Senti Biosciences Files 8-K on Security Holder Matters

Ticker: SNTI · Form: 8-K · Filed: Jul 12, 2024 · CIK: 1854270

Sentiment: neutral

Topics: corporate-governance, security-holders, amendment

TL;DR

Senti Bio filed an 8-K detailing changes to security holder rights and corporate governance. Check it out.

AI Summary

Senti Biosciences, Inc. filed an 8-K on July 12, 2024, reporting on events that occurred on July 10, 2024. The filing indicates material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes affecting Senti Biosciences' security holders, requiring their attention and understanding of their rights.

Risk Assessment

Risk Level: medium — Filings related to material modifications of security holder rights and amendments to corporate governance documents can indicate significant changes that may impact the company's operations and stock value.

Key Players & Entities

FAQ

What specific material modifications were made to the rights of Senti Biosciences' security holders?

The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the summary text and would require reviewing the full document.

Were there any amendments to Senti Biosciences' articles of incorporation or bylaws?

Yes, the filing explicitly states 'Amendments to Articles of Incorporation or Bylaws' as an item of information being reported.

Were any matters submitted to a vote of Senti Biosciences' security holders?

Yes, the filing lists 'Submission of Matters to a Vote of Security Holders' as an item of information being reported.

What is the significance of the 'Financial Statements and Exhibits' being included in this 8-K?

The inclusion of 'Financial Statements and Exhibits' suggests that the reported events may be accompanied by financial data or supporting documentation relevant to the modifications and votes mentioned.

When was Senti Biosciences, Inc. incorporated?

Senti Biosciences, Inc. was incorporated in Delaware.

Filing Stats: 1,166 words · 5 min read · ~4 pages · Grade level 12.6 · Accepted 2024-07-12 16:13:56

Key Financial Figures

Filing Documents

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. As further described under Item 5.07 of this Current Report on Form 8-K, on July 10, 2024 at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Senti Biosciences, Inc. (the "Company"), and upon the recommendation of the Board of Directors (the "Board") of the Company, the Company's stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the "Certificate of Incorporation") to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law (the "Officer Exculpation Amendment"). The Officer Exculpation Amendment was previously approved by the Board, subject to stockholder approval. The Officer Exculpation Amendment is described in detail under "Proposal 2 – To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to include an officer exculpation provision that limits the liability of certain of our officers as permitted under current Delaware law" beginning on page 14 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 29, 2024 (the "Proxy Statement") in connection with the Annual Meeting. The text of the Officer Exculpation Amendment was included in Annex A of the Proxy Statement. The Officer Exculpation Amendment became effective upon its filing with the Secretary of State of the State of Delaware on July 10, 2024. The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. During the Annual Meeting, the Company's stockholders considered and voted on the three proposals set forth below, each of which is described in greater detail in the Company's Proxy Statement. Represented in person or by proxy at the Annual Meeting were 31,557,750 shares of the Company's Common Stock, out of 45,755,021 shares entitled to vote at the Annual Meeting, or 68.97% of the total number of shares outstanding as of May 13, 2024 (the "Record Date"). The final voting results of the matters submitted to the stockholders' vote are set forth below. Proposal 1 - Ratification of Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024: The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 30,547,655 63,495 946,600 - Proposal 2 – Amendment of the Company's Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company permitted under current Delaware law: The stockholders approved an amendment to the Certificate of Incorporation to include an officer exculpation provision that limits the liability of certain of the Company's officers as permitted under current Delaware law. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 24,308,049 114,798 31,900 7,103,003 Proposal 3 – Amendment of the Company's Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of the Company's Common Stock: The stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company's Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-30, as determ

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Senti Biosciences, Inc. (Officer Exculpation Amendment) filed with Delaware Secretary of State on July 10, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SENTI BIOSCIENCES, INC. Date: July 12, 2024 By: /s/ Timothy Lu, M.D., Ph.D. Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer

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