UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 2026
SENTI BIOSCIENCES HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-40440
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42-1912154
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2 Corporate Drive, First Floor
South San Francisco, California 94080
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (650) 239-2030
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Common Stock, par value $0.0001 per share
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SNTI
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Introductory Note
On October 21, 2026, Senti Biosciences Holdings, Inc., a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement
and Plan of Merger, dated as of July 14, 2026 (the “Merger Agreement”), by and among the Company, Senti Holdings, Inc., a wholly owned subsidiary of the Company (“Midco”), Senti Biosciences, Inc., a Delaware corporation and wholly owned subsidiary
of Midco (“Opco”), ST NewCo Limited (f/k/a Celadon Partners SPV 35 Limited), (“Parent”), and Senti Merger Sub, Inc. (“Merger Sub”). On the terms and subject to the conditions of the Merger Agreement, Merger Sub merged with and into Midco, with
Midco surviving as a wholly owned subsidiary of Parent (the “Merger”), and each outstanding share of Midco common stock (other than shares owned by Midco or a subsidiary of Midco, which shares were canceled) was automatically canceled and converted
into the right to receive the Milestone Payment Amounts (as defined and described below) (the “Merger Consideration”). The right to receive the Merger Consideration shall be distributed by Midco to the Company’s equityholders in the form of
contractual contingent value rights (“CVRs”).
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Entry into a Material Definitive Agreement.
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CVR Agreement
On October 21, 2026 (the “Closing Date”), in connection with the closing (the “Closing”) of the transactions contemplated by the Merger Agreement,
Midco entered into a Contingent Value Rights Agreement, dated as of October 21, 2026 (the “CVR Agreement”), by and between Midco and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).
The CVR Agreement governs the terms of the CVRs issued in connection with the Merger. Each CVR represents a contractual right to receive the following
contingent cash payments (the “Milestone Payment Amounts”) if the following milestones are achieved on or before the seventh anniversary of the Closing Date:
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A pro rata share of $10.0 million upon the filing by or on behalf of Midco, or any of its affiliates or licensees, of a biologics license application (the “BLA”) with the U.S. Food and Drug Administration
(the “FDA”) and its acceptance by the FDA, or the passing of the 60-day review period without rejection, by the FDA, for the Logic Gated off-the-shelf CAR-NK cell therapy known as SENTI-202 (the “Product”);
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A pro rata share of $20.0 million upon receipt by or on behalf of Midco or any of its affiliates or licensees of FDA approval of the BLA for the Product; and
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A pro rata share of $30.0 million upon the achievement of cumulative worldwide net sales (as defined in the CVR Agreement) of the Product exceeding $200.0 million during the period commencing on the first
commercial sale of the Product until the seventh anniversary of the Closing Date.
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The aggregate amount payable under the CVR Agreement shall not exceed $60.0 million.
In connection with the Merger, the Company’s Board of Directors (the “Board”) intends to fix the record date for distribution of CVRs after closing of
the Merger in accordance with the terms of the Merger Agreement (the “CVR Record Date”). Each holder of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), as of the CVR Record Date will receive one CVR per share
of Company Common Stock held as of such date. In addition, holders of Company Stock Options, Company RSUs and Company Warrants (each as defined below) are also entitled to receive CVRs, as described below.
The CVRs and the possibility of receiving any payment pursuant to the CVRs are highly speculative and subject to numerous factors outside the control
of Parent or its affiliates. There can be no assurance that any transaction that may give rise to any payment pursuant to the CVRs will be executed or that any payment pursuant to the CVRs will ever be paid.
The CVRs are not certificated, will not have any voting or dividend rights, will not represent any equity or ownership interests in Parent or Midco
and will not be transferable except in limited circumstances.
The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
CVR Agreement, a copy of which is filed as Exhibit 2.2 hereto and is incorporated herein by reference.
Pursuant to the terms and conditions of the Merger Agreement, among other things:
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Company Stock Options. Immediately prior to the effective time of the Merger (the “Closing Effective Time”), each outstanding option to purchase shares of Company
Common Stock (each, a “Company Stock Option”), whether or not then vested or exercisable, became fully vested and exercisable. Each Company Stock Option that remained outstanding immediately prior to the Closing Effective Time was
extended so that such Company Stock Option will remain exercisable until the original expiration date of such Company Stock Option, notwithstanding any earlier termination of the holder’s employment or service with the Company or any of
its subsidiaries; provided that each such Company Stock Option will remain subject to earlier termination in accordance with the terms of the applicable equity incentive plan. Each Company Stock Option that is outstanding and
unexercised as of immediately prior to the CVR Record Date shall entitle such holder to receive, upon exercise of such Company Stock Option pursuant to the terms thereof, a number of CVRs equal to
the number of shares of the Company Common Stock that would have been issuable upon exercise in full of such stock option immediately prior to the CVR Record Date, reduced by an amount equal to the amount of any applicable withholding
taxes, subject to and in accordance with the terms and conditions of such stock option and the CVR Agreement.
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Company RSUs. Immediately prior to the Closing Effective Time, each outstanding restricted stock unit award with respect to shares of Company Common Stock (each, a
“Company RSU”), whether or not then vested, became fully vested, automatically and without any action on the part of the holder thereof, and shall thereafter remain subject to settlement in accordance with the terms and conditions of
the applicable equity incentive plan and the award agreement evidencing such Company RSU. Each Company RSU that is outstanding and unsettled as of immediately prior to the CVR Record Date shall entitle such holder to receive, upon
settlement of such Company RSU pursuant to the terms thereof, a number of CVRs equal to the number of shares of the Company’s common stock subject to such Company RSU immediately prior to the CVR Record Date, reduced by an amount equal
to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such Company RSU and the CVR Agreement.
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Company Warrants. Each warrant to purchase shares of Company Common Stock (each, a “Company Warrant”) that is outstanding and unexercised as of immediately
prior to the CVR Record Date shall entitle such holder to receive, upon exercise of such Company Warrant pursuant to the terms thereof, a number of CVRs equal to the number of shares of Company Common Stock that would have been issuable
upon exercise in full of such Company Warrant immediately prior to the CVR Record Date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such
Company Warrant and the CVR Agreement.Asset Assignment and Assumption Agreement and License Agreement
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On the Closing Date, the Company entered into an Asset Assignment and Assumption Agreement and License Agreement (the “Assignment Agreement”) with
Opco and Midco. Pursuant to the Assignment Agreement, Opco assigned to the Company, exclusively throughout the world and free and clear of encumbrances, all right, title and interest in and to certain patents and related patent rights, all
agreements between Opco and an external research organization (the “Assigned Agreements”) and all know-how owned or controlled by Opco that relates to or is useful in connection with the Company’s Rett Syndrome and TIL programs. The Company
assumed all obligations and liabilities of Opco arising under the Assigned Agreements on and after the effective date, including future payment, reporting and other contractual obligations, while Opco will remain responsible for obligations
accrued before that date unless otherwise agreed in writing. The Company will not incur any payment obligations to Opco under the Assignment Agreement.
The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Assignment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Master Consulting Agreement
On the Closing Date, in connection with the Closing, the Company entered into a master consulting agreement (the “Master Consulting Agreement”) with
Opco. Under the Master Consulting Agreement, Opco has agreed to provide the Company with certain transitional corporate, administrative, financial, information technology and operational support services as well as related research and
development services.
The Master Consulting Agreement has an initial term of 12 months, and the Company has the option to extend the term for an additional 12 months. The
services are subject to specified minimum service levels. With prior notice to Opco, the Company has the right to terminate individual services before the expiration of the term as it develops standalone capabilities, without terminating the
Master Consulting Agreement in its entirety. The Company has agreed to pay Opco certain fees, subject to reduction if the Company terminates individual services before the expiration of the Master Consulting Agreement.
The Master Consulting Agreement contains customary representations, warranties and covenants.
The foregoing description of the Master Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Master Consulting Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Equity Commitment
On October 21, 2026, the Company issued and sold 7,309,941 shares of Company Common Stock to CPIF II-7 Limited, an entity affiliated with Celadon
Partners SPV 24 Limited (the “Investor”), at a price of $0.342 per share for aggregate proceeds of approximately $2.5 million pursuant to that certain Equity Commitment Letter, dated September 3, 2026 (the “Equity Commitment Letter”), by and
between the Company and CPIF II-9 Limited. The shares of Company Common Stock were offered and sold to the Investor without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided
by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as a sale to one accredited investor, and in reliance on similar exemptions under applicable state laws.
Pursuant to the terms of the Equity Commitment Letter, on the Closing Date, the Company also entered into a registration rights agreement with the
Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, as reasonably practicable following the Closing Date, but, in any event, not later than thirty days thereafter (the “Filing Date”), the Company agreed
to file one or more resale registration statements on Form S-3 (or another appropriate form if Form S-3 is not available) providing for the resale by the Investor of the shares of Company Common Stock purchased pursuant to the Equity Commitment
Letter (the “Registrable Shares”), and to use commercially reasonable efforts to cause any such resale registration statement to be declared effective as soon as practicable but in any event no later than the earlier of (a) the seventy-fifth
calendar day following the Filing Date of such registration statement if the U.S. Securities and Exchange Commission (the “SEC”) notifies the Company that it will “review” the registration statement and (b) the fifth business day after the date
the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review. The Company further agreed to use reasonable best efforts to keep
any such registration statement effective at all times until all Registrable Shares have been resold, the Registrable Shares may be sold without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144
under the Securities Act, or no Registrable Shares remain.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the
form of Registration Rights Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
| Item 1.02 |
Termination of a Material Definitive Agreement
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On the Closing Date, the Company notified all holders of Midco’s Senior Secured Convertible Notes (the “Notes”) that it requiring the exchange (the
“Exchange”) of all outstanding Notes for shares of Company Common Stock pursuant to the terms of the Notes. In connection with the Equity Commitment Letter, the exchange price per share was adjusted to $0.342. Pursuant to the terms of the Notes,
such exchange is required to take place on October 28, 2026. The holders of the Notes consist of CPIF II-7 Limited and NSG BioInnovation Fund, L.P., and as of the Closing Date, there were $16.0 million in aggregate principal amount of outstanding
Notes. Information regarding relationships between CPIF II-7 and the Company is set forth under Item 2.01 of this Current Report on Form 8-K and is incorporated herein by reference.
The Notes were guaranteed by the Company and all its direct and indirect subsidiaries (other than Midco) and were secured by a first priority lien,
subject to certain permitted liens in all of the current and future assets of Midco, the Company and all direct and indirect subsidiaries of Midco, subject to certain customary exclusions. Upon consummation of the Exchange, the guarantees by the
Company and its applicable subsidiaries in favor of the holders of the Notes and the security interests granted by the Company, Midco and its indirect subsidiaries in favor of the holders of the Notes shall be terminated.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets.
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The information provided in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Celadon Partners, LLC (“Celadon”) controls Parent, Celadon Partners SPV 24 Limited, the Company’s largest stockholder, CPIF II-7 Limited, which
purchased $14.0 million in aggregate principal amount of Midco’s Senior Secured Convertible Notes, and the Investor.
Prior to the Closing Effective Time, the Company and Celadon had certain relationships other than in respect of the Merger, which are described under
the heading “Certain Relationships and Related Party Transactions” in the Company’s definitive proxy statement related to the Merger, which the Company filed on September 24, 2026.
The Company formed a special committee (the “Special Committee”) of independent and disinterested directors of the Board. The Special Committee
reviewed and considered the terms and conditions of the Merger Agreement, including the Merger Consideration. The Special Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby were advisable, fair
to, and in the best interests of the Company and its stockholders, and the Board (other than a member designated by Celadon, who was absent from such vote) approved the Merger Agreement and the transactions contemplated thereby.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated herein by reference.
| Item 3.02 |
Unregistered Sales of Equity Securities.
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The information contained above in Item 1.01 of this Current Report on Form 8-K under the caption “Equity Commitment” is hereby incorporated by
reference into this Item 3.02.
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Financial Statements and Exhibits.
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(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial information of the Company giving effect to the Merger and the other material related
transactions is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits.
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Exhibit
No.
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Description
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Agreement and Plan of Merger, dated as of July 14, 2026, by and among Senti Biosciences Holdings, Inc., Senti Holdings, Inc., Senti Biosciences, Inc., Celadon Partners SPV 35 Limited and
Senti Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 15, 2026)
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Contingent Value Rights Agreement, dated as of October 21, 2026, by and between Senti Holdings, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent
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Assignment and Assumption Agreement, dated as of October 21, 2026, by and between the Company and Senti Biosciences, Inc.
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Master Consulting Agreement, dated as of October 21, 2026, by and between the Company and Senti Biosciences, Inc.
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Registration Rights Agreement, dated as of October 21, 2026, by and between the Company and CPIF II-9 Limited
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Unaudited Pro Forma Condensed Consolidated Financial Information
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Senti Biosciences Holdings, Inc. agrees to furnish supplementally a copy of any
omitted schedule to the Securities and Exchange Commission upon 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 registrant treats as private or confidential.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SENTI BIOSCIENCES HOLDINGS, INC.
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Date:
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October 26, 2026
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By:
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/s/ Timothy Lu
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Name:
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Timothy Lu, M.D., Ph.D.
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Title:
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Chief Executive Officer
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