 2023 (in thousands):

2024 2023 Change

Contract revenue $ — $ 1,978 $ (1,978)

Grant income — 583 (583)

Total revenue — 2,561 (2,561)

The following table summarizes our results of operations for the years ended December 31, 2025 and 2024:

Years Ended December 31,

(in thousands) 2025 2024 Change

Collaboration revenue - related party $ 22 $ — $ 22

Operating expenses:

Research and development (included related party cost of $14,266 and $3,113, respectively) 34,356 32,150 2,206

Research and development (including related party costs of $12,909 and $14,266 for the year ended December 31, 2025 and 2024, respectively)

37,586 34,356 3,230

General and administrative 26,163 26,370 (207)

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Other income (expense):

Interest income, net 948 2,864 (1,916)

Interest income 927 948 (21)

GeneFab sublease income - related party 5,423 6,449 (1,026)

Other income, net - related party 160 — 160

Other income, net 831 153 678

Change in fair value of GeneFab Option - related party — 6,331 (6,331)

Change in fair value of contingent earnout liability — 20 (20)

Change in fair value of Preferred Stock Tranche Liability - related party — 13,404 (13,404)

13,404 — 13,404

Change in fair value of GeneFab Note Receivable - related party (17,240) 626 (17,866)

Change in fair value of GeneFab Economic Share - related party — (1,816) 1,816

Change in fair value of GeneFab Option - related party 6,331 3,318 3,013

GeneFab sublease income - related party 6,449 2,323 4,126

Other income (expense) 153 (33) 186

Total other income (expense), net 8,249 9,321 (1,072)

Net loss from continuing operations (52,790) (83,406) 30,616

Net income from discontinued operations $ — $ 12,348 $ (12,348)

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

Total other income, net 7,341 8,249 (908)

Net loss $ (61,438) $ (52,790) $ (8,648)

Contract revenue .

For the year ended December 31, 2024, we generated no revenue from contracts and license agreements and $2.0 million for the year ended December 31, 2023.

The decrease of $2.0 million was primarily due to no services provided under the Spark collaboration agreement in the current year.

Grant income .

For the years ended December 31, 2024 and 2023, we generated no revenue and $0.6 million from grants, respectively.

The decrease of $0.6 million was primarily due to the recognition of revenue related to the SBIR SENTI-202 grant funding which was completed in 2023.

Collaboration revenue - related party.

For the year ended December 31, 2025, collaboration revenue related to an option exercise period extension fee under the BlueRock Agreement with a related party and was recognized ratably over the extension period.

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 12 — Related Parties” in this Annual Report for details.

Research and development expenses .

Research and development expenses were $34.4 million and $32.2 million for the years ended December 31, 2024 and 2023, respectively.

The increase of $2.2 million was primarily due to an increase of $7.5 million in external services and supplies offset by a $2.8 million decrease in personnel-related expenses and a $2.5 million decrease in facilities and other expense.

The increase of $3.2 million was primarily due to an increase of $0.5 million in personnel-related expenses and an increase of $3.0 million in external services and supplies, offset by a decrease of $0.3 million in facilities and other expense.

General and administrative expenses .

General and administrative expenses were $26.4 million and $37.2 million for the years ended December 31, 2024 and 2023, respectively.

The decrease of $10.8 million was primarily due to a decrease of $14.7 million in personnel-related expenses, which includes a $8.6 million decrease in stock-based compensation expense, partially offset by an increase of $2.7 million in facilities and other expense and an increase of $0.6 million in depreciation and amortization expenses.

The decrease of $0.2 million was primarily due to a decrease of $2.2 million external services and supplies, a decrease of $1.1 million in facilities and other, and a decrease of $0.1 million in depreciation and amortization expenses, offset by an increase of $3.1 million in personnel-related expenses.

Impairment of Long-lived assets.

Impairment of long-lived assets were $0.3 million and $26.0 million for the years ended December 31, 2024 and 2023, respectively.

The decrease of $25.6 million was mainly due to the impairment of our leasehold improvements in 2023 related to the Alameda facility subleased to GeneFab as a result of our asset group reassessment which triggered a need to perform an impairment analysis following the closing of the GeneFab transaction.

Interest Income, net.

Interest income was $0.9 million and $2.9 million for the years ended December 31, 2024 and 2023, respectively.

The decrease of $1.9 million was due to higher average cash balances as well as short-term investments during the majority of 2023 compared to no investments in 2024.

For the year ended December 31, 2025 and 2024, impairment of long-lived assets was $5.1 million and $0.3 million, respectively.

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 5 — Operating Leases” in this Annual Report for details.

Interest income.

The decrease of less than $0.1 million was due to average cash balances movement.

GeneFab sublease income - related party.

The decrease of $1.0 million was primarily due to our assessment of collectability and the impact of the lease and sublease amendments described in Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 15 — Subsequent Event” in this Annual Report.

Other income, net - related party.

The increase in other income - related party of $0.2 million was due to late fees and interest charges assessed to GeneFab in connection with its failure to make timely payments under the GeneFab Sublease.

Other income, net.

The increase in other income of $0.7 million was primarily due to income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics which commenced in October 2024.

Change in fair value of GeneFab Option - related party.

As of December 31, 2025 and 2024, we 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.

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 5 — Operating Leases” in this Annual Report for details.

Change in fair value of contingent earnout liability .

For the years ended December 31, 2024 and 2023, we recognized a non-cash gain of zero and a non-cash gain of $0.2 million, respectively, primarily due to the decrease in the fair value of our common stock.

We no longer have contingent earnout liability as of December 31, 2025.

Change in fair value of Preferred Stock Tranche liability .

For the year ended December 31, 2024 the change in fair value of the Preferred Stock Tranche liability was $13.4 million primarily due to the option for a certain shareholder to purchase additional shares at a later date in connection with the private placement of convertible preferred stock.

The gain was a result of the remeasurement of the option before the option was exercised.

Change in fair value of GeneFab Note Receivable - related party.

For the years ended December 31, 2024 and 2023, the change in fair value of GeneFab Note Receivable was a loss of $17.2 million and a gain of $0.6 million, respectively.

The decrease of $17.9 million was primarily due to the probability that a suitable license agreement, which was a condition of the Company realizing the GeneFab Note Receivable, would not be signed.

Additionally, in December 2024, the receivable was waived by the parties in an amendment to the Framework Agreement in connection with Celadon’s investment in the PIPE.

For the year ended December 31, 2024, the change in fair value of the Preferred Stock Tranche liability was $13.4 million due to the option for a certain shareholder to purchase additional shares at a later date in connection with the private placement of convertible preferred stock.

The gain was a result of the remeasurement of the option before the option was exercised on December 31, 2024.

As a result, the Preferred Stock Tranche Liability was no longer subject to fair value measurement for the year ended December 31, 2025.

Change in fair value of GeneFab Economic Share - related party.

For the years ended December 31, 2024 and 2023, the change in fair value of GeneFab Economic Share was a loss of $1.8 million and a nominal gain, respectively.

The decrease of $1.8 million was primarily due to the low probability of the events triggering the payment underlying the GeneFab Economic Share.

Change in fair value of GeneFab Option - related party.

For the years ended December 31, 2024 and 2023, the change in fair value of GeneFab Option was a gain of $6.3 million and $3.3 million, respectively.

The increase of $3.0 million was primarily due to the low probability that a suitable license agreement, which is a condition for the Option to be exercised , would be signed.

GeneFab sublease income - related party.

For the years ended December 31, 2024 and 2023, sublease income was $6.4 million and $2.3 million, respectively.

The increase of $4.1 million related to a full year of the sublease to GeneFab for the Alameda facility as well as a portion of our corporate headquarters leased to GeneFab.

Net income (loss) from discontinued operations.

There was no net income from discontinued operations for the year ended December 31, 2024, compared to net income from discontinued operations of $12.3 million for the year ended December 31, 2023.

The decrease was due to there being no discontinued operations in 2024.

As of December 31, 2025 and 2024, we 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.

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 5 — Operating Leases” in this Annual Report for details.

Change in fair value of GeneFab Note Receivable - related party.

As of December 31, 2024, the GeneFab Note Receivable was waived and we no longer remeasure the fair value.

Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 5 — Operating Leases” in this Annual Report for details.

Liquidity and Capital Resources

Sources of Liquidity

From inception to December 31, 2024, we raised aggregate gross proceeds of $354.3 million from the Merger and the December 2024 private placement (“PIPE Financing”), the issuance of shares of our common stock, the

issuance of shares of our redeemable convertible preferred stock, the issuance of convertible notes, and to a lesser extent, through collaboration agreements and governmental grants.

On August 31, 2022, we entered into the Purchase Agreement with Chardan, which was amended and restated on July 16, 2024 (the “A&R Purchase Agreement”).

We sent a termination notice pursuant to the A&R Purchase Agreement on March 17, 2025.

Pursuant to the A&R Purchase Agreement, we had the right, in our sole discretion, to sell to Chardan up to the lesser of:

(i) $50.0 million of shares of our common stock;

and (ii) 872,704 shares of common stock at 97% of the volume weighted average price (“VWAP”) of the common stock calculated in accordance with the Purchase Agreement, over a period of 36 months subject to certain limitations and conditions contained in the Purchase Agreement.

Sales and timing of any sales of common stock were solely at our election, and we were under no obligation to sell any securities to Chardan under the Purchase Agreement.

As consideration for Chardan’s commitment to purchase shares of our common stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, we issued 10,000 shares of our common stock to Chardan and paid a $0.4 million document preparation fee.

We have issued 384,313 shares of common stock through December 31, 2024, for aggregate net proceeds of $3.0 million under the Common Stock Purchase Agreement.

On March 17, 2025, the Company provided notice to Chardan that it was terminating the A&R Purchase Agreement.

We do not have any products approved for sale and have not generated any revenue from product sales or otherwise.

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Adequate funding may not be available to us on acceptable terms, if at all.

Should we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back, or discontinue the development and commercialization of our product candidates or delay our efforts to expand our product pipeline.

Should we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back, or discontinue the development and commercialization of

our product candidates or delay our efforts to expand our product pipeline.

As substantial doubt exists about our ability to continue as a going concern, we may also be required to sell or license to other parties’ rights to develop or commercialize our product candidates that we would prefer to retain.

The transaction with GeneFab, as described in “Recent Developments” above, provided us with additional capital in the form of a note receivable and rights to future manufacturing and research activities and reduced longer term operating expenses.

The total consideration in connection with the transaction was $37.8 million of which $18.9 million was due at closing and was netted against a prepayment owed by us for manufacturing and research activities to GeneFab.

The remaining consideration of $18.9 million was to be received in installments during 2024 and 2025, subject to satisfaction of certain conditions.

We elected to account for the GeneFab Note Receivable under the fair value option and recorded the GeneFab Note Receivable at its fair value of $16.6 million at the closing date of the transaction.

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

Refer to Note 4.

Fair Value Measurements , in the footnotes to consolidated financial statements included in this Form 10-K elsewhere for further details.

In December 2024, the remaining consideration of $18.9 million was waived in connection with the private placement of preferred stock described in “Recent Developments.”

The agreement with CIRM, as described in “Recent Developments” above is expected to provide us in total a grant of $8.0 million, subject to achievement of certain operational milestones.

The CIRM Grant will help support the ongoing clinical development of SENTI-202.

Refer to Note 8 .

CIRM Grant , in the footnotes to consolidated financial statements included in this Form 10-K elsewhere for further details of the CIRM agreement.

From inception to December 31, 2025, we raised aggregate gross proceeds of $368.6 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.

On August 31, 2022, we entered into an Amended & Restated Purchase Agreement with Chardan (the “A&R Purchase Agreement”).

Pursuant to the A&R Purchase Agreement, we had the right, in our sole discretion, to sell to Chardan up to the lesser of:

(i) $50.0 million of shares of our common stock;

and (ii) 872,704 shares of common stock at 97% of the volume weighted average price (“VWAP”) of the common stock calculated in accordance with the A&R Purchase Agreement, over a period of 36 months subject to certain limitations and conditions contained in the A&R Purchase Agreement.

Sales and timing of any sales of common stock were solely at our election, and we were under no obligation to sell any securities to Chardan under the A&R Purchase Agreement.

As consideration for Chardan’s commitment to purchase shares of our common stock at our direction upon the terms and subject to the conditions set forth in the A&R Purchase Agreement, upon execution of the A&R Purchase Agreement, we issued 10,000 shares of our common stock to Chardan and paid a $0.4 million document preparation fee.

On March 17, 2025, we terminated the A&R Purchase Agreement.

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

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

Under 2025 ATM Agreement, we are not obligated to sell any shares, and either party may suspend or terminate the offering of common stock upon notice to the other party and subject to certain conditions.

Leerink Partners will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market, to sell shares from time to time based upon our instructions, including any price, time or size limits specified by us.

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

For the year ended December 31, 2025, we sold 4,833,477 shares of common stock under the 2025 ATM Agreement at a weighted average price of $2.38 per share, resulting in gross proceeds of $11.5 million and net proceeds of $10.6 million after sales agent commissions and offering costs.

The agreement with CIRM, as described in Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 4 — Other Financial Statement information ” in this Annual Report is expected to provide us in total a grant of $8.0 million, subject to achievement of certain operational milestones.

We received an aggregate of $8.0 million and $4.9 million from the CIRM Grant as of December 31, 2025 and 2024, respectively.

The CIRM Grant supports the ongoing clinical development of SENTI-202.

In December 2024, we issued 21,157 shares of Series A redeemable convertible preferred stock and accompanying warrants to purchase up to 31,735,500 shares of common stock for an aggregate offering price of $47.6 million.

The following table sets forth a summary of our cash flows from continuing and discontinued operations for each of the periods indicated (in thousands):

Net cash used in operating activities

$ (41,397) $ (52,395)

Net cash from investing activities 34 30,077

Net cash from financing activities 53,730 779

Net change in cash and cash equivalents $ 12,367 $ (21,539)

On March 10, 2025, we converted the outstanding shares of Series A redeemable convertible preferred stock into an aggregate of 21,157,000 shares of common stock, at the conversion price of $2.25 per share.

We derived the following summary of our condensed consolidated cash flows for the periods indicated from Part I, Item 1, “Financial Information—Condensed Consolidated Financial Statements (Unaudited)” in this Annual Report:

Years Ended December 31,

(in thousands) 2025 2024

Net cash provided by (used in):

Operating activities $ (43,444) $ (41,397)

Investing activities (184) 34

Financing activities 11,761 53,730

Net change in cash, cash equivalents and restricted cash $ (31,867) $ 12,367

Operating Activities

For the year ended December 31, 2025, net cash used in operating activities of $43.4 million was primarily due to our loss of $61.4 million with non-cash expense adjustments of $5.7 million for stock-based compensation expense, $3.6 million for depreciation, and $5.1 million for impairment of long-lived assets.

Other material changes included a $3.0 million decrease in GeneFab prepaid expenses - related party, a $2.3 million decrease in operating lease right-of-use assets, and a $4.6 million decrease in operating lease liabilities.

For the year ended December 31, 2024, net cash used in operating activities of $41.4 million was primarily due to our loss of $52.8 million with non-cash expense adjustments of $1.8 million for stock-based compensation expense, $5.9 million for depreciation and amortization of operating lease right-of-use-assets, a $6.3 million gain from change in fair value of the GeneFab Option, and a $13.4 million change in fair value of the Preferred Stock Tranche liability, offset by non-cash expense adjustment of $17.2 million for the change in fair value of the GeneFab Note Receivable.

Other material changes were comprised of a $4.0 million decrease in operating lease liabilities and a $8.1 million increase in related party prepaid expenses.

For the year ended December 31, 2023, net cash used in operating activities of $52.4 million was primarily due to our loss of $71.1 million with non-cash adjustments of $26.0 million f or impairment of long-lived assets, $9.7 million for stock-based compensation expense, and $5.4 million for depreciation and amortization of operating lease right-of-use-assets;

offset by non-cash gains of $21.9 million gain on disposal of business to GeneFab, $3.3 million gain from change in fair value of the GeneFab Option, $1.1 million for accretion of discount on short-term investments, $0.6 million gain for the change in fair value of the GeneFab receivable, and $0.2 million gain for the change in fair value of contingent earnout liability.

Other material changes comprised of $4.8 million decrease in prepaid expenses and other current assets, $0.7 million increase in sublease deferred income, $0.5 million increase in operating lease liabilities, a $0.4 million increase in accounts payable and accrued expenses and other liabilities, a $0.9 million increase in accounts receivable, and a $0.8 million decrease in deferred revenue.

Investing Activities

For the year ended December 31, 2025, net cash used in investing activities of $0.2 million was primarily due to purchases of property and equipment.

For the year ended December 31, 2024, net cash provided by investing activities was nominal from proceeds from the sale of property, plant and equipment which were offset by an immaterial amount of capital expenditures.

For the year ended December 31, 2023, net cash used in investing activities of $30.1 million was due to $18.0 million in purchases of short-term investments and $12.0 million in purchases of property and equipment.

Financing Activities

For the year ended December 31, 2024, net cash provided by financing activities of $53.7 million was primarily due to $47.3 million from proceeds of private placement offering net of issuance costs and $4.9 million from proceeds from the CIRM grant.

For the year ended December 31, 2023, net cash provided by financing activities of $0.8 million was primarily due to $0.5 million from issuance of common stock under Common Stock Purchase Agreement and $0.4 million from the issuance of common stock under Employee Stock Purchase Plan (ESPP).

For the year ended December 31, 2025, net cash provided by financing activities of $11.8 million was primarily due to net proceeds of $11.2 million from the issuance of common stock related to the ATM Agreement, and $3.1 million received under the CIRM Grant, offset by the payment of issuance costs of $2.5 million

For the year ended December 31, 2024, net cash provided by financing activities of $53.7 million was primarily due to net proceeds of $47.3 million of a private placement offering and $4.9 million in proceeds from the CIRM Grant.

Funding Requirements

Based upon our current operating plans, we believe that our existing cash and cash equivalents will not be sufficient to fund our operations beyond the next twelve months from the issuance date of this Annual Report.

We anticipate that we will continue to seek additional funding, though the precise timing of such may prove uncertain.

Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.

Our assumptions may prove to be inaccurate, and we could deplete our capital resources sooner than we expect.

Additionally, the process of testing and manufacturing product candidates in preclinical studies and clinical trials is costly and the timing and expenses in these trials are uncertain.

Based upon our current operating plans, substantial doubt exists about whether our existing cash and cash equivalents will be sufficient to fund our operations, including clinical trial expenses and business operating expenses requirements, beyond twelve months from the date of this Annual Report.

We anticipate that we will continue to seek additional funding, though the precise timing of such may prove uncertain.

Our assumptions may prove to be inaccurate, and we could deplete our capital resources sooner than we expect.

Additionally, the process of testing and manufacturing product candidates in preclinical studies and clinical trials is costly and the timing and expenses in these trials are uncertain.

We concluded that substantial doubt about our ability to continue as a going concern continues to exist and that our cash and cash equivalents of $16.4 million as of December 31, 2025 , are not sufficient for us to continue as a

going concern for at least one year from the issuance date of the condensed consolidated financial statements.

Based on the Company’s current operating plan and existing unrestricted cash and cash equivalents, the Company has determined that it may not be able to maintain current operations starting as early as the second quarter of 2026.

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

Our continued existence is dependent upon management’s ability to raise capital, collect amounts owed to us under existing agreements and ultimately develop profitable operations.

While management is devoting substantially all of its efforts to developing our business, raising capital and collecting amounts owed to us under existing agreements, there can be no assurance that our efforts will be successful.

Moreover, no assurance can be given that management’s actions will result in raising additional financing or profitable operations.

Our future capital requirements will depend on many factors, including:

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• the costs, timing and outcome of regulatory review of our product candidates;

• our ability to collect amounts owed to us by our sublessee, GeneFab;

• the scope and costs of any commercial manufacturing activities;

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Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S.

generally accepted accounting principles, or GAAP.

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements and accompanying notes.

On an ongoing basis, we evaluate

our estimates and judgments.

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

accompanying notes.

On an ongoing basis, we evaluate our estimates and judgments.

We base our estimates and assumptions on historical experience, known trends and events, and various other factors that are believed to be reasonable and appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

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GAAP that require us to make subjective estimates and judgments about matters that are inherently uncertain and are likely to have a material impact on our financial condition and results of operations, as well as the specific manner in which we apply those principles.

GeneFab Note Receivable

We elected to account for the GeneFab Note Receivable from GeneFab under the fair value option in ASC 825, Financial Instruments (“ASC 825” ) .

The GeneFab Note Receivable was recorded at its fair value on issuance and subsequently remeasured each reporting period with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss until settlement.

We estimated the fair value by discounting future payments under multiple probability-weighted scenarios using GeneFab’s cost of borrowing based on published CCC-rated corporate bond yields.

In December 2024, the receivable was waived by the parties in an amendment to the Framework Agreement in connection with Celadon’s investment in the PIPE discussed above in Item 7.

Recent Developments , thus no further estimation was required as of December 31, 2024.

Additional Closing Option

The option granted to a certain investor to purchase additional convertible preferred stock at a later date as part of the private placement transaction in December 2024 was determined to be a freestanding financial instrument that meets the definition of a liability under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and does not meet the criteria for equity classification.

The liability is recorded at its fair value on issuance and subsequently remeasured each reporting period with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss until settlement.

The fair value of the derivative liability was determined using a Black-Scholes option pricing model.

The Black-Scholes option-pricing model requires the use of subjective assumptions, including the expected volatility of our common stock, the assumed dividend yield, the risk-free interest rate and the fair value of the redeemable convertible preferred stock on the initial valuation date and subsequent remeasurement at period end.

Upon exercise of the option on December 31, 2024, we remeasured the liability and reclassified the final value associated with the preferred stock tranche liability to the carrying value of the Series A redeemable convertible preferred stock.

Impairment of Long-Lived Assets

An impairment test for long-lived assets (or an asset group) is required when circumstances indicate that such assets may be impaired.

If it is determined that a triggering event has occurred, we perform a recoverability test based upon estimated undiscounted cash flow projections expected to be realized over the remaining useful life of the long-lived asset.

If the undiscounted cash flows used in the recoverability test are less than the long-lived asset’s carrying amount, we determine its fair value.

If the fair value is determined to be less than its carrying amount, the long-lived asset is reduced to its estimated fair value and an impairment loss is recognized in an amount equal to such shortfall.

When determining whether a long-lived asset has been impaired, management groups assets at the lowest level that has identifiable cash flows that are independent of other assets.

Performing an impairment test on long-lived assets involves judgment in areas such as identifying when a triggering event requiring evaluation occurs;

identifying and grouping assets;

and, if the undiscounted cash flows used in the recoverability test are less than the long-lived asset's carrying amount, determining the fair value of the long-lived asset.

Although cash flow estimates are based upon relevant information at the time the estimates are made, estimates of future cash flows are by nature highly uncertain and contemplate factors that change over time.

Key assumptions include the timing and amount of expected sublease payments and the probability of collecting such payments.

During the year ended December 31, 2025, we identified impairment indicators related to the asset group associated with the GeneFab Sublease.

GeneFab did not remit sublease payments in accordance with the contractual terms, resulting in an outstanding receivable balance.

This nonpayment constituted a triggering event under ASC 360, requiring an evaluation of recoverability.

Following the identification of the triggering event, we continued to monitor GeneFab’s payment status and financial condition throughout the remainder of 2025, including ongoing communications with GeneFab and assessment of its ability and intent to cure outstanding amounts.

We also evaluated updated information obtained during the year, including subsequent payments received, revised expectations regarding future sublease income, and other relevant developments impacting collectibility and cash flow projections.

During the year ended December 31, 2025, we identified impairment indicators related to the asset group associated with the GeneFab Sublease.

GeneFab did not remit sublease payments in accordance with the contractual terms, resulting in an outstanding receivable balance.

Accordingly, we 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.

As part of this analysis, we were required to use updated assumptions regarding cash flows from the Lease Amendment entered on March 17, 2026 described in Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 15 — Subsequent Event” in this Annual Report.

As a result, the analysis indicated that the carrying amount was not recoverable as of December 31, 2025.

Accordingly, we 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

The analysis indicated that the carrying amount was not recoverable as of December 31, 2025.

The fair value of the asset group was then estimated using a discounted cash flow model, which incorporated expected future cash flows associated with the subleased spaces, reflecting assumptions regarding the timing and collectibility of sublease payments.

The cash flows were discounted using a market participant discount rate commensurate with the risks inherent in those cash flows.

As a result, the Company recognized an impairment charge of $5.1 million for the year ended December 31, 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.

Emerging Growth Company Status

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Smaller Reporting Company Status

The Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

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Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance.

The Company and the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, views the Company’s operations and manages the business as a single operating segment, which is the research and development of the Company’s gene circuit platform.

Refer to footnote 10.

Segment Reporting , for additional information related to operating segment.

We and our chief operating decision maker (“CODM”), our Chief Executive Officer, view our operations and manage the business as a single operating segment, which is the research and development of our gene circuit platform.Refer to Item 8.

“Consolidated Financial Statements —Notes to Consolidated Financial Statements — Note 14 —Segment Reporting” in this Annual Report for additional information related to operating segment.

All long-lived assets are located in the United States.

The Company does not currently generate any revenue.

We currently have no products approved for sale, and we have never generated any revenue from the sale of any products.

Contractual Obligations and Commitments

On June 3, 2021, we entered into a lease agreement for a new cGMP facility in Alameda, California to support planned initial clinical trials for our product candidates.

The lease has an initial term of eleven years will expire in 2032 with future undiscounted operating lease payments of $38.1 million over the remaining lease period.

Operating Leases in Part II - Item 8.

Financial and Supplementary Data - Notes to Consolidated Financial Statements of this Annual Report on Form 10-K for details on our lease and sublease obligations.

During the year ended December 31, 2021, we entered into a three-year collaboration and option agreement with BlueRock Therapeutics LP (“BlueRock”) under which the Company granted BlueRock an option to execute an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products (See Part II, Item 8, Notes to Consolidated Financial Statements, Note 16.

Related Parties for details into the BlueRock agreement).

In consideration for the option, the Company is responsible for up to $10.0 million in research and development costs and expenses associated with the collaboration plan incurred over the three-year term.

We have also entered into license agreements under which we are obligated to make annual maintenance payments of $0.1 million and specified milestone and royalty payments.

Milestone and royalty payment obligations under these agreements are contingent upon future events, such as our achievement of specified development, regulatory, and sales milestones, or generating product sales.

As of December 31, 2024, we were unable to estimate the timing or likelihood of achieving these milestones or generating future product sales.

Following the closing of the Merger, former holders of Legacy Senti common stock and preferred stock may receive up to 100,000 additional shares of the Company’s common stock in the aggregate, in one remaining tranche.

Refer to Note 7.

Stockholders’ Equity in Part II - Item 8.

Financial and Supplementary Data - Notes to Consolidated Financial Statements of this Annual Report on Form 10-K , for further details of the contingent earnout.

As part of the amendment to the Framework Agreement with Valere Bio and GeneFab, we agreed to make an additional advance payment of $10.0 million.

As of December 31, 2024, the Company had made $6.0 million of the $10.0 million payment.

The remaining amount was paid in January 2025.

This amount is recorded in GeneFab prepaid expenses - related party.

Operating Lease Obligations

As of December 31, 2025, we had operating lease obligations for real estate totaling $37.9 million, of which $7.7 million was attributable to short-term obligations, and the remainder was attributed to long-term obligations.

Refer to Item 8.

“Financial Statements and Supplementary Data —Notes to Consolidated Financial Statements — Note 5 — Operating Leases” in this Annual Report on Form 10-K for details on our lease and sublease obligations.

Subsequent to December 31, 2025, we entered into an amendment to our lease agreement for our Alameda facility, which reduced the leased premises and corresponding future lease payments.

As a result, our future lease obligations are expected to be lower than the amounts presented above.

Refer to Item 8.

“Financial Statements and Supplementary Data —Notes to Consolidated Financial Statements — Note 15 — Subsequent Events” in this Annual Report on Form 10-K for details on our lease and sublease obligations.

Off-Balance Sheet Arrangements

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Item 7. Management’s Discussion and Analysis