Senti Biosciences, Inc.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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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$0.14-11.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Schedule/Form | File No. | Exhibit | Filing Date |
| 2.1^ | Business Combination Agreement, dated as of December 19, 2021, by and among Dynamics Special Purpose Corp., Explore Merger Sub, Inc. and Senti Biosciences, Inc. (attached as Annex A to the Registration Statement). | S-4/A | 333-262707 | 2.1 | May 10, 2022 |
| 2.2^ | Amendment No. 1 to Business Combination Agreement, dated as of February 12, 2022, by and among Dynamics Special Purpose Corp., Explore Merger Sub, Inc. and Senti Biosciences, Inc. (attached as Annex AA to the Registration Statement). | S-4/A | 333-262707 | 2.2 | May 10, 2022 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Schedule/Form | File No. | Exhibit | Filing Date |
| 2.3^ | Amendment No. 2 to Business Combination Agreement, dated as of May 19, 2022, by and among Dynamics Special Purpose Corp., Explore Merger Sub, Inc. and Senti Biosciences, Inc. | 8-K | 001-40440 | 2.1 | May 24, 2022 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Senti Biosciences, Inc. | 8-K | 001-40440 | 3.1 | June 15, 2022 |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Senti Biosciences, Inc. (Officer Exculpation Amendment) | 8-K | 001-40440 | 3.1 | July 12, 2024 |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Senti Biosciences, Inc. (Reverse Stock Split Amendment) | 8-K | 001-40440 | 3.1 | July 17, 2024 |
| 3.4 | Amended and Restated Bylaws of Senti Biosciences, Inc. | 8-K | 001-40440 | 3.2 | June 15, 2022 |
| 3.5 | Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock of Senti Biosciences, Inc. | 8-K | 001-40440 | 3.1 | December 2, 2024 |
| 4.1 | Specimen Common Stock Certificate. | 8-K | 001-40440 | 4.1 | July 14, 2024 |
| 4.2 | Form of Common Stock Warrant | 8-K | 001-40440 | 3.1 | December 2, 2024 |
| 4.3 | Description of Securities | 10-K | 001-40440 | 4.3 | March 20, 2025 |
| 10.1 | Note Subscription Agreement by and among Senti Biosciences, Inc., Dynamics Special Purpose Corp. and Bayer HealthCare LLC, dated as of May 19, 2022. | 8-K | 001-40440 | 10.1 | May 24, 2022 |
| 10.2+ | Senti Biosciences, Inc. 2016 Stock Incentive Plan, as amended, and forms of award agreements thereunder. | S-4 | 333-262707 | 10.2 | February 14, 2022 |
| 10.3+ | Senti Biosciences, Inc. 2022 Amended and Restated Equity Incentive Plan and forms of award agreements thereunder. | 8-K | 001-40440 | 10.1 | March 10, 2025 |
| 10.4+ | Senti Biosciences, Inc. 2022 Employee Stock Purchase Plan. | 10-Q | 001-40440 | 10.4 | August 15, 2022 |
| 10.5+ | Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers. Combination. | S-4/A | 333-262707 | 10.5 | May 10, 2022 |
| 10.6+ | Employee Offer Letter, by and between Timothy Lu and Senti Biosciences, Inc., dated December 27, 2018. | S-4 | 333-262707 | 10.6 | February 14, 2022 |
| 10.7 | Lease, by and between Britannia Biotech Gateway Limited Partnership and Senti Biosciences, Inc., dated July 17, 2018. | S-4 | 333-262707 | 10.10 | February 14, 2022 |
| 10.8 | First Amendment to Lease, by and between Britannia Biotech Gateway Limited Partnership and Senti Biosciences, Inc., dated May 8, 2019. | S-4 | 333-262707 | 10.11 | February 14, 2022 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Schedule/Form | File No. | Exhibit | Filing Date |
| 10.9 | Second Amendment to Lease, by and between Britannia Biotech Gateway Limited Partnership and Senti Biosciences, Inc., dated June 17, 2020. | S-4 | 333-262707 | 10.12 | February 14, 2022 |
| 10.10† | Research and Development and Laboratory Lease Agreement, by and between 1430 Harbor Bay Pkwy LLC and Senti Biosciences, Inc., dated June 3, 2021. | 10-K | 001-40440 | 10.13 | March 22, 2023 |
| 10.11† | Patent License Agreement by and between the U.S. Department of Health and Human Services, as represented by the National Cancer Institute, and Senti Biosciences, Inc., dated July 20, 2020. | S-4 | 333-262707 | 10.14 | February 14, 2022 |
| 10.12† | Patent License Agreement by and between the U.S. Department of Health and Human Services, as represented by the National Cancer Institute, and Senti Biosciences, Inc., dated February 5, 2021. | S-4 | 333-262707 | 10.15 | February 14, 2022 |
| 10.13† | Research Collaboration and License Agreement by and between Spark Therapeutics, Inc. and Senti Biosciences, Inc., dated April 9, 2021. | S-4 | 333-262707 | 10.16 | February 14, 2022 |
| 10.14† | Patent License Agreement by and between the U.S. Department of Health and Human Services, as represented by the National Cancer Institute, and Senti Biosciences, Inc., dated May 17, 2021. | S-4 | 333-262707 | 10.17 | February 14, 2022 |
| 10.15† | Collaboration and Option Agreement by and between BlueRock Therapeutics, LP and Senti Biosciences, Inc., dated May 21, 2021. | S-4 | 333-262707 | 10.18 | February 14, 2022 |
| 10.16 | Investor Rights and Lock-up Agreement. | 8-K | 001-40440 | 10.4 | June 15, 2022 |
| 10.17+ | Senti Biosciences, Inc. Amended and Restated 2022 Inducement Plan and forms of award agreements thereunder. | S-8 | 333-285655 | 10.30 | March 7, 2025 |
| 10.18 | Registration Rights Agreement dated as of August 31, 2022, by and between Senti Biosciences, Inc. and Chardan Capital Markets LLC. | 8-K | 001-40440 | 10.2 | September 1, 2022 |
| 10.19+ | Amended and Restated Non-Employee Director Compensation Policy. | 8-K | 001-40440 | 10.3 | March 10, 2025 |
| 10.20+ | Consulting Agreement between Senti Biosciences, Inc. and David Epstein. | 10-Q | 001-40440 | 10.2 | November 10, 2022 |
| 10.21+ | Severance and Change in Control Agreement between the Company and Tim Lu. | 10-Q | 001-40440 | 10.5 | November 10, 2022 |
| 10.22† | Amendment No. 1 to the Research and License Agreement between Spark Therapeutics, Inc. and Senti Biosciences, Inc., dated December 8, 2022. | 10-K | 001-40440 | 10.32 | March 22, 2023 |
| 10.23† | Side Letter between BlueRock Therapeutics, LP and Senti Biosciences, Inc., dated February 3, 2023. | 10-K | 001-40440 | 10.33 | March 22, 2023 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number · Description · Schedule/Form · File No. · Exhibit · Filing Date | ||||||
| 10.24 | Scientific Advisory Board Agreement between Senti Biosciences, Inc. and James Collins. | 10-K | 001-40440 | 10.34 | March 22, 2023 | |
| 10.25+ | Employee Offer Letter by and between Kanya Rajangam and Senti Biosciences, Inc., dated May 10, 2022. | 10-Q | 001-40440 | 10.1 | May 9, 2023 | |
| 10.26† | Amendment No. 2 to the Research and License Agreement between Spark Therapeutics, Inc. and Senti Biosciences, Inc., dated May 12, 2023. | 10-Q | 001-40440 | 10.1 | August 11, 2023 | |
| 10.27† | Framework Agreement by and among Senti Biosciences, Inc., GeneFab, LLC and Valere Bio, Inc., dated August 7, 2023. | 10-Q | 001-40440 | 10.1 | November 14, 2023 | |
| 10.28† | Seller Economic Share Agreement by and among Senti Biosciences, Inc., GeneFab, Inc and Valere Bio, Inc., dated August 7, 2023. | 10-Q | 001-40440 | 1 | 10.2 | November 14, 2023 |
| 10.29† | Development and Manufacturing Services Agreement by and between Senti Biosciences, Inc. and GeneFab, LLC dated August 7, 2023. | 10-Q | 001-40440 | 10.3 | November 14, 2023 | |
| 10.30† | Sublease Agreement by and between Senti Biosciences, Inc. and GeneFab, LLC dated August 7, 2023. | 10-Q | 001-40440 | 10.4 | November 14, 2023 | |
| 10.31† | Option Agreement by and between Senti Biosciences, Inc. and GeneFab, LLC, dated August 7, 2023. | POS-AM (on S-1) | 333-265873 | 10.8 | November 1, 2023 | |
| 10.32† | Collaboration and Option Agreement by and between Senti Biosciences, Inc., and Celest Therapeutics (Shanghai) Co. Ltd., dated November 6, 2023. | 10-K | 001-40440 | 10.41 | March 21, 2024 | |
| 10.33# | Amended and Restated ChEF Purchase Agreement, by and between Chardan Capital Markets LLC and Senti Biosciences, Inc., dated July 16, 2024 | 8-K | 001-40440 | 10.1 | July 16, 2024 | |
| 10.34# | Sublease Agreement by and between the Company and GeneFab, LLC, dated as of May 7, 2024. | 10-Q | 001-40440 | 10.1 | August 13, 2024 | |
| 10.35 | Consulting Agreement by and between the Company and Yvonne Li, effective as of May 1, 2024. | 10-Q | 001-40440 | 10.4 | August 13, 2024 | |
| 10.36^ | Sublease Agreement by and among the Company, BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc., dated as of September 23, 2024. | 10-Q | 001-40440 | 10.2 | November 14, 2024 | |
| 10.37^ | Storage License Agreement by and among the Company, BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc., dated as of September 23, 2024. | 10-Q | 001-40440 | 10.3 | November 14, 2024 | |
| 10.38^ | Securities Purchase Agreement, dated December 2, 2024, by and among Senti Biosciences, Inc. and the purchasers named therein. | 8-K | 001-40440 | 10.1 | December 2, 2024 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Schedule/Form | File No. | Exhibit | Filing Date |
| 10.39^ | Registration Rights Agreement, dated December 2, 2024 by and among Senti Biosciences, Inc., and the investors named therein. | 8-K | 001-40440 | 10.2 | December 2, 2024 |
| 10.40 | Designation Agreement, dated December 2, 2024, by and between Senti Biosciences, Inc., and Celadon Partners SPV 24. | 8-K | 001-40440 | 10.3 | December 2, 2024 |
| 10.41 | Designation Agreement, dated December 2, 2024, by and between Senti Biosciences, Inc., and New Enterprise Associates 15, L.P. | 8-K | 001-40440 | 10.4 | December 2, 2024 |
| 10.42 | Form of Performance Stock Unit Award Agreement. | 10-K | 001-40440 | 10.42 | March 20, 2025 |
| 10.43 | Amended and Restated Development and Manufacturing Services Agreement between Senti Biosciences, Inc. and GeneFab, LLC dated December 10, 2024 | 10-K | 001-40440 | 10.43 | March 20, 2025 |
| 10.44 | Amendment No. 1 to Framework Agreement by and among Senti Biosciences, Inc., Valere Bio, Inc. and GeneFab, LLC dated December 10, 2024 | 10-K | 001-40440 | 10.44 | March 20, 2025 |
| 10.45 | Amendment No. 1 to Option Agreement between Senti Biosciences, Inc. and Celadon Partners SPV XVI dated December 10, 2024 | 10-K | 001-40440 | 10.45 | March 20, 2025 |
| 10.46+ | Consulting Agreement by and between the Company and Yvonne Li, effective as of February 5, 2025 | 10-Q | 001-40440 | 10.1 | May 6, 2025 |
| 16.1 | Letter from Marcum LLC to the SEC | 8-K | 001-40440 | 16.1 | June 15, 2022 |
| 19.1 | Insider Trading Policy | 10-K | 001-40440 | 19.1 | March 20, 2025 |
| 21.1 | List of Subsidiaries | 8-K | 001-40440 | 21.1 | June 15, 2022 |
| 23.1* | Consent of KPMG LLP, Independent Registered Public Accounting Firm (ID 185) | ||||
| 24.1* | Power of Attorney (included on the signature page to the Annual Report on Form 10-K which forms part of this Annual Report on Form 10-K). | ||||
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Schedule/Form | File No. | Exhibit | Filing Date |
| 32.2** · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 97.1 | Senti Biosciences, Inc. Compensation Recovery Policy | 10-K | 001-40440 | 97 | March 21, 2024 |
| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104* | The cover page for the Company’s Annual Report on Form 10-K has been formatted in Inline XBRL and contained in Exhibit 101. | ||||
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. |
| ^ | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
| † | Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that the information is both not material and is the type that the registration treats as private or confidential. |
| + | Indicates management contract or compensatory plan. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.