Senti Biosciences Holdings, 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 (“Celadon Partners”), 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 Alameda facility and certain of the Company’s non-oncology license rights, intellectual property related to the schematics for and design of the Alameda facility.

The original lease for the Alameda facility was entered into between the Company and 1430 South Loop Owner, LLC (the “Landlord”) in 2021 (the “Alameda Lease”). On August 7, 2023, the Company subleased the Alameda facility to GeneFab in connection with the GeneFab Framework Agreement described above (the “GeneFab Alameda Sublease”). On March 17, 2026, both of the Alameda Lease and GeneFab Alameda Sublease were amended as described in Note 5. Operating Leases.

On August 7, 2023, the Company and GeneFab also entered into a development and manufacturing services agreement (the “DMSA”), pursuant to which GeneFab will provide certain services to the Company using the subleased Alameda facility and acquired equipment. The Company also 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”). On December 10, 2024, in connection with the private placement described in further detail in Note 7. Stockholders’ Equity, the Company and GeneFab entered into an amended and restated DMSA (the “2024 Amended and Restated DMSA”).

On June 12, 2024, the Company subleased to GeneFab a portion of the Company’s HQ Lease as defined in Note 5. Operating Leases, and this sublease is referred to as the “GeneFab HQ Sublease”. On March 9, 2026, the Company signed an agreement to accelerate the end of the GeneFab HQ Sublease (“GeneFab HQ Sublease Amendment”), effective March 31, 2026. Refer to Note 5. Operating Leases for details of the GeneFab HQ Sublease Amendment.

On March 17, 2026, the Company entered into a letter agreement with GeneFab (the “GeneFab Letter Agreement”) in connection with the lease and sublease amendments described in Note 5. Operating Leases. The GeneFab Letter Agreement provides for a $1.4 million back rent payment from GeneFab 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 the Company under the 2024 Amended and Restated DMSA, that the Company may access such prepayment credit immediately and that any unpaid portion must be paid in immediately available funds by September 1, 2026. The GeneFab Letter Agreement further provides that the Company may access $2.0 million as a prepayment credit to be applied toward work or services to be performed by GeneFab for the Company 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 prepayment credit constitutes an immediate event of default under the GeneFab Alameda Sublease Amendment (defined in Note 5). The GeneFab Letter Agreement terminates automatically once the applicable prepayment credits have been fully applied.

GeneFab prepaid expenses - related party

Under the GeneFab Framework Agreement entered into on August 7, 2023, 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 under the DMSA. The $18.9 million was initially recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets in 2023.

On December 10, 2024, the Company agreed to make an additional advance payment of $10.0 million to GeneFab under the 2024 Amended and Restated DMSA, 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 2024 Amended and Restated DMSA.

In March 2026, pursuant to the GeneFab Letter Agreement, $3.4 million of past-due rent related to the GeneFab Alameda Sublease was converted into a prepayment for future manufacturing and research activities under the 2024 Amended and Restated DMSA. The Company accounted for the GeneFab Letter Agreement as a recognized subsequent event and reflected the $3.4 million prepayment in its consolidated balance sheet as of December 31, 2025.

In May 2026, the Company made an additional advance payment of $5.1 million to GeneFab for additional work as part of the 2024 Amended and Restated DMSA.

As of June 30, 2026, $4.9 million of these prepayments were remaining to be amortized against future manufacturing and research activities, which were recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets.

GeneFab Option

On August 7, 2023, GeneFab was granted an option to purchase up to 1,963,344 shares of the Company’s common stock at an exercise price of $10.18670 per share, representing an aggregate exercise price of up to $20.0 million (the “GeneFab Option”). The Company determined that the GeneFab Option was a derivative because certain provisions of the instrument precluded equity classification under ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the GeneFab Option was initially recognized as a liability at its fair value of $9.6 million on August 7, 2023 and was subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

In April 2026, in connection with the Securities Purchase Agreement described in Note 6, Securities Purchase Agreement and the Notes, the Company and Celadon entered into a Termination and Release Agreement pursuant to which the GeneFab Option was terminated. Accordingly, no liability related to the GeneFab Option remained outstanding as of June 30, 2026.

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 performs a qualitative analysis at each reporting date to determine if it is the primary beneficiary of GeneFab. Based on this assessment, the Company has determined that it does not have the power to direct the activities of GeneFab that most significantly impact GeneFab’s economic performance. Accordingly, the Company has concluded that it is not the primary beneficiary and therefore does not consolidate GeneFab. There were no material changes to the Company’s involvement with GeneFab during the three and six months ended June 30, 2026 that would have resulted in a change to this conclusion.

GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures(“ASC 850”). Refer to Note 13. 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 and is required to provide CIRM timely progress and financial update reports.

Under the terms of the CIRM Grant, the Company is obligated to pay royalties and licensing fees based on 0.1% of net commercial revenue of CIRM-funded product candidates or CIRM-funded technology for every $1.0 million of CIRM funding received. These payments would commence upon the first commercial sale of an applicable product and continue for either 10 years from such first commercial sale or until the total royalties paid equal nine times the original CIRM Grant, whichever occurs first. If no CIRM-funded products are commercialized, no royalty or licensing fee payments would be due. As an alternative to revenue sharing, the Company has the option to convert the CIRM Grant to a loan. As of June 30, 2026, the Company has not elected to convert the CIRM Grant to a loan. In the event the Company exercises its right to convert the CIRM Grant to a loan, the Company would be obligated to repay the loan within 10 business days of making such election. Repayment amounts vary dependent upon the phase of clinical development of SENTI-202 at the time of the Company’s election, ranging from 80% to 100% plus interest at 10% plus the 90-day Secured Overnight Financing Rate.

As presented in the table above, the Company received an aggregate of $8.0 million from the CIRM Grant as of both June 30, 2026 and December 31, 2025.

Note 5. Operating Leases

Lessee Accounting

Operating Lease - HQ Lease

For the Company’s corporate headquarters located in South San Francisco, California, the original lease was entered into between the Company and Britannia Biotech Gateway Limited Partnership (the “HQ Landlord”) in 2021, and amended in May 2019 and June 2020 (the “HQ 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 thereafter.

Operating Lease - Alameda Lease

For the Alameda facility, the original lease was entered into between the Company and 1430 South Loop Owner, LLC (the “Alameda Landlord”) in 2021 and amended in March 2026 as described below (the “Alameda Lease”). 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.

On March 17, 2026, the Company and the Alameda Landlord entered into the first amendment to the Alameda Lease (the “Alameda Lease Amendment”). Pursuant to the Alameda Lease Amendment, the Company reduced the leased premises from approximately 92,000 rentable square feet to approximately 46,000 rentable square feet. The Alameda Lease Amendment also reduced the Company’s future base rent obligations for the remaining term of the lease and modified certain cost-sharing arrangements with respect to operating expenses, taxes, and utilities. In connection with the Alameda Lease Amendment, the Alameda Landlord is entitled to draw $2.0 million under the Company’s existing letter of credit, and the required letter of credit for the remainder of the lease term was reduced to approximately $0.8 million. In May 2026, the Alameda Landlord drew the $2.0 million under the Company’s letter of credit.

As of the modification date on March 17, 2026, the Company accounted for the Alameda Lease Amendment as a lease modification under ASC 842. The revised lease payments were discounted using an incremental borrowing rate determined as of the modification date, which reflected the Company’s estimated collateralized borrowing rate over a term consistent with the remaining lease term and incorporated updated market inputs, including treasury rates. The resulting rate was substantially consistent with the rate used for the original Alameda Lease. As a result of the remeasurement, the lease liability decreased by $9.9 million. The decrease in the lease liability resulted in a corresponding $3.1 million reduction to the right-of-use asset, representing the carrying value of the asset immediately prior to the modification. The remaining amount of $6.8 million, together with a $0.1 million reduction of certain operating expenses associated with the Alameda Lease Amendment, was recognized as a $6.9 million gain in operating expenses in the condensed consolidated statements of operations and comprehensive loss.

The exercise of the renewal options for both of the HQ Lease and Alameda Lease 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.

Operating lease costs are summarized as follows:

(1)Variable lease costs consist 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 June 30, 2026, maturities of lease liabilities were as follows:

Lessor Accounting

GeneFab Subleases - Related Party

GeneFab Alameda Sublease

On August 7, 2023, the Company subleased the Alameda facility to GeneFab under a sublease agreement that was amended in March 2026 as described below (the “GeneFab Alameda Sublease”). The facility supports the clinical manufacturing of the Company’s chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202.

On March 17, 2026, the Company and GeneFab entered into an amendment to the GeneFab Alameda Sublease (the “GeneFab Alameda Sublease Amendment”), and pursuant to which, the subleased premises were reduced to approximately 46,000 rentable square feet. The GeneFab Alameda Sublease Amendment revised the base rent, operating expenses, taxes and utilities owed by GeneFab to equal the amounts owed by the Company under the Alameda Lease Amendment. The GeneFab Alameda Sublease will expire in August 2032. Following the GeneFab Alameda Sublease Amendment, aggregate undiscounted payments to be received by the Company are approximately $32.1 million over the full term of the GeneFab Alameda Sublease, including amounts attributable to periods both before and after the GeneFab Alameda Sublease Amendment.

Landlord Consent

In connection with the Alameda Lease Amendment and GeneFab Alameda Sublease Amendment, on March 17, 2026, the Company entered into a First Amendment to Landlord’s Consent to Sublease (the “Consent Amendment”) with the Alameda Landlord and GeneFab. Pursuant to the Consent Amendment, the Alameda Landlord consented to the GeneFab Alameda Sublease Amendment in exchange for a payment of $1.0 million to the Alameda Landlord by the Company or GeneFab (the “Reduction Fee”). The $1.0 million was paid to the Alameda Landlord by GeneFab in April 2026.

GeneFab HQ Sublease

On June 12, 2024, the Company subleased to GeneFab a portion of the Company’s HQ Lease (the “GeneFab HQ Sublease”). On March 9, 2026, the Company signed an agreement to accelerate the end of the HQ Lease (“GeneFab HQ Sublease Amendment”), effective March 31, 2026. As part of this agreement, GeneFab paid all past-due sublease rent to the Company for the GeneFab HQ Sublease and no longer subleases premises under the HQ Lease from the Company as of March 31, 2026.

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 full term of the HQ Lease sublease were approximately $1.9 million. The sublease contains customary events of default, representations, warranties and covenants.

As of June 30, 2026, maturities of the Company’s sublease payments were as follows:

A summary of total sublease income was as follows:

Total sublease income breakdown on the condensed consolidated statements of operations and comprehensive loss was as follows:

Note 6. Securities Purchase Agreement and the Notes

Securities Purchase Agreement

On April 27, 2026, the Company, Senti Holdings, and Former Senti entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with one accredited investor (the “Investor”). The Investor is an entity affiliated with Celadon Partners SPV 24 (“Celadon”) and Celadon Partners, which is one of the Company’s related parties and largest stockholder as discussed in Note 13. Related Parties.

Pursuant to the Securities Purchase Agreement, Senti Holdings agreed to issue and sell, and the Investor agreed to purchase, in a private placement up to $40.0 million aggregate principal amount of senior secured convertible notes (the “Notes”), subject to the satisfaction of specified closing conditions.

The first tranche consisted of $10.0 million in aggregate principal amount of the Notes (the “Initial Notes”), which was issued on May 20, 2026. The second tranche may consist of up to $30.0 million aggregate principal amount of additional Notes, subject to the Investor’s election and the satisfaction of specified closing conditions under the Securities Purchase Agreement. See Note 16, Subsequent Events, for additional information with respect to Senti Holdings’ issuance of additional Notes.

Assuming stockholder approval of the Company’s issuance of shares of its common stock underlying the Notes without giving effect to the Exchange Cap (the “Issuance Approval”) is obtained and the Investor immediately exchanges the Initial Notes for shares of the Company’s common stock, Celadon would beneficially own approximately 54.6% of the Company’s outstanding common stock following the exchange of the $10.0 million in aggregate principal amount of Initial Notes.

Initial Notes

On May 20, 2026, Senti Holdings issued the Initial Notes with an aggregate principal amount of $10.0 million and received gross cash proceeds of $10.0 million. In connection with the issuance, the Company paid a $0.3 million fee to the Investor and incurred $0.4 million of third-party issuance costs. The Company recognized the $0.7 million of aggregate issuance costs in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2026.

The Initial Notes are guaranteed by the Company and all of its direct and indirect subsidiaries, other than Senti Holdings, and are secured by all of the assets of the Company, Senti Holdings and the guarantor subsidiaries, subject to certain customary exceptions.

Initial Notes - Accounting and Fair Value Measurement

The Company elected the fair value option under ASC 825, Financial Instruments (“ASC 825”) for the Initial Notes to simplify the accounting for the instrument by measuring the Initial Notes in their entirety at fair value rather than separately accounting for their embedded features. Accordingly, the Initial Notes were initially recognized at fair value on May 20, 2026 and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss. The Company estimated the fair value of the Initial Notes in accordance with ASC 820, Fair Value Measurement(“ASC 820”), using a probability-weighted expected return method that considered potential conversion, merger and liquidation scenarios. Refer to Note 11. Fair Value Measurements, for additional information regarding the fair value hierarchy classification, significant unobservable inputs and Level 3 rollforward of the Initial Notes.

Upon issuance on May 20, 2026, the fair value of the Initial Notes was $4.3 million. The $5.7 million excess of the $10.0 million gross cash proceeds received over the initial fair value of the Initial Notes was recognized as a capital contribution from a related party in additional paid-in capital due to the related-party nature of the transaction. As of June 30, 2026, the fair value of the Initial Notes was $4.0 million and was recorded as convertible notes - related party on the condensed consolidated balance sheets. For the three and six months ended June 30, 2026, the Company recognized a gain of $0.3 million from the change in fair value of the Initial Notes in other income, net in the condensed consolidated statements of operations and comprehensive loss.

Terms of the Notes

The Notes constitute senior secured indebtedness of Senti Holdings. The Company and each of its direct and indirect subsidiaries, other than Senti Holdings, guarantee the Notes pursuant to a guarantee in favor of the holders of the Notes (the “Holders”). The Notes are secured by a first-priority lien on substantially all current and future assets of Senti Holdings, as issuer, and the Company and the other guarantor subsidiaries, subject to permitted liens and customary exclusions.

The Notes do not bear interest unless an event of default occurs. The Notes mature on November 23, 2026 (the “Maturity Date”). A Holder may extend the Maturity Date (i) if an event of default, or an event that would result in an event of default with the passage of time or failure to cure, is continuing on the Maturity Date or (ii) through the date that isten business days after the consummation of a change of control that has been publicly announced or of which the Holder received notice pursuant to the Notes. If the Notes have not previously been converted or exchanged, Senti Holdings is required to pay each Holder on the Maturity Date an amount in cash equal to 200% of the outstanding principal amount of its Notes and any accrued and unpaid interest.

A Holder may convert its Notes into shares of Senti Holdings’ common stock at an initial conversion price of $0.6261 per share (the “Conversion Price”), subject to adjustments upon the occurrence of certain events specified in the Notes. If Celadon, for so long as it continues to hold the Notes, together with the holders of Notes representing at least a majority of the aggregate principal amount of the Notes then outstanding (the “Required Holders”), delivers a notice to convert at least a majority of the aggregate principal amount of the Notes then outstanding, or if the Company consummates the potential contingent value rights transaction as contemplated by the Merger Agreement described in Note 16, Subsequent Events below (the “CVR Transaction”), Senti Holdings has the right to require the conversion of all remaining outstanding Notes.

The Notes may also be exchanged for shares of the Company’s common stock at an initial exchange price of $0.6261 per share (the “Exchange Price”), subject to adjustments upon the occurrence of certain events specified in the Notes. Following receipt of stockholder approval to issue shares of the Company’s common stock upon exchange of the Notes in excess of the Exchange Cap described below (the “Issuance Approval”), if the Required Holders exchange at least a majority of the aggregate principal amount of the Notes then outstanding, or if the

Company consummates the CVR Transaction, the Company has the right, but not the obligation, to require the exchange of all remaining outstanding Notes.

A Holder may elect to have exchanges of its Notes subject to a beneficial ownership limitation of up to 19.99%. The selected beneficial ownership limitation may be increased or decreased upon 61 days’ prior notice. In addition, prior to receipt of the Issuance Approval, the Company is not obligated to issue shares of its common stock upon exchange of the Notes in excess of 19.99% of the shares of the Company’s common stock outstanding as of the date of the Securities Purchase Agreement (the “Exchange Cap”). If the Company fails to timely deliver shares of its common stock upon an exchange, the applicable Holder may have certain buy-in rights under the Notes.

The Conversion Price and Exchange Price are each subject to full-ratchet anti-dilution adjustments upon certain issuances of common stock at a price below the then-effective Conversion Price or Exchange Price. Upon such an issuance, the applicable Conversion Price or Exchange Price will generally be reduced to the price per share of the dilutive issuance.

The Notes contain customary affirmative and negative covenants, including limitations on the incurrence of indebtedness and liens, restricted payments, asset transfers and changes in the Company’s business.

The Notes also contain customary events of default. Upon certain bankruptcy-related events of default, Senti Holdings is required to redeem the Notes in cash at the applicable redemption price described below. Upon other events of default, the Holders may require Senti Holdings to redeem their Notes in cash at such redemption price. The redemption price is the greater of (i)200% of the outstanding principal amount of the Notes and (ii) an amount determined based on the principal amount being redeemed, the highest closing sale price of the Company’s common stock during the applicable event-of-default period and the lowest Exchange Price during such period. While an event of default is continuing, interest accrues on the Notes at an annual rate of 12.0%.

Registration Rights Agreement

On May 20, 2026, in connection with the issuance of the Initial Notes, the Company and Former Senti entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”). The Registration Rights Agreement requires the Company, as soon as reasonably practicable following an issuance of Notes, but no later than 30 days after such issuance, to file one or more resale registration statements on Form S-3, or another appropriate form if Form S-3 is unavailable, covering the resale by the Investor of the shares of the Company’s common stock issuable upon exchange of the Notes (the “Registrable Shares”). The Company filed such registration statement on Form S-3 on June 18, 2026.

The Company is required to use commercially reasonable efforts to cause each resale registration statement to become effective as soon as practicable, but no later than the earlier of (i) the 75th calendar day following the filing date if the SEC notifies the Company that it will review the registration statement and (ii) the fifth business day after the date on which the Company is notified that the registration statement will not be reviewed or will not be subject to further review. The Company is also required to use commercially reasonable efforts to keep each registration statement effective until all Registrable Shares covered by the registration statement have been resold or no Registrable Shares remain.

Voting Agreement

Pursuant to the Securities Purchase Agreement, the Company agreed to seek stockholder approval of (i) the potential CVR Transaction and (ii) the issuance of shares of the Company’s common stock upon exchange of the Notes in excess of the Exchange Cap.

On May 20, 2026, in connection with the issuance of the Initial Notes, the Company entered into a voting agreement with certain directors and executive officers of the Company and Celadon (the “Voting Agreement”). Pursuant to the Voting Agreement, the parties agreed to vote all shares of the Company’s common stock held by them in favor of the applicable stockholder proposals. See Note 16. Subsequent Events, for information regarding the stockholder meeting at which such proposals will be considered.

Note 7. 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 June 30, 2026, no cash dividends have been declared or paid.

Capital Contribution from Related Party

In connection with the issuance of the Initial Notes on May 20, 2026, the Company recognized a $5.7 million capital contribution from a related party in additional paid-in capital. Refer to Note 6, Securities Purchase Agreement and the Notes, and Note 13, Related Parties, for additional information.

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 Capital 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 equal to 3.0% of the gross proceeds of any shares of common stock sold, and has agreed to reimburse certain fees and disbursements and provide Leerink Partners with customary indemnification and contribution rights. For the three and six months ended June 30, 2026, no shares had been issued under the 2025 ATM Agreement. Through June 30, 2026, the Company sold 4,833,477 shares of common stock under the 2025 ATM Agreement at a weighted average price of $2.38 per share, resulting in gross proceeds of $11.5 million and net proceeds of $10.6 million after sales agent commissions and offering costs. For the six months ended June 30, 2025, the Company sold 155,840 shares of common stock under the 2025 ATM Agreement at a weighted average price of $3.53 per share, resulting in gross proceeds of $0.6 million and net proceeds ofzero after sales agent commissions and offering costs.

Private Placement

The 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 certificate 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 was issued at $2,250.00 per share and, subject to Stockholder Approval (defined below), was 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 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 net proceeds of $9.9 million, net of issuance costs of $0.1 million.

On March 6, 2025, at a special meeting of the Company’s stockholders, the 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, the Company 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 convertible preferred stock authorized or outstanding as of June 30, 2026 and December 31, 2025.

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

Note 8. Stock-based Compensation

2022 Equity Incentive Plan (the “2022 EIP”)

On January 1, 2026, the number of shares of common stock reserved for issuance under the 2022 EIP increased by 1,543,967 shares. As of June 30, 2026, the total number of shares of common stock available for issuance under the 2022 Plan is 2,398,620.

2022 Inducement Plan (the “2022 IN”)

As of June 30, 2026, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 2,140,718.

2022 Employee Stock Purchase Plan (the “2022 ESPP”)

On January 1, 2026, the number of shares of common stock reserved for issuance under the 2022 ESPP increased by 308,793 shares. As of June 30, 2026, the total number of shares of common stock available for issuance under the ESPP is 436,474.

Stock-based Compensation

Total stock-based compensation was as follows:

Note 9. 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 10. Cash, Cash Equivalents and Restricted Cash

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

(1)As of June 30, 2026, restricted cash balance primarily consisted of a letter of credit for the Alameda Lease of $0.9 million, and a letter of credit for the HQ Lease of $0.5 million. As of December 31, 2025, restricted cash balance primarily consisted of a letter of credit for the Alameda 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 cash equivalents and restricted cash:

As of June 30, 2026 and December 31, 2025, all of the Company’s cash equivalents and restricted cash were in money market funds and no allowance for credit loss was recorded.

Note 11. 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. No securities have contractual maturities of longer than one year. There were no transfers between Levels 1, 2, or 3 for any of the periods presented.

Liabilities Classified as Level 3

Convertible notes - related party

The fair value of the convertible notes - related party is based on significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. The Company estimated the fair value of the convertible notes - related party using a probability-weighted expected return method that considered potential conversion, merger and liquidation scenarios.

Significant inputs used in the valuation as of May 20, 2026 and June 30, 2026 included the probability assigned to each scenario and the estimated value of the contingent value rights expected to be issued in connection with the potential merger transaction. Changes in these assumptions could materially affect the estimated fair value of the convertible notes - related party. Because the scenario probabilities are interrelated and must total 100%, a change in the probability assigned to one scenario results in a corresponding change in the probabilities assigned to one or more of the other scenarios. The estimated fair value would generally increase with a higher probability assigned to the conversion scenario or a higher estimated CVR value and decrease with a higher probability assigned to the liquidation scenario. The effect of a change in the probability assigned to the merger scenario depends on the corresponding changes in the probabilities assigned to the conversion and liquidation scenarios.

The following table presents the significant unobservable inputs used in estimating the fair value of the Initial Notes upon initial recognition and as of June 30, 2026:

The following table summarizes the changes in the fair value of the Company’s convertible notes - related party:

(1)The gain from the change in fair value was included in “change in fair value of convertible notes—related party” in other income, net in the condensed consolidated statements of operations and comprehensive loss.

Note 12. Income Tax

The Company’s income tax provision waszero for each of the three and six months ended June 30, 2026 and 2025. 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.

Note 13. Related Parties

NEA

New Enterprise Associates, Inc. (“NEA”) beneficially owned 12.1% and 12.2% of the Company’s outstanding common stock as of June 30, 2026 and December 31, 2025, respectively. NEA heldone of theeight seats on the Board of Directors as of June 30, 2026 and December 31, 2025. As part of the private placement in December 2024 (Note 7), NEA is also entitled to designate one additional director to the Board of Directors.

Celadon Partners, LLC

Celadon Partners beneficially owned 31.4% and 31.7% of the Company’s outstanding common stock as of June 30, 2026 and December 31, 2025, respectively, and is considered a related party to the Company. In addition, an affiliate of Celadon Partners holds the Initial Notes. Assuming the Initial Notes were converted in full for shares of the Company’s common stock, Celadon Partners and its affiliates would beneficially own approximately 54.6% of the Company’s common stock as of June 30, 2026, on an as-converted basis.

Celadon Partners is the parent company of Valere Bio, of which GeneFab is a wholly-owned subsidiary. As part of the private placement in December 2024 (Note 7), Donald Tang, a founder and manager of Celadon, was appointed to the Board of Directors. Celadon Partners also was entitled to designate two additional directors to the Board of Directors, which were filled upon Feng Hsiung and Bryan Baum being appointed in March 2025 and July 2025, respectively. As of June 30, 2026, Celadon Partners held three of theeight seats on the Board of Directors.

As discussed in Note 6, Securities Purchase Agreement and the Notes, Senti Holdings issued to CPIF II-7 Limited, an affiliate of Celadon Partners, the Initial Notes with an aggregate principal amount of $10.0 million. The Company received gross cash proceeds of $10.0 million and paid a $0.3 million fee to the Holder on May 20, 2026. Upon issuance, the Initial Notes were recognized at a fair value of $4.3 million, and the $5.7 million excess of the gross cash proceeds received over the initial fair value of the Initial Notes was recognized as a capital contribution from a related party in additional paid-in capital.

As of June 30, 2026, the fair value of the convertible notes - related party was $4.0 million on the condensed consolidated balance sheets. For each of the three and six months ended June 30, 2026, the Company recognized a gain of $0.3 million related to changes in the fair value of the convertible notes - related party. Refer to Note 6, Securities Purchase Agreement and the Notes and Note 11. Fair Value Measurements for additional information.

Subsequent to June 30, 2026, the Company entered into a merger agreement involving an entity affiliated with Celadon Partners and issued additional Notes to CPIF II-7 Limited. Refer to Note 16, Subsequent Events, for additional information.

Bayer Healthcare LLC

Bayer Healthcare, LLC (“Bayer”) beneficially owned 9.0% and 19.9% of the Company’s outstanding common stock as of June 30, 2026 and December 31, 2025, 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 June 30, 2026, Bayer has not exercised its option for a license.

For the three and six months ended June 30, 2026, the Company recognized collaboration revenue with Bayer of less than $0.1 million in the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2026 and December 31, 2025, deferred revenue with Bayer of less than $0.1 million was recorded in the condensed consolidated balance sheets. These amounts relate to an option exercise period extension fee under the BlueRock Agreement.

GeneFab

As a result of the transaction with GeneFab (Note 3), GeneFab supports the Company’s clinical manufacturing of its 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. Refer to Note 3. GeneFab Transactionfor the financial assets and liabilities recorded on the condensed consolidated balance sheets related to GeneFab.

As of June 30, 2026, GeneFab subleased the facility included in the Alameda lease from the Company.

As of June 30, 2026, GeneFab subleased from the Company the facility subject to the Alameda lease. As of June 30, 2026 and December 31, 2025, the Company hadno sublease income receivable and $0.8 million of sublease income receivable, respectively, recorded in GeneFab receivable - related party on the condensed consolidated balance sheets. Refer to Note 5. Operating Leases for the sublease discussion.

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 June 30, 2026 and December 31, 2025, the Company recorded $0.6 million and $0.5 million, respectively, in GeneFab receivable - related party on the condensed consolidated balance sheets. The Company’s research and development expenses under the services agreement were $3.5 million and $3.6 million for the three months ended June 30, 2026 and 2025, respectively, and $3.8 million and $7.7 million for the six months ended June 30, 2026 and 2025, respectively. Refer to Note 3. GeneFab Transaction.

Note 14. 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 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 15. 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 June 30, 2026 and December 31, 2025, the Company’s cash and cash equivalents were $6.5 million and $16.4 million, respectively.

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

Note 16. Subsequent Events

On July 14, 2026, the Company entered into an agreement with a private affiliate of its largest stockholder, Celadon Partners, under which that affiliate would acquire substantially all of the Company’s existing business and pipeline through a merger transaction. Following the transaction, the Company is expected to remain a public company with a significantly streamlined operating structure, retaining certain intellectual property, collaborations and early-stage programs focused on its Regulator Dial™ technology platform while the remaining business will merge into the private company. Company stockholders, as well as certain holders of equity awards and warrants, will, upon closing of the transaction, have the right to receive certain contingent value rights that may provide future cash payments if specified development, regulatory and commercial milestones for SENTI-202 are achieved. The transaction is subject to stockholder approval and other customary closing conditions. See below for more detailed information about the transactions.

Merger Agreement

On July 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Celadon Partners SPV 35 Limited (“Parent”), Senti Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), Senti Holdings, Inc., a wholly owned subsidiary of the Company (“Midco”), and Senti Biosciences, Inc., a wholly owned subsidiary of Midco (“Opco”). Parent is an affiliate of Celadon Partners, the Company’s largest stockholder and a related party.

Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Midco, with Midco continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Upon completion of the Merger, Parent will acquire substantially all of the Company’s existing business and pipeline held through Midco and Opco. The Company is expected to remain a publicly traded company and retain certain intellectual property, contracts and early-stage development programs, including the Company’s program seeking a treatment for Rett Syndrome utilizing the Company’s Regulator Dial™ technology (the “Rett Syndrome program”) and the Company’s platform of Regulator Dial-enabled armored tumor-infiltrating lymphocyte therapies (the “TIL program”). Opco will license or assign to the Company all intellectual property and contracts needed for the Company to advance the Rett Syndrome and TIL programs. The Company is also expected to retain a modest amount of cash to fund initial development activities and ongoing public company costs. The Merger Agreement also contains customary restrictions on the conduct of the Company’s business between signing and closing of the Merger.

The completion of the Merger is subject to (i) the affirmative vote of holders of a majority of the outstanding shares of the Company’s common stock and (ii) the affirmative vote of a majority of the votes cast by holders of shares of the Company’s common stock, other than shares beneficially owned, directly or indirectly, by Parent, Merger Sub or any of their respective affiliates (the “Majority of the Minority Approval”), and the satisfaction or waiver of other customary closing conditions. See Note 6. Securities Purchase Agreement and the Notes, for additional information regarding the Notes and the Exchange Cap. The Merger Agreement contains customary termination provisions and provides that, under certain specified circumstances, the Company may be required to pay Parent a termination fee of $2.5 million.

Contingent Value Rights

In connection with the Merger, the Company’s stockholders and certain holders of the Company’s equity awards and warrants will be entitled to receive contingent value rights (“CVRs”). No cash will be paid to the Company or the holders of the Company’s common stock at the closing of the Merger as consideration for the Merger. The Merger Consideration will consist exclusively of the right to receive contingent cash payments (the “Milestone Payment Amounts”), which right will be distributed to the Company’s stockholders in the form of CVRs. The CVRs will provide their holders with the right to receive a pro rata portion of contingent cash payments of up to $60.0 million in the aggregate (the “Aggregate Payment Cap”) upon the achievement of the following specified milestones relating to SENTI-202, each of which must be achieved on or before theseventh anniversary of the closing of the Merger (the “Milestone Expiration Date”): (i) $10.0 million upon the filing and acceptance (or the passing of the 60-day review period without rejection) of a Biologics License Application (“BLA”) with the U.S. Food and Drug Administration (“FDA”) for SENTI-202; (ii) $20.0 million upon receipt of FDA approval of such BLA; and (iii) $30.0 million upon the achievement of cumulative worldwide net sales of SENTI-202 in excess of $200.0 million. There can be no assurance that any of the milestones will be achieved or that any payments will be made under the CVRs.

The CVRs will not be evidenced by a certificate or other instrument, will not have voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs. The CVRs will not represent any equity or ownership interest in Parent, Midco or any of their affiliates. The CVRs may not be sold, assigned, transferred, pledged or otherwise disposed of, except under certain limited circumstances specified in the CVR Agreement.

Immediately prior to the closing of the Merger, each outstanding stock option and restricted stock unit award of the Company, whether vested or unvested, will become fully vested. Each stock option, restricted stock unit and warrant that is outstanding as of immediately prior to the CVR record date will entitle such holder to receive, upon exercise or settlement thereof, a number of CVRs equal to the number of shares of the Company’s common stock subject to such award, reduced by any applicable withholding taxes, subject to the terms and conditions of the applicable award and the CVR Agreement.

Additional Financing

Under the Securities Purchase Agreement, Senti Holdings is not obligated to issue any additional Notes unless the parties executed, within 30 days of the closing of the Initial Notes, definitive documents for a potential transaction pursuant to which, if consummated, an entity affiliated with Celadon Partners would merge with and into Senti Holdings and Senti Holdings would issue a contingent value right to the Company’s stockholders, which may pay out up to an aggregate of $60.0 million in cash subject to the achievement of certain regulatory and sales milestones with respect to the Company’s product candidate, SENTI-202. The Merger Agreement, which constitutes such definitive document, was executed on July 14, 2026, more than 30 days after the closing of the Initial Notes on May 20, 2026. Notwithstanding the foregoing, pursuant to the Merger Agreement, no later than 21 days from the date of the Merger Agreement (unless Parent and the Company mutually agree in writing to a later date), Parent or an affiliate of Parent was required to fund and purchase additional Notes in accordance with the terms of the Securities Purchase Agreement, in an amount equal to $6.0 million (the “Additional Funding Amount” and the Notes purchased in connection therewith, the “Additional Notes”), minus the aggregate amount of net proceeds actually received by the Company from sales of common stock pursuant to the Company’s existing at-the-market offering facility with Leerink Partners LLC following the date of the Merger Agreement (“Offset ATM Sales”). As of the date of the filing of this Quarterly Report on Form 10-Q, there have been no Offset ATM Sales.

On August 14, 2026, Senti Holdings received net cash proceeds of $3.9 million of the Additional Funding Amount from CPIF II-7 Limited and issued $4.0 million of Additional Notes pursuant to the terms of the Securities Purchase Agreement . As of the date of the filing of this Quarterly Report on Form 10-Q, Parent or an affiliate of Parent is obligated to fund and purchase an additional $2.0 million of Additional Notes in accordance with the terms of the Merger Agreement.

Assuming the Company issues and sells the full $6.0 million of the Additional Notes or $30.0 million in aggregate principal amount of additional Notes to Parent or an affiliate of Parent, the Issuance Approval is obtained and the Investor immediately exchanges all of its Initial Notes and additional Notes for shares of the Company’s common stock, Celadon and its affiliates would beneficially own approximately 62.3% or 77.5%, respectively, of the Company’s outstanding common stock.

The Company evaluated the Merger Agreement and the transactions contemplated therein in accordance with ASC 855, Subsequent Events (“ASC 855”), and determined that they represent nonrecognized subsequent events. Accordingly, the condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 were not adjusted to reflect the Merger, the related CVRs or the issuance of any additional Notes because completion of the Merger remains subject to stockholder approval and other closing conditions.