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Item 8. Financial Statements and Supplementary Data

2026-03-27 compared with 2025-03-20 · 625 added, 862 removed, 479 unchanged (76% of the section changed)

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We have audited the accompanying consolidated balance sheets of Senti Biosciences, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

generally accepted accounting principles.

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Consolidated Balance Sheets

(in thousands, except share and per share data)

(In thousands, except share and per share amounts)

December 31 December 31

CURRENT ASSETS

Cash and cash equivalents $ 16,420 $ 48,277

5 unchanged sentences

Restricted cash 3,528 3,538

GeneFab receivable - related party, net of current portion — 1,119

Property and equipment, net 12,886 21,289

Operating lease right-of-use assets 11,516 13,948

GeneFab Economic Share - related party — 1,816

Other long-term assets 105 215

Other non-current assets 19 105

TOTAL ASSETS $ 51,223 $ 97,841

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable $ 2,943 $ 1,454

Finance lease liabilities - related party, current portion 103 97

Early exercise liability, current portion 11 135

GeneFab sublease deferred income - related party 660 989

Accrued expenses and other current liabilities 5,354 6,385

Operating lease liabilities 4,647 4,031

Current liabilities of discontinued operations — 243

Operating lease liabilities, current 5,330 4,647

Deferred revenue, current - related party 43 —

GeneFab sublease deferred income - related party 304 660

Total current liabilities 13,974 13,146

Operating lease liabilities, net of current portion 28,891 33,538

Contingent earnout liability — 20

GeneFab Option - related party — 6,331

Early exercise liability, net of current portion — 10

Other liabilities, net of current portion 5,049 —

Operating lease liabilities, non-current 23,561 28,891

Other non-current liabilities 8,099 5,049

TOTAL LIABILITIES 45,634 47,086

1 unchanged sentence

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

21,200 and no shares authorized at December 31, 2024 and December 31, 2023, respectively;

21,157 and no shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively;

aggregate liquidation preference of $ 147.6 million and none at December 31, 2024 and December 31, 2023, respectively

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

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

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

STOCKHOLDERS’ EQUITY

Common stock, $ 0.0001 par value;

500,000,000 shares authorized at December 31, 2024 and December 31, 2023;

4,829,035 and 4,569,900 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

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

30,879,355 and 4,829,035 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital 364,158 322,782

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TOTAL STOCKHOLDERS’ EQUITY 5,589 25,649

Total liabilities, redeemable convertible preferred stock and stockholders’ equity $ 97,841 $ 119,484

All periods presented have been retroactively adjusted to reflect the 1-for-10 reverse stock split effected on July 17, 2024.

Refer to Note 2.

Summary of Significant Accounting Policies, for further information.

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 51,223 $ 97,841

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

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(in thousands, except share and per share data)

Years Ended December 31,

Contract revenue $ — $ 1,978

Grant income — 583

Total revenue — 2,561

Year Ended December 31,

Collaboration revenue - related party $ 22 $ —

Operating expenses:

Research and development (included related party costs of $ 14,266 and $ 3,113 , respectively)

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

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Other income (expense):

Interest income, net 948 2,864

Change in fair value of contingent earnout liability 20 207

Interest income 927 948

GeneFab sublease income - related party 5,423 6,449

Other income, net - related party 160 —

Other income, net 831 153

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

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

Change in fair value of GeneFab Economic Share - related party ( 1,816 ) 16

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

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

Other income (expense) 153 ( 33 )

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

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

Net income from discontinued operations

Change in fair value of contingent earnout liability — 20

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

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

Total other income, net 7,341 8,249

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

Other comprehensive loss

Unrealized loss on investments

Comprehensive loss $ ( 61,438 ) $ ( 52,790 )

Net loss per share, basic and diluted

Net loss per share from continuing operations, basic and diluted $ ( 12.03 ) $ ( 18.80 )

Net income per share from discontinued operations, basic and diluted

Net loss per share, basic and diluted $ ( 12.03 ) $ ( 16.01 )

Weighted-average shares outstanding, basic and diluted 4,595,946 4,437,106

Basic and diluted net loss per share $ ( 2.73 ) $ ( 12.03 )

Basic and diluted weighted-average number of shares used in computing net loss per share 22,483,391 4,595,946

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

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Preferred Stock Common Stock Additional Paid-in Capital Accumulated

Deficit Accumulated Other Comprehensive Loss

Deficit Total

Stockholders’

Shares Amount Shares Amount

Balance as of December 31, 2022

— $ — 4,406,137 $ — $ 300,548 $ ( 173,286 ) $ 1 $ 127,263

Common Stock Purchase Agreement settled in common stock, net of fees — — 100,000 1 527 — — 528

Vesting of early exercise of common stock options — — 5,064 — 136 — — 136

Issuance of common stock under Employee Stock Purchase Plan (ESPP) — — 58,699 — 375 — — 375

Stock-based compensation expense — — — — 9,670 — — 9,670

Unrealized gain (loss) on investments — — — — — — ( 1 ) ( 1 )

Net loss — — — — — ( 71,058 ) — ( 71,058 )

Balance as of December 31, 2023

— $ — 4,569,900 $ 1 $ 311,256 $ ( 244,344 ) $ — $ 66,913

Funds received from Chardan ChEF Instrument

— — 244,313 — 1,806 — — 1,806

Issuance of common stock for RSU Release — — 9,666 — — — — —

Balance at December 31, 2023 — $ — 4,569,900 $ 1 $ 311,256 $ ( 244,344 ) $ 66,913

Issuance of Series A redeemable convertible preferred stock, net of issuance costs 21,157 22,584 — — — — —

21,157 22,584 — — — — — —

Series A redeemable convertible preferred stock accretion — 2,522 — — ( 2,522 ) — ( 2,522 )

— 2,522 — — ( 2,522 ) — — ( 2,522 )

Shares issued upon exercise of options — — 92 — — — — —

Stock-based compensation expense — — — — 1,755 — — 1,755

Funds received from Chardan ChEF Instrument, net of fees — — 244,313 — 1,806 — 1,806

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

Vesting of early exercise of common stock options — — 5,064 — 135 — 135

Issuance of common stock upon exercise of stock options — — 92 — — — —

Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock, net of issuance costs — — — — 10,352 — 10,352

— — — — 10,352 — — 10,352

Stock-based compensation — — — — 1,755 — 1,755

Net loss — — — — — ( 52,790 ) ( 52,790 )

Balance as of December 31, 2024

21,157 $ 25,106 4,829,035 $ 1 $ 322,782 $ ( 297,134 ) $ — $ 25,649

Balance at December 31, 2024 21,157 25,106 4,829,035 1 322,782 ( 297,134 ) 25,649

Conversion of Series A redeemable convertible preferred stock to common stock ( 21,157 ) ( 25,106 ) 21,157,000 2 25,105 — 25,107

Issuance of common stock related to ATM, net of commissions and issuance costs — — 4,833,477 — 10,554 — 10,554

Issuance of common stock for vesting of restricted stock units — — 59,421 — — — —

Vesting of early exercise of common stock options — — 422 — 11 — 11

Stock-based compensation — — — — 5,706 — 5,706

Net loss — — — — — ( 61,438 ) ( 61,438 )

Balance at December 31, 2025 — $ — 30,879,355 $ 3 $ 364,158 $ ( 358,572 ) $ 5,589

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

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Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation 5,706 1,755

Depreciation 3,637 3,838

Amortization of operating lease right-of-use assets 2,013 1,868

Accretion of discount on short-term investments — ( 1,069 )

Gain on disposal of business — ( 21,862 )

Change in fair value of contingent earnout liability ( 20 ) ( 207 )

Impairment of long-lived assets 5,052 313

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

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

Impairment of long-lived assets 313 25,962

Stock-based compensation expense 1,755 9,670

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

Other non-cash charges 39 115

Changes in assets and liabilities:

Changes in operating assets and liabilities:

Accounts receivable ( 164 ) ( 47 )

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Prepaid expenses and other assets 681 707

Operating lease right-of-use assets 2,292 2,013

Accounts payable 1,743 797

Accrued expenses and other current liabilities 559 ( 671 )

GeneFab sublease deferred income - related party ( 329 ) 689

Deferred revenue — ( 799 )

Operating lease liabilities ( 4,647 ) ( 4,031 )

Other liabilities, net of current portion 149 —

GeneFab sublease deferred income - related party ( 356 ) ( 329 )

Deferred revenue, current - related party 43 —

Other non-current liabilities — 149

Net cash used in operating activities ( 43,444 ) ( 41,397 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of short-term investments $ — $ ( 17,990 )

Maturity of short-term investments — 60,000

Purchases of property and equipment ( 196 ) ( 26 )

Proceeds from sale of property and equipment 12 60

Net cash from investing activities $ 34 $ 30,077

Net cash provided by (used in) investing activities ( 184 ) 34

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from private placement, net of fees paid to investor $ 47,253 $ —

Proceeds from issuance of common stock related to ATM, net of commissions 11,180 —

Proceeds from CIRM Grant 3,050 4,900

Payment of issuance costs ( 2,469 ) ( 229 )

Proceeds from CIRM award 4,900 —

Years Ended December 31,

Proceeds from private placement, net of fees paid to investor — 47,253

Proceeds from issuance of common stock under Common Stock Purchase Agreement — 1,806

Proceeds from issuance of common stock under Employee Stock Purchase Plan (ESPP) — 375

Principal finance lease payments — ( 108 )

Net cash from financing activities $ 53,730 $ 779

Net (decrease) increase in cash and cash equivalents 12,367 ( 21,539 )

Net cash provided by financing activities 11,761 53,730

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 31,867 ) 12,367

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period 51,815 39,448

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period $ 19,948 $ 51,815

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents $ 48,277 $ 35,926

Restricted cash 3,538 3,522

Total cash, cash equivalents and restricted cash $ 51,815 $ 39,448

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING AND INVESTING ITEMS:

Purchase of property and equipment in accounts payable and accrued expenses and other current liabilities $ — $ 15

Unpaid Issuance Costs

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The Company is headquartered in South San Francisco, California.

On June 8, 2022 (the “Closing Date”), Dynamics Special Purpose Acquisition Corp.

In June 2022, Dynamics Special Purpose Acquisition Corp.

(“Dynamics” or “DYNS”) consummated a merger pursuant to which Explore Merger Sub, Inc.

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As a result of the Merger, Dynamics was renamed Senti Biosciences, Inc.

On August 7, 2023, the Company completed a transaction with GeneFab, LLC (“GeneFab”), a contract manufacturing and synthetic biology biofoundry focused on next-generation cell and gene therapies.

As part of that transaction, the Company disposed of its non-oncology business and in-house manufacturing services and subleased its manufacturing facility to GeneFab.

Refer to Note 3.

GeneFab Transaction, for further details of the transaction, and to Note 16.

Related Parties, for related party discussion.

Liquidity and Going Concern

These consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”) assuming the Company will continue as a going concern.

The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

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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.

To date , the Company raised aggregate gross proceeds of $ 354.3 million from the Merger and a private placement completed concurrently with the Merger, 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 3, 2024 , the Company executed an agreement with California Institute of Regenerative Medicine (the “CIRM Grant Agreement”) for a total grant award of $ 8.0 million .

Under the CIRM Grant Agreement, the Company must achieve certain operational milestones to receive the grant tranches.

Refer to Note 8.

CIRM Grant, for further details of the CIRM Grant Agreement.

At December 31, 2024 and December 31, 2023, the Company had an accumulated deficit of $ 297.1 million and $ 244.3 million, respectively.

As of December 31, 2025, the Company 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.

As of December 31, 2025 and 2024, the Company had an accumulated deficit of $ 358.6 million and $ 297.1 million, respectively.

The Company’s net losses were $ 61.4 million and $ 52.8 million for the years ended December 31, 2025 and 2024, respectively.

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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 has concluded that substantial doubt exists that the Company’s cash and cash equivalents of $ 48.3 million as of December 31, 2024, are sufficient for the Company to continue as a going concern for at least

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

one year from the issuance date of these consolidated financial statements.

The Company concluded that substantial doubt continued to exist and that the Company’s cash and cash equivalents of $ 16.4 million as of December 31, 2025, were not sufficient for the Company to continue as a going concern for at least one year from the issuance date of thes e 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.

The Company’s continued existence is dependent upon management’s ability to raise capital and ultimately develop profitable operations.

While management is devoting substantially all of its efforts to developing the Company’s business and raising capital, there can be no assurance that the Company’s efforts will be successful.

Moreover, no assurance can be given that management’s actions will result in profitable operations or the meeting of ongoing liquidity needs.

NASDAQ Bid Price Compliance Notice

On August 7, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Listing Qualifications Department”) notifying the Company that, for the last 30 consecutive trading days, the closing bid price of the Company’s common stock had closed below the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Global Market.

The Company had been provided an initial compliance period of 180 calendar days, or until February 5, 2024, to regain compliance with the minimum bid price requirement.

Issuers listed on The Nasdaq Global Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules.

However, based upon the Company’s compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a second 180-day grace period applicable to issuers listed on The Nasdaq Capital Market, the Company applied to transfer the listing of its common stock to The Nasdaq Capital Market.

On January 23, 2024, the Company received written notice from the Listing Qualifications Department granting the Company its request to transfer the listing of its common stock from the Nasdaq Global Market tier to the Nasdaq Capital Market tier.

The transfer of the listing of the Company’s common stock from the Nasdaq Global Market to the Nasdaq Capital Market took effect with the open of business on January 25, 2024.

On February 6, 2024, the Listing Qualifications Department granted the Company’s request for a second 180- calendar day period, or until August 5, 2024, to regain compliance with the $1.00 bid price requirement.

On July 17, 2024, the Company 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 Company’s issued and outstanding common stock.

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

(Eastern Time) on July 17, 2024, and the Company’s 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, the Company 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, the Company regained compliance with the Bid Price Rule, and that the matter is now closed.

NASDAQ Audit Committee Requirement Notice

On October 21, 2024, we notified the Nasdaq Stock Market (“Nasdaq”) that we were not in compliance with the Audit Committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) due to having only two members on our Audit Committee which was the result of Susan Berland’s resignation from the Board effective June 11, 2024.

On October 22, 2024, the Company received a notice (the “Notice”) from Nasdaq indicating that the Company was no longer compliant with the Audit Committee requirements as set forth in Nasdaq Listing Rule 5605, the Company had until December 9, 2024 to regain compliance as provided in Nasdaq Listing Rule 5605(c)(4) which defined the cure period.

On December 9, 2024, Frances Schulz was appointed to the Board of Directors and the Company’s Audit Committee.

On December 19, 2024, the Company received notice from Nasdaq that the Company had regained compliance with Rule 5605 and the matter was closed.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Any reference in these notes to

While management is devoting substantially all of its efforts to developing the Company’s business and raising capital, there can be no assurance that these efforts will be successful.

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

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

applicable guidance is meant to refer to the authoritative U.S.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with U.S.

GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S.

GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

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All long-lived assets of the Company are maintained in the United States.

The Company determined that the assets sold to GeneFab met the criteria for presentation as a discontinued operation.

The Company has 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 .

Unless otherwise specified, the disclosures in these consolidated financial statements refer to continuing operations only.

Reverse Stock Split

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Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, and upon determination of amounts that would become due, the Company will adjust accordingly.

Refer to Note 4 .

Other Financial Statement information .

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of GeneFab Option, the valuation of GeneFab Economic Share, the valuation of the GeneFab Note Receivable, redeemable convertible preferred stock, preferred stock tranche liability, the discount rate used to discount future cash flows for the impairment of long-lived assets, and the determination of the incremental borrowing rate.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of GeneFab Option, the valuation of GeneFab Economic Share, redeemable convertible preferred stock, the discount rate used to discount future cash flows for the impairment of long-lived assets, and the determination of the incremental borrowing rate.

Estimates related to the impairment assessment of long-lived assets require significant judgment, including assumptions regarding the amount and timing of expected future cash flows, expected sublease income and collectibility, and other factors affecting the use of the underlying assets.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash, cash equivalents, and restricted cash are maintained in checking and money market accounts at multiple

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

financial institutions, which at times, may exceed federally insured limits.

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 December 31, 2025 and 2024, the Company has not experienced any credit losses in such accounts or investments.

As of December 31, 2024, t he Company has prepaid future manufacturing and research services of $ 6.6 million under an agreement with GeneFab for certain development and manufacturing services agreement which are recorded in GeneFab prepaid expenses - related party in the consolidated balance sheet and $ 1.6 million receivable related to services provided under the transition services agreement as well as sublease rent payments which are recorded in GeneFab receivable - related party in the balance sheets.

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.

Refer to Note 3.

GeneFab Transaction , for further details of the GeneFab transaction.

Concentration of Business Risk

The Company is subject to concentrations of business risk arising from its reliance on a limited number of counterparties and arrangements that are critical to its operations.

The Company currently depends on GeneFab as its sole contract manufacturer for the clinical-scale production of its product candidates.

As a result, the Company’s development activities and timelines are dependent on GeneFab’s continued ability to perform manufacturing services in accordance with contractual requirements.

Any disruption in GeneFab’s operations, financial condition, or ability to perform could have a material adverse affect on the Company’s research and development activities and may require the Company to identify and qualify alternative manufacturing vendors, which could result in increased costs and delays in the Company’s clinical trial timelines.

In addition, the Company has business risk concentrated in its real estate lease arrangements.

The Company has operating lease obligations under the Alameda lease and the HQ lease (as defined in Note 3 ), which represent the Company’s most significant lease liabilities on the consolidated balance sheets as of December 31, 2025.

The Company has subleased the Alameda lease and a portion of the HQ lease to GeneFab.

Accordingly, the Company’s ability to mitigate the cash outflows associated with these lease obligations is dependent on GeneFab’s performance under the sublease arrangements.

The Company remains obligated to satisfy its lease commitments to the landlords regardless of the performance of its subtenant.

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents consist of amounts deposited in money market funds and securities with original maturity dates of three months or less, which are stated at fair value.

The Company’s restricted cash consists of cash deposited with a financial institution as collateral for a letter of credit required under the Company’s headquarters and research facility leases as well as employee contributions collected under employee stock purchase plan.

The Company’s restricted cash consists of cash deposited with a financial institution as collateral for a letter of credit required under the Company’s headquarters and research facility leases.

The restricted cash is presented separately from cash and cash equivalents and classified as non-current on the consolidated balance sheets, as the Company expects the cash to remain restricted for a period greater than one year.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows for the Company:

Cash and cash equivalents $ 48,277 $ 35,926

Restricted cash 3,538 3,522

Total $ 51,815 $ 39,448

Short-term Investments

Investments in marketable securities with original maturities less than 12 months from the balance sheet date, if any, are classified as short-term investments.

Investments with original maturities of greater than 12 months from the balance sheet date, if any, are classified as long-term.

The Company classifies all of its investments as available-for-sale and records such assets at estimated fair value in the consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive loss within the consolidated statement of operations and comprehensive loss, and as a separate component of stockholders’ equity.

These investments consist of corporate debt securities, U.S.

Government securities, asset-based securities, and commercial paper, which are subject to minimal credit and market risk.

Unrealized gains and losses are included in other comprehensive loss.

Interest on available-for-sale securities is included in interest income in the consolidated statements of operations and comprehensive loss.

Fair Value Measurements

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• Level 1 – Quoted prices in active markets for identical assets or liabilities.

• Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

• Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques.

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Refer to Note 3 .

GeneFab Transaction , for further details of the GeneFab transaction.

GeneFab Transaction , for further details.

Property and Equipment, net

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Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows:

Asset Classification

Estimated useful Life

Asset Classification Estimated useful Life

Small equipment 2 years

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Impairment of Long-Lived Assets

The Company evaluates its long-lived assets, such as property and equipment, net and lease ROU assets, for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable.

The Company evaluates its long-lived assets, such as property and equipment, net and lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable.

Recoverability of these assets is measured by comparing their carrying value to the future net undiscounted cash flows the assets are expected to generate over their remaining economic life.

If such assets are

If such assets are considered to be impaired, the amount of any impairment is measured as the difference between their carrying value

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

considered to be impaired, the amount of any impairment is measured as the difference between their carrying value and their fair value.

and their fair value.

If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life.

The Company determines if an arrangement is or contains a lease at inception.

Operating leases are recorded on the consolidated balance sheets with right-of-use assets (“ROU”) representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing the Company’s obligation to make lease payments.

Operating leases are recorded on the consolidated balance sheets with right-of-use assets representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing the Company’s obligation to make lease payments.

Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

Operating lease ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable.

Operating lease right-of-use assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable.

As the implicit rate in the Company’s leases is typically unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments.

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Variable lease payments are recorded as an expense in the period incurred.

The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component.

The Company has also elected not to apply the recognition requirement for leases with a term of 12 months or less.

The Company entered into subleases for its Alameda manufacturing facility as well as for portions of the Company’s headquarters, which are being accounted for under lessor accounting.

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Income from the subleases are recorded in other income (expense) within the consolidated statement of operations and comprehensive loss.

The Company has also elected not to apply the recognition requirement for leases with a term of 12 months or less.

When the Company determines that collectibility of rent payments under a sublease are no longer probable in accordance with ASC 842, the Company recognizes sublease income only to the extent of cash received.

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

Revenue Recognition

Contract Revenue

Revenue is recognized when a customer obtains control of promised goods or services.

The Company applies the following five steps to recognize revenue:

(i) identify the contract with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to performance obligations in the contract;

and (v) recognize revenue when (or as) the performance obligations are satisfied.

A performance obligation is defined as a promise to transfer a product or a service to a customer that is distinct.

A product or a service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract.

Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition.

If a promise to transfer a product or a service is not distinct from other promises in the contract, such promises should be combined into a single performance obligation.

The assessment of each of these elements may require significant judgments.

Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options.

If these options provide a material right to the customer, they are considered performance obligations.

The identification of material rights requires judgments related to the determination of the value of the underlying license relative to the option exercise price, including assumptions about technical feasibility and the probability of developing a candidate that would be subject to the option rights.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer.

The Company’s agreements may include both fixed and variable consideration.

Fixed payments are included in the transaction price, while variable consideration, such as milestone payments and fees for research services, are estimated and constrained (if required) at the inception of the contract and evaluated on a periodic basis thereafter.

If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation based on the relative stand-alone selling price (“SSP”) of the performance obligation.

The Company determines SSP at contract inception and at contract modification.

Determining the SSP for performance obligations requires significant judgment.

Changes in the key assumptions used to determine the SSP could have a significant effect on the allocation of arrangement consideration between multiple performance obligations.

For each distinct performance obligation, revenue is recognized as the Company transfers control of the product or the service applicable to such performance obligations.

In instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until the Company satisfies such performance obligations.

In instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is a contract asset recorded in prepaid expenses and other current assets on the consolidated balance sheets.

The Company receives government grants that reimburses the Company for certain allowable costs for funded projects.

Grant income is recognized on a systematic basis over the period in which the Company recognizes qualified research and development costs that grant is intended to compensate and there is reasonable assurance that the Company will meet the terms and conditions of the grant.

This income is recorded as grant income in the consolidated statements of operations and comprehensive loss.

Grant payments received in excess of grant revenue earned are recognized as deferred revenue on the balance sheets, and grant income earned in excess of grant payments received is recognized as trade and other receivables on the consolidated balance sheets.

The Company recognizes collaboration revenue in accordance with ASC 606, Revenue from Contracts with Customers .

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 ( Note 12 ) and was recognized ratably over the extension period of 12 months.

Research and Development

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Similarly, GeneFab prepaid expenses are recognized as an expense in the period in which the related manufacturing or research activities are performed.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

The Company has acquired and may continue to acquire the rights to gene circuit or other technologies from third parties.

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The derivative 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

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

option pricing model incorporating assumptions such as the fair value of our common stock, the risk-free rate, volatility, expected term and dividend yield.

The fair value of the derivative liability was determined using a Black-Scholes option pricing model incorporating assumptions such as the probability that a suitable license agreement for GeneFab obtaining the option would be signed, the fair value of the Company’s common stock, the risk-free rate, volatility, expected term and dividend yield.

Additional Closing Option

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The Company has not recorded any such liabilities as of December 31, 2025 and 2024 .

Contingent Earnout Equity

In connection with the Reverse Recapitalization and pursuant to the Merger dated as of June 8, 2022 by and among the Merger Sub and Legacy Senti, former holder of the Legacy Senti common stock and Legacy Senti preferred stock are entitled to receive as additional consideration of up to 200,000 shares of the Company’s common stock (the “Contingent Earnout Shares”), comprised of two separate tranches of 100,000 shares per tranche, for no consideration upon the achievement of certain share price milestones within a period of two years from the closing date of the Merger for the first tranche term and the second tranche term is three years from the closing date of the Merger.

The Contingent Earnout Shares are a form of dividend for holders of Legacy Senti common stock and Legacy Senti preferred stock.

If there is a change of control within the three-year period following the closing of the Merger that results in a per share price equal to or in excess of certain share price milestones not previously met, then the Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock.

In accordance with ASC 815 as certain terms of the contingent earnout shares were not indexed to the common stock, equity treatment is precluded and liability classification is required at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as Change in fair value of contingent earnout liability in the consolidated statements of operations and comprehensive loss.

A portion of the earnout shares were granted to holders of Legacy Senti common stock that are subject to repurchase, and as of the date of the Merger were accounted for as stock-based compensation expense and expensed as there was no remaining service period.

The estimated fair value of the Contingent Earnout Shares was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over a three-year period prioritizing the most reliable information available.

The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and expected dividend yield.

Stock-Based Compensation Expense

Stock-based Compensation

The Company recognizes stock-based compensation expense related to employees and non-employees based on the grant date fair value of the awards.

For awards that vest solely based on continued service, stock-based

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

compensation expense is recognized in the consolidated statements of operations and comprehensive loss using the straight-line method.

For awards that vest solely based on continued service, stock-based compensation expense is recognized in the consolidated statements of operations and comprehensive loss using the straight-line method.

For performance and market awards, stock-based compensation expense is recognized over the requisite service period using the accelerated attribution method.

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The Company recognizes stock-based compensation expense related to purchase rights issued pursuant to its employee stock purchase plan on a straight-line basis over the offering period.

The Company has allowed specified option holders to exercise unvested options.

The options that are exercised prior to vesting continue to vest according to the respective option agreement, and such unvested shares are subject to repurchase by the Company at the option holder’s original exercise price in the event the option holder's service with the Company voluntarily or involuntarily terminates.

The Company records proceeds from the early exercise of options as a current and long-term liability in the consolidated balance sheets, and reclassifies this liability to additional paid-in capital as the Company's repurchase right lapses.

The shares purchased by the option holders pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares have vested.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Net Loss Per Share

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The two-class method requires loss available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all loss for the period had been distributed.

Basic earnings per share for both continuing and discontinued operations is computed by dividing net loss from continuing operations and net income (loss) from discontinued operations attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

Diluted earnings per share for both continuing and discontinued operations is computed by adjusting net earnings for both continuing and discontinued operations for an allocation of the undistributed earnings and dividing it by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares.

For purposes of this calculation, the Company's outstanding stock options, redeemable convertible preferred stock, and potential issuance of redeemable convertible preferred stock under existing preferred stock tranches, are considered potential dilutive common shares.

The Company's participating securities contractually entitle the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company.

Basic earnings per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

Diluted earnings per share is computed by adjusting net earnings for an allocation of the undistributed earnings and dividing it by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares.

For purposes of this calculation, the Company’s stock options issued and outstanding, restricted stock units outstanding, GeneFab Option, warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock, series A redeemable convertible preferred stock, performance stock units outstanding, contingent earnout common stock, and unvested early exercised common stock are considered potential dilutive common shares.

The Company’s participating securities represents the Series A redeemable convertible preferred stock, which contractually entitle the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company.

Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

When the Company is reporting discontinued operations, it uses net loss from continuing operations as the control number in determining whether those potential dilutive securities are dilutive or anti-dilutive.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements.

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The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations and comprehensive loss in the period that includes the enactment date.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized.

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To date, there have been no interest charges or penalties related to unrecognized tax benefits.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Recently Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date.

Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires an enhanced disclosure of significant segment expenses on an annual and interim basis.

This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted the guidance in the fiscal year ended December 31, 2024.

There was no impact on the Company’s reportable segments identified.

Required disclosures have been included in Note 10.

Segment Reporting .

Recent Accounting Standards

In December 2023, the FASB issued ASU No.

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It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This guidance is effective for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09, and applied the new disclosure requirements prospectively to the current annual period .

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

Refer to Note 11 .

Income Tax for the disclosure.

Recent Accounting Standards

In November 2024, the FASB issued ASU No.

2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses, which requires disclosures about significant expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses, along with qualitative descriptions of certain other types of expenses.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating this ASU to determine its impact on the Company’s disclosure, but does not expect this update to have a material impact on the Company’s consolidated financial statements other than additional information that will be provided in the footnote disclosure.

In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities , which establishes authoritative guidance in U.S.

GAAP about accounting for government grants received by business entities and clarifies the appropriate accounting in an effort to reduce diversity in practice, and increase consistency of application across business entities.

This guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

Adoption of this ASU can be applied using a modified prospective approach, a modified retrospective approach, or a retrospective approach.

The Company is currently evaluating the impact of adopting ASU 2025-10 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies interim disclosure requirements and the applicability of Topic 270.

The objective of the amendments is to provide further clarity about the current interim disclosure requirements.

The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Adoption of this ASU can be applied either a prospective or a retrospective approach.

Early adoption is permitted.

Upon adoption, the guidance can be applied prospectively or retrospectively.

The Company believes that the impact of recently issued accounting standard that is not yet effective are not expected to have a material impact on its financial position or results of operations upon adoption.

The Company is currently evaluating the impact of adopting ASU 2025-11 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements , which addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements.

Generally, the amendments in this Update are not intended to result in significant changes for most entities.

This amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2026.

The adoption method of this ASU may vary on an issue-by-issue basis.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting ASU 2025-12 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

GeneFab Transaction

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

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,

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

capital in the form of a note receivable and rights to future manufacturing and research activities performed by GeneFab at market rates and reduced longer-term operating expenses.

Concurrently with the transaction, the Company and GeneFab 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 the closing of the transaction.

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 prepayment due to GeneFab for future manufacturing and research activities.

The remaining $ 18.9 million was to be paid to the Company in installments in 2024 and 2025 (the “GeneFab Note Receivable”), subject to satisfaction of certain conditions.

The Company 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.

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 on the consolidated balance sheets.

As of December 31, 2024, $ 0.6 million of this initial prepaid amount is remaining for future manufacturing and research activities.

As part of the transaction, the Company subleased the facility in Alameda, California to GeneFab which will support the clinical manufacturing of the Company’s chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202.

As a result of this sublease event, the Company recognized an impairment of long-lived assets of $ 25.7 million for the year ended December 31, 2023 due to the impairment of the Company’s leasehold improvements.

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.

As a result, the Company subleased to GeneFab its premises under a lease for the Alameda facility (the “Alameda Sublease”) on August 27, 2023.

Refer to Note 5 .

Operating Leases for additional information on the sublease.

The Company agreed to grant a license to GeneFab under certain of its intellectual property rights to conduct manufacturing services and to research, develop, manufacture and commercialize products outside of oncology, pursuant to a license agreement under negotiation (the “Non-Oncology License”).

In connection with the transaction, Philip Lee, Ph.D., Co-Founder and former Chief Technology Officer of the Company, assumed the role of Chief Executive Officer of GeneFab.

Additionally, GeneFab extended offers of employment to 45 of the Company's employees formerly employed in its research and development and manufacturing functions.

All 45 employees accepted the offers of employment and are actively engaged in providing manufacturing and research activities to the Company.

GeneFab was granted an option to purchase up to 1,963,344 shares (i.e.

up to $ 20.0 million worth) of the Company’s common stock at a per share purchase 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 the Company’s outstanding shares of common stock as of the closing date of the transaction.

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.

As such, the GeneFab Option was recorded as a liability at its fair value of $ 9.6 million at the closing date of the transaction and subsequently remeasured with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss.

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 Company also 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 “Transition Services Agreement”).

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 .

Fair Value Measurements .

As additional consideration for the transaction, 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 10 % 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 and recorded

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

the GeneFab Economic Share at its fair value of $ 1.8 million at the date of the transaction.

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

Related Parties for GeneFab related party considerations.

On June 12, 2024, the Company subleased to GeneFab a portion of the Company’s headquarters’ lease (the “GeneFab HQ Sublease”).

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

Refer to Note 5 .

Fair Value Measurements .

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

The Company performed a qualitative analysis to determine if it is the primary beneficiary of GeneFab and determined it does not have the power to direct the significant activities of GeneFab.

As a result, the Company determined it is not the primary beneficiary and therefore does not consolidate GeneFab.

Operating Leases and Note 15 .

Subsequent Events for developments subsequent to year end.

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

Stockholders’ Equity , the Company entered into an amendment of the GeneFab Framework Agreement with GeneFab and Valere Bio, Inc.

As part of the agreement, the GeneFab Note Receivable was waived by the parties.

Additionally, the Company entered into an amended and restated DMSA with GeneFab.

As part of this agreement, the Company 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, with the remaining amount paid in January 2025.

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

Refer to Note 16.

Related Parties for GeneFab related party considerations.

Gain on the Disposal of Business

As the assets and contractual rights transferred to GeneFab were determined to constitute a business as defined in ASC 805, Business Combinations , the Company accounted for the disposal by applying the derecognition guidance in ASC 810, Consolidation , 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).

As of August 7, 2023, the total fair value of the consideration was determined to be $ 37.3 million, including the GeneFab prepaid expenses of $ 18.9 million, the estimated fair value of the GeneFab Note Receivable of $ 16.6 million and the estimated fair value of the GeneFab Economic Share of $ 1.8 million.

Out of the total consideration, $ 9.6 million was allocated to the GeneFab Option, representing its estimated fair value as of the closing date.

In connection with the sale, the Company 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 (net of the portion allocated to the GeneFab Option) over the carrying value of the assets sold of $ 5.5 million.

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

Discontinued Operations

In accordance with ASC 205, Presentation of Financial Statements (“ASC 205”), the Company determined that the sale of the non-oncology business, including the equipment and transfer of in-house manufacturing activities in the Alameda facility, to GeneFab represented a strategic shift that will have a major effect on the Company’s operations and financial results, thus meeting the criteria to be reported as discontinued operations.

Discontinued operations include the cost and depreciation of equipment and related deposits or liabilities, manufacturing personnel-related costs including costs arising as a result of the disposal such as equity award modifications and severance, and the gain from the disposal of the business.

Stockholders’ Equity , the Company and GeneFab entered into an amended and restated DMSA (the “2024 Amended and Restated DMSA”).

GeneFab prepaid expenses - related party

Under the GeneFab Framework Agreement entered into on August 7, 2023, the total consideration in connection with the transaction was $ 37.8 million, of which $ 18.9 million was received by the Company on August 7, 2023 and such payment was netted against prepayment due to GeneFab for future manufacturing and research activities under the DMSA.

The $ 18.9 million as initially recorded in GeneFab prepaid expenses - related party on the consolidated balance sheets in 2023.

On December 10, 2024, the Company agreed to make an additional advance payment of $ 10.0 million to GeneFab under the 2024 Amended and Restated DMSA, 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 2024 Amended and Restated DMSA.

In March 2026, the Company signed a letter agreement with GeneFab to convert $ 3.4 million of past-due rent related to the Alameda Sublease into an additional prepaid for additional work under the 2024 Amended and Restated DMSA.

Refer to Note 15 .

Stockholders’ Equity, for further details of the award modifications.

There were no material operating expenses related to the discontinued operations since August 2023, when the transaction with GeneFab closed.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

The following table summarizes the major classes of assets and liabilities of the discontinued operations (in thousands):

Accrued expenses and other current liabilities — 243

Total current liabilities of discontinued operations $ — $ 243

The following table summarizes the operating results of the discontinued operations (in thousands):

Years Ended December 31,

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

General and administrative expenses were negative for the year ended December 31, 2023 due to the reversal of compensation expense for unvested awards that were cancelled due to the termination of employees subsequently hired by GeneFab.

Stockholders’ Equity.

The following table summarizes the cash flow information of the discontinued operations (in thousands):

Years Ended December 31,

Operating activities (noncash adjustments to net income):

Depreciation $ — $ 185

Stock-based compensation expense — ( 2,022 )

Gain on disposal of business

Investing activities:

Purchases of property and equipment — ( 4,079 )

________________

(1) The total consideration received of $ 37.8 million is a non-cash investing activity.

Fair Value Measurements

Cash, Cash Equivalents, and Restricted Cash

The following tables summarize the estimated value of cash, cash equivalents, and restricted cash by category (in thousands):

December 31, 2024

Amortized Cost Estimated Fair Value Cash and cash equivalents Restricted cash

Cash $ 12,408 $ 12,408 $ 12,408 $ —

Money market funds $ 39,407 $ 39,407 $ 35,869 $ 3,538

Subtotal 39,407 39,407 35,869 3,538

Total $ 51,815 $ 51,815 $ 48,277 $ 3,538

December 31, 2023

Amortized Cost Estimated Fair Value Cash and cash equivalents Restricted cash

Cash $ 4,205 $ 4,205 $ 4,205 $ —

Money market funds $ 35,243 $ 35,243 $ 31,721 $ 3,522

Subtotal 35,243 35,243 31,721 3,522

Total $ 39,448 $ 39,448 $ 35,926 $ 3,522

No securities have contractual maturities of longer than one year.

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

Subsequent Events for additional information.

As of December 31, 2025, $ 3.6 million of these prepayments were remaining to be amortized against future manufacturing and research activities, which was recorded in GeneFab prepaid expenses - related party on the consolidated balance sheets.

GeneFab Economic Share

On August 7, 2023, 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, Financial Instruments , and the GeneFab Economic Share was recorded as an asset in GeneFab Economic Share - related party on

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Contingent Earnout Liability

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):

Contingent Earnout Liability

Fair value as of December 31, 2023

Change in fair value included in other income (expense) 20

Fair value as of December 31, 2024

The fair value of the Contingent Earnout Liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

In determining the fair value of the Contingent Earnout Liability, the Company used a Monte Carlo simulation value model using a distribution of potential outcomes.

consolidated balance sheet at its fair value of $ 1.8 million on August 7, 2023.

As of December 31, 2025 and 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 consolidated statements of operations and comprehensive loss.

Refer to Note 10 .

Stockholders’ Equity , for further details of the Contingent Earnout.

Additionally, the Company determined that the fair value of the Contingent Earnout Liability was zero as of December 31, 2024, due to the low probability of the remaining tranche terms being met.

GeneFab Note Receivable

The following table presents a summary of the changes in the fair value of the GeneFab Note Receivable (in thousands):

Note Receivable

Fair value as of December 31, 2023

Change in fair value included in other income (expense) ( 17,240 )

Fair value as of December 31, 2024

The fair value of the GeneFab Note Receivable as of December 31, 2023 is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

The fair value of the GeneFab Note Receivable as of December 31, 2023 was determined by discounting future payments under multiple probability-weighted scenarios using the Company’s cost of borrowing, which was estimated at 12.53 % based on published CCC-rated corporate bond yields.

In connection with the private placement discussed in Note 7.

S tockholders’ Equity , the Company waived the Note Receivable due from GeneFab.

Thus, the value of the GeneFab Note Receivable as of December 31, 2024 was zero .

GeneFab Option

The following table presents a summary of the changes in the fair value of the GeneFab Option (in thousands):

Fair Value Measurements .

GeneFab Option

Fair value as of December 31, 2023

Change in fair value included in other income (expense) 6,331

Fair value as of December 31, 2024

The fair value of the GeneFab Option is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

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

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

The significant assumptions utilized in the valuation as of December 31, 2023 are described below:

Current stock price $ 6.60

Expected volatility 98.1 %

Risk-free interest rate 4.12 %

Expected term (years) 2.5

GeneFab Economic Share

The following table presents a summary of the changes in the fair value of the GeneFab Economic Share (in thousands):

GeneFab Economic Share

Fair value as of December 31, 2023

Change in fair value included in other income (expense) ( 1,816 )

Fair value as of December 31, 2024

The fair value of the GeneFab Economic Share is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

The Company elected to account for the GeneFab Economic Share under the fair value option in ASC 825, with changes in fair value reported as a component of other income (expense) in the consolidated statements of operations and comprehensive loss.

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 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.

The significant assumptions utilized in the valuation as of December 31, 2023 are described below:

GeneFab equity value (in thousands)

Volatility 65.8 %

Risk free rate 3.93 %

Expected term 4

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Additional Closing Option

The following table presents a summary of the changes in the fair value of the additional closing option (“Preferred Stock Tranche Liability”) (in thousands):

Preferred Stock Tranche Liability

Initial recognition as of December 9, 2024

Change in fair value included in other income (expense) ( 13,404 )

Fair value as of December 31, 2024 (prior to option exercise)

Exercise of underlying option on December 31, 2024

Fair value as of December 31, 2024

The fair value of the Preferred Stock Tranche Liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

The Company initially estimated the fair value of the preferred stock tranche liability using the Black-Scholes option pricing model with an expected term of 0.06 years, the fair value of the Series A redeemable convertible preferred stock of $ 5.74 , expected volatility of 100.0 %, a probability of exercise of the tranche at virtually 100 % and risk-free interest rate of 4.42 % as of December 9, 2024.

On December 31, 2024, the option was exercised to acquire the additional shares per the private placement (refer to Note 7.

Stockholders’ Equity for additional information);

accordingly, the Company used the fair value of the Series A redeemable convertible preferred stock of $ 3.09 to remeasure the preferred stock tranche liability immediately prior to the exercise of the option.

GeneFab was granted an option to purchase up to 1,963,344 shares (i.e.

up to $ 20.0 million worth) of the Company’s common stock at a per share purchase 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 the outstanding shares of the Company’s common stock as of August 7, 2023.

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, Derivatives and Hedging .

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

As of December 31, 2025 and 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 consolidated statements of operations and comprehensive loss.

Refer to Note 10 .

Fair Value Measurements .

Consolidation and Related Party

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.

The Company performed a qualitative analysis at each reporting date to determine if it is the primary beneficiary of GeneFab.

Based on this assessment, the Company has determined that it does not have the power to direct the activities of GeneFab that most significantly impact GeneFab’s economic performance.

Accordingly, the Company has concluded that it is not the primary beneficiary and therefore does not consolidate GeneFab.

There were no material changes to the Company’s involvement with GeneFab during the years ended December 31, 2025 and 2024 that would have resulted in a change to this conclusion.

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 .

Other Financial Statement information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Prepaid expenses (including prepaid rent) $ 1,321 $ 2,546

Prepaid expenses and other current assets consisted of the following:

(in thousands) 2025 2024

Prepaid expenses $ 1,340 $ 1,321

Deposits 315 335

Other 584 195

Total prepaid expenses and other current assets $ 1,655 $ 2,240

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

Lab equipment $ 7,550 $ 8,186

Property and equipment, net consisted of the following:

(in thousands) 2025 2024

Leasehold improvements (1)

Computer equipment and software 299 360

$ 17,748 $ 22,660

Lab equipment 7,565 7,550

Furniture and fixtures 331 331

Computer equipment and software 299 299

Property and equipment at cost 25,943 30,840

1 unchanged sentence

Property and equipment, net $ 12,886 $ 21,289

Buildout of the current good manufacturing practice (cGMP) facility in Alameda was completed in June 2023 and the assets were placed in service.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

As a result of the change in the manner in which the Company expects to recover the assets associated with the lease on the Alameda facility (refer to Note 3.

GeneFab Transaction ), the ROU asset and the related leasehold improvements became a separate asset group for the purposes of long-lived asset impairment assessment as of August 7, 2023.

This asset group reassessment triggered a need to perform an impairment analysis.

The Company concluded that the asset group was not recoverable, as the carrying value of the asset group was less than the sum of undiscounted net cash flows expected to be generated from the use of the asset group.

The Company tested the asset group for impairment and recognized an impairment loss in the amount of $ 25.7 million during the year ended December 31, 2023, representing the difference between the carrying value of the asset group of $ 54.6 million and its estimated fair value of $ 28.9 million, determined based on the discounted cash flows expected to be generated from the use of the asset group through the sublease.

Further, the Company determined that the individual fair value of the ROU asset within the asset group exceeded its carrying value as of the impairment testing date.

Accordingly, the Company allocated the entire impairment loss to the leasehold improvements associated with the Alameda lease.

The adjusted carrying value of the leasehold improvements of $ 20.1 million will be amortized under the existing accounting policy under ASC 842, Leases (“ASC 842”) on a straight-line basis over the remaining lease term.

Depreciation totaled $ 3.8 million and $ 3.4 million for the years ended December 31, 2024 and 2023, respectively.

(1) For the year-ended December 31, 2025, the Company recognized an impairment charge of $ 4.9 million for the leasehold improvements associated with its Alameda facility.

See Note 5 for additional information.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

Accrued professional and service fees other $ 3,410 $ 3,555

Accrued employee-related expenses 2,542 2,363

Other accrued expenses 319 9

Accrued expenses and other current liabilities consisted of the following:

(in thousands) 2025 2024

Accruals related to:

Employee-related expenses $ 2,365 $ 2,542

Clinical trials 2,070 763

Professional and other service fees 846 2,647

Other current liabilities 73 433

Total accrued expenses and other current liabilities $ 5,354 $ 6,385

Other Non-current Liabilities

Other non-current liabilities consisted of the following:

(in thousands) 2025 2024

Liabilities associated with CIRM Grant $ 7,950 $ 4,900

Other 149 149

Total other non-current liabilities $ 8,099 $ 5,049

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 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 and is required to provide CIRM timely progress and financial update reports.

Under the terms of the CIRM Grant, the Company is obligated to pay royalties and licensing fees based on 0.1 % of net commercial revenue of CIRM-funded product candidates or CIRM-funded technology for every $ 1.0 million

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

of CIRM funding received.

These payments would commence upon the first commercial sale of an applicable product and continue for either 10 years from such first commercial sale or until the total royalties paid equal nine times the original CIRM Grant, whichever occurs first.

If no CIRM-funded products are commercialized, no royalty or licensing fee payments would be due.

As an alternative to revenue sharing, the Company has the option to convert the CIRM Grant to a loan.

As of December 31, 2025, the Company has not elected to convert the CIRM Grant to a loan.

In the event the Company exercises its right to convert the CIRM Grant to a loan, the Company would be obligated to repay the loan within 10 business days of making such election.

Repayment amounts vary dependent upon the phase of clinical development of SENTI-202 at the time of the Company’s election, ranging from 80 % to 100 % plus interest at 10 % plus the 90-day Secured Overnight Financing Rate.

As presented in the table above, the Company received an aggregate of $ 8.0 million and $ 4.9 million from the CIRM Grant as of December 31, 2025 and 2024, respectively.

Operating Leases

Lessee Accounting

The Company’s operating leases are primarily for its 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 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.

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 .

The exercise of these renewal options is not recognized as part of the ROU assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain.

The Alameda lease provided for a tenant improvement allowance of up to $ 17.5 million for the costs relating to the design, permitting and construction of the improvements, and were fully disbursed by the landlord as of December 31, 2023.

The Company was deemed to be the accounting owner of the tenant improvements primarily because the Company is the principal in the construction and design of the assets, is responsible for costs overruns and retains substantially all economic benefits from the leasehold improvements over their economic lives .

Accordingly, the tenant improvement allowance was considered an incentive and was deducted from the initial measurement of the ROU asset and lease liability.

The Company estimated the timing of tenant improvement

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

reimbursements at the lease commencement date and upon receipt of the cash incentives, the Company recognized the cash received as an increase in the lease liability.

A summary of total lease costs and other information for the period relating to the Company’s operating leases is as follows (in thousands):

Years Ended December 31,

The exercise of these renewal options is not recognized as part of the right-of-use assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain.

Lease costs are summarized as follows:

Year Ended December 31,

(in thousands) 2025 2024

Operating lease cost $ 5,123 $ 5,236

Short-term lease cost 34 73

Variable lease cost (1)

Short-term lease cost 22 34

Total lease cost $ 6,173 $ 6,310

(1) Variable lease costs comprise primarily of common area maintenance charges for the operating leases, which is dependent upon usage.

These costs are classified as operating lease expenses due to the election to not separate lease and non-lease components.

These costs were not included within the measurement of the Company’s operating lease ROU assets and operating lease liabilities.

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

Years Ended December 31,

Other information:

Operating cash flows net outflows from operating lease $ ( 7,252 ) $ ( 2,922 )

ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives) $ — $ ( 5 )

Weighted-average remaining lease term 6.7 years 7.5 years

(in thousands) 2025 2024

Operating cash flows from operating leases $ ( 7,478 ) $ ( 7,252 )

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

December 31, 2025

Weighted-average remaining lease term (years) 6.0

Weighted-average discount rate 9.2 %

During the year ended December 31, 2023, the Company received the remaining $ 3.4 million, of the $ 17.5 million tenant improvement allowance.

Maturities of the Company’s lease liabilities as of December 31, 2024, were as follows (in thousands):

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

As of December 31, 2025, maturities of lease liabilities were as follows:

(in thousands)

Thereafter 9,379

2 unchanged sentences

Total lease liabilities $ 28,891

Letters of Credit

As of December 31, 2024, the Company held a letter of credit held with JPMorgan Chase Bank in the amount of approximately $ 2.9 million related to the Alameda facility and a letter of credit with JPMorgan Chase Bank in the amount of approximately $ 0.5 million related to our HQ facility lease which are recorded as restricted cash in the consolidated balance sheets as of December 31, 2024 and December 31, 2023.

Impairment of Long-lived Assets

During the year ended December 31, 2025, the Company 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, 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 primary asset within the asset group to the carrying amount of the asset group.

As part of this analysis, new information obtained during the subsequent event period provided additional evidence relevant to the measurement of the cash flows associated with the asset group.

Specifically, this was a result of the Lease Amendment and associated agreements entered into on March 17, 2026.

Refer to Note 15 .

Subsequent Events for additional information of the Lease Amendment and associated agreements.

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

The fair value of the primary asset within 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.

This fair value measurement represents a non-recurring measurement and was classified as a Level 3 measurement within the fair value hierarchy under ASC 820, Fair Value Measurement , as it is based on significant unobservable inputs, including projected cash flows and the selected discount rate.

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.

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 year ended December 31, 2024.

Lessor Accounting

GeneFab Sublease - Related Party

GeneFab Subleases - Related Party ( Note 12 )

On August 27, 2023, the Company entered into a sublease with GeneFab to sublease the facility included in the Alameda lease, expiring in September 2032.

The facility supports the clinical manufacturing of the Company’s

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

In connection with the GeneFab transaction, on August 7, 2023, the Company entered into a sublease with GeneFab to sublease the facility included in the Alameda lease, expiring in September 2032.

Total sublease income to be earned from this operating lease, in aggregate, will be approximately $ 44.1 million over the term of the sublease agreement.

On June 12, 2024, the Company entered into a sublease with GeneFab for a portion of the Company’s corporate headquarter premises in South San Francisco.

Total sublease income to be earned from this operating lease, in aggregate, will be approximately $ 1.3 million over the term of the sublease agreement.

chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202.

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

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 were approximately $ 1.3 million.

During the three months ended September 30, 2025, the Company determined that collectibility of certain rent payments under its 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.

As a result, for the three months ended September 30, 2025, the Company reversed $ 3.3 million of previously recognized sublease income in accordance with ASC 842 and will recognize future lease income only as payments are received.

As of December 31, 2025, based on the lease amendments mentioned in Note 15 .

Subsequent Events, the sublease income amounts were deemed probable and subsequently recognized.

Refer to Note 15 .

Related Parties for GeneFab related party considerations.

Subsequent Events for additional information.

Alameda Lease Default

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

In September 2025, the Company received a notice of default from the landlord of the Alameda lease, and the Company was in 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 approximately $ 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.

Subsequent to year end, the default no longer exists as a result of the Lease Amendment entered into with the Landlord.

Refer to Note 15 .

Subsequent Events .

BKPBIOTECH and JLSA2 Therapeutics Sublease

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

and JLSA2 Therapeutics, Inc., to sublease a portion of the Company’s corporate headquarter premises in South San Francisco.

The sublease commenced on October 7, 2024, and will expire on April 30, 2027.

Total sublease income to be earned from this operating lease, in aggregate, will be approximately $ 1.1 million over the term of the sublease agreement.

The Company subleased a portion of the Company’s HQ lease to BKPBIOTECH, Inc.

and JLSA2 Therapeutics, Inc.

The subleases commenced in October 2024 and will expire on April 30, 2027.

Total undiscounted payments to be received by the Company over the term of the HQ lease sublease were approximately $ 1.4 million.

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

Pursuant to ASC Topic 842, Leases , the Company concluded that the sublease is a separate lease and it qualifies as an operating lease.

As a result of sublease, the Company identified an impairment indicator related to the HQ Lease.

The Company compared the estimated undiscounted cash flows to the carrying value of the asset group, which includes right-of use assets and leasehold improvements allocable to the sublease.

The Company concluded that the carrying value of the asset group was not recoverable as it exceeded the estimated undiscounted cash flows.

The Company calculated the amount of impairment using a discounted cash flow model to calculate the fair value of the asset group which incorporated the net identifiable cash flows for the term of sublease, including an estimate for cash flows in the residual period, and an estimated borrowing rate of a market participant subtenant.

The impairment charge of $ 0.3 million was recorded as impairment of long-lived assets in the statement of operations and comprehensive loss for the year ended December 31, 2024.

Maturities of the Company’s sublease payments for the subleases of both Alameda facility and corporate headquarter premises as of December 31, 2024, were as follows (in thousands):

In March 2026, the sublease was amended to expand the premises leased by BKPBIOTECH, Inc.

and JLSA2 Therapeutics, Inc.

within the Company’s headquarters, with the related increase in sublease rent effective April 2026.

As a result, as of December 31, 2025, the Company’s future sublease payments are expected to be approximately $ 1.4 million.

As of December 31, 2025, maturities of the Company’s sublease payments were as follows:

(in thousands)

Thereafter 8,070

Total undiscounted sublease payments $ 33,988

A summary of total sublease income for the period relating to the Company’s operating leases is as follows (in thousands):

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

As a result, the Company’s future sublease payments are expected to be approximately $ 21.7 million.

Refer to Note 15 , Subsequent Events.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

A summary of total sublease income was as follows:

Years Ended December 31,

(in thousands) 2025 2024

Sublease income - base rent $ 4,550 $ 5,170

$ 5,170 $ 2,005

Sublease income - variable and other

$ 1,438 $ 318

Sublease income - variable 1,703 1,438

Total sublease income (1)

$ 6,253 $ 6,608

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

(1) For the year ended December 31, 2025, $ 5.4 million was recorded in GeneFab sublease income - related party on the consolidated statement of operations, and $ 0.8 million was recorded in other income on the consolidated statement of operations.

For the year ended year ended December 31, 2024, $ 6.4 million was recorded in GeneFab sublease income - related party on the consolidated statement of operations, and $ 0.2 million was recorded in other income on the consolidated statement of operations.

Stockholders’ Equity

1 unchanged sentence

The holders have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares.

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.

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

Through December 31, 2025, no cash dividends have been declared or paid.

As of December 31, 2024 and December 31, 2023, the Company’s certificate of incorporation authorized the Company to issue 500,000,000 shares of common stock at a par value of $ 0.0001 per share.

Each share of common stock is entitled to one vote.

The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s Board of Directors.

As of December 31, 2024 and December 31, 2023, no dividends have been declared.

On July 10, 2024, the Board approved a reverse stock split of the common stock at a ratio of 1-for-10, $ 0.0001 par value.

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.

Effective as of 5:00 p.m.

4 unchanged sentences

Trading of the Company’s common stock on the Nasdaq Capital Market commenced on a split-adjusted basis as of market open on July 18, 2024, under the existing trading symbol “SNTI.”

At December 31, 2024 and December 31, 2023, the Company has reserved shares of its common stock for future issuance as follows:

Series A redeemable convertible preferred stock 21,157,000 —

Common Stock Purchase Agreement 484,944 732,704

Common stock options issued and outstanding 1,333,030 1,158,294

Restricted stock units outstanding 56,423 22,528

Performance stock units outstanding 106,806 —

Common stock shares available for future issuance under equity plans 270,907 367,228

Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the "ESPP") 79,387 33,632

Contingent earnout common stock 100,000 200,000

GeneFab Option 1,963,344 1,963,344

Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock 31,735,500 —

Unvested early exercised common stock 422 5,486

Total 57,287,763 4,483,216

Common Stock Purchase Agreement

On August 31, 2022, the Company entered into a Common Stock Purchase Agreement and a Registration Rights Agreement, which was amended and restated on July 16, 2024 (collectively referred to as the “A&R

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Purchase Agreement”) with Chardan Capital Markets LLC (“Chardan”).

Pursuant to the Purchase Agreement, the Company had the right, in its sole discretion, to sell to Chardan up to the lesser of (i) $ 50.0 million of newly issued shares of the Company’s common stock, and (ii) the Exchange Cap (as defined below) (subject to certain conditions and limitations), from time to time during the 36 -month term of the Purchase Agreement.

Under the applicable NASDAQ rules, the Company was prohibited from issuing to Chardan under the Purchase Agreement more than 872,704 shares of common stock, which number of shares is equal to 19.99 % of the common shares outstanding immediately prior to the execution of the Purchase Agreement unless certain exceptions are met (the “Exchange Cap”).

The purchase price of the shares of common stock will be determined by reference to the Volume Weighted Average Price (“VWAP”) of the common stock during the applicable purchase date, less a fixed 3 % discount to such VWAP.

However, the total shares to be purchased on any day may not exceed 20 % of the trading volume, and the total purchase price on any day may not exceed $ 3.0 million.

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

On July 16, 2024, the Company amended and restated the Purchase Agreement (“A&R Purchase Agreement”) with Chardan to update the volume weighted average price purchase mechanics of the equity facility to permit Intraday VWAP Purchases (as defined in the A&R Purchase Agreement).

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

The Company has issued 384,313 shares of common stock to Chardan under the agreement, with aggregate net proceeds of $ 3.0 million.

The shares issued during the years ended December 31, 2024 and December 31, 2023 were 244,313 and 100,000 , respectively.

Contingent Earnout Equity

Following the closing of the Merger, former holders of Legacy Senti common stock and preferred stock may receive up to 200,000 additional shares of the Company’s common stock in the aggregate, in two equal tranches of 100,000 shares of common stock per tranche.

The first and second tranches are issuable if the closing volume weighted average price (“VWAP”) per share of common stock quoted on the Nasdaq (or the exchange on which the shares of common stock are then listed) is greater or equal to $ 15.00 and $ 20.00 , respectively over any twenty trading days within any thirty-day trading period.

The first tranche term is two years from the closing of the Merger (the “First Tranche Term”) and the second tranche term is three years from the closing of the Merger (the “Second Tranche Term”) and together with the First Tranche Term, the “Tranche Terms”).

If there is a change of control within the applicable Tranche Term-following the closing of the Merger that results in a per share price equal to or in excess of the $ 15.00 and $ 20.00 share price milestones not previously met, then the Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock.

The $ 15.00 share price milestone for the first tranche was not satisfied during the First Tranche Term and any such rights to receive the first tranche of additional shares of the Company’s common stock have been cancelled and extinguished.

Contingent earnout was accounted at fair value and classified as a liability in the Company’s consolidated financial statements.

The Company recognized a $ 0.2 million gain for the change in fair value of contingent earnout liability for the year ended December 31, 2023.

The Company determined that the fair value of the Contingent Earnout Liability was zero as of December 31, 2024, due to the low probability of the remaining tranche terms being met, as such the Company recognized a nominal gain for the change in fair value of the Contingent Earnout Liability for the year ended December 31, 2024.

Redeemable Convertible Preferred Stock

As of December 31, 2024 and December 31, 2023, the Company’s certificate of incorporation authorized the Company to issue 10,000,000 shares of undesignated preferred stock at a par value of $ 0.0001 per share.

In connection with the close of the Merger, the Company’s Amended and Restated Certificate of Incorporation provides the Company’s Board of Directors with the authority to issue $ 0.0001 par value preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, by adopting a

2025 ATM Agreement

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.

Under the 2025 ATM Agreement, the Company is 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 the Company’s instructions, including any price, time or size limits specified by the Company.

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 year ended December 31, 2025, the Company 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.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

resolution and filing a certification of designations.

Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions.

As of December 31, 2024 and December 31, 2023, the Company had convertible preferred stock as follows (in thousands except shares):

December 31, 2024

Shares Authorized Shares Issued and Outstanding

Net Carrying Value

Aggregate Liquidation Preference

Series A 21,200 21,157 $ 25,106 $ 147,647

Total 21,200 21,157 $ 25,106 $ 147,647

Common Stock Purchase Agreement

On August 31, 2022, the Company and Chardan Capital Markets LLC (“Chardan”) entered into a Common Stock Purchase Agreement and a Registration Rights Agreement, which was amended and restated on July 16, 2024 to update the volume weighted average price purchase mechanics of the equity facility to permit Intraday Volume Weighted Average Price (“VWAP”) Purchases (collectively referred to as the “A&R Purchase Agreement”).

Pursuant to the A&R Purchase Agreement, the Company had the right, in its sole discretion, to sell to Chardan up to the lesser of (i) $ 50.0 million of newly issued shares of the Company’s common stock, and (ii) the Exchange Cap (as defined below) (subject to certain conditions and limitations), from time to time during the 36 -month term of the A&R Purchase Agreement.

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

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

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 year ended December 31, 2025, no shares were issued under the A&R Purchase Agreement.

For the year ended December 31, 2024, 244,313 shares were issued under the A&R Purchase Agreement.

Private Placement

The Company’s Board of Directors has the authority to issue $ 0.0001 par value preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designation.

Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions.

On December 2, 2024, the Company entered into a securities purchase agreement with certain investors in which the Company 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.

4 unchanged sentences

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.

Subject to the terms and limitations contained in the Certificate of Designation, the Series A redeemable convertible preferred stock issued in the Offering will not become convertible until the Company’s stockholders approve (i) the issuance of all common stock issuable upon conversion of the Series A redeemable convertible preferred stock and (ii) the issuance of the Warrant Shares upon exercise of the Warrants (collectively, the “Stockholder Approval”).

On the first trading day following the announcement of the Stockholder Approval, the Company may, at its option, cause each share of Series A redeemable convertible preferred stock to convert 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.

Additionally, subject to the terms and limitations in the Certificate of Designation, if the Company has not elected to convert the Series A redeemable convertible preferred stock, then at the option of each individual holder of Series A redeemable convertible preferred stock, each share of the Series A redeemable convertible preferred stock held by such holder, not otherwise converted, shall be convertible into the applicable number of shares of common stock at the Conversion Price.

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 $ 35.2 million, net of issuance costs of $ 2.4 million.

Additionally, pursuant to the terms of the securities purchase agreement, a certain investor had 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 (“Additional Closing Option”).

This Additional Closing Option was determined to be a liability under ASC 480 and was recorded as the Preferred Stock Tranche Liability at fair value of $ 19.0 million upon issuance.

Refer to Note 4.

Fair Value Measurements .

On December 31, 2024, the Company closed the second tranche of the Offering, in which the Company issued 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of

As of December 31, 2025, there had been no Warrant exercise.

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.

Additionally, an investor had 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 (“Second Tranche”).

On December 31, 2024, the Company closed the Second Tranche of the Offering, in which the Company issued 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock for aggregate net proceeds of $ 9.9 million, net of issuance costs of $ 0.1 million.

On March 6, 2025, at a special meeting of the Company’s stockholders (the “Special Meeting”), the Company’s stockholders approved the issuance of common stock in accordance with Nasdaq Listing Rule 5635 upon (i) conversion of Series A redeemable convertible preferred stock and (ii) the exercise of warrants to purchase shares of common stock.

Subsequently, on March 10, 2025, the Company 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 Consolidated Financial Statements

common stock for $ 9.9 million, net of issuance costs of $ 0.1 million.

As a result of the exercise of the Additional Closing Option, the Preferred Stock Tranche Liability was remeasured to its fair value of $ 5.6 million immediately prior to the closing of the second tranche and the carrying value of the Preferred Stock Tranche Liability was reclassified to Series A redeemable convertible preferred stock subsequent to the closing.

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 (the “Conversion Price”), subject to the terms and limitations contained in the Certificate of Designation.

Dividend Rights

13 unchanged sentences

Liquidation Rights

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock of the Company, an amount in cash equal to the three times the original per share price.

On August 3, 2024, the Company executed an agreement with CIRM for a total grant award of $ 8.0 million 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 that are primarily based on patient enrollment in the Company’s SENTI-202 clinical trial.

Under the terms of the CIRM Grant, the Company has certain obligations of co-funding up to $ 4.8 million and is required to provide CIRM timely progress and financial update reports.

This payment continues for either 10 years from the first commercial sale of the drug product or until the total royalties paid equal nine times the original CIRM Grant.

As an alternative to revenue sharing, the Company has the option to convert the CIRM Grant to a loan.

In the event the Company exercises its right to convert the CIRM Grant to a loan, the Company would be obligated to repay the loan within 10 business days of making such election.

As of December 31, 2024, the Company has received an aggregate of $ 4.9 million which was recorded as other liabilities, net of current portion in the consolidated balance sheets.

The Company’s revenue earned in the year ended December 31, 2023 consists of amounts received related to research services provided.

The Company earned no revenue in the year ended December 31, 2024.

Contract Revenue

In April 2021, the Company entered into a research collaboration and license agreement with Spark Therapeutics, Inc.

Under the agreement, the Company was responsible for a research program, which includes designing, building and testing five cell type specific-synthetic promoters for use in developing certain gene therapies using the Company’s proprietary technology.

The Company received an upfront payment from Spark of $ 3.0 million and Spark was obligated to reimburse the Company for costs and expenses incurred for the research program.

The Company expected to complete the research program over a two-year period.

The Company assessed this agreement in accordance with ASC 606, Revenue Recognition (“ASC 606”) and concluded that the contract counterparty, Spark, is a customer.

The Company identified only one combined performance obligation in the agreement, which is to perform research services, the related joint research plan and committees for the five specified promoters.

The Company determined that the research activities for each of the five promoters are not distinct given there is one single research plan that is performed by the same research team and research results for one promoter may provide insights for other promoters.

Pursuant to the agreement, once the research program is completed and the Company delivers a data package to Spark, Spark has 24 months (the “Evaluation Period”) to determine whether Spark will exercise its options to obtain field-limited, royalty-bearing licenses to develop, manufacture and commercialize promoters corresponding to each of the five specified promoters being researched.

For each licensed promoter option that is exercised, the Company is eligible to receive a license fee, potential research, development and commercial milestone payments and royalties on product sales.

Spark may generally terminate the agreement upon 90 days prior written notice or 180 days prior written notice if the licensed promoter is in clinical trials or is being commercialized at the time of termination.

The Company evaluated Spark’s optional rights to license, develop, manufacture and commercialize each of the promoter profiles to determine whether they provide Spark with any material rights to purchase the promoter licenses at an incremental discount.

The Company’s proprietary technology used to develop the promoters is in the early stages of development, so technological feasibility and probability of developing a product is highly uncertain.

As a result, determining the SSP for the optional rights is subject to significant judgment.

Given the subjectivity

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

associated with determining the SSP for the right to a future license related to unproven technology at contract inception, the Company also evaluated whether the contract consideration associated with the research services represents the SSP for those services.

The Company determined the transaction price, inclusive of the upfront payment and reimbursement of costs and expenses incurred for the research program, is commensurate with SSP for the research being conducted given the specialized nature and reliance on proprietary technology.

Based on the Company’s assessment of the optional consideration and the qualitative factors of feasibility and probability of development combined with the quantitative assessment that research services are priced at their SSP, the Company concluded that the license option does not provide Spark with an incremental discount and therefore does not constitute a material right.

The transaction price associated with the research services in this agreement consists of the fixed upfront amount of $ 3.0 million and variable consideration.

For Spark collaboration agreement, the Company recognized the transaction price as research and development services were provided, using a cost-based input method to measure the progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period.

The Company believes that the cost-based input method is the best measure of progress because other measurements would not reflect how the Company transfers the control related to the performance obligation to our customers.

In December 2022 and May 2023, the Company amended the research collaboration and license agreement with Spark to allow for an increase in budget and an extension of the research program.

As there were no changes to performance obligations and the services to be provided are not distinct from those already transferred, the transactions were accounted for as a contract modifications

In July 2023, the Company completed the research program under the research collaboration and license agreement with Spark and the remaining upfront payment was recognized.

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

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 the 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, 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 $ 156.0 million, as well as certain tiered royalty payments.

For the year ended December 31, 2023, the Company recorded revenue, which was previously included in the deferred revenue at the beginning of each period, of $ 0.8 million.

No revenue was recorded for the year ended December 31, 2024.

In 2021, the Small Business Innovation Research (“SBIR”) awarded the Company a grant in the amount of $ 2.0 million over two years subject to meeting certain terms and conditions.

The purpose of the grant is to support the further development of SENTI-202 for acute myeloid leukemia towards clinical development.

Grant income was recognized when qualified research and development costs were incurred and the Company obtained reasonable assurance that the terms and conditions of the grant were met.

In August 2023, the Company completed the research and development project which was the subject of the SBIR grant.

For the year ended December 31, 2023, the Company recorded $ 0.6 million grant income.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Entity-wide information

For the year ended December 31, 2023, Customers A and B accounted for 77 % and 23 %, of revenue respectively.

All revenues were generated in the United States.

No revenue was recorded for the year ended December 31, 2024.

Segment Reporting

The Company views operations and manages the business as one operating and reportable segment, which is the research and development of the Company’s gene circuit platform.

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

This decision making process reflects the way in which financial information is regularly reviewed and used by the CODM to review budgets and trial related data, decides how to allocate resources and evaluate performance.

The CODM assesses financial performance based on consolidated net loss.

The CODM utilizes consolidated net loss by comparing actual results against budgeted amount on a quarterly basis.

As part of this process, consolidated net loss is used as a measure of profit or loss in allocating resources and assessing segment performance.

The CODM reviews cash and cash equivalents as a measure of segment assets.

As of December 31, 2024 and 2023, the Company’s cash and cash equivalents were $ 48.3 million and $ 35.9 million, respectively.

A summary of the segment loss, including significant expenses, is as noted in the table below (in thousands).

Contract revenue $ — $ 1,978

Grant income — 583

Total revenue $ — $ 2,561

Operating expenses

Research and development:

External services and supplies $ 20,795 $ 13,247

Personnel related expenses 7,694 10,508

Facilities and other 4,889 7,303

General and administrative:

Personnel related expenses 8,379 23,117

External services and supplies 7,624 6,930

Facilities and other 7,507 4,821

Depreciation and amortization 3,838 3,400

Impairment of long-lived assets 313 25,962

Total operating expenses 61,039 95,288

Loss from operations ( 61,039 ) ( 92,727 )

Interest income 948 2,864

Sublease income 6,449 2,323

Other income, net 852 4,134

Segment net loss from continuing operations $ ( 52,790 ) $ ( 83,406 )

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, including a change of control transaction, or deemed liquidation event (any such event, a “Liquidation”) the holders of shares of Series A redeemable convertible preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock of the Company, an amount in cash equal to the three times the original per share price.

The Company had no redeemable convertible preferred stock authorized or outstanding as of December 31, 2025.

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

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Net income from discontinued operations $ — $ 12,348

Consolidated net loss $ ( 52,790 ) $ ( 71,058 )

December 31, 2024

(In thousands, except share amounts) Shares Authorized Shares Issued and Outstanding

Net Carrying Value

Aggregate Liquidation Preference

Series A 21,200 21,157 $ 25,106 $ 147,647

Total 21,200 21,157 $ 25,106 $ 147,647

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

December 31 December 31

Stock options issued and outstanding 4,863,455 1,333,030

Restricted stock units outstanding 1,101,825 56,423

Common stock shares available for future issuance under equity plans 2,583,937 270,907

Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”) 127,681 79,387

GeneFab Option 1,963,344 1,963,344

Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock 31,735,500 31,735,500

Performance stock units outstanding — 106,806

Unvested early exercised common stock — 422

Contingent earnout common stock — 100,000

Common Stock Purchase Agreement — 484,944

Series A redeemable convertible preferred stock — 21,157,000

Total 42,375,742 57,287,763

Stock-based Compensation

2016 Stock Incentive Plan (as Amended and Restated)

2016 Stock Incentive Plan (the “2016 Plan”)

The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provides for the grant of incentive stock options, non-qualified stock options and restricted stock awards to employees, directors, and consultants of the Company.

Stock options granted under the 2016 Plan generally vest over four years and expire no later than ten years after the grant date.

Following the Merger, the 2016 Plan was terminated.

No additional stock awards will be granted under the 2016 Plan.

All awards previously granted and outstanding as of the effective date of the Merger, were adjusted to reflect the impact of the Merger, but otherwise remain in effect pursuant to their original terms.

The shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan.

2022 Stock Incentive Plan

On June 8, 2022, upon the Merger, the Company adopted a 2022 Stock Incentive Plan (the “2022 Plan”).

The 2022 Plan provides for the grant of incentive stock options to employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants.

The exercise price of an options granted under the 2022 Plan shall not be less than the fair market value of a common stock share on the date of grant.

The 2016 Plan was terminated in 2022, and no additional stock awards will be granted under the 2016 Plan.

2022 Equity Incentive Plan ( the “2022 EIP”)

The Company adopted the 2022 EIP in June 2022.

The 2022 EIP provides for the grant of incentive stock options to employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants.

The exercise price of an options granted under the 2022 EIP shall not be less than the fair market value of a common stock share on the date of grant.

With respect to a 10 % stockholder, the exercise price of an option granted shall not be less than 110 % of the fair value of the common stock share on the date of grant.

Options granted under the 2022 Plan generally vest over four years and expire no later than ten years after the grant date.

The Company initially reserved 249,273 shares of common stock for issuance under the 2022 Plan.

On the first day of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 5 % of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase.

In addition, the shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan.

As of December 31, 2024, the total number of shares of common stock available for issuance under the 2022 Plan is 146,809 .

2022 Inducement Plan

On August 5, 2022, the Company adopted a 2022 Inducement Plan (the “2022 Inducement Plan”).

The 2022 Plan provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards,

Options granted under the 2022 EIP generally vest over four years and expire no later than ten years after the grant date.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

restricted stock unit awards, performance awards and other forms of awards to persons not previously an employee of the Company and its affiliates.

The exercise price of an options granted under the 2022 Inducement Plan shall not be less than the fair market value of a common stock share on the date of grant.

Stock options granted under the 2022 Inducement Plan generally vest over four years and expire no later than ten years after the grant date.

The Company initially reserved 200,000 shares of common stock for issuance under the 2022 Inducement Plan.

As of December 31, 2024, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 124,098 .

2022 Employee Stock Purchase Plan

On June 8, 2022, upon the Merger, the Company adopted a 2022 Employee Stock Purchase Plan (the “ESPP”).

The Company initially reserved 249,273 shares of common stock for issuance under the 2022 EIP.

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 December 31, 2025, the total number of shares of common stock available for issuance under the 2022 EIP is 460,974 .

2022 Inducement Plan (the “2022 IN”)

The Company adopted the 2022 IN in August 2022.

The 2022 IN provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to persons not previously an employee of the Company and its affiliates.

The exercise price of an options granted under the 2022 IN shall not be less than the fair market value of a common stock share on the date of grant.

Stock options granted under the 2022 IN generally vest over four years and expire no later than ten years after the grant date.

The Company initially reserved 200,000 shares of common stock for issuance under 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 December 31, 2025, the total number of shares of common stock available for issuance under the 2022 IN is 2,122,963 .

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

The Company adopted the 2022 ESPP in June 2022.

The 2022 ESPP allows eligible employees to purchase shares of the Company's common stock at a price equal to 85 % of the lower of the fair market values of the stock on the first day of an offering or on the date of purchase.

The Company’s ESPP operates with rolling offering periods, which are generally 24 months.

The 2022 ESPP operates with rolling offering periods, which are generally 24 months.

On November 15, 2023, upon termination of the then-current offering period in accordance with the terms of the 2022 ESPP, the Company suspended the2022 ESPP and no new offering periods may commence under the 2022 ESPP until such time as later authorized by the Company.

The Company initially reserved 59,258 shares of common stock for issuance under the 2022 ESPP.

On the first day of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 1 % of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase.

On the first day of each year commencing January 1, 2023, the 2022 ESPP will automatically increase by 1 % of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase.

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 December 31, 2025, the total number of shares of common stock available for issuance under the 2022 ESPP is 127,681 .

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Stock Options

The following table summarizes the Company’s stock option activity and related information under all equity plans, excluding performance and market awards:

The following table summarizes the Company’s stock option activities and related information under all equity plans, excluding performance awards:

Number of Options Weighted-Average Exercise Price Weighted-Average

3 unchanged sentences

Granted 3,651,681 $ 3.77

Exercised ( 92 ) $ 4.57

Forfeited ( 114,899 ) $ 9.91

1 unchanged sentence

4,479,301 $ 4.99 8.8 $ —

Vested and exercisable at December 31, 2024

Exercisable at December 31, 2025

1,182,117 $ 7.97 8.3 $ —

The weighted-average grant date fair value of options granted during the years ended December 31, 2024 and 2023 were $ 5.79 and $ 11.40 , respectively.

The aggregate intrinsic value of options exercised during the years ended December 31, 2024 and 2023 were $ 1.2 million and zero , respectively.

As of December 31, 2024 and 2023, the unrecognized stock-based compensation expense related to stock options was approximately $ 2.7 million and $ 5.2 million respectively, expected to be recognized over a weighted-average period of 2.8 years and 2.16 years respectively.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Early Exercise of Stock Options into Restricted Stock

For the years ended December 31, 2024 and 2023, the Company issued zero shares of common stock upon exercise of unvested stock options.

As of December 31, 2024 and December 31, 2023, 422 and 5,486 shares were held by employees subject to repurchase at a nominal aggregate price and an aggregate price of $ 0.1 million, respectively.

The total intrinsic value of the options exercised during the year ended December 31, 2024 was $ 1.2 million.

The weighted-average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $ 2.60 and $ 5.79 , respectively.

As of December 31, 2025, there was $ 8.2 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 1.4 years.

Performance Awards

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352,586 $ 99.20 6.0 $ —

Vested and exercisable at December 31, 2024

Exercisable at December 31, 2025

310,850 $ 99.20 6.0 $ —

As of December 31, 2024, the unrecognized stock-based compensation expense related to performance awards was approximately $ 0.7 million, expected to be recognized over a weighted-average period of 0.94 years.

Market Awards

In connection with the Merger, on December 19, 2021, Legacy Senti approved 60,545 market award options to its co-founder and Chief Executive Officer, Dr.

Timothy Lu, that vest contingent upon the satisfaction of all three of the following conditions:

a service condition, a performance condition tied to the consummation of the Merger, and market conditions.

The market condition is achieved in four tranches, where 25 % of the options will vest when the trading price of the Company’s stock is above various thresholds of price per share.

The award and the associated recognition of stock-based compensation were contingent on the Merger being consummated.

The estimated fair value of the market awards at the grant date was based on a Monte Carlo simulation valuation model.

As of the approval date, Legacy Senti did not have sufficient common stock available for issuance to allow for exercise of the stock options.

Upon the Merger, the Company increased the number of shares authorized and 31,574 awards were granted on June 8, 2022.

Through December 31, 2024 , these market awards did not meet the vesting thresholds.

The were no market based options granted or exercised during the years ended December 31, 2024 and 2023.

As of December 31, 2024, the Company had recognized all stock-based compensation expense related to the market awards.

As of December 31, 2025, there was $ 0.1 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.3 year.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Restricted Stock Units

The following table summarizes the Company’s restricted stock units activity and related information under all equity plans:

Restricted Stock Units (“RSUs”)

The following table summarizes activity relating to the Company’s restricted stock units:

Number of Restricted Stock Units Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2023

Unvested Balance at December 31, 2024

56,423 $ 1.58

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Forfeited ( 21,105 ) $ 3.78

Outstanding at December 31, 2024

Unvested Balance at December 31, 2025

1,101,825 $ 3.55

As of December 31, 2024, the unrecognized stock-based compensation expense related to restricted stock units was approximately $ 0.2 million, expected to be recognized over a weighted-average period of 2.09 years.

Stock-Based Compensation Expense

The Company estimates the fair value of stock options using a Black-Scholes option-pricing model.

The fair value of restricted stock is based on the fair value of the Company’s common stock on the grant date.

The Company uses the assumptions below for the Black-Scholes option pricing model, which are subjective and generally require significant judgment.

Fair Value of Common Stock — The fair value of the shares of common stock has historically been determined by the Company’s Board of Directors as there was no public market for the common stock.

The Board of Directors determined the fair value of the common stock by considering a number of objective and subjective factors, including:

third-party valuations of the Company’s common stock, the valuation of comparable companies, the Company’s operating and financial performance, and general and industry-specific economic outlook, amongst other factors.

As of the closing of the Merger and going forward, the fair value of common stock will be based on the publicly traded market value.

The weighted-average grant date fair value of RSUs granted in the year ended December 31, 2024 was $ 1.80 .

The total fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2025 and 2024 was $ 0.1 million and nominal , respectively.

As of December 31, 2025, there was $ 2.8 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.5 years.

Stock-based Awards Valuation

The fair value of both stock options and the option component of shares purchased under the 2022 ESPP was estimated using the Black-Scholes option pricing model.

The description of the significant assumptions used in the model are as follows:

• Fair Value of Common Stock — The fair value of common stock will be based on the publicly traded market value.

• Expected Term — The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term).

The expected term for the ESPP purchase rights is the length of the purchase period.

Volatility — The expected volatility is based on the average historical volatility of comparable publicly-traded peer companies, over a period equal to the expected term of the stock option grants, as the Company was not publicly traded prior to the Merger and does not have a trading history for its common stock for a sufficient period of time subsequent to the Merger.

• Volatility — The expected volatility is based on the average historical volatility of comparable publicly-traded peer companies, over a period equal to the expected term of the stock option grants, as the Company does not have a trading history for its common stock for a sufficient period of time.

• Risk-free Rate — The risk-free rate assumption is based on the U.S.

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Therefore, the Company uses an expected dividend yield of zero.

• Forfeitures — The Company accounts for forfeitures as they occur.

The fair values of stock options were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

The assumptions used to determine the grant date fair value of non-market based, stock options granted were as follows, presented on a weighted-average basis:

Years Ended December 31,

Year Ended December 31,

Expected term (in years) 6.0 5.8

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Dividend yield — —

Total stock-based compensation expense was as follows (in thousands):

Years Ended December 31,

Stock-based Compensation Expense

Total stock-based compensation expense was as follows:

Year Ended December 31,

(in thousands) 2025 2024

General and administrative $ 4,761 $ 1,602

1 unchanged sentence

Total stock-based compensation expense $ 5,706 $ 1,755

In August 2023, in connection with the GeneFab transaction, the Company’s Board of Directors approved the modification of equity awards as part of termination of employment for the Co mpany's employees transferred to GeneFab, including the Company’s Chief Technology Officer.

The award modifications included the acceleration of certain non-vested stock options and the extension of the post-termination exercise period of certain vested stock options.

The Company accounted for the award modifications under ASC 718, Compensation – Stock Compensation .

During year ended December 31, 2023, the Company recorded a one-time, noncash incremental compensation expense net of the required reversal of previously recognized compensation attributed to non-vested awards in the amount of $ 2.0 million related to the equity awards modifications of the employees that were extended offers of employment by GeneFab which was included in net income from discontinued operations in the consolidated statements of operations and comprehensive loss.

Total stock-based compensation expense from discontinued operations was $( 2.0 ) million for the year ended December 31, 2023.

Net Loss Per Share

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:

Year Ended December 31,

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

Basic and diluted net loss per share:

Net loss, basic and diluted $ ( 61,438 ) $ ( 52,790 )

Accretion for Series A redeemable convertible preferred stock — ( 2,522 )

Net loss per share attributable to common stockholders, basic and diluted ( 61,438 ) ( 55,312 )

Weighted-average shares outstanding, basic and diluted

22,483,391 4,595,946

Net loss per share attributable to common stockholders, basic and diluted $ ( 2.73 ) $ ( 12.03 )

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

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

The Company did not record any income tax expense or benefit during the years ended December 31, 2024 and 2023.

including them would have been anti-dilutive (on an as-converted basis):

Year Ended December 31,

Stock options issued and outstanding 4,863,455 1,333,030

Restricted stock units outstanding 1,101,825 56,423

GeneFab Option 1,963,344 1,963,344

Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock 31,735,500 31,735,500

Series A redeemable convertible preferred stock — 21,157,000

Performance stock units outstanding — 106,806

Contingent earnout common stock — 100,000

Unvested early exercised common stock — 422

Total 39,664,124 56,452,525

Cash, Cash Equivalents and Restricted Cash

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

December 31 December 31

(in thousands) 2025 2024

Cash and cash equivalents $ 16,420 $ 48,277

Restricted cash (1)

Total $ 19,948 $ 51,815

(1) As of December 31, 2025 and 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 marketable securities:

December 31, 2025

(in thousands) Amortized Cost Fair Value

Money market funds $ 18,189 $ 18,189

Classified as:

Cash equivalents $ 14,661

Restricted cash $ 3,528

December 31, 2024

(in thousands) Amortized Cost Fair Value

Money market funds $ 39,407 $ 39,407

Classified as:

Cash equivalents $ 35,869

Restricted cash $ 3,538

As of December 31, 2025 and 2024, all of the Company’s cash equivalents and restricted cash were marketable securities and no allowance for credit loss was recorded.

Fair Value Measurements

The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy.

No securities have contractual maturities of longer than one year.

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

December 31, 2025

(in thousands) Fair Value Level 1

Money market funds $ 18,189 $ 18,189

Total assets measured at fair value $ 18,189 $ 18,189

December 31, 2024

(in thousands) Fair Value Level 1

Money market funds $ 39,407 $ 39,407

Total assets measured at fair value $ 39,407 $ 39,407

Asset Classified as Level 3

GeneFab Economic Share

The fair value of the GeneFab Economic Share is based on significant unobservable inputs.

As of December 31, 2025 and 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 year ended December 31, 2025, there was no change in fair value for the GeneFab Economic Share.

Liability Classified as Level 3

GeneFab Option

The fair value of the GeneFab Option is based on significant unobservable inputs.

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

As of December 31, 2025 and 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 year ended December 31, 2025, there was no change in fair value for the GeneFab Option.

The Company did not record any income tax expense or benefit during the years ended December 31, 2025 and 2024 and no income taxes were paid.

The Company’s pretax loss is all domestic.

The Company has a net operating loss and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company’s ability to realize these assets.

For the calendar years ended December 31, 2024 and 2023, the tax effects of significant items comprising the Company's deferred taxes are as follows (in thousands):

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.

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

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

For the calendar years ended December 31, 2025 and 2024, the tax effects of significant items comprising the Company's deferred taxes are as follows:

Years Ended December 31,

(in thousands) 2025 2024

Deferred tax assets:

5 unchanged sentences

Accruals and reserves 497 532

Related Party Fair Value Adjustment — 346

Fixed asset basis 438 —

Fixed asset basis and intangible basis — 438

Total deferred tax assets 101,351 85,407

1 unchanged sentence

Operating lease right-of-use assets ( 2,418 ) ( 1,534 )

Fixed asset basis ( 2,165 ) ( 2,008 )

Fixed asset basis and intangible basis ( 212 ) ( 2,165 )

Total deferred tax liabilities ( 2,630 ) ( 3,699 )

5 unchanged sentences

For the years ended December 31, 2025 and 2024, the Company did not record an income tax provision.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Net operating losses and tax credit carryforwards as of December 31, 2024 are as follows (in thousands):

Amount Expiration Years

Net operating losses and tax credit carryforwards as of December 31, 2025 are as follows:

(in thousands) Amount Expiration Years

Net operating losses, federal (Post December 31, 2017) $ 260,072 Do Not Expire

5 unchanged sentences

This annual limitation may result in the expiration of net operating losses and credits before utilization.

The Company has not performed an analysis to determine the limitation of our net operating loss carryforwards.

The effective tax rate of the Company's provision (benefit) for income taxes differs from the federal statutory rate as follows:

Years Ended December 31,

The Company has not performed an analysis to determine the limitation of its net operating loss carryforwards.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

December 31, 2025

(in thousands) Percent

federal statutory rate $ ( 12,902 ) 21.00 %

State and local rate — — %

Federal research and development tax credits ( 687 ) 1.12 %

Orphan drug credit ( 824 ) 1.34 %

Changes in valuation allowances 13,055 ( 21.25 )%

Nontaxable and nondeductible items

Stock-based compensation 996 ( 1.62 )%

Other 162 ( 0.26 )%

Changes in unrecognized tax benefits 200 ( 0.33 )%

Effective tax rate $ — — %

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

Statutory rate 21.00 %

State tax 11.87 %

Other 0.08 % ( 0.86 )%

Tax credits 1.43 %

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Stock-based compensation ( 3.49 )%

( 3.49 )% — %

Valuation allowance ( 38.75 )% ( 27.84 )%

Total — % — %

Changes in valuation allowances ( 38.75 )%

Effective Tax Rate — %

The Company has elected to include interest and penalties as a component of tax expense.

8 unchanged sentences

No positions were settled with tax authorities in 2025 and no positions were reduced as a result of a lapse of applicable statutes of limitations.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes, as necessary.

The Company did not recognize any accrued interest and penalties related to gross unrecognized tax benefits related to the year ended December 31, 2024.

A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2024 and 2023 is as follows (in thousands):

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

for income taxes, as necessary.

The Company did not recognize any accrued interest and penalties related to gross unrecognized tax benefits related to the year ended December 31, 2025.

A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2025 and 2024 is as follows:

Years Ended December 31,

(in thousands)

Balance at beginning of the year $ 2,376 $ 2,076

Decrease related to prior year tax positions — ( 243 )

Increase related to prior year tax positions 220 —

Increase related to current year tax positions 495 301

Balance at end of the year $ 3,091 $ 2,376

Net Loss Per Share

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 (in thousands, except share and per share amounts):

Years Ended December 31,

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

Net income from discontinued operations — 12,348

Accretion for Series A redeemable convertible preferred stock $ ( 2,522 ) $ —

Net loss $ ( 55,312 ) $ ( 71,058 )

Weighted-average shares used in computing net loss per share, basic and diluted 4,595,946 4,437,106

Net loss per share from continuing operations, basic and diluted $ ( 12.03 ) ( 18.80 )

Net income (loss) per share from discontinued operations, basic and diluted — 2.79

Net loss per share attributable to common stockholders, basic and diluted $ ( 12.03 ) $ ( 16.01 )

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):

Years Ended December 31,

Series A redeemable convertible preferred stock 21,157,000 —

Stock options to purchase common stock 1,333,030 1,158,294

Unvested early exercised options 422 5,486

Restricted stock units outstanding 56,423 22,528

Performance stock units outstanding 106,806 —

Contingent earnout common stock 100,000 200,000

Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock 31,735,500 —

GeneFab Option (Note 3) 1,963,344 1,963,344

Total 56,452,525 3,349,652

Retirement Plan

The Company maintains a defined contribution employee retirement plan, or 401(k) plan, for all employees upon their date of hire.

The 401(k) plan is intended to qualify as tax-qualified plans under Section 401(k) of the Internal Revenue Code of 1986, as amended.

The plan permit employees to contribute, on a pre-tax basis, a portion of their salary up to the Federally mandated limits.

The Company matches an employee’s contribution up to 4 % of

Related Parties

New Enterprise Associates, Inc.

(“NEA”) held 12.2 % and 9.2 % of the outstanding shares of the Company’s common stock as of December 31, 2025 and 2024, respectively.

NEA held one of the eight seats on the Board as of December 31, 2025.

As part of the private placement in December 2024 ( Note 6 ), NEA is also entitled to designate one additional director to the Board, which remained undesignated as of December 31, 2025.

Celadon Partners, LLC

Celadon Partners, LLC (“Celadon”) held 31.7 % of the outstanding and no shares of the Company’s common stock as of December 31, 2025 and 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 subsidiaries.

Celadon was assigned the GeneFab Option in 2024.

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 were filled upon Feng Hsiung and Bryan Baum being appointed in March 2025 and July 2025, respectively.

As of December 31, 2025, Celadon held three of the eight seats on the Board.

Bayer Healthcare LLC

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

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

The Company and BlueRock entered a collaboration and option agreement (“BlueRock Agreement”) in May 2021, pursuant to which the Company and BlueRock, on a program-by-collaboration program basis, collaborate in many aspects for the development of certain therapy products.

The Company was responsible for up to $ 10 million in costs and expenses incurred in connection with the research plan and related activities to be conducted over a three-year research term.

The Company completed the initial research plan and related activities in May 2024.

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 December 31, 2025, Bayer has not exercised its option for a license.

For the year ended December 31, 2025, the Company recognized collaboration revenue with Bayer of less than $ 0.1 million in the consolidated statements of operations and comprehensive loss.

As of December 31, 2025, deferred revenue with Bayer of less than $ 0.1 million was recorded in the consolidated balance sheets.

These amounts relate to an option exercise period extension fee under the BlueRock Agreement.

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

GeneFab’s Chief Executive Officer, Philip Lee, Ph.D., was the

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

the employee’s compensation.

Contributions to the plans by the Company totaled $ 0.3 million and $ 0.7 million, respectively, for the years ended December 31, 2024 and 2023.

Commitments and Contingencies

In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which the Company is liable in future periods.

On June 3, 2021, the Company 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 will expire in 2032.

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, Related Party Disclosures (“ASC 850” ) .

Refer to Note 3 .

Operating Leases , for further details of the leases.

In 2021, the Company entered into a three-year collaboration and option agreement with BlueRock Therapeutics LP (“BlueRock”) under which the Company granted BlueRock an option to acquire an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products.

GeneFab Transaction for the financial asset and liability recorded consolidated balance sheets related to GeneFab.

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.

Refer to Note 5 .

Related Parties , for further details of the related parties.

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

As of December 31, 2024, purchase commitments related to sponsored research agreements amounted to approximately $ 0.3 million.

The Company has entered into license agreements under which they are obligated to make annual maintenance payments of $ 0.1 million and specified milestone and royalty payments.

Future milestone and royalty payments under these agreements are not considered contractual obligations since the payments under these agreements are contingent upon future events, such as the Company’s achievement of specified development, regulatory, and sales milestones, or generating product sales.

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

In connection with 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 one remaining tranche.

Operating Leases and Note 15 .

Subsequent Events for developments subsequent to year end for the sublease discussion.

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 December 31, 2025 and 2024, the Company recorded $ 0.5 million and $ 0.7 million, respectively, in GeneFab receivable - related party on the consolidated balance sheet.

The Company’s research and development expenses under the services agreement was $ 12.9 million and $ 14.1 million for years ended December 31, 2025 and 2024, respectively.

Refer to Note 3 .

Stockholders’ Equity, for further details of the contingent earnout liability.

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, with the remaining $ 4.0 million paid in January 2025.

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

GeneFab Transaction .

Commitments and Contingencies

Legal Proceedings

6 unchanged sentences

The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable.

The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its consolidated financial statements.

The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law.

The Company currently has directors’ and officers’ insurance.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Related Parties

New Enterprise Associates, Inc.

(“NEA”) held 9.2 % shares of common stock as of December 31, 2024 and 2023.

NEA held one of the six seats on the Company’s Board of Directors as of December 31, 2024 and 2023.

As part of the private placement in December 2024, NEA is also entitled to designate one additional director to the Company’s Board of Directors.

Bayer Healthcare LLC

On May 21, 2021, the Company entered into a collaboration and option agreement (“BlueRock Agreement”) with BlueRock, a wholly-owned subsidiary of Bayer, pursuant to which the Company granted to BlueRock an option (“BlueRock Option”), on a collaboration program-by-collaboration program basis, to obtain an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products that contain cells of specified types and which incorporate an option gene circuit from such collaboration program or a closely related derivative gene circuit.

The Company was responsible for up to $ 10 million in costs and expenses incurred in connection with the research plan and related activities to be conducted over a three-year research term as specified in the collaboration and option agreement.

The Company completed the initial research plan and related activities in May 2024.

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.

The Company concluded that the BlueRock Agreement is not within the scope of ASC 808, Collaborative Arrangements , because the Company did not receive any consideration and therefore, is not exposed to both significant risks and rewards for the arrangement.

The Company also determined that the agreement is also not currently within the scope of ASC 606 because the BlueRock Agreement does not currently meet the criteria of a contract with a customer, and will not be within the scope of ASC 606 until any consideration is paid.

Potential future milestone payments and royalties are subject to BlueRock’s exercise of the BlueRock Option and execution of a commercial license agreement by both parties.

Under the BlueRock Agreement, the specific financial terms for milestone payments and royalties will be negotiated and agreed to only after the option is exercised.

As of December 31, 2024, Bayer has not exercised its option for a license.

Bayer held 12.2 % shares of the Company’s common stock as of December 31, 2024 and 2023.

Accordingly, Bayer is considered a related party.

GeneFab, LLC.

As a result of the transaction with GeneFab (refer to Note 3.

GeneFab Transaction ), whereby Philip Lee, Ph.D., the former Co-Founder and Chief Technology Officer of the Company, assumed the role of Chief Executive Officer of GeneFab, GeneFab is a related party.

In connection with the disposal of the business, the Company received the GeneFab Note Receivable and the GeneFab Economic Share and provided GeneFab with the GeneFab Option.

Refer to Note 4.

Fair Value Measurements.

On June 12, 2024, the Company entered into a sublease agreement with GeneFab for a portion of the Company’s corporate headquarters in South San Francisco.

The Company has also subleased its manufacturing facility in Alameda to GeneFab and recorded total sublease income of $ 6.4 million including variable costs charged for the year ended December 31, 2024.

In connection with the agreement entered into with GeneFab on August 7, 2023, the Company was entitled to $ 18.9 million for future services under the agreement.

On December 10, 2024, in connection with the private placement described in further detail in Note 7.

Stockholders’ Equity , the Company entered into an amendment of the GeneFab Framework Agreement.

As part of this agreement, the Company 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.

This amount, along with the remaining amount from the original prepaid, is recorded in GeneFab prepaid expenses - related party.

Additionally, amounts due from GeneFab related to costs incurred by the Company on its behalf were $ 0.7 million as of December 31, 2024 and were recorded in GeneFab receivable - related party on the

Segment Reporting

The Company views operations and manages the business as one operating and reportable segment, which is the research and development of the Company’s gene circuit platform.

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

The CODM assesses financial performance based on consolidated net loss.

The CODM utilizes consolidated net loss by comparing actual results against budgeted amount on a quarterly basis.

As part of this process, consolidated net loss is used as a measure of profit or loss in allocating resources and assessing segment performance.

The CODM reviews cash and cash equivalents as a measure of segment assets.

As of December 31, 2025 and 2024, the Company’s cash and cash equivalents were $ 16.4 million and $ 48.3 million, respectively.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

consolidated balance sheet.

The Company incurred $ 14.1 million and $ 4.1 million of research and development expenses under the services agreement during the years ended December 31, 2024 and 2023, respectively.

Celadon Partners, LLC

As part of the private placement in December 2024, Donald Tang, a founder and manager of Celadon, the parent company of Valere Bio, of which GeneFab is a wholly-owned subsidiary, was appointed to the Company’s Board of Directors.

Celadon was also assigned the GeneFab Option in 2024.

As of December 31, 2024, Celadon held one of the six seats on the Company’s Board of Directors.

Additionally, in connection with the private placement, Celadon is entitled to designate two additional directors to the Company’s Board of Directors.

As announced in March 2025 and described in more detail in Note 17.

Subsequent Events , Feng Hsiung was appointed to the Board of Directors as one of these two additional directors.

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

Years Ended December 31,

(in thousands) 2025 2024

Collaboration revenue - related party $ 22 $ —

Operating expenses:

Research and development:

External services and supplies 23,836 20,795

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

Facilities and other 4,634 4,889

General and administrative:

External services and supplies 5,463 7,624

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

Facilities and other 6,452 7,507

Depreciation and amortization 3,637 3,838

Impairment of long-lived assets 5,052 313

Total operating expenses 68,801 61,039

Loss from operations ( 68,779 ) ( 61,039 )

Interest income 927 948

Sublease income (1)

Other income, net - related party 160 —

Other income, net (1)

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

(1) For 2025 reporting, the Company reclassified $ 0.2 million from “Other Income, net” to “Sublease income” for the year ended December 31, 2024.

Subsequent Events

Transition of Interim Chief Financial Officer

On January 31, 2025, Yvonne Li, the Consulting Agreement by and between Senti Biosciences, Inc.

(the “Company”) and Yvonne Li, the Company’s Interim Chief Financial Officer, expired in accordance with its terms.

As such, effective January 31, 2025, Ms.

Li will no longer serve as the Company’s principal financial officer and principal accounting officer.

On February 5, 2025, the Company and Ms.

Li entered into a new consulting agreement (the “New Consulting Agreement”) pursuant to which Ms.

Li will serve as a consultant to the Company and will cooperate with the Company’s executive management team and other functional teams on an orderly transition of her responsibilities until March 31, 2025.

Appointment of Principal Financial Officer and Principal Accounting Officer

Following approval by our Board of Directors, Timothy Lu, M.D., Ph.D., our Chief Executive Officer, was appointed to serve as our interim principal financial officer and principal accounting officer, effective as of January 31, 2025, until immediately following the Company’s filing of this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, when Mr.

Cross will assume responsibilities as the Company’s principal financial officer and principal accounting officer as noted below.

Appointment of Chief Financial Officer

On February 23, 2025, following the approval by our Board of Directors, Jay Cross was appointed as our Chief Financial Officer, effective as of March 3, 2025.

The Board also appointed Mr.

Cross to serve as our principal financial officer and principal accounting officer, effective immediately following the filing of this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Conversion of Series A Redeemable Convertible Preferred Stock

On March 6, 2025, at our special meeting of stockholders (the “Special Meeting”), our stockholders approved the issuance of common stock in accordance with Nasdaq Listing Rule 5635 upon (i) conversion of Series A redeemable convertible preferred stock and (ii) the exercise of warrants to purchase shares of common stock.

Subsequently, on March 10, 2025, we sent notices to our stockholders relating to the conversion of 21,157 shares of Series A redeemable convertible preferred stock into 21,157,000 shares of common stock, effective as of March 10, 2025.

Amended and Restated 2022 Equity Incentive Plan

On March 6, 2025, at the Special Meeting, our stockholders approved the A&R Plan, which (i) increased the number of shares of common stock available for issuance under the Company’s 2022 Equity Incentive Plan by an additional 4,300,000 shares, (ii) increased the number of shares that may be issued pursuant to incentive stock options to an aggregate number of shares reserved for issuance under the A&R Plan as of the date that stockholders approved the A&R Plan and (iii) extended the term of the plan to the tenth anniversary of the date that stockholders approved the A&R Plan.

The A&R Plan was previously approved, subject to stockholder approval, by the Board.

Lease Amendment Cure of Alameda Lease Default

On March 17, 2026, the Company entered into a First Amendment to Lease (the “Lease Amendment”) for the Alameda Facility by and between the Company and 1430 South Loop Owner, LLC (the “Landlord”).

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

The Lease Amendment also reduces the Company’s 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 the Company’s existing letter of credit, and the required letter of credit for the remainder of the lease term was reduced to approximately $ 0.8 million.

As a result of execution of the Lease Amendment, the Alameda lease default discussed in Note 5 was cured in March 2026.

SENTI BIOSCIENCES, INC.

Notes to Consolidated Financial Statements

Board Composition

On March 7, 2025, our Board of Directors approved the appointment of Feng Hsiung, pursuant to the terms of a letter agreement dated as of December 2, 2024, by and between us and Celadon Partners.

In connection with Mr.

Hsiung’s appointment, our Board of Directors approved an increase in the authorized number of members of our Board of Directors from six ( 6 ) to seven ( 7 ) members.

Hsiung was appointed to fill the vacancy created by the foregoing increase in the size of the Board, as a Class III director, to serve in such capacity until the annual meeting of stockholders in 2028 (if elected by stockholders at the annual meeting of stockholders in 2025) or until his earlier resignation, death or removal.

Audit Committee Appointment

Effective March 7, 2025, Brenda Cooperstone, who was previously appointed as a member of the Audit Committee of our Board of Directors (the “Audit Committee”), tendered her resignation as a member of the Audit Committee.

Cooperstone continues to serve as a member of the Board and the Compensation Committee of the Board.

On March 7, 2025, upon the recommendation of its Nominating and Corporate Governance Committee, our Board of Directors unanimously appointed Feng Hsiung to serve as a member of the Audit Committee in addition to serving as a member of the Board, effectively immediately.

In addition to the annual stock option grant and the annual cash retainers for serving as a member of the Board, Mr.

Hsiung will be eligible to receive $ 7,500 annually for serving as a member of the Audit Committee.

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

ChEF Termination

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

Sublease Amendment and cure of Sublease Default

On March 9, 2026, the Company 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 the Company for the HQ sublease.

Additionally, in connection with the Lease Amendment, on March 17, 2026, the Company entered into a First Amendment to Sublease (the “Alameda Sublease Amendment”) with GeneFab relating to the Alameda facility.

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

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

GeneFab also agreed to pay a $ 1.0 million Reduction Fee (as defined below) to the Landlord pursuant to the terms and conditions of the Consent Amendment (as defined below).

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

Landlord Consent

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

Pursuant to the Consent Amendment, the Landlord consented to the Sublease Amendment in exchange for a payment of $ 1.0 million to the Landlord by the Company or GeneFab (the “Reduction Fee”).

GeneFab Letter Agreement

In connection with the Lease Amendment, Sublease Amendment and Consent Amendment, on March 17, 2026, the Company entered into a letter agreement with GeneFab (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 the Company under the 2024 Amended and Restated DMSA, that the Company may access such prepayment credit immediately and that any unpaid portion must be paid in immediately available funds by September 1, 2026.

The GeneFab Letter Agreement further provides that the Company may access $ 2.0 million as a prepayment credit to be applied toward work or services to be performed by GeneFab for the Company 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 Letter Agreement terminates automatically once the applicable prepayment credits have been fully applied.

The Company is currently evaluating the accounting implications of the Lease Amendment and related agreements, including the impact on its lease accounting under ASC 842.

The Company has not completed its assessment of the accounting effects of these arrangements as of the date these consolidated financial statements were issued.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data