Senti Biosciences Holdings, Inc. 10-K

Item 9A. Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, who serves as our principal executive officer, and our Chief Financial Officer, who serves as our principal financial officer and principal accounting officer, to allow timely decisions regarding required disclosure. Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to determine whether such disclosure controls and procedures provide reasonable assurance that information to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and such information is accumulated and communicated to management, including our principal executive and principal financial officers or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure. Our disclosure controls and procedures were developed through a process in which our management applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives. You should note that the design of any system of disclosure controls and procedures is based in part upon various assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As previously reported, in connection with our preparation and the audit of our consolidated financial statements as of and for the year ended December 31, 2024, we and our independent registered public accounting firm identified a material weakness, as defined under the Exchange Act and by the Public Company Accounting Oversight Board (United States), in our internal control over financial reporting. The material weakness related to a lack of sufficient and adequate resources in the finance and accounting function. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. Remediation of Previously Reported Material Weakness Based on the design, implementation and effectiveness of our internal control activities completed during the quarter ended June 30, 2025 associated with the Company’s remediation plan, management determined the previously identified material weakness related to the sufficiency and adequacy of the resources in our finance and accounting function has been remediated. Changes in Internal Control Over Financial Reporting During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 175 Table of Contents Limitations on Effectiveness of Controls and Procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Management's Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. A control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met. Because of these inherent limitations, management does not expect that our internal controls over financial reporting will prevent all errors and all fraud. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with our policies and procedures may deteriorate. Our principal executive officer and principal financial and accounting officer conducted an evaluation of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our principal executive officer and principal financial and accounting officer concluded our internal control over financial reporting was effective as of December 31, 2025. Item 9B. Other Information (a) Termination of Amended and Restated ChEF Purchase Agreement On March 17, 2025, Chardan acknowledged and accepted our written notice to terminate the A&R Purchase Agreement, waived its right to prior written notice and mutually agreed to terminate the A&R Purchase Agreement, effective immediately. (b) Director and Executive Officer Trading Arrangements During the year ended December 31, 2025, none of our directors or officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K). On May 6, 2025 , Kanya Rajangam , our President and Chief Medical Officer , adopted a Rule 10b5-1 trading plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Rajangam Trading Plan”). The Rajangam Trading Plan provides for potential sales beginning on August 5, 2025 of up to an aggregate of 12,628 shares to be sold pursuant to limit orders. The Rajangam Trading Plan will expire upon the date all sales contemplated by the Rajangam Trading Plan have been executed. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 176 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information regarding executive officers and executive officers and directors required by this Item 10 will be included in the 2026 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 11. Executive Compensation The information required by this Item 11 will be included in the 2026 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 will be included in the 2026 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 will be included in the 2026 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this Item 14 will be included in the 2026 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference. Our independent registered public accounting firm is KPMG LLP , San Francisco, CA, Auditor ID: 185 . PART IV Item 15. Exhibits and Financial Statement Schedules The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. Incorporated by Reference Exhibit Number Description Schedule/Form File No. Exhibit Filing Date 2.1^ Business Combination Agreement, dated as of December 19, 2021, by and among Dynamics Special Purpose Corp., Explore Merger Sub, Inc. and Senti Biosciences, Inc. (attached as Annex A to the Registration Statement). S-4/A 333-262707 2.1 May 10, 2022 2.2^ Amendment No. 1 to Business Combination Agreement, dated as of February 12, 2022, by and among Dynamics Special Purpose Corp., Explore Merger Sub, Inc. and Senti Biosciences, Inc. (attached as Annex AA to the Registration Statement). S-4/A 333-262707 2.2 May 10, 2022 177 Table of Contents Incorporated by Reference Exhibit Number Description Schedule/Form File No. Exhibit Filing Date 2.3^ Amendment No. 2 to Business Combination Agreement, dated as of May 19, 2022, by and among Dynamics Special Purpose Corp., Explore Merger Sub, Inc. and Senti Biosciences, Inc. 8-K 001-40440 2.1 May 24, 2022 3.1 Second Amended and Restated Certificate of Incorporation of Senti Biosciences, Inc. 8-K 001-40440 3.1 June 15, 2022 3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Senti Biosciences, Inc. (Officer Exculpation Amendment) 8-K 001-40440 3.1 July 12, 2024 3.3 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Senti Biosciences, Inc. (Reverse Stock Split Amendment) 8-K 001-40440 3.1 July 17, 2024 3.4 Amended and Restated Bylaws of Senti Biosciences, Inc. 8-K 001-40440 3.2 June 15, 2022 3.5 Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock of Senti Biosciences, Inc. 8-K 001-40440 3.1 December 2, 2024 4.1 Specimen Common Stock Certificate . 8-K 001-40440 4.1 July 14, 2024 4.2 Form of Common Stock Warrant 8-K 001-40440 3.1 December 2, 2024 4.3 Description of Securities 10-K 001-40440 4.3 March 20, 2025 10.1 Note Subscription Agreement by and among Senti Biosciences, Inc., Dynamics Special Purpose Corp. and Bayer HealthCare LLC, dated as of May 19, 2022. 8-K 001-40440 10.1 May 24, 2022 10.2+ Senti Biosciences, Inc. 2016 Stock Incentive Plan, as amended, and forms of award agreements thereunder. S-4 333-262707 10.2 February 14, 2022 10.3+ Senti Biosciences, Inc. 2022 Amended and Restated Equity Incentive Plan and forms of award agreements thereunder. 8-K 001-40440 10.1 March 10, 2025 10.4+ Senti Biosciences, Inc. 2022 Employee Stock Purchase Plan. 10-Q 001-40440 10.4 August 15, 2022 10.5+ Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers. Combination. S-4/A 333-262707 10.5 May 10, 2022 10.6+ Employee Offer Letter, by and between Timothy Lu and Senti Biosciences, Inc., dated December 27, 2018. S-4 333-262707 10.6 February 14, 2022 10.7 Lease, by and between Britannia Biotech Gateway Limited Partnership and Senti Biosciences, Inc., dated July 17, 2018. S-4 333-262707 10.10 February 14, 2022 10.8 First Amendment to Lease, by and between Britannia Biotech Gateway Limited Partnership and Senti Biosciences, Inc., dated May 8, 2019 . S-4 333-262707 10.11 February 14, 2022 178 Table of Contents Incorporated by Reference Exhibit Number Description Schedule/Form File No. Exhibit Filing Date 10.9 Second Amendment to Lease, by and between Britannia Biotech Gateway Limited Partnership and Senti Biosciences, Inc., dated June 17, 2020. S-4 333-262707 10.12 February 14, 2022 10.10† Research and Development and Laboratory Lease Agreement, by and between 1430 Harbor Bay Pkwy LLC and Senti Biosciences, Inc., dated June 3, 2021. 10-K 001-40440 10.13 March 22, 2023 10.11† Patent License Agreement by and between the U.S. Department of Health and Human Services, as represented by the National Cancer Institute, and Senti Biosciences, Inc., dated July 20, 2020. S-4 333-262707 10.14 February 14, 2022 10.12† Patent License Agreement by and between the U.S. Department of Health and Human Services, as represented by the National Cancer Institute, and Senti Biosciences, Inc., dated February 5, 2021. S-4 333-262707 10.15 February 14, 2022 10.13† Research Collaboration and License Agreement by and between Spark Therapeutics, Inc. and Senti Biosciences, Inc., dated April 9, 2021 . S-4 333-262707 10.16 February 14, 2022 10.14† Patent License Agreement by and between the U.S. Department of Health and Human Services, as represented by the National Cancer Institute, and Senti Biosciences, Inc., dated May 17, 2021. S-4 333-262707 10.17 February 14, 2022 10.15† Collaboration and Option Agreement by and between BlueRock Therapeutics, LP and Senti Biosciences, Inc., dated May 21, 2021. S-4 333-262707 10.18 February 14, 2022 10.16 Investor Rights and Lock-up Agreement. 8-K 001-40440 10.4 June 15, 2022 10.17+ Senti Biosciences, Inc. Amended and Restated 2022 Inducement Plan and forms of award agreements thereunder. S-8 333-285655 10.30 March 7, 2025 10.18 Registration Rights Agreement dated as of August 31, 2022, by and between Senti Biosciences, Inc. and Chardan Capital Markets LLC. 8-K 001-40440 10.2 September 1, 2022 10.19+ Amended and Restated Non-Employee Director Compensation Policy. 8-K 001-40440 10.3 March 10, 2025 10.20+ Consulting Agreement between Senti Biosciences, Inc. and David Epstein. 10-Q 001-40440 10.2 November 10, 2022 10.21+ Severance and Change in Control Agreement between the Company and Tim Lu. 10-Q 001-40440 10.5 November 10, 2022 10.22† Amendment No. 1 to the Research and License Agreement between Spark Therapeutics, Inc. and Senti Biosciences, Inc., dated December 8, 2022. 10-K 001-40440 10.32 March 22, 2023 10.23† Side Letter between BlueRock Therapeutics, LP and Senti Biosciences, Inc., dated February 3, 2023. 10-K 001-40440 10.33 March 22, 2023 179 Table of Contents Incorporated by Reference Exhibit Number Description Schedule/Form File No. Exhibit Filing Date 10.24 Scientific Advisory Board Agreement between Senti Biosciences, Inc. and James Collins. 10-K 001-40440 10.34 March 22, 2023 10.25+ Employee Offer Letter by and between Kanya Rajangam and Senti Biosciences, Inc., dated May 10, 2022. 10-Q 001-40440 10.1 May 9, 2023 10.26† Amendment No. 2 to the Research and License Agreement between Spark Therapeutics, Inc. and Senti Biosciences, Inc., dated May 12, 2023. 10-Q 001-40440 10.1 August 11, 2023 10.27† Framework Agreement by and among Senti Biosciences, Inc., GeneFab, LLC and Valere Bio, Inc., dated August 7, 2023. 10-Q 001-40440 10.1 November 14, 2023 10.28† Seller Economic Share Agreement by and among Senti Biosciences, Inc., GeneFab, Inc and Valere Bio, Inc., dated August 7, 2023. 10-Q 001-40440 1 10.2 November 14, 2023 10.29† Development and Manufacturing Services Agreement by and between Senti Biosciences, Inc. and GeneFab, LLC dated August 7, 2023. 10-Q 001-40440 10.3 November 14, 2023 10.30† Sublease Agreement by and between Senti Biosciences, Inc. and GeneFab, LLC dated August 7, 2023. 10-Q 001-40440 10.4 November 14, 2023 10.31† Option Agreement by and between Senti Biosciences, Inc. and GeneFab, LLC, dated August 7, 2023 . POS-AM (on S-1) 333-265873 10.8 November 1, 2023 10.32† Collaboration and Option Agreement by and between Senti Biosciences, Inc., and Celest Therapeutics (Shanghai) Co. Ltd., dated November 6, 2023. 10-K 001-40440 10.41 March 21, 2024 10.33# Amended and Restated ChEF Purchase Agreement, by and between Chardan Capital Markets LLC and Senti Biosciences, Inc., dated July 16, 2024 8-K 001-40440 10.1 July 16, 2024 10.34# Sublease Agreement by and between the Company and GeneFab, LLC, dated as of May 7, 2024. 10-Q 001-40440 10.1 August 13, 2024 10.35 Consulting Agreement by and between the Company and Yvonne Li, effective as of May 1, 2024. 10-Q 001-40440 10.4 August 13, 2024 10.36^ Sublease Agreement by and among the Company, BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc., dated as of September 23, 2024. 10-Q 001-40440 10.2 November 14, 2024 10.37^ Storage License Agreement by and among the Company, BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc., dated as of September 23, 2024. 10-Q 001-40440 10.3 November 14, 2024 10.38^ Securities Purchase Agreement, dated December 2, 2024, by and among Senti Biosciences, Inc. and the purchasers named therein . 8-K 001-40440 10.1 December 2, 2024 180 Table of Contents Incorporated by Reference Exhibit Number Description Schedule/Form File No. Exhibit Filing Date 10.39^ Registration Rights Agreement, dated December 2, 2024 by and among Senti Biosciences, Inc., and the investors named therein. 8-K 001-40440 10.2 December 2, 2024 10.40 Designation Agreement, dated December 2, 2024, by and between Senti Biosciences, Inc., and Celadon Partners SPV 24. 8-K 001-40440 10.3 December 2, 2024 10.41 Designation Agreement, dated December 2, 2024, by and between Senti Biosciences, Inc., and New Enterprise Associates 15, L.P. 8-K 001-40440 10.4 December 2, 2024 10.42 Form of Performance Stock Unit Award Agreement. 10-K 001-40440 10.42 March 20, 2025 10.43 Amended and Restated Development and Manufacturing Services Agreement between Senti Biosciences, Inc. and GeneFab, LLC dated December 10, 2024 10-K 001-40440 10.43 March 20, 2025 10.44 Amendment No. 1 to Framework Agreement by and among Senti Biosciences, Inc., Valere Bio, Inc. and GeneFab, LLC dated December 10, 2024 10-K 001-40440 10.44 March 20, 2025 10.45 Amendment No. 1 to Option Agreement between Senti Biosciences, Inc. and Celadon Partners SPV XVI dated December 10, 2024 10-K 001-40440 10.45 March 20, 2025 10.46+ Consulting Agreement by and between the Company and Yvonne Li, effective as of February 5, 2025 10-Q 001-40440 10.1 May 6, 2025 16.1 Letter from Marcum LLC to the SEC 8-K 001-40440 16.1 June 15, 2022 19.1 Insider Trading Policy 10-K 001-40440 19.1 March 20, 2025 21.1 List of Subsidiaries 8-K 001-40440 21.1 June 15, 2022 23.1* Consent of KPMG LLP, Independent Registered Public Accounting Firm (ID 185) 24.1* Power of Attorney (included on the signature page to the Annual Report on Form 10-K which forms part of this Annual Report on Form 10-K). 31.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 181 Table of Contents Incorporated by Reference Exhibit Number Description Schedule/Form File No. Exhibit Filing Date 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Senti Biosciences, Inc. Compensation Recovery Policy 10-K 001-40440 97 March 21, 2024 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* The cover page for the Company’s Annual Report on Form 10-K has been formatted in Inline XBRL and contained in Exhibit 101. 182 Table of Contents __________________ * Filed herewith. ** Furnished herewith. This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. ^ Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. † Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that the information is both not material and is the type that the registration treats as private or confidential. + Indicates management contract or compensatory plan. Item 16. Form 10-K Summary Not applicable. 183 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on From 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 27, 2026 SENTI BIOSCIENCES, INC. By: /s/ Timothy Lu, M.D., Ph.D. Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Jay Cross Name: Jay Cross Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Lu as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated opposite his/her name. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: 184 Table of Contents Signatures Title Date /s/ Timothy Lu Chief Executive Officer, President and Director March 27, 2026 Timothy Lu, M.D., Ph.D. (Principal Executive Officer) /s/ Jay Cross Chief Financial Officer March 27, 2026 Jay Cross (Principal Financial Officer and Principal Accounting Officer) /s/ Bryan Baum Director March 27, 2026 Bryan Baum /s/ James J. Collins Director March 27, 2026 James J. (Jim) Collins, Ph.D. /s/ Brenda Cooperstone Director March 27, 2026 Brenda Cooperstone /s/ Feng Hsiung Director March 27, 2026 Feng Hsiung /s/ Edward Mathers Director March 27, 2026 Edward Mathers /s/ Frances Schulz Director March 27, 2026 Frances Schulz /s/ Donald Tang Director March 27, 2026 Donald Tang 185