What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-06 · 133 added, 85 removed, 228 unchanged (49% of the section changed)

4 unchanged sentences

The transactions contemplated by the terms of the Agreement were completed on June 8, 2022 (the “Closing”), in conjunction with which DYNS changed its name to Senti Biosciences, Inc.

(hereafter referred to, collectively with its subsidiaries, as “Senti,” the “Company,” “we,” “us,” or “our,” unless the context otherwise requires).

(hereafter referred to, collectively with its subsidiary, as “Senti,” the “Company,” “we,” “us,” or “our,” unless the context otherwise requires).

The transactions contemplated in the Agreement are collectively referred to as the “Merger.”

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We are applying our gene circuit technologies to develop a pipeline of medicines that use chimeric antigen receptor (“CAR”) white blood cells with the goal of addressing major challenges and providing potentially lifesaving treatments for people living with cancer.

Our lead product candidates utilize off-the-shelf healthy adult donor derived natural killer (“NK”) cells to create CAR-NK cells outfitted with gene circuit technologies in several oncology indications with high unmet need.

In 2024, we initiated a clinical trial of SENTI-202 for blood cancers and

our partner, Celest Therapeutics, (Shanghai) Co.

Our lead product candidates utilize off-the-shelf healthy adult donor derived natural killer (“NK”) cells to create CAR-NK cells outfitted with gene circuit technologies in several

oncology indications with high unmet need.

In 2024, we initiated a clinical trial of SENTI-202 for blood cancers and our partner, Celest Therapeutics, (Shanghai) Co.

Ltd., initiated a clinical trial for SENTI-301A/SN301A for solid tumors, which has ceased enrolling patients due to the observance of dose limiting toxicities.

We have incurred net losses of $14.1 million and $12.1 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $33.8 million and $48.3 million, respectively, and an accumulated deficit of $311.2 million and $297.1 million, respectively.

Net cash flows used in operating activities were $14.1 million and $11.7 million during the three months ended March 31, 2025 and 2024, respectively.

We have incurred net losses of $14.7 million and $11.2 million for the three months ended June 30, 2025 and 2024, respectively, and net losses to $28.8 million and $23.3 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $21.6 million and $48.3 million, respectively, and an accumulated deficit of $326.0 million and $297.1 million, respectively.

Net cash flows used in operating activities were $27.1 million and $20.0 million during the six months ended June 30, 2025 and 2024, respectively.

Substantially all of our net losses resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

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• continue to develop, grow, maintain, enforce and defend our intellectual property portfolio;

• incur additional legal, accounting, or other expenses in operating our business, including the additional costs associated with operating as a public company.

• incur additional legal, accounting, or other expenses in operating our business, including costs associated with operating as a public company.

Recent Developments

Transition of Interim Chief Financial Officer

On January 31, 2025, Yvonne Li, the Consulting Agreement by and between the Company and Yvonne Li, the Company’s Interim Chief Financial Officer, expired in accordance with its terms.

On January 31, 2025, the Consulting Agreement between the Company and Yvonne Li, the Company’s Interim Chief Financial Officer, expired in accordance with its terms.

As such, effective January 31, 2025, Ms.

Li will no longer serve as the Company’s principal financial officer and principal accounting officer.

Li was no longer the Company’s principal financial officer and principal accounting officer.

On February 5, 2025, the Company and Ms.

Li entered into a new consulting agreement pursuant to which Ms.

Li will serve as a consultant to the Company and will cooperate with the Company’s executive management team and other functional teams on an orderly transition of her responsibilities until March 31, 2025.

Li served as a consultant to the Company and cooperated with the Company’s executive management team and other functional teams on an orderly transition of her responsibilities through March 31, 2025.

Appointment of Principal Financial Officer and Principal Accounting Officer

Following approval by our Board of Directors, Timothy Lu, M.D., Ph.D., our Chief Executive Officer, was appointed to serve as our interim principal financial officer and principal accounting officer, effective as of January 31, 2025, until immediately following the Company’s filing of the Annual Report, when Mr.

Following approval by the Board, Timothy Lu, M.D., Ph.D., our Chief Executive Officer, was appointed to serve as our interim principal financial officer and principal accounting officer, effective as of January 31, 2025, until immediately following the Company’s filing of the Annual Report, when Mr.

Cross assumed responsibilities as the Company’s principal financial officer and principal accounting officer as noted below.

Appointment of Chief Financial Officer

On February 23, 2025, following the approval by our Board of Directors, Jay Cross was appointed as our Chief Financial Officer, effective as of March 3, 2025.

On February 23, 2025, following the approval by the Board, Jay Cross was appointed as our Chief Financial Officer, effective as of March 3, 2025.

The Board also appointed Mr.

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Board Composition

On March 7, 2025, our Board of Directors approved the appointment of Feng Hsiung, pursuant to the terms of a letter agreement dated as of December 2, 2024, by and between us and Celadon Partners.

On March 7, 2025, the Board approved the appointment of Feng Hsiung to the Board, pursuant to the terms of a letter agreement dated as of December 2, 2024, by and between us and Celadon.

In connection with Mr.

Hsiung’s appointment, our Board of Directors approved an increase in the authorized number of members of our Board of Directors from six (6) to seven (7) members.

Hsiung was appointed to fill the vacancy created by the foregoing increase in the size of the Board, as a Class III director, to serve in such capacity until the annual meeting of stockholders in 2028 (if elected by stockholders at the annual meeting of stockholders in 2025) or until his earlier resignation, death or removal.

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

Hsiung was appointed to fill the vacancy created by the foregoing increase in the size of the Board, as a Class III director, to serve in such capacity until the annual meeting of stockholders in 2028 or until his earlier resignation, death or removal.

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 us 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.

Audit Committee Appointment

Effective March 7, 2025, Brenda Cooperstone, who was previously appointed as a member of the Audit Committee of our Board of Directors (the “Audit Committee”), tendered her resignation as a member of the Audit Committee.

Effective March 7, 2025, Brenda Cooperstone, who was previously appointed as a member of the Audit Committee of the Board (the “Audit Committee”), tendered her resignation as a member of the Audit Committee.

Cooperstone continues to serve as a member of the Board and the Compensation Committee of the Board.

On March 7, 2025, upon the recommendation of its Nominating and Corporate Governance Committee, our Board of Directors unanimously appointed Feng Hsiung to serve as a member of the Audit Committee in addition to serving as a member of the Board, effectively immediately.

On March 7, 2025, upon the recommendation of its Nominating and Corporate Governance Committee, the Board unanimously appointed Feng Hsiung to serve as a member of the Audit Committee in addition to serving as a member of the Board, effectively immediately.

In addition to the annual stock option grant and the annual cash retainers for serving as a member of the Board, Mr.

Hsiung will be eligible to receive $7,500 annually for serving as a member of the Audit Committee.

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

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.

ChEF Termination

On March 17, 2025, the Company provided notice to Chardan that it was terminating the A&R Purchase Agreement.

On March 17, 2025, we provided notice to Chardan Capital Markets LLC (“Chardan”) that we were terminating the Common Stock Purchase Agreement and Registration Rights Agreement, as amended and restated on July 16, 2024, between us and Chardan.

2025 ATM Agreement

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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 our instructions, including any price, time or size limits specified by us.

We pay 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.

Clinical Trial Data Update

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

For the six months ended June 30, 2025, we 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-202 Update

On April 28, 2025, we announced certain corporate updates including preliminary data from a Phase 1 clinical trial of SENTI-202, a potential first-in-class off-the-shelf Logic Gated selective CD33 OR FLT3 NOT EMCN chimeric antigen receptor natural killer investigational cell therapy, for the treatment of relapsed/refractory hematologic malignancies including acute myeloid leukemia.

On June 18, 2025, we announced that the FDA has granted Orphan Drug Designation to SENTI-202 for the treatment of relapsed/refractory hematologic malignancies including acute myeloid leukemia.

SN301A Update

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Research and development expenses consisted of the following:

Three Months Ended

(in thousands) (unaudited) (unaudited)

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

2025 2024 2025 2024

(in thousands) (unaudited) (unaudited) (unaudited) (unaudited)

External services and supplies $ 6,317 $ 5,459 $ 12,514 $ 10,235

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In addition, future regulatory factors beyond our control may impact our preclinical development programs.

Product candidates in clinical development generally have higher development costs than those in preclinical stages of development, primarily due to the increased size and duration of clinical trials.

Product candidates in clinical development generally have higher development costs than those in

preclinical stages of development, primarily due to the increased size and duration of clinical trials.

At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical development of any of our product candidates.

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General and administrative expenses consisted of the following:

Three Months Ended

(in thousands) (unaudited) (unaudited)

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

2025 2024 2025 2024

(in thousands) (unaudited) (unaudited) (unaudited) (unaudited)

External services and supplies $ 1,298 $ 1,144 $ 3,492 $ 2,807

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The change in fair value of the GeneFab Option consists of the remeasurement to fair value of the derivative liability related to the option provided to GeneFab to acquire up to $20.0 million in shares of our common stock at a purchase price of $10.18670 per share.

As of March 31, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option was zero.

As of June 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option was zero.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 10 — Fair Value Measurements ” in this Report for details.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 10 — Fair Value Measurements ” in this Quarterly Report for details.

Change in Fair Value of GeneFab Economic Share - related party

The change in fair value of GeneFab Economic Share is a result of the change in the equity value of GeneFab and the volatility at each reporting period.

As of March 31, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Economic Share was zero.

As of June 30, 2025 and December 31, 2024, we determined that the fair value of the GeneFab Economic Share was zero.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 10 — Fair Value Measurements ” in this Report for details.

Change in Fair Value of GeneFab Note Receivable - related party

The change in fair value of GeneFab Note Receivable consists of the remeasurement to fair value at each reporting period of the deferred consideration due from GeneFab for which we have elected the fair value option.

As of December 31, 2024, the GeneFab Note Receivable was waived and the Company no longer remeasure its fair value.

Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 3 — GeneFab Transaction ” in this Report for details.

As of December 31, 2024, the GeneFab Note Receivable was waived and we no longer remeasures its fair value.

to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 3 — GeneFab Transaction ” in this Quarterly Report for details.

Results of Operations

Comparison of the Three Months Ended March 31, 2025 and 2024

The following table summarizes our results of operations for the three months ended March 31, 2025 and 2024:

Three Months Ended

(in thousands) 2025 2024 Change

Comparison of the Three Months Ended June 30, 2025 and 2024

The following table summarizes our results of operations for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30,

2025 2024 Change

(in thousands) (unaudited) (unaudited)

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)

$ 10,029 $ 9,151 $ 878

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Research and development expenses .

Research and development expenses were $9.3 million and $8.8 million for the three months ended March 31, 2025 and 2024, respectively.

Research and development expenses were $10.0 million and $9.2 million for the three months ended June 30, 2025 and 2024, respectively.

The increase of $0.8 million was primarily due to an increase in external services and supplies cost.

General and administrative expenses .

General and administrative expenses were $6.8 million and $4.2 million for the three months ended June 30, 2025 and 2024, respectively.

The increase of $2.6 million was primarily due to an increase of $2.5 million in personnel-related expenses and an increase of $0.2 million in external services and supplies cost, partially offset by a decrease of $0.1 million in facilities and other costs.

Interest income.

Interest income was $0.3 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively.

The increase is attributed to higher average cash balances in the relevant periods.

GeneFab sublease income - related party.

GeneFab sublease income - related party was $1.6 million for both the three months ended June 30, 2025 and 2024.

Change in fair value of GeneFab Option - related party.

As of June 30, 2025 and December 31, 2024, we 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 June 30, 2025, there was no change in fair value for the GeneFab Option.

Change in fair value of GeneFab Economic Share - related party.

As of June 30, 2025 and December 31, 2024, we 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 June 30, 2025, there was no change in fair value for the GeneFab Economic Share.

Change in Fair Value of GeneFab Note Receivable - related party.

As of December 31, 2024, the GeneFab Note Receivable was waived and we no longer remeasure the fair value.

Comparison of the Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30,

2025 2024 Change

(in thousands) (unaudited) (unaudited)

Operating expenses:

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

$ 19,310 $ 17,929 $ 1,381

General and administrative 13,885 11,728 2,157

Total operating expenses 33,195 29,657 3,538

Loss from operations (33,195) (29,657) (3,538)

Other income:

Interest income 664 568 96

GeneFab sublease income - related party 3,299 3,047 252

Other income 387 6 381

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

Change in fair value of GeneFab Economic Share - related party — (1,418) 1,418

Change in fair value of GeneFab Note Receivable - related party — 195 (195)

Total other income 4,350 6,343 (1,993)

Net loss $ (28,845) $ (23,314) $ (5,531)

Research and development expenses .

Research and development expenses were $19.3 million and $17.9 million for the six months ended June 30, 2025 and 2024, respectively.

The increase of $1.4 million was primarily due to an increase of $2.3 million in external services and supplies cost, partially offset by a decrease of $0.7 million in personnel-related expenses, including stock-based compensation and $0.2 million in facilities and other cost.

General and administrative expenses .

General and administrative expenses were $7.1 million and $7.5 million for the three months ended March 31, 2025 and 2024, respectively.

The increase of $0.4 million was primarily due to an increase of $0.5 million in external services and supplies cost, partially offset by a decrease of $0.9 million in personnel-related expenses.

General and administrative expenses were $13.9 million and $11.7 million for the six months ended June 30, 2025 and 2024, respectively.

The increase of $2.2 million was primarily due to an increase of $1.6 million in personnel-related expense and an increase of $0.7 million in external services and supplies cost, partially offset by a decrease of $0.1 million in facilities and other costs.

Interest income.

Interest income was $0.4 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively.

Interest income was $0.7 million and $0.6 million for the six months ended June 30, 2025 and 2024, respectively.

The increase is attributed to higher average cash balances in the relevant periods.

GeneFab sublease income - related party.

GeneFab sublease income - related party was $1.7 million and $1.5 million for the three months ended March 31, 2025 and 2024, respectively.

The increase was due to the sublease income from a portion of the HQ lease started on June 12, 2024.

GeneFab sublease income - related party was $3.3 million and $3.0 million for the six months ended June 30, 2025 and 2024, respectively.

The increase was due to sublease income from a portion of our HQ lease, which started on June 12, 2024.

Change in fair value of GeneFab Option - related party.

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.

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

Change in fair value of GeneFab Economic Share - related party.

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.

As of June 30, 2025 and December 31, 2024, we 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 six months ended June 30, 2025, there was no change in fair value for the GeneFab Economic Share.

Change in Fair Value of GeneFab Note Receivable - related party.

As of December 31, 2024, the GeneFab Note Receivable was waived and the Company no longer remeasures the fair value.

As of December 31, 2024, the GeneFab Note Receivable was waived and we no longer remeasure the fair value.

Liquidity and Capital Resources

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We have incurred net losses and negative cash flows from operations since our inception and anticipate we will continue to incur net losses for the foreseeable future.

As of March 31, 2025 , we had $33.8 million in cash and cash equivalents, and an accumulated deficit of $311.2 million.

As of June 30, 2025 , we had $21.6 million in cash and cash equivalents, and an accumulated deficit of $326.0 million.

We will need substantial additional funding to support our continuing operations and pursue our development strategy.

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As substantial doubt exists about our ability to continue as a going concern, we may also be required to sell or license to other parties’ rights to develop or commercialize our product candidates that we would prefer to retain.

From inception to March 31, 2025 , we 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.

On August 31, 2022, we entered into the A&R Purchase Agreement with Chardan.

From inception to June 30, 2025 , we 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.

On August 31, 2022, we entered into an Amended & Restated Purchase Agreement with Chardan (the “A&R Purchase Agreement”).

Pursuant to the A&R Purchase Agreement, we had the right, in our sole discretion, to sell to Chardan up to the lesser of:

(i) $50.0 million of shares of our common stock;

and (ii) 872,704 shares of common stock at 97% of the volume weighted average price (“VWAP”) of the common stock calculated in accordance with the Purchase Agreement, over a period of 36 months subject to certain limitations and conditions contained in the Purchase Agreement.

Sales and timing of any sales of common stock were solely at our election, and we were under no obligation to sell any securities to Chardan under the Purchase Agreement.

As consideration for Chardan’s commitment to purchase shares of our common stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, we issued 10,000 shares of our common stock to Chardan and paid a $0.4 million document preparation fee.

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.

and (ii) 872,704 shares of common stock at 97% of the volume weighted average price (“VWAP”) of the common stock calculated in accordance with the A&R Purchase Agreement, over a period of 36 months subject to certain limitations and conditions contained in the A&R Purchase Agreement.

Sales and timing of any sales of common stock were solely at our election, and we were under no obligation to sell any securities to Chardan under the A&R Purchase Agreement.

As consideration for Chardan’s commitment to purchase shares of our common stock at our direction upon the terms and subject to the conditions set forth in the A&R Purchase Agreement, upon execution of the A&R Purchase Agreement, we issued 10,000 shares of our common stock to Chardan and paid a $0.4 million document preparation fee.

On March 17, 2025, we terminated the A&R Purchase Agreement.

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

On March 20, 2025, we entered into the 2025 ATM Agreement with Leerink Partners with respect to an at-the-market offering program under which we may offer and sell, from time to time at our sole discretion, up to a maximum aggregate offering price of $17.5 million of our common stock through Leerink Partners as our sales agent.

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For the three months ended March 31, 2025, no shares had been issued under the 2025 ATM Agreement.

The transaction with GeneFab, as described in Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 3 — GeneFab Transaction ” in this Report, provided us with additional capital in the form of a note receivable and rights to future manufacturing and research activities and reduced longer term operating expenses.

The total consideration in connection with the transaction was $37.8 million of which $18.9 million was due at closing and was netted against a prepayment owed by us for manufacturing and research activities to GeneFab.

The remaining consideration of $18.9 million was to be received in installments during 2024 and 2025, subject to satisfaction of certain conditions.

In December 2024, the remaining consideration of $18.9 million was waived in connection with the Private Placement of preferred stock described in Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 6 — Stockholders’ Equity ” in this Report.

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

For the six months ended June 30, 2025, we 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.

The agreement with CIRM, as described in Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 4 — Other Financial Statement information ” in this Report is expected to provide us in total a grant of $8.0 million, subject to achievement of certain operational milestones.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 4 — Other Financial Statement information ” in this Quarterly Report is expected to provide us in total a grant of $8.0 million, subject to achievement of certain operational milestones.

The CIRM Grant will help support the ongoing clinical development of SENTI-202.

In December 2024, we issued 21,157 shares of Series A redeemable convertible preferred stock and accompanying warrants to purchase up to 31,735,500 shares of common stock for an aggregate offering price of 47.6 million.

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.

On March 10, 2025, we converted the outstanding shares of Series A redeemable convertible preferred stock into an aggregate of 21,157,000 shares of common stock, at the conversion price of $2.25 per share.

We derived the following summary of our condensed consolidated cash flows for the periods indicated from Part I, Item 1, “Financial Information—Condensed Consolidated Financial Statements (Unaudited)” in this Quarterly Report:

Three Months Ended

(in thousands) 2025 2024

Six Months Ended June 30,

(in thousands) (unaudited) (unaudited)

Net cash provided by (used in):

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Operating Activities

For the three months ended March 31, 2025, net cash used in operating activities of $14.1 million was primarily due to our loss of $14.1 million with non-cash adjustments $0.9 million for depreciation and $1.2 million for stock-based compensation expense.

Other material changes comprised of $1.1 million decrease in accrued expenses and other current liabilities and $1.1 million decrease in operating lease liabilities.

For the three months ended March 31, 2024, net cash used in operating activities of $11.7 million was primarily due to our loss of $12.1 million with non-cash adjustments of $2.3 million gain from change in fair value of the GeneFab Option, $1.5 million for depreciation and amortization of operating lease right-of-use-assets and $1.3 million for stock-based compensation expense.

Other material changes comprised of $3.5 million decrease in GeneFab prepaid expenses offset by $2.6 million decrease in accounts payable and accrues expenses and $0.9 million decrease in operating lease liabilities.

For the six months ended June 30, 2025, net cash used in operating activities of $27.1 million was primarily due to our loss of $28.8 million with non-cash adjustments of $1.8 million for depreciation and $2.7 million for stock-based compensation expense.

Other material changes included a $1.9 million increase in GeneFab receivable - related party, a $1.2 million decrease in GeneFab prepaid expenses - related party, a $1.1 million decrease in operating lease right-of-use assets, a $1.2 million decrease in accrued expenses and other current liabilities, and a $2.2 million decrease in operating lease liabilities.

For the six months ended June 30, 2024, net cash used in operating activities of $20.0 million was primarily due to our loss of $23.3 million with non-cash adjustments of a $3.9 million gain from change in fair value of the GeneFab Option, a $1.4 million loss from change in fair value of GeneFab Economic Share, $2.0 million for depreciation, and $0.5 million for stock-based compensation expense.

Other material changes included a $7.1 million decrease in GeneFab prepaid expenses, and a $0.8 million decrease in prepaid expenses and other assets offset by a $3.1 million decrease in accounts payable and accrued expenses and a $1.9 million decrease in operating lease liabilities.

Investing Activities

For the three months ended March 31, 2025, there was no cash provided by or used in investing activities.

For the three months ended March 31, 2024, net cash used in investing activities was nominal.

For the six months ended June 30, 2025, net cash used in investing activities of $0.2 million was primarily due to purchases of property and equipment.

For the six months ended June 30, 2024, net cash used in investing activities was nominal.

Financing Activities

For the three months ended March 31, 2025, net cash used in financing activities was $0.4 million, primarily due to the payment of issuance costs of $1.9 million, offset by CIRM Grant received of $1.5 million.

For the three months ended March 31, 2024, there was no cash provided by financing activities.

For the six months ended June 30, 2025, net cash provided by financing activities was $0.6 million, primarily due to $2.5 million received under the CIRM Grant and proceeds from issuance of common stock related to the ATM Agreement, net of commissions of $0.5 million, offset by the payment of issuance costs of $2.5 million.

For the six months ended June 30, 2024, there was no cash provided by financing activities.

Funding Requirements

We concluded that substantial doubt continued to exist and that our cash and cash equivalents of $ 33.8 million as of March 31, 2025, were not sufficient for us to continue as a going concern for at least one year from the issuance date of the condensed consolidated financial statements.

We concluded that substantial doubt about our ability to continue as a going concern continues to exist and that our cash and cash equivalents of $21.6 million as of June 30, 2025, are not sufficient for us to continue as a going concern for at least one year from the issuance date of the condensed consolidated financial statements.

Additional funds will be necessary to maintain current operations and to continue research and development activities.

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Contractual Obligations and Commitments

There were no material changes outside of the ordinary course of business in our contractual obligations as of March 31, 2025 , from those as of December 31, 2024 as reported in our Annual Report.

There were no material changes outside of the ordinary course of business in our contractual obligations as of June 30, 2025 , from those as of December 31, 2024 as reported in our Annual Report.

Off-Balance Sheet Arrangements

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Critical Accounting Estimates

For the three months ended March 31, 2025, there have not been no material changes to our critical accounting policies and estimates compared to those disclosed in Part II, Item 7 of our Annual Report.

For the six months ended June 30, 2025, there have been no material changes to our critical accounting policies and estimates compared to those disclosed in Part II, Item 7 of our Annual Report.

Emerging Growth Company Status

The JOBS Act permits an emerging growth company to take advantage of an extended transition to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.

The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, and has elected to not take advantage of the benefits of this extended transition period.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and have elected to not take advantage of the benefits of this extended transition period.

We expect to remain an emerging growth company until the earlier of:

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Smaller Reporting Company Status

The Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

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Refer to Part I, Item 1.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 14 — Segment Reporting ” in this Report for additional information related to operating segment.

“Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) — Note 14 — Segment Reporting ” in this Quarterly Report for additional information related to operating segment.

All long-lived assets are located in the United States.

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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 2. Management’s Discussion and Analysis