What changed in this filing

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Item 5. Other Information

2024-08-13 compared with 2024-05-09 · 27 added, 21 removed, 20 unchanged (71% of the section changed)

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.

Berland’s resignation was not a result of any dispute or disagreement with the Board or management of the Company.

Effective upon Ms.

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).

During the second 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).

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.

3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Senti Biosciences, Inc.

(Officer Exculpation Amendment) filed with Delaware Secretary of State on July 10, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-40440) filed on July 12, 2024).

3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Senti Biosciences, Inc.

(Reverse Stock Split Amendment) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-40440) filed on July 17, 2024) .

4.1 Form of Common Stock Certificate for Senti Biosciences, Inc.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-40440) filed on July 17, 2024).

Sublease Agreement by and between the Company and GeneFab , LLC, dated as of May 7, 2024.

Amended and Restated ChEF Purchase Agreement, by and between Chardan Capital Markets LLC and Senti Biosciences, Inc., dated July 16, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-40440) filed on July 16, 2024).

C onsulting Agreement by and between the Compan y and Deborah Knobelman , effect ive as of May 4, 2024.

Consulting Agreement by and between the Company and Yvonne Li, effecti ve as of May 1 , 2024.

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.

Certification of 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 Pursuant to 18 U.S.C.

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

Certification of 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.

10 unchanged sentences

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.

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.

Portions of schedules and exhibits to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

August 13, 2024

SENTI BIOSCIENCES, INC.

1 unchanged sentence

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

Chief Executive Officer and President

(Principal Executive Officer and Principal Accounting and Financial Officer)

Chief Executive Officer

/s/ Yvonne Li

Interim Chief Financial Officer

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 5. Other Information