Senti Biosciences Holdings, Inc. 10-Q

Item 1. FINANCIAL STATEMENTS (UNAUDITED) SENTI BIOSCIENCES, INC. Condensed Consolidated Balance Sheets (unaudited) (in thousands, except share and per share data) 1 March 31, December 31, 2024 2023 Assets Cash and cash equivalents $ 23,723 $ 35,926 Accounts receivable 76 112 GeneFab receivable - related party 17,847 17,592 GeneFab prepaid expenses - related party 11,300 14,787 Prepaid expenses and other current assets 2,720 2,783 Total current assets 55,666 71,200 Restricted cash 4,028 3,522 GeneFab receivable - related party, net of current portion 383 1,119 Property and equipment, net 24,354 25,338 Operating lease right-of-use assets 15,797 16,274 GeneFab Economic Share - related party 1,871 1,816 Other long-term assets 86 215 Total assets $ 102,185 $ 119,484 Liabilities and Stockholders’ Equity Accounts payable $ 1,624 $ 1,250 Finance lease liabilities - related party, current portion 100 97 Early exercise liability, current portion 111 135 GeneFab sublease deferred income - related party 862 989 Accrued expenses and other current liabilities 2,734 5,927 Operating lease liabilities 4,178 4,031 Current liabilities of discontinued operations — 243 Total current liabilities 9,609 12,672 Operating lease liabilities, net of current portion 32,445 33,538 Contingent earnout liability 20 20 GeneFab Option - related party 4,017 6,331 Early exercise liability, net of current portion — 10 Total liabilities 46,091 52,571 Commitments and contingencies (Note 12) Stockholders’ equity: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized at March 31, 2024 and December 31, 2023; zero shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively — — Common stock, $ 0.0001 par value; 500,000,000 shares authorized at March 31, 2024 and December 31, 2023; 45,712,821 and 45,700,161 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 5 5 Additional paid-in capital 312,544 311,252 Accumulated other comprehensive income — — Accumulated deficit ( 256,455 ) ( 244,344 ) Total stockholders’ equity 56,094 66,913 Total liabilities and stockholders’ equity $ 102,185 $ 119,484 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 SENTI BIOSCIENCES, INC. Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended March 31, 2024 2023 Revenue Contract revenue $ — $ 1,036 Grant income — 250 Total revenue — 1,286 Operating expenses Research and development (included related party cost of $ 3,632 and $ — , respectively) 8,779 7,059 General and administrative 7,522 9,191 Total operating expenses 16,301 16,250 Loss from operations ( 16,301 ) ( 14,964 ) Other income (expense) Interest income, net 331 1,061 Change in fair value of contingent earnout liability — 59 Change in fair value of GeneFab Note Receivable - related party 29 — Change in fair value of GeneFab Economic Share - related party 55 — Change in fair value of GeneFab Option - related party 2,314 — GeneFab sublease income - related party 1,461 — Other income (expense) — ( 8 ) Total other income, net 4,190 1,112 Net loss from continuing operations ( 12,111 ) ( 13,852 ) Net loss from discontinued operations — ( 4,870 ) Net loss ( 12,111 ) ( 18,722 ) Other comprehensive gain (loss) Unrealized gain on investments — 2 Comprehensive loss $ ( 12,111 ) $ ( 18,720 ) Net loss per share, basic and diluted Net loss per share from continuing operations, basic and diluted $ ( 0.26 ) $ ( 0.31 ) Net loss per share from discontinued operations, basic and diluted — ( 0.11 ) Net loss per share, basic and diluted $ ( 0.26 ) $ ( 0.42 ) Weighted-average shares outstanding, basic and diluted 45,708,601 44,070,974 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 SENTI BIOSCIENCES, INC. Condensed Consolidated Statements of Stockholders’ Equity (unaudited) (in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance as of December 31, 2022 44,062,534 $ 4 $ 300,544 $ 1 $ ( 173,286 ) $ 127,263 Vesting of early exercise of common stock options 12,660 — 34 — — 34 Stock-based compensation expense — 3,763 — — 3,763 Unrealized gain on investments — — — 2 — 2 Net loss — — — — ( 18,722 ) ( 18,722 ) Balance as of March 31, 2023 44,075,194 $ 4 $ 304,341 $ 3 $ ( 192,008 ) $ 112,340 Balance as of December 31, 2023 45,700,161 5 311,252 — ( 244,344 ) 66,913 Vesting of early exercise of common stock options 12,660 — 34 — — 34 Stock-based compensation expense — — 1,258 — — 1,258 Net loss — — — — ( 12,111 ) ( 12,111 ) Balance as of March 31, 2024 45,712,821 $ 5 $ 312,544 $ — $ ( 256,455 ) $ 56,094 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 SENTI BIOSCIENCES, INC. Condensed Consolidated Statements of Cash Flows (unaudited) (in thousands) Three Months Ended March 31, 2024 2023 Cash flows from operating activities Net loss $ ( 12,111 ) $ ( 18,722 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 984 467 Amortization of operating lease right-of-use assets 477 462 Accretion of discount on short-term investments — ( 572 ) Change in fair value of contingent earnout liability — ( 59 ) Change in fair value of GeneFab Note Receivable - related party ( 29 ) — Change in fair value of GeneFab Economic Share - related party ( 55 ) — Change in fair value of GeneFab Option - related party ( 2,314 ) — Stock-based compensation expense 1,258 3,763 Other non-cash charges 38 ( 30 ) Changes in assets and liabilities: Accounts receivable — ( 135 ) GeneFab receivable - related party 21 — GeneFab prepaid expenses - related party 3,487 — Prepaid expenses and other assets 192 ( 402 ) Accounts payable 389 280 Accrued expenses and other current liabilities ( 2,946 ) ( 1,846 ) GeneFab sublease deferred income - related party ( 127 ) — Deferred revenue — ( 392 ) Operating lease liabilities ( 946 ) 882 Net cash from operating activities ( 11,682 ) ( 16,304 ) Cash flows from investing activities Purchases of short-term investments — ( 17,990 ) Maturities of short-term investments — 15,000 Purchases of property and equipment ( 15 ) ( 6,507 ) Net cash from investing activities ( 15 ) ( 9,497 ) Cash flows from financing activities Principal finance lease payments — ( 35 ) Net cash from financing activities — ( 35 ) Net decrease in cash and cash equivalents ( 11,697 ) ( 25,836 ) Cash, cash equivalents, and restricted cash, beginning of period 39,448 60,987 Cash, cash equivalents, and restricted cash, end of period $ 27,751 $ 35,151 Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 23,723 $ 31,600 Restricted cash 4,028 3,551 Total $ 27,751 $ 35,151 5 Three Months Ended March 31, 2024 2023 Supplemental disclosures of noncash investing and financing and items Purchases of property and equipment in accounts payable and accrued expenses $ — $ 4,758 Refer to Note 3. GeneFab Transaction for details of non-cash items The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) 1. Organization and Description of Business Senti Biosciences, Inc. and its subsidiaries (the “Company” or “Senti”), is an early clinical stage biotechnology company developing next-generation cell and gene therapies engineered with its gene circuit platform technologies for patients living with incurable diseases. Senti’s mission is to create a new generation of smarter therapies that can outsmart complex diseases using novel and unprecedented approaches. Senti has built a synthetic biology platform that enables it to program next-generation cell and gene therapies with gene circuits. These gene circuits, which are created from novel and proprietary combinations of DNA sequences, reprogram cells with biological logic to sense inputs, compute decisions and respond to their cellular environments. The Company is headquartered in South San Francisco, California. On June 8, 2022 (the “Closing Date”), Dynamics Special Purpose Acquisition Corp. (“Dynamics” or “DYNS”) consummated a merger pursuant to which Explore Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Dynamics, merged with and into Senti Sub I, Inc., formerly named Senti Biosciences, Inc. (“Legacy Senti”), with Legacy Senti surviving as a wholly-owned subsidiary of Dynamics (such transactions, the “Merger,” and, collectively with the other transactions described in the merger agreement). As a result of the Merger, Dynamics was renamed Senti Biosciences, Inc. On August 7, 2023, the Company completed a transaction with GeneFab, LLC (“GeneFab”), a contract manufacturing and synthetic biology biofoundry focused on next-generation cell and gene therapies. As part of that transaction, the Company disposed of its non-oncology business and in-house manufacturing services and subleased its manufacturing facility to GeneFab. Refer to Note 3. GeneFab Transaction, for further details of the GeneFab transaction, and to Note 13. Related Parties, for related party discussion. 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 and clinical studies and has not realized substantial revenues from its planned principal operations. To date, the Company has raised aggregate gross proceeds of $ 300.1 million from the Merger and a private placement completed concurrently with the Merger (the “PIPE Financing”), the issuance of shares of its common stock, the issuance of shares of our redeemable convertible preferred stock, the issuance of convertible notes and, to a lesser extent, through collaboration agreements and government grants. At March 31, 2024 and December 31, 2023, the Company had an accumulated deficit of $ 256.5 million and $ 244.3 million , respectively. The Company’s net losses were $ 12.1 million and $ 18.7 million for the three months ended March 31, 2024 and 2023, respectively. Substantially all of the Company’s operating 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 March 31, 2024 and December 31, 2023, the Company had cash and cash equivalents of $ 23.7 million and $ 35.9 million, respectively. As of May 9, 2024, the issuance date of the condensed consolidated financial statements as of and for the three months ended March 31, 2024 , there is uncertainty about whether the Company’s combined cash and cash equivalents 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. 7 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) The transaction with GeneFab provided the Company with additional capital in the form of a note receivable and rights to future manufacturing and research activities and reduced longer-term operating expenses. Refer to Note 3. GeneFab Transaction , for further details of the GeneFab transaction. 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, which included the framework agreement with GeneFab, 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. NASDAQ Bid Price Compliance Notice On August 7, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “Listing Qualifications Department”) notifying the Company that, for the last 30 consecutive trading days, the closing bid price of the Company’s common stock had closed below the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Global Market. The Company was provided an initial compliance period of 180 calendar days, or until February 5, 2024, to regain compliance with the minimum bid price requirement. On January 23, 2024, the Company received written notice from the Listing Qualifications Department granting the Company its request to transfer the listing of its common stock from The Nasdaq Global Market tier to The Nasdaq Capital Market tier. The transfer of the listing of the Company’s common stock from The Nasdaq Global Market to The Nasdaq Capital Market took effect with the open of business on January 25, 2024. On February 6, 2024, the Listing Qualifications Department granted the Company’s request for a second 180-calendar day period, or until August 5, 2024, to regain compliance with the $1.00 bid price requirement. To regain compliance with such minimum price requirement, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. 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 wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one business activity and operates in one reportable segment within continuing operations. The Company determined that the assets sold to GeneFab met the criteria for presentation as a discontinued operation. As a result, the Company has retrospectively restated its condensed consolidated statements of operations for the three months ended March 31, 2023 to reflect the assets and liabilities and operating results, respectively, related to the disposed business in discontinued operations. The Company has chosen not to segregate the cash flows of the disposed business in the condensed consolidated statements of cash flows. Supplemental disclosures related to discontinued operations for the statements of cash flows have been provided in Note 3. GeneFab Transaction . Unless otherwise specified, the disclosures in these condensed consolidated financial statements refer to continuing operations only. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and 8 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) development expenses, the valuation of GeneFab Option, the valuation of GeneFab Economic Share, the valuation of the GeneFab Note Receivable, the discount rate used to discount future cash flows for the impairment of long-lived assets, and the determination of the incremental borrowing rate. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits. As of March 31, 2024 and 2023, the Company has not experienced any credit losses in such accounts or investments. As of March 31, 2024 , t he Company has prepaid future manufacturing and research services of $ 11.3 million under the development and manufacturing services agreement entered into with GeneFab, a related party. The Company also has a receivable from GeneFab under the framework agreement with a fair value of $ 17.3 million, subject to satisfaction of certain conditions. The prepaid expense and receivable balances from GeneFab potentially subject the Company to a significant concentration of credit risk if the Company is unable to realize these balances. Refer to Note 3. GeneFab Transaction , for further details of the GeneFab transaction. Unaudited Interim Condensed Consolidated Financial Statements 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 March 31, 2024 and its results of operations for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other period. The December 31, 2023 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. 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, 2023 and the related notes included in the Company’s Form 10-K, filed with the SEC on March 21, 2024, 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, 2024, 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, 2023. Recent Accounting Standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which improves income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. 9 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) 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. 3. GeneFab Transaction On August 7, 2023, the Company entered into a framework agreement with GeneFab and Valere Bio, Inc., a Delaware corporation and the parent company of GeneFab, which is wholly owned by Celadon Partners, LLC, pursuant to which the Company, subject to the terms and conditions therein, sold, assigned and transferred its rights, title and interest in certain of the assets and contractual rights, including all of the Company’s equipment at the Company’s facilities in Alameda and certain of the Company’s non-oncology license rights, intellectual property related to the schematics for and design of the Alameda facility, and subleased to GeneFab its premises under the lease for the Alameda facility. The transaction provided the Company with additional capital in the form of a note receivable and rights to future manufacturing and research activities performed by GeneFab at market rates and reduced longer term operating expenses. Concurrently with the transaction, the Company and GeneFab entered into a development and manufacturing services agreement (the “services agreement”), pursuant to which GeneFab will provide certain services to the Company using the subleased Alameda facility and acquired equipment. As part of this transaction, the Company entered into a transition services agreement with GeneFab whereby certain services are to be provided by each party to the other party during a transition period beginning on the closing of the transaction. Under the terms of the transaction, the Company is entitled to receive total consideration of $ 37.8 million before the end of 2025, of which $ 18.9 million was due at closing and was netted against prepayment due to GeneFab for future manufacturing and research activities. The remaining $ 18.9 million will be paid to the Company in installments in 2024 and 2025 (the “GeneFab Note Receivable”), subject to satisfaction of certain conditions. The Company elected to account for the GeneFab Note Receivable under the fair value option and recorded the GeneFab Note Receivable at its fair value of $ 16.6 million at the closing date of the transaction. The GeneFab Note Receivable will be remeasured each reporting period with changes from remeasurement included in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 4. Fair Value Measurements . The Company is entitled to $ 18.9 million in future manufacturing and research activities to be rendered by GeneFab under the services agreement, which are recorded in GeneFab prepaid expenses on the condensed consolidated balance sheet. The Company determined that the $ 18.9 million for future manufacturing and research activities, inclusive of the volume discount provided, was executed at market terms and does not result in any impact to the total consideration received from GeneFab for the disposal of the business. As part of the transaction, the Company subleased the facility in Alameda, California to GeneFab which will support the clinical manufacturing of the Company’s chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202. Refer to Note 6. Operating Leases for additional information on the sublease. The Company agreed to grant a license to GeneFab under certain of its intellectual property rights to conduct manufacturing services and to research, develop, manufacture and commercialize products outside of oncology, pursuant to a license agreement under negotiation (the “Non-Oncology License”). In connection with the transaction, Philip Lee, Ph.D., former Co-Founder and Chief Technology Officer of the Company, assumed the role of Chief Executive Officer of GeneFab. Additionally, GeneFab extended offers of employment to 45 of the Company's employees formerly employed in its research and development and manufacturing functions. All 45 employees accepted the offers of employment and are actively engaged in providing manufacturing and research activities to the Company. GeneFab was granted an option to purchase up to 19,633,444 shares (i.e. up to $ 20.0 million worth) of the Company’s common stock at a per share purchase price of $ 1.01867 (the “GeneFab Option”). The GeneFab Option becomes exercisable upon the execution of the license agreement, no later than August 7, 2026. The GeneFab Option may be exercised in installments of common stock equal to no more than 19.9 % of the Company’s outstanding shares of common stock as of the closing date of the transaction. The purchase of the remaining shares under the GeneFab Option requires approval by the Company’s stockholders. The Company determined that the GeneFab Option was a derivative as the terms of the instrument contain certain provisions that preclude equity 10 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) classification in accordance with ASC 815. As such, the GeneFab Option was recorded as a liability at its fair value of $ 9.6 million at the closing date of the transaction and subsequently remeasured with changes in fair value recorded in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 4. Fair Value Measurements . As additional consideration for the transaction, the Company and GeneFab entered into a seller economic share agreement (the “GeneFab Economic Share”), pursuant to which the Company will be entitled to receive ten percent of the realized gains of GeneFab’s parent company arising and resulting from any cash or in-kind distributions from GeneFab in connection with a dividend or sale event, subject to the terms and conditions of the GeneFab Economic Share. The Company elected to account for the GeneFab Economic Share under the fair value option and recorded the GeneFab Economic Share at its fair value of $ 1.8 million at the date of the transaction. The GeneFab Economic Share is remeasured each reporting period with changes from remeasurement included in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 4. Fair Value Measurements . The Company determined that GeneFab is a variable interest entity (“VIE”) since its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. The Company performed a qualitative analysis to determine if it is the primary beneficiary of GeneFab and determined it does not have the power to direct the significant activities of GeneFab. As a result, the Company determined it is not the primary beneficiary and therefore does not consolidate GeneFab. Refer to Note 13. Related Parties for GeneFab related party considerations. Gain on the Disposal of Business As the assets and contractual rights transferred to GeneFab were determined to constitute a business as defined in ASC 805, Business Combinations , the Company accounted for the disposal by applying the derecognition guidance in ASC 810, Consolidation , which requires that a gain or loss be recognized for the difference between the carrying value of the assets sold and the fair value of the consideration received (or receivable). As of August 7, 2023, the total fair value of the consideration was determined to be $ 37.3 million, including the GeneFab prepaid expenses of $ 18.9 million, the estimated fair value of the GeneFab Note Receivable of $ 16.6 million and the estimated fair value of the GeneFab Economic Share of $ 1.8 million. Out of the total consideration, $ 9.6 million was allocated to the GeneFab Option, representing its estimated fair value as of the closing date. In connection with the sale, the Company recognized a gain on disposal in the amount of $ 21.9 million in net income from discontinued operations during the year ended December 31, 2023, representing the excess of the fair value of the consideration (net of the portion allocated to the GeneFab Option) over the carrying value of the assets sold of $ 5.5 million. The gain on disposal was primarily related to the transfer of the non-oncology intellectual property to GeneFab which had no carrying value. Discontinued Operations In accordance with ASC 205, Presentation of Financial Statements (“ASC 205”), the Company determined that the sale of the non-oncology business, including the equipment and transfer of in-house manufacturing activities in the Alameda facility, to GeneFab represented a strategic shift that will have a major effect on the Company’s operations and financial results, thus meeting the criteria to be reported as discontinued operations. Discontinued operations include the cost and depreciation of equipment and related deposits or liabilities, manufacturing personnel-related costs including costs arising as a result of the disposal such as equity award modifications and severance, and the gain from the disposal of the business. Refer to Note 9, Stock-Based Compensation, for further details of the award modifications. 11 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) The following table summarizes the major classes of assets and liabilities of the discontinued operations (in thousands): March 31, December 31, 2024 2023 Accrued expenses and other current liabilities — 243 Total current liabilities of discontinued operations $ — $ 243 The following table summarizes the condensed operating results of the discontinued operations (in thousands): Three Months Ended March 31, 2024 2023 Operating expenses: Research and development $ — $ 4,259 General and administrative — 611 Total operating expenses — 4,870 Loss from discontinued operations — ( 4,870 ) Net income (loss) from discontinued operations $ — $ ( 4,870 ) The following table summarizes the condensed cash flow information of the discontinued operations (in thousands): Three months ended March 31, 2024 2023 Operating activities (noncash adjustments to net income): Depreciation $ — $ 34 Stock-based compensation — 176 Investing activities: Purchases of property and equipment — ( 3,247 ) Supplemental disclosures of noncash investing items: Purchases of property and equipment in accounts payable and accrued expenses — 697 4. Fair Value Measurements The following tables summarize the estimated value of cash equivalents and restricted cash (in thousands): March 31, 2024 Adjusted Cost Estimated Fair Value Cash and cash equivalents Restricted cash Cash $ 2,063 $ 2,063 $ 2,063 $ — Level 1: Money market funds 25,688 25,688 21,660 4,028 Subtotal 25,688 25,688 21,660 4,028 Total $ 27,751 $ 27,751 $ 23,723 $ 4,028 12 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) December 31, 2023 Adjusted Cost Estimated Fair Value Cash and cash equivalents Restricted cash Cash $ 4,205 $ 4,205 $ 4,205 $ — Level 1: Money market funds $ 35,243 $ 35,243 $ 31,721 $ 3,522 Subtotal 35,243 35,243 31,721 3,522 Total $ 39,448 $ 39,448 $ 35,926 $ 3,522 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. GeneFab Note Receivable The following table presents a summary of the changes in the fair value of the GeneFab Note Receivable (in thousands): Note Receivable Fair value as of December 31, 2023 $ 17,240 Change in fair value included in other income (expense) 29 Fair value as of March 31, 2024 $ 17,269 The fair value of the GeneFab Note Receivable is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The GeneFab Note Receivable is presented within GeneFab receivable on the condensed consolidated balance sheet. The fair value of the GeneFab Note Receivable was determined by discounting future payments under multiple probability-weighted scenarios using the Company’s cost of borrowing, which was estimated at 12.53 % as of December 31, 2023, to 12.87 % as of March 31, 2024 based on published CCC-rated corporate bond yields. GeneFab Option The following table presents a summary of the changes in the fair value of the GeneFab Option (in thousands): GeneFab Option Fair value as of December 31, 2023 $ ( 6,331 ) Change in fair value included in other income (expense) 2,314 Fair value as of March 31, 2024 $ ( 4,017 ) The fair value of the GeneFab Option is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the GeneFab Option, the Company used a Black-Scholes option pricing model. The significant assumptions utilized in the valuation are described below: March 31, December 31, 2024 2023 Current stock price $ 0.38 $ 0.66 Expected volatility 128.5 % 98.1 % Risk-free interest rate 4.62 % 4.12 % Expected term (years) 2.5 2.5 13 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) GeneFab Economic Share The following table presents a summary of the changes in the fair value of the GeneFab Economic Share (in thousands): GeneFab Economic Share Initial recognition as of December 31, 2023 $ 1,816 Change in fair value included in other income (expense) 55 Fair value as of March 31, 2024 $ 1,871 The fair value of the GeneFab Economic Share is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the GeneFab Economic Share, the Company used the option pricing method, which allocates total estimated enterprise value to various classes of equity using the Backsolve method. The significant assumptions utilized in the valuation are described below: March 31, December 31, 2024 2023 GeneFab equity value $ 35,448 $ 35,448 Volatility 67.6 % 65.8 % Risk free rate 4.43 % 3.93 % Expected term 4 4 5. Other Financial Statement information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2024 2023 Prepaid expenses (including prepaid rent) 2,628 2,546 Deposits 92 42 Other — 195 Total prepaid expenses and other current assets $ 2,720 $ 2,783 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2024 2023 Leasehold improvements $ 22,648 $ 22,648 Lab equipment 8,148 8,186 Furniture and fixtures 326 326 Computer equipment and software 338 360 Property and equipment at cost 31,460 31,520 Less: accumulated depreciation ( 7,106 ) ( 6,182 ) Property and equipment, net $ 24,354 $ 25,338 14 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) Depreciation totaled $ 1.0 million and $ 0.5 million for the three months ended March 31, 2024 and 2023, respectively. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued employee-related expenses $ 888 $ 3,555 Accrued professional and service fees other 1,843 2,363 Other accrued expenses 3 9 Total accrued expenses and other current liabilities $ 2,734 $ 5,927 6. Operating Leases Lessee Accounting 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”). The HQ 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 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. The Alameda lease provided for a tenant improvement allowance of up to $ 17.5 million for the costs relating to the design, permitting and construction of the improvements, disbursed by the landlord by December 31, 2023. The Company was deemed to be the accounting owner of the tenant improvements primarily because the Company is the principal in the construction and design of the assets, is responsible for costs overruns and retains substantially all economic benefits from the leasehold improvements over their economic lives . Accordingly, the tenant improvement allowance was considered an incentive and was deducted from the initial measurement of the ROU asset and lease liability. The Company estimated the timing of tenant improvement reimbursements at the lease commencement date and upon receipt of the cash incentives, the Company recognized the cash received as an increase in the lease liability. A summary of total lease costs and other information for the period relating to the Company’s operating leases is as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost $ 1,316 $ 1,309 Short-term lease cost 8 31 Variable lease cost 268 244 Total lease cost $ 1,592 $ 1,584 15 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) Three Months Ended March 31, 2024 2023 Other information: Operating cash flows net inflows and (outflows) from operating lease $ ( 1,784 ) $ 37 ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives) $ — $ ( 51 ) Weighted-average remaining lease term (years) 7.3 8.0 Weighted-average discount rate 9.2 % 9.1 % For the three months ended March 31, 2023, the Company received $ 1.0 million of $ 17.5 million tenant improvement allowance. The Company received the full $ 17.5 million tenant improvement allowance through December 31, 2023. As of March 31, 2024 and 2023, 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, 2024, were as follows (in thousands): 2024, for the remainder of the year $ 5,470 2025 7,478 2026 7,712 2027 5,769 2028 4,855 2029 5,000 Thereafter 14,529 Total undiscounted lease payments 50,813 Less imputed interest ( 14,190 ) Tenant improvement allowance remaining — Total lease liabilities $ 36,623 As of March 31, 2024 the Company held a letter of credit with JPMorgan Chase Bank in the amount of approximately $ 2.8 million related to the Alameda facility and a letter of credit with JPMorgan Chase Bank in the amount of approximately $ 0.5 million related to our HQ facility lease, which has been transferred from Silicon Valley Bank (SVB). As of March 31, 2024 the letter of credit held by SVB was yet to be released. Lessor Accounting In connection with the GeneFab transaction, on August 7, 2023, the Company entered into a sublease with GeneFab to sublease the facility included in the Alameda lease, expiring in September 2032. Total sublease income to be earned from this operating lease, in aggregate, will be approximately $ 44.1 million over the term of the sublease agreement. Sublease income was $ 1.2 million and variable sublease income was $ 0.3 million for the three months ended March 31, 2024. The Company records sublease income in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 13. Related Parties for GeneFab related party considerations. Maturities of the Company’s sublease payments from GeneFab as of March 31, 2024, were as follows (in thousands): 16 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) 2024, for the remainder of the year $ 3,280 2025 4,476 2026 4,610 2027 4,748 2028 4,891 2029 5,037 Thereafter 13,258 Total undiscounted sublease payments $ 40,300 7. Stockholders’ Equity Common Stock 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 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, 2024 and December 31, 2023. Through March 31, 2024, no cash dividends have been declared or paid. At March 31, 2024 and December 31, 2023, 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, 2024 2023 Common Stock Purchase Agreement 7,327,049 7,327,049 Common stock options issued and outstanding 11,848,295 11,582,938 Restricted Stock Units (RSUs) issued and outstanding 979,139 225,282 Common stock shares available for future issuance under equity plans 4,940,813 3,672,276 Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the "ESPP") 793,870 336,320 Contingent earnout common stock 2,000,000 2,000,000 GeneFab Option 19,633,444 19,633,444 Unvested early exercised common stock 42,200 54,860 Total 47,564,810 44,832,169 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, 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 March 31, 2024 and December 31, 2023. Common Stock Purchase Agreement On August 31, 2022, the Company entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively referred to as the “Purchase Agreement”) with Chardan Capital Markets LLC (“Chardan”). Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to sell to Chardan up to the lesser of (i) $ 50.0 million of newly issued shares of the Company’s common stock, and (ii) the Exchange Cap (as defined below) (subject to certain conditions and limitations), from time to time during the 36 - 17 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) month term of the Purchase Agreement. Under the applicable NASDAQ rules, the Company may not issue to Chardan under the Purchase Agreement more than 8,727,049 shares of common stock, which number of shares is equal to 19.99 % of the common shares outstanding immediately prior to the execution of the Purchase Agreement unless certain exceptions are met (the “Exchange Cap”). The purchase price of the shares of common stock will be determined by reference to the Volume Weighted Average Price (“VWAP”) of the common stock during the applicable purchase date, less a fixed 3 % discount to such VWAP. However, the total shares to be purchased on any day may not exceed 20 % of the trading volume, and the total purchase price on any day may not exceed $ 3.0 million. 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. Other than the issuance of the commitment shares of the Company’s common stock to Chardan, the Company issued 1,300,000 common stock shares up until March 31, 2024 aggregating to net proceeds of $ 1.2 million, under the Purchase Agreement. There were no shares issued within three months ended March 31, 2024. Contingent Earnout Equity Following the closing of the Merger, 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. The first and second tranches are issuable if the closing volume weighted average price (“VWAP”) per share of common stock quoted on the Nasdaq (or the exchange on which the shares of common stock are then listed) is greater or equal to $ 15.00 and $ 20.00 , respectively over any twenty trading days within any thirty-day trading 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 Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock. 8. Revenue The Company’s revenue consists of amounts received related to research services provided to customers. The Company earned no revenue in the three months ended March 31, 2024. Contract Revenue In April 2021, the Company entered into a research collaboration and license agreement with Spark Therapeutics, Inc. (“Spark”). Under the agreement, the Company will be responsible for a research program, which includes designing, building and testing five cell type specific-synthetic promoters for use in developing certain gene therapies using the Company’s proprietary technology. 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 expected to complete the research program over a two-year period. The Company assessed this agreement in accordance with ASC 606, Revenue Recognition (“ASC 606”) and concluded that the contract counterparty, Spark, is a customer. The Company identified only one combined performance obligation in the agreement, which is to perform research services, the related joint research plan and committees for the five specified promoters. The Company determined that the research activities for each of the five promoters are not distinct given there is one single research plan that is performed by the same research team and research results for one promoter may provide insights for other promoters. Pursuant to the agreement, once the research program is completed and the Company delivers a data package to Spark, Spark has 24 months (the “Evaluation Period”) to determine whether Spark will exercise its options to obtain field-limited, royalty-bearing licenses to develop, manufacture and commercialize promoters corresponding to each of the five specified promoters being researched. For each licensed promoter option that is exercised, the Company is eligible to receive a license fee, potential research, development and commercial milestone payments and royalties on product sales. Spark may generally terminate the agreement upon 90 days prior written notice or 180 days prior written notice if the licensed promoter is in clinical trials or is being commercialized at the time of termination. 18 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) 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 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. Given the subjectivity associated with determining the SSP for the right to a future license related to unproven technology at contract inception, the Company also evaluated whether the contract consideration associated with the research services represents the SSP for those services. 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. 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 Spark collaboration agreement, the Company recognized the transaction price as research and development services were 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. In December 2022, the Company amended the research collaboration and license agreement with Spark 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 transaction was accounted for as a contract modification and a cumulative catch-up of $( 0.7 ) million was recognized in December 2022. In May 2023, the Company amended the research collaboration and license agreement with Spark to allow for an increase in budget and additional 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 transaction was accounted for as a contract modification with no cumulative catch-up necessary. In July 2023, the Company completed the research program under the research collaboration and license agreement with Spark and the remaining upfront payment was recognized. In November 2023, the Company entered into a Collaboration and Option Agreement with Celest Therapeutics (Shanghai) Co. Ltd. (“Celest”). Subject to the terms and conditions of the Agreement, the Company and Celest will enter into a collaboration under which Celest will lead a pilot trial of a candidate product for the SENTI-301A program in mainland China, with certain technical support from the Company. In addition, the Company agreed to grant an exclusive option to enter a license agreement with Celest to research, develop, manufacture and commercialize SENTI-301A in mainland China, Hong Kong, Macau, and Taiwan. Outside of these jurisdictions, the Company would retain its rights in the SENTI-301A program. Pursuant to the Agreement, with the exercise of the option and entering into a license agreement, the Company may become eligible to receive certain option exercise fee and milestone payments, in an aggregate amount of $ 156.0 million, as well as certain tiered royalty payments. For the three months ended March 31, 2024 and 2023, the Company recorded revenue, which was previously included in deferred revenue at the beginning of each period, of zero and $ 0.4 million, respectively. Grant Income 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. The purpose of the grant is to support the further development of SENTI202 for acute myeloid leukemia towards clinical development. Grant income was recognized when qualified research and development costs were incurred and the Company obtained reasonable assurance that the terms and conditions of the grant were met. 19 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) In August 2023, the Company completed the research and development project which was the subject of the SBIR grant. Entity-wide information The Company earned no revenue in the three months ended March 31, 2024 and during the three months ended March 31, 2023, Customers A and B accounted for 81 % and 19 % of revenue, respectively. All revenues were generated in the United States. 9. Stock-Based Compensation 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. 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, 2024, the total number of shares of common stock available for issuance under the 2022 Plan is 3,480,763 . 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. 20 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) 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, 2024, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 1,460,050 . 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. On November 15, 2023, upon termination of the then-current offering period in accordance with the terms of the ESPP, the Company suspended the ESPP and no new offering periods may commence under the ESPP until such time as later authorized by the Company. 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 ESPP 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. As of March 31, 2024, the total number of shares of common stock available for issuance under the ESPP is 793,870 . Stock-Based Compensation Expense Total stock-based compensation expense was as follows (in thousands): Three Months Ended March 31, 2024 2023 General and administrative $ 1,338 $ 3,239 Research and development ( 80 ) 348 Total stock-based compensation expense $ 1,258 $ 3,587 Total stock-based compensation expense from discontinued operations was zero and $ 0.2 million for the three months ended March 31, 2024 and 2023 , respectively. 10. Income Tax The Company’s income tax provision for the three months ended March 31, 2024 and 2023 is zero , respectively. While the company is subject to federal and state income taxes in various jurisdictions, due to cumulative losses their current income tax liability is zero and deferred tax assets generated from the Company’s net operating losses have been subject to a full valuation allowance, as the Company believes it is not more likely than not that the benefit will be realized due to the Company’s losses generated to date. 11. 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: 21 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) Three Months Ended March 31, 2024 2023 Net loss from continuing operations $ ( 12,111 ) $ ( 13,852 ) Net income (loss) from discontinued operations $ — $ ( 4,870 ) Net loss $ ( 12,111 ) $ ( 18,722 ) Weighted-average shares used in computing net loss per share, basic and diluted 45,708,601 44,070,974 Net loss per share from continuing operations, basic and diluted $ ( 0.26 ) $ ( 0.31 ) Net income (loss) per share from discontinued operations, basic and diluted 0.00 ( 0.11 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.26 ) $ ( 0.42 ) 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 Months Ended March 31, 2024 2023 Stock options to purchase common stock 11,848,295 11,792,908 Unvested early exercised options 42,200 92,840 Restricted stock units outstanding 979,139 388,322 Contingent earnout common stock 2,000,000 2,000,000 GeneFab Option 19,633,444 0 Total 34,503,078 14,274,070 Refer to Note 3. GeneFab Transaction , for further details of the GeneFab transaction. 12. Commitments and Contingencies 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. The lease will expire in 2032 with future undiscounted operating lease payments of $ 46.0 million over an initial lease period of eleven years . Refer to Note 6. Operating Leases , for further details of the leases. 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 non-exclusive license to develop, manufacture and commercialize cell therapy products. Refer to Note 13. Related Parties , for details into the BlueRock agreement. 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. Legal Proceedings 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. 22 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its condensed consolidated financial statements. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance. 13. Related Parties Bayer Healthcare LLC 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. If the Company and BlueRock agree to add new research activities to the research plan, then BlueRock will be obligated to reimburse the Company for the costs and expenses incurred that, together with costs and expenses incurred under the initial research plan, exceed $ 10 million. The Company concluded that the Agreement is not within the scope of ASC 808, Collaborative Arrangements , because the Company did not receive any consideration and therefore, is not exposed to both significant risks and rewards for the arrangement. The Company also determined that the agreement is also not currently within the scope of ASC 606 because the BlueRock Agreement does not currently meet the criteria of a contract with a customer, and will not be within the scope of ASC 606 until any consideration is paid. Potential future milestone payments and royalties are subject to BlueRock’s exercise of the BlueRock Option and execution of a commercial license agreement by both parties. 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. Bayer held 5,878,488 shares, of the Company’s common stock as of March 31, 2024 and December 31, 2023. Accordingly, Bayer is considered a related party. Seer, Inc. In January 2023, the Company acquired lab automation equipment purchased from Seer, Inc. (“Seer”) (NASDAQ: SEER). Omid Farokhzad, a member of the Company’s board of directors is the Chief Executive Officer for Seer. The consideration of $ 0.2 million, 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 in accordance with ASC 842. GeneFab, LLC. As a result of the transaction with GeneFab (refer to Note 3. GeneFab Transaction ), whereby Philip Lee, Ph.D., the former Co-Founder and Chief Technology Officer of the Company, assumed the role of Chief Executive Officer of GeneFab, GeneFab is a related party. In connection with the disposal of the business, the Company received the GeneFab Note Receivable and the GeneFab Economic Share and provided GeneFab with the GeneFab Option. Refer to Note 4. Fair Value Measurements. The Company also subleased its manufacturing facility in Alameda to GeneFab and recorded sublease income of $ 1.5 million including variable costs charged for the three months ended March 31, 2024. 23 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (unaudited) In connection with the services agreement entered into with GeneFab, the Company is entitled to $ 18.9 million for future services under the agreement, of which $ 11.3 million remained in GeneFab prepaid expenses as of March 31, 2024. Additionally, amounts due from GeneFab related to costs incurred by Senti on its behalf were $ 0.9 million as of March 31, 2024 and were recorded in GeneFab receivable on the condensed consolidated balance sheet. The Company incurred $ 3.6 million of research and development expenses under the services agreement during the three months ended March 31, 2024. Based on the intricacies of the GeneFab Transaction noted above and in Note 3. GeneFab Transaction , we have determined that GeneFab is a related party. 14. Subsequent Events Entry into a Sublease Agreement On May 7, 2024, the Company entered into a sublease agreement, or the Sublease, with GeneFab, LLC, as the subtenant for approximately 7,177 rentable square feet, or RSF, of certain space located at our corporate headquarters, Two Corporate Drive, First Floor, South San Francisco, CA 94080. The term of Sublease will be effective on May 7, 2024, subject to the consent by the landlord, Britannia Biotech Gateway Limited Partnership and will expire April 30, 2027, subject to earlier termination in accordance with the terms of the Sublease. Under the Sublease, GeneFab was granted a right of first refusal to sublease additional space of approximately three thousand RSF of the premise as described in the Sublease under certain conditions. The Sublease contains customary events of default, representations, warranties and covenants. As part of a prior agreement with GeneFab, GeneFab was permitted to access certain portions of the subleased premises. 24 Table of Contents