aibioSenti Biosciences signs merger agreement with Celadon affiliate, with CVRs tied to SENTI-202
Tickers SNTI
Senti Biosciences agreed on July 14, 2026 to move most of its business, including lead candidate SENTI-202, to an affiliate of its largest stockholder. Holders would receive contingent value rights worth up to $60 million that pay only if milestones are met, while the company used $43.4 million in operations in 2025.
Key facts
- Company
- Senti Biosciences Holdings, Inc. (NASDAQ: SNTI)
- News type
- Mergers
- Primary source
- Senti Biosciences Holdings, Inc. Form 8-K filed July 15, 2026 (SEC EDGAR)
Senti Biosciences Holdings, Inc. has agreed to a merger that would move most of its business, including its lead cell therapy SENTI-202, to a private affiliate of its largest stockholder, Celadon Partners. The company signed the Agreement and Plan of Merger on July 14, 2026 and reported it in a Form 8-K filed July 15, 2026. The deal has not closed and still needs stockholder approval.
What the merger does
The buyer is Celadon Partners SPV 35 Limited, a Cayman Islands company the filing calls Parent. Parent is affiliated with Celadon Partners SPV 24, which the filing calls the company's largest stockholder and a holder of more than five percent of its capital stock. The merger agreement's recitals say CPIF II-7 Limited beneficially owns about 54.6% of the common stock. Under the deal, Merger Sub merges into Midco, a subsidiary of the company, and Midco survives as a wholly owned subsidiary of Parent.
The company would keep its Regulator Dial programs, including a gene therapy for Rett syndrome and armored tumor-infiltrating lymphocyte, or TIL, therapies, along with a modest amount of cash to fund early work on them. It would also keep incurring part of its historical expenses of operating as a public company. The release says the company plans to seek additional financing after closing.
The CVRs and the trial data
Stockholders, restricted stock unit holders, option holders and warrant holders would receive contingent value rights, or CVRs. The CVR record date falls five to ten days after closing, and each common share outstanding then gets one CVR. According to the press release filed as Exhibit 99.1, the CVRs pay up to $60 million over seven years if SENTI-202 reaches three milestones: $10 million on filing and acceptance of a Biologics License Application, $20 million on FDA approval, and $30 million at $200 million in cumulative net sales. The release does not say that a Biologics License Application has been filed, so the first payment depends on a step that is still ahead. The new owner would be a privately held company controlled by affiliates of Celadon, the company's largest investor.
The release says SENTI-202 holds Regenerative Medicine Advanced Therapy designation and produced durable MRD-negative responses in a 22-patient Phase 1 trial. It also reports that 7 of 14 patients reached a composite complete response when they received SENTI-202 made from NK cells with a donor characteristic the company calls Donor X. The release also says that characteristic appears in about 50% of adult donors. A 14-patient group from an early trial is small, and the release gives no comparison group.
Votes and the company's finances
Closing requires approval by a majority of outstanding shares and by a majority of the votes cast by holders not affiliated with Parent. The filing says consummation is not subject to a financing condition. The agreement requires Parent or an affiliate to buy additional Senior Secured Convertible Notes of Midco within twenty-one days, in an amount equal to $6,000,000 minus net proceeds the company receives from sales under its at-the-market facility with Leerink Partners LLC. Either side may terminate if the merger is not completed by December 31, 2026.
The 2025 annual report, filed March 27, 2026 and signed by Timothy Lu as chief executive and Jay Cross as chief financial officer, shows a net loss of $61.4 million for 2025, against $52.8 million for 2024. Research and development expense was $37.6 million in 2025 and $34.4 million in 2024. Cash used in operations was $43.4 million in 2025 and $41.4 million in 2024. Year-end 2024 cash and cash equivalents were $48.3 million, and the company reported $0 in revenue for 2024.
The company describes itself as a clinical-stage biotechnology company developing cell and gene therapies engineered with gene circuits. Its common stock trades on the Nasdaq Capital Market under the symbol SNTI. Its retained programs are early stage, and the release gives no timetable for them beyond the closing.