What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-14 · 180 added, 63 removed, 239 unchanged (50% of the section changed)

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

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

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

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

We have incurred net losses of $17.0 million and $28.8 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $6.5 million and $16.4 million, respectively, and an accumulated deficit of $375.5 million and $358.6 million, respectively.

Net cash flows used in operating activities were $21.7 million and $27.1 million during the six months ended June 30, 2026 and 2025, respectively.

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

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

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

As part of this agreement, GeneFab paid all past-due sublease rent for the GeneFab HQ Sublease and no longer subleases premises under the HQ Lease from us as of June 30, 2026.

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

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

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

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

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

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

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

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

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 and paid a $0.3 million fee to the Holder.

The Company also incurred $0.4 million of third-party issuance costs.

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

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 Rett Syndrome program and 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 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 Majority of the Minority Approval, and the satisfaction or waiver of other customary closing conditions.

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 our common stock at the closing of the Merger as consideration for the Merger.

The Merger Consideration will consist exclusively of the right to receive the Milestone Payment Amounts, which right will be distributed to our 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 seventh 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, will not have voting or dividend rights and may not be transferred except in limited circumstances.

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.

Components of Results of Operations

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

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

For the three and six months ended June 30, 2026, collaboration revenue consisted of an option exercise period extension fee under our Collaboration and Option Agreement (“BlueRock Agreement”) with BlueRock Therapeutics LP (“BlueRock”) and was recognized ratably over the extension period.

BlueRock is a related party to us.

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• the cost of annual license fees.

We have not historically tracked research and development expenses by program, with the exception of third-party research projects.

Our internal resources, employees and infrastructure are not directly tied to any one research project or product candidate and are typically deployed across multiple projects.

We have not historically tracked internal research and development expenses by program, with the exception of third-party research projects until a product candidate reaches the clinical stage of development.

Our internal resources, employees and infrastructure are not directly tied to any one research project or product candidate and are typically deployed across multiple programs.

As such, we do not maintain information regarding these costs incurred for these early-stage research and product candidate discovery programs on a project-specific basis.

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

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

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

We do not allocate internal research and development costs which include personnel, facility costs, laboratory consumables

and discovery and research related activities associated with our pipeline because these costs are deployed across multiple programs and our platform, and, as such, are not separately classified.

Our direct external development expenses are tracked on a clinical program-by-clinical program basis and consist primarily of third-party contract costs relating to manufacturing, clinical trial activities, translational medicine and toxicology activities

Research and development expenses consisted of the following:

Three Months Ended

(in thousands) (unaudited) (unaudited)

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

June 30, Six Months Ended

2026 2025 2026 2025

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

Direct research and development expenses:

Senti-202 $ 4,877 $ 6,317 $ 7,113 $ 12,514

Indirect research and development expenses and other costs:

Personnel-related expenses, including stock-based compensation 1,699 2,176 3,514 3,920

Facilities and other 1,191 1,536 2,421 2,876

Total $ 5,281 $ 9,281

Total research and development expenses $ 7,767 $ 10,029 $ 13,048 $ 19,310

Research and development activities are central to our business model.

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Three Months Ended

(in thousands) (unaudited) (unaudited)

June 30, Six Months Ended

2026 2025 2026 2025

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

Personnel-related expenses, including stock-based compensation $ 2,361 $ 3,184 $ 5,055 $ 5,769

Facilities and other 1,557 1,636

External services and supplies 2,889 1,298 4,402 3,492

Facilities and other 1,023 1,597 2,580 3,233

Depreciation and amortization 466 690 935 1,391

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Gain on lease modification

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

For the six months ended June 30, 2026, gain on lease modification of $6.9 million relates to the Alameda Lease Amendment.

Refer to Part I, Item 1.

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

Other Income (expense), net

Other Income, net

Interest Income

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

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

Amounts are recorded based on our determination of collectability, and the sublease income amounts were deemed probable as of June 30, 2026.

Change in fair value of convertible notes - related party

The Company elected the fair value option under ASC 825 for the Initial Notes.

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.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 11 — Fair Value Measurements ” in this Report for details.

Other income, net

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Results of Operations

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

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

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025:

Three Months Ended

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Operating expenses:

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

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

7,767 10,029 (2,262)

General and administrative 6,739 6,769 (30)

Total operating expenses 14,506 16,798 (2,292)

Loss from operations (14,489) (16,798) 2,309

Other income:

Interest income 55 270 (215)

GeneFab sublease income - related party 996 1,586 (590)

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

Other income, net 417 209 208

Total other income 1,739 2,065 (326)

Net loss $ (12,750) $ (14,733) $ 1,983

Collaboration revenue - related party.

For the three months ended June 30, 2026, collaboration revenue related to an option exercise period extension fee under the BlueRock Agreement with a related party and was recognized ratably over the extension period.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 13 — Related Parties ” in this Report for details.

Research and development expenses .

Research and development expenses were $7.8 million and $10.0 million for the three months ended June 30, 2026 and 2025, respectively.

The decrease of $2.3 million was primarily due to a decrease of $1.4 million in external services and supplies cost directly related to Senti-202, a decrease of $0.5 million in personnel-related expenses, including stock-based compensation, and a decrease of $0.3 million in facilities and other cost.

General and administrative expenses .

General and administrative expenses were $6.7 million for each of the three months ended June 30, 2026 and 2025.

The slight increase was primarily due to an increase of $1.6 million in external services and supplies cost, partially offset by a decrease of $0.8 million in personnel-related expenses, including stock-based compensation, a decrease of $0.6 million in facilities and other cost, and a decrease of $0.2 million in depreciation and amortization.

Interest income.

Interest income was $0.1 million and $0.3 million for the three months ended June 30, 2026 and 2025, respectively.

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

GeneFab sublease income - related party.

GeneFab sublease income - related party was $1.0 million and $1.6 million for the three months ended June 30, 2026 and 2025, respectively.

The decrease was due to the Alameda Lease Amendment.

Refer to Part I, Item 1.

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

Change in fair value of convertible notes - related party.

Change in fair value of convertible notes - related party was a gain of $0.3 million for the three months ended June 30, 2026, compared to no gain or loss for the corresponding period in 2025, as no convertible notes were outstanding during that period.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 11 — Fair Value Measurements ” in this Report for details.

Other income, net.

Other income, net was $0.4 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively.

The increase is attributed to higher income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics in 2026.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

(in thousands) 2026 2025 Change

Collaboration revenue - related party $ 33 $ — $ 33

Operating expenses:

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

13,048 19,310 (6,262)

General and administrative 12,972 13,885 (913)

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

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GeneFab sublease income - related party 1,076 3,299 (2,223)

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

Other income, net 631 387 244

2 unchanged sentences

Collaboration revenue - related party.

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

For the six months ended June 30, 2026, collaboration revenue related to an option exercise period extension fee under the BlueRock Agreement with a related party and was recognized ratably over the extension period.

Refer to Part I, Item 1.

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Research and development expenses .

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

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

Research and development expenses were $13.0 million and $19.3 million for the six months ended June 30, 2026 and 2025 , respectively.

The decrease of $6.3 million was primarily due to a decrease of $5.4 million in external services and supplies cost directly related to Senti-202, a decrease of $0.5 million in facilities and other cost, and a decrease of $0.4 million in personnel-related expenses, including stock-based compensation.

General and administrative expenses .

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

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

General and administrative expenses were $13.0 million and $13.9 million for the six months ended June 30, 2026 and 2025, respectively.

The decrease of $0.9 million was primarily due to a decrease of $0.7 million in personnel-related expenses, including stock-based compensation, a decrease of $0.5 million in depreciation and amortization, a decrease of $0.7 million in facilities and other cost, partially offset by an increase of $0.9 million in external services and supplies cost.

Gain on lease modification .

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

Gain on lease modification was $6.9 million for the six months ended June 30, 2026.

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

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Interest income.

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

Interest income was $0.2 million and $0.7 million for the six months ended June 30, 2026 and 2025, respectively.

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

GeneFab sublease income - related party.

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

GeneFab sublease income - related party was $1.1 million and $3.3 million for the six months ended June 30, 2026 and 2025, respectively.

The decrease was due to the Alameda Lease Amendment.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—

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

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

Change in fair value of convertible notes - related party.

Change in fair value of convertible notes, related party was a gain of $0.3 million for the six months ended June 30, 2026, compared to no gain or loss for the corresponding period in 2025, as no convertible notes were outstanding during that period.

Other income, net.

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

Other income, net was $0.6 million and $0.4 million for the six months ended June 30, 2026, and 2025 respectively.

The increase is attributed to higher income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics in 2026.

Liquidity and Capital Resources

Sources of Liquidity

We do not have any products approved for sale and have not generated any revenue from product sales or otherwise.

We do not have any products approved for sale and have not generated any revenue from product sales.

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

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

As of June 30, 2026 , we had $6.5 million in cash and cash equivalents, and an accumulated deficit of $375.5 million.

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

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

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

From inception to June 30, 2026, we raised aggregate gross proceeds of $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.

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

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

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

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

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

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

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

For the three months ended March 31, 2026 and 2025, no shares were issued under the 2025

ATM Agreement.

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

For the three and six months ended June 30, 2026, no shares were sold under the 2025 ATM Agreement.

Through June 30, 2026, we sold 4,833,477 shares of common stock under the 2025 ATM Agreement at a weighted average price of $2.38 per share, resulting in gross proceeds of $11.5 million and net proceeds of $10.6 million after sales agent commissions and offering costs.

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

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

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

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

We received an aggregate of $8.0 million from the CIRM Grant as of both June 30, 2026 and December 31, 2025.

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

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

On April 27, 2026, we entered into a Securities Purchase Agreement with an investor affiliated with Celadon Partners, pursuant to which Senti Holdings may issue and sell up to $40.0 million in aggregate principal amount of senior secured convertible notes, subject to specified conditions.

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, we paid a $0.3 million fee to the Holder and incurred $0.4 million of third-party issuance costs.

The Initial Notes are senior secured obligations of Senti Holdings, are guaranteed by us and all of our direct and indirect subsidiaries, other than Senti Holdings, and are secured by all of our assets, subject to customary exceptions.

The Initial Notes do not bear interest unless an event of default occurs and mature on November 23, 2026.

If the Initial Notes have not previously been converted or exchanged, Senti Holdings is required at maturity to pay an amount in cash equal to 200% of the outstanding principal amount and any accrued and unpaid interest.

The Initial Notes are convertible or exchangeable at an initial price of $0.6261 per share, subject to specified adjustments.

See Part I, Item 1, “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited)— Note 6 —Securities Purchase Agreement and the Notes” in this Report for additional information.

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

See Part I, Item 1, “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited)— Note 16 —Subsequent Events” in this Report for additional information.

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

Three Months Ended

Six Months Ended

(in thousands) 2026 2025

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Operating Activities

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

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

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

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

For the six months ended June 30, 2026, net cash used in operating activities of $21.7 million was primarily due to our loss of $17.0 million with non-cash adjustments of $6.8 million for gain from lease modification, $2.4 million for stock-based compensation expense, $1.4 million for depreciation, $0.3 million for investor fee expensed upon issuance of the Initial Notes, and $0.3 million for gain on change in fair value of convertible notes - related party.

Other material changes were comprised of $1.3 million increase in GeneFab prepaid expenses - related party, $2.7 million decrease in operating lease liabilities, and $1.6 million increase in GeneFab sublease deferred income - related party.

For the six months ended June 30, 2025, net cash used in operating activities of $27.1 million was primarily due to our loss of $28.8 million with non-cash adjustments of $1.8 million for depreciation and $2.7 million for stock-based compensation expense.

Other material changes included a $1.9 million increase in GeneFab receivable - related party, a $1.2 million decrease in GeneFab prepaid expenses - related party, a $1.1 million decrease in operating lease right-of-use assets, a $1.2 million decrease in accrued expenses and other current liabilities, and a $2.2 million decrease in operating lease liabilities.

Investing Activities

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

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

For the six months ended June 30, 2026, cash provided by investing activities of $0.1 million relates to the sale of property and equipment.

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

Financing Activities

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

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

For the six months ended June 30, 2026, cash provided by financing activities related to proceeds from issuance of convertible notes - related party of $9.7 million, offset by net settlement of stock awards for employee taxes of $0.1 million.

For the six months ended June 30, 2025, net cash provided by financing activities was $0.6 million, primarily due to $2.5 million received under the CIRM Grant and proceeds from issuance of common stock related to the ATM Agreement, net of commissions of $0.5 million, offset by the payment of issuance costs of $2.5 million.

Funding Requirements

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

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

As discussed in Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 15 — Subsequent Events” , we entered into a securities purchase agreement in April 2026 pursuant to which we expect to receive gross proceeds of $10.0 million in May 2026 upon the closing of the initial tranche of senior secured convertible notes, subject to the satisfaction of specified closing conditions.

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

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

We concluded that substantial doubt continued to exist and that our cash and cash equivalents of $6.5 million as of June 30, 2026, were not sufficient for us to continue as a going concern for at least one year from the issuance date of the condensed consolidated financial statements.

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

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

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

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

On May 20, 2026, Senti Holdings issued $10.0 million in aggregate principal amount of senior secured convertible notes.

Unless previously converted, exchanged or otherwise redeemed, the notes mature on November 23, 2026, at which time Senti Holdings is required to pay an amount in cash equal to 200% of the outstanding principal amount and any accrued and unpaid interest.

Accordingly, as of June 30, 2026, the contractual cash payment due at maturity was $20.0 million, excluding any interest or other amounts that may become payable upon an event of default.

Refer to Part I, Item 1, “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited)— Note 6 —Securities Purchase Agreement and the Notes” in this Report for additional information.

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.

Unless previously converted, exchanged or otherwise redeemed, the Additional Notes are subject to the same maturity and repayment provisions as the Initial Note, including the requirement to repay an amount in cash equal to 200% of the outstanding principal amount of the Additional Notes and any accrued and unpaid interest at maturity.

Except as described above, there were no material changes outside of the ordinary course of business in our contractual obligations as of June 30, 2026, from those as of December 31, 2025 as reported in our Annual Report.

Off-Balance Sheet Arrangements

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Critical Accounting Estimates

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

Except for the critical accounting estimate related to the fair value of our convertible notes - related party described below, for the six months ended June 30, 2026, there were no material changes to our critical accounting estimates from those disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.

Fair Value of Convertible Notes - Related Party

We elected the fair value option under ASC 825 for our convertible notes - related party and remeasure the notes at fair value at each reporting date.

Changes in fair value are recognized in the condensed consolidated statements of operations and comprehensive loss.

We estimate the fair value of the notes using a probability-weighted expected return method that considers potential conversion, merger and liquidation scenarios.

The valuation requires significant judgment regarding 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.

Certain of these inputs are not directly observable and are classified as Level 3 inputs within the fair value hierarchy.

Changes in the assumptions used in the valuation could materially affect the estimated fair value of the notes and the amount of gain or loss recognized in our condensed consolidated financial statements.

For example, changes in the probabilities assigned to the conversion, merger or liquidation scenarios, the estimated value of the Company’s common stock under the conversion scenario, or the estimated value of the contingent value rights under the merger scenario could result in a materially different fair value measurement.

Because the scenario probabilities are interrelated and must total 100%, 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.

As of June 30, 2026, the estimated fair value of the Initial Notes was $4.0 million, and we recognized a gain of $0.3 million from changes in fair value during each of the three and six months ended June 30, 2026.

Refer to Note 6 .

Securities Purchase Agreement and the Notes and Note 11 — Fair Value Measurements to our condensed consolidated financial statements for additional information.

Emerging Growth Company Status

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

We do not currently generate any revenue.

We do not currently generate any revenue from product sales.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis