What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-13 · 132 added, 227 removed, 170 unchanged (68% of the section changed)

1 unchanged sentence

Senti Biosciences, Inc.

(“Senti”) entered into a business combination agreement (the “Agreement”) with Dynamics Special Purpose Corp.

(“Former Senti”) entered into a business combination agreement (the “Agreement”) with Dynamics Special Purpose Corp.

(“DYNS”) on December 19, 2021.

The transactions contemplated by the terms of the Agreement were completed on June 8, 2022 (the “Closing”), in conjunction with which DYNS changed its name to Senti Biosciences, Inc.

(hereafter referred to, collectively with its subsidiary, as “Senti,” the “Company,” “we,” “us,” or “our,” unless the context otherwise requires).

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

The transactions contemplated by the terms of the Agreement were completed on June 8, 2022, in conjunction with which DYNS changed its name to Senti Biosciences, Inc.

On April 24, 2026, we completed a holding company reorganization (the “Reorganization”) pursuant to which Senti Biosciences Holdings, Inc.

became the successor issuer to Former Senti and Former Senti became a direct, wholly owned subsidiary of Senti Holdings, Inc., a direct wholly owned subsidiary of Senti Biosciences Holdings, Inc.(hereafter referred to, collectively with its subsidiaries, as “Senti,” the “Company,” “we,” “us,” or “our,” unless the context otherwise requires).

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) as well as Senti’s audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) and filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026.

16 unchanged sentences

We are applying our gene circuit technologies to develop a pipeline of medicines that use chimeric antigen receptor (“CAR”) white blood cells with the goal of addressing major challenges and providing potentially lifesaving treatments for people living with cancer.

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

oncology indications with high unmet need.

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

Ltd., initiated a clinical trial for SENTI-301A for solid tumors manufactured using Celest Therapeutics’ process, which has ceased enrolling patients due to the observance of dose limiting toxicities.

We have incurred net losses of $18.1 million and $28.9 million for the three months ended September 30, 2025 and 2024, respectively, and net losses to $47.0 million and $52.2 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $12.2 million and $48.3 million, respectively, and an accumulated deficit of $344.1 million and $297.1 million, respectively.

Net cash flows used in operating activities were $36.6 million and $27.9 million during the nine months ended September 30, 2025 and 2024, respectively.

Our lead product candidates utilize off-the-shelf healthy adult

donor derived natural killer (“NK”) cells to create CAR-NK cells outfitted with gene circuit technologies in several oncology indications with high unmet need.

We have incurred net losses of $4.2 million and $14.1 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $8.9 million and $16.4 million, respectively, and an accumulated deficit of $362.8 million and $358.6 million, respectively.

Net cash flows used in operating activities were $7.5 million and $14.1 million during the three months ended March 31, 2026 and 2025, respectively.

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

12 unchanged sentences

Recent Developments

Transition of Interim Chief Financial Officer

On January 31, 2025, the Consulting Agreement between the Company and Yvonne Li, the Company’s Interim Chief Financial Officer, expired in accordance with its terms.

As such, effective January 31, 2025, Ms.

Li was no longer the Company’s principal financial officer and principal accounting officer.

On February 5, 2025, the Company and Ms.

Li entered into a new consulting agreement pursuant to which Ms.

Li served as a consultant to the Company and cooperated with the Company’s executive management team and other functional teams on an orderly transition of her responsibilities through March 31, 2025.

Appointment of Principal Financial Officer and Principal Accounting Officer

Following approval by the Board, Timothy Lu, M.D., Ph.D., our Chief Executive Officer, was appointed to serve as our interim principal financial officer and principal accounting officer, effective as of January 31, 2025,

until immediately following the Company’s filing of the Annual Report, when Mr.

Cross assumed responsibilities as the Company’s principal financial officer and principal accounting officer as noted below.

Appointment of Chief Financial Officer

On February 23, 2025, following the approval by the Board, Jay Cross was appointed as our Chief Financial Officer, effective as of March 3, 2025.

The Board also appointed Mr.

Cross to serve as our principal financial officer and principal accounting officer, effective immediately following the filing of the Annual Report.

Conversion of Series A Redeemable Convertible Preferred Stock

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

Subsequently, on March 10, 2025, we sent notices to our stockholders relating to the conversion of 21,157 shares of Series A redeemable convertible preferred stock into 21,157,000 shares of common stock, effective as of March 10, 2025.

Amended and Restated 2022 Equity Incentive Plan (“2022 EIP”)

On March 6, 2025, at the Special Meeting, our stockholders approved the Amended and Restated 2022 EIP, which (i) increased the number of shares of common stock available for issuance under the Company’s 2022 EIP by an additional 4,300,000 shares, (ii) increased the number of shares that may be issued pursuant to incentive stock options to an aggregate number of shares reserved for issuance under the 2022 EIP as of the date that stockholders approved the 2022 EIP and (iii) extended the term of the plan to the tenth anniversary of the date that stockholders approved the 2022 EIP.

The 2022 EIP was previously approved, subject to stockholder approval, by the Board.

Board Composition

On March 7, 2025, the Board approved the appointment of Feng Hsiung to the Board, pursuant to the terms of a letter agreement dated as of December 2, 2024, by and between us and Celadon.

In connection with Mr.

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

Hsiung was appointed to fill the vacancy created by the foregoing increase in the size of the Board, as a Class III director, to serve in such capacity until the annual meeting of stockholders in 2028 or until his earlier resignation, death or removal.

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

In connection with Mr.

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

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

Audit Committee Appointment

Effective March 7, 2025, Brenda Cooperstone, who was previously appointed as a member of the Audit Committee of the Board (the “Audit Committee”), tendered her resignation as a member of the Audit Committee.

Cooperstone continues to serve as a member of the Board and the Compensation Committee of the Board.

On March 7, 2025, upon the recommendation of its Nominating and Corporate Governance Committee, the Board unanimously appointed Feng Hsiung to serve as a member of the Audit Committee in addition to serving as a member of the Board, effectively immediately.

In addition to the annual stock option grant and the annual cash retainers for serving as a member of the Board, Mr.

Hsiung will be eligible to receive $7,500 annually for serving as a member of the Audit Committee.

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

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

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

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

Termination of Chardan Common Stock Purchase Agreement

On March 17, 2025, we provided notice to Chardan Capital Markets LLC (“Chardan”) that we were terminating the Common Stock Purchase Agreement and Registration Rights Agreement, as amended and restated on July 16, 2024, between us and Chardan.

2025 ATM Agreement

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

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

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

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

For the nine months ended September 30, 2025, we 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.

SENTI-202 Update

On April 28, 2025, we announced certain corporate updates including preliminary data from a Phase 1 clinical trial of SENTI-202, a potential first-in-class off-the-shelf Logic Gated selective CD33 OR FLT3 NOT EMCN chimeric antigen receptor natural killer investigational cell therapy, for the treatment of relapsed/refractory hematologic malignancies including acute myeloid leukemia.

On June 18, 2025, we announced that the FDA has granted Orphan Drug Designation to SENTI-202 for the treatment of relapsed/refractory hematologic malignancies including acute myeloid leukemia.

On August 5, 2025, we announced the determination of the recommended Phase 2 dose (“RP2D”) for SENTI-202 following completion of the dose-escalation portion of the ongoing Phase 1 clinical trial.

The RP2D was established at 1.5 × 10⁹ CAR-positive NK cells per dose, administered on Days 0, 7, and 14 of a 28-day cycle following lymphodepletion.

The safety profile observed to date has been manageable, and the maximum tolerated dose was not reached.

Enrollment is ongoing in the expansion cohort at the RP2D, with topline data expected before the end of 2025.

SN301A Update

We have collaborated with Celest Therapeutics (Shanghai) Co.

(Celest) to evaluate SN301A in a single center Investigator Sponsored Trial in China.

SN301A is a Celest product which incorporates our SENTI-301A gene circuit into Celest’s CAR-NK cells, which are made using Celest’s manufacturing platform in China, which is distinct from our manufacturing process.

Based on the observation of certain dose limiting toxicities in the SN301A

Investigator Sponsored Trial, enrollment has been stopped.

We are evaluating next steps with SENTI-301A/SN301A as part of ongoing pipeline prioritization.

GeneFab Sublease Default

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

We are working with GeneFab on a plan to address the nonpayment.

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

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

Our obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab.

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

We are currently in discussions with the landlord to cure the Default.

Lease Amendment and GeneFab Sublease Matters

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, GeneFab was in default under the GeneFab Alameda Sublease and the GeneFab HQ Sublease, and we were in default under the Alameda Lease for nonpayment of rent.

In March 2026, we entered into a series of agreements with our Alameda Landlord and GeneFab to restructure the Alameda Lease and related sublease arrangements and to cure the existing defaults.

On March 17, 2026, we entered into the Alameda Lease Amendment with the Alameda Landlord, pursuant to which we reduced the leased premises from approximately 92,000 rentable square feet to approximately 46,000 rentable square feet.

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

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

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

In connection with the Alameda Lease Amendment, on March 17, 2026, we entered into the GeneFab Alameda Sublease Amendment with GeneFab, 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 us under the Alameda Lease Amendment.

GeneFab also agreed to pay a $1.0 million Reduction Fee (as defined in Note 5 ) to the Alameda Landlord pursuant to the terms and conditions of the Consent Amendment (as defined in Note 5 ).

On March 9, 2026, we entered the GeneFab HQ Sublease Amendment with GeneFab, pursuant to which we accelerated the end of the HQ Lease, effective March 31, 2026.

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

On March 17, 2026,we entered into the GeneFab Letter Agreement with GeneFab in connection with the lease and sublease amendments described above.

The GeneFab Letter Agreement provides back rent payment of $1.4 million that may be satisfied, in whole or in part, through a cash prepayment credit to be applied toward work or services to be performed by GeneFab for us under the 2024 Amended and Restated DMSA, that we 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 we may access $2.0 million as a prepayment credit to be applied toward work or services to be performed by GeneFab for us under the 2024 Amended and Restated DMSA beginning September 1, 2026.

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

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

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

As a result of these transactions, the Alameda lease default and the GeneFab sublease defaults were cured.

Holding Company Reorganization

On April 24, 2026, we completed a holding company reorganization (the “Reorganization”) pursuant to which the Company became the successor issuer to Senti Biosciences, Inc.

(“Former Senti”) and Former Senti became a direct, wholly owned subsidiary of Senti Holdings, Inc., a direct wholly owned subsidiary of the Company.

The Reorganization did not result in any change to our consolidated operations, assets, liabilities, management or the Board of Directors.

Securities Purchase Agreement

On April 27, 2026, we entered into a securities purchase agreement with an accredited investor affiliated with Celadon, pursuant to which our wholly owned subsidiary, Senti Holdings, Inc.

may issue up to $40.0 million aggregate principal amount of senior secured convertible notes in up to two tranches, subject to specified closing conditions.

The initial tranche consists of $10.0 million, with an additional tranche of up to $30.0 million subject to the investor’s election and certain additional conditions.

Upon issuance, the Notes may be converted for shares of Senti Holdings’ common stock or, subject to stockholder approval, exchanged for shares of our common stock, in each case, initially at a price of $0.6261 per share, subject to customary adjustments and a full-ratchet anti-dilution adjustment if we issue or sell common stock at a price below the exchange/conversion price then in effect.

If the initial tranche is issued, we expect to receive net proceeds of $9.7 million.

The net proceeds from the transaction, if completed, are expected to be used for general corporate purposes, including advancing clinical and manufacturing activities for SENTI-202.

Components of Results of Operations

Collaboration Revenue - Related Party

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

For the three months ended March 31, 2026, collaboration revenue related to an option exercise period extension fee under our Collaboration and Option Agreement (“BlueRock Agreement”) with BlueRock Therapeutics LP (“BlueRock”) and was recognized ratably over the extension period.

BlueRock is a related party to us.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 12 — Related Parties ” in this Report for details.

Operating Expenses

1 unchanged sentence

Research and Development Expenses

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

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

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

• expenses incurred in connection with research, laboratory consumables and preclinical studies;

• expenses incurred in connection with research, laboratory consumables, and clinical and preclinical studies;

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

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

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

5 unchanged sentences

Our direct external development program expenses reflect external costs attributable to our preclinical development candidates selected for further development as well as INDs and clinical development activities.

expenses include third-party contract costs relating to manufacturing, clinical trial activities, translational medicine and toxicology activities.

Such expenses include third-party contract costs relating to manufacturing, clinical trial activities, translational medicine and toxicology activities.

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

Research and development expenses consisted of the following:

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

2025 2024 2025 2024

(in thousands) (unaudited) (unaudited) (unaudited) (unaudited)

Three Months Ended

(in thousands) (unaudited) (unaudited)

External services and supplies $ 2,236 $ 6,197

30 unchanged sentences

General and administrative expenses consisted of the following:

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

2025 2024 2025 2024

(in thousands) (unaudited) (unaudited) (unaudited) (unaudited)

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

Three Months Ended

(in thousands) (unaudited) (unaudited)

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 469 701

Total $ 6,233 $ 7,116

Gain on lease modification

For the three months ended March 31, 2026, gain on lease modification of $6.9 million relates to the Alameda Lease Amendment.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 5 — Operating Leases ” in this Report for details

Other Income (expense), net

1 unchanged sentence

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

GeneFab sublease Income (expense)- related party

GeneFab sublease Income (expense) - related party represents income from our sublease agreements with GeneFab.

In the third quarter of 2025, we determined that collectibility of certain rent payments under our related-

party sublease with GeneFab were no longer probable.

As a result, we reversed $3.3 million of previously recognized sublease income in accordance with ASC 842 and will recognize future lease income only as payments are received.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 5 — Operating Leases ” in this Quarterly Report for details.

Other income (expense), net

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

Change in Fair Value of GeneFab Option - related party

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

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

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 10 — Fair Value Measurements ” in this Quarterly Report for details.

Change in Fair Value of GeneFab Economic Share - related party

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

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

Refer to Part I, Item 1.

Change in Fair Value of GeneFab Note Receivable - related party

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

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

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 3 — GeneFab Transaction ” in this Quarterly Report for details.

GeneFab sublease Income - related party

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

Amounts are recorded based on our determination of collectability, and the sublease income amounts were deemed probable as of March 31, 2026.

Other income, net

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

Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

The following table summarizes our results of operations for the three months ended September 30, 2025 and 2024:

Three Months Ended September 30,

2025 2024 Change

(in thousands) (unaudited) (unaudited)

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)

$ 10,516 $ 8,655 $ 1,861

General and administrative 6,432 6,560 (128)

Total operating expenses 16,948 15,215 1,733

Loss from operations (16,948) (15,215) (1,733)

Other income (expense):

Interest income 166 150 16

GeneFab sublease income (expense) - related party (1,567) 1,657 (3,224)

Other income (expense), net 223 (11) 234

Change in fair value of GeneFab Option - related party — 2,386 (2,386)

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

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

Total other expense, net

(1,178) (13,651) 12,473

Net loss $ (18,126) $ (28,866) $ 10,740

Research and development expenses .

Research and development expenses were $10.5 million and $8.7 million for the three months ended September 30, 2025 and 2024, respectively.

The increase of $1.8 million was primarily due to an increase of $1.4 million in external services and supplies cost and an increase of $0.7 million in personnel-related expenses, offset by a decrease of $0.3 million in facilities and other costs.

General and administrative expenses .

General and administrative expenses were $6.4 million and $6.6 million for the three months ended September 30, 2025 and 2024, respectively.

The decrease of $0.2 million was primarily due to a decrease of $0.7 million in external services and supplies cost and a decrease of $0.6 million in facilities and other costs, partially offset by an increase of $1.1 million in personnel-related expenses.

Interest income.

Interest income was $0.2 million for both the three months ended September 30, 2025 and 2024.

GeneFab sublease income (expense) - related party.

The decrease of $3.2 million was primarily due to a $3.3 million reversal of previously recognized sublease income in accordance with ASC 842.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 5 — Operating Leases ” in this Quarterly Report for details.

Other income (expense), net.

The increase in other income of $0.2 million was primarily due to income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics which commenced in October 2024.

Change in fair value of GeneFab Option - related party.

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

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

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

As of September 30, 2025 and December 31, 2024, we determined that the fair value of the GeneFab Economic Share was zero due to the low probability of the

events triggering the payment underlying the GeneFab Economic Share.

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

Change in Fair Value of GeneFab Note Receivable - related party.

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

Comparison of the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30,

2025 2024 Change

(in thousands) (unaudited) (unaudited)

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:

Three Months Ended

(in thousands) 2026 2025 Change

Collaboration revenue - related party $ 16 $ — $ 16

Operating expenses:

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

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

5,281 9,281 (4,000)

General and administrative 6,233 7,116 (883)

Gain on lease modification (6,882) — (6,882)

Total operating expenses 4,632 16,397 (11,765)

Loss from operations (4,616) (16,397) 11,781

Other income (expense):

Other income:

Interest income 101 394 (293)

GeneFab sublease income - related party 80 1,713 (1,633)

1,732 4,705 (2,973)

Other income (expense), net 610 (6) 616

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

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

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

Total other income (expense), net 3,172 (7,308) 10,480

Other income, net 214 178 36

Total other income 395 2,285 (1,890)

Net loss $ (4,221) $ (14,112) $ 9,891

Collaboration revenue - related party.

For the three months ended March 31, 2026, collaboration revenue related to an option exercise period extension fee under the BlueRock Agreement with a related party and was recognized ratably over the extension period.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 12 — Related Parties ” in this Report for details.

Research and development expenses .

Research and development expenses were $29.8 million and $26.6 million for the nine months ended September 30, 2025 and 2024, respectively.

The increase of $3.2 million was primarily due to an increase of $3.7 million in external services and supplies cost, partially offset by $0.5 million in facilities and other cost.

Research and development expenses were $5.3 million and $9.3 million for the three months ended March 31, 2026 and 2025, respectively.

The decrease of $4.0 million was primarily due to a decrease of $4.0 million in external services and supplies cost.

General and administrative expenses .

General and administrative expenses were $20.3 million and $18.3 million for the nine months ended September 30, 2025 and 2024, respectively.

The increase of $2.0 million was primarily due to an increase of $2.7 million in personnel-related expense, partially offset by a decrease of $0.7 million in facilities and other costs.

General and administrative expenses were $6.2 million and $7.1 million for the three months ended March 31, 2026 and 2025, respectively.

The decrease of $0.9 million was primarily due to a decrease of $0.7 million in external services and supplies cost, a decrease of $0.2 million in depreciation and amortization, and a decrease of $0.1 million in facilities and other cost, partially offset by an increase of $0.1 million in personnel-related expenses, including stock-based compensation.

Gain on lease modification .

Gain on lease modification was $6.9 million for the three months ended March 31, 2026.

The gain is a one-time income due to the Alameda Lease Amendment.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 5 — Operating Leases ” in this Report for details.

Interest income.

Interest income was $0.8 million and $0.7 million for the nine months ended September 30, 2025 and 2024, respectively.

The increase is attributed to higher average cash balances in the relevant periods.

Interest income was $0.1 million and $0.4 million for the three months ended March 31, 2026 and 2025, respectively.

The decrease is attributed to lower average cash balances in the relevant periods.

GeneFab sublease income - related party.

The decrease of $3.0 million was primarily due to a $3.3 million reversal of previously recognized sublease income in accordance with ASC 842, offset by increased sublease income from a portion of our HQ lease, which started on June 12, 2024.

GeneFab sublease income - related party was $0.1 million and $1.7 million for the three months ended March 31, 2026 and 2025, respectively.

The decrease was due to the Alameda Lease Amendment.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 5 — Operating Leases ” in this Quarterly Report for details.

Other income (expense), net.

The increase in other income of $0.6 million was primarily due to income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics which commenced in October 2024.

Change in fair value of GeneFab Option - related party.

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

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

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

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

Change in Fair Value of GeneFab Note Receivable - related party.

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

“Condensed Consolidated Financial Statements (Unaudited)—

Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 5 — Operating Leases ” in this Report for details.

Other income, net.

Other income, net remained relatively consistent period over period, and fluctuations were not material.

Liquidity and Capital Resources

2 unchanged sentences

We have incurred net losses and negative cash flows from operations since our inception and anticipate we will continue to incur net losses for the foreseeable future.

As of September 30, 2025 , we had $12.2 million in cash and cash equivalents, and an accumulated deficit of $344.1 million.

As of March 31, 2026 , we had $8.9 million in cash and cash equivalents, and an accumulated deficit of $362.8 million.

We will need substantial additional funding to support our continuing operations and pursue our development strategy.

3 unchanged sentences

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

From inception to September 30, 2025 , we 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.

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

From inception to March 31, 2026 , we raised aggregate gross proceeds of $368.6 million from the merger in 2022, the issuance of shares of common stock, the issuance of shares of redeemable convertible preferred stock, the issuance of convertible notes, and, to a lesser extent, through collaboration agreements and governmental grants and loans.

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

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

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

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

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

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

For the nine months ended September 30, 2024, we sold 3,593 shares of common stock under the A&R Purchase Agreement.

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

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

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

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

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

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

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 our instructions, including any price, time or size limits specified by us.

We pay Leerink Partners a commission equal to 3.0% of the gross proceeds of any shares of common stock sold, and have 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 were issued under the 2025

ATM Agreement.

To date of March 31, 2026, we sold $4,833,477 shares of common stock under the 2025 ATM Agreement at a weighted average price of $2.38 per share, resulting in gross proceeds of $11.5 million and net proceeds of $10.6 million after sales agent commissions and offering costs.

The agreement with CIRM, as described in Part I, Item 1.

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

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

We received an aggregate of $8.0 million from the CIRM Grant as of both March 31, 2026 and December 31, 2025.

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

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

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

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.

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

Nine Months Ended September 30,

(in thousands) (unaudited) (unaudited)

Three Months Ended

(in thousands) 2026 2025

Net cash provided by (used in):

4 unchanged sentences

Operating Activities

For the nine months ended September 30, 2025, net cash used in operating activities of $36.6 million was primarily due to our loss of $47.0 million with non-cash adjustments of $2.7 million for depreciation and $4.3 million for stock-based compensation expense.

Other material changes included a $4.6 million decrease in GeneFab prepaid expenses - related party, a $1.7 million decrease in operating lease right-of-use assets, and a $3.4 million decrease in operating lease liabilities.

For the nine months ended September 30, 2024, net cash used in operating activities of $27.9 million was primarily due to our loss of $52.2 million with non-cash adjustments of $17.2 million loss from change in fair value of the GeneFab Note Receivable, $6.3 million gain from change in fair value of the GeneFab Option, $1.8 million loss from change in fair value of GeneFab Economic Share, $2.9 million for depreciation and $1.2 million for stock-based compensation expense.

Other material changes were comprised of $10.9 million decrease in GeneFab prepaid expenses, $1.1 million decrease in prepaid expenses and other assets, $0.1 million increase in other liabilities, net of

current portion, offset by $3.1 million decrease in accounts payable and accrued expenses and $3.0 million decrease in operating lease liabilities.

For the three months ended March 31, 2026, net cash used in operating activities of $7.5 million was primarily due to our loss of $4.2 million with non-cash adjustments $6.8 million for gain from lease modification, $0.7 million for depreciation and $1.3 million for stock-based compensation expense.

Other material changes were comprised of $1.9 million decrease in accounts payables and $2.0 million increase in GeneFab sublease deferred income - related party.

For the three months ended March 31, 2025, net cash used in operating activities of $14.1 million was primarily due to our loss of $14.1 million with non-cash adjustments of $0.9 million for depreciation and $1.2 million for stock-based compensation expense.

Other material changes were comprised of $1.1 million decrease in accrued expenses and other current liabilities and $1.1 million decrease in operating lease liabilities.

Investing Activities

For the nine months ended September 30, 2025, net cash used in investing activities of $0.2 million was primarily due to purchases of property and equipment.

For the nine months ended September 30, 2024, net cash provided by investing activities was nominal.

For the three months ended March 31, 2026, cash provided by investing activities of $0.1 million relates to the sale of property and equipment.

For the three months ended March 31, 2025, there was no cash provided by or used in investing activities.

Financing Activities

For the nine months ended September 30, 2025, net cash provided by financing activities was $0.7 million, primarily due to $2.5 million received under the CIRM Grant and proceeds from issuance of common stock related to the ATM Agreement, net of commissions of $0.7 million, offset by the payment of issuance costs of $2.5 million.

For the nine months ended September 30, 2024, net cash provided by financing activities was primarily due to $2.4 million proceeds received under the CIRM Grant.

For the three months ended March 31, 2026, cash used in financing activities related to the net settlement of stock awards for employee taxes of $0.1 million.

For the three months ended March 31, 2025, net cash used in financing activities was $0.4 million, primarily due to the payment of issuance costs of $1.9 million, offset by CIRM Grant received of $1.5 million.

Funding Requirements

We concluded that substantial doubt about our ability to continue as a going concern continues to exist and that our cash and cash equivalents of $12.2 million as of September 30, 2025, are not sufficient for us to continue as a going concern for at least one year from the issuance date of the condensed consolidated financial statements.

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

We concluded that substantial doubt continued to exist and that our cash and cash equivalents of $8.9 million as of March 31, 2026, were not sufficient for us to continue as a going concern for at least one year from the issuance date of the condensed consolidated financial statements.

Based on our current operating plan and existing unrestricted cash and cash equivalents, we have determined that we may not be able to maintain current operations starting as early as the second quarter of 2026.

As discussed in Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 15 — Subsequent Events” , we entered into a securities purchase agreement in April 2026 pursuant to which we expect 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.

Assuming receipt of such funding, we currently expect to be able to maintain operations into the third quarter of 2026.

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

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

18 unchanged sentences

Contractual Obligations and Commitments

Our obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab.

GeneFab is currently in default under the GeneFab Sublease and has not indicated when it will pay us the full amount of overdue rent payments, but we are working with GeneFab on a plan to address the nonpayment.

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

In addition, on September 28, 2025, we received a notice of default from the landlord on our Alameda lease stating that, as of September 26, 2025, we were in default (the “Default”) for nonpayment of rent in the amount of approximately $0.4 million (the “Default Amount”).

We are currently in discussions with the landlord to cure the default.

As of September 30, 2025, the Alameda lease has not been terminated, and we continue to recognize the right-of-use asset and lease liability associated with the Alameda lease.

There were no other material changes outside of the ordinary course of business in our contractual obligations as of September 30, 2025 , from those as of December 31, 2024 as reported in our Annual Report.

We entered into the Alameda Lease Amendment, which reduced the leased premises and corresponding future lease payments.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 5 — Operating Leases ” in this Report for details on our lease and sublease obligations.

Except as described above, there were no material changes outside of the ordinary course of business in our contractual obligations as of March 31, 2026, from those as of December 31, 2025 as reported in our Annual Report.

Off-Balance Sheet Arrangements

1 unchanged sentence

Critical Accounting Estimates

For the nine months ended September 30, 2025, there have been no material changes to our critical accounting policies and estimates compared to those disclosed in Part II, Item 7 of our Annual Report.

For three months ended March 31, 2026, there have been no material changes to our critical accounting policies and estimates from those disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.

Emerging Growth Company Status

2 unchanged sentences

We expect to remain an emerging growth company until the earlier of:

(1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Dynamics Initial Public Offering (“IPO”) (which occurred on May 25, 2021), (b) in which we have total annual revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter and our net sales for the year exceed

$100 million;

and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding, rolling three-year period.

7 unchanged sentences

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 14 — Segment Reporting ” in this Quarterly Report for additional information related to operating segment.

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

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

3 unchanged sentences

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 2. Management’s Discussion and Analysis