What changed in this filing

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Item 9A. Controls and Procedures

2024-03-21 compared with 2023-03-22 · 84 added, 45 removed, 178 unchanged (42% of the section changed)

5 unchanged sentences

As previously reported, in connection with our preparation and the audit of our consolidated financial statements as of and for the year ended December 31, 2022, we and our independent registered public accounting firm identified a material weakness, as defined under the Exchange Act and by the Public Company Accounting Oversight Board (United States), in our internal control over financial reporting.

The material weakness related to a lack of sufficient and adequate resources in the finance and accounting function that resulted in a lack of formalized risk assessment process, lack of segregation of duties, and ineffective process level control activities over the management review of journal entries, account reconciliations and non-routine transactions.

The material weakness related to a lack of sufficient and adequate resources in the finance and accounting function that resulted in 1.

lack of formalized risk assessment process, 2.

lack of segregation of duties, and 3.

ineffective process level control activities over (a) management review of journal entries, (b) account reconciliations and (c) non-routine, unusual or complex transactions.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.

Remediation Efforts to Address the Material Weaknesses

We have taken a number of remediation actions during the year ended December 31, 2022, and are continuing with our efforts.

Remediation actions taken during the year and that continue include:

• hiring personnel with appropriate levels of experience in accounting, technology, and internal controls;

Remediation Efforts to Address the Material Weakness

Based on the remediation efforts described below, material weakness 1, 2, 3(a) and (b) noted above, has been fully remediated as of December 31, 2023, and while substantial progress has been made related to material weakness 3(c), further actions and testing are necessary before we can conclude full remediation.

Remediation efforts to date include the following:

• engaging a professional accounting services firm to help us commence the documentation and assessment of our internal controls for complying with the Sarbanes-Oxley Act;

2 unchanged sentences

While significant progress has been made to enhance our internal control over financial reporting, we are still in the process of building and enhancing our processes, procedures, and controls.

Additional time is required to complete the remediation of these material weaknesses and the assessment to ensure the sustainability of these remediation actions.

We believe the above actions, when complete, will be effective in the remediation of the material weaknesses described above.

As such, we have not concluded that the material weaknesses have been fully remediated as of December 31, 2022, and therefore have concluded that our disclosure controls and procedures were not effective as of December 31, 2022.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Additional time is required to complete the remediation over ineffective process level control activities over non-routine, unusual and complex transactions to ensure the sustainability of these remediation actions.

As such, we have not concluded that the material weakness has been fully remediated as of December 31, 2023, and therefore have concluded that our disclosure controls and procedures were not effective as of December 31, 2023.

Inherent Limitations on Effectiveness of Controls

10 unchanged sentences

Management's Annual Report on Internal Control Over Financial Reporting

As disclosed elsewhere in this Annual Report on Form 10-K, we completed the Merger on June 8, 2022.

Prior to the Merger, Dynamics, our predecessor, was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization or similar business combination with one or more businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, because Dynamics’s operations prior to the Merger were insignificant compared to those of the consolidated entity post-Merger.

As a result, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting as of December 31, 2022.

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporate Finance’s Regulation S-K Compliance and Disclosure Interpretations.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S.

A control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.

Because of these inherent limitations, management does not expect that our internal controls over financial reporting will prevent all errors and all fraud.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with our policies and procedures may deteriorate.

Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was not effective due to the material weaknesses described above.

Changes in Internal Control Over Financial Reporting

Other Information

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information regarding executive officers and executive officers and directors required by this Item 10 will be included in our 2023 Proxy Statement and is incorporated herein by reference.

The information regarding executive officers and executive officers and directors required by this Item 10 will be included in the 2024 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference.

Executive Compensation

The information required by this Item 11 will be included in the 2023 Proxy Statement and is incorporated herein by reference.

The information required by this Item 11 will be included in the 2024 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 will be included in the 2023 Proxy Statement and is incorporated herein by reference.

The information required by this Item 12 will be included in the 2024 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 will be included in the 2023 Proxy Statement and is incorporated herein by reference.

The information required by this Item 13 will be included in the 2024 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this Item 14 will be included in the 2023 Proxy Statement and is incorporated herein by reference.

The information required by this Item 14 will be included in the 2024 Proxy Statement or in an amendment on Form 10-K/A and is incorporated herein by reference.

Our independent registered public accounting firm is KPMG LLP , San Francisco, CA, Auditor ID:

24 unchanged sentences

4.3 Description of Securities

10-K 001-40440 4.3 March 22, 2023

10.1 Note Subscription Agreement by and among Senti Biosciences, Inc., Dynamics Special Purpose Corp.

5 unchanged sentences

10.3+ Senti Biosciences, Inc.

2022 Eq u ity Incentive Plan and forms of award agreements thereunder.

2022 Equity Incentive Plan and forms of award agreements thereunder.

10-Q 001-40440 10.3 August 15, 2022

8 unchanged sentences

S-4 333-262707 10.7 February 14, 2022

Employee Offer Letter, by and between Deborah Knobelman and Senti Biosciences, Inc., dated May 13, 2021.

S-4 333-262707 10.9 February 14, 2022

Incorporated by Reference

1 unchanged sentence

Exhibit Filing Date

10.8+ Employment Agreement, by and between Curt Herberts III and Senti Biosciences, Inc., dated April 28, 2018.

S-4 333-262707 10.8 February 14, 2022

10.9+ Employee Offer Letter, by and between Deborah Knobelman and Senti Biosciences, Inc., dated May 13, 2021.

S-4 333-262707 10.9 February 14, 2022

10.9 Lease, by and between Britannia Biotech Gateway Limited Partnership and Senti Biosciences, Inc., dated July 17, 2018.

5 unchanged sentences

Research and Development and Laboratory Lease Agreement, by and between 1430 Harbor Bay Pkwy LLC and Senti Biosciences, Inc., dated June 3, 2021.

10-K 001-40440 10.13 March 22, 2023

Patent License Agreement by and between the U.S.

23 unchanged sentences

S-4 333-262707 10.24 February 14, 2022

Incorporated by Reference

Exhibit Number Description Schedule/Form File No.

Exhibit Filing Date

Senti Biosciences, Inc.

2022 Inducement Plan and forms of award agreements thereunder .

S-1 3333-267390 10.24 September 12, 2022

S-1 333-267390

10.24 September 12, 2022

10.24 ChEF Purchase Agreement, dated as of August 31, 2022, by and between Senti Biosciences, Inc.

and Chardan Capital Markets LLC.

8-K 001-404400 10.1 September 1, 2022

8-K 001-40440

10.1 September 1, 2022

10.25 Registration Rights Agreement dated as of August 31, 2022, by and between Senti Biosciences, Inc.

and Chardan Capital Markets LLC.

8-K 001-404400 10.2 September 1, 2022

8-K 001-40440

10.2 September 1, 2022

Incorporated by Reference

Exhibit Number Description Schedule/Form File No.

Exhibit Filing Date

Non-Employee Director Compensation Policy.

10-Q 001-404400 10.1 November 10, 2022

10-Q 001-40440

10.1 November 10, 2022

Consulting Agreement between Senti Biosciences, Inc.

and David Epstein.

10-Q 001-404400 10.2 November 10, 2022

10-Q 001-40440

10.2 November 10, 2022

Severance and Change in Control Agreement between the Company and Deborah Knobelman.

10-Q 001-404400 10.3 November 10, 2022

10-Q 001-40440

10.3 November 10, 2022

Severance and Change in Control Agreement between the Company and Philip Lee.

10-Q 001-404400 10.4 November 10, 2022

10-Q 001-40440

10.4 November 10, 2022

Severance and Change in Control Agreement between the Company and Tim Lu.

10-Q 001-404400 10.5 November 10, 2022

10-Q 001-40440

10.5 November 10, 2022

Amendment No.

1 unchanged sentence

and Senti Biosciences, Inc., dated December 8, 2022.

10-K 001-40440 10.32 March 22, 2023

Side Letter between BlueRock Therapeutics, LP and Senti Biosciences, Inc., dated February 3, 2023.

10-K 001-40440 10.33 March 22, 2023

10.33 Scientific Advisory Board Agreement between Senti Biosciences, Inc.

and James Collins.

10-K 001-40440 10.34 March 22, 2023

E mployee Offer Letter by and betw e en Ka nya Ra jangam and Senti Biosciences, Inc., dated May 10, 2022.

10-Q 001-40440 10.1 May 9, 2023

A mendment No.

2 to the Research and L i cense Agreement between Spark The rapeut ics, Inc.

and Senti Biosciences, Inc., dated May 12, 2023.

10-Q 001-40440 10.1 August 11, 2023

Framework Agreement by and among Senti Biosciences, Inc., Ge neFab, LLC and Valere Bio, Inc., dated August 7, 2023.

10-Q 001-40440 10.1 November 14, 2023

Se ller E conomic Share Agreement by and among Senti Biosciences, Inc., Gene Fab, Inc and Valere Bio, Inc., dated August 7, 2023.

10-Q 001-40440 1 10.2 November 14, 2023

Development and Manufacturing Services Agreement by and between Senti Biosciences, Inc.

and Ge neFab, LLC dated A ugust 7, 2023.

10-Q 001-40440 10.3 November 14, 2023

Sublease Agreement by and between Senti Bi osciences, Inc.

and GeneFab, LLC dated August 7, 2023.

10-Q 001-40440 10.4 November 14, 2023

Option Agreement by and between Senti Biosciences, Inc.

and GeneFab, LLC, dated August 7, 2023 .

POS-AM (on S-1) 333-265873

10.8 November 1, 2023

C ollaboration and Option Agreement by and between Senti Biosc iences, Inc., and Celest Therapeutics (Shanghai) Co.

Ltd., dated November 6, 2023.

16.1 Letter from Marcum LLC to the SEC

4 unchanged sentences

24.1* Power of Attorney (included on the signature page to the Annual Report on Form 10-K which forms part of this Annual Report on Form 10-K).

Incorporated by Reference

Exhibit Number Description Schedule/Form File No.

Exhibit Filing Date

31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Number Description Schedule/Form File No.

Exhibit Filing Date

97* Senti Biosciences, Inc.

Compensation Recovery Policy

101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

20 unchanged sentences

Timothy Lu, M.D., Ph.D.

Chief Executive Officer & President

Chief Executive Officer and President

March 21, 2024

4 unchanged sentences

Signature Title Date

/s/ Timothy Lu Chief Executive Officer, President and Director (Principal Executive Officer) March 22, 2023

/s/ Timothy Lu Chief Executive Officer, President and Director

March 21, 2024

Timothy Lu, M.D., Ph.D.

/s/ Deborah Knobelman Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) March 22, 2023

(Principal Executive Officer)

/s/ Deborah Knobelman Chief Financial Officer and Head of Corporate Development

March 21, 2024

Deborah Knobelman, Ph.D.

(Principal Financial Officer and Principal Accounting Officer)

/s/ Susan Berland Director March 21, 2024

8 unchanged sentences

Omid Farokhzad

/s/ David Epstein Director March 22, 2023

David Epstein

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-K

Item 9A. Controls and Procedures