Senti Biosciences Holdings, Inc. 10-Q

Item 1. FINANCIAL STATEMENTS (UNAUDITED) SENTI BIOSCIENCES, INC. Condensed Consolidated Balance Sheets (In thousands, except share and per share amounts) (Unaudited) March 31, December 31, 2025 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 33,802 $ 48,277 Accounts receivable 127 159 GeneFab receivable - related party 2,091 1,646 GeneFab prepaid expenses - related party 6,569 6,639 Prepaid expenses and other current assets 2,624 2,240 Total current assets 45,213 58,961 Restricted cash 3,549 3,538 Property and equipment, net 20,533 21,289 Operating lease right-of-use assets 13,407 13,948 Other non-current assets 76 105 TOTAL ASSETS $ 82,778 $ 97,841 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 1,559 $ 1,454 Accrued expenses and other current liabilities 3,843 6,385 Operating lease liabilities, current 4,811 4,647 GeneFab sublease deferred income - related party 513 660 Total current liabilities 10,726 13,146 Operating lease liabilities, non-current 27,634 28,891 Other non-current liabilities 6,559 5,049 TOTAL LIABILITIES 44,919 47,086 Commitments and contingencies ( Note 1 3 ) Series A redeemable convertible preferred stock, $ 0.0001 par value; zero and 21,200 shares authorized as of March 31, 2025 and December 31, 2024, respectively; zero and 21,157 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively; aggregate liquidation preference of zero and $ 147,647 as of March 31, 2025 and December 31, 2024, respectively — 25,106 STOCKHOLDERS’ EQUITY Common stock, $ 0.0001 par value; 500,000,000 shares authorized as of both March 31, 2025 and December 31, 2024; 26,004,366 and 4,829,035 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 3 1 Additional paid-in capital 349,102 322,782 Accumulated deficit ( 311,246 ) ( 297,134 ) TOTAL STOCKHOLDERS’ EQUITY 37,859 25,649 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 82,778 $ 97,841 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Table of Contents SENTI BIOSCIENCES, INC. Condensed Consolidated Statements of Operations and Comprehensive Loss (In thousands, except share and per share amounts) (Unaudited) Three Months Ended March 31, 2025 2024 Operating expenses: Research and development (including related party costs of $ 4,070 and $ 3,632 for the three months ended March 31, 2025 and March 31, 2024, respectively) 9,281 8,779 General and administrative 7,116 7,522 Total operating expenses 16,397 16,301 Loss from operations ( 16,397 ) ( 16,301 ) Other income: Interest income 394 331 GeneFab sublease income - related party 1,713 1,461 Other income 178 — Change in fair value of GeneFab Option - related party — 2,314 Change in fair value of GeneFab Economic Share - related party — 55 Change in fair value of GeneFab Note Receivable - related party — 29 Total other income 2,285 4,190 Net loss $ ( 14,112 ) $ ( 12,111 ) Comprehensive loss $ ( 14,112 ) $ ( 12,111 ) Basic and diluted net loss $ ( 14,112 ) $ ( 12,111 ) Basic and diluted net loss per share $ ( 1.41 ) $ ( 2.65 ) Basic and diluted weighted-average number of shares used in computing net loss per share 10,012,908 4,570,744 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents SENTI BIOSCIENCES, INC. Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (In thousands, except share data) (Unaudited) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2023 — $ — 4,569,900 $ 1 $ 311,256 $ ( 244,344 ) $ 66,913 Vesting of early exercise of common stock options — — 1,266 — 34 — 34 Stock-based compensation — — — — 1,258 — 1,258 Net loss — — — — — ( 12,111 ) ( 12,111 ) Balances at March 31, 2024 — $ — 4,571,166 $ 1 $ 312,548 $ ( 256,455 ) $ 56,094 Balances at December 31, 2024 21,157 $ 25,106 4,829,035 $ 1 $ 322,782 $ ( 297,134 ) $ 25,649 Conversion of Series A redeemable convertible preferred stock to common stock ( 21,157 ) ( 25,106 ) 21,157,000 2 25,104 — 25,106 Issuance of common stock for vesting of restricted stock units — — 17,909 — — — — Vesting of early exercise of common stock options — — 422 — 12 — 12 Stock-based compensation — — — — 1,204 — 1,204 Net loss — — — — — ( 14,112 ) ( 14,112 ) Balance at March 31, 2025 — $ — 26,004,366 $ 3 $ 349,102 $ ( 311,246 ) $ 37,859 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents SENTI BIOSCIENCES, INC. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended March 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 14,112 ) $ ( 12,111 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 1,204 1,258 Depreciation 926 984 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 ) Changes in operating assets and liabilities: Accounts receivable 32 38 GeneFab receivable - related party ( 445 ) 21 GeneFab prepaid expenses - related party 70 3,487 Prepaid expenses and other assets ( 265 ) 192 Operating lease right-of-use assets 542 477 Accounts payable 357 389 Accrued expenses and other current liabilities ( 1,119 ) ( 2,946 ) Operating lease liabilities ( 1,093 ) ( 946 ) GeneFab sublease deferred income - related party ( 147 ) ( 127 ) Net cash used in operating activities ( 14,050 ) ( 11,682 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment — ( 15 ) Net cash used in investing activities — ( 15 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from CIRM Grant 1,510 — Payment of issuance costs ( 1,924 ) — Net cash used in financing activities ( 414 ) — NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 14,464 ) ( 11,697 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period 51,815 39,448 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period $ 37,351 $ 27,751 SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: Purchases of property and equipment in accounts payable and accrued expenses $ 170 $ — Unpaid issuance costs $ 605 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Organization and Description of Business Senti Biosciences, Inc. and its subsidiaries (the “Company” or “Senti”), is a 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. Liquidity and Going Concern These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. 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 condensed 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. As of March 31, 2025, the Company raised aggregate gross proceeds of $ 355.9 million from the merger in 2022, the issuance of shares of common stock, the issuance of shares of redeemable convertible preferred stock, the issuance of convertible notes, and, to a lesser extent, through collaboration agreements and governmental grants and loans. As of March 31, 2025 and December 31, 2024, the Company had an accumulated deficit of $ 311.2 million and $ 297.1 million , respectively. The Company’s net losses were $ 14.1 million and $ 12.1 million for the three months ended March 31, 2025 and 2024, respectively. Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its preclinical activities and clinical trials for its product candidates in development. The Company concluded that substantial doubt continued to exist and that the Company’s cash and cash equivalents of $ 33.8 million as of March 31, 2025, were not sufficient for the Company to continue as a going concern for at least one year from the issuance date of these condensed consolidated financial statements. Additional funds will be necessary to maintain current operations and to continue research and development activities. The Company’s continued existence is dependent upon management’s ability to raise capital and ultimately develop profitable operations. While management is devoting substantially all of its efforts to developing the Company’s business and raising capital, there can be no assurance that the Company’s efforts will be successful. Moreover, no assurance can be given that management’s actions will result in raising additional financing or profitable operations. Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These interim financial statements have been prepared in accordance with U.S. GAAP for interim financial information and include all adjustments consisting of normal recurring adjustments that the management of Senti Biosciences believes are necessary for a fair presentation of the periods presented and are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards 5 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of GeneFab Option, the valuation of GeneFab Economic Share, redeemable convertible preferred stock, 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, 2025 and 2024, the Company has not experienced any credit losses in such accounts or investments. As of March 31, 2025, the Company had prepaid future manufacturing and research services of $ 6.6 million under an agreement with GeneFab, LLC (“GeneFab”) for certain development and manufacturing services agreement which are recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheet. As of March 31, 2025, the Company also had $ 2.1 million receivable from GeneFab related to both services provided under the transition services agreement and sublease rent payments which are recorded in GeneFab receivable - related party in the condensed consolidated balance sheets. 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 The accompanying interim condensed consolidated financial statements and the related footnotes 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, 2025 and its results of operations for the three months ended March 31, 2025 and 2024, and cash flows for the three months ended March 31, 2025 and 2024. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other period. The December 31, 2024 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, 2024 and the related notes included in the Company’s Form 10-K, filed with the SEC on March 20, 2025, 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, 2025, as compared to the significant 6 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) accounting policies described in the Company’s audited annual consolidated financial statements as of and for the year ended December 31, 2024. Recently Adopted Accounting Standards 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. The Company adopted the guidance on January 1, 2025, and the adoption did not result in additional disclosures in the notes to our condensed consolidated financial statements. Note 3. GeneFab Transaction On August 7, 2023, the Company entered into a framework agreement (“the “GeneFab 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 a lease for the Alameda facility. The Company and GeneFab also entered into a development and manufacturing services agreement (“DMSA”), 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 August 7, 2023. The DMSA was amended and restated on December 10, 2024 as described below. GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850. Refer to Note 12 . Related Parties for GeneFab related party considerations. GeneFab prepaid expenses - related party The Company was 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 - related party on the condensed consolidated balance sheets. As of March 31, 2025, the Company had utilized the full amount of this initial prepaid amount for manufacturing and research activities. On December 10, 2024, in connection with the private placement described in further detail in Note 6 . Stockholders’ Equity , the Company and GeneFab entered into an amended and restated DMSA, and agreed to make an additional advance payment of $ 10.0 million to GeneFab. The Company paid $ 6.0 million in December 2024 and the remaining $ 4.0 million in January 2025, and these prepayments were recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets. As of March 31, 2025, $ 6.5 million of this prepaid amount is remaining for future manufacturing and research activities. GeneFab Economic Share 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 in ASC 825, and the GeneFab Economic Share was recorded as an asset in GeneFab Economic Share - related party on condensed consolidated balance sheet at its fair value of $ 1.8 million on August 7, 2023. As of March 31, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Economic Share was zero . Changes in fair value of the GeneFab Economic Share 7 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) are reported as a component of other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 10 . Fair Value Measurements . GeneFab Note Receivable The total consideration in connection with the transaction was $ 37.8 million, of which $ 18.9 million was received by the Company on August 7, 2023 and such payment was netted against prepayment due to GeneFab for future manufacturing and research activities. The remaining $ 18.9 million was to 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 the GeneFab Note Receivable was recorded as an asset in GeneFab receivable - related party on the condensed consolidated balance sheet at its fair value of $ 16.6 million on August 7, 2023. The GeneFab Note Receivable was remeasured each reporting period with changes from remeasurement included in other income (expense) on the condensed consolidated statements of operations and comprehensive loss. On December 10, 2024, in connection with the private placement described in further detail in Note 6 . Stockholders’ Equity , the Company, GeneFab and Valere Bio, Inc. entered into an amendment to the GeneFab Framework Agreement, pursuant to which the GeneFab Note Receivable was waived by the parties. GeneFab Option GeneFab was granted an option to purchase up to 1,963,344 shares (i.e. up to $ 20.0 million worth) of the Company’s common stock at a per share purchase price of $ 10.18670 (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 August 7, 2023. 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 classification in accordance with ASC 815. As such, the GeneFab Option was recorded as a liability in GeneFab Option - related party on condensed consolidated balance sheet at its fair value of $ 9.6 million on August 7, 2023. As of March 31, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option was zero . The GeneFab Option was 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 10 . Fair Value Measurements . Consolidation and Related Party The Company determined that GeneFab is a variable interest entity 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. GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850. Refer to Note 1 2 . Related Parties for GeneFab related party considerations. Note 4. Other Financial Statement information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: 8 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) March 31, December 31, (in thousands) 2025 2024 Prepaid expenses 2,551 1,321 Deposits 73 335 Other — 584 Total prepaid expenses and other current assets $ 2,624 $ 2,240 Property and Equipment, Net Property and equipment, net consisted of the following: March 31, December 31, (in thousands) 2025 2024 Leasehold improvements $ 22,660 $ 22,660 Lab equipment 7,720 7,550 Furniture and fixtures 331 331 Computer equipment and software 299 299 Property and equipment at cost 31,010 30,840 Less: accumulated depreciation ( 10,477 ) ( 9,551 ) Property and equipment, net $ 20,533 $ 21,289 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: March 31, December 31, (in thousands) 2025 2024 Accruals related to: Professional and other service fees $ 1,517 $ 2,647 Clinical trials 1,013 763 Employee-related expenses 892 2,542 Other current liabilities 421 433 Total accrued expenses and other current liabilities $ 3,843 $ 6,385 Other Non-current Liabilities Other non-current liabilities consisted of the following: March 31, December 31, (in thousands) 2025 2024 Liabilities associated with CIRM Grant $ 6,410 $ 4,900 Other 149 149 Total other non-current liabilities $ 6,559 $ 5,049 CIRM Grant On August 3, 2024, the Company executed an agreement with California Institute for Regenerative Medicine (“CIRM”) for a total grant award of $ 8.0 million (“CIRM Grant”) in support of the research project related to the ongoing clinical development of SENTI-202. The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s SENTI-202 clinical trial. Under the terms of the 9 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) CIRM Grant, the Company is obligated to co-fund up to $ 4.8 million, pay certain royalties and licensing fees or convert the CIRM Grant to a loan. As presented in the table above, the Company received an aggregate of $ 6.4 million from the CIRM Grant as of March 31, 2025. Note 5. 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 right-of-use 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. Lease costs are summarized as follows: Three Months Ended March 31, (in thousands) 2025 2024 Operating lease cost $ 1,288 $ 1,316 Variable lease cost (1) 280 268 Short-term lease cost 6 8 Total lease cost $ 1,574 $ 1,592 (1) Variable lease costs comprise primarily of common area maintenance charges for the operating leases, which is dependent upon usage. Supplemental cash flow information related to the leases was as follows: Three Months Ended March 31, (in thousands) 2025 2024 Operating cash flows net outflows from operating lease $ ( 1,839 ) $ ( 1,784 ) Weighted-average remaining lease terms and discount rates were as follows: March 31, 2025 Weighted-average remaining lease term (years) 6.5 Weighted-average discount rate 9.2 % 10 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) As of March 31, 2025, maturities of lease liabilities were as follows: (in thousands) 2025, for the remainder of the year $ 5,639 2026 7,712 2027 5,769 2028 4,855 2029 5,000 2030 5,150 Thereafter 9,379 Total undiscounted lease payments 43,504 Less imputed interest ( 11,059 ) Total lease liabilities $ 32,445 Lessor Accounting GeneFab Subleases - Related Party ( Note 12 ) 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. The facility supports the clinical manufacturing of the Company’s chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202. Total undiscounted payments to be received by the Company over the term of the Alameda lease sublease is approximately $ 44.1 million. On June 12, 2024, the Company entered into a sublease with GeneFab for a portion of the Company’s HQ lease. Total undiscounted payments to be received by the Company over the term of the HQ lease sublease is approximately $ 1.3 million. As of March 31, 2025 and December 31, 2024, the Company had $ 1.5 million and $ 1.0 million receivable from GeneFab related to the sublease rent payments, respectively, which was recorded in GeneFab receivable - related party on the condensed consolidated balance sheets. BKPBIOTECH and JLSA2 Therapeutics Sublease On September 23, 2024, the Company entered into a sublease agreement with BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc., to sublease a portion of the Company’s HQ lease. The sublease commenced on October 7, 2024, and will expire on April 30, 2027. Total undiscounted payments to be received by the Company over the term of the HQ lease sublease is approximately $ 1.1 million. The sublease contains customary events of default, representations, warranties and covenants. As of March 31, 2025, maturities of the Company’s sublease payments were as follows: (in thousands) 2025, for the remainder of the year $ 4,047 2026 5,492 2027 5,060 2028 4,891 2029 5,037 2030 5,188 Thereafter 8,070 Total undiscounted sublease payments $ 37,785 11 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) A summary of total sublease income was as follows: Three Months Ended March 31, (in thousands) 2025 2024 Sublease income - base rent $ 1,417 $ 1,203 Sublease income - variable 474 258 Total sublease income (1) $ 1,891 $ 1,461 (1) On the condensed consolidated statement of operations, $ 1.7 million was recorded in GeneFab sublease income - related party and $ 0.2 million was recorded as other income for the three months ended March 31, 2025. Note 6. 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 redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company. Through March 31, 2025, no cash dividends have been declared or paid. On July 10, 2024, the Board approved a reverse stock split of the common stock at a ratio of 1-for-10, $ 0.0001 par value. Effective as of 5:00 p.m. Eastern Time on July 17, 2024, the Company filed the Reverse Stock Split Amendment and effected a 1-for-10 reverse stock split of its shares of common stock (the “Reverse Stock Split”). All common stock amounts and references have been retroactively adjusted for all figures presented to reflect this split unless specifically stated otherwise. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would have otherwise been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would have otherwise been entitled multiplied by the closing sales price per share of the common stock (as adjusted for the Reverse Stock Split) on the Nasdaq Capital Market on July 17, 2024, the last trading day immediately preceding the effective time of the Reverse Stock Split. Trading of the Company’s common stock on the Nasdaq Capital Market commenced on a split-adjusted basis as of market open on July 18, 2024, under the existing trading symbol “SNTI.” 2025 ATM Agreement On March 20, 2025, the Company entered into a Sales Agreement (the “2025 ATM Agreement”) with Leerink Partners LLC (“Leerink Partners”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, up to a maximum aggregate offering price of $ 17.5 million of its common stock through Leerink Partners as its sales agent. Under the 2025 ATM Agreement, the Company is not obligated to sell any shares, and either party may suspend or terminate the offering of common stock upon notice to the other party and subject to certain conditions. Leerink Partners will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. The Company pays Leerink Partners a commission of equal to 3.0 % of the gross proceeds of any common stock share sold, reimburse certain fees and disbursements and provide Leerink Partners with customary indemnification and contribution rights. For the three months ended March 31, 2025, no shares had been issued under the 2025 ATM Agreement. Common Stock Purchase Agreement On August 31, 2022, the Company and Chardan Capital Markets LLC (“Chardan”) entered into a Common Stock Purchase Agreement and a Registration Rights Agreement, which was amended and restated on July 16, 2024 12 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) to update the volume weighted average price purchase mechanics of the equity facility to permit Intraday Volume Weighted Average Price (“VWAP”) Purchases (collectively referred to as the “A&R Purchase Agreement”). Pursuant to the A&R Purchase Agreement, the Company had 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 -month term of the A&R Purchase Agreement. 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 A&R Purchase Agreement, the Company issued 10,000 shares of its common stock to Chardan and paid a $ 0.4 million document preparation fee, upon execution of the A&R Purchase Agreement. On March 17, 2025, the Company terminated the A&R Purchase Agreement. Prior to termination, the Company issued 384,313 shares of common stock to Chardan under the A&R Purchase Agreement, with aggregate net proceeds of $ 3.0 million. For the three months ended March 31, 2025 and 2024, no shares had been issued under the A&R Purchase Agreement . Contingent Earnout Certain individuals may receive up to 200,000 additional shares of the Company’s common stock in the aggregate, in two equal tranches of 100,000 shares of common stock per tranche. The first and second tranches are issuable if the closing VWAP per share of common stock quoted on the Nasdaq is greater or equal to $ 15.00 and $ 20.00 , respectively over any twenty trading days within any thirty-day trading period. The first tranche term was a two-year period from June 8, 2022 to June 8, 2024 (the “First Tranche Term”). The $ 15.00 share price milestone for the first tranche was not satisfied during the First Tranche Term and any such rights to receive the first tranche of additional shares of the Company’s common stock have been cancelled and extinguished. The second tranche term is a three-year period from June 8, 2022 to June 8, 2025 (the “Second Tranche Term”) and together with the First Tranche Term, the “Tranche Terms”). If there is a change of control within the applicable Tranche Term that results in a per share price equal to or in excess of the $ 15.00 and $ 20.00 share price milestones not previously met, then the Company shall issue the earnout shares to such individuals. The Company accounts for the Contingent Earnout under the fair value option and classified as a liability on the Company’s condensed consolidated financial statements. The Contingent Earnout was 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 10 . Fair Value Measurements . Private Placement The Company’s Board of Directors has 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. On December 2, 2024, the Company entered into a securities purchase agreement with certain investors in which the Company agreed to sell, in a private placement (the “Offering”), (i) up to 21,157 shares of Series A redeemable convertible preferred stock, par value $ 0.0001 per share, for an aggregate offering price of $ 47.6 million and (ii) accompanying warrants to purchase up to 31,735,500 shares of common stock, par value $ 0.0001 per share. Each share of Series A redeemable convertible preferred stock will be issued at $ 2,250.00 per share and, subject to Stockholder Approval (defined below), is convertible into 1,000 shares of common stock. Each Warrant has an exercise price per share of $ 2.30 . The Warrants are exercisable at any time on or after the Stockholder Approval and on or prior to the five year anniversary of the original issuance date. A holder of a Warrant may not exercise the Warrant if the holder, together with its affiliates, would beneficially own more than 4.99 % (or, at the election of the holder, 9.99 %) of the number of shares of the common stock outstanding immediately after giving effect to such exercise. A holder of a Warrant may increase or decrease this percentage not in excess of 45 % by providing at least 61 days’ prior notice to the Company. 13 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) On December 9, 2024, the Company closed the initial tranche of the Offering, in which the Company issued 16,713 shares of Series A redeemable convertible preferred stock and Warrants to purchase 25,069,500 shares of common stock for $ 35.2 million, net of issuance costs of $ 2.4 million. Additionally, an investor had the option to purchase up to an additional 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock at a subsequent closing. On December 31, 2024, the Company closed the second tranche of the Offering, in which the Company issued 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock for $ 9.9 million, net of issuance costs of $ 0.1 million. On March 6, 2025, at our special meeting of stockholders, our stockholders approved the issuance of common stock in accordance with Nasdaq Listing Rule 5635 upon (i) conversion of Series A redeemable convertible preferred stock and (ii) the exercise of warrants to purchase shares of common stock. Subsequently, on March 10, 2025, we converted the outstanding shares of Series A redeemable convertible preferred stock into 21,157,000 shares of common stock, at the conversion price of $ 2.25 per share, subject to the terms and limitations contained in the Certificate of Designation. The Company had no convertible preferred stock authorized or outstanding as of March 31, 2025. As of December 31, 2024, the convertible preferred stock was summarized as follows: December 31, 2024 (In thousands, except share amounts) Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A 21,200 21,157 $ 25,106 $ 147,647 Total 21,200 21,157 $ 25,106 $ 147,647 The Company had reserved shares of its common stock for future issuance as follows: March 31, December 31, 2025 2024 Common stock options issued and outstanding 4,655,262 1,333,030 Restricted stock units outstanding 1,097,489 56,423 Performance stock units outstanding 94,952 106,806 Common stock shares available for future issuance under equity plans 943,026 270,907 Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”) 127,681 79,387 Contingent earnout common stock 100,000 100,000 Common Stock Purchase Agreement 484,944 484,944 GeneFab Option 1,963,344 1,963,344 Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock 31,735,500 31,735,500 Unvested early exercised common stock — 422 Series A redeemable convertible preferred stock — 21,157,000 Total 41,202,198 57,287,763 Note 7. Stock-based Compensation 2022 Equity Incentive Plan ( the “2022 EIP”) On January 1, 2025, the number of shares of common stock reserved for issuance under the 2022 EIP increased by 241,472 shares. On March 6, 2025, the number of shares of common stock available for issuance under the 2022 14 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) Plan increased by an additional 4,300,000 shares from the stockholder approval. As of March 31, 2025, the total number of shares of common stock available for issuance under the 2022 Plan is 521,628 . 2022 Inducement Plan (the “2022 IN”) On March 7, 2025, the Company’s Board of Directors approved the total number of shares of common stock available for issuance under the 2022 IN increased to 2,500,000 shares. As of March 31, 2025, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 2,221,398 . 2022 Employee Stock Purchase Plan (the “2022 ESPP”) On January 1, 2025, the number of shares of common stock reserved for issuance under the 2022 ESPP increased by 48,294 shares. As of March 31, 2025, the total number of shares of common stock available for issuance under the ESPP is 127,681 . Stock-based Compensation Total stock-based compensation was as follows: Three Months Ended March 31, (in thousands) 2025 2024 General and administrative $ 1,019 $ 1,338 Research and development 185 ( 80 ) Total stock-based compensation $ 1,204 $ 1,258 Note 8. 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 net loss per share is as follows: Three Months Ended March 31, (in thousands, except share and per share amounts) 2025 2024 Basic and diluted net loss per share: Numerator: Net loss, basic and diluted $ ( 14,112 ) $ ( 12,111 ) Denominator: Weighted-average shares outstanding, basic and diluted 10,012,908 4,570,744 Net loss per share attributable to common stockholders, basic and diluted $ ( 1.41 ) $ ( 2.65 ) As the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods presented. The following potential common stock securities were excluded from the 15 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) 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, 2025 2024 Common stock options issued and outstanding 4,655,262 1,184,525 Restricted stock units outstanding 1,097,489 97,904 Performance stock units outstanding 94,952 — Contingent earnout common stock 100,000 200,000 GeneFab Option 1,963,344 1,963,344 Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock 31,735,500 — Unvested early exercised options — 4,220 Total 39,646,547 3,449,993 Note 9. Cash, Cash Equivalents and Restricted Cash The following table is a reconciliation of the cash, cash equivalents and restricted cash: March 31, December 31, (in thousands) 2025 2024 Cash and cash equivalents $ 33,802 $ 48,277 Restricted cash (1) 3,549 3,538 Total $ 37,351 $ 51,815 (1) As of March 31, 2025 and December 31, 2024, restricted cash balance primarily consisted of a letter of credit for the Alameda facility lease of $ 2.9 million, and a letter of credit for the HQ lease of $ 0.5 million. The following table is a summary of our cash equivalents and restricted cash: March 31, 2025 (in thousands) Amortized Cost Fair Value Money market funds 36,736 36,736 Total available-for-sale securities 36,736 36,736 Classified as: Cash equivalents $ 33,187 Restricted cash 3,549 Total available-for-sale securities $ 36,736 December 31, 2024 (in thousands) Amortized Cost Fair Value Money market funds $ 39,407 $ 39,407 Total available-for-sale securities $ 39,407 $ 39,407 Classified as: Cash equivalents $ 35,869 Restricted cash 3,538 Total available-for-sale securities $ 39,407 16 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) As of March 31, 2025 and December 31, 2024, all of the Company’s cash equivalents and restricted cash were available-for-sale and no allowance for credit loss was recorded. Note 10. Fair Value Measurements The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy. There were no transfers between Levels 1, 2, or 3 for any of the periods presented. March 31, 2025 (in thousands) Fair Value Level 1 Assets Money market funds $ 36,736 $ 36,736 Total assets measured at fair value $ 36,736 $ 36,736 December 31, 2024 (in thousands) Fair Value Level 1 Assets Money market funds $ 39,407 $ 39,407 Total assets measured at fair value $ 39,407 $ 39,407 Assets Classified as Level 3 GeneFab Economic Share The fair value of the GeneFab Economic Share is based on significant unobservable inputs. 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. As of March 31, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Economic Share was zero due to the low probability of the events triggering the payment underlying the GeneFab Economic Share. For the three months ended March 31, 2025, there was no change in fair value for the GeneFab Economic Share. Liabilities Classified as Level 3 GeneFab Option The fair value of the GeneFab Option is based on significant unobservable inputs. In determining the fair value of the GeneFab Option, the Company used a Black-Scholes option pricing model. As of March 31, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option was zero due to the probability that a suitable license agreement, which is a condition of GeneFab obtaining the Option, would not be signed. For the three months ended March 31, 2025, there was no change in fair value for the GeneFab Option. Contingent Earnout Liability The fair value of the Contingent Earnout Liability is based on significant unobservable inputs. In determining the fair value of the Contingent Earnout Liability, the Company uses a Monte Carlo simulation value model using a distribution of potential outcomes. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and expected dividend yield. As of March 31, 2025 and December 31, 2024, the Company determined that the fair value of the Contingent Earnout Liability was zero due to the low probability of the remaining tranche terms being met. For the three months ended March 31, 2025, there was no change in fair value for the Contingent Earnout Liability. 17 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) Note 11. Income Tax The Company’s income tax provision was zero for each of the three months ended March 31, 2025 and 2024. 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. Note 12. Related Parties NEA New Enterprise Associates, Inc. (“NEA”) held 14.5 % and 9.2 % shares of common stock as of March 31, 2025 and December 31, 2024, respectively. NEA held one of the seven seats on the Company’s Board of Directors as of March 31, 2025 and December 31, 2024. As part of the private placement in December 2024, NEA is also entitled to designate one additional director to the Company’s Board of Directors. Celadon Partners, LLC Celadon Partners LLC (“Celadon”) held 37.6 % and no shares of the Company’s common stock as of March 31, 2025 and December 31, 2024, respectively, and is considered a related party to the Company. Celadon is the parent company of Valere Bio, of which GeneFab is a wholly-owned subsidiary. As part of the private placement in December 2024 ( Note 6 ), Donald Tang, a founder and manager of Celadon, was appointed to the Company’s Board of Directors. Celadon was also assigned the GeneFab Option in 2024. Additionally, Celadon is entitled to designate two additional directors to the Company’s Board of Directors, and Feng Hsiung was appointed to the Board of Directors as one of these two additional directors in March 2025. As of March 31, 2025, Celadon held two of the seven seats on the Company’s Board of Directors. Bayer Healthcare LLC Bayer, Healthcare, LLC (“Bayer”) held 19.9 % and 12.2 % shares of the Company’s common stock as of March 31, 2025 and December 31, 2024, respectively, and is considered a related party to the Company. Bayer is the parent company of BlueRock Therapeutics LP (“BlueRock”). The Company and BlueRock entered a collaboration and option agreement (“BlueRock Agreement”) in May 2021, pursuant to which the Company and BlueRock, on a program-by-collaboration program basis, collaborates in many aspects for certain therapy products. The Company was 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 three-year research term. The Company completed the initial research plan and related activities in May 2024. 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. As of March 31, 2025, Bayer has not exercised its option for a license. GeneFab As a result of the transaction with GeneFab ( Note 3 ), GeneFab supports the Company’s clinical manufacturing of our CAR-NK programs, including SENTI-202. GeneFab’s Chief Executive Officer, Philip Lee, Ph.D., was the former Co-Founder and Chief Technology Officer of the Company. The Company determined GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850. The Company recorded the GeneFab Economic Share as an asset, and the GeneFab Option as a liability on the condensed consolidated balance sheets. The Company was entitled for future services from GeneFab and certain 18 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) advance payment to GeneFab, and such payment was recorded in are recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets. Refer to No te 3 . GeneFab Transaction . The Company and GeneFab entered into a sublease agreements that GeneFab subleased the facility included in the Alameda lease and a portion of the Company’s HQ lease. Refer to Note 5 . Operating leases . The Company incurred certain costs on behalf of GeneFab under a transition services agreement, and such costs were due from GeneFab. As of March 31, 2025 and December 31, 2024, the Company recorded $ 0.6 million and $ 0.7 million, respectively, in GeneFab receivable - related party on the condensed consolidated balance sheet. The Company incurred $ 4.1 million and $ 3.6 million of research and development expenses under the services agreement for the three months ended March 31, 2025 and 2024, respectively. Refer to Note 3 . GeneFab Transaction . Note 13. 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. Certain individuals may receive up to 100,000 additional shares of the Company’s common stock in one remaining tranche on or prior to June 8, 2025. Refer to Note 6 . Stockholders’ Equity , for further details of the contingent earnout liability. 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. 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 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. Note 14. Segment Reporting The Company views operations and manages the business as one operating and reportable segment, which is the research and development of the Company’s gene circuit platform. The Company’s Chief Operating Decision Maker (the “CODM”), its Chief Executive Officer, manages and allocates resources on a consolidated basis. As of March 31, 2025 and December 31, 2024, the Company’s cash and cash equivalents were $ 33.8 million and $ 48.3 million, respectively. 19 Table of Contents SENTI BIOSCIENCES, INC. Notes to Condensed Consolidated Financial Statements— (Continued) (Unaudited) A summary of the segment loss, including significant expenses, was as noted in the table below. Three Months Ended March 31, (in thousands) 2025 2024 Operating expenses: Research and development: External services and supplies $ 6,197 $ 4,776 Personnel-related expenses, including stock-based compensation 1,744 2,500 Facilities and other 1,116 1,243 General and administrative: External services and supplies 2,194 1,663 Personnel-related expenses, including stock-based compensation 2,585 3,498 Facilities and other 1,636 1,637 Depreciation and amortization 925 984 Total operating expenses 16,397 16,301 Loss from operations ( 16,397 ) ( 16,301 ) Interest income 394 331 Sublease income 1,891 1,461 Other income, net — 2,398 Net loss $ ( 14,112 ) $ ( 12,111 ) 20 Table of Contents