Senti Biosciences, Inc.

Note 3. GeneFab Transaction

On August 7, 2023, the Company entered into a framework agreement (“the “GeneFab Framework Agreement”) with GeneFab and Valere Bio, Inc. (“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. The Company subleased to GeneFab its premises under a lease for the Alameda facility (the “Alameda Sublease”), and in June 2024, the Company subleased to GeneFab a portion of the Company’s headquarters’ lease (the “HQ Sublease”). The Alameda Sublease and the HQ Sublease are collectively referred to as the “GeneFab Sublease”. GeneFab is currently in default under the GeneFab Sublease and has not indicated when it will pay the Company the full amount of overdue rent payments. As of September 30, 2025, GeneFab owed the Company $4.7 million in past-due sublease rent payments, of which $1.0 million was received in October 2025. Refer to Note 5. Operating Leases for GeneFab Sublease considerations.

On August 7, 2023, the Company and GeneFab also entered into a development and manufacturing services agreement (“DMSA”), pursuant to which GeneFab will provide certain services to the Company using the subleased Alameda facility and acquired equipment. As part of this transaction, the Company entered into a transition services agreement with GeneFab whereby certain services are to be provided by each party to the other party during a transition period beginning on August 7, 2023 (the “Transition Services Agreement”). The DMSA was amended and restated on December 10, 2024 as described below. GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures (“ASC 850”) Refer to Note 12. Related Parties for GeneFab related party considerations.

GeneFab prepaid expenses - related party

The Company was entitled to $18.9 million in future manufacturing and research activities to be rendered by GeneFab under the services agreement, which was recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets. As of September 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 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 September 30, 2025, $2.1 million of these prepayments were remaining to be amortized against future manufacturing and research activities.

GeneFab Economic Share

The Company and GeneFab entered into a seller economic share agreement (the “GeneFab Economic Share”), pursuant to which the Company will be entitled to receiveten percent of the realized gains of GeneFab’s parent company arising and resulting from any cash or in-kind distributions from GeneFab in connection with a dividend or sale event, subject to the terms and conditions of the GeneFab Economic Share. The Company elected to account for the GeneFab Economic Share under the fair value option in ASC 825, Financial Instruments, 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 September 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Economic Share waszero. 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. Fair Value Measurements.

GeneFab Note Receivable

The total consideration in connection with the transaction was $37.8 million, of which $18.9 million was received by the Company on August 7, 2023 and such payment was netted against prepayment due to GeneFab for future manufacturing and research activities. The remaining $18.9 million was to be paid to the Company in installments in 2024 and 2025 (the “GeneFab Note Receivable”), subject to satisfaction of certain conditions.

The Company elected to account for the GeneFab Note Receivable under the fair value option, and the GeneFab Note Receivable was recorded as an asset in GeneFab receivable - related party on the condensed consolidated balance sheet at its fair value of $16.6 million on August 7, 2023. The GeneFab Note Receivable was remeasured each reporting period with changes from remeasurement included in other income (expense) on the condensed consolidated statements of operations and comprehensive loss.

On December 10, 2024, in connection with the private placement described in further detail in Note 6. Stockholders’ Equity, the Company, GeneFab and Valere entered into an amendment to the GeneFab Framework Agreement, pursuant to which the GeneFab Note Receivable was waived by the parties.

GeneFab Option

GeneFab was granted an option to purchase up to 1,963,344 shares (i.e. up to $20.0 million worth) of the Company’s common stock at a per share purchase price of $10.18670 (the “GeneFab Option”). The GeneFab Option becomes exercisable upon the execution of the license agreement, no later than August 7, 2026. The GeneFab Option may be exercised in installments of common stock equal to no more than 19.9% of the 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, Derivatives and Hedging. 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 September 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option waszero. The GeneFab Option was remeasured each reporting period with changes from remeasurement included in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 10. Fair Value Measurements.

Consolidation and Related Party

The Company determined that GeneFab is a variable interest entity since its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. The Company performed a qualitative analysis to determine if it is the primary beneficiary of GeneFab and determined it does not have the power to direct the significant activities of GeneFab. As a result, the Company determined it is not the primary beneficiary and therefore does not consolidate GeneFab.

GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850. Refer to Note 12. Related Parties for GeneFab related party considerations.

Note 4. Other Financial Statement information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

Property and Equipment, Net

Property and equipment, net consisted of the following:

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

Other Non-current Liabilities

Other non-current liabilities consisted of the following:

CIRM Grant

On August 3, 2024, the Company executed an agreement with California Institute for Regenerative Medicine (“CIRM”) for a total grant award of $8.0 million (“CIRM Grant”) in support of the research project related to the ongoing clinical development of SENTI-202. The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s SENTI-202 clinical trial. Under the terms of the 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 September 30, 2025.

Note 5. Operating Leases

Lessee Accounting

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 ofeight years expiring in 2027, with an option to renew for an additional eight years unless canceled by either party. The Alameda lease has an initial term ofeleven years expiring in 2032, with an option to renew the lease for up totwo additional terms offive years. The exercise of these renewal options is not recognized as part of the right-of-use assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain.

Lease costs are summarized as follows:

(1)Variable lease costs comprise primarily of common area maintenance charges for the operating leases, which is dependent upon usage.

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

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

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

Impairment of Long-lived Assets

As a result of GeneFab being in default under the GeneFab Sublease and not having remitted rent payments in accordance with the contractual terms under the arrangements, the Company identified a triggering event during the three months ended September 30, 2025. Accordingly, the Company performed a recoverability test under ASC 360, Property, Plant, and Equipment, comparing the estimated undiscounted future cash flows expected to be generated by the asset group, which includes the right-of-use asset and related leasehold improvements allocable to the subleased spaces, to the carrying amount of those assets. The analysis indicated that the carrying amount was recoverable, and thereforeno impairment loss was recognized during the three and nine months ended September 30, 2025. The Company will continue to monitor GeneFab’s payment status, collectibility of sublease payments, and other relevant factors that could affect the recoverability of the underlying assets in future periods.

In the comparable prior-year period, the Company identified an impairment indicator related to the HQ lease as a result of entering into subleases for a portion of the headquarters premises. The Company compared the estimated undiscounted future cash flows to the carrying amount of the asset group, which included the right-of-use asset and related leasehold improvements allocable to the subleased space, and concluded that the carrying amount was not recoverable. The fair value of the asset group was then determined using a discounted cash-flow model that incorporated the expected net cash flows for the term of the sublease, including estimated residual cash flows, and an estimated borrowing rate of a market-participant subtenant. As a result, the Company recognized an impairment charge of $0.3 million during the three months ended September 30, 2024.

Lessor Accounting

GeneFab Subleases - Related Party (Note 12)

On August 7, 2023, the Company entered into a sublease with GeneFab to sublease the facility included in the Alameda lease, expiring in September 2032. The facility supports the clinical manufacturing of the Company’s chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202. Total undiscounted payments to be received by the Company over the term of the Alameda lease sublease 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 are approximately $1.3 million.

GeneFab is currently in default under the GeneFab Sublease and has not remitted rent payments in accordance with contractual terms under the arrangements. GeneFab has not indicated when it will provide funds to satisfy its obligations. In evaluating the collectibility of future lease payments, the Company considered various factors, including the tenant’s payment history, current payment status, publicly available information about the tenant’s financial condition, and other relevant information. As of September 30, 2025, GeneFab owed the Company $4.7 million in past-due sublease rent payments, of which $1.0 million was received in October 2025.

During the three months ended September 30, 2025, the Company determined that collectibility of certain rent payments under our related-party sublease with GeneFab were no longer probable in accordance with ASC 842, Leases (“ASC 842”) and that the Company should recognize sublease income only to the extent of cash received. Any sublease income previously recognized in excess of cash collected was reversed in the period collectibility was determined to be not probable.

For the three months ended September 30, 2025, the Company recorded a $3.3 million reversal of previously recognized sublease income in accordance with ASC 842, reducing cumulative sublease income to equal cumulative cash collected. The reversal was recorded against the GeneFab receivable - related party as of September 30, 2025. Following this adjustment, the Company will recognize sublease income on a cash-basis until the full outstanding amount is received and future collectibility again is determined to be probable.

As of both September 30, 2025 and December 31, 2024, the Company had $1.0 million receivable from GeneFab related to the sublease rent payments, which was recorded in GeneFab receivable - related party on the condensed consolidated balance sheets.

Alameda Lease Default

The Company’s obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab. On September 28, 2025, the Company received a notice of default from the landlord of the Alameda lease stating that, as of September 26, 2025, the Company was in default (the “Default”) for nonpayment of rent in the amount of approximately $0.4 million (the “Default Amount”). The Company’s obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab. GeneFab and the Company are currently in discussions with the landlord to cure the Default. As of September 30, 2025, the Alameda lease had not been terminated, and the Company continues to recognize the right-of-use asset and lease liability associated with the Alameda lease.

BKPBIOTECH and JLSA2 Therapeutics Sublease

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 $1.4 million. The sublease contains customary events of default, representations, warranties and covenants.

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

A summary of total sublease income was as follows:

(1)For the three and nine months ended September 30, 2025, an expense of $1.6 million and income of $1.7 million, respectively, was recorded in GeneFab sublease income (expense) - related party on the condensed consolidated statement of operations. For the three and nine months ended September 30, 2025, $0.2 million and $0.6 million of sublease income, respectively, was recorded in other income on the condensed consolidated statement of operations. For the three and nine months ended September 30, 2024, all sublease income was recorded in GeneFab sublease income - related party on the condensed consolidated statement of operations.

Note 6. Stockholders’ Equity

Common Stock

Holders of common stock are entitled toone vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company. Through September 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. Eastern Time on July 17, 2024, the Company filed the Reverse Stock Split Amendment and effected a 1-for-10 reverse stock split of its shares of common stock (the “Reverse Stock Split”). All common stock amounts and references have been retroactively adjusted for all figures presented to reflect this split unless specifically stated otherwise. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would have otherwise been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would have otherwise been entitled multiplied by the closing sales price per share of the common stock (as adjusted for the Reverse Stock Split) on the Nasdaq Capital Market on July 17, 2024, the last trading day immediately preceding the effective time of the Reverse Stock Split. Trading of the Company’s common stock on the Nasdaq Capital Market commenced on a split-adjusted basis as of market open on July 18, 2024, under the existing trading symbol “SNTI.”

2025 ATM Agreement

On March 20, 2025, the Company entered into a Sales Agreement (the “2025 ATM Agreement”) with Leerink Partners LLC (“Leerink Partners”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, up to a maximum aggregate offering price of $17.5 million of its common stock through Leerink Partners as its sales agent. Under the 2025 ATM Agreement, the Company is not obligated to sell any shares, and either party may suspend or terminate the offering of common stock upon notice to the other party and subject to certain conditions. Leerink Partners will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. The Company pays Leerink Partners a commission of equal to 3.0% of the gross proceeds of any common shares sold, and has agreed to reimburse certain fees and disbursements and provide Leerink Partners with customary indemnification and contribution rights. For the nine months ended September 30, 2025, the Company 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.

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. As consideration for Chardan’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the A&R Purchase Agreement, the Company issued 10,000 shares of its common stock to Chardan and paid a $0.4 million document preparation fee, upon execution of the A&R Purchase Agreement. On March 17, 2025, the Company terminated the A&R Purchase Agreement. Prior to termination, the Company issued 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 three and nine months ended September 30, 2025, no shares were issued under the A&R Purchase Agreement. For the three and nine months ended September 20, 2024,3,593 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 designation. Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions.

On December 2, 2024, the Company entered into a securities purchase agreement with certain investors in which the Company agreed to sell, in a private placement (the “Offering”), (i) up to 21,157 shares of Series A redeemable convertible preferred stock, par value $0.0001 per share, for an aggregate offering price of $47.6 million and (ii) accompanying warrants to purchase up to 31,735,500 shares of common stock, par value 0.0001 per share. Each share of Series A redeemable convertible preferred stock will be issued at $2,250.00 per share and, subject to Stockholder Approval (defined below), is convertible into 1,000 shares of common stock. Each Warrant has an exercise price per share of $2.30. The Warrants are exercisable at any time on or after the Stockholder Approval and on or prior to thefive year anniversary of the original issuance date. A holder of a Warrant may not exercise the Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder,9.99%) of the number of shares of the common stock outstanding immediately after giving effect to such exercise. A holder of a Warrant may increase or decrease this percentage not in excess of 45% by providing at least 61 days’ prior notice to the Company.

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 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 hadno redeemable convertible preferred stock authorized or outstanding as of September 30, 2025. As of December 31, 2024, the redeemable convertible preferred stock was summarized as follows:

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

Note 7. Stock-based Compensation

2022 Equity Incentive Plan ( the “2022 EIP”)

On January 1, 2025, the number of shares of common stock reserved for issuance under the 2022 EIP increased by 241,472 shares. On March 6, 2025, the number of shares of common stock available for issuance under the 2022

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 September 30, 2025, the total number of shares of common stock available for issuance under the 2022 Plan is 449,041.

2022 Inducement Plan (the “2022 IN”)

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 September 30, 2025, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 2,122,300.

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

Stock-based Compensation

Total stock-based compensation was as follows:

Note 8. Net Loss Per Share

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted net loss per share is as follows:

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 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):

Note 9. Cash, Cash Equivalents and Restricted Cash

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

(1)As of September 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:

As of September 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.

Note 10. Fair Value Measurements

The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy. There were no transfers between Levels 1, 2, or 3 for any of the periods presented.

Asset Classified as Level 3

GeneFab Economic Share

The fair value of the GeneFab Economic Share is based on significant unobservable inputs. In determining the fair value of the GeneFab Economic Share, the Company used the option pricing method, which allocates total estimated enterprise value to various classes of equity using the Backsolve method. As of September 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Economic Share waszero due to the low probability of the events triggering the payment underlying the GeneFab Economic Share. For the three and nine months ended September 30, 2025, there wasno change in fair value for the GeneFab Economic Share.

Liability Classified as Level 3

GeneFab Option

The fair value of the GeneFab Option is based on significant unobservable inputs. In determining the fair value of the GeneFab Option, the Company used a Black-Scholes option pricing model. As of September 30, 2025 and December 31, 2024, the Company determined that the fair value of the GeneFab Option waszero 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 nine months ended September 30, 2025, there wasno change in fair value for the GeneFab Option.

Note 11. Income Tax

The Company’s income tax provision waszero for each of the three and nine months ended September 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 iszero 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. Based on the Company’s preliminary assessment, the provisions of the OBBBA are not expected to have a material impact on the Company’s condensed consolidated financial statements.

Note 12. Related Parties

New Enterprise Associates, Inc.

New Enterprise Associates, Inc. (“NEA”) held 14.4% and 9.2% of the outstanding shares of the Company’s common stock as of September 30, 2025 and December 31, 2024, respectively. NEA heldone of theeight seats on the Board as of September 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 37.2% of the outstanding andno shares of the Company’s common stock as of September 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 2024. As part of the private placement in December 2024 (Note 6), Donald Tang, a founder and manager of Celadon, was appointed to the Board of the Company. Celadon also was entitled to designate two additional directors to the Board, which were filled upon Feng Hsiung and Bryan Baum being appointed in March 2025 and July 2025, respectively. As of September 30, 2025, Celadon held three of theeight seats on the Board.

Bayer Healthcare LLC

Bayer Healthcare LLC (“Bayer”) held 19.9% and 12.2% of the outstanding shares of the Company’s common stock as of September 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, collaborate in many aspects for the development of 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 athree-year research term. The Company completed the initial research plan and related activities in May 2024. If the Company and BlueRock agree to add new research activities to the research plan, then BlueRock will be obligated to reimburse the Company for the costs and expenses incurred. As of September 30, 2025, Bayer has not exercised its option for a license.

GeneFab

As a result of the transaction with GeneFab (Note 3), GeneFab supports the Company’s clinical manufacturing of our CAR-NK programs, including SENTI-202. GeneFab’s Chief Executive Officer, Philip Lee, Ph.D., was the former Co-Founder and Chief Technology Officer of the Company. The Company determined GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures(“ASC 850”).

The Company recorded the GeneFab Economic Share as an asset, and the GeneFab Option as a liability on the condensed consolidated balance sheets. The Company was entitled for future services from GeneFab and 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 sublease agreements pursuant to which GeneFab subleased the facility included in the Alameda lease and a portion of the Company’s HQ lease. GeneFab is currently in default under the GeneFab Sublease and has not indicated when it will pay the Company the full amount of overdue rent payments. As of September 30, 2025, GeneFab owed the Company $4.7 million in past-due sublease rent payments, of which $1.0 million was received in October 2025. Refer to Note 5. Operating Leases for further discussion of the GeneFab sublease collectibility assessment and income reversal recognized during the period. These sublease arrangements are not expected to represent terms the Company could have obtained from an unrelated third party.

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 September 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 $3.4 million and $3.8 million, respectively, for the three months ended September 30, 2025 and 2024, and $11.1 million for both the nine months ended September 30, 2025 and 2024. Refer to Note 3. GeneFab Transaction.

Note 13. Commitments and Contingencies

In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which the Company is liable in future periods.

Legal Proceedings

The Company is subject to claims and assessments from time to time in the ordinary course of business but does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Indemnification

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its condensed consolidated financial statements. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance.

Note 14. Segment Reporting

The Company views operations and manages the business asone operating and reportable segment, which is the research and development of the Company’s gene circuit platform. The Company’s Chief Operating Decision Maker (the “CODM”), its Chief Executive Officer, manages and allocates resources on a consolidated basis.

As of September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents were $12.2 million and $48.3 million, respectively.

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