aibioSenti Biosciences unit sells $4.0 million of convertible notes to Celadon
Tickers SNTI
The notes were issued under an April 27, 2026 purchase agreement. The filing also ties the company to a potential merger with a contingent value right that could pay up to $60.0 million in cash.
Key facts
- Company
- Senti Biosciences Holdings, Inc. (NASDAQ: SNTI)
- News type
- Debt Financing
- Primary source
- Senti Biosciences Holdings, Inc. 8-K (2026-08-20)
Senti Holdings, Inc., a wholly owned subsidiary of Senti Biosciences Holdings, Inc. (Nasdaq: SNTI), issued and sold $4.0 million in aggregate principal amount of Senior Secured Convertible Notes to Celadon Partners SPV 24 on August 14, 2026. The company reported the sale in a Form 8-K filed on August 20, 2026. Celadon Partners SPV 24 is the only noteholder the filing names. The filing names no placement agent, underwriter, financial advisor or counsel.
The notes were sold under a Securities Purchase Agreement dated April 27, 2026, among Senti Biosciences Holdings, Senti Holdings, Senti Biosciences, Inc. and Celadon. The filing says the notes have the terms described in company 8-Ks filed May 1, 2026 and May 26, 2026. It does not restate the interest rate, the maturity date or the conversion terms, so the 8-K alone does not show what the $4.0 million costs the company or how many shares it could convert into.
The proposed merger and contingent value right
The filing also describes a potential transaction. An entity affiliated with Celadon Partners, LLC would merge into Senti Holdings. Senti Holdings would then issue a contingent value right to the company's stockholders, which may pay up to $60.0 million in cash in aggregate. The payment depends on regulatory and sales milestones for SENTI-202, and the filing does not describe those milestones further. The company filed a preliminary proxy statement on Schedule 14A for these transactions on July 21, 2026, and says it will mail the definitive materials to stockholders entitled to vote at a meeting.
The preliminary proxy statement also covers the issuance of any notes beyond an Exchange Cap, as defined in the notes. The 8-K does not state the Exchange Cap, so the amount that could be issued above it is not shown.
The business and its finances
Senti describes itself as a clinical-stage biotechnology company developing cell and gene therapies built on gene circuit technology. Its lead candidate, SENTI-202, is an off-the-shelf CAR-NK cell therapy for relapsed or refractory blood cancers, including acute myeloid leukemia (AML). It is in an open-label Phase 1 trial in the United States and Australia. The 10-K reports data from twenty AML patients in that trial: a 50% overall response rate, 42% who achieved complete remission or complete remission with incomplete hematologic recovery, and a median composite complete remission duration of 7.6 months. The study is small, open-label and has no comparison group, so these figures cannot show how the drug compares with standard treatment. The 10-K says all patients treated with SENTI-202 showed a favorable safety profile, a company statement that comes without safety figures in the business section. The company also holds an FDA orphan drug designation for SENTI-202 and a partnership with BlueRock Therapeutics on regenerative medicine.
Research and development expense was $37.6 million in 2025, against $34.4 million in 2024. The net loss was $61.4 million in 2025, against $52.8 million in 2024. Cash used in operations was $43.4 million in 2025, against $41.4 million in 2024. The company reported no revenue in 2024.
Year-end cash and cash equivalents were $48.3 million at the end of 2024 and $16.4 million at the end of 2025, according to the company's filings, with the 2025 figure taken from a 10-Q filed August 14, 2026. Cash and cash equivalents were $6.5 million at June 30, 2026.
Set against that, the company had $6.5 million of cash at June 30, 2026, while it used $43.4 million in operations in 2025. The $4.0 million of secured notes sold on August 14 is smaller than that annual cash use and the notes are described as senior secured. The 8-K does not discuss going-concern doubt.