Senti Biosciences Files 8-K on Financial Obligations & Equity Sales

TL;DR

Senti Bio filed an 8-K on 12/31/24: new debt and equity sales. Watch closely.

AI Summary

On December 31, 2024, Senti Biosciences, Inc. filed an 8-K report detailing several key events. The company entered into a direct financial obligation and also reported unregistered sales of equity securities. The filing also included other events and financial statements/exhibits.

Why It Matters

This filing indicates potential new financial commitments and equity transactions for Senti Biosciences, which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing mentions direct financial obligations and unregistered sales of equity, which can introduce financial risk and dilution concerns.

Key Players & Entities

• Senti Biosciences, Inc. (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 2 Corporate Drive, First Floor, South San Francisco, California 94080 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value per share SNTI The Nasdaq
• $10.0 million — ck, for gross proceeds of approximately $10.0 million. The foregoing summary of the Securitie

Filing Documents

• ef20040800_8k.htm (8-K) — 37KB
• ef20040800_ex99-1.htm (EX-99.1) — 14KB
• image00001.jpg (GRAPHIC) — 2KB
• 0001140361-25-000337.txt ( ) — 198KB
• snti-20241231.xsd (EX-101.SCH) — 4KB
• snti-20241231_lab.xml (EX-101.LAB) — 22KB
• snti-20241231_pre.xml (EX-101.PRE) — 16KB
• ef20040800_8k_htm.xml (XML) — 4KB

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained below in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained below in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The shares of Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") and accompanying warrants (the "Warrants") to purchase shares of the common stock, par value $0.0001 per share (the "Common Stock") of Senti Biosciences, Inc. (the "Company") were sold and, upon conversion of the Series A Preferred Stock and upon exercise of the Warrants, the securities underlying the Series A Preferred Stock and Warrants will be issued without registration under 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 Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

01

Item 8.01 Other Events. As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 2, 2024, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional investors (the "Investors") for the issuance and sale of shares of Series A Preferred Stock and Warrants to purchase shares of the Company's Common Stock in a private placement offering (the "Offering"). Pursuant to the Securities Purchase Agreement, on December 31, 2024, the Company closed its subsequent closing of the Offering whereby a certain investor exercised its option to purchase 4,444 shares of Series A Preferred Stock and accompanying Warrants to purchase 6,666,000 shares of Common Stock, for gross proceeds of approximately $10.0 million. The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is qualified in their entirety by reference to the Securities Purchase Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 2, 2024 and is incorporated herein by reference. The Company also issued a press release announcing the subsequent closing on January 6, 2025, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibit Number Description 10.1 Securities Purchase Agreement, dated December 2, 2024, by and among Senti Biosciences, Inc., and the purchasers named therein (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (File No. 001-40440) filed on December 2, 2024). 99.1 Press Release dated January 6, 2025. 104 Cover Page Interactive Data File-the cover page XBRL tags are 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: January 6, 2025 By: /s/ Timothy Lu, M.D., Ph.D. Timothy Lu, M.D., Ph.D. Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR