Senti Biosciences Holdings, Inc. filed a prospectus to register the offer and sale of up to 25,555,024 shares of common stock by selling securityholders. The registration satisfies rights granted under agreements linked to senior secured convertible notes issued in 2026.

The Resale Shares are issuable upon the exchange of Senior Secured Convertible Notes held by Senti Holdings, Inc., a subsidiary of the company. These notes were issued on May 20, 2026, August 14, 2026, and September 3, 2026, to two accredited investors in a private placement transaction.

Proceeds and Registration Details

The company confirmed it received approximately $15.5 million in aggregate net proceeds from the initial issuance of the notes. However, Senti Biosciences will not receive any proceeds from the subsequent sale of these registered shares by the selling securityholders or their permitted transferees.

Prospectus Terms

This prospectus provides a general description of the securities and the manner in which they may be offered or sold. More specific terms, including amounts and prices, may be provided in future prospectus supplements. These supplements may also update or change information contained in this initial filing.

Senti Biosciences Holdings, Inc. (NASDAQ: SNTI) announced a strategic transaction to sharpen its focus on next-generation controllable genetic medicines powered by its Regulator Dial™ technology platform. The company will spin off its Gene-Circuit-enabled pipeline, including SENTI-202, to a newly formed privately held biotechnology company controlled by affiliates of Celadon, its largest investor. Equity holders will receive a Contingent Value Right (CVR) providing up to $60 million in milestone payments tied to the future success of SENTI-202 over a seven-year period.

Under the terms of the transaction, NewCo will acquire the assets relating to the Gene-Circuit-enabled pipeline in exchange for the CVR. Senti Biosciences Holdings plans to seek additional financing to advance early-stage programs built around its proprietary Regulator Dial platform, including a controllable gene therapy for Rett Syndrome and controllable, armored tumor-infiltrating lymphocytes for solid tumors.

The CVR milestone structure is tied to regulatory and commercial achievements for SENTI-202, an FDA Regenerative Medicine Advanced Therapy (RMAT)-designated asset for acute myeloid leukemia (AML). The structure includes $10 million upon the filing and acceptance of a Biologics License Application (BLA), $20 million upon FDA approval of the BLA, and $30 million upon the achievement of $200 million in cumulative net sales of SENTI-202.

SENTI-202 Clinical Data

NewCo intends to continue developing SENTI-202 and other Logic Gate-enabled therapies. The asset previously exhibited durable Measurable Residual Disease (MRD)-negative responses from a 22 patient Phase 1 trial. The company identified a specific attribute in its NK donors, termed the "Donor X characteristic," which correlates with efficacy. In the trial, 50% (7/14) of patients achieved a composite CR when receiving SENTI-202 doses manufactured from Donor X-characteristic-derived NK cells in Cycle 1.

The transaction has been approved by Senti Biosciences Holdings' board of directors and remains subject to customary closing conditions, including approval by stockholders. The company expects to file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission containing additional information regarding the proposed transaction.