{"url_path":"/sec/snti/8-k/2026-07-15/item-5-01","section_key":"item-5-01","section_title":"Item 5.01 Changes in Control of Registrant.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1854270/0001628280-26-048248-index.html","accession_number":"0001628280-26-048248","cik":"0001854270","ticker":"SNTI","issuer_name":"Senti Biosciences Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854270/0001628280-26-048248-index.html","primary_entity_key":"0001854270","primary_entity_name":"Senti Biosciences Holdings, Inc."},"word_count":741,"has_tables":true,"body_markdown":"Item 5.01 Changes in Control of Registrant.\n\nThe information set forth in Item 1.01 to this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.\n\nAs previously reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2026, Celadon, an affiliate of Parent and the Investor and the Company’s largest stockholder and a holder of more than five percent of the Company’s outstanding capital stock, would beneficially own 54.6% of the\n\nCompany’s common stock as a result of the future issuance and sale of the first tranche of Notes, consisting of an aggregate principal amount of $10.0 million of Notes (the “Initial Notes”), assuming approval (the “Issuance Approval”) by the Company’s stockholders of the Company’s issuance of shares of its common stock underlying the Notes beyond 19.99% of the Company’s common stock outstanding as of the date of the Securities Purchase Agreement and the immediate exchange of the Initial Notes by the Investor for the Company’s common stock. As previously reported in the Company’s Current Report on Form 8-K, filed with the SEC on May 26, 2026, the Company issued and sold the Initial Notes to the Investor on May 20, 2026.\n\nPursuant to the Securities Purchase Agreement, a second tranche of Notes, consisting of up to $30.0 million in aggregate principal amount, may be issued after the first tranche, subject to (i) the discretionary election of the purchaser of the Initial Notes and (ii) the satisfaction of certain specified closing conditions. In addition, under the Securities Purchase Agreement, the Company would not be obligated to issue any Notes other than the Initial 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, Parent would merge with and into Midco and Midco 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.\n\nNotwithstanding the foregoing, pursuant to the Merger Agreement, no later than twenty-one (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 is required to fund and purchase Additional Notes in accordance with the terms of the Securities Purchase Agreement, in an amount equal to the Additional Funding Amount, minus the aggregate amount of net proceeds actually received by the Company from sales of the Company’s common stock pursuant to the ATM Facility.\n\nPursuant to the Securities Purchase Agreement, although the Company is not obligated to issue or sell any additional Notes beyond the Initial Notes other than the $6.0 million in aggregate principal amount of Notes that Parent may be required to purchase pursuant to the Merger Agreement, the Company may choose to sell up to a total of $30.0 million in aggregate principal amount of Notes, in addition to the Initial Notes, pursuant to the Securities Purchase Agreement. Assuming that the Company sells $6.0 million or $30.0 million in aggregate principal amount of such additional Notes, the Issuance Approval is obtained and the Investor immediately exchanges all of its Notes for shares of the Company’s common stock, an affiliate of Parent and Investor would beneficially own 62.3% or 77.5%, respectively, of the Company’s common stock. In addition, pursuant to the terms of the Notes, if the Merger closes, the Company has the right to force the exchange of all outstanding Notes for shares of its common stock.\n\nIn accordance with the Securities Purchase Agreement, the Investor has agreed to pay approximately $5.8 million in connection with an assumed purchase of $6.0 million of Additional Notes, and any purchase price for the Additional Notes, if any are sold, is expected to be funded by equity financing by the Investor or one of its affiliates.\n\nTo the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company."}