Entry into a Material Definitive Agreement—The Notes” in the Company’s Current Report on Form 8-K filed by the Company on May 1, 2026, as supplemented by the Company’s Current Reports on Form 8-K filed by the Company on May 26, 2026, August 20, 2026 and September 2, 2026, each of which is incorporated herein by reference. In connection with the issuance and sale of Notes to NSG described herein, the Form of Senior Secured Convertible Note of Senti Holdings, Inc. was amended to account for the…

Additional Information and Where to Find It In connection with the issuance of any Notes beyond the Exchange Cap (as defined in the Notes) and the potential transaction pursuant to which, if consummated, an entity affiliated with Celadon would merge with and into Senti Holdings and Senti Holdings 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…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 27, 2026, the Company received (1) a written notice (the “Minimum Bid Price Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive trading days, the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), had closed below the minimum bid price requ…

Entry Into a Material Definitive Agreement. On September 1, 2026, the Securities Purchase Agreement, dated April 27, 2026 (the “Purchase Agreement”), by and among the Senti Biosciences Holdings, Inc. (the “Company”), Senti Holdings, Inc (“Senti Holdings” or “Midco”), Senti Biosciences, Inc. (“Opco”), CPIF II-7 was amended pursuant to Amendment No. 1 to Securities Purchase Agreement, dated as of September 1, 2026 (the “Amendment”), by and among the Company, Midco, Opco, CPIF II-7 and NSG BioIn…

Additional Information and Where to Find It In connection with the issuance of any Notes beyond the Exchange Cap (as defined in the Notes) and the potential transaction pursuant to which, if consummated, an entity affiliated with Celadon would merge with and into Senti Holdings and Senti Holdings 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…

Entry Into a Material Definitive Agreement. On August 14, 2026, Senti Holdings, Inc. (“Senti Holdings”), a wholly owned subsidiary of Senti Biosciences Holdings, Inc. (the “Company”), issued and sold to Celadon Partners SPV 24 (“Celadon”) $4.0 million in aggregate principal amount of its Senior Secured Convertible Notes (the “Notes”) pursuant to the previously announced Securities Purchase Agreement, dated April 27, 2026, by and among the Company, Senti Holdings, Senti Biosciences, Inc. and C…

by reference. As 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 Company’s common stock as a result of the future issuance and sale of the first tranche of Notes, consisting of an aggregate princi…

Entry Into a Material Definitive Agreement. Overview On July 14, 2026, Senti Biosciences Holdings, Inc., a Delaware corporation (the “Company”) entered into an agreement with a private affiliate of its largest stockholder, Celadon Partners, under which that affiliate would acquire substantially all of the Company’s existing business and pipeline through a merger transaction. Following the transaction, the Company is expected to remain a public company with a significantly streamlined operatin…

to this Current Report on Form 8-K, based on preliminary estimates and currently available information, the Company estimates that its cash and cash equivalents were $6.5 million as of June 30, 2026. The Company currently believes that such amounts, when combined with the Additional Funding Amount, are expected to fund its operations through the expected closing of the Merger and into approximately the fourth quarter of 2026. This estimated amount of the Company’s cash and cash equivalents as…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained above in

Entry into a Material Definitive Agreement—The Notes ” in the Company’s Current Report on Form 8-K filed by the Company on May 1, 2026 (the “Current Report”), which is incorporated herein by reference. In connection with the issuance and sale of the Notes on May 20, 2026, Acquiom Agency Services LLC was appointed collateral agent for the Notes, and the Form of Senior Secured Convertible Note of Senti Holdings, Inc. is re-filed herewith to reflect certain provisions added to the Note in connec…

Results of Operations and Financial Condition. On May 14, 2026 , Senti Biosciences Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information in this

Entry Into a Material Definitive Agreement. Securities Purchase Agreement On April 27, 2026, Senti Biosciences Holdings, Inc. (the “Company”), Senti Holdings, Inc., a direct, wholly owned subsidiary of the Company (“Senti Holdings”), and Senti Biosciences, Inc., a direct wholly owned subsidiary of Senti Biosciences Holdings (“Senti Biosciences”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with one accredited investor (the “Investor”), pursuant to which…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained above in

The Notes and the shares of Company common stock, Senti Biosciences common stock and Senti Holdings common stock underlying the Notes were offered in and are to be issued to the Investor without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Ac…

by reference. Assuming the issuance of the Initial Notes on the date hereof, the Issuance Approval and the immediate exchange of such Notes by Celadon for Company common stock, Celadon would, based on its Schedule 13D/A filed with the SEC on March 31, 2026, beneficially own 54.6% of the Company’s outstanding common stock. Celadon has agreed to pay an aggregate of $9.7 million for the Initial Notes, and the purchase price is expected to be funded by equity financing by Celadon. To the knowledg…

Results of Operations and Financial Condition. On March 27, 2026 , Senti Biosciences, Inc. issued a press release announcing its financial results for the year ended December 31, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information in this

Entry into a Material Definitive Agreement. Lease Amendment On March 17, 2026, Senti Biosciences, Inc. (the “Company”) entered into a First Amendment to Lease (the “Lease Amendment”), which amended that certain Research and Development and Laboratory Lease Agreement dated June 3, 2021 (the “Original Lease Agreement” and the Original Lease Agreement as amended by the Lease Amendment, the “Amended Lease”) by and between the Company and 1430 South Loop Owner, LLC (the “Landlord”) for the Company…

Other Events The Company has also made available a slide presentation deck relating to initial clinical data from the Phase 1 clinical trial of SENTI-202, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.2. Cautionary Note Regarding Forward Looking Statements This Current Report on Form 8-K and other related mate…

Results of Operations and Financial Condition. On November 13, 2025 , Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information in this

Results of Operations and Financial Condition. On August 7, 2025, Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information in this

Director — Bryan Baum: Appointment of Bryan Baum as a new Director to the Board.

Results of Operations and Financial Condition. On May 6, 2025, Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information in this

Results of Operations and Financial Condition. In connection with the press release described in

of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.