What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-06 · 198 added, 184 removed, 425 unchanged (47% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

March 31, December 31,

June 30, December 31,

CURRENT ASSETS

22 unchanged sentences

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

zero and 21,200 shares authorized as of June 30, 2025 and December 31, 2024, respectively;

zero and 21,157 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively;

aggregate liquidation preference of zero and $ 147,647 as of June 30, 2025 and December 31, 2024, respectively

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

500,000,000 shares authorized as of both June 30, 2025 and December 31, 2024;

26,160,206 and 4,829,035 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 350,628 322,782

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(In thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 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)

Research and development (including related party costs of $ 3,586 and $ 3,637 for the three months ended June 30, 2025 and 2024, respectively, and $ 7,656 and $ 7,269 for the six months ended June 30, 2025 and 2024, respectively)

$ 10,029 $ 9,151 $ 19,310 $ 17,929

General and administrative 6,769 4,205 13,885 11,728

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Balance 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

1 unchanged sentence

Net loss — — — — — ( 14,112 ) ( 14,112 )

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 — — — —

Balance at March 31, 2025 — — 26,004,366 3 349,102 ( 311,246 ) 37,859

Issuance of common stock related to ATM, net of commissions and issuance costs — — 155,840 — — — —

Stock-based compensation — — — — 1,526 — 1,526

Net loss — — — — — ( 14,733 ) ( 14,733 )

Balance at June 30, 2025 — $ — 26,160,206 $ 3 $ 350,628 $ ( 325,979 ) $ 24,652

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENTI BIOSCIENCES, INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity — (Continued)

(In thousands, except share data)

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

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Balance at March 31, 2024 — — 4,571,166 1 312,548 ( 256,455 ) 56,094

Vesting of early exercise of common stock options — — 1,266 — 33 — 33

Stock-based compensation — — — — ( 776 ) — ( 776 )

Net loss — — — — — ( 11,203 ) ( 11,203 )

Balance at June 30, 2024 — $ — 4,572,432 $ 1 $ 311,805 $ ( 267,658 ) $ 44,148

The accompanying notes are an integral part of these condensed consolidated financial statements.

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(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

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Change in fair value of GeneFab Option - related party — ( 3,945 )

Loss on sale of property and equipment - related party — 70

Other non-cash charges 39 —

Changes in operating assets and liabilities:

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Purchases of property and equipment ( 196 ) ( 15 )

Proceeds from sale of property and equipment 12 —

Net cash used in investing activities ( 184 ) ( 15 )

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Proceeds from CIRM Grant 2,520 —

Proceeds from issuance of common stock related to ATM, net of commissions 534 —

Payment of issuance costs ( 2,457 ) —

Net cash used in financing activities ( 414 ) —

Net cash provided by financing activities 597 —

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 26,710 ) ( 20,042 )

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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period $ 25,105 $ 19,406

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.

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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.

and its subsidiary (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.

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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.

As of June 30, 2025, the Company raised aggregate gross proceeds of $ 356.9 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 June 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $ 326.0 million and $ 297.1 million , respectively.

The Company’s net losses were $ 28.8 million and $ 23.3 million for the six months ended June 30, 2025 and 2024, respectively.

Su bstantially 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.

The Company concluded that substantial doubt continued to exist and that the Company’s cash and cash equivalents of $ 21.6 million as of June 30, 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.

While management is devoting substantially all of its efforts to developing the Company’s business and raising capital, there can be no assurance that these efforts will be successful.

Moreover, no assurance can be given that management’s actions will result in raising additional financing or profitable operations.

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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

Any reference in these notes to

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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.

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 subsidiary.

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 has one business activity and operates in one reportable segment.

Use of Estimates

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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.

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents which are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits.

As of June 30, 2025 and 2024, the Company has not experienced any credit losses in such accounts or investments.

As of June 30, 2025, the Company had prepaid future manufacturing and research services of $ 5.5 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 June 30, 2025, the Company also had $ 3.5 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.

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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.

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 June 30, 2025 and its results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024.

The results of operations for the three and six months ended June 30, 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 consolidated 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

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 (the “Annual Report”), 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 and six months ended June 30, 2025, as compared

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

accounting policies described in the Company’s audited annual consolidated financial statements as of and for the year ended December 31, 2024.

to the significant accounting policies described in the Company’s annual consolidated financial statements as of and for the year ended December 31, 2024.

Recently Adopted Accounting Standards

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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.

The Company adopted the guidance on January 1, 2025, and the adoption did not result in additional disclosures in the notes to the Company’s condensed consolidated financial statements, and we are evaluating the impact to our year end disclosures for 2025.

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.

On August 7, 2023, the Company entered into a framework agreement (“the “GeneFab Framework Agreement”) with GeneFab and Valere Bio, Inc.

(“Valere”), 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.

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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.

As of June 30, 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.

Stockholders’ Equity , the Company and GeneFab entered into an amended and restated DMSA, and the Company agreed to make an additional advance payment of $ 10.0 million to GeneFab, of which $ 6.0 million and $ 4.0 million was paid in December 2024 and January 2025, respectively.

In June 2025, the Company made an additional advance payment of $ 2.5 million to GeneFab for additional work as part of the DMSA.

These prepayments were recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets.

As of June 30, 2025, $ 5.5 million of these prepayments were remaining for future manufacturing and research activities.

GeneFab Economic Share

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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

As of June 30, 2025 and December 31, 2024, the Company determined that

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

are reported as a component of other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

the fair value of the GeneFab Economic Share was zero .

Changes in fair value of the GeneFab Economic Share are reported as a component of other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

Refer to Note 10 .

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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.

Stockholders’ Equity , the Company, GeneFab and Valere entered into an amendment to the GeneFab Framework Agreement, pursuant to which the GeneFab Note Receivable was waived by the parties.

GeneFab Option

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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 GeneFab Option may be exercised in installments of common stock equal to no more than 19.9 % of the outstanding shares of the Company’s 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 .

As such, the GeneFab Option was recorded as a liability in GeneFab Option - related party on the condensed consolidated balance sheet at its fair value of $ 9.6 million on August 7, 2023.

As of June 30, 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.

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Notes to Condensed Consolidated Financial Statements— (Continued)

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

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Property and equipment, net consisted of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

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Accrued expenses and other current liabilities consisted of the following:

March 31, December 31,

June 30, 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 $ 1,486 $ 2,542

Clinical trials 1,103 763

Professional and other service fees 986 2,647

Other current liabilities 53 433

2 unchanged sentences

Other non-current liabilities consisted of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

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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

The award is payable to the Company upon achievement of milestones

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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.

that are primarily based on patient enrollment in the Company’s SENTI-202 clinical trial.

Under the terms of the 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 $ 7.4 million from the CIRM Grant as of June 30, 2025.

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 Company’s operating leases are for the 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.

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Lease costs are summarized as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

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Variable lease cost (1)

269 235 549 503

Short-term lease cost 6 8 12 17

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Supplemental cash flow information related to the leases was as follows:

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2025 2024

1 unchanged sentence

Weighted-average remaining lease terms and discount rates were as follows:

March 31, 2025

June 30, 2025

Weighted-average remaining lease term (years) 6.3

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Notes to Condensed Consolidated Financial Statements— (Continued)

As of March 31, 2025, maturities of lease liabilities were as follows:

As of June 30, 2025, maturities of lease liabilities were as follows:

(in thousands)

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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.

Total undiscounted payments to be received by the Company over the term of the Alameda lease sublease are 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.

Total undiscounted payments to be received by the Company over the term of the HQ lease sublease are approximately $ 1.3 million.

As of June 30, 2025 and December 31, 2024, the Company had $ 2.9 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 Company subleased a portion of the Company’s HQ lease to BKPBIOTECH, Inc.

and JLSA2 Therapeutics, Inc.

The subleases commenced in October 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 are approximately $ 1.3 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:

As of June 30, 2025, maturities of the Company’s sublease payments were as follows:

(in thousands)

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A summary of total sublease income was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

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$ 1,794 $ 1,587 $ 3,685 $ 3,047

(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.

(1) For the three and six months ended June 30, 2025, $ 1.6 million and $ 3.3 million, respectively, was recorded in GeneFab sublease income - related party, and $ 0.2 million and $ 0.4 million, respectively, was recorded in other income, on the condensed consolidated statement of operations.

For the three and six months ended June 30, 2024, all sublease income was recorded in GeneFab sublease income - related party on the condensed consolidated statement of operations.

Stockholders’ Equity

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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.

Through June 30, 2025, no cash dividends have been declared or paid.

On July 10, 2024, the Company’s Board of Directors (the “Board”) approved a reverse stock split of the common stock, $ 0.0001 par value, at a ratio of 1-for-10.

Effective as of 5:00 p.m.

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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

The Company pays Leerink Partners a commission of equal to 3.0 % of the gross proceeds of any common shares sold, and has agreed to reimburse certain fees and disbursements and provide Leerink Partners with customary indemnification and contribution rights.

For the six months ended June 30, 2025, the Company sold 155,840 shares of common stock under the 2025 ATM Agreement at a weighted average price of $ 3.53 per share, resulting in gross proceeds of $ 0.6 million and net proceeds of zero after sales agent commissions and offering costs.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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”).

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 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.

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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 .

Prior to termination, the Company issued and sold to Chardan an aggregate of 384,313 shares of common stock under the A&R Purchase Agreement, for aggregate net proceeds of $ 3.0 million.

For the six months ended June 30, 2025 and 2024, no shares were issued under the A&R Purchase Agreement .

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.

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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.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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.

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 aggregate net proceeds of $ 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.

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 aggregate net proceeds of $ 9.9 million, net of issuance costs of $ 0.1 million.

On March 6, 2025, at our special meeting of stockholders (the “Special Meeting”), 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:

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

The Company had no redeemable convertible preferred stock authorized or outstanding as of June 30, 2025.

As of December 31, 2024, the redeemable convertible preferred stock was summarized as follows:

December 31, 2024

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The Company had reserved shares of its common stock for future issuance as follows:

March 31, December 31,

Common stock options issued and outstanding 4,655,262 1,333,030

June 30, December 31,

Stock options issued and outstanding 4,417,157 1,333,030

Restricted stock units outstanding 1,097,209 56,423

Performance stock units outstanding 94,952 106,806

Common stock shares available for future issuance under equity plans 2,611,292 270,907

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

Performance stock units outstanding — 106,806

Unvested early exercised common stock — 422

Contingent earnout common stock — 100,000

Common Stock Purchase Agreement — 484,944

Series A redeemable convertible preferred stock — 21,157,000

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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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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 .

On March 6, 2025, the number of shares of common stock available for issuance under the 2022 EIP increased by an additional 4,300,000 shares upon stockholder approval of the amended and restated 2022 EIP at the Special Meeting.

As of June 30, 2025, the total number of shares of common stock available for issuance under the 2022 Plan is 491,058 .

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 .

On March 7, 2025, the Board approved an increase in the total number of shares of common stock available for issuance under the 2022 IN to be 2,500,000 shares.

As of June 30, 2025, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 2,120,234 .

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 .

As of June 30, 2025, the total number of shares of common stock available for issuance under the 2022 ESPP is 127,681 .

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Stock-based Compensation

Total stock-based compensation was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

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Total stock-based compensation $ 1,526 $ ( 776 ) $ 2,730 $ 482

$ 1,204 $ 1,258

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,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except share and per share amounts) 2025 2024 2025 2024

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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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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,

Common stock options issued and outstanding 4,655,262 1,184,525

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 June 30, Six Months Ended June 30,

2025 2024 2025 2024

Stock options issued and outstanding 4,417,157 1,015,502 4,417,157 1,015,502

Restricted stock units outstanding 1,097,209 73,404 1,097,209 73,404

Performance stock units outstanding 94,952 —

Contingent earnout common stock 100,000 200,000

GeneFab Option 1,963,344 1,963,344 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 options — 4,220

Performance stock units outstanding — 116,567 — 116,567

Contingent earnout common stock — 100,000 — 100,000

Unvested early exercised common stock — 2,954 — 2,954

Total 39,213,210 3,271,771 39,213,210 3,271,771

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Cash, Cash Equivalents and Restricted Cash

The following table is a reconciliation of the cash, cash equivalents and restricted cash:

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

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Total $ 25,105 $ 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

(1) As of June 30, 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 the Company’s available-for-sale securities:

June 30, 2025

(in thousands) Amortized Cost Fair Value

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Total available-for-sale securities $ 39,407

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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.

As of June 30, 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.

Fair Value Measurements

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There were no transfers between Levels 1, 2, or 3 for any of the periods presented.

March 31, 2025

June 30, 2025

(in thousands) Fair Value Level 1

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Total assets measured at fair value $ 22,995 $ 22,995

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

December 31, 2024

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Total assets measured at fair value $ 39,407 $ 39,407

Assets Classified as Level 3

Asset Classified as Level 3

GeneFab Economic Share

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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

As of June 30, 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 and six months ended June 30, 2025, there was no change in fair value for the GeneFab Economic Share.

Liability Classified as Level 3

GeneFab Option

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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.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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.

As of June 30, 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 and six months ended June 30, 2025, there was no change in fair value for the GeneFab Option.

The Company’s income tax provision was zero for each of the three and six months ended June 30, 2025 and 2024.

While the Company is subject to federal and state income taxes in various jurisdictions, due to cumulative losses the Company’s 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.

On July 4, 2025, the United States government enacted into law the One Big Beautiful Bill Act (the “OBBBA”).

The OBBBA includes a broad range of tax reform provisions affecting businesses, and the Company is currently evaluating the potential impact the OBBBA will have on its results of operations and business.

Related Parties

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.

New Enterprise Associates, Inc.

(“NEA”) held 14.4 % and 9.2 % shares of the Company’s common stock as of June 30, 2025 and December 31, 2024, respectively.

NEA held one of the seven seats on the Board as of June 30, 2025.

As part of the private placement in December 2024 ( Note 6 ), NEA is also entitled to designate one additional director to the Board.

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.

Celadon Partners, LLC (“Celadon”) held 37.4 % and no shares of the Company’s common stock as of June 30, 2025 and December 31, 2024, respectively, and is considered a related party to the Company.

Celadon is the parent company of Valere, of which GeneFab is a wholly-owned subsidiary.

Celadon was assigned the GeneFab Option in

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

As part of the private placement in December 2024 ( Note 6 ), Donald Tang, a founder and manager of Celadon, was appointed to the Board.

Celadon also was entitled to designate two additional directors to the Board, which Board seats were filled upon Feng Hsiung and Bryan Baum being appointed to the Board in March 2025 and July 2025, respectively.

As of June 30, 2025, Celadon held two of the seven seats on the Board.

As of the filing date of this Quarterly Report on Form 10-Q (this “Quarterly Report”), Celadon held three of the eight seats on the Board.

Refer to Note 15 .

Subsequent Events for further discussion.

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 Healthcare LLC (“Bayer”) held 19.9 % and 12.2 % shares of the Company’s common stock as of June 30, 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.

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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.

As of June 30, 2025, Bayer has not exercised its option for a license.

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.

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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

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

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 .

The Company was entitled for future services from GeneFab and made an advance payment to GeneFab, and such payment was recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets.

Refer to Note 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.

The Company and GeneFab entered into a sublease agreement pursuant to which 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.

The Company incurred certain costs on behalf of GeneFab under a transition services agreement, and reimbursement of such costs was due from GeneFab.

As of June 30, 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’s research and development expenses under the services agreement was $ 3.6 million for both the three months ended June 30, 2025 and 2024, and $ 7.7 million and $ 7.3 million, respectively, for the six months ended June 30, 2025 and 2024.

Refer to Note 3 .

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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.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

Indemnification

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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.

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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.

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

As of June 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents were $ 21.6 million and $ 48.3 million, respectively.

A summary of the segment loss, including significant expenses, was as noted in the table below.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

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Net loss $ ( 14,733 ) $ ( 11,203 ) $ ( 28,845 ) $ ( 23,314 )

Subsequent Events

Board Composition

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements— (Continued)

On July 18, 2025, the Board approved the appointment of Bryan Baum to the Board pursuant to the terms of a letter agreement dated as of December 2, 2024, by and between the Company and Celadon.

In connection with Mr.

Baum’s appointment, the Board approved an increase in the authorized number of members of the Board from seven to eight members.

Baum was appointed to fill the vacancy created by the foregoing increase in the size of the Board, as a Class II director of the Company, to serve in such capacity until the annual meeting of the Company’s stockholders in 2027 or until his earlier resignation, death, or removal.

Effective July 31, 2025, Ed Mathers, who was previously appointed as a member of the Audit Committee of the Board, tendered his resignation as a member of that committee.

Mathers continues to serve as a member of the Board and as a member of the Nominating and Corporate Governance Committee and the Compensation Committee of the Board.

Effective July 31, 2025, the Board unanimously appointed Bryan Baum to serve as a member of the Audit Committee.

Following this appointment, the Audit Committee is now comprised of Fran Schulz (Chair), Feng Hsiung and Bryan Baum.

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 1. Financial Statements