What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 365 added, 318 removed, 346 unchanged (66% of the section changed)

FINANCIAL STATEMENTS (UNAUDITED)

SENTI BIOSCIENCES, INC.

SENTI BIOSCIENCES HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

September 30, December 31,

March 31, December 31,

CURRENT ASSETS

16 unchanged sentences

GeneFab sublease deferred income - related party 2,268 304

Deferred revenue - related party 27 43

Total current liabilities 14,268 13,974

3 unchanged sentences

Commitments and contingencies ( Note 13 )

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

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

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

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

STOCKHOLDERS’ EQUITY

Common stock, $ 0.0001 par value;

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

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

500,000,000 shares authorized as of both March 31, 2026 and December 31, 2025;

31,144,754 and 30,879,355 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 365,355 364,158

3 unchanged sentences

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

SENTI BIOSCIENCES, INC.

SENTI BIOSCIENCES HOLDINGS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

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

2025 2024 2025 2024

Three Months Ended March 31,

Collaboration revenue - related party $ 16 $ —

Operating expenses:

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

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

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

General and administrative 6,233 7,116

Gain on lease modification ( 6,882 ) —

Total operating expenses 4,632 16,397

Loss from operations ( 4,616 ) ( 16,397 )

Other income (expense):

Other income:

Interest income 101 394

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

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

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

Change in fair value of GeneFab Economic Share - related party — ( 398 ) — ( 1,816 )

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

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

GeneFab sublease income - related party 80 1,713

Other income, net 214 178

Total other income 395 2,285

Net loss $ ( 4,221 ) $ ( 14,112 )

Comprehensive loss $ ( 4,221 ) $ ( 14,112 )

Basic and diluted net loss $ ( 18,126 ) $ ( 28,866 ) $ ( 46,971 ) $ ( 52,180 )

Basic and diluted net loss per share $ ( 0.14 ) $ ( 1.41 )

1 unchanged sentence

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

SENTI BIOSCIENCES, INC.

SENTI BIOSCIENCES HOLDINGS, INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity

4 unchanged sentences

Shares Amount Shares Amount

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

Balances 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 25,104 — 25,106

4 unchanged sentences

Balance at March 31, 2025 — $ — 26,004,366 $ 3 $ 349,102 $ ( 311,246 ) $ 37,859

Issuance of common stock related to ATM, net of commissions and issuance costs — — 155,840 — — — —

Stock-based compensation — — — — 1,526 — 1,526

Net loss — — — — — ( 14,733 ) ( 14,733 )

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

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

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

Issuance of common stock for vesting of restricted stock units — — 387,254 — — — —

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

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

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

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

SENTI BIOSCIENCES, INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity — (Continued)

(In thousands, except share data)

Redeemable Convertible Preferred Stock

Common Stock Additional Paid-in Capital Accumulated Deficit

Total Stockholders’ Equity

Shares Amount Shares Amount

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

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

Net settlement of restricted stock units for employee taxes — — ( 121,855 ) — ( 118 ) — ( 118 )

Stock-based compensation — — — — 1,315 — 1,315

1 unchanged sentence

Balance at March 31, 2026 — $ — 31,144,754 $ 3 $ 365,355 $ ( 362,793 ) $ 2,565

Vesting of early exercise of common stock options — — 1,266 — 33 — 33

Stock-based compensation — — — — ( 776 ) — ( 776 )

Net loss — — — — — ( 11,203 ) ( 11,203 )

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

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

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

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

Stock-based compensation — — — 668 — 668

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

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

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

SENTI BIOSCIENCES, INC.

SENTI BIOSCIENCES HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Depreciation 688 926

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

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

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

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

Impairment of long-lived assets — 313

Gain on lease modification ( 6,762 ) —

Other non-cash charges 53 —

9 unchanged sentences

GeneFab sublease deferred income - related party 1,964 ( 147 )

Deferred revenue - related party ( 16 ) —

Other non-current liabilities 59 —

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment ( 196 ) ( 15 )

Proceeds from sale of property and equipment 114 —

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

Net cash provided by investing activities 114 —

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from CIRM Grant 2,520 2,430

Proceeds from issuance of common stock related to ATM, net of commissions 670 —

Taxes paid related to net settlement of stock awards ( 118 ) —

Payment of issuance costs — ( 1,924 )

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

Net cash provided by financing activities 721 2,440

Proceeds from CIRM Grant — 1,510

Net cash used in financing activities ( 118 ) ( 414 )

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 7,485 ) ( 14,464 )

1 unchanged sentence

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period $ 12,463 $ 37,351

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:

Unpaid issuance costs $ 98 $ 605

Purchases of property and equipment in accounts payable and accrued expenses $ — $ 170

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

SENTI BIOSCIENCES, INC.

SENTI BIOSCIENCES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Organization and Description of Business

Senti Biosciences, Inc.

and its subsidiary (the “Company” or “Senti”), is a clinical stage biotechnology company developing next-generation cell and gene therapies engineered with its gene circuit platform technologies for patients living with incurable diseases.

Senti Biosciences Holdings, Inc.

and its subsidiaries (the “Company” or “Senti”), is a clinical stage biotechnology company developing next-generation cell and gene therapies engineered with its gene circuit platform technologies for patients living with incurable diseases.

Senti’s mission is to create a new generation of smarter therapies that can outsmart complex diseases using novel and unprecedented approaches.

2 unchanged sentences

The Company is headquartered in South San Francisco, California.

As discussed in Note 15 , Subsequent Events under the header “Holding Company Reorganization”, on April 24, 2026, Senti Biosciences, Inc., a Delaware corporation (“Former Senti”), implemented a holding company reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 24, 2026, among Former Senti, the Company and Senti Biosciences Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and direct, wholly owned subsidiary of Senti Holdings, Inc., a Delaware corporation (“Senti Holdings”) and direct, wholly owned subsidiary of the Company.

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Former Senti, with Former Senti continuing as the surviving corporation and a direct, wholly owned subsidiary of Senti Holdings, which is a direct, wholly owned subsidiary of the Company (the “Merger”).

Following the Merger, the Company became the successor issuer to Former Senti.

Liquidity and Going Concern

4 unchanged sentences

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

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

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

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

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

As of March 31, 2026, the Company has 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 March 31, 2026 and December 31, 2025, the Company had an accumulated deficit of $ 362.8 million and $ 358.6 million , respectively.

The Company’s net losses were $ 4.2 million and $ 14.1 million for the three months ended March 31, 2026 and 2025, respectively.

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

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

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

The Company concluded that substantial doubt continued to exist and that the Company’s cash and cash equivalents of $ 8.9 million as of March 31, 2026, were not sufficient for the Company to continue as a going concern for at least one year from the issuance date of these condensed consolidated financial statemen ts.

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.

As discussed in Note 15 , Subsequent Events , the Company entered into a securities purchase agreement in April 2026 pursuant to which the Company expects to receive gross proceeds of $ 10.0 million in May 2026 upon the closing of the initial tranche of senior secured convertible notes, subject to the satisfaction of specified closing conditions.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Assuming receipt of such funding, the Company currently expects to be able to maintain operations into the third 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 these efforts will be successful.

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 raising additional financing or profitable operations.

2 unchanged sentences

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

GAAP for interim financial information and include all adjustments consisting of normal recurring adjustments that the management of Senti Biosciences believes are necessary for a fair presentation of the periods presented and are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period.

Any reference in these notes to

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

GAAP for interim financial information and include all adjustments consisting of normal recurring adjustments that the management of the Company believes are necessary for a fair presentation of the periods presented and are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period.

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”).

The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiary.

The condensed consolidated financial statements include the accounts of Senti Biosciences Holdings, Inc., and its wholly-owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

The Company has one business activity and operates in one reportable segment.

The Company has one business activity and operates in one reportable segment within continuing operations.

Use of Estimates

1 unchanged sentence

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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Significant estimates and assumptions reflected in these condensed 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, and the determination of the incremental borrowing rate.

Significant estimates and assumptions reflected in these condensed 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, and the determination of the Company’s incremental borrowing rate.

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.

Actual results could differ from those estimates.

Reclassification of Prior-Period Amounts

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

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

Concentration of Credit Risk

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

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

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

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

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

Refer to Note 3 .

GeneFab Transaction for further details of the GeneFab transaction.

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

As of March 31, 2026 and 2025, the Company has not experienced any credit losses in such accounts or investments.

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 LLC (“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 (as defined in Note 3 ), which represents the Company’s most

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

significant lease liability on the condensed consolidated balance sheets as of March 31, 2026.

The Company has subleased the Alameda 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 landlord regardless of the performance of its subtenant.

Unaudited Interim Condensed Consolidated Financial

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

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

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

These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2026 and its results of operations for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or any other period.

The December 31, 2025 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual consolidated financial statements.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

GAAP have been condensed or omitted pursuant to such rules and regulations.

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

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

Recently Adopted Accounting Standards

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 and the related notes included in the Company’s Form 10-K, filed with the SEC on March 27, 2026, which provides a more complete discussion of the Company’s accounting policies and certain other information.

There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2026, as compared to the significant accounting policies described in the Company’s audited annual consolidated financial statements as of and for the year ended December 31, 2025.

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 condensed consolidated financial statements other than additional information that will be provided in the footnote disclosure.

In December 2025, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which improves income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

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

The Company adopted the guidance on January 1, 2025, and the adoption did not result in additional disclosures in the notes to the Company’s condensed consolidated financial statements, and we are evaluating the impact to our year end disclosures for 2025.

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 condensed 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 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.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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 condensed 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 ASU are not intended to result in significant changes for most entities.

The 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 condensed 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.

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

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

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

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

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

Refer to Note 5 .

Operating Leases for GeneFab Sublease considerations.

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

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

Related Parties for GeneFab related party considerations.

GeneFab prepaid expenses - related party

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

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

(“Valere”), a Delaware corporation and the parent company of GeneFab, which is wholly owned by Celadon Partners, LLC (“Celadon Partners”), 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 Alameda facility and certain of the Company’s non-oncology license rights, intellectual property related to the schematics for and design of the Alameda facility.

The original lease for the Alameda facility was entered into between the Company and 1430 South Loop Owner, LLC (the “Landlord”) in 2021 (the “Alameda Lease”).

On August 7, 2023, the Company subleased the Alameda facility to GeneFab in connection with the GeneFab Framework Agreement described above (the “GeneFab Alameda Sublease”).

On March 17, 2026, both of the Alameda Lease and GeneFab Alameda Sublease were amended as described in Note 5 .

Operating Leases .

On August 7, 2023, the Company and GeneFab also entered into a development and manufacturing services agreement (the “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”).

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

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

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

On June 12, 2024, the Company subleased to GeneFab a portion of the Company’s HQ Lease as defined in Note 5 .

Operating Leases , and this sublease is referred to as the “GeneFab HQ Sublease”.

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

Refer to Note 5 .

Operating Leases for details of the GeneFab HQ Sublease Amendment.

On March 17, 2026, the Company entered into a letter agreement with GeneFab (the “GeneFab Letter Agreement”) in connection with the lease and sublease amendments described in Note 5 .

Operating Leases .

The GeneFab Letter Agreement provides for a $ 1.4 million back rent payment from GeneFab 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 prepayment credit constitutes an immediate event of default under the GeneFab Alameda Sublease Amendment (defined in Note 5 ).

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

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

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

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

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 was initially recorded in GeneFab prepaid expenses - related party on the condensed 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, based on the GeneFab Letter Agreement, past-due rent of $ 3.4 million related to the GeneFab Alameda Sublease was converted into an additional prepaid expense for additional work under the 2024 Amended and Restated DMSA.

As of March 31, 2026, $ 3.3 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 condensed consolidated balance sheets.

GeneFab Economic Share

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

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

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

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 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 in ASC 825, Financial Instruments , and the GeneFab Economic Share was recorded as an asset in GeneFab Economic Share - related party on consolidated balance sheet at its fair value of $ 1.8 million on August 7, 2023.

As of March 31, 2026 and December 31, 2025, the Company determined that the fair value of the GeneFab Economic Share was zero .

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

1 unchanged sentence

Fair Value Measurements .

GeneFab Note Receivable

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.

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 the GeneFab Note Receivable was recorded as an asset in GeneFab receivable - related party on the condensed consolidated balance sheet at its fair value of $ 16.6 million on August 7, 2023.

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

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

Stockholders’ Equity , the Company, GeneFab and Valere entered into an amendment to the GeneFab Framework Agreement, pursuant to which the GeneFab Note Receivable was waived by the parties.

In April 2026, in connection with the Securities Purchase Agreement described in to Note 15 , Subsequent Events , the Company and Celadon entered into a Termination and Release Agreement.

Pursuant to this agreement, the GeneFab Economic Share has been terminated as of April 2026.

GeneFab Option

2 unchanged sentences

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 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 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 .

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 in GeneFab Option - related party on the condensed consolidated balance sheet at its fair value of $ 9.6 million on August 7, 2023.

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

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

As of March 31, 2026 and December 31, 2025, 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)

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

in the condensed consolidated statements of operations and comprehensive loss.

Refer to Note 10 .

Fair Value Measurements .

In April 2026, in connection with the Securities Purchase Agreement described in to Note 15 , Subsequent Events , the Company and Celadon entered into a Termination and Release Agreement.

Pursuant to this agreement, the GeneFab Option has been terminated as of April 2026.

Consolidation and Related Party

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

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.

The Company performs 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 three months ended March 31, 2026 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.

4 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

4 unchanged sentences

Property and equipment, net consisted of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

6 unchanged sentences

Property and equipment, net $ 12,100 $ 12,886

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

5 unchanged sentences

Total accrued expenses and other current liabilities $ 5,030 $ 5,354

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Other Non-current Liabilities

Other non-current liabilities consisted of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

4 unchanged sentences

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

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

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

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 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 March 31, 2026, 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 from the CIRM Grant as of both March 31, 2026 and December 31, 2025.

Operating Leases

Lessee Accounting

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.

Operating Lease - HQ Lease

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

For the Company’s corporate headquarters located in South San Francisco, California, the original lease was entered into between the Company and Britannia Biotech Gateway Limited Partnership (the “HQ Landlord”) in 2021, and amended in May 2019 and June 2020 (the “HQ 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.

Operating Lease - Alameda Lease

For the Alameda facility, the original lease was entered into between the Company and 1430 South Loop Owner, LLC (the “Alameda Landlord”) in 2021 and amended in March 2026 as described below (the “Alameda Lease”).

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 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:

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

On March 17, 2026, the Company and the Alameda Landlord entered into the first amendment to the Alameda Lease (the “Alameda Lease Amendment”).

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

The Alameda Lease Amendment also reduced the Company’s future base rent obligations for the remaining term of the lease and modified certain cost-sharing arrangements with respect to operating expenses, taxes, and utilities.

In connection with the Alameda Lease Amendment, the Alameda 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.

In May 2026, the Alameda Landlord drew the $ 2.0 million under the Company’s letter of credit.

As of the modification date on March 17, 2026, the Company accounted for the Alameda Lease Amendment as a lease modification under ASC 842.

The revised lease payments were discounted using an incremental borrowing rate determined as of the modification date, which reflected the Company’s estimated collateralized borrowing rate over a term consistent with the remaining lease term and incorporated updated market inputs, including treasury rates.

The resulting rate was substantially consistent with the rate used for the original Alameda Lease.

As a result of the remeasurement, the lease liability decreased by $ 9.9 million.

The decrease in the lease liability resulted in a corresponding $ 3.1 million reduction to the right-of-use asset, representing the carrying value of the asset immediately prior to the modification.

The remaining amount of $ 6.8 million, together with a $ 0.1 million reduction of certain operating expenses associated with the Alameda Lease Amendment, was recognized as a $ 6.9 million gain in the condensed consolidated statements of operations and comprehensive loss.

The exercise of the renewal options for both of the HQ Lease and Alameda Lease 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.

Operating lease costs are summarized as follows:

Three Months Ended March 31,

(in thousands) 2026 2025

1 unchanged sentence

Variable lease cost (1)

281 268 830 771

Short-term lease cost 7 6

2 unchanged sentences

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

Nine Months Ended September 30,

(in thousands) 2025 2024

Operating cash flows net outflows from operating lease $ ( 5,581 ) $ ( 5,412 )

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

September 30, 2025

Three Months Ended March 31,

(in thousands) 2026 2025

Supplemental cash flow information:

Operating cash flows used for operating leases $ ( 579 ) $ ( 1,839 )

Supplemental non-cash information

Decrease in operating lease right-of-use assets resulting from lease remeasurement $ 3,177 $ —

Decrease in operating lease liabilities resulting from lease remeasurement $ 9,939 $ —

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

March 31, 2026

Weighted-average remaining lease term (years) 5.5

Weighted-average discount rate 10.3 %

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

As of March 31, 2026, maturities of lease liabilities were as follows:

(in thousands)

4 unchanged sentences

Total lease liabilities $ 19,141

Impairment of Long-lived Assets

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

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

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

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

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

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

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

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

(1) Amount includes the $ 2.0 million that the Alameda Landlord was entitled to draw under the Company’s letter of credit pursuant to the Alameda Lease Amendment described above.

Lessor Accounting

GeneFab Subleases - Related Party ( Note 12 )

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.

GeneFab Subleases - Related Party

GeneFab Alameda Sublease

On August 7, 2023, the Company subleased the Alameda facility to GeneFab under a sublease agreement that was amended in March 2026 as described below (the “GeneFab Alameda Sublease”).

The facility supports the clinical manufacturing of the Company’s 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 are approximately $ 44.1 million.

On March 17, 2026, the Company and GeneFab entered into an amendment to the GeneFab Alameda Sublease (the “GeneFab Alameda Sublease Amendment”), and pursuant to which, the subleased premises were reduced to approximately 46,000 rentable square feet.

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

The GeneFab Alameda Sublease will expire in August 2032.

Following the GeneFab Alameda Sublease Amendment, aggregate undiscounted payments to be received by the Company are approximately $ 32.1 million over the full term of the GeneFab Alameda Sublease, including amounts attributable to periods both before and after the GeneFab Alameda Sublease Amendment.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

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

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

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

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

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

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

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

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

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

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

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

Alameda Lease Default

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

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

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

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

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

Landlord Consent

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

Pursuant to the Consent Amendment, the Alameda Landlord consented to the GeneFab Alameda Sublease Amendment in exchange for a payment of $ 1.0 million to the Alameda Landlord by the Company or GeneFab (the “Reduction Fee”).

The $ 1.0 million was paid to the Alameda Landlord by GeneFab in April 2026.

GeneFab HQ Sublease

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

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

As part of this agreement, GeneFab paid all past-due sublease rent to the Company for the GeneFab HQ Sublease and no longer subleases premises under the HQ Lease from the Company as of March 31, 2026.

BKPBIOTECH and JLSA2 Therapeutics Sublease

2 unchanged sentences

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 are approximately $ 1.4 million.

Total undiscounted payments to be received by the Company over the full term of the HQ Lease sublease were approximately $ 1.9 million.

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

As of March 31, 2026, maturities of the Company’s sublease payments were as follows:

(in thousands)

3 unchanged sentences

A summary of total sublease income was as follows:

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

Three Months Ended March 31,

(in thousands) 2026 2025

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

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

Total sublease income (expense) (1)

Sublease income - base rent $ 87 $ 1,417

Sublease income - variable 242 474

Total sublease income (1)

$ 329 $ 1,891

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

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

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

(1) On the condensed consolidated statement of operations, $ 0.1 million was recorded in GeneFab sublease income - related party and $ 0.2 million was recorded as other income for the three months ended March 31, 2026, and $ 1.7 million was recorded in GeneFab sublease income - related party and $ 0.2 million was recorded as other income for the three months ended March 31, 2025.

Stockholders’ Equity

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders.

1 unchanged sentence

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

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

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

Effective as of 5:00 p.m.

Eastern Time on July 17, 2024, the Company filed the Reverse Stock Split Amendment and effected a 1-for-10 reverse stock split of its shares of common stock (the “Reverse Stock Split”).

All common stock amounts and references have been retroactively adjusted for all figures presented to reflect this split unless specifically stated otherwise.

No fractional shares were issued in connection with the Reverse Stock Split.

Stockholders who would have otherwise been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would have otherwise been entitled multiplied by the closing sales price per share of the common stock (as adjusted for the Reverse Stock Split) on the Nasdaq Capital Market on July 17, 2024, the last trading day immediately preceding the effective time of the Reverse Stock Split.

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.”

Through March 31, 2026, no cash dividends have been declared or paid.

2025 ATM Agreement

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

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

Common Stock Purchase Agreement

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

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

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 shares of common stock sold, and has agreed to reimburse certain fees and disbursements and provide Leerink Partners with customary indemnification and contribution rights.

For the three months ended March 31, 2026 and 2025, no shares had been issued under the 2025 ATM Agreement.

To date of March 31, 2026, 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.

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.

The 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 certificate 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.

Each share of Series A redeemable convertible preferred stock will be issued at $ 2,250.00 per share and, subject to Stockholder Approval (defined below), is convertible into 1,000 shares of common stock.

Each share of Series A redeemable convertible preferred stock was issued at $ 2,250.00 per share and, subject to Stockholder Approval (defined below), was convertible into 1,000 shares of common stock.

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

2 unchanged sentences

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

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 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.

On December 31, 2024, the Company closed the second tranche of the Offering, in which the Company issued 4,444 shares of Series A

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

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 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 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.

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

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

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

redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock for 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 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.

The Company had no convertible preferred stock authorized or outstanding as of March 31, 2026 and December 31, 2025.

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

September 30, December 31,

March 31, December 31,

Stock options issued and outstanding 4,848,839 4,863,455

4 unchanged sentences

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 43,963,103 42,375,742

2 unchanged sentences

On January 1, 2026, the number of shares of common stock reserved for issuance under the 2022 EIP increased by 1,543,967 shares.

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

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

As of March 31, 2026, the total number of shares of common stock available for issuance under the 2022 Plan is 2,131,608 .

2022 Inducement Plan (the “2022 IN”)

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

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

As of March 31, 2026, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 2,132,767 .

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

On January 1, 2026, the number of shares of common stock reserved for issuance under the 2022 ESPP increased by 308,793 shares.

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

As of March 31, 2026, the total number of shares of common stock available for issuance under the ESPP is 436,474 .

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Stock-based Compensation

Total stock-based compensation was as follows:

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

Three Months Ended March 31,

(in thousands) 2026 2025

2 unchanged sentences

Total stock-based compensation

$ 1,315 $ 1,204

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:

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

Three Months Ended March 31,

(in thousands, except share and per share amounts) 2026 2025

5 unchanged sentences

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

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

2025 2024 2025 2024

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

Three Months Ended March 31,

Stock options issued and outstanding 4,848,839 4,655,262

4 unchanged sentences

Contingent earnout common stock — 100,000

Unvested early exercised common stock — 1,688 — 1,688

Total 39,262,254 39,646,547

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Cash, Cash Equivalents and Restricted Cash

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

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

2 unchanged sentences

Total $ 12,463 $ 19,948

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

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

September 30, 2025

(1) As of March 31, 2026 and December 31, 2025, restricted cash balance primarily consisted of a letter of credit for the Alameda 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 our cash equivalents and restricted cash:

March 31, 2026

(in thousands) Amortized Cost Fair Value

Money market funds $ 9,819 $

Total available-for-sale securities $ 14,033 $ 14,033

Classified as:

1 unchanged sentence

Restricted cash $ 3,528

Total available-for-sale securities $ 14,033

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

December 31, 2025

1 unchanged sentence

Money market funds $ 18,189 $

Total available-for-sale securities $ 39,407 $ 39,407

Classified as:

1 unchanged sentence

Restricted cash $ 3,528

Total available-for-sale securities $ 39,407

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

As of March 31, 2026 and December 31, 2025, 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.

September 30, 2025

March 31, 2026

(in thousands) Fair Value Level 1

5 unchanged sentences

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

Asset Classified as Level 3

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Assets Classified as Level 3

GeneFab Economic Share

1 unchanged sentence

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

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

Liability Classified as Level 3

As of March 31, 2026 and December 31, 2025, the Company determined that the fair value of the GeneFab Economic Share was zero due to the low probability of the events triggering the payment underlying the GeneFab Economic Share.

For the three months ended March 31, 2026, there was no change in fair value for the GeneFab Economic Share.

In April 2026, in connection with the Securities Purchase Agreement described in to Note 15 , Subsequent Events , the Company and Celadon entered into a Termination and Release Agreement.

Pursuant to this agreement, the GeneFab Economic Share has been terminated as of April 2026.

Liabilities Classified as Level 3

GeneFab Option

1 unchanged sentence

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

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

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

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

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

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

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

As of March 31, 2026 and December 31, 2025, the Company determined that the fair value of the GeneFab Option was zero due to the probability that a suitable license agreement, which is a condition of GeneFab obtaining the Option, would not be signed.

For the three months ended March 31, 2026, there was no change in fair value for the GeneFab Option.

In April 2026, in connection with the Securities Purchase Agreement described in to Note 15 , Subsequent Events , the Company and Celadon entered into a Termination and Release Agreement.

Pursuant to this agreement, the GeneFab Option has been terminated as of April 2026.

The Company’s income tax provision was zero for each of the three months ended March 31, 2026 and 2025.

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

Related Parties

New Enterprise Associates, Inc.

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

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

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

(“NEA”) held 12.1 % and 12.2 % shares of the outstanding share of the Company’s common stock as of March 31, 2026 and December 31, 2025, respectively.

NEA held one of the eight seats on the Board of Directors as of March 31, 2026 and 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 of Directors.

Celadon Partners, LLC

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

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

Celadon was assigned the GeneFab Option in 2024.

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

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

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

Celadon Partners LLC (“Celadon Partners”) held 31.4 % and 31.7 % shares of the outstanding share of the Company’s common stock as of March 31, 2026 and December 31, 2025, respectively, and is considered a related party to the Company.

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

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

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

As of March 31, 2026, Celadon Partners held three of the eight seats on the Board of Directors.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

On April 27, 2026, the Company entered into a securities purchase agreement with an accredited investor affiliated with Celadon Partners.

Refer to Note 15 , Subsequent Events for details.

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 September 30, 2025 and December 31, 2024, respectively, and is considered a related party to the Company.

Bayer, Healthcare, LLC (“Bayer”) held 9.0 % and 19.9 % shares of the outstanding share of the Company’s common stock as of March 31, 2026 and December 31, 2025, respectively, and is considered a related party to the Company.

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

3 unchanged sentences

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

As of March 31, 2026, Bayer has not exercised its option for a license.

For the three months ended March 31, 2026, the Company recognized collaboration revenue with Bayer of less than $ 0.1 million in the condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2026 and December 31, 2025, deferred revenue with Bayer of less than $ 0.1 million was recorded in the condensed 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 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” ) .

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

The Company was entitled for future services from GeneFab and made an advance payment to GeneFab, and such payment was recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets.

Refer to Note 3 .

GeneFab Transaction .

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

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

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

GeneFab Transaction for the financial assets and liabilities recorded on the condensed consolidated balance sheets related to GeneFab.

As of March 31, 2026, GeneFab subleased the facility included in the Alameda lease from the Company.

Refer to Note 5 .

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

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

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

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

As of March 31, 2026 and December 31, 2025, the Company recorded $ 0.6 million and $ 0.5 million, respectively, in GeneFab receivable - related party on the condensed consolidated balance sheet.

The Company’s research and development expenses under the services agreement was $ 0.3 million and $ 4.1 million for the three months ended March 31, 2026 and 2025, respectively.

Refer to Note 3 .

4 unchanged sentences

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Indemnification

4 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 condensed 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 Condensed Consolidated Financial Statements— (Continued)

Segment Reporting

1 unchanged sentence

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

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

As of March 31, 2026 and December 31, 2025, the Company’s cash and cash equivalents were $ 8.9 million and $ 16.4 million, respectively.

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

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

Three Months Ended March 31,

(in thousands) 2026 2025

Collaboration revenue - related party $ 16 $ —

Operating expenses:

4 unchanged sentences

General and administrative:

External services and supplies 1,072 1,674 4,564 4,480

Personnel-related expenses, including stock-based compensation 2,694 2,585

Facilities and other 1,557 1,636

External services and supplies 1,513 2,194

Depreciation and amortization 688 925

Gain on lease modification ( 6,882 ) —

Total operating expenses 4,632 16,397

1 unchanged sentence

Interest income 101 394

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

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

Sublease income 329 1,891

Other expense, net ( 35 ) —

Net loss $ ( 4,221 ) $ ( 14,112 )

Subsequent Events

Holding Company Reorganization

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

On April 1, 2026, Former Senti announced plans to implement the Reorganization.

On April 24, 2026, Former Senti completed the Reorganization pursuant the Merger Agreement.

Pursuant to the Merger Agreement, Merger Sub merged with and into Former Senti, with Former Senti continuing as the surviving corporation and a direct, wholly owned subsidiary of Senti Holdings, a direct, wholly owned subsidiary of the Company.

Following the Merger, the Company became the successor issuer to Former Senti pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended.

At the effective time of the Reorganization, each issued and outstanding share of Former Senti’s common stock was automatically converted into an equivalent corresponding share of the Company’s common stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding shares of Former Senti’s common stock.

Immediately following the Reorganization, the Company had, on a consolidated basis, the same assets, businesses and operations as Former Senti had immediately prior to the Reorganization, and the directors and executive officers of the Company were the same as those of Former Senti immediately prior to the Reorganization.

Shares of the Company’s common stock continue to trade on The Nasdaq Capital Market under the symbol “SNTI.”

The Company evaluated the Reorganization in accordance with ASC 855, Subsequent Events , and concluded that it represents a non-recognized subsequent event.

Accordingly, no adjustments have been made to the condensed consolidated financial statements as of and for the three months ended March 31, 2026.

Securities Purchase Agreement and the Notes

Securities Purchase Agreement

On April 27, 2026, the Company, Senti Holdings, and Former Senti, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with one accredited investor (the “Investor”).

The Investor is an entity affiliated with Celadon Partners SPV 24 (“Celadon”) and Celadon Partners, which is one of the Company’s related parties and largest stockholder as discussed in Note 12 .

Related Parties .

Pursuant to the Securities Purchase Agreement, Senti Holdings agreed to issue and sell, and Celadon agree to purchase, in a private placement up to $ 40.0 million in aggregate principal amount of its Senior Secured Convertible Notes (the “Notes”) in up to two tranches, subject to the satisfaction of certain specified closing conditions.

The terms of the Notes are described below in the section titled “The Notes” .

Pursuant to the Securities Purchase Agreement, the first tranche consists of $ 10.0 million in aggregate principal amount of the Notes that are to be issued (the “Initial Notes”), subject to the satisfaction of certain specified closing conditions, which include, but are not limited to, that Former Senti shall have consummated its holding company reorganization as described above in the section titled “Holding Company Reorganization” , which was consummated on April 24, 2026.

Pursuant to the Securities Purchase Agreement, the second tranche may consist of up to $ 30.0 million in aggregate principal amount of the Notes that are to be issued after the first tranche (the “Additional Notes”), subject to (1) Celadon’s discretionary election and (2) the satisfaction of certain specified closing conditions.

The Company will not be obligated to issue any Additional Notes unless the parties shall have executed, within thirty days of the closing of the Initial Notes, definitive documents for a potential transaction (the “CVR Transaction”) pursuant to which, if consummated, an entity affiliated with Celadon would merge with and into Senti Holdings and Senti Holdings would issue a contingent value right (a “CVR”) to the Company’s stockholders, which may pay out up to an aggregate of $ 60.0 million in cash subject to the achievement of certain regulatory and sales milestones with respect to the Company’s product candidate, SENTI-202.

Senti Holdings agreed to several covenants in the Securities Purchase Agreement, including, but not limited to:

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

• The Company agreed to use substantially all of the net proceeds from the sale of the Notes for general corporate purposes and to advance CMC and clinical trials for their product candidate, SENTI-202;

• Senti Holdings agreed to pay Celadon 3.0 % of the aggregate principal amount of the Notes purchased at a closing by Celadon and any purchaser of Notes brought in by Celadon;

• Senti Holdings and the Company each agreed to certain limitations on their ability to issue securities;

• As promptly as practicable, the Company agreed to solicit the approval of its stockholders at a meeting to be held not later than August 31, 2026 to approve the Company’s issuance of shares of its common stock underlying the Notes without giving effect to the Exchange Cap (as defined below) (the “Issuance Approval”), and Celadon agreed to vote in support of such proposal.

The Securities Purchase Agreement also included certain customary representations and warranties with respect to the Company, Senti Holdings and the Investor.

The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties therein, and may be subject to limitations agreed upon by the contracting parties.

Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding its terms, and not to provide investors with any other factual information regarding the Company, Senti Holdings or their business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

If the closing of the Initial Notes does not occur with respect to an Investor on or before fifteen business days from the date of entry into the Securities Purchase Agreement due to a failure to satisfy the closing conditions set forth in the Securities Purchase Agreement, the non-breaching party has the option to terminate the Securities Purchase Agreement with respect to such breaching party by delivering a written notice to that effect.

In the case of such termination, Senti Holdings would remain obligated to reimburse Celadon or its designee for certain expenses.

The Notes are to be issued directly to their holders (the “Holders”) and are Senti Holding’s senior, secured indebtedness and are to be guaranteed by the Company and all its direct and indirect subsidiaries (other than Senti Holdings) pursuant to a Guarantee (the “Guarantee”) in favor of the Investor.

The Notes will be secured by a first priority lien, subject to certain permitted liens, in all of the current and future assets of Senti Holdings, the Company and all direct and indirect subsidiaries of Senti Holdings, subject to certain customary exclusions.

The Notes will not bear any interest unless an event of default has occurred.

If issued, the Notes will have a maturity date (the “Maturity Date”) on the date that is the first business day immediately following the date that is six months after the closing date of the Initial Notes.

The Maturity Date may be extended at the option of a Holder (i) if there is an event of default occurring on the Maturity Date or any event that, with the passage of time and the failure to cure would result in an event of default and (ii) through the date that is ten business day after the consummation of a change of control that is publicly announced or of which the Holder received notice pursuant to the Notes.

On the Maturity Date, if the Notes have not previously been converted or exchanged, Senti Holdings is required to pay the Holder an amount in cash equal to 200 % of all outstanding principal and accrued and unpaid interest.

After issuance, a Holder may convert its Note for shares of Senti Holdings common stock at an initial conversion price of $ 0.6261 per share (the “Conversion Price”), which is subject to customary adjustments upon the occurrence of events specified in the Notes.

If Celadon (assuming it still holds the Notes) and the holders of the Notes representing at least a majority of the aggregate principal amount of the Notes then outstanding (the “Required Holders”) deliver a notice to convert at least a majority of the aggregate principal amount of the Notes then outstanding or the Company consummates the potential CVR Transaction, then the Company shall have the right to convert the remaining outstanding Notes.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

After issuance, the Notes may also be exchanged for shares of Company common stock at an initial exchange price of $ 0.6261 per share ( the “Exchange Price”), subject to customary adjustments upon the occurrence of events specified in the Notes.

If, after the Issuance Approval, the Required Holders exchange a majority of the aggregate principal amount of the Notes then outstanding or the Company consummates the potential CVR Transaction, then the Company shall have the right (but not the obligation) to require all remaining outstanding Notes to be exchanged.

At the election of a Holder, its Note may be subject to a beneficial ownership limitation.

In the case of such an election, the Holder shall choose a maximum percentage (up to 19.99 %), and it will not have the right to receive any shares of the Company’s common stock pursuant to the terms of the Note upon exchange that would exceed such maximum percentage.

The selected maximum percentage may be increased or decreased upon sixty-one days of notice.

In addition, in accordance with the rules of the Nasdaq Stock Market, the Company is not obligated to issue any shares of its common stock upon exchange beyond 19.99 % of the Company’s common stock outstanding as of the date of the Securities Purchase Agreement (the “Exchange Cap”) prior to the Issuance Approval.

If the Company fails to timely deliver shares of its common stock upon exchange, the Holder will have buy-in rights requiring the Issuer to pay cash equal to the Holder’s total purchase price for shares purchased in the market to cover such failure.

The Conversion Price and Exchange Price are each subject to full-ratchet anti-dilution adjustment upon certain issuances of common stock at a price below the then-effective Conversion Price or Exchange Price (a “Dilutive Issuance”), in which case the applicable Conversion Price or Exchange Price will be reduced to the price per share of such Dilutive Issuance.

The Notes contain customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, and changes in the business.

The Notes contain several customary events of default.

In the case of events of default that relate to bankruptcy, the Company is required to redeem the Notes in cash, and in the case of other events of default, the Holders may require the Company to redeem their Notes in cash.

The redemption price is the greater of (i) 200 % of the outstanding principal amount of the Notes and (ii) the product of (x) the principal amount being redeemed and (y) the quotient obtained by dividing the greatest closing sale price of the Issuer common stock during the event of default by the lowest exchange price during such period.

While any event of default is occurring, interest will accrue at an annual rate of 12.0 %.

Registration Rights Agreement

As a closing condition to issuances of Notes under the Securities Purchase Agreement, the Company and Former Senti expect to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor.

Upon entry into the Registration Rights Agreement, as reasonably practicable following any issuance of the Notes, but, in any event, not later than thirty days thereafter (the “Filing Date”) the Company would agree to file one or more resale registration statements on Form S-3 (or another appropriate form if Form S-3 is not available) providing for the resale by the Investor of the shares of common stock issuable upon exchange of the Notes (the “Registrable Shares”), and to use commercially reasonable efforts to cause any such resale registration statement to be declared effective as soon as practicable but in any event no later than the earlier of (a) the seventy-fifth calendar day following the Filing Date of such registration statement if the SEC notifies the Company that it will “review” the registration statement and (b) the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.

The Company will further agree to take all steps necessary to keep any such registration statement effective at all times until all Registrable Shares have been resold, or there remain no Registrable Shares.

Voting Agreement

Pursuant to the Securities Purchase Agreement, the Company has agreed to seek stockholder approval of (i) the potential CVR Transaction and (ii) the Issuer’s issuance of shares of its common stock underlying the Notes without giving effect to the Exchange Cap.

In connection with the obligation to seek such stockholder approval and as a condition to the issuance of Notes under the Securities Purchase Agreement, the Company expects to entered into a

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

voting agreement (the “Voting Agreement”) with directors and executive officers of the Company as well as Celadon, pursuant to which these parties agreed to vote all shares of the Company’s common stock they hold in favor of each stockholder proposal.

The Company evaluated the Securities Purchase Agreement and the Notes in accordance with ASC 855, Subsequent Events , and determined that it represents a non-recognized subsequent event.

Accordingly, no amounts have been recognized in the condensed consolidated financial statements as of and for the three months ended March 31, 2026.

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

What changed 10-Q

Item 1. Financial Statements