Senti Biosciences, Inc.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 27, 2026
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-K
Period ended 2024-12-31; filed 2025-03-20.
0001854270-25-000042
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-27.
0001628280-26-021580
Item 7. 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 169 previous paragraphs and 172 current paragraphs.
85 unchanged; 32 reworded; 54 added; 51 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 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 (54)
Current report
Board Composition
Current report
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. Mr. 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.
Current report
Audit Committee Appointment
Current report
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.
Current report
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.
Current report
GeneFab Sublease Default
Current report
Our 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”). On August 27, 2023, we entered into a sublease with GeneFab to sublease the facility included in the Alameda lease, expiring in September 2032 (the “Alameda Sublease”). On June 12, 2024, we entered into a sublease with GeneFab for a portion of the Company’s HQ lease (the “GeneFab HQ Sublease”). The Alameda Sublease and the GeneFab HQ Sublease are collectively referred to as the “GeneFab Sublease”. As of December 31, 2025, GeneFab was in default under the Alameda Sublease and GeneFab HQ Sublease (“Sublease Default”).
Current report
Alameda Lease Default
Current report
In September 2025, the Company received a notice of default from the landlord of the Alameda lease, and the Company was in default (the “Default”) for nonpayment of rent in the amount of approximately $0.4 million. As of December 31, 2025, the nonpayment of rent for the Alameda lease was $1.7 million. As of December 31, 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.
Current report
Lease Amendment and Cure of Default
Current report
On March 17, 2026, we entered into a First Amendment to Lease (the “Lease Amendment”) for the Alameda Facility with landlord, pursuant to which the Default was cured.
Current report
Pursuant to the Lease Amendment, we reduced the leased premises from approximately 92,000 rentable square feet to approximately 46,000 rentable square feet. The Lease Amendment also reduces our future base rent obligations for the remaining term of the lease and modifies certain cost-sharing arrangements with respect to operating expenses, taxes, and utilities.
Current report
In connection with the Lease Amendment, the Landlord is entitled to draw $2.0 million under our existing letter of credit, and the required letter of credit for the remainder of the lease term was reduced to approximately $0.8 million.
Current report
Sublease Amendments and cure of Sublease Default
Current report
On March 9, 2026, we signed an agreement to accelerate the end of the HQ sublease (“HQ Sublease Amendment”), effective March 31, 2026. As part of this agreement, GeneFab paid all past rent due to us for the HQ sublease.
Current report
Additionally, in connection with the Lease Amendment, on March 17, 2026, we entered into a First Amendment to Sublease (the “Alameda Sublease Amendment”) related to the Alameda Facility with GeneFab and the landlord, pursuant to which GeneFab paid cash for certain outstanding, overdue rent amounts and agreed to provide prepaid manufacturing credits to Senti for the remaining outstanding, overdue rent payments.
Current report
Pursuant to the Alameda Sublease Amendment, the subleased premises were reduced to approximately 46,000 rentable square feet. The Alameda Sublease Amendment revised the base rent, operating expenses, taxes and utilities owed by GeneFab under the Alameda Sublease Amendment to equal the amounts owed by us under the Lease Amendment.
Current report
In addition, GeneFab agreed to pay a $1.0 million Reduction Fee (the “Reduction Fee”) to the Landlord pursuant to the terms and conditions of the Consent Amendment. Pursuant to the HQ Sublease Amendment and the Alameda Sublease Amendment, the GeneFab Sublease Default was cured.
Current report
Landlord Consent Amendment
Current report
In connection with the Lease Amendment and Alameda Sublease Amendment, on March 17, 2026, we entered into a First Amendment to Landlord’s Consent to Sublease (the “Consent Amendment”). Pursuant to the Consent Amendment, the Landlord consented to the Sublease Amendment in exchange for payment of the Reduction Fee by us or GeneFab.
Current report
GeneFab Letter Agreement
Current report
In connection with the Lease Amendment, Alameda Sublease Amendment and Consent Amendment, on March 17, 2026, we entered into the GeneFab Letter Agreement (the “GeneFab Letter Agreement”).
Current report
The GeneFab Letter Agreement provides back rent payment of $1.4 million that may be satisfied, in whole or in part, through a cash prepayment credit to be applied toward work or services to be performed by GeneFab for us under the 2024 Amended and Restated DMSA, and that we may access such prepayment credit immediately and any unused portion of such amount must be paid in immediately available funds by GeneFab to us by September 1, 2026.
Current report
The GeneFab Letter Agreement further provides that we may access $2.0 million as a prepayment credit to be applied toward work or services to be performed by GeneFab for us under the 2024 Amended and Restated DMSA beginning September 1, 2026. This prepayment credit represents a portion of the agreed-upon settlement of past-due sublease rent. GeneFab’s failure to perform its obligations with respect to the outstanding rent or the $2.0 million amount constitutes an immediate event of default under the Amended Sublease. The GeneFab Letter Agreement terminates automatically once the applicable prepayment credits have been fully applied.
Current report
Collaboration Revenue - Related Party
Current report
We currently have no products approved for sale, and we have never generated any revenue from the sale of any products. For the year ended December 31, 2025, collaboration revenue related to an option exercise period extension fee under our Collaboration and Option Agreement (“BlueRock Agreement”) with BlueRock Therapeutics LP (“BlueRock”) and was recognized ratably over the extension period. BlueRock is a related party to us. Refer to Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 12 — Related Parties” in this Annual Report for details.
Current report
For the year ended December 31, 2025, impairment of long-lived assets of $5.1 million relates to the impairment of the asset group associated with the Alameda Sublease. For the year ended December 31, 2024, impairment of long-lived assets of $0.3 million relates to the impairment of asset group associated with the GeneFab HQ Sublease. Refer to Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 5 — Operating Leases” in this Annual Report for details.
Current report
Other Income (expense), net
Current report
Interest Income
Current report
Other income, net - related party
Current report
Other income, net - related party primarily consists of late fees and interest charges assessed to GeneFab in connection with its failure to make timely payments under the GeneFab Sublease.
Current report
Other income, net
Current report
Other income, net 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
Collaboration revenue - related party. For the year ended December 31, 2025, collaboration revenue related to an option exercise period extension fee under the BlueRock Agreement with a related party and was recognized ratably over the extension period. Refer to Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 12 — Related Parties” in this Annual Report for details.
Current report
Impairment of Long-lived assets. For the year ended December 31, 2025 and 2024, impairment of long-lived assets was $5.1 million and $0.3 million, respectively. Refer to Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 5 — Operating Leases” in this Annual Report for details.
Current report
Interest income. The decrease of less than $0.1 million was due to average cash balances movement.
Current report
GeneFab sublease income - related party. The decrease of $1.0 million was primarily due to our assessment of collectability and the impact of the lease and sublease amendments described in Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 15 — Subsequent Event” in this Annual Report.
Current report
Other income, net - related party. The increase in other income - related party of $0.2 million was due to late fees and interest charges assessed to GeneFab in connection with its failure to make timely payments under the GeneFab Sublease.
Current report
Other income, net. The increase in other income of $0.7 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
Change in fair value of contingent earnout liability. We no longer have contingent earnout liability as of December 31, 2025.
Showing the first 40 of 54 passages. Open the source sections for the rest.
Removed paragraphs (51)
Previous report
On August 7, 2023, we completed a transaction with GeneFab and Valere Bio, GeneFab’s parent company which is wholly owned by Celadon. GeneFab is a contract manufacturing and synthetic biology biofoundry focused on next-generation cell and gene therapies. We sold, assigned and transferred rights, title and interest in certain of our assets and contractual rights, including all of our equipment at our facilities in Alameda and certain of our intellectual property related to the schematics for and design of the Alameda facility. We subleased our recently constructed 92,000 square foot current good manufacturing practice facility in Alameda, California to GeneFab which will support the clinical manufacturing of our CAR-NK programs, including SENTI-202. The transaction 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. In connection with the transaction, we were entitled to receive total consideration of $37.8 million before the end of 2025, 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 $18.9 million was waived by the parties as part of an amendment to the Framework Agreement that was entered into in connection with our private placement transaction announced in December 2024, in which Celadon participated.
Previous report
We also agreed to grant a license to GeneFab under certain of our intellectual property rights to conduct manufacturing services and to research, develop, manufacture and commercialize products pursuant to a license agreement under negotiation.
Previous report
GeneFab was provided an option, which was subsequently transferred to Celadon, to purchase up to 1,963,344 shares (i.e. up to $20.0 million worth) of our common stock at an exercise 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 our outstanding shares of common stock as of the closing date of the transaction.
Previous report
As additional consideration for the transaction, we entered into a seller economic share agreement with GeneFab (“GeneFab Economic Share”), pursuant to which we will be entitled to receive ten percent of the realized gains of GeneFab’s parent company arising and resulting from any cash or in-kind distributions from GeneFab in connection with a dividend or sale event, subject to the terms and conditions of the GeneFab Economic Share.
Previous report
As the assets and contractual rights transferred to GeneFab were determined to constitute a business as defined in ASC 805, Business Combinations, we accounted for the disposal by applying the derecognition guidance in ASC 810, Consolidations, which requires that a gain or loss be recognized for the difference between the carrying value of the assets sold and the fair value of the consideration received (or receivable). In connection with the sale, we recognized a gain on disposal in the amount of $21.9 million in net income from discontinued operations during the year ended December 31, 2023, representing the excess of the fair value of the consideration received and receivable (net of the portion allocated to the GeneFab Option) over the carrying value of the assets sold. The gain on disposal was primarily related to the grant of the non-oncology license to GeneFab which had no carrying value.
Previous report
In accordance with ASC 205, Presentation of Financial Statements, we determined that the disposal of the non-oncology business, including the equipment and transfer of in-house manufacturing services in the Alameda facility, represented a strategic shift that will have a major effect on our operations and financial results, thus meeting the criteria to be reported as discontinued operations. We have chosen not to segregate the cash flows of the disposed business in the consolidated statements of cash flows. Supplemental disclosures related to discontinued operations for the statements of cash flows have been provided in Note 3. GeneFab Transactionto our consolidated financial statements. Unless otherwise specified, the results of operations refer to continuing operations only.
Previous report
In November 2023, the Company entered into a Collaboration and Option Agreement with Celest Therapeutics. Subject to the terms and conditions of the Agreement, the Company and Celest will enter into a collaboration under which Celest will lead a pilot trial of a candidate product for our SENTI-301A program in mainland China, with certain technical support from the Company. In addition, the Company agreed to grant an exclusive option to enter a license agreement with Celest to research, develop, manufacture and commercialize SENTI-301A in mainland China, Hong Kong, Macau, and Taiwan. Outside of these jurisdictions, the Company would retain its rights in the SENTI-301A program. Pursuant to the Agreement, and beginning with the exercise of the option and entering into a license agreement, the Company may become eligible to receive certain option exercise fee and milestone payments, in an aggregate amount of $156 million, as well as certain tiered royalty payments. In December 2024, the first patient was dosed into the pilot trial of SN301A.
Previous report
In January 2024, we announced a strategic plan to streamline business operations and focus our resource allocation to investment on clinical development of SENTI-202, for which an Investigational New Drug (“IND”) application was cleared by the U.S. Food and Drug Administration (“FDA”) in December 2023, and on the partnership of our SENTI-301A program in China with Celest.
Previous report
On July 17, 2024, we filed a Certificate of Amendment to Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, pursuant to which the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of our issued and outstanding common stock. The Reverse Stock Split became effective as of 5:00 p.m. (Eastern Time) on July 17, 2024, and our common stock began trading on a split- adjusted basis on the Nasdaq Capital Market at the market open on July 18, 2024.
Previous report
On August 2, 2024, we received notification from Nasdaq that for ten consecutive business days, the closing bid price of the Company’s common stock was at least $1.00 per share, and accordingly, we regained compliance with the Bid Price Rule, and that the matter is now closed.
Previous report
On August 3, 2024, we 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 us upon achievement of milestones that are primarily based on patient enrollment in our related clinical trial. On August 15, 2024, in connection with the execution of the CIRM Grant, we received the first payment from CIRM in the amount of $2.4 million. On November 1, 2024, we received a $2.5 million payment from CIRM in relation to the first milestone which we achieved in August 2024. Refer to Note 8. CIRM Grant for additional details regarding the CIRM grant and related milestone payments.
Previous report
On September 23, 2024, we entered into a sublease agreement with BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc. to sublease a portion of our corporate headquarter premises in South San Francisco. The sublease commenced on October 7, 2024, the date when the subtenants gained access to the premises, and will expire on April 30, 2027. Total sublease income to be earned from this operating lease, in aggregate, will be approximately
Previous report
$1.0 million over the term of the sublease agreement. Refer to Note 6. Operating Leases, in the footnotes to the consolidated financial statements included in this Form 10-K for further details of the sublease.
Previous report
On December 2, 2024, we entered into a securities purchase agreement with certain investors in which the we 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, is convertible into 1,000 shares of Common Stock. Each Warrant has an exercise price per share of $2.30. The Warrants are exercisable at any time on or after the Stockholder Approval and on or prior to the five-year anniversary of the original issuance date. A holder of a Warrant may not exercise the Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of the common stock outstanding immediately after giving effect to such exercise. A holder of a Warrant may increase or decrease this percentage not in excess of 45.00% by providing at least 61 days’ prior notice to the Company. The Company intends to use the net proceeds from the Offering for working capital purposes, general corporate purposes, other research and development activities and to advance its SENTI-202 program.
Previous report
The investors are venture capital and other institutional investment funds. The investors include entities affiliated with New Enterprise Associates, Inc. (“NEA”), which is associated with a member of our Board of Directors and is a holder of more than 5% of our outstanding capital stock, as well as entities affiliated with Bayer Healthcare, LLC, which is also holder of more than 5% of our outstanding capital stock, and Celadon Partners, the parent company of GeneFab, a related party of ours.
Previous report
On December 9, 2024, we closed the initial tranche of 16,713 shares of Series A redeemable convertible preferred stock and Warrants to purchase 25,069,500 shares of common stock. The gross proceeds of the initial issuance of Series A redeemable convertible preferred stock and Warrants totaled approximately $37.6 million, before deducting fees to be paid to the placement agent of the Company and other offering expenses payable by the Company. The fees to be paid to the placement agent were $1.5 million. Additionally, pursuant to the terms of the Securities Purchase Agreement, a certain investor has 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 (the “Preferred Stock Tranche Liability”), for gross proceeds of up to $10.0 million.
Previous report
On December 31, 2024, we closed the Preferred Stock Tranche Liability of 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock for gross proceeds of $10.0 million. The Company intends to use the net proceeds from the Offering for working capital purposes, general corporate purposes, other research and development activities and to advance its SENTI-202 program.
Previous report
On March 17, 2025, the Company provided notice to Chardan that it was terminating the A&R Purchase Agreement.
Previous report
Total Revenue
Previous report
We currently have no therapeutic products approved for sale, and we have never generated any revenue from the sale of any therapeutic products. Total revenue consists of contract revenue related to research services provided to customers and grant income which is research funding received from grants.
Previous report
Our ability to generate product revenues will depend on our partners’ ability to replicate our results and the successful development and eventual commercialization of our product candidates, which we do not expect for the foreseeable future, if ever. We may also look to generate revenue from collaboration and license agreements in the future.
Previous report
Our research and development expenses related to the assets sold to GeneFab are included in discontinued operations.
Previous report
Our general and administrative costs related to the assets sold to GeneFab are included in discontinued operations.
Previous report
Impairment of long-lived assets mainly relates to the impairment of our leasehold improvements for the Alameda facility subleased to GeneFab as a result of our asset group reassessment which triggered a need to perform an impairment analysis following the closing of the GeneFab transaction in August 2023, as well as impairment of lease right-of-use assets as a result of subleasing a portion of our headquarter premises. For the years ended December 31, 2024 and 2023, impairment of long-lived assets was $0.3 million and $26.0 million, respectively.
Previous report
Other Income (Expense)
Previous report
Interest Income, net
Previous report
Net Income (Loss) from Discontinued Operations
Previous report
Net income (loss) from discontinued operations includes the results of our manufacturing and research activities related to the Alameda facility through the disposition date of August 7, 2023.
Previous report
Net income (loss) from discontinued operations is summarized below (in thousands):
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Contract revenue. For the year ended December 31, 2024, we generated no revenue from contracts and license agreements and $2.0 million for the year ended December 31, 2023. The decrease of $2.0 million was primarily due to no services provided under the Spark collaboration agreement in the current year.
Previous report
Grant income. For the years ended December 31, 2024 and 2023, we generated no revenue and $0.6 million from grants, respectively. The decrease of $0.6 million was primarily due to the recognition of revenue related to the SBIR SENTI-202 grant funding which was completed in 2023.
Previous report
Impairment of long-lived assets. Impairment of long-lived assets were $0.3 million and $26.0 million for the years ended December 31, 2024 and 2023, respectively. The decrease of $25.6 million was mainly due to the impairment of our leasehold improvements in 2023 related to the Alameda facility subleased to GeneFab as a result of our asset group reassessment which triggered a need to perform an impairment analysis following the closing of the GeneFab transaction.
Previous report
Interest Income, net. Interest income was $0.9 million and $2.9 million for the years ended December 31, 2024 and 2023, respectively. The decrease of $1.9 million was due to higher average cash balances as well as short-term investments during the majority of 2023 compared to no investments in 2024.
Previous report
Change in fair value of contingent earnout liability. For the years ended December 31, 2024 and 2023, we recognized a non-cash gain of zero and a non-cash gain of $0.2 million, respectively, primarily due to the decrease in the fair value of our common stock.
Previous report
Change in fair value of GeneFab Note Receivable - related party. For the years ended December 31, 2024 and 2023, the change in fair value of GeneFab Note Receivable was a loss of $17.2 million and a gain of $0.6 million, respectively. The decrease of $17.9 million was primarily due to the probability that a suitable license agreement, which was a condition of the Company realizing the GeneFab Note Receivable, would not be signed. Additionally, in December 2024, the receivable was waived by the parties in an amendment to the Framework Agreement in connection with Celadon’s investment in the PIPE.
Previous report
GeneFab sublease income - related party. For the years ended December 31, 2024 and 2023, sublease income was $6.4 million and $2.3 million, respectively. The increase of $4.1 million related to a full year of the sublease to GeneFab for the Alameda facility as well as a portion of our corporate headquarters leased to GeneFab.
Previous report
Net income (loss) from discontinued operations. There was no net income from discontinued operations for the year ended December 31, 2024, compared to net income from discontinued operations of $12.3 million for the year ended December 31, 2023. The decrease was due to there being no discontinued operations in 2024.
Previous report
We have issued 384,313 shares of common stock through December 31, 2024, for aggregate net proceeds of $3.0 million under the Common Stock Purchase Agreement. On March 17, 2025, the Company provided notice to Chardan that it was terminating the A&R Purchase Agreement.
Previous report
The transaction with GeneFab, as described in “Recent Developments” above, 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. We elected to account for the GeneFab Note Receivable under the fair value option and recorded the GeneFab Note Receivable at its fair value of $16.6 million at the closing date of the transaction. The GeneFab Note Receivable was remeasured each reporting period with changes from remeasurement included in other income (expense) in the consolidated statements of operations and comprehensive loss. Refer to Note 4. Fair Value Measurements, in the footnotes to consolidated financial statements included in this Form 10-K elsewhere for further details. In December 2024, the remaining consideration of $18.9 million was waived in connection with the private placement of preferred stock described in “Recent Developments.”
Previous report
The following table sets forth a summary of our cash flows from continuing and discontinued operations for each of the periods indicated (in thousands):
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Reworded paragraphs (32)
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.
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.
Previous wording
We have incurred net losses of $52.8 million and $71.1 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, we had cash and cash equivalents, of $48.3 million and $35.9 million, respectively, and an accumulated deficit of $297.1 million and $244.3 million, respectively. Net cash flows used in operating activities were $41.4 million and $52.4 million during the years ended December 31, 2024 and 2023, respectively. Substantially all of our net losses resulted from costs incurred in connection with our research and development programs, from general and administrative costs associated with our operations, and impairment of the Company’s long-lived assets. We expect to continue to incur significant losses for the foreseeable future.
Current wording
$48.3 million, respectively, and an accumulated deficit of $358.6 million and $297.1 million, respectively. Net cash flows used in operating activities were $43.4 million and $41.4 million for the years ended December 31, 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.
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•incur additional legal, accounting, or other expenses in operating our business, including the additional costs associated with operating as a public company.
Current wording
•incur additional legal, accounting, or other expenses in operating our business, including costs associated with operating as a public company.
Previous wording
As of March 20, 2025, the issuance date of the consolidated financial statements for the year ended December 31, 2024, the Company concluded that substantial doubt existed about the Company’s ability to continue as a going concern beyond twelve months from the issuance date of the annual consolidated financial statements. In light of these concerns, our independent registered public accounting firm included in its opinion for the year ended December 31, 2024 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern beyond twelve months from March 20, 2025.
Current wording
As of March 27, 2026, the issuance date of the consolidated financial statements for the year ended December 31, 2025, we concluded that substantial doubt continued to exist about our ability to continue as a going concern beyond 12 months from the issuance date of the annual consolidated financial statements. In light of these concerns, our independent registered public accounting firm included in its opinion for the year ended December 31, 2025 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern beyond 12 months from March 27, 2026.
Previous wording
Research and development costs consist primarily of costs incurred for the discovery, preclinical and clinical development of our product candidates, which include:
Current wording
Research and development costs consist primarily of costs incurred for the discovery, and preclinical and clinical development of our product candidates, which include:
Previous wording
•the cost to develop our manufacturing process and manufacturing product candidates for use in our research, preclinical studies and clinical trials, including under agreements with third parties, such as consultants, contractors and CMOs;
Current wording
•the cost to develop our manufacturing process and manufacturing product candidates for use in our research, preclinical studies and clinical trials, including under agreements with third parties, such as consultants, contractors and third-party contract manufacturing organizations, or CMOs;
Previous wording
We have not historically tracked research and development expenses by program, with the exception of third-party research projects. Our internal resources, employees and infrastructure are not directly tied to any one research or product candidate project and are typically deployed across multiple projects. As such, we do not maintain information regarding these costs incurred for these early-stage research and product candidate discovery programs on a project-specific basis.
Current wording
We have not historically tracked research and development expenses by program, with the exception of third-party research projects. Our internal resources, employees and infrastructure are not directly tied to any one research project or product candidate and are typically deployed across multiple projects. As such, we do not maintain information regarding these costs incurred for these early-stage research and product candidate discovery programs on a project-specific basis.
Previous wording
Research and development expenses from our continuing operations consisted of the following (in thousands):
Current wording
Research and development expenses consisted of the following:
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General and administrative expenses from our continuing operations consisted of the following (in thousands):
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General and administrative expenses consisted of the following:
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Interest income, net consists of interest earned on our cash and cash equivalents, restricted cash and short-term investments, if any, held during the year, net of interest expense.
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Interest income consists of interest earned on our cash and cash equivalents, and restricted cash held during the year.
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Sublease Income is primarily comprised of income from our sublease agreements with GeneFab.
Current wording
GeneFab sublease income - related party represents income from our sublease agreements with GeneFab. Amounts are recorded based on our determination of collectability, and the sublease income amounts were deemed probable as of December 31, 2025.
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. Refer to Note 4. Fair Value Measurements, in the footnotes to the consolidated financial statements included in this Form 10-K related to the valuation methodology and assumptions used.
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. The GeneFab Option is exercisable no later than August 7, 2026. As of December 31, 2025 and 2024, we determined that the fair value of the GeneFab Option was zero. Refer to Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 3 — GeneFab Transaction” in this Annual Report for details.
Previous wording
The change in fair value of Preferred Stock Tranche Liability consists of the remeasurement to fair value at each reporting period of the additional closing option given to a certain investor as part of the private placement in December 2024, for which we have determined to be a liability and thus recorded at fair value. Refer to Note 4. Fair Value Measurements, in the footnotes to the consolidated financial statements included in this Form 10-K related to the valuation methodology and assumptions used.
Current wording
The change in fair value of the Preferred Stock Tranche Liability consists of the remeasurement to fair value at each reporting period of the additional closing option given to a certain investor as part of the private placement in December 2024, for which we had determined to be a liability and thus recorded at fair value. On December 31, 2024, we closed the Preferred Stock Tranche Liability of 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock for gross proceeds of $10.0 million. As a result, the Preferred Stock Tranche Liability was no longer subject to fair value measurement for the year ended December 31, 2025.
Previous wording
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. Refer to Note 4. Fair Value Measurements, in the footnotes to the consolidated financial statements included in this Form 10-K related to the valuation methodology and assumptions used.
Current wording
The change in fair value of the GeneFab Economic Share is a result of the change in the equity value of GeneFab and the volatility at each reporting period. As of December 31, 2025 and 2024, we determined that the fair value of the GeneFab Economic Share was zero. Refer to Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 3 — GeneFab Transaction” in this Annual 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. Refer to Note 4. Fair Value Measurements, in the footnotes to the consolidated financial statements included in this Form 10-K related to the valuation methodology and assumptions used. In December 2024, the receivable was waived by the parties in an amendment to the Framework Agreement in connection with Celadon’s investment in the PIPE.
Current wording
The change in fair value of the GeneFab Note Receivable consists of the remeasurement to fair value at each reporting period of the deferred consideration due from GeneFab for which we 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 Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 3 — GeneFab Transaction” in this Annual Report for details.
Previous wording
The following table summarizes our results of operations for the years ended December 31, 2024 and 2023 (in thousands):
Current wording
The following table summarizes our results of operations for the years ended December 31, 2025 and 2024:
Previous wording
Research and development expenses. Research and development expenses were $34.4 million and $32.2 million for the years ended December 31, 2024 and 2023, respectively. The increase of $2.2 million was primarily due to an increase of $7.5 million in external services and supplies offset by a $2.8 million decrease in personnel-related expenses and a $2.5 million decrease in facilities and other expense.
Current wording
Research and development expenses. The increase of $3.2 million was primarily due to an increase of $0.5 million in personnel-related expenses and an increase of $3.0 million in external services and supplies, offset by a decrease of $0.3 million in facilities and other expense.
Previous wording
General and administrative expenses. General and administrative expenses were $26.4 million and $37.2 million for the years ended December 31, 2024 and 2023, respectively. The decrease of $10.8 million was primarily due to a decrease of $14.7 million in personnel-related expenses, which includes a $8.6 million decrease in stock-based compensation expense, partially offset by an increase of $2.7 million in facilities and other expense and an increase of $0.6 million in depreciation and amortization expenses.
Current wording
General and administrative expenses. The decrease of $0.2 million was primarily due to a decrease of $2.2 million external services and supplies, a decrease of $1.1 million in facilities and other, and a decrease of $0.1 million in depreciation and amortization expenses, offset by an increase of $3.1 million in personnel-related expenses.
Previous wording
Change in fair value of GeneFab Option - related party. For the years ended December 31, 2024 and 2023, the change in fair value of GeneFab Option was a gain of $6.3 million and $3.3 million, respectively. The increase of $3.0 million was primarily due to the low probability that a suitable license agreement, which is a condition for the Option to be exercised , would be signed.
Current wording
Change in fair value of GeneFab Option - related party. As of December 31, 2025 and 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. Refer to Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 5 — Operating Leases” in this Annual Report for details.
Previous wording
Change in fair value of Preferred Stock Tranche liability. For the year ended December 31, 2024 the change in fair value of the Preferred Stock Tranche liability was $13.4 million primarily due to the option for a certain shareholder to purchase additional shares at a later date in connection with the private placement of convertible preferred stock. The gain was a result of the remeasurement of the option before the option was exercised.
Current wording
Change in fair value of Preferred Stock Tranche liability. For the year ended December 31, 2024, the change in fair value of the Preferred Stock Tranche liability was $13.4 million due to the option for a certain shareholder to purchase additional shares at a later date in connection with the private placement of convertible preferred stock. The gain was a result of the remeasurement of the option before the option was exercised on December 31, 2024. As a result, the Preferred Stock Tranche Liability was no longer subject to fair value measurement for the year ended December 31, 2025.
Previous wording
Change in fair value of GeneFab Economic Share - related party. For the years ended December 31, 2024 and 2023, the change in fair value of GeneFab Economic Share was a loss of $1.8 million and a nominal gain, respectively. The decrease of $1.8 million was primarily due to the low probability of the events triggering the payment underlying the GeneFab Economic Share.
Current wording
Change in fair value of GeneFab Economic Share - related party. As of December 31, 2025 and 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. Refer to Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 5 — Operating Leases” in this Annual Report for details.
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 December 31, 2024, we had $48.3 million in cash and cash equivalents, and an accumulated deficit of $297.1 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 December 31, 2025, we had $16.4 million in cash and cash equivalents, and an accumulated deficit of $358.6 million.
Previous wording
From inception to December 31, 2024, we raised aggregate gross proceeds of $354.3 million from the Merger and the December 2024 private placement (“PIPE Financing”), the issuance of shares of our common stock, the issuance of shares of our redeemable convertible preferred stock, the issuance of convertible notes, and to a lesser extent, through collaboration agreements and governmental grants.
Current wording
From inception to December 31, 2025, we raised aggregate gross proceeds of $368.6 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.
Previous wording
On August 31, 2022, we entered into the Purchase Agreement with Chardan, which was amended and restated on July 16, 2024 (the “A&R Purchase Agreement”). We sent a termination notice pursuant to the A&R Purchase Agreement on March 17, 2025. 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.
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. 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
The agreement with CIRM, as described in “Recent Developments” above 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. Refer to Note 8. CIRM Grant, in the footnotes to consolidated financial statements included in this Form 10-K elsewhere for further details of the CIRM agreement.
Current wording
The agreement with CIRM, as described in Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 4—Other Financial Statement information” in this Annual Report is expected to provide us in total a grant of $8.0 million, subject to achievement of certain operational milestones. We received an aggregate of $8.0 million and $4.9 million from the CIRM Grant as of December 31, 2025 and 2024, respectively. The CIRM Grant supports the ongoing clinical development of SENTI-202.
Previous wording
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.
Current wording
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 an aggregate of 21,157,000 shares of common stock, at the conversion price of $2.25 per share.
Previous wording
For the year ended December 31, 2023, net cash used in investing activities of $30.1 million was due to $18.0 million in purchases of short-term investments and $12.0 million in purchases of property and equipment.
Current wording
For the year ended December 31, 2025, net cash used in investing activities of $0.2 million was primarily due to purchases of property and equipment.
Previous wording
For the year ended December 31, 2023, net cash provided by financing activities of $0.8 million was primarily due to $0.5 million from issuance of common stock under Common Stock Purchase Agreement and $0.4 million from the issuance of common stock under Employee Stock Purchase Plan (ESPP).
Current wording
For the year ended December 31, 2025, net cash provided by financing activities of $11.8 million was primarily due to net proceeds of $11.2 million from the issuance of common stock related to the ATM Agreement, and $3.1 million received under the CIRM Grant, offset by the payment of issuance costs of $2.5 million
Previous wording
For the year ended December 31, 2024, net cash provided by financing activities of $53.7 million was primarily due to $47.3 million from proceeds of private placement offering net of issuance costs and $4.9 million from proceeds from the CIRM grant.
Current wording
For the year ended December 31, 2024, net cash provided by financing activities of $53.7 million was primarily due to net proceeds of $47.3 million of a private placement offering and $4.9 million in proceeds from the CIRM Grant.
Previous wording
Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates and assumptions on historical experience, known trends and events, and various other factors that are believed to be reasonable and appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Current wording
Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates and assumptions on historical experience, known trends and events, and various other factors that are believed to be reasonable and appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Previous wording
The Company is 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. We will remain a smaller reporting company if (1) the market value of our common stock held by non-affiliates is less than $250 million as of the last business day of the second fiscal quarter, or (2) our annual revenues in our most recent fiscal year completed before the last business day of our second fiscal quarter are less than $100 million and the market value of our common stock held by non-affiliates is less than $700 million as of the last business day of the second fiscal quarter.
Current wording
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. We will remain a smaller reporting company if (1) the market value of our common stock held by non-affiliates is less than $250 million as of the last business day of the second fiscal quarter, or (2) our annual revenues in our most recent fiscal year completed before the last business day of our second fiscal quarter are less than $100 million and the market value of our common stock held by non-affiliates is less than $700 million as of the last business day of the second fiscal quarter.
Previous wording
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, views the Company’s operations and manages the business as a single operating segment, which is the research and development of the Company’s gene circuit platform. Refer to footnote 10. Segment Reporting, for additional information related to operating segment. All long-lived assets are located in the United States. The Company does not currently generate any revenue.
Current wording
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. We and our chief operating decision maker (“CODM”), our Chief Executive Officer, view our operations and manage the business as a single operating segment, which is the research and development of our gene circuit platform.Refer to Item 8. “Consolidated Financial Statements —Notes to Consolidated Financial Statements —Note 14—Segment Reporting” in this Annual Report for additional information related to operating segment. All long-lived assets are located in the United States. We currently have no products approved for sale, and we have never generated any revenue from the sale of any products.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We have incurred net losses of $61.4 million and $52.8 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, we had cash and cash equivalents, of $16.4 million and
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On March 10, 2025, we converted the outstanding shares of Series A redeemable convertible preferred stock into such number of shares of common stock, at the conversion price of $2.25 per share (the “Conversion Price”), subject to the terms and limitations contained in the Certificate of Designation.