Senti Biosciences Holdings, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In connection with the Business Combination, DYNS entered into subscription agreements with the PIPE Investors, pursuant to which the PIPE Investors purchased, and DYNS sold to the PIPE Investors, on June 8, 2022, an aggregate of 5,060,000 shares of DYNS Class A Common Stock, for a purchase price of $10.00 per share and an aggregate purchase price of $50.6 million out of an expected $66.8 million, in the PIPE Investment. We gave certain registration rights to the PIPE Investors with respect to the PIPE Shares. In connection with the Business Combination, we issued 517,500 shares of Common Stock to Bayer Healthcare LLC on June 8, 2022, in connection with the cancellation and exchange of the Convertible Note. Bayer Healthcare LLC is entitled to registration rights with respect to the shares issued upon the cancellation and exchange of the Convertible Note. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe each of these transactions was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None.