Senti Biosciences issues $10.0 million senior secured convertible notes

The closing

On May 20, 2026, Senti Holdings, Inc., a wholly owned subsidiary of Senti Biosciences Holdings, Inc. (Nasdaq: SNTI), issued and sold $10.0 million in aggregate principal amount of Senior Secured Convertible Notes to Celadon Partners SPV 24. The sale followed a securities purchase agreement dated April 27, 2026 among the parent company, Senti Holdings, Senti Biosciences Inc. and Celadon. The Form 8-K, signed by Chief Executive Officer Timothy Lu, M.D., Ph.D., does not restate the interest rate, maturity or conversion price. It points to the description of the notes in a company 8-K filed May 1, 2026. It also does not say how the proceeds will be used, and it names no placement agent, underwriter or financial advisor.

Acquiom Agency Services LLC was appointed collateral agent for the notes. The form of the note was re-filed as Exhibit 10.1 to reflect provisions added when the agent was appointed. On the same day the parent company entered into a Registration Rights Agreement, a Guarantee given with all its direct and indirect subsidiaries other than Senti Holdings, and Voting Agreements with its directors and executive officers as well as Celadon. The 8-K says the terms are as disclosed in the earlier report.

Stockholder votes still ahead

The 8-K ties the notes to a larger transaction. It refers to the issuance of any notes beyond the "Exchange Cap" defined in the notes, and to a potential transaction in which an entity affiliated with Celadon would merge with and into Senti Holdings. Senti Holdings would then issue a contingent value right to the company's stockholders. The right may pay out up to an aggregate of $60.0 million in cash, subject to regulatory and sales milestones for the product candidate SENTI-202. The company intends to file a preliminary proxy statement on Schedule 14A and, later, a definitive one, and the 8-K cover page marks the filing as soliciting material under Rule 14a-12. Stockholders will therefore be asked to vote on these steps. The 8-K says information about the company's directors and executive officers appears in an amendment to its 2025 annual report filed on April 29, 2026.

The science behind the money

Senti describes itself as a clinical-stage company building cell and gene therapies with gene circuits. Its lead candidate, SENTI-202, is an off-the-shelf CAR-NK cell therapy in an open-label Phase 1 trial in the United States and Australia for relapsed or refractory blood cancers, including acute myeloid leukemia. The company reported data in 2024 and 2025 from twenty AML patients treated in the trial. It says 50% responded overall, 42% achieved CR/CRh, and that all complete remissions and 83% of all responses were negative for measurable residual disease at the recommended Phase 2 dose. The median duration of composite complete remission across all patients was 7.6 months. The company calls the safety profile favorable.

Those are early results from a small, open-label study reported by the company itself. The FDA has granted SENTI-202 Orphan Drug Designation, announced June 18, 2025, and Regenerative Medicine Advanced Therapy designation, announced December 9, 2025. Neither designation is an approval. Beyond SENTI-202, the pipeline consists of preclinical programs, including a solid tumor cell therapy, and cell therapy work for regenerative medicine partnered with BlueRock Therapeutics, Inc.

Losses and cash

The 10-K filed March 27, 2026 shows what the notes are funding. Research and development expense was $37.6 million in 2025, against $34.4 million in 2024. The net loss was $61.4 million, against $52.8 million. Cash used in operations was $43.4 million, against $41.4 million. Revenue was $0 in 2024. At the end of 2024, cash and cash equivalents were $48.3 million. A $10.0 million first closing is small against annual cash use of that size.

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