Senti Biosciences Holdings, Inc. 10-Q

Item 5. Other Information Entry into a Sublease Agreement On May 7, 2024, we, as the sublandlord, 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 the 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. The initial monthly base rent GeneFab will pay is $5.10 per rentable square feet, or RSF, for the first year of the sublease term, increasing to $5.28 per RSF for the second year of the sublease term, and increasing to $5.46 per RSF for the third year of the sublease term. 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. The foregoing description of the Sublease does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the Sublease, which we expect to file as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2024. Election of Directors On May 7, 2024, Susan Berland, a member of the Board of Directors of the Company, or the Board, the Audit Committee of the Board and the Compensation Committee of the Board, notified the Board of her resignation as a director of the Company and all committees thereof, effective June 11, 2024. Ms. Berland’s resignation was not a result of any dispute or disagreement with the Board or management of the Company. Effective upon Ms. Berland’s 110 Table of Contents resignation as a director, the size of the Board will be reduced from six members to five members. The Company thanks Ms. Berland for her years of service as a director. Director and Executive Officer Trading Arrangements During the first quarter of 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K). 111 Table of Contents Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. Exhibit Number Description 31.1* Certification of Principal Executive Officer and Principal Accounting and Financial 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 32.1** Certification of Principal Executive Officer and Principal Accounting and Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101. ___________________ * Filed herewith. ** Furnished herewith. This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. 112 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 9 th day of May, 2024. Date: May 9, 2024 SENTI BIOSCIENCES, INC. By: /s/ Timothy Lu, M.D., Ph.D. Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer and President (Principal Executive Officer and Principal Accounting and Financial Officer) 113