Senti Biosciences Files 8-K for Bylaw Amendments

TL;DR

Senti Bio filed an 8-K for bylaw changes and financials. Standard stuff.

AI Summary

Senti Biosciences, Inc. filed an 8-K on July 17, 2024, reporting amendments to its articles of incorporation or bylaws and financial statements. The company, incorporated in Delaware, is in the biological products sector and is headquartered in South San Francisco, California.

Why It Matters

This filing indicates corporate governance updates and the submission of financial exhibits, which are standard procedures for public companies to maintain compliance.

Risk Assessment

Risk Level: low — This is a routine filing for corporate governance and financial reporting, not indicating any immediate operational or financial distress.

Key Numbers

• 001-40440 — SEC File Number (Identifies the company's filing with the SEC.)
• 86-2437900 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Senti Biosciences, Inc. (company) — Registrant
• July 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• South San Francisco, California (location) — Business address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SNTI The Nasdaq Capital Marke

Filing Documents

• snti-20240717.htm (8-K) — 37KB
• a202407178kex31.htm (EX-3.1) — 14KB
• a202407178kex41.htm (EX-4.1) — 21KB
• 0001854270-24-000094.txt ( ) — 211KB
• snti-20240717.xsd (EX-101.SCH) — 2KB
• snti-20240717_lab.xml (EX-101.LAB) — 23KB
• snti-20240717_pre.xml (EX-101.PRE) — 13KB
• snti-20240717_htm.xml (XML) — 3KB

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. On July 17, 2024, Senti Biosciences, Inc. (the "Company") filed an amendment (the "Certificate of Amendment") to its Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). As previously disclosed, at its 2024 Annual Meeting of Stockholders held on July 10, 2024 (the "Annual Meeting"), and upon the recommendation of the Company's Board of Directors (the "Board"), the Company's stockholders approved a certificate of amendment to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-30, as determined by the Board in its discretion, subject to the Board's authority to abandon such amendment (the "Reverse Stock Split Amendment"). The Reverse Stock Split Amendment was described in detail under "Proposal 3 – To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock, par value $0.0001 per share, at a ratio ranging from any whole number between 1-for-5 and 1-for-30, as determined by our board of directors in its discretion, subject to our board of directors' authority to abandon such amendments" beginning on page 16 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 Reverse Stock Split Amendment was included in Annex B of the Proxy Statement. On July 10, 2024, following the Annual Meeting, the Board approved a reverse stock split of the Common Stock at a ratio of 1-for-10. Effective as of 5:00 p.m. Eastern Time on July 17, 2024, the Company filed the Reverse Stock Split Amendment and effected

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. (Reverse Stock Split Amendment). 4.1 Form of Common Stock Certificate for Senti Biosciences, Inc. 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 17, 2024 By: /s/ Timothy Lu Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR