--- title: "Senti Biosciences unit sells $2.0 million in convertible notes to NSG" url: "https://aibio.space/news/senti-biosciences-unit-sells-2-0-million-convertible-notes-nsg/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-09-03" section: "Debt Financing" tickers: "NASDAQ:SNTI" source: "https://www.sec.gov/Archives/edgar/data/1854270/000162828026060600/snti-20260903.htm" summary: "The notes were issued under an April 27, 2026 purchase agreement, as amended on September 1, 2026. A separate $2.5 million equity commitment was signed the" --- By the aibio.space news desk. Sources - [Senti Biosciences Holdings, Inc. 8-K (2026-09-04)](https://www.sec.gov/Archives/edgar/data/1854270/000162828026060600/snti-20260903.htm) - [Senti Biosciences Holdings, Inc. 10-K (2026-03-27): business](https://www.sec.gov/Archives/edgar/data/1854270/000162828026021580/snti-20251231.htm) - [Senti Biosciences Holdings, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1854270/000162828026021580/) [SNTI](https://aibio.space/companies/senti-biosciences/) 2026-09-03 # Senti Biosciences unit sells $2.0 million in convertible notes to NSG Tickers [SNTI](https://aibio.space/companies/senti-biosciences/) The notes were issued under an April 27, 2026 purchase agreement, as amended on September 1, 2026. A separate $2.5 million equity commitment was signed the same day. ## Key facts - **Company**: Senti Biosciences Holdings, Inc. (NASDAQ: SNTI) - **News type**: Debt Financing - **Primary source**: [Senti Biosciences Holdings, Inc. 8-K (2026-09-04)](https://www.sec.gov/Archives/edgar/data/1854270/000162828026060600/snti-20260903.htm) *Stock prices on an electronic board. CC0, via rawpixel. The picture shows the field, not the companies named.* Senti Holdings, Inc., a wholly owned subsidiary of Senti Biosciences Holdings, Inc. (Nasdaq: [SNTI](https://aibio.space/companies/senti-biosciences/)), completed on September 3, 2026 the sale of $2.0 million in aggregate principal amount of its Senior Secured Convertible Notes to NSG BioInnovation Fund, L.P., according to the company's 8-K. NSG BioInnovation Fund, L.P. is the noteholder. ## The notes and the amendment The notes were sold under a Securities Purchase Agreement dated April 27, 2026, as amended by Amendment No. 1 dated September 1, 2026, which added NSG as a party. The 8-K says the notes carry the terms described in earlier 8-K filings from May 1, 2026, May 26, 2026, August 20, 2026 and September 2, 2026. It does not restate the interest rate or maturity. The 8-K ties further issuance above an exchange cap, defined in the notes, to a pending transaction and to a proxy statement on Schedule 14A that the company preliminarily filed on July 21, 2026. The purchase agreement is among the company, Senti Holdings, Senti Biosciences, Inc. and the purchasers. The filing names no placement agent or advisor for the notes, and it names no underwriter. On September 3, 2026, the company signed an equity commitment letter with an affiliate of Celadon Partners, LLC, which the exhibit list identifies as CPIF II-9 Limited. Subject to conditions, the affiliate agreed to buy $2.5 million of common stock at the Nasdaq minimum price defined in Listing Rule 5635(d), at or around the closing of the merger. That merger would combine an entity affiliated with Celadon into Senti Holdings. Senti Holdings would then 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 regulatory and sales milestones for SENTI-202. The letter also gives the affiliate customary demand and piggyback registration rights and gives the company customary indemnification obligations. The 8-K does not describe the milestones beyond those categories. ## The lead program and its data SENTI-202 is the company's lead candidate, an off-the-shelf CAR-NK cell therapy designed to target CD33 and FLT3 in hematologic malignancies, including acute myeloid leukemia. The company says it is potentially first-in-class. It is in an open-label, multi-center Phase 1 trial in the United States and Australia for relapsed or refractory blood cancers. The company reports response data from twenty AML patients in that trial, including a 50% overall response rate, 42% achieving a CR or CRh, and a 7.6 months median duration of composite complete remission. The 10-K calls these initial clinical data. They come from a small open-label Phase 1 study, so they say little about how the drug would perform in a larger or controlled population. The company also says all patients treated showed a favorable safety profile and that 100% of the complete remissions were measurable residual disease negative at the recommended phase 2 dose, but it gives no safety tables. The FDA granted Orphan Drug Designation in June 2025 and RMAT designation in December 2025, the latter based on the ongoing Phase 1 trial. SENTI-202 is still in Phase 1. The pipeline otherwise holds preclinical programs: a solid tumor cell therapy and cell therapies for regenerative medicine partnered with BlueRock Therapeutics, Inc. ## Losses and cash Research and development expense was $37.6 million in 2025, up from $34.4 million in 2024. The net loss was $61.4 million in 2025, up from $52.8 million in 2024. Cash used in operations rose to $43.4 million in 2025 from $41.4 million in 2024, and year-end cash fell to $16.4 million in 2025 from $48.3 million in 2024, according to the company's filings. Cash and cash equivalents were $6.5 million at June 30, 2026. The $2.0 million in notes and the $2.5 million equity commitment are small set against $43.4 million of operating cash use in 2025 and a $6.5 million balance at mid-2026. The merger and the notes issued beyond the exchange cap depend on a stockholder vote. The company says it will mail proxy materials after filing a definitive proxy statement, and the 8-K gives no meeting date. 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Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Senti Biosciences unit sells $2.0 million in convertible notes to NSG", 2026-09-03, https://aibio.space/news/senti-biosciences-unit-sells-2-0-million-convertible-notes-nsg/