Senti Biosciences Inc

This Annual Report on Form 10-K (“Annual Report” or “Form 10-K”) and some of the information incorporated by reference, includes forward-looking statements regarding, among other things, the plans, strategies, and prospects, both business and financial, of Senti Biosciences, Inc. (“Senti” or the “Company”). These statements are based on the beliefs and assumptions of the management of Senti. Although Senti believes that their respective plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “might”, “will”, “should”, “seeks”, “plans”, “scheduled”, “possible”, “anticipates”, “intends”, “aims”, “works”, “focuses”, “aspires”, “strives” or “sets out” or similar expressions. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. Forward-looking statements contained in this Annual Report include, for example, statements about:

•the accuracy of our estimates and projections of financial information, including expenses, capital requirements, cash utilization and runway, need for additional financing and market opportunities;

•our ability to maintain the listing of our common stock on Nasdaq, and the potential liquidity and trading of such securities;

•our ability to execute and realize potential benefits from our strategic plans, including our plan to focus internal resources on SENTI-202, to develop a product candidate for the SENTI-301A program through our partnership with Celest Therapeutics (Shanghai) Co. Ltd (“Celest Therapeutics”) in China, and to develop gene circuits for other programs, as announced in January 2024;

•our ability to obtain adequate funding for our ongoing and planned operations;

•the initiation, cost, timing, progress and results of research and development activities, preclinical studies and clinical trials with respect to our current and potential future product candidates;

•our ability to develop and advance our gene circuit platform technologies;

•our ability to identify future product candidates using our gene circuit platform technologies;

•our ability to develop and commercialize product candidates;

•our ability to file and obtain clearance for any additional investigational new drug application, or IND, for any other product candidates we may identify, and to initiate and successfully complete our planned Phase 1 clinical trial for SENTI-202 and any other product candidates;

•our ability to progress collaboration with Celest Therapeutics in China for a product candidate for the SENTI-301A program;

•our ability to advance our current and potential future product candidates into, and successfully complete, preclinical studies and clinical trials;

•our ability to manufacture our product candidates for clinical development and, if approved, for commercialization, and the timing and costs of such manufacture;

•our ability to obtain and maintain regulatory approval of our current and potential future product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product candidate;

•our ability to obtain and maintain intellectual property protection for our technologies and any of our product candidates;

•the rate and degree of market acceptance of our current and any potential future product candidates, if approved;

•regulatory developments and approval pathways in the United States and international jurisdictions;

•our ability to attract and retain strategic collaborators with development, regulatory, and commercialization expertise;

•the potential benefits of strategic collaboration agreements and our ability, and the ability of our collaborators, to successfully develop technologies and product candidates under the respective collaborations;

•potential liability from lawsuits and penalties related to our technologies, product candidates and current and future relationships with third parties, including relationships under strategic and financing transactions;

•our success in retaining or recruiting, or adapting to changes in, our officers, key employees, or directors;

•our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately under those arrangements;

•our ability to compete effectively with rapidly evolving cell therapy technologies and respond to other developments relating to our existing competitors and new market entrants;

•potential effects of extensive government regulation;

•our future financial performance and capital requirements;

•the impact of supply chain disruptions;

•expectations regarding our growth, strategy, progress and timing of our clinical trials, including the anticipated dosing of patients and availability of data, and the timing thereof;

•the extent, timing and financial aspects of the reduction in workforce and our strategic prioritization plans;

•unfavorable global economic conditions, including inflationary pressures, market volatility, acts of war and civil and political unrest; and

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Annual Report described under the heading “Risk Factors” and elsewhere in this Annual Report. The risks described under the heading “Risk Factors” are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on the business of Senti or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to Senti or to persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.