What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-14 · 354 added, 243 removed, 468 unchanged (56% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

March 31, December 31,

June 30, December 31,

CURRENT ASSETS

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TOTAL ASSETS $ 33,105 $ 51,223

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

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Accrued expenses and other current liabilities 4,082 5,354

Convertible notes - related party 3,993 —

Operating lease liabilities, current 3,492 5,330

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Commitments and contingencies ( Note 14 )

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY (DEFICIT)

Common stock, $ 0.0001 par value;

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

500,000,000 shares authorized as of both June 30, 2026 and December 31, 2025;

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

Additional paid-in capital 372,139 364,158

Accumulated deficit ( 375,543 ) ( 358,572 )

TOTAL STOCKHOLDERS’ EQUITY 2,565 5,589

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 38,241 $ 51,223

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) ( 3,401 ) 5,589

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 33,105 $ 51,223

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

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(In thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Collaboration revenue - related party $ 17 $ — $ 33 $ —

Operating expenses:

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

Research and development (including related party costs of $ 3,516 and $ 3,586 for the three months ended June 30, 2026 and 2025, respectively, and $ 3,798 and $ 7,656 for the six months ended June 30, 2026 and 2025, respectively)

7,767 10,029 13,048 19,310

General and administrative 6,739 6,769 12,972 13,885

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GeneFab sublease income - related party 996 1,586 1,076 3,299

Change in fair value of convertible notes - related party 271 — 271 —

Other income, net 417 209 631 387

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SENTI BIOSCIENCES HOLDINGS, INC.

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

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

(In thousands, except share data)

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Common Stock Additional Paid-in Capital Accumulated Deficit

Total Stockholders’ Equity (Deficit)

Shares Amount Shares Amount

Balance 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 — — — —

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

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

Net loss — — — — — ( 4,221 ) ( 4,221 )

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

Capital contribution from related party — — — — 5,736 — 5,736

Stock-based compensation — — — — 1,048 — 1,048

Net loss — — — — — ( 12,750 ) ( 12,750 )

Balance at June 30, 2026 — $ — 31,144,754 $ 3 $ 372,139 $ ( 375,543 ) $ ( 3,401 )

Redeemable Convertible Preferred Stock

Common Stock Additional Paid-in Capital Accumulated Deficit

Total Stockholders’ Equity

Shares Amount Shares Amount

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

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

Conversion of Series A redeemable convertible preferred stock to common stock ( 21,157 ) ( 25,106 ) 21,157,000 2 25,104 — 25,106

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

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 — — — —

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

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

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

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

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(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

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Gain on lease modification ( 6,762 ) —

Gain on change in fair value of convertible notes - related party ( 271 ) —

Convertible note issuance costs included in net loss - related party 300 —

Other non-cash charges 52 39

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Proceeds from sale of property and equipment 114 12

Net cash provided by investing activities 114 —

Purchases of property and equipment — ( 196 )

Net cash provided by (used in) investing activities 114 ( 184 )

CASH FLOWS FROM FINANCING ACTIVITIES

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

Proceeds from issuance of convertible notes - related party 9,700 —

Payment of issuance costs ( 25 ) ( 2,457 )

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

Proceeds from CIRM Grant — 2,520

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

Proceeds from issuance of common stock related to ATM, net of commissions — 534

Net cash provided by financing activities 9,557 597

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 12,059 ) ( 26,710 )

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SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:

Six Months Ended June 30,

Capital contribution from related party upon initial recognition of convertible notes at fair value - related party $ 5,736 $ —

Unpaid issuance costs $ 340 $ —

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.

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Organization and Description of Business

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 Biosciences Holdings, Inc., together with 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.

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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.

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, dated as of April 24, 2026, among Former Senti, the Company and Senti Biosciences Merger Sub, Inc.

(the “Reorganization Merger Agreement”).

Senti Biosciences Merger Sub, Inc., a Delaware corporation (“Reorganization Merger Sub”), was a direct, wholly owned subsidiary of Senti Holdings, Inc.

(“Senti Holdings”), a Delaware corporation and a direct, wholly owned subsidiary of the Company.

Pursuant to the terms of the Reorganization Merger Agreement, Reorganization 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 “Reorganization Merger”).

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

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

Liquidity and Going Concern

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

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.

As of June 30, 2026, the Company has raised aggregate gross proceeds of approximately $ 378.3 million through the merger in 2022, issuances of common stock, redeemable convertible preferred stock, convertible notes, collaboration arrangements, and governmental grants and loans.

As of June 30, 2026 and December 31, 2025, the Company had an accumulated deficit of $ 375.5 million and $ 358.6 million , respectively.

The Company’s net losses were $ 17.0 million and $ 28.8 million for the six months ended June 30, 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 $ 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.

In May 2026, Senti Holdings issued $ 10.0 million in aggregate principal amount of senior secured convertible notes.

Senti Holdings received gross cash proceeds of $ 10.0 million and paid a $ 0.3 million fee to the note holder pursuant to the terms of the Securities Purchase Agreement (as defined in Note 6 ).

While this financing improved

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.

the Company’s liquidity, the Company concluded that substantial doubt continued to exist and that the Company’s cash and cash equivalents of $ 6.5 million as of June 30, 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 statements.

Subsequent to June 30, 2026, the Company entered into the Merger Agreement and related transactions described in Note 16 , Subsequent Events.

In August 2026, in connection with the Merger Agreement, Senti Holdings issued an aggregate principal amount of $ 4.0 million of additional senior secured convertible notes pursuant to the terms of the Securities Purchase Agreement and received cash proceeds of approximately $ 3.9 million.

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

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

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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, and the determination of the Company’s 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 fair value of the convertible notes - related party, 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.

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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.

As of June 30, 2026 and December 31, 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

The Company currently depends on GeneFab LLC

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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

(“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 effect 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 significant lease liability on the condensed consolidated balance sheets as of June 30, 2026.

The Company has subleased the Alameda Lease to GeneFab.

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

Unaudited Interim Condensed Consolidated Financial

Convertible Notes - Related Party

During the three months ended June 30, 2026, Senti Holdings issued senior secured convertible notes to a related-party investor.

Refer to Note 6 .

Securities Purchase Agreement and the Notes , for the Company’s accounting policy and additional information regarding the convertible notes.

Unaudited Interim Condensed Consolidated Financial Statements

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 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.

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 June 30, 2026 and its results of operations for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025.

The results of operations for the three and six months ended June 30, 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.

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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.

Except for the accounting policy related to the Company’s convertible notes - related party described in Note 6 .

Securities Purchase Agreement and the Notes , there have been no material changes to the Company’s significant accounting policies as of and for the three and six months ended June 30, 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

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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.

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

impact on the Company’s condensed consolidated financial statements other than additional information that will be provided in the footnote disclosure.

In November 2024, the FASB issued ASU No.

2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments , which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions.

The guidance is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual reporting periods, and may be applied on either a prospective or retrospective basis.

The Company adopted this ASU on January 1, 2026 using the prospective transition method.

The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In December 2025, the FASB issued ASU No.

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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.

The Company is currently evaluating the impact of adopting this ASU 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.

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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.

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

In December 2025, the FASB issued ASU No.

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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.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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”).

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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)

GeneFab prepaid expenses - related party

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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

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.

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 Economic Share has been terminated as of April 2026.

GeneFab Option

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

up to $ 20.0 million worth) of the Company’s common stock at a per share purchase price of $ 10.18670 (the “GeneFab Option”).

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

The GeneFab Option may be exercised in installments of common stock equal to no more than 19.9 % of the 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.

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 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)

In March 2026, pursuant to the GeneFab Letter Agreement, $ 3.4 million of past-due rent related to the GeneFab Alameda Sublease was converted into a prepayment for future manufacturing and research activities under the 2024 Amended and Restated DMSA.

The Company accounted for the GeneFab Letter Agreement as a recognized subsequent event and reflected the $ 3.4 million prepayment in its consolidated balance sheet as of December 31, 2025.

In May 2026, the Company made an additional advance payment of $ 5.1 million to GeneFab for additional work as part of the 2024 Amended and Restated DMSA.

As of June 30, 2026, $ 4.9 million of these prepayments were remaining to be amortized against future manufacturing and research activities, which were recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets.

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.

GeneFab Option

On August 7, 2023, GeneFab was granted an option to purchase up to 1,963,344 shares of the Company’s common stock at an exercise price of $ 10.18670 per share, representing an aggregate exercise price of up to $ 20.0 million (the “GeneFab Option”).

The Company determined that the GeneFab Option was a derivative because certain provisions of the instrument precluded equity classification under ASC 815, Derivatives and Hedging (“ASC 815”).

Accordingly, the GeneFab Option was initially recognized as a liability at its fair value of $ 9.6 million on August 7, 2023 and was subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

In April 2026, in connection with the Securities Purchase Agreement described in Note 6 , Securities Purchase Agreement and the Notes , the Company and Celadon entered into a Termination and Release Agreement pursuant to which the GeneFab Option was terminated.

Accordingly, no liability related to the GeneFab Option remained outstanding as of June 30, 2026.

Consolidation and Related Party

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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.

There were no material changes to the Company’s involvement with GeneFab during the three and six months ended June 30, 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, Related Party Disclosures (“ASC 850”).

Refer to Note 13 .

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Prepaid expenses and other current assets consisted of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

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Total prepaid expenses and other current assets $ 1,055 $ 1,655

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Property and Equipment, Net

Property and equipment, net consisted of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

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Property and equipment, net $ 11,433 $ 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:

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

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Other non-current liabilities consisted of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

Liabilities associated with CIRM Grant $ 8,000 $ 7,950

Other 208 149

Total other non-current liabilities $ 8,000 $ 8,099

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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.

If no CIRM-funded products are commercialized, no royalty

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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.

As of June 30, 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.

As presented in the table above, the Company received an aggregate of $ 8.0 million from the CIRM Grant as of both June 30, 2026 and December 31, 2025.

Operating Leases

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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”).

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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 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 operating expenses in the condensed consolidated statements of operations and comprehensive loss.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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Variable lease cost (1)

158 269 396 549

Short-term lease cost 15 6 22 12

Total lease cost $ 1,193 $ 1,559 $ 2,658 $ 3,133

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

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

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2026 2025

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

March 31, 2026

June 30, 2026

Weighted-average remaining lease term (years) 5.3

Weighted-average discount rate 10.3 %

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

As of June 30, 2026, maturities of lease liabilities were as follows:

(in thousands)

4 unchanged sentences

Total lease liabilities $ 16,233

(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

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GeneFab Alameda Sublease

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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”).

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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)

Landlord Consent

12 unchanged sentences

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

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

As of June 30, 2026, maturities of the Company’s sublease payments were as follows:

(in thousands)

2 unchanged sentences

Total undiscounted sublease payments

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

A summary of total sublease income was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

3 unchanged sentences

$ 1,418 $ 1,794 $ 1,747 $ 3,685

(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

Total sublease income breakdown on the condensed consolidated statements of operations and comprehensive loss was as follows:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

GeneFab sublease income - related party $ 996 $ 1,586 $ 1,076 $ 3,299

Other income, net 422 208 671 386

Total sublease income

$ 1,418 $ 1,794 $ 1,747 $ 3,685

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 13 .

Related Parties .

Pursuant to the Securities Purchase Agreement, Senti Holdings agreed to issue and sell, and the Investor agreed to purchase, in a private placement up to $ 40.0 million aggregate principal amount of senior secured convertible notes (the “Notes”), subject to the satisfaction of specified closing conditions.

The first tranche consisted of $ 10.0 million in aggregate principal amount of the Notes (the “Initial Notes”), which was issued on May 20, 2026.

The second tranche may consist of up to $ 30.0 million aggregate principal amount of additional Notes, subject to the Investor’s election and the satisfaction of specified closing conditions under the Securities Purchase Agreement.

See Note 16 , Subsequent Events , for additional information with respect to Senti Holdings’ issuance of additional Notes.

Assuming stockholder approval of the Company’s issuance of shares of its common stock underlying the Notes without giving effect to the Exchange Cap (the “Issuance Approval”) is obtained and the Investor immediately exchanges the Initial Notes for shares of the Company’s common stock, Celadon would beneficially own approximately 54.6 % of the Company’s outstanding common stock following the exchange of the $ 10.0 million in aggregate principal amount of Initial Notes.

Initial Notes

On May 20, 2026, Senti Holdings issued the Initial Notes with an aggregate principal amount of $ 10.0 million and received gross cash proceeds of $ 10.0 million.

In connection with the issuance, the Company paid a $ 0.3 million fee to the Investor and incurred $ 0.4 million of third-party issuance costs.

The Company recognized the $ 0.7 million of aggregate issuance costs in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2026.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

The Initial Notes are guaranteed by the Company and all of its direct and indirect subsidiaries, other than Senti Holdings, and are secured by all of the assets of the Company, Senti Holdings and the guarantor subsidiaries, subject to certain customary exceptions.

Initial Notes - Accounting and Fair Value Measurement

The Company elected the fair value option under ASC 825, Financial Instruments (“ASC 825”) for the Initial Notes to simplify the accounting for the instrument by measuring the Initial Notes in their entirety at fair value rather than separately accounting for their embedded features.

Accordingly, the Initial Notes were initially recognized at fair value on May 20, 2026 and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss.

The Company estimated the fair value of the Initial Notes in accordance with ASC 820, Fair Value Measurement (“ASC 820”), using a probability-weighted expected return method that considered potential conversion, merger and liquidation scenarios.

Refer to Note 11 .

Fair Value Measurements, for additional information regarding the fair value hierarchy classification, significant unobservable inputs and Level 3 rollforward of the Initial Notes.

Upon issuance on May 20, 2026, the fair value of the Initial Notes was $ 4.3 million.

The $ 5.7 million excess of the $ 10.0 million gross cash proceeds received over the initial fair value of the Initial Notes was recognized as a capital contribution from a related party in additional paid-in capital due to the related-party nature of the transaction.

As of June 30, 2026, the fair value of the Initial Notes was $ 4.0 million and was recorded as convertible notes - related party on the condensed consolidated balance sheets.

For the three and six months ended June 30, 2026, the Company recognized a gain of $ 0.3 million from the change in fair value of the Initial Notes in other income, net in the condensed consolidated statements of operations and comprehensive loss.

Terms of the Notes

The Notes constitute senior secured indebtedness of Senti Holdings.

The Company and each of its direct and indirect subsidiaries, other than Senti Holdings, guarantee the Notes pursuant to a guarantee in favor of the holders of the Notes (the “Holders”).

The Notes are secured by a first-priority lien on substantially all current and future assets of Senti Holdings, as issuer, and the Company and the other guarantor subsidiaries, subject to permitted liens and customary exclusions.

The Notes do not bear interest unless an event of default occurs.

The Notes mature on November 23, 2026 (the “Maturity Date”).

A Holder may extend the Maturity Date (i) if an event of default, or an event that would result in an event of default with the passage of time or failure to cure, is continuing on the Maturity Date or (ii) through the date that is ten business days after the consummation of a change of control that has been publicly announced or of which the Holder received notice pursuant to the Notes.

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

A Holder may convert its Notes into shares of Senti Holdings’ common stock at an initial conversion price of $ 0.6261 per share (the “Conversion Price”), subject to adjustments upon the occurrence of certain events specified in the Notes.

If Celadon, for so long as it continues to hold the Notes, together with the holders of Notes representing at least a majority of the aggregate principal amount of the Notes then outstanding (the “Required Holders”), delivers a notice to convert at least a majority of the aggregate principal amount of the Notes then outstanding, or if the Company consummates the potential contingent value rights transaction as contemplated by the Merger Agreement described in Note 16 , Subsequent Events below (the “CVR Transaction”), Senti Holdings has the right to require the conversion of all remaining outstanding Notes.

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

Following receipt of stockholder approval to issue shares of the Company’s common stock upon exchange of the Notes in excess of the Exchange Cap described below (the “Issuance Approval”), if the Required Holders exchange at least a majority of the aggregate principal amount of the Notes then outstanding, or if the

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Company consummates the CVR Transaction, the Company has the right, but not the obligation, to require the exchange of all remaining outstanding Notes.

A Holder may elect to have exchanges of its Notes subject to a beneficial ownership limitation of up to 19.99 %.

The selected beneficial ownership limitation may be increased or decreased upon 61 days’ prior notice.

In addition, prior to receipt of the Issuance Approval, the Company is not obligated to issue shares of its common stock upon exchange of the Notes in excess of 19.99 % of the shares of the Company’s common stock outstanding as of the date of the Securities Purchase Agreement (the “Exchange Cap”).

If the Company fails to timely deliver shares of its common stock upon an exchange, the applicable Holder may have certain buy-in rights under the Notes.

The Conversion Price and Exchange Price are each subject to full-ratchet anti-dilution adjustments upon certain issuances of common stock at a price below the then-effective Conversion Price or Exchange Price.

Upon such an issuance, the applicable Conversion Price or Exchange Price will generally be reduced to the price per share of the dilutive issuance.

The Notes contain customary affirmative and negative covenants, including limitations on the incurrence of indebtedness and liens, restricted payments, asset transfers and changes in the Company’s business.

The Notes also contain customary events of default.

Upon certain bankruptcy-related events of default, Senti Holdings is required to redeem the Notes in cash at the applicable redemption price described below.

Upon other events of default, the Holders may require Senti Holdings to redeem their Notes in cash at such redemption price.

The redemption price is the greater of (i) 200 % of the outstanding principal amount of the Notes and (ii) an amount determined based on the principal amount being redeemed, the highest closing sale price of the Company’s common stock during the applicable event-of-default period and the lowest Exchange Price during such period.

While an event of default is continuing, interest accrues on the Notes at an annual rate of 12.0 %.

Registration Rights Agreement

On May 20, 2026, in connection with the issuance of the Initial Notes, the Company and Former Senti entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”).

The Registration Rights Agreement requires the Company, as soon as reasonably practicable following an issuance of Notes, but no later than 30 days after such issuance, to file one or more resale registration statements on Form S-3, or another appropriate form if Form S-3 is unavailable, covering the resale by the Investor of the shares of the Company’s common stock issuable upon exchange of the Notes (the “Registrable Shares”).

The Company filed such registration statement on Form S-3 on June 18, 2026.

The Company is required to use commercially reasonable efforts to cause each resale registration statement to become effective as soon as practicable, but no later than the earlier of (i) the 75th calendar day following the filing date if the SEC notifies the Company that it will review the registration statement and (ii) the fifth business day after the date on which the Company is notified that the registration statement will not be reviewed or will not be subject to further review.

The Company is also required to use commercially reasonable efforts to keep each registration statement effective until all Registrable Shares covered by the registration statement have been resold or no Registrable Shares remain.

Voting Agreement

Pursuant to the Securities Purchase Agreement, the Company agreed to seek stockholder approval of (i) the potential CVR Transaction and (ii) the issuance of shares of the Company’s common stock upon exchange of the Notes in excess of the Exchange Cap.

On May 20, 2026, in connection with the issuance of the Initial Notes, the Company entered into a voting agreement with certain directors and executive officers of the Company and Celadon (the “Voting Agreement”).

Pursuant to the Voting Agreement, the parties agreed to vote all shares of the Company’s common stock held by

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

them in favor of the applicable stockholder proposals.

See Note 16 .

Subsequent Event s, for information regarding the stockholder meeting at which such proposals will be considered.

Stockholders’ Equity

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

Through June 30, 2026, no cash dividends have been declared or paid.

Capital Contribution from Related Party

In connection with the issuance of the Initial Notes on May 20, 2026, the Company recognized a $ 5.7 million capital contribution from a related party in additional paid-in capital.

Refer to Note 6 , Securities Purchase Agreement and the Notes , and Note 13 , Related Parties , for additional information.

2025 ATM Agreement

2 unchanged sentences

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.

The Company pays Leerink Partners a commission 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 and six months ended June 30, 2026, no shares had been issued under the 2025 ATM Agreement.

Through June 30, 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.

For the six months ended June 30, 2025, the Company sold 155,840 shares of common stock under the 2025 ATM Agreement at a weighted average price of $ 3.53 per share, resulting in gross proceeds of $ 0.6 million and net proceeds of zero after sales agent commissions and offering costs.

Private Placement

4 unchanged sentences

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

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

The Warrants are exercisable at any time on or after the Stockholder Approval and

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

on or prior to the five year anniversary of the original issuance date.

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

2 unchanged sentences

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)

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 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 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 no convertible preferred stock authorized or outstanding as of June 30, 2026 and December 31, 2025.

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

March 31, December 31,

June 30, December 31,

Stock options issued and outstanding 4,640,722 4,863,455

2 unchanged sentences

Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”) 436,474 127,681

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

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

Common stock reserved for issuance upon exchange of the Initial Notes 23,957,835 —

GeneFab Option — 1,963,344

Total 65,957,594 42,375,742

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

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

As of June 30, 2026, the total number of shares of common stock available for issuance under the 2022 Plan is 2,398,620 .

2022 Inducement Plan (the “2022 IN”)

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

As of June 30, 2026, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 2,140,718 .

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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 June 30, 2026, the total number of shares of common stock available for issuance under the ESPP is 436,474 .

Stock-based Compensation

Total stock-based compensation was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

6 unchanged sentences

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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Stock options issued and outstanding 4,640,722 4,417,157 4,640,722 4,417,157

Restricted stock units outstanding 647,725 1,097,209 647,725 1,097,209

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

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

Performance stock units outstanding — 94,952

Contingent earnout common stock — 100,000

Shares of common stock issuable upon exchange of the Initial Notes 15,971,890 — 15,971,890 —

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

Total 52,995,837 39,213,210 52,995,837 39,213,210

3 unchanged sentences

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

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

2 unchanged sentences

Total $ 7,889 $ 19,948

(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

(1) As of June 30, 2026, restricted cash balance primarily consisted of a letter of credit for the Alameda Lease of $ 0.9 million, and a letter of credit for the HQ Lease of $ 0.5 million.

As of 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 the Company’s cash equivalents and restricted cash:

June 30, 2026

(in thousands) Amortized Cost Fair Value

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Restricted cash $ 3,528

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.

As of June 30, 2026 and December 31, 2025, all of the Company’s cash equivalents and restricted cash were in money market funds and no allowance for credit loss was recorded.

Fair Value Measurements

2 unchanged sentences

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

March 31, 2026

(in thousands) Fair Value Level 1

June 30, 2026

(in thousands) Fair Value Level 1 Level 3

Money market funds $ 6,517 $ 6,517 $ —

Total assets measured at fair value $ 6,517 $ 6,517 $ —

Convertible notes - related party $ 3,993 $ — $ 3,993

Total liabilities measured at fair value $ 3,993 $ — $ 3,993

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

December 31, 2025

2 unchanged sentences

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

Liabilities Classified as Level 3

Convertible notes - related party

The fair value of the convertible notes - related party is based on significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy.

The Company estimated the fair value of the convertible notes - related party using a probability-weighted expected return method that considered potential conversion, merger and liquidation scenarios.

Significant inputs used in the valuation as of May 20, 2026 and June 30, 2026 included the probability assigned to each scenario and the estimated value of the contingent value rights expected to be issued in connection with the potential merger transaction.

Changes in these assumptions could materially affect the estimated fair value of the convertible notes - related party.

Because the scenario probabilities are interrelated and must total 100%, a change in the probability assigned to one scenario results in a corresponding change in the probabilities assigned to one or more of the other scenarios.

The estimated fair value would generally increase with a higher probability assigned to the conversion scenario or a higher estimated CVR value and decrease with a higher probability assigned to the liquidation scenario.

The effect of a change in the probability assigned to the merger scenario depends on the corresponding changes in the probabilities assigned to the conversion and liquidation scenarios.

The following table presents the significant unobservable inputs used in estimating the fair value of the Initial Notes upon initial recognition and as of June 30, 2026:

June 30, May 20,

Probability of conversion scenario 10.0 % 15.0 %

Probability of merger scenario 70.0 % 60.0 %

Probability of liquidation scenario 20.0 % 25.0 %

Estimated conversion date 11/23/2026 11/23/2026

Estimated merger date 7/31/2026 7/31/2026

Estimated liquidation date 11/23/2026 11/23/2026

The following table summarizes the changes in the fair value of the Company’s convertible notes - related party:

(in thousands) Convertible Notes - Related Party

Initial recognition at fair value at May 20, 2026 $ 4,264

Gain from change in fair value (1)

Fair value at June 30, 2026 $ 3,993

(1) The gain from the change in fair value was included in “change in fair value of convertible notes—related party” in other income, net in the condensed consolidated statements of operations and comprehensive loss.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Assets Classified as Level 3

GeneFab Economic Share

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

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 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

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

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

As of 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.

The Company’s income tax provision was zero for each of the three and six months ended June 30, 2026 and 2025.

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.

Related Parties

New Enterprise Associates, Inc.

(“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.

(“NEA”) beneficially owned 12.1 % and 12.2 % of the Company’s outstanding common stock as of June 30, 2026 and December 31, 2025, respectively.

NEA held one of the eight seats on the Board of Directors as of June 30, 2026 and December 31, 2025.

As part of the private placement in December 2024 ( Note 7 ), NEA is also entitled to designate one additional director to the Board of Directors.

Celadon Partners, LLC

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 beneficially owned 31.4 % and 31.7 % of the Company’s outstanding common stock as of June 30, 2026 and December 31, 2025, respectively, and is considered a related party to the Company.

In addition, an affiliate of Celadon Partners holds the Initial Notes.

Assuming the Initial Notes were converted in full for shares of the Company’s common stock, Celadon Partners and its affiliates would beneficially own approximately 54.6 % of the Company’s common stock as of June 30, 2026, on an as-converted basis.

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

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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.

As of June 30, 2026, Celadon Partners held three of the eight seats on the Board of Directors.

As discussed in Note 6 , Securities Purchase Agreement and the Notes, Senti Holdings issued to CPIF II-7 Limited, an affiliate of Celadon Partners, the Initial Notes with an aggregate principal amount of $ 10.0 million.

The Company received gross cash proceeds of $ 10.0 million and paid a $ 0.3 million fee to the Holder on May 20, 2026.

Upon issuance, the Initial Notes were recognized at a fair value of $ 4.3 million, and the $ 5.7 million excess of the gross cash proceeds received over the initial fair value of the Initial Notes was recognized as a capital contribution from a related party in additional paid-in capital.

As of June 30, 2026, the fair value of the convertible notes - related party was $ 4.0 million on the condensed consolidated balance sheets.

For each of the three and six months ended June 30, 2026, the Company recognized a gain of $ 0.3 million related to changes in the fair value of the convertible notes - related party.

Refer to Note 6 , Securities Purchase Agreement and the Notes and Note 11 .

Fair Value Measurements for additional information.

Subsequent to June 30, 2026, the Company entered into a merger agreement involving an entity affiliated with Celadon Partners and issued additional Notes to CPIF II-7 Limited.

Refer to Note 16 , Subsequent Events, for additional information.

Bayer Healthcare LLC

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 Healthcare, LLC (“Bayer”) beneficially owned 9.0 % and 19.9 % of the Company’s outstanding common stock as of June 30, 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”).

The Company and BlueRock entered a collaboration and option agreement (“BlueRock Agreement”) in May 2021, pursuant to which the Company and BlueRock, on a program-by-collaboration program basis, collaborate in many aspects for the development of certain therapy products.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

therapy products.

The Company was responsible for up to $ 10 million in costs and expenses incurred in connection with the research plan and related activities to be conducted over a three-year research term.

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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 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.

As of June 30, 2026, Bayer has not exercised its option for a license.

For the three and six months ended June 30, 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 June 30, 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.

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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 determined GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850.

Refer to Note 3 .

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.

As of June 30, 2026, GeneFab subleased the facility included in the Alameda lease from the Company.

As of June 30, 2026, GeneFab subleased from the Company the facility subject to the Alameda lease.

As of June 30, 2026 and December 31, 2025, the Company had no sublease income receivable and $ 0.8 million of sublease income receivable, respectively, recorded in GeneFab receivable - related party on the condensed consolidated balance sheets.

Refer to Note 5 .

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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 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.

As of June 30, 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 sheets.

The Company’s research and development expenses under the services agreement were $ 3.5 million and $ 3.6 million for the three months ended June 30, 2026 and 2025, respectively, and $ 3.8 million and $ 7.7 million for the six months ended June 30, 2026 and 2025, respectively.

Refer to Note 3 .

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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

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The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable.

The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its consolidated financial statements.

The Company has 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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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.

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

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.

As of June 30, 2026 and December 31, 2025, the Company’s cash and cash equivalents were $ 6.5 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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Sublease income 1,418 1,794 1,747 3,685

Other expense, net ( 35 ) —

Change in fair value of convertible notes - related party 271 — 271 —

Other income (expense), net ( 5 ) 1 ( 40 ) 1

Net loss $ ( 12,750 ) $ ( 14,733 ) $ ( 16,971 ) $ ( 28,845 )

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”).

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:

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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.

On July 14, 2026, the Company entered into an agreement with a private affiliate of its largest stockholder, Celadon Partners, under which that affiliate would acquire substantially all of the Company’s existing business and pipeline through a merger transaction.

Following the transaction, the Company is expected to remain a public company with a significantly streamlined operating structure, retaining certain intellectual property, collaborations and early-stage programs focused on its Regulator Dial™ technology platform while the remaining business will merge into the private company.

Company stockholders, as well as certain holders of equity awards and warrants, will, upon closing of the transaction, have the right to receive certain contingent value rights that may provide future

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

cash payments if specified development, regulatory and commercial milestones for SENTI-202 are achieved.

The transaction is subject to stockholder approval and other customary closing conditions.

See below for more detailed information about the transactions.

Merger Agreement

On July 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Celadon Partners SPV 35 Limited (“Parent”), Senti Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), Senti Holdings, Inc., a wholly owned subsidiary of the Company (“Midco”), and Senti Biosciences, Inc., a wholly owned subsidiary of Midco (“Opco”).

Parent is an affiliate of Celadon Partners, the Company’s largest stockholder and a related party.

Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Midco, with Midco continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”).

Upon completion of the Merger, Parent will acquire substantially all of the Company’s existing business and pipeline held through Midco and Opco.

The Company is expected to remain a publicly traded company and retain certain intellectual property, contracts and early-stage development programs, including the Company’s program seeking a treatment for Rett Syndrome utilizing the Company’s Regulator Dial™ technology (the “Rett Syndrome program”) and the Company’s platform of Regulator Dial-enabled armored tumor-infiltrating lymphocyte therapies (the “TIL program”).

Opco will license or assign to the Company all intellectual property and contracts needed for the Company to advance the Rett Syndrome and TIL programs.

The Company is also expected to retain a modest amount of cash to fund initial development activities and ongoing public company costs.

The Merger Agreement also contains customary restrictions on the conduct of the Company’s business between signing and closing of the Merger.

The completion of the Merger is subject to (i) the affirmative vote of holders of a majority of the outstanding shares of the Company’s common stock and (ii) the affirmative vote of a majority of the votes cast by holders of shares of the Company’s common stock, other than shares beneficially owned, directly or indirectly, by Parent, Merger Sub or any of their respective affiliates (the “Majority of the Minority Approval”), and the satisfaction or waiver of other customary closing conditions.

Securities Purchase Agreement and the Notes , for additional information regarding the Notes and the Exchange Cap.

The Merger Agreement contains customary termination provisions and provides that, under certain specified circumstances, the Company may be required to pay Parent a termination fee of $ 2.5 million.

Contingent Value Rights

In connection with the Merger, the Company’s stockholders and certain holders of the Company’s equity awards and warrants will be entitled to receive contingent value rights (“CVRs”).

No cash will be paid to the Company or the holders of the Company’s common stock at the closing of the Merger as consideration for the Merger.

The Merger Consideration will consist exclusively of the right to receive contingent cash payments (the “Milestone Payment Amounts”), which right will be distributed to the Company’s stockholders in the form of CVRs.

The CVRs will provide their holders with the right to receive a pro rata portion of contingent cash payments of up to $ 60.0 million in the aggregate (the “Aggregate Payment Cap”) upon the achievement of the following specified milestones relating to SENTI-202, each of which must be achieved on or before the seven th anniversary of the closing of the Merger (the “Milestone Expiration Date”):

(i) $ 10.0 million upon the filing and acceptance (or the passing of the 60-day review period without rejection) of a Biologics License Application (“BLA”) with the U.S.

Food and Drug Administration (“FDA”) for SENTI-202;

(ii) $ 20.0 million upon receipt of FDA approval of such BLA;

and (iii) $ 30.0 million upon the achievement of cumulative worldwide net sales of SENTI-202 in excess of $ 200.0 million.

There can be no assurance that any of the milestones will be achieved or that any payments will be made under the CVRs.

The CVRs will not be evidenced by a certificate or other instrument, will not have voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs.

The CVRs will not represent any equity or ownership

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.

interest in Parent, Midco or any of their affiliates.

The CVRs may not be sold, assigned, transferred, pledged or otherwise disposed of, except under certain limited circumstances specified in the CVR Agreement.

Immediately prior to the closing of the Merger, each outstanding stock option and restricted stock unit award of the Company, whether vested or unvested, will become fully vested.

Each stock option, restricted stock unit and warrant that is outstanding as of immediately prior to the CVR record date will entitle such holder to receive, upon exercise or settlement thereof, a number of CVRs equal to the number of shares of the Company’s common stock subject to such award, reduced by any applicable withholding taxes, subject to the terms and conditions of the applicable award and the CVR Agreement.

Additional Financing

Under the Securities Purchase Agreement, Senti Holdings is not obligated to issue any additional Notes unless the parties executed, within 30 days of the closing of the Initial Notes, definitive documents for a potential transaction pursuant to which, if consummated, an entity affiliated with Celadon Partners would merge with and into Senti Holdings and Senti Holdings would issue a contingent value right 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.

The Merger Agreement, which constitutes such definitive document, was executed on July 14, 2026, more than 30 days after the closing of the Initial Notes on May 20, 2026.

Notwithstanding the foregoing, pursuant to the Merger Agreement, no later than 21 days from the date of the Merger Agreement (unless Parent and the Company mutually agree in writing to a later date), Parent or an affiliate of Parent was required to fund and purchase additional Notes in accordance with the terms of the Securities Purchase Agreement, in an amount equal to $ 6.0 million (the “Additional Funding Amount” and the Notes purchased in connection therewith, the “Additional Notes”), minus the aggregate amount of net proceeds actually received by the Company from sales of common stock pursuant to the Company’s existing at-the-market offering facility with Leerink Partners LLC following the date of the Merger Agreement (“Offset ATM Sales”).

As of the date of the filing of this Quarterly Report on Form 10-Q, there have been no Offset ATM Sales.

On August 14, 2026, Senti Holdings received net cash proceeds of $ 3.9 million of the Additional Funding Amount from CPIF II-7 Limited and issued $ 4.0 million of Additional Notes pursuant to the terms of the Securities Purchase Agreement .

As of the date of the filing of this Quarterly Report on Form 10-Q, Parent or an affiliate of Parent is obligated to fund and purchase an additional $ 2.0 million of Additional Notes in accordance with the terms of the Merger Agreement.

Assuming the Company issues and sells the full $ 6.0 million of the Additional Notes or $ 30.0 million in aggregate principal amount of additional Notes to Parent or an affiliate of Parent, the Issuance Approval is obtained and the Investor immediately exchanges all of its Initial Notes and additional Notes for shares of the Company’s common stock, Celadon and its affiliates would beneficially own approximately 62.3 % or 77.5 %, respectively, of the Company’s outstanding common stock.

The Company evaluated the Merger Agreement and the transactions contemplated therein in accordance with ASC 855, Subsequent Events (“ASC 855”), and determined that they represent nonrecognized subsequent events.

Accordingly, the condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 were not adjusted to reflect the Merger, the related CVRs or the issuance of any additional Notes because completion of the Merger remains subject to stockholder approval and other closing conditions.

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