Senti Biosciences Holdings, Inc. 10-Q

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Senti Biosciences, Inc. (“Former Senti”) entered into a business combination agreement (the “Agreement”) with Dynamics Special Purpose Corp. (“DYNS”) on December 19, 2021. The transactions contemplated by the terms of the Agreement were completed on June 8, 2022, in conjunction with which DYNS changed its name to Senti Biosciences, Inc. On April 24, 2026, we completed a holding company reorganization (the “Reorganization”) pursuant to which Senti Biosciences Holdings, Inc. became the successor issuer to Former Senti and Former Senti became a direct, wholly owned subsidiary of Senti Holdings, Inc., a direct wholly owned subsidiary of Senti Biosciences Holdings, Inc.(hereafter referred to, collectively with its subsidiaries, as “Senti,” the “Company,” “we,” “us,” or “our,” unless the context otherwise requires). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) as well as Senti’s audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) and filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Cautionary Statement Regarding Forward-Looking Statements This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10‑Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “explore,” “intend,” “estimate,” “seek,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Annual Report and Part II, Item 1A of this Quarterly Report filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Overview We are a clinical-stage biotechnology company developing next-generation cell and gene therapies engineered with our gene circuit platform technologies for patients living with incurable diseases. Our mission is to create a new generation of smarter medicines that outsmart complex diseases using novel and unprecedented approaches. To accomplish this mission, we have built a synthetic biology platform that we believe may enable us to program next-generation cell and gene therapies with gene circuits. These gene circuits, which we created from novel and proprietary combinations of DNA sequences, are designed to reprogram cells with biological logic to sense inputs, compute decisions and respond to their respective cellular environments. Using gene circuits, our product candidates are designed to precisely kill cancer cells, spare healthy cells, increase specificity to target cells and control the expression of drugs even after administration. We are applying our gene circuit technologies to develop a pipeline of medicines that use chimeric antigen receptor (“CAR”) white blood cells with the goal of addressing major challenges and providing potentially lifesaving treatments for people living with cancer. Our lead product candidates utilize off-the-shelf healthy adult 29 Table of Contents 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 $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. We expect to continue to incur significant losses for the foreseeable future. We anticipate that our expenses and operating losses will increase substantially over the foreseeable future. The expected increase in expenses will be driven in large part by our ongoing activities, if and as we: • continue to advance our gene circuit platform technologies; • continue preclinical development of our current and future product candidates and initiate additional preclinical studies; • fund clinical development of our current product candidates; • commence clinical studies of our future product candidates; • fund manufacturing of our current and future product candidates; • seek regulatory approval of our current and future product candidates; • expand our operational, financial, and management systems and increase personnel, including personnel to support our preclinical and clinical development, manufacturing and commercialization efforts; • continue to develop, grow, maintain, enforce and defend our intellectual property portfolio; and • incur additional legal, accounting, or other expenses in operating our business, including costs associated with operating as a public company. Recent Developments Lease Amendment and GeneFab Sublease Matters As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, GeneFab was in default under the GeneFab Alameda Sublease and the GeneFab HQ Sublease, and we were in default under the Alameda Lease for nonpayment of rent. In March 2026, we entered into a series of agreements with our Alameda Landlord and GeneFab to restructure the Alameda Lease and related sublease arrangements and to cure the existing defaults. On March 17, 2026, we entered into the Alameda Lease Amendment with the Alameda Landlord, pursuant to which we reduced the leased premises from approximately 92,000 rentable square feet to approximately 46,000 rentable square feet. The Alameda Lease Amendment also reduced our future base rent obligations for the remaining term of the lease and modifies certain cost-sharing arrangements with respect to operating expenses, taxes, and utilities. In connection with the Alameda Lease Amendment, the Alameda Landlord is entitled to draw $2.0 million under our existing letter of credit, and the required letter of credit for the remainder of the lease term was reduced to approximately $0.8 million. In May 2026, the Alameda Landlord drew the $2.0 million under the Company’s letter of credit. 30 Table of Contents In connection with the Alameda Lease Amendment, on March 17, 2026, we entered into the GeneFab Alameda Sublease Amendment with GeneFab, and pursuant to which, the subleased premises were reduced to approximately 46,000 rentable square feet. The GeneFab Alameda Sublease Amendment revised the base rent, operating expenses, taxes and utilities owed by GeneFab to equal the amounts owed by us under the Alameda Lease Amendment. GeneFab also agreed to pay a $1.0 million Reduction Fee (as defined in Note 5 ) to the Alameda Landlord pursuant to the terms and conditions of the Consent Amendment (as defined in Note 5 ). On March 9, 2026, we entered the GeneFab HQ Sublease Amendment with GeneFab, pursuant to which we accelerated the end of the HQ Lease, effective March 31, 2026. As part of this agreement, GeneFab paid all past-due sublease rent for the GeneFab HQ Sublease and no longer subleases premises under the HQ Lease from 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. The GeneFab Letter Agreement provides back rent payment of $1.4 million that may be satisfied, in whole or in part, through a cash prepayment credit to be applied toward work or services to be performed by GeneFab for us under the 2024 Amended and Restated DMSA, that we may access such prepayment credit immediately and that any unpaid portion must be paid in immediately available funds by September 1, 2026. The GeneFab Letter Agreement further provides that we may access $2.0 million as a prepayment credit to be applied toward work or services to be performed by GeneFab for us under the 2024 Amended and Restated DMSA beginning September 1, 2026. This prepayment credit represents a portion of the agreed-upon settlement of past-due sublease rent. GeneFab’s failure to perform its obligations with respect to the outstanding rent or the $2.0 million prepayment credit constitutes an immediate event of default under the GeneFab Alameda Sublease Amendment. The GeneFab Letter Agreement terminates automatically once the applicable prepayment credits have been fully applied. As a result of these transactions, the Alameda lease default and the GeneFab sublease defaults were cured. Holding Company Reorganization On April 24, 2026, we completed a holding company reorganization (the “Reorganization”) pursuant to which the Company became the successor issuer to Senti Biosciences, Inc. (“Former Senti”) and Former Senti became a direct, wholly owned subsidiary of Senti Holdings, Inc., a direct wholly owned subsidiary of the Company. The Reorganization did not result in any change to our consolidated operations, assets, liabilities, management or the Board of Directors. Securities Purchase Agreement On April 27, 2026, we entered into a securities purchase agreement with an accredited investor affiliated with Celadon, pursuant to which our wholly owned subsidiary, Senti Holdings, Inc. may issue up to $40.0 million aggregate principal amount of senior secured convertible notes, 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. 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. 31 Table of Contents 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 32 Table of Contents 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 Collaboration Revenue - Related Party We currently have no products approved for sale, and we have never generated any revenue from the sale of any products. For the three 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. 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. Operating Expenses Our operating expenses consist of research and development expenses, and general and administrative expenses. Research and Development Expenses Research and development costs consist primarily of costs incurred for the discovery, and preclinical and clinical development of our product candidates, which include: • employee-related expenses, including salaries, related benefits, and stock-based compensation expenses for employees engaged in research and development functions; • expenses incurred in connection with research, laboratory consumables, and clinical and preclinical studies; • the cost of consultants engaged in research and development, regulatory, and clinical related services • the cost to develop our manufacturing process and manufacturing product candidates for use in our research, preclinical studies and clinical trials, including under agreements with third parties, such as consultants, contractors and third-party contract manufacturing organizations, or CMOs; • facilities, depreciation and other expenses, which include allocated expenses for rent and maintenance of facilities, insurance and supplies; • costs related to regulatory compliance; and • the cost of annual license fees. 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. We do not allocate internal research and development costs which include personnel, facility costs, laboratory consumables 33 Table of Contents 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 June 30, Six Months Ended June 30, 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 research and development expenses $ 7,767 $ 10,029 $ 13,048 $ 19,310 Research and development activities are central to our business model. There are numerous factors associated with the successful commercialization of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. In addition, future regulatory factors beyond our control may impact our preclinical development programs. Product candidates in clinical development generally have higher development costs than those in preclinical stages of development, primarily due to the increased size and duration of clinical trials. At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical development of any of our product candidates. However, we expect that our research and development expenses and manufacturing costs will increase in connection with our planned preclinical and clinical development activities in the near term and in the future. The successful development of our current and future product candidates is highly uncertain. This is due to numerous risks and uncertainties, including the following: • negative or inconclusive results from our preclinical studies or clinical trials or the clinical trials of others for product candidates similar to ours, leading to a decision or requirement to conduct additional preclinical studies or clinical trials or abandon any or all of our programs; • product-related side effects experienced by participants in our clinical trials or by individuals using therapeutics similar to our product candidates; • delays in submitting IND applications or comparable foreign applications, or delays or failures to obtain the necessary approvals from regulators to commence a clinical trial, or a suspension or termination of a clinical trial once commenced; • conditions imposed by the FDA or other regulatory authorities regarding the scope or design of our clinical trials; • delays in enrolling research subjects in clinical trials; • high drop-out rates of research subjects; 34 Table of Contents • inadequate supply or quality of product candidate components or materials or other supplies necessary for the conduct of our clinical trials; • Chemistry, manufacturing and control (“CMC”) challenges associated with manufacturing and scaling up biologic product candidates to ensure consistent quality, stability, purity and potency among different batches used in clinical trials; • greater-than-anticipated clinical trial costs; • poor potency or effectiveness of our product candidates during clinical trials; • unfavorable FDA or other regulatory authority inspection and review of a clinical trial or manufacturing site; • failure of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner, or at all; • delays and changes in regulatory requirements, policies and guidelines; and • the FDA or other regulatory authorities interpret our data differently than we do. A change in the outcome of any of these variables may significantly impact the costs and timing associated with the development of our product candidates. We may never succeed in obtaining regulatory approval for any of our product candidates. General and Administrative Expenses General and administrative expenses consist primarily of salaries and employee-related costs, including stock-based compensation for personnel in executive, finance and other administrative functions. Other significant costs include legal fees relating to corporate matters, professional fees for accounting and consulting services, insurance and an allocation of facility-related costs. General and administrative expenses consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 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 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 Total $ 6,739 $ 6,769 $ 12,972 $ 13,885 Gain on lease modification 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 35 Table of Contents Other Income, net Interest Income Interest income consists of interest earned on our cash and cash equivalents, and restricted cash held during the year. GeneFab sublease Income - related party GeneFab sublease income - related party represents income from our sublease agreement with GeneFab. Amounts are recorded based on our determination of collectability, and the sublease income amounts were deemed probable as of 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 Other income, net primarily consists of income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics, partially offset by certain fees and interest assessed to GeneFab, miscellaneous tax, and other expense items. Results of Operations Comparison of the Three Months Ended 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 June 30, (in thousands) 2026 2025 Change Collaboration revenue - related party $ 17 $ — $ 17 Operating expenses: 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 36 Table of Contents 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: 37 Table of Contents 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) Total operating expenses 19,138 33,195 (14,057) Loss from operations (19,105) (33,195) 14,090 Other income: Interest income 156 664 (508) 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 Total other income 2,134 4,350 (2,216) Net loss $ (16,971) $ (28,845) $ 11,874 Collaboration revenue - related party. 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. “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 $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 $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 six months ended June 30, 2026. The gain is a one-time income due to the Alameda Lease Amendment. Refer to Part I, Item 1. “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 5 — Operating Leases ” in this Report for details. Interest income. Interest income was $0.2 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 $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. 38 Table of Contents 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 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. 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 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. Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. Adequate funding may not be available to us on acceptable terms, if at all. Should we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back, or discontinue the development and commercialization of our product candidates or delay our efforts to expand our product pipeline. 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 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”). Pursuant to the A&R Purchase Agreement, we had the right, in our sole discretion, to sell to Chardan up to the lesser of: (i) $50.0 million of shares of our common stock; and (ii) 872,704 shares of common stock at 97% of the volume weighted average price (“VWAP”) of the common stock calculated in accordance with the Purchase Agreement, over a period of 36 months subject to certain limitations and conditions contained in the Purchase Agreement. Sales and timing of any sales of common stock were solely at our election, and we were under no obligation to sell any securities to Chardan under the Purchase Agreement. As consideration for Chardan’s commitment to purchase shares of our common stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, we issued 10,000 shares of our common stock to Chardan and paid a $0.4 million document preparation fee. On March 17, 2025, we terminated the A&R Purchase Agreement. Prior to termination, we issued 384,313 shares of common stock to Chardan under the A&R Purchase Agreement for aggregate net proceeds of $3.0 million. 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 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. 39 Table of Contents 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 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. In December 2024, we issued 21,157 shares of Series A redeemable convertible preferred stock and accompanying warrants to purchase up to 31,735,500 shares of common stock for an aggregate offering price of $47.6 million. On March 10, 2025, we converted the outstanding shares of Series A redeemable convertible preferred stock into 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. 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. 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. Cash Flows 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: Six Months Ended June 30, (in thousands) 2026 2025 Net cash provided by (used in): Operating activities $ (21,730) $ (27,123) Investing activities 114 (184) Financing activities 9,557 597 Net change in cash, cash equivalents and restricted cash $ (12,059) $ (26,710) 40 Table of Contents Operating Activities 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 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 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 $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. 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 fourth quarter of 2026. 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. While management is devoting substantially all of its efforts to developing our business, raising capital and collecting amounts owed to us under existing agreements, there can be no assurance that our efforts will be successful. Moreover, no assurance can be given that management’s actions will result in raising additional financing or profitable operations. Our future capital requirements will depend on many factors, including: • the scope, rate of progress, results and costs of drug discovery, clinical and preclinical development, laboratory testing and clinical trials for our product candidates; 41 Table of Contents • the number and development requirements of product candidates that we may pursue, and other indications for our current product candidates that we may pursue; • the costs, timing and outcome of regulatory review of our product candidates; • our ability to collect amounts owed to us by our sublessee, GeneFab; • the scope and costs of any commercial manufacturing activities; • the cost associated with commercializing any approved product candidates; • the cost and timing of developing our ability to establish sales and marketing capabilities, if any; • the costs of preparing, filing and prosecuting patent applications, maintaining, enforcing and protecting our intellectual property rights, defending intellectual property-related claims and obtaining licenses to third-party intellectual property; • the timing and amount of any milestone and royalty payments we are required to make under our present or future license agreements; • our ability to establish and maintain collaborations on favorable terms, if at all; and • the extent to which we acquire or in-license other product candidates and technologies and associated intellectual property. In order to improve our liquidity, management is actively pursuing additional financing. We will need to obtain substantial additional funding for continuing operations. If we are unable to raise capital when needed, or on attractive terms, we could be forced to delay, reduce or eliminate our research or drug development programs or any future commercialization efforts. Although management continues to pursue these plans, there is no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all. Contractual Obligations and Commitments We entered into the Alameda Lease Amendment, which reduced the leased premises and corresponding future lease payments. Refer to Part I, Item 1. “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 5 — Operating Leases ” in this Report for details on our lease and sublease obligations. 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 42 Table of Contents 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. 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 For the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under the rules and regulations of the SEC. Critical Accounting Estimates 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 The JOBS Act permits an emerging growth company to take advantage of an extended transition to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and have elected to not take advantage of the benefits of this extended transition period. 43 Table of Contents We expect to remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Dynamics Initial Public Offering (“IPO”) (which occurred on May 25, 2021), (b) in which we have total annual revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter and our net sales for the year exceed $100 million; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding, rolling three-year period. Smaller Reporting Company Status We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company if (1) the market value of our common stock held by non-affiliates is less than $250 million as of the last business day of the second fiscal quarter, or (2) our annual revenues in our most recent fiscal year completed before the last business day of our second fiscal quarter are less than $100 million and the market value of our common stock held by non-affiliates is less than $700 million as of the last business day of the second fiscal quarter. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. Our CODM (Chief Executive Officer) views our operations and manages the business as a single operating segment, which is the research and development of our gene circuit platform. Refer to Part I, Item 1. “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 15 — Segment Reporting ” in this Report for additional information related to operating segment. All long-lived assets are located in the United States. We do not currently generate any revenue from product sales. Item 3. Quantitative and Qualitative Disclosures About Market Risk As a “smaller reporting company,” we are not required to provide this information.