Senti Biosciences, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
SNTI$0.16-2.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001854270-25-000090
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001628280-25-052125
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 159 previous paragraphs and 171 current paragraphs.
123 unchanged; 28 reworded; 17 added; 6 removed; 2 previous and 3 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
On August 5, 2025, we announced the determination of the recommended Phase 2 dose (“RP2D”) for SENTI-202 following completion of the dose-escalation portion of the ongoing Phase 1 clinical trial. The RP2D was established at 1.5 × 10⁹ CAR-positive NK cells per dose, administered on Days 0, 7, and 14 of a 28-day cycle following lymphodepletion. The safety profile observed to date has been manageable, and the maximum tolerated dose was not reached. Enrollment is ongoing in the expansion cohort at the RP2D, with topline data expected before the end of 2025.
Current report
GeneFab Sublease Default
Current report
GeneFab is currently in default under the GeneFab Sublease and has not indicated when it will pay us the full amount of overdue rent payments. We are working with GeneFab on a plan to address the nonpayment. As of September 30, 2025, GeneFab owed us $4.7 million in past-due sublease rent payments, of which $1.0 million was received in October 2025.
Current report
On September 28, 2025, we received a notice of default from the landlord of the Alameda lease stating that, as of September 26, 2025, we were in default (the “Default”) for nonpayment of rent in the amount of approximately $0.4 million (the “Default Amount”). Our obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab. As of September 30, 2025, the Alameda lease had not been terminated, and we continue to recognize the right-of-use asset and lease liability associated with the Alameda lease. We are currently in discussions with the landlord to cure the Default.
Current report
Other Income (expense), net
Current report
GeneFab sublease Income (expense)- related party
Current report
Other income (expense), net
Current report
Other income (expense) primarily consists of income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics, partially offset by miscellaneous tax and other expense items.
Current report
GeneFab sublease income (expense) - related party. The decrease of $3.2 million was primarily due to a $3.3 million reversal of previously recognized sublease income in accordance with ASC 842. Refer to Part I, Item 1. “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) —Note 5 —Operating Leases” in this Quarterly Report for details.
Current report
Other income (expense), net. The increase in other income of $0.2 million was primarily due to income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics which commenced in October 2024.
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
GeneFab sublease income - related party. The decrease of $3.0 million was primarily due to a $3.3 million reversal of previously recognized sublease income in accordance with ASC 842, offset by increased sublease income from a portion of our HQ lease, which started on June 12, 2024. Refer to Part I, Item 1. “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) —Note 5 —Operating Leases” in this Quarterly Report for details.
Current report
Other income (expense), net. The increase in other income of $0.6 million was primarily due to income from the sublease of a portion of our headquarters space to BKPBIOTECH and JLSA2 Therapeutics which commenced in October 2024.
Current report
For the nine months ended September 30, 2024, net cash provided by financing activities was primarily due to $2.4 million proceeds received under the CIRM Grant.
Current report
•our ability to collect amounts owed to us by our sublessee, GeneFab;
Current report
Our obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab. GeneFab is currently in default under the GeneFab Sublease and has not indicated when it will pay us the full amount of overdue rent payments, but we are working with GeneFab on a plan to address the nonpayment. As of September 30, 2025, GeneFab owed us $4.7 million in past-due sublease rent payments, of which $1.0 million was received in October 2025.
Current report
In addition, on September 28, 2025, we received a notice of default from the landlord on our Alameda lease stating that, as of September 26, 2025, we were in default (the “Default”) for nonpayment of rent in the amount of approximately $0.4 million (the “Default Amount”). We are currently in discussions with the landlord to cure the default. As of September 30, 2025, the Alameda lease has not been terminated, and we continue to recognize the right-of-use asset and lease liability associated with the Alameda lease.
Removed paragraphs (6)
Previous report
ChEF Termination
Previous report
Other Income
Previous report
GeneFab sublease Income - related party
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous report
GeneFab sublease income - related party. 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.
Previous report
For the six months ended June 30, 2024, there was no cash provided by financing activities.
Reworded paragraphs (28)
Previous wording
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. 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.
Current wording
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. Ltd., initiated a clinical trial for SENTI-301A for solid tumors manufactured using Celest Therapeutics’ process, which has ceased enrolling patients due to the observance of dose limiting toxicities.
Previous wording
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. We expect to continue to incur significant losses for the foreseeable future.
Current wording
We have incurred net losses of $18.1 million and $28.9 million for the three months ended September 30, 2025 and 2024, respectively, and net losses to $47.0 million and $52.2 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $12.2 million and $48.3 million, respectively, and an accumulated deficit of $344.1 million and $297.1 million, respectively. Net cash flows used in operating activities were $36.6 million and $27.9 million during the nine months ended September 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. We expect to continue to incur significant losses for the foreseeable future.
Previous wording
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. Mr. Mathers continues to serve as a member of the
Current wording
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. Mr. 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.
Previous wording
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. Under 2025 ATM Agreement, we are not obligated to sell any shares, and either party may suspend or terminate the offering of common stock upon notice to the other party and subject to certain conditions. Leerink Partners will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon the 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 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.
Current wording
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. Under 2025 ATM Agreement, we are not obligated to sell any shares, and either party may suspend or terminate the offering of common stock upon notice to the other party and subject to certain conditions. Leerink Partners will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon the 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 shares sold, reimburse certain fees and disbursements and provide Leerink Partners with customary indemnification and contribution rights. For the nine months ended September 30, 2025, we sold 244,960 shares of common stock under the 2025 ATM Agreement at a weighted average price of $2.82 per share, resulting in gross proceeds of $0.7 million and net proceeds of less than $0.1 million after sales agent commissions and offering costs.
Previous wording
We have collaborated with Celest Therapeutics (Shanghai) Co. Ltd. (Celest) to evaluate SN301A in a single center Investigator Sponsored Trial in China. SN301A is a Celest product which incorporates our SENTI-301A gene circuit into Celest’s CAR-NK cells, which are made using Celest’s manufacturing platform in China, which is distinct from our manufacturing process. Based on the observation of certain dose limiting toxicities in the SN301A Investigator Sponsored Trial, enrollment has been stopped. We are evaluating next steps with SENTI-301A/SN301A as part of ongoing pipeline prioritization.
Current wording
We have collaborated with Celest Therapeutics (Shanghai) Co. Ltd. (Celest) to evaluate SN301A in a single center Investigator Sponsored Trial in China. SN301A is a Celest product which incorporates our SENTI-301A gene circuit into Celest’s CAR-NK cells, which are made using Celest’s manufacturing platform in China, which is distinct from our manufacturing process. Based on the observation of certain dose limiting toxicities in the SN301A
Previous wording
Sublease income is primarily comprised of income from our sublease agreements with GeneFab.
Current wording
GeneFab sublease Income (expense) - related party represents income from our sublease agreements with GeneFab. In the third quarter of 2025, we determined that collectibility of certain rent payments under our related- party sublease with GeneFab were no longer probable. As a result, we reversed $3.3 million of previously recognized sublease income in accordance with ASC 842 and will recognize future lease income only as payments are received. Refer to Part I, Item 1. “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) —Note 5 —Operating Leases” in this Quarterly Report for details.
Previous wording
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 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 Quarterly Report for details.
Current wording
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 September 30, 2025 and December 31, 2024, we 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 Quarterly Report for details.
Previous wording
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 we no longer remeasures 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 Quarterly Report for details.
Current wording
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 we 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 Quarterly Report for details.
Previous wording
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.
Current wording
Research and development expenses. Research and development expenses were $10.5 million and $8.7 million for the three months ended September 30, 2025 and 2024, respectively. The increase of $1.8 million was primarily due to an increase of $1.4 million in external services and supplies cost and an increase of $0.7 million in personnel-related expenses, offset by a decrease of $0.3 million in facilities and other costs.
Previous wording
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.
Current wording
General and administrative expenses. General and administrative expenses were $6.4 million and $6.6 million for the three months ended September 30, 2025 and 2024, respectively. The decrease of $0.2 million was primarily due to a decrease of $0.7 million in external services and supplies cost and a decrease of $0.6 million in facilities and other costs, partially offset by an increase of $1.1 million in personnel-related expenses.
Previous wording
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.
Current wording
Interest income. Interest income was $0.2 million for both the three months ended September 30, 2025 and 2024.
Previous wording
Research and development expenses. 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.
Current wording
Research and development expenses. Research and development expenses were $29.8 million and $26.6 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $3.2 million was primarily due to an increase of $3.7 million in external services and supplies cost, partially offset by $0.5 million in facilities and other cost.
Previous wording
General and administrative 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.
Current wording
General and administrative expenses. General and administrative expenses were $20.3 million and $18.3 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $2.0 million was primarily due to an increase of $2.7 million in personnel-related expense, partially offset by a decrease of $0.7 million in facilities and other costs.
Previous wording
Interest income. 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.
Current wording
Interest income. Interest income was $0.8 million and $0.7 million for the nine months ended September 30, 2025 and 2024, respectively. The increase is attributed to higher average cash balances in the relevant periods.
Previous wording
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 six months ended June 30, 2025, there was no change in fair value for the GeneFab Option.
Current wording
Change in fair value of GeneFab Option - related party. As of September 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 nine months ended September 30, 2025, there was no change in fair value for the GeneFab Option.
Previous wording
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 six months ended June 30, 2025, there was no change in fair value for the GeneFab Economic Share.
Current wording
Change in fair value of GeneFab Economic Share - related party. As of September 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 nine months ended September 30, 2025, there was no change in fair value for the GeneFab Economic Share.
Previous wording
We do not have any products approved for sale and have not generated any revenue from product sales or otherwise. 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 June 30, 2025, we had $21.6 million in cash and cash equivalents, and an accumulated deficit of $326.0 million.
Current wording
We do not have any products approved for sale and have not generated any revenue from product sales or otherwise. 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 September 30, 2025, we had $12.2 million in cash and cash equivalents, and an accumulated deficit of $344.1 million.
Previous wording
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 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.
Current wording
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 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. For the nine months ended September 30, 2024, we sold 3,593 shares of common stock under the A&R Purchase Agreement. 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.
Previous wording
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. Under 2025 ATM Agreement, we are not obligated to sell any shares, and either party may suspend or terminate the offering of common stock upon notice to the other party and subject to certain conditions. Leerink Partners will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon the our instructions, including any price, time or size limits specified by us. 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.
Current wording
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. Under 2025 ATM Agreement, we are not obligated to sell any shares, and either party may suspend or terminate the offering of common stock upon notice to the other party and subject to certain conditions. Leerink Partners will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon the our instructions, including any price, time or size limits specified by us. 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 nine months ended September 30, 2025, we sold 244,960 shares of common stock under the 2025 ATM Agreement at a weighted average price of $2.82 per share, resulting in gross proceeds of $0.7 million and net proceeds of less than $0.1 million after sales agent commissions and offering costs.
Previous wording
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.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities of $36.6 million was primarily due to our loss of $47.0 million with non-cash adjustments of $2.7 million for depreciation and $4.3 million for stock-based compensation expense. Other material changes included a $4.6 million decrease in GeneFab prepaid expenses - related party, a $1.7 million decrease in operating lease right-of-use assets, and a $3.4 million decrease in operating lease liabilities.
Previous wording
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.
Current wording
For the nine months ended September 30, 2024, net cash used in operating activities of $27.9 million was primarily due to our loss of $52.2 million with non-cash adjustments of $17.2 million loss from change in fair value of the GeneFab Note Receivable, $6.3 million gain from change in fair value of the GeneFab Option, $1.8 million loss from change in fair value of GeneFab Economic Share, $2.9 million for depreciation and $1.2 million for stock-based compensation expense. Other material changes were comprised of $10.9 million decrease in GeneFab prepaid expenses, $1.1 million decrease in prepaid expenses and other assets, $0.1 million increase in other liabilities, net of current portion, offset by $3.1 million decrease in accounts payable and accrued expenses and $3.0 million decrease in operating lease liabilities.
Previous wording
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.
Current wording
For the nine months ended September 30, 2025, net cash used in investing activities of $0.2 million was primarily due to purchases of property and equipment.
Previous wording
For the six months ended June 30, 2024, net cash used in investing activities was nominal.
Current wording
For the nine months ended September 30, 2024, net cash provided by investing activities was nominal.
Previous wording
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.
Current wording
For the nine months ended September 30, 2025, net cash provided by financing activities was $0.7 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 $0.7 million, offset by the payment of issuance costs of $2.5 million.
Previous wording
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 millionas 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. Our 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 our business and raising capital, there can be no assurance that our efforts will be successful. Moreover, no assurance can be given that management’s actions will result in raising additional financing or profitable operations.
Current wording
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$12.2 millionas of September 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. Our continued existence is dependent upon management’s ability to raise capital, collect amounts owed to us under existing agreements and ultimately develop profitable operations. While management is devoting substantially all of its efforts to developing our business, raising capital and collecting amounts owed to us under existing agreements, there can be no assurance that our efforts will be successful. Moreover, no assurance can be given that management’s actions will result in raising additional financing or profitable operations.
Previous wording
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.
Current wording
There were no other material changes outside of the ordinary course of business in our contractual obligations as of September 30, 2025, from those as of December 31, 2024 as reported in our Annual Report.
Previous wording
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.
Current wording
For the nine months ended September 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.
Previous wording
We expect to remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Dynamics Initial Public Offering (“IPO”) (which occurred on May 25, 2021), (b) in which we have total annual revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter and our net sales for the year exceed $100 million; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding, rolling three-year period.
Current wording
We expect to remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Dynamics Initial Public Offering (“IPO”) (which occurred on May 25, 2021), (b) in which we have total annual revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter and our net sales for the year exceed
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Termination of Chardan Common Stock Purchase Agreement
Current report — wording carried from elsewhere
Investigator Sponsored Trial, enrollment has been stopped. We are evaluating next steps with SENTI-301A/SN301A as part of ongoing pipeline prioritization.
Current report — wording carried from elsewhere
$100 million; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding, rolling three-year period.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Board and as a member of the Nominating and Corporate Governance Committee and the Compensation Committee of the Board.
Previous report — wording carried elsewhere
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.