What changed in this filing

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Item 1. Financial Statements

2023-05-09 compared with 2022-11-10 · 220 added, 401 removed, 369 unchanged (63% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30, December 31,

March 31, December 31,

Cash and cash equivalents $ 31,600 $ 57,621

Accounts receivable 791 626

Short-term investments 44,506 40,942

Prepaid expenses and other current assets 3,614 3,390

7 unchanged sentences

Accounts payable $ 2,582 $ 2,267

Finance lease liabilities - related party, current portion 95 —

Early exercise liability, current portion 135 135

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Total current liabilities 12,866 18,053

Finance lease liabilities - related party, net of current portion 73 —

Operating lease liabilities, net of current portion 35,866 35,103

1 unchanged sentence

Early exercise liability, net of current portion 112 146

Deferred revenue, net of current portion — 176

Total liabilities 49,085 53,529

Commitments and contingencies (Note 11)

Redeemable convertible preferred stock (A and B), $ 0.0001 par value;

zero and 19,517,990 shares authorized at September 30, 2022 and December 31, 2021;

zero and 19,517,988 shares issued and outstanding at September 30, 2022 and December 31, 2021;

aggregate liquidation preference of zero and $ 163.8 million at September 30, 2022 and December 31, 2021, respectively

Stockholders’ equity (deficit):

Preferred stock, $ 0.0001 par value;

10,000,000 and zero shares authorized at September 30, 2022 and December 31, 2021;

zero and zero shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

10,000,000 shares authorized at March 31, 2023 and December 31, 2022;

zero shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

Common stock, $ 0.0001 par value;

500,000,000 and 27,006,600 shares authorized at September 30, 2022 and December 31, 2021;

43,638,917 and 2,972,409 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

500,000,000 shares authorized at March 31, 2023 and December 31, 2022;

44,075,194 and 44,062,534 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital 304,341 300,544

Other comprehensive income 3 1

Accumulated deficit ( 192,008 ) ( 173,286 )

Total stockholders’ equity (deficit) 140,343 ( 111,457 )

Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) $ 189,441 $ 96,702

Total stockholders’ equity 112,340 127,263

Total liabilities, preferred stock and stockholders’ equity $ 161,425 $ 180,792

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

2 unchanged sentences

(in thousands, except share and per share data)

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

2022 2021 2022 2021

Three Months Ended March 31,

Contract revenue $ 1,036 $ 854

9 unchanged sentences

Change in fair value of contingent earnout liability 59 —

Gain on extinguishment of convertible notes — — 1,289 —

Change in preferred stock tranche liability — — — ( 14,742 )

Loss on impairment of fixed assets — ( 9 ) — ( 9 )

Other income (expense) ( 8 ) ( 54 )

Total other income (expense), net 1,112 ( 50 )

Net loss and comprehensive loss $ ( 16,640 ) $ ( 11,406 ) $ ( 40,000 ) $ ( 44,415 )

Net loss ( 18,722 ) ( 11,808 )

Other comprehensive loss

Unrealized gain on investments 2 —

Comprehensive loss $ ( 18,720 ) $ ( 11,808 )

Net loss per share, basic and diluted $ ( 0.42 ) $ ( 3.72 )

5 unchanged sentences

Redeemable Convertible

Preferred Stock Common Stock Additional Paid-in Capital Accumulated

Preferred Stock Common Stock Additional Paid-in Capital Other Comprehensive Income Accumulated

Deficit Total

4 unchanged sentences

19,517,988 $ 171,833 2,972,409 $ — $ 3,619 $ — $ ( 115,076 ) $ ( 111,457 )

Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability of $ 33 thousand and issuance costs of $ 6 thousand

277,977 2,294 — — — — —

Exercise of options of common stock — — 563,460 — 1,432 — 1,432

Early exercise of common stock options — — ( 512,670 ) — ( 1,329 ) — ( 1,329 )

Stock-based compensation — — — — 372 — 372

Net loss — — — — — ( 21,002 ) ( 21,002 )

Balance as of March 31, 2021

11,814,113 91,956 2,889,166 — 1,519 ( 80,759 ) ( 79,240 )

Issuance of Series B redeemable convertible preferred stock, including extinguishment of preferred stock tranche liability of $ 15.2 million

7,703,875 79,877 — — — — —

Exercise of options of common stock — — 12,891 — 21 — 21

Vesting of early exercise of common stock options — — 13,099 — 28 — 28

Stock-based compensation — — — — 562 — 562

Net loss — — — — — ( 12,007 ) ( 12,007 )

Balance as of June 30, 2021

19,517,988 171,833 2,915,156 — 2,130 ( 92,766 ) ( 90,636 )

Exercise of options of common stock — — 7,572 — 19 — 19

Exercise of common stock options — — 172,606 — 422 — — 422

Vesting of early exercise of common stock options — — 143,524 — 375 — — 375

Stock-based compensation — — — — 626 — 626

Stock-based compensation expense — — — — 661 — — 661

Net loss — — — — — — ( 11,808 ) ( 11,808 )

Balance as of September 30, 2021

Balance as of March 31, 2022

19,517,988 $ 171,833 3,288,539 $ — $ 5,077 $ — $ ( 126,884 ) $ ( 121,807 )

4 unchanged sentences

Redeemable Convertible

Preferred Stock Common Stock Additional Paid-in Capital Accumulated

Preferred Stock Common Stock Additional Paid-in Capital Other Comprehensive Income Accumulated

Deficit Total

4 unchanged sentences

— $ — 44,062,534 $ 4 $ 300,544 $ 1 $ ( 173,286 ) $ 127,263

Exercise of options of common stock — — 172,606 — 422 — 422

Vesting of early exercise of common stock options — — 12,660 — 34 — — 34

Stock-based compensation — — — — 661 — 661

Stock-based compensation expense — — — 3,763 — — 3,763

Unrealized gain on investments — — — — — 2 — 2

Net loss — — — — — — ( 18,722 ) ( 18,722 )

1 unchanged sentence

— $ — 44,075,194 $ 4 $ 304,341 $ 3 $ ( 192,008 ) $ 112,340

Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs ( 19,517,988 ) ( 171,833 ) 19,517,988 2 171,833 — 171,835

Issuance of common stock upon Reverse Recapitalization, net of transaction costs — — 19,975,963 2 112,180 — 112,182

Contingent earnout liability recognized upon closing of the Reverse Recapitalization — — — — ( 9,688 ) — ( 9,688 )

Cancellation and exchange of convertible note in connection with Reverse Capitalization — — 517,500 — 5,184 — 5,184

Gain recognized on fair value of embedded derivative after cancellation and exchange of convertible note — — — — ( 1,289 ) — ( 1,289 )

Exercise of options of common stock — — 27,233 — 74 — 74

Vesting of early exercised common stock options — — 41,047 — 102 — 102

Stock-based compensation — — — — 9,225 — 9,225

Net loss — — — — — ( 11,552 ) ( 11,552 )

Balance as of June 30, 2022

— — 43,368,270 4 292,698 ( 138,436 ) 154,266

Common Stock Purchase Agreement fee settled in common stock — — 100,000 — 196 — 196

Additional Reverse Recapitalization transaction costs — — — — ( 223 ) — ( 223 )

Vesting of early exercise of common stock options — — 170,647 — 454 — 454

Stock-based compensation — — — — 2,290 — 2,290

Net loss — — — — — ( 16,640 ) ( 16,640 )

Balance as of September 30, 2022

— $ — 43,638,917 $ 4 $ 295,415 $ ( 155,076 ) $ 140,343

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

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

Net loss $ ( 18,722 ) $ ( 11,808 )

Adjustments to reconcile net loss to net cash from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation 467 240

Amortization of operating lease right-of-use assets 462 770

Gain on extinguishment of convertible notes ( 1,289 ) —

Accretion of discount on short-term investments ( 572 ) —

Change in fair value of contingent earnout liability ( 59 ) —

Change in preferred stock tranche liability — 14,742

Stock-based compensation expense 3,763 661

Loss on write-off of fixed assets — 12

Issuance of common stock for Common Stock Purchase Agreement fee 196 —

Other non-cash charges 8 —

Interest income accrued and not received ( 30 ) —

Changes in assets and liabilities:

7 unchanged sentences

Cash flows from investing activities

Purchases of short-term investments ( 17,990 ) —

Maturities of short-term investments 15,000 —

Purchases of property and equipment ( 6,507 ) ( 7,380 )

1 unchanged sentence

Cash flows from financing activities

Proceeds from Merger and related PIPE financing, net of transaction costs 111,979 —

Proceeds from issuance of common stock upon exercise of stock options — 140

Proceeds from issuance of convertible notes 5,175 —

Proceeds from issuance of Series B redeemable convertible preferred stock, net of issuance costs — 66,952

Principal finance lease payments ( 35 ) —

Payment of deferred transaction costs related to Merger — ( 595 )

Net cash from financing activities ( 35 ) ( 455 )

Net change in cash and cash equivalents 58,944 44,190

Cash, cash equivalents, and restricted cash, beginning of the year 59,291 31,034

Cash, cash equivalents, and restricted cash, end of the year $ 118,235 $ 75,224

Net decrease in cash and cash equivalents ( 25,836 ) ( 17,894 )

Cash, cash equivalents, and restricted cash, beginning of period 60,987 59,291

Cash, cash equivalents, and restricted cash, end of period $ 35,151 $ 41,397

Reconciliation of cash, cash equivalents and restricted cash

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Supplemental disclosures of noncash financing and investing items

Purchase of property and equipment in accounts payable and accrued expenses $ 7,360 $ 1,092

Recognition of Series B preferred stock tranche liability $ — $ 33

Nine Months Ended September 30,

Extinguishment of Series B preferred stock tranche liability $ — $ 15,210

Deferred transaction costs related to pending business combination in accounts payable and accrued expenses $ — $ 140

Purchases of property and equipment in accounts payable and accrued expenses $ 4,758 $ 8,920

Merger and related PIPE financing costs included in accounts payable and accrued expenses $ — $ 2,462

Receivables in transit from issuance of common stock upon exercise of stock options $ — $ 306

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As a result of the Merger, Dynamics was renamed Senti Biosciences, Inc.

Refer to Note 3, Reverse Recapitalization, for further details of the Merger.

Liquidity and Going Concern

These consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern.

The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

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

To date, the Company has financed its operations primarily through a Reverse Recapitalization, the sale of equity securities and convertible debt and, to a lesser extent, through collaboration agreements and governmental grants.

At September 30, 2022 and December 31, 2021, the Company had an accumulated deficit of $ 155.1 million and $ 115.1 million, respectively.

The Company’s net losses were $ 40.0 million and $ 44.4 million for the nine months ended September 30, 2022 and 2021, respectively.

To date, the Company raised aggregate gross proceeds of $ 298.8 million from the Merger and PIPE Financing, the issuance of shares of our redeemable convertible preferred stock, the issuance of convertible notes and, to a less extent, through collaboration agreements and government grants.

At March 31, 2023 and December 31, 2022, the Company had an accumulated deficit of $ 192.0 million and $ 173.3 million , respectively.

The Company’s net losses were $ 18.7 million and $ 11.8 million for the three months ended March 31, 2023 and 2022, respectively.

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

The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its preclinical activities and clinical trials for its product candidates in development .

As of September 30, 2022, the Company had cash, cash equivalents and restricted cash of $ 118.2 million.

Based on the cash and cash equivalents on hand, the Company believes its combined cash and cash equivalents will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements, for at least 12 months from the issuance date of these interim financial statements.

The Company’s continued existence is dependent upon management’s ability to develop profitable op erations.

As of March 31, 2023 and December 31, 2022, the Company had cash, cash equivalents and short-term investments of $ 76.1 million and $ 98.6 million, respectively.

As of May 9, 2023, the issuance date of the condensed consolidated financial statements as of for the three months ended March 31, 2023, there is uncertainty about whether the Company’s combined cash, cash equivalents, and short-term investments will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements, beyond twelve months from the issuance date of these financial statements and therefore the Company concluded that substantial doubt existed about the Company’s ability to continue as a going concern.

The Company’s continued existence is dependent upon management’s ability to raise capital and develop profitable op erations.

Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful.

No assurance can be given that management’s actions will result in profitable operations or the meeting of ongoing liquidity needs.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies

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GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

wholly-owned subsidiaries.

The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

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The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited.

These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2022 and its results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021.

The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or any other period.

These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023 and its results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022.

The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or any other period.

The December 31, 2022 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements.

1 unchanged sentence

GAAP have been condensed or omitted pursuant to such rules and regulations.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and the related notes included in the Company’s Registration Statement on Form S-1, filed with the SEC on September 12, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information.

There have been no material changes to the Company’s significant accounting policies as of and for the three and nine months ended September 30, 2022, as compared to the significant accounting policies described in the Company’s audited annual consolidated financial statements as of and for the year ended December 31, 2021, except as discussed below.

Contingent Earnout Equity

In connection with the Reverse Recapitalization and pursuant to the Merger dated as of June 8, 2022 by and among the Merger Sub and Legacy Senti, former holder of the Legacy Senti common stock and Legacy Senti preferred stock are entitled to receive as additional consideration of up to 2,000,000 shares of the Company’s Common Stock (the “Contingent Earnout Shares”), comprised of two separate tranches of 1,000,000 shares per tranche, for no consideration upon the achievement of certain share price milestones within a period of two and three years .

The Contingent Earnout Shares are a form of dividend for holders of Legacy Senti common stock and Legacy Senti preferred stock.

If there is a change of control within the three-year period following the closing of the Merger that results in a per share price equal to or in excess of certain share price milestones not previously met, then the Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock.

In accordance with ASC 815-40, Derivatives and Hedging , as certain terms of the contingent earnout shares were not indexed to the common stock, equity treatment is precluded and liability classification is required at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the condensed consolidated statements of operations and

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

comprehensive loss.

A portion of the earnout shares were granted to holders of Legacy Senti common stock that are subject to repurchase, and as of the date of the Merger were accounted for as stock-based compensation and expensed as there was no remaining service period.

The estimated fair value of the Contingent Earnout Shares was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over a three-year period prioritizing the most reliable information available.

The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and expected dividend yield.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022 and the related notes included in the Company’s Form 10-K, filed with the SEC on March 22, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information.

There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2023, as compared to the significant accounting policies described in the Company’s audited annual consolidated financial statements as of and for the year ended December 31, 2022, except as discussed below.

Recent Accounting Standards

The Company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Reverse Recapitalization

On June 8, 2022, Merger Sub, a wholly-owned subsidiary of Dynamics, merged with Legacy Senti, with Legacy Senti surviving as a wholly-owned subsidiary of Dynamics.

At the effective time of the Merger:

• each outstanding share of Legacy Senti common stock was converted into approximately 0.1957 shares of the Company’s common stock;

• each outstanding share of preferred stock of Legacy Senti was cancelled and converted into the aggregate number of shares of the Company’s common stock that would be issued upon conversion of the shares of Legacy Senti preferred stock based on the applicable conversion ratio immediately prior to the effective time, multiplied by approximately 0.1957 ;

• each outstanding option to purchase Legacy Senti’s common stock was converted into an option to purchase a number of shares of the Company’s common stock equal to the number of shares of Legacy Senti common stock subject to such option multiplied by approximately 0.1957 , rounded down to the nearest whole share, at an exercise price per share equal to the current exercise price per share for such option divided by approximately 0.1957 , rounded up to the nearest whole cent;

• all shares of Dynamics Class A common stock were redesignated as common stock, par value $ 0.0001 per share, of the Company.

Former holders of the Legacy Senti common stock and preferred stock are eligible to receive up to an aggregate of 2,000,000 additional shares of the Company’s common stock in the aggregate in two equal tranches of 1,000,000 shares if the volume-weighted average closing sale price of the common stock is greater than or equal to $ 15.00 and $ 20.00 , respectively, for any 20 trading days within any 30 consecutive trading day period.

The first and second tranche term is two and three years , respectively, from the closing of the Merger.

If there is a change of control within the three-year period following the closing of the Merger that results in a per share price equal to or in excess of the $ 15.00 and $ 20.00 share price milestones not previously met, then the Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock.

Refer to Note 8, Stockholders’ Equity (Deficit) , for further details of the contingent earnout liability.

In association with the Merger, Dynamics entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”).

Pursuant to the Subscription Agreements, the PIPE Investors purchased an aggregate of 5,060,000 shares of the Company’s common stock (the “PIPE Shares”) in a private placement at a price of $ 10.00 per share for an aggregate purchase price of $ 50.6 million (the “PIPE Financing”).

The PIPE Financing was consummated in connection with the Merger.

Concurrently with the closing of the Merger, the unsecured convertible promissory note (the “May 2022 Note”) in the principal amount of $ 5.2 million that was previously issued by Legacy Senti to Bayer Healthcare LLC (“Bayer”) on May 19, 2022 was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock (the “Note Exchange”) at a price of $ 10.00 per share.

The shares of Class A Common Stock issued in the Note

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

Exchange are entitled to the same registration rights granted to the PIPE Investors with respect to the PIPE Shares.

Refer to Note 7, Convertible Note , for further details of the convertible note.

The number of shares of the Company’s common stock outstanding immediately following the consummation of the Merger was:

Owned by Dynamics’ stockholders 14,915,963

Issued to PIPE Investors 5,060,000

Issued to Bayer in connection with convertible note cancellation and exchange 517,500

Issued to Legacy Senti stockholders 23,163,614 (1)

Early exercised shares subject to repurchase ( 288,807 )

Total shares of common stock immediately after Merger 43,368,270

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(1) Includes 19,517,988 shares of common stock issued upon conversion of Legacy Senti’s redeemable convertible preferred stock.

The Merger was accounted for as a reverse recapitalization in accordance with U.S.

Under this method of accounting, Dynamics was treated as the acquired company for financial reporting purposes and Legacy Senti was treated as the acquiror.

This determination was primarily based on the fact that subsequent to the Merger, the Legacy Senti stockholders hold a majority of the voting rights of the combined company, Legacy Senti comprises all of the ongoing operations of the combined company, Legacy Senti comprises a majority of the carryover governing body of the combined company, and Legacy Senti’s senior management comprises all of the senior management of the combined company.

Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy Senti issuing shares for the net assets of Dynamics, accompanied by a recapitalization.

The net assets of Dynamics were stated at historical costs.

No goodwill or other intangible assets were recorded.

Operations prior to the Merger are those of Legacy Senti.

In connection with the Merger, the Company raised $ 140.7 million in proceeds from the Merger and related PIPE Financing, including the Bayer convertible note cancellation and exchange.

Transaction costs totaling $ 23.5 million consisting of banking, legal, and other professional fees were deducted from the funds raised, of which $ 4.8 million was incurred by the Company and the remainder by Dynamics.

In addition, there were no unpaid transaction costs included in accounts payable and accrued expenses as of September 30, 2022.

Fair Value Measurements

The following tables summarize the estimated value of cash equivalents and restricted cash (in thousands):

September 30, 2022

Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value

Cash equivalents:

Money market fund $ 114,940 $ — $ — $ 114,940

Restricted cash:

Money market fund 3,295 — — 3,295

March 31, 2023

Adjusted Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash and cash equivalents Restricted cash Short-term investments

Cash $ 46 $ — $ — $ 46 $ 46 $ — $ —

Money market funds 35,105 — — 35,105 31,554 3,551 —

Subtotal 35,105 — — 35,105 31,554 3,551 —

Treasury securities 11,380 2 — 11,382 — — 11,382

agency securities 13,744 3 ( 1 ) 13,746 — — 13,746

Commercial Paper 17,381 — — 17,381 — — 17,381

Corporate debt securities 1,998 — ( 1 ) 1,997 — — 1,997

Subtotal 44,503 5 ( 2 ) 44,506 — — 44,506

Total $ 79,654 $ 5 $ ( 2 ) $ 79,657 $ 31,600 $ 3,551 $ 44,506

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2022

Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value

Cash equivalents:

Money market fund $ 56,034 $ — $ — $ 56,034

Restricted cash:

Money market fund 3,257 — — 3,257

Adjusted Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash and cash equivalents Restricted cash Short-term investments

Money market funds $ 45,412 $ — $ — $ 45,412 $ 42,046 $ 3,366 $ —

Subtotal 45,412 — — 45,412 42,046 3,366 —

Treasury securities 14,866 4 ( 3 ) 14,867 — — 14,867

agency securities 5,938 — — 5,938 3,983 — 1,955

Commercial Paper 28,122 — — 28,122 5,994 — 22,128

Corporate debt securities 7,590 1 ( 1 ) 7,590 5,598 — 1,992

Subtotal 56,516 5 ( 4 ) 56,517 15,575 — 40,942

Total $ 101,928 $ 5 $ ( 4 ) $ 101,929 $ 57,621 $ 3,366 $ 40,942

Financial assets and liabilities measured and recognized at fair value are as follows (in thousands):

September 30, 2022

Level 1 Level 2 Level 3 Total

Cash equivalents:

Money market fund $ 114,940 $ — $ — $ 114,940

Restricted cash:

Money market fund 3,295 — — 3,295

Total Assets $ 118,235 $ — $ — $ 118,235

Contingent earnout liability $ — $ — $ 909 $ 909

Total Liabilities $ — $ — $ 909 $ 909

December 31, 2021

Level 1 Level 2 Level 3 Total

Cash equivalents:

Money market fund $ 56,034 $ — $ — $ 56,034

Restricted cash:

Money market fund 3,257 — — 3,257

Total Assets $ 59,291 $ — $ — $ 59,291

No securities have contractual maturities of longer than one year.

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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):

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Fair value as of December 31, 2022

Contingent earnout liability recognized upon the closing of the reverse recapitalization ( 9,688 )

Change in fair value included in other income (expense) 59

Fair value as of September 30, 2022

Fair value as of March 31, 2023

The fair value of the Contingent Earnout Liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

In determining the fair value of the Contingent Earnout Liability, the Company used a Monte Carlo simulation value model using a distribution of potential outcomes.

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Refer to Note 6, Stockholders’ Equity (Deficit) , for further details of the Contingent Earnout.

Preferred Stock Tranche Liability

The subsequent fair values of the preferred stock tranche liability recognized in connection with the issuance of Series B redeemable convertible preferred stock were determined with the assistance of a third-party valuation specialist using significant inputs not observable in the market which constitute Level 3 measurements within the fair value hierarchy.

The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of December 31, 2020 using a Monte Carlo valuation model and/or Black-Scholes option pricing model:

December 31, 2020

Subsequent Measurement Dates

Tranche Features 2 and 3 Call Option Tranche 2 and 3 Forward Contracts

Estimated fair value of Series B redeemable convertible preferred stock (1)

$ 1.62 $ 1.62

Discount rate 0.11 % 0.11 %

Time to liquidity (years) 0.5 0.5

Expected volatility 73.8 % N/A

Probability of call option and forward contract 10 % 90 %

Strike Price $ 1.6427 $ 1.6427

Value of each tranche feature $ 0.326 $( 0.023 )

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(1) Fair value of the Series B redeemable convertible preferred stock was estimated using the Backsolve method.

The weighted-average fair value of the tranche features on a per share basis was $ 0.012 as of December 31, 2020 for a preferred stock tranche liability of $ 0.4 million as of December 31, 2020.

In January 2021, the Company issued additional Series B redeemable convertible preferred stock and recorded an addition to the tranche liability of $ 33 thousand in recognition of the obligation to sell additional shares at a fixed price in the event that certain agreed-upon milestones are achieved or at the election of investors.

The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of March 31, 2021 using a Black-Scholes pricing model and a scenario analysis:

March 31, 2021

Tranche 2 Tranche 3 (Public) Tranche 3 (Staying Private)

Forward Call No Value Call Forward No Value

Estimated fair value of Series B redeemable convertible preferred stock (1)

$ 2.0796 $ 2.3386 N/A $ 1.3023 $ 1.3023 N/A

Discount rate 0.03 % 0.05 % N/A 0.06 % 0.06 % N/A

Time to liquidity (years) 0.08 0.5 N/A 0.75 0.75 N/A

Probability of call option and forward contract 100.0 % 25.0 % 75.0 % 45.0 % 5.0 % 50.0 %

Strike price $ 1.6427 $ 1.6427 N/A $ 1.6427 $ 1.6427 N/A

Expected volatility N/A 80.00 % N/A 80.00 % N/A N/A

Value of each tranche feature $ 0.437 $ 0.873 $ — $ 0.251 $( 0.340 ) $ —

Total value of tranche feature (in millions) $ 8.6 $ 4.3 $ 1.9

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

_______________

(1) Fair value of the Series B redeemable convertible preferred stock for Tranche 3 was estimated using guideline IPO transactions for the public scenario and the Black-Scholes based option pricing model for the staying-private scenario, and for Tranche 2 was based on a weighting of the public and staying-private scenarios used for Tranche 3.

The total value of Tranche 2 was determined as a forward contract for a total of $ 8.6 million.

The value of Tranche 3 was determined using public company and staying-private scenarios for a total value of $ 4.3 million and $ 1.9 million, respectively.

The Company applied a 75 % weighting to the public scenario and a 25 % weighting to the staying-private scenario, resulting in a value of Tranche 3 rights of $ 3.7 million.

The weighted average fair value of the tranche feature on a per share basis was $ 0.312 as of March 31, 2021 for a total preferred stock tranche liability of $ 12.3 million resulting in a change in fair value of the preferred stock tranche liability of $ 11.8 million for the three months ended March 31, 2021.

In April 2021, the Company’s Board of Directors determined that certain technical milestones within the Series B agreements had been achieved and approved the notice to call tranches 2 and 3, subject to requisite stockholders’ written election and related waivers.

The second and third closings occurred on May 14, 2021 and all shares of the Series B redeemable convertible preferred stock were acquired thereby extinguishing the preferred stock tranche liability.

The $ 15.2 million value of the tranche rights acquired on May 14, 2021 was determined using the current value method as both tranches were called by the Company on the valuation date.

The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of May 14, 2021 using a weighted comparable guideline IPO (high and low) and special purpose acquisition company (“SPAC”) transactions for the public scenario and the Black-Scholes pricing model for the staying-private scenario:

Tranches 2 and 3

Public Scenario Staying-Private Scenario

Estimated fair value of Series B redeemable convertible preferred stock $ 2.18 $ 1.58

Scenario weighting 75.0 % 25.0 %

Value of each tranche feature $ 1.637 $ 0.395

Weighted-average value of Series B redeemable convertible preferred stock $ 2.032

The following table provides a roll-forward of the change in the preferred stock tranche liability (in thousands):

Preferred Stock Tranche Liability

Balance as of December 31, 2020 $ 435

Recognition of tranche rights from January 2021 issuance 33

Change in fair value 14,742

Tranche liability extinguishment ( 15,210 )

Balance as of December 31, 2021 $ —

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

Other Financial Statement information

1 unchanged sentence

Prepaid expenses and other current assets consisted of the following (in thousands):

September 30, December 31,

March 31, December 31,

Prepaid expenses (including prepaid rent) $ 2,202 $ 1,871

Deposits 1,300 1,418

Reverse Recapitalization deferred offering costs — 1,446

Other 112 101

Total prepaid expenses and other current assets $ 3,614 $ 3,390

1 unchanged sentence

Property and equipment, net consisted of the following (in thousands):

September 30, December 31,

March 31, December 31,

Lab equipment $ 8,474 $ 8,265

6 unchanged sentences

Property and equipment, net $ 58,987 $ 56,136

Depreciation totaled $ 0.9 million and $ 0.5 million for the nine months ended September 30, 2022 and 2021, respectively and $ 0.4 million and $ 0.2 million for the three months ended September 30, 2022 and 2021, respectively.

Depreciation totaled $ 0.5 million and $ 0.2 million for the three months ended March 31, 2023 and 2022, respectively.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):

September 30, December 31,

March 31, December 31,

Accrued professional and service fees related to facility construction $ 3,990 $ 7,342

Accrued professional and service fees other 2,465 1,950

Accrued employee-related expenses 1,799 3,743

Accrued professional and service fees other 1,749 1,750

Other accrued expenses 53 29

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Operating Leases

The Company’s operating leases are primarily for its corporate headquarters located in South San Francisco, California (“HQ lease”) and for additional office and laboratory space located in Alameda, California (“Alameda lease”) that commenced on July 30, 2021.

The corporate headquarters lease has an initial term of eight years expiring in 2027, with an option to renew for an additional eight years unless canceled by either party thereafter.

The Alameda lease has an initial term of eleven years expiring in 2032, with an option to renew the lease for up to two

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

additional terms of five years .

The Alameda lease has an initial term of eleven years expiring in 2032, with an option to renew the lease for up to two additional terms of five years .

The exercise of these renewal options is not recognized as part of the ROU assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain.

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A summary of total lease costs and other information for the period relating to the Company’s operating leases is as follows:

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

2022 2021 2022 2021

Three Months Ended March 31,

Operating lease cost $ 1,309 $ 1,326

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Total lease cost $ 1,584 $ 1,500

Nine Months Ended September 30,

Three Months Ended March 31,

Other information:

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Weighted-average discount rate 9.1 % 9.1 %

For the nine months ended September 30, 2022, the Company received $ 11.3 million and has received $ 11.3 million inception-to-date of the $ 17.5 million tenant improvement allowance.

As of September 30, 2022 and 2021, amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

Maturities of the Company’s lease liabilities as of September 30, 2022, were as follows (in thousands):

For the three months ended March 31, 2023 and 2022, the Company received $ 1.0 million and $ 2.5 million, respectively, of the $ 17.5 million tenant improvement allowance.

Through March 31, 2023, the Company utilized $ 15.1 million of the tenant improvement allowance inception-to-date.

As of March 31, 2023 and 2022, amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.

Maturities of the Company’s lease liabilities as of March 31, 2023, were as follows (in thousands):

2023, for the remainder of the year $ 5,307

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Total lease liabilities $ 37,922

Convertible Note

On May 19, 2022, in connection with the Merger, Legacy Senti issued $ 5.2 million in unsecured convertible promissory notes for the purchase price of $ 5.2 million.

The May 2022 Note was due May 2024 and interest accrued at an annual rate of 3.0 %.

The May 2022 Note was cancellable and exchangeable or convertible under any of the following circumstances:

• Automatic conversion upon the closing of the Business Combination Agreement with Dynamics.

The outstanding principal under this note shall be cancelled and exchanged automatically into that number of shares of Dynamics common stock as is equal to (a) the entire principal amount under this note divided by (b) $ 10.00 .

Upon conversion of this note, any and all accrued interest under this note shall immediately and automatically be cancelled and forgiven.

The shares issued upon conversion of this note shall have the same rights and entitlements as the shares issued in connection with the PIPE by Dynamics.

• Automatic conversion upon closing of a qualified Initial Public Offering (“IPO”).

The note and any accrued unpaid interest shall be automatically converted into shares of the equity securities issued in the qualified IPO at a conversion price equal to the product of (a) 80 %, and (b) the price per share of the Company’s common stock issued to the public in the qualified IPO.

• Automatic conversion upon closing of non-qualified financing.

The note and any accrued unpaid interest shall be automatically converted into shares of the Company’s equity securities issued in such non-qualified financing at a conversion price per share equal to the product of (a) 80 %, and (b) the lowest per-share selling price of the equity securities issued to other investors in the non-qualified financing.

• If the note has not been repaid or previously converted, on or after the maturity date, at the election of the holder, the outstanding balance shall either (a) be repaid in cash in an amount equal to the outstanding principal, or (b) be converted into that number of shares of Legacy Senti’s Series B Preferred Stock equal to the outstanding balance divided by the original issuance price of the Series B Preferred Stock.

On June 8, 2022, concurrently with the closing of the Merger, the May 2022 Note was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock at a price of $ 10.00 per share.

In accordance with the accounting guidance for an extinguishment of convertible debt instruments with a conversion feature that is separately accounted for as a derivative, the Company determined that the cancellation and exchange should be accounted for as an extinguishment of the May 2022 Note and a gain on extinguishment of $ 1.3 million was recorded at the closing of the Merger and all accrued interest at the time of the Merger was reversed and recorded to additional paid in capital.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

Stockholders’ Equity (Deficit)

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except share and per share amounts):

December 31, 2021

Per Share Shares Authorized Shares Issued and Outstanding

Net Carrying Value

Aggregate Liquidation Preference

Series A $ 1.6427 6,888,563 6,888,563 $ 57,408 $ 57,822

Series B $ 1.6427 12,629,427 12,629,425 114,425 106,012

Total 19,517,990 19,517,988 $ 171,833 $ 163,834

In connection with the Merger, all previously issued and outstanding redeemable convertible preferred stock was converted into an equivalent number of shares of common stock of the Company on a one -to-one basis, then multiplied by the Exchange Ratio pursuant to the Merger Agreement.

Refer to Note 3, Reverse Recapitalization, for further details of the Merger.

Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders.

The holders have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares.

Common stock is subordinate to the redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company.

Through September 30, 2022, no cash dividends have been declared or paid.

At September 30, 2022 and December 31, 2021, the Company was authorized to issue 500,000,000 and 27,006,600 shares of common stock, respectively all at a par value of $ 0.0001 per share, and had reserved the following shares for future issuance:

September 30, December 31,

Series A and B redeemable convertible preferred stock — 19,517,988

Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company;

although, no preferred stock is outstanding as of March 31, 2023 and December 31, 2022.

Through March 31, 2023, no cash dividends have been declared or paid.

At March 31, 2023 and December 31, 2022, the Company was authorized to issue 500,000,000 shares of common stock, all at a par value of $ 0.0001 per share, and had reserved the following shares for future issuance:

March 31, December 31,

Common Stock Purchase Agreement 8,327,049 8,327,049

Common stock options issued and outstanding 11,792,908 9,875,675

RSUs issued and outstanding 388,322 447,948

Common stock shares available for future issuance under equity plans 3,299,266 2,948,472

Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the "ESPP") 923,307 481,627

Contingent earnout common stock 2,000,000 2,000,000

Unvested early exercised common stock 92,840 105,500

Total 26,823,692 24,186,271

On June 8, 2022, upon the Closing, all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion rate effective immediately prior to the Merger and the Exchange Ratio and the remaining amount was reclassified to additional paid-in capital.

Refer to Note 3, Reverse Recapitalization, for further details of the Merger.

Preferred Stock

In connection with the close of the Merger, the Company’s Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue $ 0.0001 par value preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designations.

Voting powers, designations, powers, preferences and relative,

Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

participating, optional, special and other rights shall be stated and expressed in such resolutions.

There were 10,000,000 shares designated as preferred stock and none were outstanding as of September 30, 2022.

10,000,000 shares designated as preferred stock and none were outstanding as of March 31, 2023 and December 31, 2022.

Common Stock Purchase Agreement

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As consideration for Chardan’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued 100,000 shares of its common stock to Chardan and paid a $ 0.4 million document preparation fee.

The Company recognized an expense of $ 0.7 million within general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss for the Chardan related costs and legal fees incurred in connection with the agreement.

Other than the issuance of the commitment shares of the Company’s common stock to Chardan, the Company had not issued any shares of its common stock to raise capital under the Purchase Agreement as of September 30, 2022.

Subsequent to September 30, 2022, and through the date of this filing, the Company sold 100,000 shares of common stock, for aggregate net proceeds of $ 0.4 million, under the Purchase Agreement.

Upon execution of the Purchase Agreement, the Company recognized an expense of $ 0.7 million within general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss for the Chardan related costs and legal fees incurred in connection with the agreement.

Other than the issuance of the commitment shares of the Company’s common stock to Chardan, the Company issued 300,000 Class A common stock shares up until December 31, 2022 aggregating to net proceeds of $ 0.7 million, under the Purchase Agreement.

There were no shares issued within three months ended March 31, 2023.

Contingent Earnout Equity

5 unchanged sentences

Of this amount, $ 9.7 million was accounted for as a Contingent Earnout Liability because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the common stock of the Company.

The remaining balance of $ 0.1 million relates to holders of Legacy Senti common stock that are subject to repurchase were accounted for as stock-based compensation and recorded as an expense, as there was no remaining service period.

The Contingent Earnout Liability was remeasured to fair value as of September 30, 2022, resulting in the recording of a non-cash loss of $ 0.1 million and gain of $ 8.8 million for the three and nine months ended September 30, 2022, classified

The remaining balance of $ 0.1 million relates to holders of Legacy Senti common stock that are subject to repurchase were accounted for as stock-based compensation expense and recorded as an expense, as there was no remaining service period.

The Contingent Earnout Liability was remeasured to fair value as of March 31, 2023, resulting in the recording of a non-cash gain of $ 0.1 million for the three months ended March 31, 2023, classified within change in fair value of contingent earnout liability in the condensed consolidated statements of operations and comprehensive loss.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

within change in fair value of contingent earnout liability in the condensed consolidated statements of operations and comprehensive loss.

Assumptions used in the valuation are described below:

June 08, 2022 September 30, 2022

March 31, December 31,

Current stock price $ 1.18 $ 1.41

5 unchanged sentences

Contract Revenue

In May 2019, the Company entered into a collaborative development agreement.

The Company determined that the agreement contained three distinct promises;

research and development, design services, and intellectual property, which will be accounted for as a single combined performance obligation of research and development services recognized over time.

The development agreement included $ 0.3 million of fixed consideration allocated to a single performance obligation and an additional $ 0.3 million of variable consideration.

At the inception of the development agreement, it was not probable that a significant reversal of revenue would not occur and therefore the variable consideration was fully constrained.

Throughout the development agreement period, several parameters of the research and development services were changed, which increased the uncertainty of achieving the remaining performance obligations.

Therefore, in December 2021, the contract asset of $ 0.3 million was reversed due to this increased uncertainty.

In April 2021, the Company entered into a research collaboration and license agreement with Spark Therapeutics, Inc.

1 unchanged sentence

The Company received an upfront payment from Spark of $ 3.0 million and Spark is obligated to reimburse the Company for costs and expenses incurred for the research program.

The Company expects to complete the research program over a two-year period.

The Company expected to complete the research program over a two-year period.

In December 2022, the Company amended the research collaboration and license agreement to allow for an increase in budget and a two-month extension of the research program.

As there were no changes to performance obligations and the services to be provided are not distinct from those already transferred, the transactions was accounted for as a contract modification and a cumulative catch-up of $( 0.7 ) million was recognized in December 2022.

As of March 31, 2023 and December 31, 2022, there was a total of $ 0.4 million and $ 0.8 million, respectively, remaining of the upfront payment to be recognized over the remaining period of the research program.

The Company assessed this agreement in accordance with ASC 606, Revenue Recognition (“ASC 606”) and concluded that the contract counterparty, Spark, is a customer.

5 unchanged sentences

The Company evaluated Spark’s optional rights to license, develop, manufacture and commercialize each of the promoter profiles to determine whether they provide Spark with any material rights to purchase the promoter licenses at an incremental discount.

The Company’s proprietary technology used to develop the promoters is in the

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

early stages of development, so technological feasibility and probability of developing a product is highly uncertain.

The Company’s proprietary technology used to develop the promoters is in the early stages of development, so technological feasibility and probability of developing a product is highly uncertain.

As a result, determining the SSP for the optional rights is subject to significant judgment.

1 unchanged sentence

The Company determined the transaction price, inclusive of the upfront payment and reimbursement of costs and expenses incurred for the research program, is commensurate with SSP for the research being conducted given the specialized nature and reliance on proprietary technology.

Based on the Company’s assessment of the optional consideration and the qualitative factors of feasibility and probability of development combined with the quantitative assessment that research services are priced at their SSP, the Company concluded that the license option does not provide Spark with an incremental discount and therefore does not constitute a material right.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

concluded that the license option does not provide Spark with an incremental discount and therefore does not constitute a material right.

The transaction price associated with the research services in this agreement consists of the fixed upfront amount of $ 3.0 million and variable consideration.

For both collaboration agreements, the Company will recognize the transaction price as research and development services are provided, using a cost-based input method to measure the progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period.

For Spark collaboration agreement, the Company will recognize the transaction price as research and development services are provided, using a cost-based input method to measure the progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period.

The Company believes that the cost-based input method is the best measure of progress because other measurements would not reflect how the Company transfers the control related to the performance obligation to our customers.

For the three months ended September 30, 2022 and 2021, the Company recorded revenue, which was previously included in deferred revenue at the beginning of each period, of $ 0.7 million and $ 0.5 million, respectively, and for the nine months ended September 30, 2022 and 2021, the Company recorded revenue, which was previously included in the deferred revenue at the beginning of each period, of $ 1.7 million and $ 0.8 million, respectively.

Contract asset balances related to unbilled revenue for our collaboration agreements were zero as of September 30, 2022 and 2021, and are presented within prepaid expenses and other current assets on the condensed consolidated balance sheets.

For the three months ended March 31, 2023 and 2022, the Company recorded revenue, which was previously included in deferred revenue at the beginning of each period, of $ 0.4 million and $ 0.4 million, respectively.

Contract asset balances related to unbilled revenue for our collaboration agreements were zero as of March 31, 2023 and 2022, and are presented within prepaid expenses and other current assets on the condensed consolidated balance sheets.

In 2021, the Small Business Innovation Research (“SBIR”) awarded the Company a grant in the amount of $ 2.0 million over two years subject to meeting certain terms and conditions.

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Entity-wide information

During the three months ended September 30, 2022, Customers A and B accounted for 86 % and 14 %, respectively, of revenue.

During the three months ended September 30, 2021, Customers A and B accounted for 83 % and 16 %, respectively, of revenue.

During the nine months ended September 30, 2022, Customers A and B accounted for 82 % and 18 %, respectively, of revenue.

During the nine months ended September 30, 2021, Customer A and B accounted for 85 % and 11 %, respectively, of revenue.

All revenues were generated in the United States for the three and nine months ended September 30, 2022 and 2021.

During the three months ended March 31, 2023, Customers A and B accounted for 81 % and 19 %, respectively, of revenue.

During the three months ended March 31, 2022, Customers A and B accounted for 77 % and 23 %, respectively, of revenue.

All revenues were generated in the United States for the three months ended March 31, 2023 and 2022.

Stock-Based Compensation

On June 8, 2022, upon the Merger, the Company adopted a 2022 Stock Incentive Plan (the “2022 Plan”) authorizing the grant of incentive stock options (“ISOs”), to employees, including employees of any parent or subsidiary, and for the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of the Company’s affiliates.

As of September 30, 2022, the Company is authorized to issue up to 2,492,735 shares of common stock under the 2022 Plan in which the exercise price of an ISO and NSO shall not be less than 100 % of the fair market value of a common stock share on the date

2016 Stock Incentive Plan (as Amended and Restated)

The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provides for the grant of incentive stock options, non-qualified stock options and restricted stock awards to employees, directors, and consultants of the Company.

Stock options granted under the 2016 Plan generally vest over four years and expire no later than ten years after the grant date.

Following the Merger, the 2016 Plan was terminated.

No additional stock awards will be granted under the 2016 Plan.

All awards previously granted and outstanding as of the effective date of the Merger, were adjusted to reflect the impact of the Merger, but otherwise remain in effect pursuant to their original terms.

The shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan.

2022 Stock Incentive Plan

On June 8, 2022, upon the Merger, the Company adopted a 2022 Stock Incentive Plan (the “2022 Plan”).

The 2022 Plan provides for the grant of incentive stock options to employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants.

The exercise price of an option granted under the 2022 Plan shall not be less than the fair market value of a common stock share on the date of grant.

With respect to a 10 % stockholder, the exercise price of an option granted shall not be less than 110 % of the fair value of the common stock share on the date of grant.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

The exercise price of an ISO granted to a 10 % stockholder shall not be less than 110 % of the fair value of the common stock share on the date of grant.

Stock options awarded under the Plan expire ten years after the grant date.

On January 1 of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 5 % of the outstanding number of shares of common stock of the Company on December 31 or such lesser number of shares as approved by the Company’s board of directors.

The 2022 Plan replaced the Legacy Senti 2016 Stock Incentive Plan (the “2016 Plan”).

As of June 8, 2022 and December 31, 2021, Legacy Senti was authorized to issue up to 12,828,363 shares of common stock under the 2016 Plan.

Following the Merger, no additional stock awards will be granted under the 2016 Plan.

All awards previously granted and outstanding as of the effective date of the Merger, were adjusted to reflect the impact of the Merger as described in Note 3, Reverse Recapitalization, but otherwise remain in effect pursuant to their original terms.

On August 5, 2022, the Company adopted a 2022 Inducement Equity Plan (the “2022 Inducement Plan”) authorizing the grant of non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to persons not previously an employee of the Company and its affiliates.

As of September 30, 2022, the Company is authorized to issue up to 2,000,000 shares of common stock under the 2022 Inducement Plan in which the exercise price of a stock option or SAR shall not be less than 100 % of the fair market value of a common stock share on the date of grant.

Stock options and SARs awarded under the Plan expire ten years after the grant date.

The following table summarizes the Company’s stock option activity, excluding performance and market awards:

Stock options granted under the 2022 Plan generally vest over four years and expire no later than ten years after the grant date.

The Company initially reserved 2,492,735 shares of common stock for issuance under the 2022 Plan.

On the first day of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 5 % of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase.

In addition, the shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan.

As of March 31, 2023, the total number of shares of common stock available for issuance under the 2022 Plan is 2,168,837 .

2022 Inducement Equity Plan

On August 5, 2022, the Company adopted a 2022 Inducement Equity Plan (the “2022 Inducement Plan”).

The 2022 Plan provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to persons not previously an employee of the Company and its affiliates.

The exercise price of an option granted under the 2022 Inducement Plan shall not be less than the fair market value of a common stock share on the date of grant.

Stock options granted under the 2022 Inducement Plan generally vest over four years and expire no later than ten years after the grant date.

The Company initially reserved 2,000,000 shares of common stock for issuance under the 2022 Inducement Plan.

As of March 31, 2023, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 1,130,429 .

2022 Employee Stock Purchase Plan

On June 8, 2022, upon the Merger, the Company adopted a 2022 Employee Stock Purchase Plan (the “ESPP”).

The ESPP allows eligible employees to purchase shares of the Company's common stock at a price equal to 85 % of the lower of the fair market values of the stock on the first day of an offering or on the date of purchase.

The Company’s ESPP operates with rolling offering periods, which are generally 24 months.

The Company initially reserved 592,584 shares of common stock for issuance under the ESPP.

On the first day of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 1 % of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

As of March 31, 2023, the total number of shares of common stock available for issuance under the ESPP is 923,307 .

Stock options

The following table summarizes the Company’s stock option activity and related information under all equity plans, excluding performance and market awards:

Number of Options Weighted-Average Exercise Price Weighted-Average

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Granted 2,189,700 $ 1.81

Exercised ( 199,807 ) $ 2.49 — $ —

Forfeited ( 203,367 ) $ 3.15

Outstanding at September 30, 2022

Outstanding at March 31, 2023

6,177,759 $ 2.69 8.9 $ 5

Vested and exercisable at September 30, 2022

Vested and exercisable at March 31, 2023

972,055 $ 3.97 7.5 $ 5

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2023 and 2022 were $ 1.30 and none , respectively.

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2023 and 2022 were none and $ 1.2 million, respectively.

As of March 31, 2023, the unrecognized stock-based compensation expense related to stock options was approximately $ 9.5 million, expected to be recognized over a weighted-average period of 2.8 years.

Early Exercise of Stock Options into Restricted Stock

For the nine months ended September 30, 2022 and 2021, the Company issued zero and 512,670 shares of common stock upon exercise of unvested stock options, respectively.

As of September 30, 2022 and December 31, 2021, 118,160 and 473,373 shares were held by employees subject to repurchase at an aggregate price of $ 0.3 million and $ 1.2 million, respectively.

For the three months ended March 31, 2023 and 2022, the Company issued zero shares of common stock upon exercise of unvested stock options.

As of March 31, 2023 and December 31, 2022, 92,840 and 105,500 shares were held by employees subject to repurchase at an aggregate price of $ 0.2 million and $ 0.3 million, respectively.

Performance Awards

In connection with the Merger, on December 19, 2021, Legacy Senti approved 8,400,892 performance awards to existing employees that vest contingent upon the satisfaction of both a four -year service condition and a performance condition tied to the consummation of the Merger.

In connection with the Merger, on December 19, 2021, Legacy Senti approved 8,400,892 performance award options to existing employees that vest contingent upon the satisfaction of both a four -year service condition and a performance condition tied to the consummation of the Merger.

The awards and the associated recognition of stock-based compensation were contingent on the Merger being consummated.

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Refer to Note 6, Stockholders’ Equity (Deficit), for further details of the shares of common stock authorized.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

Number of Options Weighted-Average Exercise Price Weighted-Average

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Outstanding at December 31, 2022

Granted 6,796,074 $ 9.92 — $ —

5,368,501 $ 9.92 9.0 $ —

Forfeited ( 69,100 ) $ 9.92

Outstanding at September 30, 2022

Outstanding at March 31, 2023

5,299,401 $ 9.92 8.5 $ —

Vested and exercisable at September 30, 2022

Vested and exercisable at March 31, 2023

334,586 $ 9.92 7.1 $ —

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

The were no performance based options granted or exercised during the three months ended March 31, 2023 and 2022.

As of March 31, 2023, the unrecognized stock-based compensation expense related to performance based options was approximately $ 10.4 million, expected to be recognized over a weighted-average period of 1.8 years.

Market Awards

In connection with the Business Combination Agreement with DYNS, on December 19, 2021, Legacy Senti approved 605,451 market awards to its co-founder and Chief Executive Officer, Dr.

In connection with the Business Combination Agreement with DYNS, on December 19, 2021, Legacy Senti approved 605,451 market award options to its co-founder and Chief Executive Officer, Dr.

Timothy Lu, that vest contingent upon the satisfaction of all three of the following conditions:

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The market condition is achieved in four tranches, where 25 % of the options will vest when the trading price of the Company’s stock is above various thresholds of price per share.

The award and the associated recognition of stock-based compensation are contingent on the Merger being consummated.

The award and the associated recognition of stock-based compensation were contingent on the Merger being consummated.

The estimated fair value of the market awards at the grant date was based on a Monte Carlo simulation valuation model.

As of the approval date, Legacy Senti did not have sufficient common stock available for issuance to allow for exercise of the stock options.

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Refer to Note 6, Stockholders’ Equity (Deficit), for further details of the shares of common stock authorized.

Employee Stock Purchase Plan

On June 8, 2022, upon the Merger, the Company adopted a 2022 Employee Stock Purchase Plan (the “ESPP”).

The Company recognizes stock-based compensation expenses related to purchase rights issued pursuant to its ESPP on a straight-line basis over the offering period, which is generally 24 months.

The fair value of purchase rights under the ESPP are estimated on the date of grant using the Black-Scholes option valuation model.

On January 1 of each year commencing January 1, 2023, the ESPP will automatically increase by 1 % of the outstanding number of shares of common stock of the Company on December 31 or such lesser number of shares as approved by the Company’s board of directors.

The grant date of the initial offering was September 16, 2022, and that offering period shall end on November 15, 2024.

The Company’s ESPP operates with rolling offering periods, so a new offering period will begin on November 16, 2022.

As of September 30, 2022, the Company recorded a liability of $ 38 thousand related to the accumulated payroll deductions, which are refundable to employees who withdraw from the ESPP.

This amount is included within accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.

The were no market based options granted or exercised during the three months ended March 31, 2023 and 2022.

As of March 31, 2023, the unrecognized stock-based compensation expense related to market based options was approximately $ 0.6 million, expected to be recognized over a weighted-average period of 1.1 years.

Restricted Stock Units

The following table summarizes the Company’s restricted stock units activity and related information under all equity plans:

Number of Restricted Stock Units Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2022

447,948 $ 2.50

Forfeited ( 59,626 ) $ 2.50

Outstanding at March 31, 2023

388,322 $ 2.50

As of March 31, 2023, the unrecognized stock-based compensation expense related to restricted stock units was approximately $ 0.7 million, expected to be recognized over a weighted-average period of 1.5 years.

Stock-Based Compensation Expense

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As of the closing of the Merger and going forward, the fair value of common stock will be based on the publicly traded market value.

Expected Term — The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

and the end of the contractual term).

The expected term for the ESPP purchase rights is the length of the purchase period.

Volatility — The expected volatility is based on the average historical volatility of comparable publicly-traded peer companies, over a period equal to the expected term of the stock option grants, as the Company was not publicly traded prior to the Merger and does not have a trading history for its common stock for a sufficient period of time subsequent to the Merger.

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The assumptions used to determine the grant date fair value of non-market based, stock options granted were as follows, presented on a weighted-average basis:

Nine Months Ended September 30,

Expected term (in years) 6.5 6.1

Expected volatility 79 % 83 %

Risk-free interest rate 3.0 % 0.7 %

Dividend yield — —

The assumptions used to determine the per-share fair value of shares to be granted under the ESPP were as follows:

Nine Months Ended September 30,

Fair value per share $ 0.84

Fair value per share of Common Stock $ 1.60

Three Months Ended March 31,

Expected term (in years) 6.0 —

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Total stock-based compensation expense was as follows (in thousands):

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

2022 2021 2022 2021

Three Months Ended March 31,

General and administrative $ 3,239 $ 458

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Total stock-based compensation expense $ 3,763 $ 661

As of September 30, 2022, the total unrecognized stock-based compensation related to service, performance, and market-based options was approximately $ 23.9 million, expected to be recognized over a weighted-average period of 2.18 years and the total unrecognized stock-based compensation related to the ESPP was approximately $ 1.1 million, expected to be recognized over a weighted-average period of 1.3 years.

As of December 31, 2021, the total unrecognized stock-based compensation was approximately $ 9.2 million, expected to be recognized over a weighted-average period of 3.1 years.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

No provision for income taxes was recorded for the three and nine months ended September 30, 2022 and 2021, respectively.

Deferred tax assets generated from the Company’s net operating losses have been fully reserved, as the Company believes it is not more likely than not that the benefit will be realized due to the Company’s net operating losses generated to date.

Effective January 1, 2022, under the Tax Cuts and Jobs Act, for tax purposes the Company is required to capitalize and subsequently amortize all R&D expenditures over five years for research activities conducted in the U.S.

and over fifteen years for research activities conducted outside of the U.S.

Given the significant loss and credit carryforwards in the U.S., the Company does not anticipate to have a change in valuation allowance assertion.

No provision for income taxes was recorded for the three months ended March 31, 2023 and 2022, respectively.

Net Loss Per Share

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows:

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

2022 2021 2022 2021

Three Months Ended March 31,

Net loss $ ( 18,722 ) $ ( 11,808 )

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$ ( 0.42 ) $ ( 3.72 )

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

The following potential common stock securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an as-converted basis):

Three and Nine Months Ended September 30,

Three Months Ended March 31,

Series A and B redeemable convertible preferred stock — 19,517,988

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Unvested early exercised options 92,840 329,850

Restricted stock units outstanding 388,322 —

Contingent earnout common stock 2,000,000 —

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Commitments and Contingencies

In the ordinary course of business, we enter into contractual agreements with third parties that include non-cancelable payment obligations, for which we are liable in future periods.

In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which the Company is liable in future periods.

On June 3, 2021, the Company entered into a lease agreement for a new cGMP facility in Alameda, California to support planned initial clinical trials for our product candidates.

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In 2021, the Company began construction of the cGMP facility.

As of September 30, 2022 the Company paid $ 29.3 million in construction costs of the $ 35.5 million purchase commitment.

As of March 31, 2023 the Company paid $ 37.5 million in construction costs of the $ 42.2 million purchase commitment.

The agreements with the construction company provide for termination following a certain period after notice.

Upon termination, the Company will be responsible for payment for work performed to date.

In 2021, the Company entered into a three-year collaboration and option agreement with BlueRock Therapeutics LP (“BlueRock”) under which the Company granted BlueRock an option to acquire an exclusive or

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

non-exclusive license to develop, manufacture and commercialize cell therapy products.

Refer to Note 12, Related Parties , for further details of the related parties.

In consideration for the option, the Company is responsible for up to $ 10.0 million in costs and expenses incurred over the three-year term.

As of September 30, 2022, purchase commitments related to sponsored research agreements amounted to approximately $ 1.3 million.

As of March 31, 2023, purchase commitments related to sponsored research agreements amounted to approximately $ 0.8 million.

The Company has entered into license agreements under which they are obligated to make annual maintenance payments of $ 0.1 million and specified milestone and royalty payments.

Future milestone and royalty payments under these agreements are not considered contractual obligations since the payments under these agreements are contingent upon future events, such as the Company’s achievement of specified development, regulatory, and sales milestones, or generating product sales.

As of September 30, 2022, the Company is unable to estimate the timing or likelihood of achieving these milestones or generating future product sales.

As of March 31, 2023, the Company is unable to estimate the timing or likelihood of achieving these milestones or generating future product sales.

Following the Closing, former holders of Legacy Senti common stock and preferred stock may receive up to 2,000,000 additional shares of the Company’s common stock in the aggregate, in two equal tranches of 1,000,000 shares of common stock per tranche.

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The Company is subject to claims and assessments from time to time in the ordinary course of business but does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

Indemnification

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Related Parties

Preferred Stockholders

The Company issued Series A convertible redeemable preferred stock and Series B redeemable convertible preferred stock in February 2018 and October 2020, respectively, to certain related parties, including New Enterprise Associates 15, L.P.

and its affiliates (“NEA”) and 8VC and its affiliates (“8VC”).

In February 2018, the outstanding convertible notes held by NEA and 8VC, as well as Dr.

Timothy Lu, our Chief Executive Officer, converted into additional shares of Series A redeemable convertible preferred stock while in October 2020, the outstanding convertible notes held by NEA and 8VC converted into additional shares of Series B redeemable convertible preferred stock, both in accordance with the terms of the note agreements.

On June 8, 2022, in conjunction with the Merger, each outstanding share of preferred stock of Legacy Senti was cancelled and converted into the aggregate number of shares of the Company’s common stock that would be issued upon conversion of the shares of Legacy Senti preferred stock based on the applicable conversion ratio immediately prior to the effective time, multiplied by the Exchange Ratio, rounded down to the nearest whole share.

As of September 30, 2022, no shares of preferred stock remain outstanding.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

NEA held 4,429,725 and zero shares of common stock as of September 30, 2022 and December 31, 2021, respectively.

NEA held zero and 2,642,934 shares of outstanding Series A redeemable convertible preferred stock as of September 30, 2022 and December 31, 2021, respectively, as well as zero and 536,791 shares of outstanding Series B redeemable convertible preferred stock, respectively.

NEA held one of the seven seats on the Company’s Board of Directors as of September 30, 2022 and December 31, 2021.

NEA held 4,429,725 and 4,429,725 shares, respectively, of common stock as of March 31, 2023 and December 31, 2022, respectively.

NEA held one of the seven seats on the Company’s Board of Directors as of March 31, 2023 and December 31, 2022.

Bayer Healthcare LLC

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On June 8, 2022, the May 2022 Note was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock at a price of $ 10.00 per share.

Refer to Note 7, Convertible Note , for further details of the convertible note.

On May 21, 2021, the Company entered into a collaboration and option agreement (“BlueRock Agreement”) with BlueRock Therapeutics LP (“BlueRock”), a wholly-owned subsidiary of Bayer, pursuant to which the Company granted to BlueRock an option (“BlueRock Option”), on a collaboration program-by-collaboration program basis, to obtain an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products that contain cells of specified types and which incorporate an option gene circuit from such collaboration program or a closely related derivative gene circuit.

On May 21, 2021, the Company entered into a collaboration and option agreement (“BlueRock Agreement”) with BlueRock, a wholly-owned subsidiary of Bayer, pursuant to which the Company granted to BlueRock an option (“BlueRock Option”), on a collaboration program-by-collaboration program basis, to obtain an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products that contain cells of specified types and which incorporate an option gene circuit from such collaboration program or a closely related derivative gene circuit.

The Company is responsible for up to $ 10 million in costs and expenses incurred in connection with the research plan and related activities to be conducted over a term of three years as specified in the collaboration and option agreement.

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Under the BlueRock Agreement, the specific financial terms for milestone payments and royalties will be negotiated and agreed to only after the option is exercised.

As of September 30, 2022, Bayer held 5,878,488 shares of the Company’s common stock.

As of December 31, 2021, Bayer held 5,360,988 shares of Series B redeemable convertible preferred stock and held one of the seven seats on the Board of Directors of Legacy Senti.

As of March 31, 2023 and December 31, 2022, Bayer held 5,878,488 and 5,878,488 shares, respectively, of the Company’s common stock.

As of March 31, 2023 and December 31, 2022, Bayer held one of the seven seats on the Board of Directors of the Company.

Bayer’s parent company is Bayer AG, which served as the lead investor in our Series B financing through its Leaps by Bayer unit.

Accordingly, Bayer is considered a related party.

In January 2023, the Company received lab automation equipment purchased from Seer, Inc.

(“Seer”) (NASDAQ:

Omid Farokhzad, a member of the Company’s board of directors is the Chief Executive Officer

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

The consideration of $ 200,000 , plus interest, will be paid over a two-year period, and title will transfer to the Company upon final payment.

The transaction was classified as a finance lease

Subsequent Events

On October 13, 2022, the Company sold 100,000 shares of common stock to Chardan pursuant to the Common Stock Purchase Agreement, aggregating to a net proceeds of $ 0.4 million.

Refer to Note 8, Stockholder’s Equity (Deficit), for further details of the Common Stock Purchase Agreement.

On April 26, 2023, Mr.

Epstein, informed the board of directors (the “Board”) of the Company of his intention to resign as a director, effective as of the close of business on June 16, 2023.

Epstein has resigned in order to minimize potential conflict or the appearance of conflict with his role as Chief Executive Officer of Seagen, Inc.

(an oncology company) rather than because of any disagreement relating to any of Senti’s operations, policies or practices.

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

What changed 10-Q

Item 1. Financial Statements