0001628280-26-029320
SEC filingSenti Biosciences entered a securities purchase agreement with Celadon-affiliated investor for up to $40M senior secured convertible notes, with $10M initial tranche post-holding company reorganization.
Senti Biosciences completed its holding company reorganization on April 24, 2026, enabling the initial closing of a $10M tranche of senior secured convertible notes issued by subsidiary Senti Holdings, Inc. The notes carry a $0.6261/share conversion/exchange price with full-ratchet anti-dilution protection, maturing six months post-closing with 200% principal repayment if not converted. An additional $30M tranche remains at the investor's (Celadon affiliate) discretion, contingent on negotiating a CVR transaction that could deliver up to $60M in milestone-based cash payments to existing stockholders tied to SENTI-202 regulatory/sales achievements. Celadon, already the largest stockholder (>5%), would reach 54.6% ownership upon full initial tranche conversion post-stockholder approval required by August 31, 2026. The financing provides critical non-dilutive capital for SENTI-202 CMC and clinical advancement amid liquidity constraints, but introduces control shift risks, extensive covenants limiting future financings, and potential significant dilution given the low conversion price relative to recent trading levels. Secured by first-priority liens on substantially all assets and guaranteed by operating subsidiaries, the structure prioritizes noteholders in any distress scenario.