Securities Purchase Agreement


 

On April 27, 2026, Senti Biosciences Holdings, Inc. (the "Company"), Senti Holdings, Inc., a direct, wholly owned subsidiary of the Company ("Senti Holdings"), and Senti Biosciences, Inc., a direct wholly owned subsidiary of Senti Biosciences Holdings ("Senti Biosciences"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with one accredited investor (the "Investor"), pursuant to which Senti Holdings agreed to issue and sell in a private placement up to $40.0 million in aggregate principal amount of its Senior Secured Convertible Notes (the "Notes") in up to two tranches, subject to the satisfaction of certain specified closing conditions. The terms of the Notes are described below in the section titled "TheNotes".


 

The Investor is an entity affiliated with Celadon Partners SPV 24 ("Celadon"), which is the Company's largest stockholder and a holder of more than five percent of the Company's outstanding capital stock.


 

Pursuant to the Securities Purchase Agreement, the first tranche consists of $10.0 million in aggregate principal amount of Notes that are to be issued (the "Initial Notes"), subject to the satisfaction of certain specified closing conditions, which include, but are not limited to, that Senti Biosciences shall have consummated its previously disclosed holding company reorganization (the "Holding Company Reorganization") pursuant to which Senti Biosciences would merge with and into a subsidiary of Senti Holdings with Senti Biosciences surviving as a wholly-owned, direct subsidiary of Senti Holdings. The Holding Company Reorganization was consummated on April 24, 2026.


 

Pursuant to the Securities Purchase Agreement, the second tranche may consist of up to $30.0 million in aggregate principal amount of Notes that are to be issued after the first tranche (the "Additional Notes"), subject to (1) Celadon's discretionary election and (2) the satisfaction of certain specified closing conditions. The Company will not be obligated to issue any Additional Notes unless the parties shall have executed, within thirty days of the closing of the Initial Notes, definitive documents for a potential transaction (the "CVR Transaction") pursuant to which, if consummated, an entity affiliated with Celadon would merge with and into Senti Holdings and Senti Holdings would issue a contingent value right (a "CVR") 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.


 

Senti Holdings agreed to several covenants in the Securities Purchase Agreement, including, but not limited to:


 

•The Company agreed to use substantially all of the net proceeds from the sale of the Notes for general corporate purposes and to advance CMC and clinical trials for their product candidate, SENTI-202;


 

•Senti Holdings agreed to pay Celadon 3.0% of the aggregate principal amount of the Notes purchased at a closing by Celadon and any purchaser of Notes brought in by Celadon;


 

•Senti Holdings and the Company each agreed to certain limitations on their ability to issue securities; and


 

•As promptly as practicable, the Company agreed to solicit the approval of its stockholders at a meeting to be held not later than August 31, 2026 to approve the Company's issuance of shares of its common stock underlying the Notes without giving effect to the Exchange Cap (as defined below) (the "Issuance Approval"), and Celadon agreed to vote in support of such proposal.


 

The Securities Purchase Agreement also included certain customary representations and warranties with respect to the Company, Senti Holdings and the Investor. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties therein, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding its terms, and not to provide investors with any other factual information regarding the Company, Senti Holdings or their business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the SEC.