0001854270-22-000043 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 03, 2022
Entity Addresses [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40440
Entity Registrant Name	Senti Biosciences, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2437900
Entity Address, Address Line One	2 Corporate Drive, First Floor
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	(650)
Local Phone Number	239-2030
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SNTI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		43,857,077
Entity Central Index Key	0001854270
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Former Address
Entity Addresses [Line Items]
Entity Address, Address Line One	2875 El Camino Real
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94061

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 114,940,000	$ 56,034,000
Accounts receivable	846,000	483,000
Prepaid expenses and other current assets	3,975,000	3,676,000
Total current assets	119,761,000	60,193,000
Restricted cash	3,295,000	3,257,000
Property and equipment, net	47,259,000	12,368,000
Operating lease right-of-use assets	18,883,000	20,708,000
Other long-term assets	243,000	176,000
Total assets	189,441,000	96,702,000
Liabilities and Stockholders’ Equity (Deficit)
Accounts payable	1,768,000	5,187,000
Early exercise liability, current portion	135,000	626,000
Deferred revenue	99,000	1,656,000
Accrued expenses and other current liabilities	11,913,000	5,331,000
Operating lease liabilities	1,922,000	1,743,000
Total current liabilities	15,837,000	14,543,000
Operating lease liabilities, net of current portion	32,173,000	20,988,000
Contingent earnout liability	909,000	0
Early exercise liability, net of current portion	179,000	619,000
Deferred revenue, net of current portion	0	176,000
Total liabilities	49,098,000	36,326,000
Commitments and contingencies (Note 13)
Redeemable convertible preferred stock (A and B), $0.0001 par value; zero and 19,517,990 shares authorized at September 30, 2022 and December 31, 2021; zero and 19,517,988 shares issued and outstanding at September 30, 2022 and December 31, 2021; aggregate liquidation preference of zero and $163.8 million at September 30, 2022 and December 31, 2021, respectively	0	171,833,000
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized at September 30, 2022 and December 31, 2021; zero and zero shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	0	0
Common stock, $0.0001 par value; 500,000,000 and 27,006,600 shares authorized at September 30, 2022 and December 31, 2021; 43,638,917 and 2,972,409 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	4,000	0
Additional paid-in capital	295,415,000	3,619,000
Accumulated deficit	(155,076,000)	(115,076,000)
Total stockholders’ equity (deficit)	140,343,000	(111,457,000)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$ 189,441,000	$ 96,702,000

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Redeemable convertible preferred stock, par or stated value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized (in shares)	0	19,517,990
Redeemable convertible preferred stock, shares issued (in shares)	0	19,517,988
Redeemable convertible preferred stock, shares outstanding (in shares)	0	19,517,988
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 163,834,000
Preferred stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	0
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0
Common stock, par or stated value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	27,006,600
Common stock, shares issued (in shares)	43,638,917	2,972,409
Common stock, shares outstanding (in shares)	43,638,917	2,972,409

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Contract revenue	$ 1,516	$ 926	$ 3,477	$ 1,748
Grant income	250	177	750	220
Total revenue	1,766	1,103	4,227	1,968
Operating expenses
Research and development	8,056	5,410	24,904	15,548
General and administrative	10,795	7,116	29,936	15,981
Total operating expenses	18,851	12,526	54,840	31,529
Loss from operations	(17,085)	(11,423)	(50,613)	(29,561)
Other income (expense)
Interest income, net	542	5	573	7
Change in fair value of contingent earnout liability	(99)	0	8,779	0
Gain on extinguishment of convertible notes	0	0	1,289	0
Change in preferred stock tranche liability	0	0	0	(14,742)
Loss on impairment of fixed assets	0	(9)	0	(9)
Other income (expense)	2	21	(28)	(110)
Total other income (expense), net	445	17	10,613	(14,854)
Net loss	(16,640)	(11,406)	(40,000)	(44,415)
Comprehensive loss	$ (16,640)	$ (11,406)	$ (40,000)	$ (44,415)
Net loss per share, diluted (in dollars per share)	$ (0.38)	$ (3.90)	$ (1.99)	$ (15.33)
Net loss per share, basic (in dollars per share)	$ (0.38)	$ (3.90)	$ (1.99)	$ (15.33)
Weighted-average shares outstanding, diluted (in shares)	43,424,172	2,925,957	20,150,459	2,897,850
Weighted-average shares outstanding, basic (in shares)	43,424,172	2,925,957	20,150,459	2,897,850

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020	11,536,136
Beginning balance at Dec. 31, 2020	$ 89,662,000
Temporary Equity [Abstract]
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability issuance costs (in shares)	277,977
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability issuance costs	$ 2,294,000
Ending balance (in shares) at Mar. 31, 2021	11,814,113
Ending balance at Mar. 31, 2021	$ 91,956,000
Beginning balance (in shares) at Dec. 31, 2020		2,838,376
Beginning balance at Dec. 31, 2020	(58,713,000)	$ 0	$ 1,044,000	$ (59,757,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Additional Reverse Recapitalization transaction costs	(6,000)
Exercise of options of common stock (in shares)		563,460
Exercise of options of common stock	1,432,000		1,432,000
Early exercise of common stock options (in shares)		(512,670)
Early exercise of common stock options	(1,329,000)		(1,329,000)
Stock-based compensation	372,000		372,000
Net income (loss)	(21,002,000)			(21,002,000)
Ending balance (in shares) at Mar. 31, 2021		2,889,166
Ending balance at Mar. 31, 2021	$ (79,240,000)	$ 0	1,519,000	(80,759,000)
Beginning balance (in shares) at Dec. 31, 2020	11,536,136
Beginning balance at Dec. 31, 2020	$ 89,662,000
Ending balance (in shares) at Sep. 30, 2021	19,517,988
Ending balance at Sep. 30, 2021	$ 171,833,000
Beginning balance (in shares) at Dec. 31, 2020		2,838,376
Beginning balance at Dec. 31, 2020	(58,713,000)	$ 0	1,044,000	(59,757,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(44,415,000)
Ending balance (in shares) at Sep. 30, 2021		2,935,827
Ending balance at Sep. 30, 2021	$ (101,369,000)	$ 0	2,803,000	(104,172,000)
Beginning balance (in shares) at Mar. 31, 2021	11,814,113
Beginning balance at Mar. 31, 2021	$ 91,956,000
Temporary Equity [Abstract]
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability issuance costs (in shares)	7,703,875
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability issuance costs	$ 79,877,000
Ending balance (in shares) at Jun. 30, 2021	19,517,988
Ending balance at Jun. 30, 2021	$ 171,833,000
Beginning balance (in shares) at Mar. 31, 2021		2,889,166
Beginning balance at Mar. 31, 2021	(79,240,000)	$ 0	1,519,000	(80,759,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options of common stock (in shares)		12,891
Exercise of options of common stock	21,000		21,000
Vesting of early exercise of common stock options (in shares)		13,099
Vesting of early exercise of common stock options	28,000		28,000
Stock-based compensation	562,000		562,000
Net income (loss)	(12,007,000)			(12,007,000)
Ending balance (in shares) at Jun. 30, 2021		2,915,156
Ending balance at Jun. 30, 2021	$ (90,636,000)	$ 0	2,130,000	(92,766,000)
Ending balance (in shares) at Sep. 30, 2021	19,517,988
Ending balance at Sep. 30, 2021	$ 171,833,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options of common stock (in shares)		7,572
Exercise of options of common stock	19,000		19,000
Vesting of early exercise of common stock options (in shares)		13,099
Vesting of early exercise of common stock options	28,000		28,000
Stock-based compensation	626,000		626,000
Net income (loss)	(11,406,000)			(11,406,000)
Ending balance (in shares) at Sep. 30, 2021		2,935,827
Ending balance at Sep. 30, 2021	$ (101,369,000)	$ 0	2,803,000	(104,172,000)
Beginning balance (in shares) at Dec. 31, 2021	19,517,988
Beginning balance at Dec. 31, 2021	$ 171,833,000
Ending balance (in shares) at Mar. 31, 2022	19,517,988
Ending balance at Mar. 31, 2022	$ 171,833,000
Beginning balance (in shares) at Dec. 31, 2021	2,972,409	2,972,409
Beginning balance at Dec. 31, 2021	$ (111,457,000)	$ 0	3,619,000	(115,076,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options of common stock (in shares)		172,606
Exercise of options of common stock	422,000		422,000
Vesting of early exercise of common stock options (in shares)		143,524
Vesting of early exercise of common stock options	375,000		375,000
Stock-based compensation	661,000		661,000
Net income (loss)	(11,808,000)			(11,808,000)
Ending balance (in shares) at Mar. 31, 2022		3,288,539
Ending balance at Mar. 31, 2022	$ (121,807,000)	$ 0	5,077,000	(126,884,000)
Beginning balance (in shares) at Dec. 31, 2021	19,517,988
Beginning balance at Dec. 31, 2021	$ 171,833,000
Ending balance (in shares) at Sep. 30, 2022	0
Ending balance at Sep. 30, 2022	$ 0
Beginning balance (in shares) at Dec. 31, 2021	2,972,409	2,972,409
Beginning balance at Dec. 31, 2021	$ (111,457,000)	$ 0	3,619,000	(115,076,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options of common stock (in shares)	199,807
Net income (loss)	$ (40,000,000)
Ending balance (in shares) at Sep. 30, 2022	43,638,917	43,638,917
Ending balance at Sep. 30, 2022	$ 140,343,000	$ 4,000	295,415,000	(155,076,000)
Beginning balance (in shares) at Mar. 31, 2022	19,517,988
Beginning balance at Mar. 31, 2022	$ 171,833,000
Temporary Equity [Abstract]
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (in shares)	(19,517,988)
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs	$ (171,833,000)
Ending balance (in shares) at Jun. 30, 2022	0
Ending balance at Jun. 30, 2022	$ 0
Beginning balance (in shares) at Mar. 31, 2022		3,288,539
Beginning balance at Mar. 31, 2022	(121,807,000)	$ 0	5,077,000	(126,884,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (in shares)		19,517,988
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs	171,835,000	$ 2,000	171,833,000
Issuance of common stock upon Reverse Recapitalization, net of transaction costs (in shares)		19,975,963
Issuance of common stock upon Reverse Recapitalization, net of transaction costs	112,182,000	$ 2,000	112,180,000
Contingent earnout liability recognized upon closing of the Reverse Recapitalization	(9,688,000)		(9,688,000)
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (in shares)		517,500
Cancellation and exchange of convertible note in connection with Reverse Capitalization	5,184,000		5,184,000
Gain recognized on fair value of embedded derivative after cancellation and exchange of convertible note	(1,289,000)		(1,289,000)
Exercise of options of common stock (in shares)		27,233
Exercise of options of common stock	74,000		74,000
Vesting of early exercise of common stock options (in shares)		41,047
Vesting of early exercise of common stock options	102,000		102,000
Stock-based compensation	9,225,000		9,225,000
Net income (loss)	(11,552,000)			(11,552,000)
Ending balance (in shares) at Jun. 30, 2022		43,368,270
Ending balance at Jun. 30, 2022	$ 154,266,000	$ 4,000	292,698,000	(138,436,000)
Ending balance (in shares) at Sep. 30, 2022	0
Ending balance at Sep. 30, 2022	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common Stock Purchase Agreement fee settled in common stock (in shares)		100,000
Common Stock Purchase Agreement fee settled in common stock	196,000		196,000
Additional Reverse Recapitalization transaction costs	(223,000)		(223,000)
Vesting of early exercise of common stock options (in shares)		170,647
Vesting of early exercise of common stock options	454,000		454,000
Stock-based compensation	2,290,000		2,290,000
Net income (loss)	$ (16,640,000)			(16,640,000)
Ending balance (in shares) at Sep. 30, 2022	43,638,917	43,638,917
Ending balance at Sep. 30, 2022	$ 140,343,000	$ 4,000	$ 295,415,000	$ (155,076,000)

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) - Preferred Stock Tranche Liability - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2021
Additional issuance of preferred stock tranche liability	$ 33		$ 33	$ 33
Tranche liability extinguishment		$ 15,200		$ (15,210)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (16,640)	$ (11,406)	$ (40,000)	$ (44,415)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation	400	200	948	543
Amortization of operating lease right-of-use assets			2,028	1,433
Gain on extinguishment of convertible notes	0	0	(1,289)	0
Change in fair value of contingent earnout liability	99	0	(8,779)	0
Change in preferred stock tranche liability	0	0	0	14,742
Stock-based compensation expense			12,176	1,560
Loss on write-off of fixed assets			13	9
Issuance of common stock for Common Stock Purchase Agreement fee			196	0
Other non-cash charges			8	0
Changes in assets and liabilities:
Accounts receivable			(363)	(345)
Prepaid expenses and other assets			(1,837)	(1,581)
Accounts payable			93	1,716
Accrued expenses and other current liabilities			1,488	2,416
Deferred revenue			(1,733)	2,232
Operating lease liabilities			11,161	(974)
Net cash from operating activities			(25,890)	(22,664)
Cash flows from investing activities
Purchases of property and equipment			(32,841)	(1,558)
Net cash from investing activities			(32,841)	(1,558)
Cash flows from financing activities
Proceeds from Merger and related PIPE financing, net of transaction costs			111,979	0
Proceeds from issuance of common stock upon exercise of stock options			521	1,460
Proceeds from issuance of convertible notes			5,175	0
Proceeds from issuance of Series B redeemable convertible preferred stock, net of issuance costs			0	66,952
Net cash from financing activities			117,675	68,412
Net change in cash and cash equivalents			58,944	44,190
Cash, cash equivalents, and restricted cash, beginning of the year			59,291	31,034
Cash, cash equivalents, and restricted cash, end of the year	118,235	75,224	118,235	75,224
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	114,940	73,692	114,940	73,692
Restricted cash	3,295	1,532	3,295	1,532
Total cash, cash equivalents and restricted cash	$ 118,235	$ 75,224	118,235	75,224
Supplemental disclosures of noncash financing and investing items
Purchase of property and equipment in accounts payable and accrued expenses			7,360	1,092
Recognition of Series B preferred stock tranche liability			0	33
Extinguishment of Series B preferred stock tranche liability			0	15,210
Deferred transaction costs related to pending business combination in accounts payable and accrued expenses			0	140
Receivables in transit from issuance of common stock upon exercise of stock options			$ 0	$ 12

Organization and Description of Business	9 Months Ended
Organization and Description of Business	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Senti Biosciences, Inc. and its subsidiaries, (the “Company” or “Senti”), is a biotechnology company that was founded to create a new generation of smarter medicines that outmaneuver complex diseases using novel and unprecedented approaches. Senti has built a synthetic biology platform that enables it to program next-generation cell and gene therapies with what the Company refers to as “gene circuits.” These gene circuits, which are created from novel and proprietary combinations of DNA sequences, reprogram cells with biological logic to sense inputs, compute decisions and respond to their cellular environments. The Company is headquartered in South San Francisco, California. On June 8, 2022 (the “Closing Date”), Dynamics Special Purpose Acquisition Corp. (“Dynamics” or “DYNS”) consummated a merger pursuant to which Explore Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Dynamics, merged with and into Senti Sub I, Inc., formerly named Senti Biosciences, Inc. (“Legacy Senti”), with Legacy Senti surviving as a wholly-owned subsidiary of Dynamics (such transactions, the “Merger,” and, collectively with the other transactions described in the merger agreement (as defined below, the “Reverse Recapitalization”)). As a result of the Merger, Dynamics was renamed Senti Biosciences, Inc. Refer to Note 3, Reverse Recapitalization, for further details of the Merger. Liquidity and Going Concern The Company has devoted substantially all of its efforts to organizing and staffing, business planning, raising capital, and conducting preclinical studies and has not realized substantial revenues from its planned principal operations. To date, the Company has financed its operations primarily through a Reverse Recapitalization, the sale of equity securities and convertible debt and, to a lesser extent, through collaboration agreements and governmental grants. At September 30, 2022 and December 31, 2021, the Company had an accumulated deficit of $155.1 million and $115.1 million, respectively. The Company’s net losses were $40.0 million and $44.4 million for the nine months ended September 30, 2022 and 2021, respectively. Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its preclinical activities and clinical trials for its product candidates in development. As of September 30, 2022, the Company had cash, cash equivalents and restricted cash of $118.2 million. Based on the cash and cash equivalents on hand, the Company believes its combined cash and cash equivalents will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements, for at least 12 months from the issuance date of these interim financial statements. The Company’s continued existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the meeting of ongoing liquidity needs.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We have one business activity and operate in one reportable segment. Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related price information to give effect to the exchange ratio established in the Merger Agreement. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of contingent earnout, the valuation of convertible notes, the valuation of common and redeemable convertible preferred stock, the valuation of preferred stock tranche liability, standalone selling price (“SSP”) and the determination of the incremental borrowing rate. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2022 and its results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or any other period. The December 31, 2021 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and the related notes included in the Company’s Registration Statement on Form S-1, filed with the SEC on September 12, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no material changes to the Company’s significant accounting policies as of and for the three and nine months ended September 30, 2022, as compared to the significant accounting policies described in the Company’s audited annual consolidated financial statements as of and for the year ended December 31, 2021, except as discussed below. Contingent Earnout Equity In connection with the Reverse Recapitalization and pursuant to the Merger dated as of June 8, 2022 by and among the Merger Sub and Legacy Senti, former holder of the Legacy Senti common stock and Legacy Senti preferred stock are entitled to receive as additional consideration of up to 2,000,000 shares of the Company’s Common Stock (the “Contingent Earnout Shares”), comprised of two separate tranches of 1,000,000 shares per tranche, for no consideration upon the achievement of certain share price milestones within a period of two and three years. The Contingent Earnout Shares are a form of dividend for holders of Legacy Senti common stock and Legacy Senti preferred stock. If there is a change of control within the three-year period following the closing of the Merger that results in a per share price equal to or in excess of certain share price milestones not previously met, then the Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock. In accordance with ASC 815-40, Derivatives and Hedging, as certain terms of the contingent earnout shares were not indexed to the common stock, equity treatment is precluded and liability classification is required at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. A portion of the earnout shares were granted to holders of Legacy Senti common stock that are subject to repurchase, and as of the date of the Merger were accounted for as stock-based compensation and expensed as there was no remaining service period. The estimated fair value of the Contingent Earnout Shares was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over a three-year period prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and expected dividend yield. Recent Accounting Standards The Company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Reverse Recapitalization

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Reverse Recapitalization

On June 8, 2022, Merger Sub, a wholly-owned subsidiary of Dynamics, merged with Legacy Senti, with Legacy Senti surviving as a wholly-owned subsidiary of Dynamics. At the effective time of the Merger:

•each outstanding share of Legacy Senti common stock was converted into approximately 0.1957 shares of the Company’s common stock;

•each outstanding share of preferred stock of Legacy Senti was cancelled and converted into the aggregate number of shares of the Company’s common stock that would be issued upon conversion of the shares of Legacy Senti preferred stock based on the applicable conversion ratio immediately prior to the effective time, multiplied by approximately 0.1957;

•each outstanding option to purchase Legacy Senti’s common stock was converted into an option to purchase a number of shares of the Company’s common stock equal to the number of shares of Legacy Senti common stock subject to such option multiplied by approximately 0.1957, rounded down to the nearest whole share, at an exercise price per share equal to the current exercise price per share for such option divided by approximately 0.1957, rounded up to the nearest whole cent; and

•all shares of Dynamics Class A common stock were redesignated as common stock, par value $0.0001 per share, of the Company.

Former holders of the Legacy Senti common stock and preferred stock are eligible to receive up to an aggregate of 2,000,000 additional shares of the Company’s common stock in the aggregate in two equal tranches of 1,000,000 shares if the volume-weighted average closing sale price of the common stock is greater than or equal to $15.00 and $20.00, respectively, for any 20 trading days within any 30 consecutive trading day period. The first and second tranche term is two and three years, respectively, from the closing of the Merger. If there is a change of control within the three-year period following the closing of the Merger that results in a per share price equal to or in excess of the $15.00 and $20.00 share price milestones not previously met, then the Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock. Refer to Note 8, Stockholders’ Equity (Deficit), for further details of the contingent earnout liability.

In association with the Merger, Dynamics entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors purchased an aggregate of 5,060,000 shares of the Company’s common stock (the “PIPE Shares”) in a private placement at a price of $10.00 per share for an aggregate purchase price of $50.6 million (the “PIPE Financing”). The PIPE Financing was consummated in connection with the Merger.

Concurrently with the closing of the Merger, the unsecured convertible promissory note (the “May 2022 Note”) in the principal amount of $5.2 million that was previously issued by Legacy Senti to Bayer Healthcare LLC (“Bayer”) on May 19, 2022 was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock (the “Note Exchange”) at a price of $10.00 per share. The shares of Class A Common Stock issued in the Note

Exchange are entitled to the same registration rights granted to the PIPE Investors with respect to the PIPE Shares. Refer to Note 7, Convertible Note, for further details of the convertible note.

The number of shares of the Company’s common stock outstanding immediately following the consummation of the Merger was:


	Shares



Owned by Dynamics’ stockholders	14,915,963
Issued to PIPE Investors	5,060,000
Issued to Bayer in connection with convertible note cancellation and exchange	517,500
Issued to Legacy Senti stockholders	23,163,614	(1)
Early exercised shares subject to repurchase	(288,807)
Total shares of common stock immediately after Merger	43,368,270

________________

(1) Includes 19,517,988 shares of common stock issued upon conversion of Legacy Senti’s redeemable convertible preferred stock.

The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Dynamics was treated as the acquired company for financial reporting purposes and Legacy Senti was treated as the acquiror. This determination was primarily based on the fact that subsequent to the Merger, the Legacy Senti stockholders hold a majority of the voting rights of the combined company, Legacy Senti comprises all of the ongoing operations of the combined company, Legacy Senti comprises a majority of the carryover governing body of the combined company, and Legacy Senti’s senior management comprises all of the senior management of the combined company. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy Senti issuing shares for the net assets of Dynamics, accompanied by a recapitalization. The net assets of Dynamics were stated at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the Merger are those of Legacy Senti.

In connection with the Merger, the Company raised $140.7 million in proceeds from the Merger and related PIPE Financing, including the Bayer convertible note cancellation and exchange. Transaction costs totaling $23.5 million consisting of banking, legal, and other professional fees were deducted from the funds raised, of which $4.8 million was incurred by the Company and the remainder by Dynamics. In addition, there were no unpaid transaction costs included in accounts payable and accrued expenses as of September 30, 2022.

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables summarize the estimated value of cash equivalents and restricted cash (in thousands):


	September 30, 2022
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	114,940	$	—	$	—	$	114,940
Restricted cash:
Money market fund	3,295		—		—		3,295
Total	$	118,235	$	—	$	—	$	118,235


	December 31, 2021
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund	3,257		—		—		3,257
Total	$	59,291	$	—	$	—	$	59,291

Financial assets and liabilities measured and recognized at fair value are as follows (in thousands):


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	114,940	$	—	$	—	$	114,940
Restricted cash:
Money market fund	3,295		—		—		3,295
Total Assets	$	118,235	$	—	$	—	$	118,235
Liabilities:
Contingent earnout liability	$	—	$	—	$	909	$	909
Total Liabilities	$	—	$	—	$	909	$	909


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund	3,257		—		—		3,257
Total Assets	$	59,291	$	—	$	—	$	59,291

No securities have contractual maturities of longer than one year. There were no transfers between Levels 1, 2, or 3 for any of the periods presented.

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Contingent Earnout Liability
Fair value as of December 31, 2021	$	—
Contingent earnout liability recognized upon the closing of the reverse recapitalization	(9,688)
Change in fair value included in other income (expense)	8,779
Fair value as of September 30, 2022	$	(909)

The fair value of the Contingent Earnout Liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

In determining the fair value of the Contingent Earnout Liability, the Company used a Monte Carlo simulation value model using a distribution of potential outcomes. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and expected dividend yield. Refer to Note 8, Stockholders’ Equity (Deficit), for further details of the Contingent Earnout.

Preferred Stock Tranche Liability

The subsequent fair values of the preferred stock tranche liability recognized in connection with the issuance of Series B redeemable convertible preferred stock were determined with the assistance of a third-party valuation specialist using significant inputs not observable in the market which constitute Level 3 measurements within the fair value hierarchy.

The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of December 31, 2020 using a Monte Carlo valuation model and/or Black-Scholes option pricing model:


	December 31, 2020 Subsequent Measurement Dates
		Tranche Features 2 and 3 Call Option	Tranche 2 and 3 Forward Contracts
Estimated fair value of Series B redeemable convertible preferred stock(1)		$1.62	$1.62
Discount rate		0.11%	0.11%
Time to liquidity (years)		0.5	0.5
Expected volatility		73.8%	N/A
Probability of call option and forward contract		10%	90%
Strike Price		$1.6427	$1.6427
Value of each tranche feature		$0.326	$(0.023)

_______________

(1)Fair value of the Series B redeemable convertible preferred stock was estimated using the Backsolve method.

The weighted-average fair value of the tranche features on a per share basis was $0.012 as of December 31, 2020 for a preferred stock tranche liability of $0.4 million as of December 31, 2020.

In January 2021, the Company issued additional Series B redeemable convertible preferred stock and recorded an addition to the tranche liability of $33 thousand in recognition of the obligation to sell additional shares at a fixed price in the event that certain agreed-upon milestones are achieved or at the election of investors.

The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of March 31, 2021 using a Black-Scholes pricing model and a scenario analysis:


	March 31, 2021
	Tranche 2	Tranche 3 (Public)		Tranche 3 (Staying Private)
	Forward	Call	No Value	Call	Forward	No Value
Estimated fair value of Series B redeemable convertible preferred stock(1)	$2.0796	$2.3386	N/A	$1.3023	$1.3023	N/A
Discount rate	0.03%	0.05%	N/A	0.06%	0.06%	N/A
Time to liquidity (years)	0.08	0.5	N/A	0.75	0.75	N/A
Probability of call option and forward contract	100.0%	25.0%	75.0%	45.0%	5.0%	50.0%
Strike price	$1.6427	$1.6427	N/A	$1.6427	$1.6427	N/A
Expected volatility	N/A	80.00%	N/A	80.00%	N/A	N/A
Value of each tranche feature	$0.437	$0.873	$—	$0.251	$(0.340)	$—
Total value of tranche feature (in millions)	$8.6	$4.3		$1.9

_______________

(1)Fair value of the Series B redeemable convertible preferred stock for Tranche 3 was estimated using guideline IPO transactions for the public scenario and the Black-Scholes based option pricing model for the staying-private scenario, and for Tranche 2 was based on a weighting of the public and staying-private scenarios used for Tranche 3.

The total value of Tranche 2 was determined as a forward contract for a total of $8.6 million. The value of Tranche 3 was determined using public company and staying-private scenarios for a total value of $4.3 million and $1.9 million, respectively. The Company applied a 75% weighting to the public scenario and a 25% weighting to the staying-private scenario, resulting in a value of Tranche 3 rights of $3.7 million.

The weighted average fair value of the tranche feature on a per share basis was $0.312 as of March 31, 2021 for a total preferred stock tranche liability of $12.3 million resulting in a change in fair value of the preferred stock tranche liability of $11.8 million for the three months ended March 31, 2021.

In April 2021, the Company’s Board of Directors determined that certain technical milestones within the Series B agreements had been achieved and approved the notice to call tranches 2 and 3, subject to requisite stockholders’ written election and related waivers. The second and third closings occurred on May 14, 2021 and all shares of the Series B redeemable convertible preferred stock were acquired thereby extinguishing the preferred stock tranche liability.

The $15.2 million value of the tranche rights acquired on May 14, 2021 was determined using the current value method as both tranches were called by the Company on the valuation date. The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of May 14, 2021 using a weighted comparable guideline IPO (high and low) and special purpose acquisition company (“SPAC”) transactions for the public scenario and the Black-Scholes pricing model for the staying-private scenario:


	May 14, 2021
	Tranches 2 and 3
	Public Scenario	Staying-Private Scenario
	Call	Call
Estimated fair value of Series B redeemable convertible preferred stock	$2.18	$1.58
Scenario weighting	75.0%	25.0%
Value of each tranche feature	$1.637	$0.395
Weighted-average value of Series B redeemable convertible preferred stock	$2.032

The following table provides a roll-forward of the change in the preferred stock tranche liability (in thousands):


	Preferred Stock Tranche Liability




Balance as of December 31, 2020	$	435
Recognition of tranche rights from January 2021 issuance	33
Change in fair value	14,742
Tranche liability extinguishment	(15,210)
Balance as of December 31, 2021	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Other Financial Statement information

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Other Financial Statement information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Prepaid expenses (including prepaid rent)	$	2,277	$	798
Deposits	1,642		1,157
Reverse Recapitalization deferred offering costs	—		1,446
Other	56		275
Total prepaid expenses and other current assets	$	3,975	$	3,676

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Lab equipment	$	7,762	$	4,988
Leasehold improvements	1,876		431
Computer equipment and software	375		262
Furniture and fixtures	325		294
Construction in progress	39,473		8,048
Property and equipment at cost	49,811		14,023
Less: accumulated depreciation	(2,552)		(1,655)
Property and equipment, net	$	47,259	$	12,368

Depreciation totaled $0.9 million and $0.5 million for the nine months ended September 30, 2022 and 2021, respectively and $0.4 million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Accrued professional and service fees related to facility construction	$	6,828	$	605
Accrued professional and service fees other	2,465		1,950
Accrued employee-related expenses	2,566		2,665
Other accrued expenses	54		111
Total accrued expenses and other current liabilities	$	11,913	$	5,331

Operating Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Operating Leases

Operating LeasesThe Company’s operating leases are primarily for its corporate headquarters located in South San Francisco, California (“HQ lease”) and for additional office and laboratory space located in Alameda, California (“Alameda lease”) that commenced on July 30, 2021. The corporate headquarters lease has an initial term of eight years expiring in 2027, with an option to renew for an additional eight years unless canceled by either party thereafter. The Alameda lease has an initial term of eleven years expiring in 2032, with an option to renew the lease for up to two

additional terms of five years. The exercise of these renewal options is not recognized as part of the ROU assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain. The Alameda lease provides for a tenant improvement allowance of up to $17.5 million for the costs relating to the design, permitting and construction of the improvements, to be disbursed by the landlord no later than December 31, 2023. The Company is deemed to be the accounting owner of the tenant improvements primarily because the Company is the principal in the construction and design of the assets, is responsible for costs overruns and retains substantially all economic benefits from the leasehold improvements over their economic lives. Accordingly, the tenant improvement allowance is considered an incentive and was deducted from the initial measurement of the ROU asset and lease liability. The Company estimated the timing of tenant improvement reimbursements at the lease commencement date and upon receipt of the cash incentives, the Company recognized the cash received as an increase in the lease liability.

A summary of total lease costs and other information for the period relating to the Company’s operating leases is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating lease cost	$	1,326	$	1,110	$	3,976	$	2,469
Short-term lease cost	20		—		50		—
Variable lease cost	184		160		537		564
Total lease cost	$	1,530	$	1,270	$	4,563	$	3,033


	Nine Months Ended September 30,
	2022			2021
Other information:
Operating cash flows net inflows and (outflows) from operating lease	$	9,225		$	(1,995)
ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives)	$	202		$	9,825
Weighted-average remaining lease term	8.2 years			7.9 years
Weighted-average discount rate	9.1		%	9.1		%

For the nine months ended September 30, 2022, the Company received $11.3 million and has received $11.3 million inception-to-date of the $17.5 million tenant improvement allowance.

As of September 30, 2022 and 2021, amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.

Maturities of the Company’s lease liabilities as of September 30, 2022, were as follows (in thousands):


2022, for the remainder of the year	$	697
2023	6,272
2024	7,265
2025	7,489
2026	7,723
Thereafter	30,229
Total undiscounted lease payments	59,675
Less imputed interest	(19,402)
Tenant improvement allowance remaining	(6,178)
Total lease liabilities	$	34,095

Convertible Note	9 Months Ended
Convertible Note	Sep. 30, 2022
Debt Disclosure [Abstract]
Convertible Note	Convertible Note On May 19, 2022, in connection with the Merger, Legacy Senti issued $5.2 million in unsecured convertible promissory notes for the purchase price of $5.2 million. The May 2022 Note was due May 2024 and interest accrued at an annual rate of 3.0%. The May 2022 Note was cancellable and exchangeable or convertible under any of the following circumstances: •Automatic conversion upon the closing of the Business Combination Agreement with Dynamics. The outstanding principal under this note shall be cancelled and exchanged automatically into that number of shares of Dynamics common stock as is equal to (a) the entire principal amount under this note divided by (b) $10.00. Upon conversion of this note, any and all accrued interest under this note shall immediately and automatically be cancelled and forgiven. The shares issued upon conversion of this note shall have the same rights and entitlements as the shares issued in connection with the PIPE by Dynamics. •Automatic conversion upon closing of a qualified Initial Public Offering (“IPO”). The note and any accrued unpaid interest shall be automatically converted into shares of the equity securities issued in the qualified IPO at a conversion price equal to the product of (a) 80%, and (b) the price per share of the Company’s common stock issued to the public in the qualified IPO. •Automatic conversion upon closing of non-qualified financing. The note and any accrued unpaid interest shall be automatically converted into shares of the Company’s equity securities issued in such non-qualified financing at a conversion price per share equal to the product of (a) 80%, and (b) the lowest per-share selling price of the equity securities issued to other investors in the non-qualified financing. •If the note has not been repaid or previously converted, on or after the maturity date, at the election of the holder, the outstanding balance shall either (a) be repaid in cash in an amount equal to the outstanding principal, or (b) be converted into that number of shares of Legacy Senti’s Series B Preferred Stock equal to the outstanding balance divided by the original issuance price of the Series B Preferred Stock. On June 8, 2022, concurrently with the closing of the Merger, the May 2022 Note was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock at a price of $10.00 per share. In accordance with the accounting guidance for an extinguishment of convertible debt instruments with a conversion feature that is separately accounted for as a derivative, the Company determined that the cancellation and exchange should be accounted for as an extinguishment of the May 2022 Note and a gain on extinguishment of $1.3 million was recorded at the closing of the Merger and all accrued interest at the time of the Merger was reversed and recorded to additional paid in capital.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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+ Details

Stockholders’ Equity (Deficit)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders’ Equity (Deficit)

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except share and per share amounts):


	December 31, 2021
	Issue Price Per Share		Shares Authorized	Shares Issued and Outstanding	Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427	6,888,563	6,888,563	$	57,408	$	57,822
Series B	$	1.6427	12,629,427	12,629,425	114,425		106,012
Total			19,517,990	19,517,988	$	171,833	$	163,834

In connection with the Merger, all previously issued and outstanding redeemable convertible preferred stock was converted into an equivalent number of shares of common stock of the Company on a one-to-one basis, then multiplied by the Exchange Ratio pursuant to the Merger Agreement. Refer to Note 3, Reverse Recapitalization, for further details of the Merger.

Common Stock

Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company. Through September 30, 2022, no cash dividends have been declared or paid.

At September 30, 2022 and December 31, 2021, the Company was authorized to issue 500,000,000 and 27,006,600 shares of common stock, respectively all at a par value of $0.0001 per share, and had reserved the following shares for future issuance:


	September 30,	December 31,
	2022	2021
Series A and B redeemable convertible preferred stock	—	19,517,988
Common Stock Purchase Agreement	8,627,049	—
Common stock options issued and outstanding	8,757,118	2,291,838

Common stock shares available for future issuance under equity plans	4,514,977	717,617
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”)	592,584	—
Unvested early exercised common stock	118,160	473,373
Total	22,609,888	23,000,816

On June 8, 2022, upon the Closing, all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion rate effective immediately prior to the Merger and the Exchange Ratio and the remaining amount was reclassified to additional paid-in capital. Refer to Note 3, Reverse Recapitalization, for further details of the Merger.

Preferred Stock

In connection with the close of the Merger, the Company’s Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue $0.0001 par value preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designations. Voting powers, designations, powers, preferences and relative,

participating, optional, special and other rights shall be stated and expressed in such resolutions. There were 10,000,000 shares designated as preferred stock and none were outstanding as of September 30, 2022.

Common Stock Purchase Agreement

On August 31, 2022, the Company entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively referred to as the “Purchase Agreement”) with Chardan Capital Markets LLC (“Chardan”). Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to sell to Chardan up to the lesser of (i) $50.0 million of newly issued shares of the Company’s common stock, and (ii) the Exchange Cap (as defined below) (subject to certain conditions and limitations), from time to time during the 36-month term of the Purchase Agreement. Under the applicable NASDAQ rules, the Company may not issue to Chardan under the Purchase Agreement more than 8,727,049 shares of common stock, which number of shares is equal to 19.99% of the common shares outstanding immediately prior to the execution of the Purchase Agreement unless certain exceptions are met (the “Exchange Cap”). The purchase price of the shares of common stock will be determined by reference to the Volume Weighted Average Price (“VWAP”) of the common stock during the applicable purchase date, less a fixed 3% discount to such VWAP. However, the total shares to be purchased on any day may not exceed 20% of the trading volume, and the total purchase price on any day may not exceed $3.0 million. As consideration for Chardan’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued 100,000 shares of its common stock to Chardan and paid a $0.4 million document preparation fee. The Company recognized an expense of $0.7 million within general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss for the Chardan related costs and legal fees incurred in connection with the agreement.

Other than the issuance of the commitment shares of the Company’s common stock to Chardan, the Company had not issued any shares of its common stock to raise capital under the Purchase Agreement as of September 30, 2022.

Subsequent to September 30, 2022, and through the date of this filing, the Company sold 100,000 shares of common stock, for aggregate net proceeds of $0.4 million, under the Purchase Agreement.

Contingent Earnout Equity

Following the closing of the Merger, former holders of Legacy Senti common stock and preferred stock may receive up to 2,000,000 additional shares of the Company’s common stock in the aggregate, in two equal tranches of 1,000,000 shares of common stock per tranche. The first and second tranches are issuable if the closing volume weighted average price (“VWAP”) per share of common stock quoted on the Nasdaq (or the exchange on which the shares of common stock are then listed) is greater or equal to $15.00 and $20.00, respectively over any twenty trading days within any thirty-day trading period. The first and second tranche term is two and three years, respectively, from the closing of the Merger. If there is a change of control within the three-year following the closing of the Merger that results in a per share price equal to or in excess of the $15.00 and $20.00 share price milestones not previously met, then Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock.

The estimated fair value of the total Contingent Earnout Shares at the Closing on June 8, 2022, was $9.8 million based on a Monte Carlo simulation valuation model. Of this amount, $9.7 million was accounted for as a Contingent Earnout Liability because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the common stock of the Company. The remaining balance of $0.1 million relates to holders of Legacy Senti common stock that are subject to repurchase were accounted for as stock-based compensation and recorded as an expense, as there was no remaining service period. The Contingent Earnout Liability was remeasured to fair value as of September 30, 2022, resulting in the recording of a non-cash loss of $0.1 million and gain of $8.8 million for the three and nine months ended September 30, 2022, classified

within change in fair value of contingent earnout liability in the condensed consolidated statements of operations and comprehensive loss.

Assumptions used in the valuation are described below:


	June 08, 2022			September 30, 2022

Current stock price	$	7.51		$	2.17
Expected share price volatility	81.0		%	87.0		%
Risk-free interest rate	2.94		%	4.24		%
Estimated dividend yield	0.0		%	0.0		%
Expected term (years)	3.0			2.7

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Revenue	9 Months Ended
Revenue	Sep. 30, 2022
Revenue From and Not From Contracts [Abstract]
Revenue	Revenue The Company’s revenue consists of amounts received related to research services provided to customers. Contract Revenue In May 2019, the Company entered into a collaborative development agreement. The Company determined that the agreement contained three distinct promises; research and development, design services, and intellectual property, which will be accounted for as a single combined performance obligation of research and development services recognized over time. The development agreement included $0.3 million of fixed consideration allocated to a single performance obligation and an additional $0.3 million of variable consideration. At the inception of the development agreement, it was not probable that a significant reversal of revenue would not occur and therefore the variable consideration was fully constrained. Throughout the development agreement period, several parameters of the research and development services were changed, which increased the uncertainty of achieving the remaining performance obligations. Therefore, in December 2021, the contract asset of $0.3 million was reversed due to this increased uncertainty. In April 2021, the Company entered into a research collaboration and license agreement with Spark Therapeutics, Inc. (“Spark”). Under the agreement, the Company will be responsible for a research program, which includes designing, building and testing five cell type specific-synthetic promoters for use in developing certain gene therapies using the Company’s proprietary technology. The Company received an upfront payment from Spark of $3.0 million and Spark is obligated to reimburse the Company for costs and expenses incurred for the research program. The Company expects to complete the research program over a two-year period. The Company assessed this agreement in accordance with ASC 606, Revenue Recognition (“ASC 606”) and concluded that the contract counterparty, Spark, is a customer. The Company identified only one combined performance obligation in the agreement, which is to perform research services, the related joint research plan and committees for the five specified promoters. The Company determined that the research activities for each of the five promoters are not distinct given there is one single research plan that is performed by the same research team and research results for one promoter may provide insights for other promoters. Pursuant to the agreement, once the research program is completed and the Company delivers a data package to Spark, Spark has 24 months (the “Evaluation Period”) to determine whether Spark will exercise its options to obtain field-limited, royalty-bearing licenses to develop, manufacture and commercialize promoters corresponding to each of the five specified promoters being researched. For each licensed promoter option that is exercised, the Company is eligible to receive a license fee, potential research, development and commercial milestone payments and royalties on product sales. Spark may generally terminate the agreement upon 90 days prior written notice or 180 days prior written notice if the licensed promoter is in clinical trials or is being commercialized at the time of termination. The Company evaluated Spark’s optional rights to license, develop, manufacture and commercialize each of the promoter profiles to determine whether they provide Spark with any material rights to purchase the promoter licenses at an incremental discount. The Company’s proprietary technology used to develop the promoters is in the early stages of development, so technological feasibility and probability of developing a product is highly uncertain. As a result, determining the SSP for the optional rights is subject to significant judgment. Given the subjectivity associated with determining the SSP for the right to a future license related to unproven technology at contract inception, the Company also evaluated whether the contract consideration associated with the research services represents the SSP for those services. The Company determined the transaction price, inclusive of the upfront payment and reimbursement of costs and expenses incurred for the research program, is commensurate with SSP for the research being conducted given the specialized nature and reliance on proprietary technology. Based on the Company’s assessment of the optional consideration and the qualitative factors of feasibility and probability of development combined with the quantitative assessment that research services are priced at their SSP, the Company concluded that the license option does not provide Spark with an incremental discount and therefore does not constitute a material right. The transaction price associated with the research services in this agreement consists of the fixed upfront amount of $3.0 million and variable consideration. For both collaboration agreements, the Company will recognize the transaction price as research and development services are provided, using a cost-based input method to measure the progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period. The Company believes that the cost-based input method is the best measure of progress because other measurements would not reflect how the Company transfers the control related to the performance obligation to our customers. For the three months ended September 30, 2022 and 2021, the Company recorded revenue, which was previously included in deferred revenue at the beginning of each period, of $0.7 million and $0.5 million, respectively, and for the nine months ended September 30, 2022 and 2021, the Company recorded revenue, which was previously included in the deferred revenue at the beginning of each period, of $1.7 million and $0.8 million, respectively. Contract asset balances related to unbilled revenue for our collaboration agreements were zero as of September 30, 2022 and 2021, and are presented within prepaid expenses and other current assets on the condensed consolidated balance sheets. Grant Income In 2021, the Small Business Innovation Research (“SBIR”) awarded the Company a grant in the amount of $2.0 million over two years subject to meeting certain terms and conditions. The purpose of the grant is to support the further development of SENTI-202 for acute myeloid leukemia towards clinical development. Grant income was recognized when qualified research and development costs were incurred and the Company obtained reasonable assurance that the terms and conditions of the grant were met. Entity-wide information During the three months ended September 30, 2022, Customers A and B accounted for 86% and 14%, respectively, of revenue. During the three months ended September 30, 2021, Customers A and B accounted for 83% and 16%, respectively, of revenue. During the nine months ended September 30, 2022, Customers A and B accounted for 82% and 18%, respectively, of revenue. During the nine months ended September 30, 2021, Customer A and B accounted for 85% and 11%, respectively, of revenue. All revenues were generated in the United States for the three and nine months ended September 30, 2022 and 2021.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based CompensationOn June 8, 2022, upon the Merger, the Company adopted a 2022 Stock Incentive Plan (the “2022 Plan”) authorizing the grant of incentive stock options (“ISOs”), to employees, including employees of any parent or subsidiary, and for the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of the Company’s affiliates. As of September 30, 2022, the Company is authorized to issue up to 2,492,735 shares of common stock under the 2022 Plan in which the exercise price of an ISO and NSO shall not be less than 100% of the fair market value of a common stock share on the date

of grant. The exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the fair value of the common stock share on the date of grant. Stock options awarded under the Plan expire ten years after the grant date. On January 1 of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 5% of the outstanding number of shares of common stock of the Company on December 31 or such lesser number of shares as approved by the Company’s board of directors.

The 2022 Plan replaced the Legacy Senti 2016 Stock Incentive Plan (the “2016 Plan”). As of June 8, 2022 and December 31, 2021, Legacy Senti was authorized to issue up to 12,828,363 shares of common stock under the 2016 Plan. Following the Merger, no additional stock awards will be granted under the 2016 Plan. All awards previously granted and outstanding as of the effective date of the Merger, were adjusted to reflect the impact of the Merger as described in Note 3, Reverse Recapitalization, but otherwise remain in effect pursuant to their original terms. The shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan.

On August 5, 2022, the Company adopted a 2022 Inducement Equity Plan (the “2022 Inducement Plan”) authorizing the grant of non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to persons not previously an employee of the Company and its affiliates. As of September 30, 2022, the Company is authorized to issue up to 2,000,000 shares of common stock under the 2022 Inducement Plan in which the exercise price of a stock option or SAR shall not be less than 100% of the fair market value of a common stock share on the date of grant. Stock options and SARs awarded under the Plan expire ten years after the grant date.

The following table summarizes the Company’s stock option activity, excluding performance and market awards:


	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021	2,291,838	$	4.39	9.1	$	11,304
Granted	1,510,059	$	1.83	—	$	—
Exercised	(199,807)	$	2.49	—	$	—
Forfeited	(529,221)	$	3.16	—	$	—
Outstanding at September 30, 2022	3,072,869	$	3.46	9.1	$	527
Vested and exercisable at September 30, 2022	583,348	$	4.01	8.1	$	29

Early Exercise of Stock Options into Restricted Stock

For the nine months ended September 30, 2022 and 2021, the Company issued zero and 512,670 shares of common stock upon exercise of unvested stock options, respectively. As of September 30, 2022 and December 31, 2021, 118,160 and 473,373 shares were held by employees subject to repurchase at an aggregate price of $0.3 million and $1.2 million, respectively.

Performance Awards

In connection with the Merger, on December 19, 2021, Legacy Senti approved 8,400,892 performance awards to existing employees that vest contingent upon the satisfaction of both a four-year service condition and a performance condition tied to the consummation of the Merger. The awards and the associated recognition of stock-based compensation were contingent on the Merger being consummated. As of the approval date of the performance awards, Legacy Senti did not have sufficient common stock available for issuance. Upon the Merger, the Company increased the number of shares authorized and 6,796,074 awards were granted on June 8, 2022. Refer to Note 8, Stockholders’ Equity (Deficit), for further details of the shares of common stock authorized.


	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021	—	$	—	—	$	—
Granted	6,796,074	$	9.92	—	$	—

Forfeited	(1,427,573)	$	9.92	—	$	—
Outstanding at September 30, 2022	5,368,501	$	9.92	9.2	$	—
Vested and exercisable at September 30, 2022	—	$	—	—	$	—

Market Awards

In connection with the Business Combination Agreement with DYNS, on December 19, 2021, Legacy Senti approved 605,451 market awards to its co-founder and Chief Executive Officer, Dr. Timothy Lu, that vest contingent upon the satisfaction of all three of the following conditions: a service condition, a performance condition tied to the consummation of the Merger, and market conditions. The market condition is achieved in four tranches, where 25% of the options will vest when the trading price of the Company’s stock is above various thresholds of price per share. The award and the associated recognition of stock-based compensation are contingent on the Merger being consummated. As of the approval date, Legacy Senti did not have sufficient common stock available for issuance to allow for exercise of the stock options. Upon the Merger, the Company increased the number of shares authorized and 315,748 awards were granted on June 8, 2022. Refer to Note 8, Stockholders’ Equity (Deficit), for further details of the shares of common stock authorized.

Employee Stock Purchase Plan

On June 8, 2022, upon the Merger, the Company adopted a 2022 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees to purchase shares of the Company's common stock at a price equal to 85% of the lower of the fair market values of the stock on the first day of an offering or on the date of purchase. The Company recognizes stock-based compensation expenses related to purchase rights issued pursuant to its ESPP on a straight-line basis over the offering period, which is generally 24 months. The fair value of purchase rights under the ESPP are estimated on the date of grant using the Black-Scholes option valuation model. On January 1 of each year commencing January 1, 2023, the ESPP will automatically increase by 1% of the outstanding number of shares of common stock of the Company on December 31 or such lesser number of shares as approved by the Company’s board of directors.

The grant date of the initial offering was September 16, 2022, and that offering period shall end on November 15, 2024. The Company’s ESPP operates with rolling offering periods, so a new offering period will begin on November 16, 2022. As of September 30, 2022, the Company recorded a liability of $38 thousand related to the accumulated payroll deductions, which are refundable to employees who withdraw from the ESPP. This amount is included within accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.

Stock-Based Compensation Expense

In determining the fair value of the stock-based awards, the Company uses the assumptions below for the Black-Scholes option pricing model, which are subjective and generally require significant judgment.

Fair Value of Common Stock — The fair value of the shares of common stock has historically been determined by the Company’s board of directors as there was no public market for the common stock. The board of directors determined the fair value of the common stock by considering a number of objective and subjective factors, including: third-party valuations of the Company’s common stock, the valuation of comparable companies, the Company’s operating and financial performance, and general and industry-specific economic outlook, amongst other factors. As of the closing of the Merger and going forward, the fair value of common stock will be based on the publicly traded market value.

Expected Term — The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term).

Volatility — The expected volatility is based on the average historical volatility of comparable publicly-traded peer companies, over a period equal to the expected term of the stock option grants, as the Company was not publicly traded prior to the Merger and does not have a trading history for its common stock for a sufficient period of time subsequent to the Merger.

Risk-free Rate — The risk-free rate assumption is based on the U.S. Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the option.

Dividends — The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock. Therefore, the Company uses an expected dividend yield of zero.

The assumptions used to determine the grant date fair value of non-market based, stock options granted were as follows, presented on a weighted-average basis:


	Nine Months Ended September 30,
	2022		2021
Expected term (in years)	6.5		6.1
Expected volatility	79	%	83	%
Risk-free interest rate	3.0	%	0.7	%
Dividend yield	—		—

The assumptions used to determine the per-share fair value of shares to be granted under the ESPP were as follows:


	Nine Months Ended September 30,
	2022
Fair value per share	$0.84
Fair value per share of Common Stock	$1.60
Expected term (in years)	1.3
Expected volatility	88	%
Risk-free interest rate	3.8	%
Dividend yield	—

Total stock-based compensation expense was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
General and administrative	$	1,693	$	542	$	10,015	$	1,361
Research and development	597		84		2,161		199
Total stock-based compensation expense	$	2,290	$	626	$	12,176	$	1,560

As of September 30, 2022, the total unrecognized stock-based compensation related to service, performance, and market-based options was approximately $23.9 million, expected to be recognized over a weighted-average period of 2.18 years and the total unrecognized stock-based compensation related to the ESPP was approximately $1.1 million, expected to be recognized over a weighted-average period of 1.3 years. As of December 31, 2021, the total unrecognized stock-based compensation was approximately $9.2 million, expected to be recognized over a weighted-average period of 3.1 years.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Tax Disclosure	Income Tax No provision for income taxes was recorded for the three and nine months ended September 30, 2022 and 2021, respectively. Deferred tax assets generated from the Company’s net operating losses have been fully reserved, as the Company believes it is not more likely than not that the benefit will be realized due to the Company’s net operating losses generated to date. Effective January 1, 2022, under the Tax Cuts and Jobs Act, for tax purposes the Company is required to capitalize and subsequently amortize all R&D expenditures over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside of the U.S. Given the significant loss and credit carryforwards in the U.S., the Company does not anticipate to have a change in valuation allowance assertion.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net loss	$	(16,640)	$	(11,406)	$	(40,000)	$	(44,415)

Weighted-average shares used in computing net loss per share, basic and diluted	43,424,172		2,925,957		20,150,459		2,897,850
Net loss per share attributable to common stockholders, basic and diluted	$	(0.38)	$	(3.90)	$	(1.99)	$	(15.33)

The following potential common stock securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an as-converted basis):


	Three and Nine Months Ended September 30,
	2022	2021
Series A and B redeemable convertible preferred stock	—	19,517,988
Stock options to purchase common stock	8,757,118	1,815,431
Unvested early exercised options	118,160	499,571
Contingent earnout common stock	2,000,000	—
Total	10,875,278	21,832,990

Commitment and Contingencies	9 Months Ended
Commitment and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies In the ordinary course of business, we enter into contractual agreements with third parties that include non-cancelable payment obligations, for which we are liable in future periods. On June 3, 2021, the Company entered into a lease agreement for a new cGMP facility in Alameda, California to support planned initial clinical trials for our product candidates. Refer to Note 6, Operating Leases, for further details of the leases. The lease will expire in 2032 with future undiscounted operating lease payments of $46.0 million over an initial lease period of eleven years. In 2021, the Company began construction of the cGMP facility. As of September 30, 2022 the Company paid $29.3 million in construction costs of the $35.5 million purchase commitment. The agreements with the construction company provide for termination following a certain period after notice. Upon termination, the Company will be responsible for payment for work performed to date. In 2021, the Company entered into a three-year collaboration and option agreement with BlueRock Therapeutics LP (“BlueRock”) under which the Company granted BlueRock an option to acquire an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products. Refer to Note 14, Related Parties, for further details of the related parties. In consideration for the option, the Company is responsible for up to $10.0 million in costs and expenses incurred over the three-year term. As of September 30, 2022, purchase commitments related to sponsored research agreements amounted to approximately $1.3 million. The Company has entered into license agreements under which they are obligated to make annual maintenance payments of $0.1 million and specified milestone and royalty payments. Future milestone and royalty payments under these agreements are not considered contractual obligations since the payments under these agreements are contingent upon future events, such as the Company’s achievement of specified development, regulatory, and sales milestones, or generating product sales. As of September 30, 2022, the Company is unable to estimate the timing or likelihood of achieving these milestones or generating future product sales. Following the Closing, former holders of Legacy Senti common stock and preferred stock may receive up to 2,000,000 additional shares of the Company’s common stock in the aggregate, in two equal tranches of 1,000,000 shares of common stock per tranche. Refer to Note 3, Stockholders’ Equity (Deficit), for further details of the contingent earnout liability. Legal Proceedings The Company is subject to claims and assessments from time to time in the ordinary course of business but does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its condensed consolidated financial statements. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance.

Related Parties	9 Months Ended
Related Parties	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Parties	Related Parties Preferred Stockholders The Company issued Series A convertible redeemable preferred stock and Series B redeemable convertible preferred stock in February 2018 and October 2020, respectively, to certain related parties, including New Enterprise Associates 15, L.P. and its affiliates (“NEA”) and 8VC and its affiliates (“8VC”). In February 2018, the outstanding convertible notes held by NEA and 8VC, as well as Dr. Timothy Lu, our Chief Executive Officer, converted into additional shares of Series A redeemable convertible preferred stock while in October 2020, the outstanding convertible notes held by NEA and 8VC converted into additional shares of Series B redeemable convertible preferred stock, both in accordance with the terms of the note agreements. On June 8, 2022, in conjunction with the Merger, each outstanding share of preferred stock of Legacy Senti was cancelled and converted into the aggregate number of shares of the Company’s common stock that would be issued upon conversion of the shares of Legacy Senti preferred stock based on the applicable conversion ratio immediately prior to the effective time, multiplied by the Exchange Ratio, rounded down to the nearest whole share. As of September 30, 2022, no shares of preferred stock remain outstanding. NEA NEA held 4,429,725 and zero shares of common stock as of September 30, 2022 and December 31, 2021, respectively. NEA held zero and 2,642,934 shares of outstanding Series A redeemable convertible preferred stock as of September 30, 2022 and December 31, 2021, respectively, as well as zero and 536,791 shares of outstanding Series B redeemable convertible preferred stock, respectively. NEA held one of the seven seats on the Company’s Board of Directors as of September 30, 2022 and December 31, 2021. Bayer Healthcare LLC On May 19, 2022, Legacy Senti issued to Bayer a $5.2 million unsecured convertible promissory note. On June 8, 2022, the May 2022 Note was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock at a price of $10.00 per share. Refer to Note 7, Convertible Note, for further details of the convertible note. On May 21, 2021, the Company entered into a collaboration and option agreement (“BlueRock Agreement”) with BlueRock Therapeutics LP (“BlueRock”), a wholly-owned subsidiary of Bayer, pursuant to which the Company granted to BlueRock an option (“BlueRock Option”), on a collaboration program-by-collaboration program basis, to obtain an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products that contain cells of specified types and which incorporate an option gene circuit from such collaboration program or a closely related derivative gene circuit. The Company is responsible for up to $10 million in costs and expenses incurred in connection with the research plan and related activities to be conducted over a term of three years as specified in the collaboration and option agreement. If the Company and BlueRock agree to add new research activities to the research plan, then BlueRock will be obligated to reimburse the Company for the costs and expenses incurred that, together with costs and expenses incurred under the initial research plan, exceed $10 million. The Company concluded that the Agreement is not within the scope of ASC 808, Collaborative Arrangements, because the Company did not receive any consideration and therefore, is not exposed to both significant risks and rewards for the arrangement. The Company also determined that the agreement is also not currently within the scope of ASC 606 because the BlueRock Agreement does not currently meet the criteria of a contract with a customer, and will not be within the scope of ASC 606 until any consideration is paid. Potential future milestone payments and royalties are subject to BlueRock’s exercise of the BlueRock Option and execution of a commercial license agreement by both parties. Under the BlueRock Agreement, the specific financial terms for milestone payments and royalties will be negotiated and agreed to only after the option is exercised. As of September 30, 2022, Bayer held 5,878,488 shares of the Company’s common stock. As of December 31, 2021, Bayer held 5,360,988 shares of Series B redeemable convertible preferred stock and held one of the seven seats on the Board of Directors of Legacy Senti. Bayer’s parent company is Bayer AG, which served as the lead investor in our Series B financing through its Leaps by Bayer unit. Accordingly, Bayer is considered a related party.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn October 13, 2022, the Company sold 100,000 shares of common stock to Chardan pursuant to the Common Stock Purchase Agreement, aggregating to a net proceeds of $0.4 million. Refer to Note 8, Stockholder’s Equity (Deficit), for further details of the Common Stock Purchase Agreement.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We have one business activity and operate in one reportable segment. Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related price information to give effect to the exchange ratio established in the Merger Agreement.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of contingent earnout, the valuation of convertible notes, the valuation of common and redeemable convertible preferred stock, the valuation of preferred stock tranche liability, standalone selling price (“SSP”) and the determination of the incremental borrowing rate. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.
Recent Accounting Standards	Recent Accounting Standards The Company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Business Combinations	because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the common stock of the Company.

Reverse Recapitalization (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of common stock outstanding immediately following consummation of merger

The number of shares of the Company’s common stock outstanding immediately following the consummation of the Merger was:


	Shares



Owned by Dynamics’ stockholders	14,915,963
Issued to PIPE Investors	5,060,000
Issued to Bayer in connection with convertible note cancellation and exchange	517,500
Issued to Legacy Senti stockholders	23,163,614	(1)
Early exercised shares subject to repurchase	(288,807)
Total shares of common stock immediately after Merger	43,368,270

________________

(1) Includes 19,517,988 shares of common stock issued upon conversion of Legacy Senti’s redeemable convertible preferred stock.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Cash, Cash Equivalents and Investments

The following tables summarize the estimated value of cash equivalents and restricted cash (in thousands):


	September 30, 2022
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	114,940	$	—	$	—	$	114,940
Restricted cash:
Money market fund	3,295		—		—		3,295
Total	$	118,235	$	—	$	—	$	118,235


	December 31, 2021
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund	3,257		—		—		3,257
Total	$	59,291	$	—	$	—	$	59,291

Schedule of Financial Assets and Liabilities Measured and Recognized at Fair Value

Financial assets and liabilities measured and recognized at fair value are as follows (in thousands):


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	114,940	$	—	$	—	$	114,940
Restricted cash:
Money market fund	3,295		—		—		3,295
Total Assets	$	118,235	$	—	$	—	$	118,235
Liabilities:
Contingent earnout liability	$	—	$	—	$	909	$	909
Total Liabilities	$	—	$	—	$	909	$	909


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund	3,257		—		—		3,257
Total Assets	$	59,291	$	—	$	—	$	59,291

Summary of Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Contingent Earnout Liability
Fair value as of December 31, 2021	$	—
Contingent earnout liability recognized upon the closing of the reverse recapitalization	(9,688)
Change in fair value included in other income (expense)	8,779
Fair value as of September 30, 2022	$	(909)

Summary of Significant Quantitative Inputs Used in the Valuation of the Preferred Stock Tranche Liability


	December 31, 2020 Subsequent Measurement Dates
		Tranche Features 2 and 3 Call Option	Tranche 2 and 3 Forward Contracts
Estimated fair value of Series B redeemable convertible preferred stock(1)		$1.62	$1.62
Discount rate		0.11%	0.11%
Time to liquidity (years)		0.5	0.5
Expected volatility		73.8%	N/A
Probability of call option and forward contract		10%	90%
Strike Price		$1.6427	$1.6427
Value of each tranche feature		$0.326	$(0.023)

_______________

(1)Fair value of the Series B redeemable convertible preferred stock was estimated using the Backsolve method.


	March 31, 2021
	Tranche 2	Tranche 3 (Public)		Tranche 3 (Staying Private)
	Forward	Call	No Value	Call	Forward	No Value
Estimated fair value of Series B redeemable convertible preferred stock(1)	$2.0796	$2.3386	N/A	$1.3023	$1.3023	N/A
Discount rate	0.03%	0.05%	N/A	0.06%	0.06%	N/A
Time to liquidity (years)	0.08	0.5	N/A	0.75	0.75	N/A
Probability of call option and forward contract	100.0%	25.0%	75.0%	45.0%	5.0%	50.0%
Strike price	$1.6427	$1.6427	N/A	$1.6427	$1.6427	N/A
Expected volatility	N/A	80.00%	N/A	80.00%	N/A	N/A
Value of each tranche feature	$0.437	$0.873	$—	$0.251	$(0.340)	$—
Total value of tranche feature (in millions)	$8.6	$4.3		$1.9

_______________

The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of May 14, 2021 using a weighted comparable guideline IPO (high and low) and special purpose acquisition company (“SPAC”) transactions for the public scenario and the Black-Scholes pricing model for the staying-private scenario:


	May 14, 2021
	Tranches 2 and 3
	Public Scenario	Staying-Private Scenario
	Call	Call
Estimated fair value of Series B redeemable convertible preferred stock	$2.18	$1.58
Scenario weighting	75.0%	25.0%
Value of each tranche feature	$1.637	$0.395
Weighted-average value of Series B redeemable convertible preferred stock	$2.032

The following table provides a roll-forward of the change in the preferred stock tranche liability (in thousands):


	Preferred Stock Tranche Liability




Balance as of December 31, 2020	$	435
Recognition of tranche rights from January 2021 issuance	33
Change in fair value	14,742
Tranche liability extinguishment	(15,210)
Balance as of December 31, 2021	$	—

Other Financial Statement information (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Prepaid expenses (including prepaid rent)	$	2,277	$	798
Deposits	1,642		1,157
Reverse Recapitalization deferred offering costs	—		1,446
Other	56		275
Total prepaid expenses and other current assets	$	3,975	$	3,676

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Lab equipment	$	7,762	$	4,988
Leasehold improvements	1,876		431
Computer equipment and software	375		262
Furniture and fixtures	325		294
Construction in progress	39,473		8,048
Property and equipment at cost	49,811		14,023
Less: accumulated depreciation	(2,552)		(1,655)
Property and equipment, net	$	47,259	$	12,368

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Accrued professional and service fees related to facility construction	$	6,828	$	605
Accrued professional and service fees other	2,465		1,950
Accrued employee-related expenses	2,566		2,665
Other accrued expenses	54		111
Total accrued expenses and other current liabilities	$	11,913	$	5,331

Operating Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Lease, Cost

A summary of total lease costs and other information for the period relating to the Company’s operating leases is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating lease cost	$	1,326	$	1,110	$	3,976	$	2,469
Short-term lease cost	20		—		50		—
Variable lease cost	184		160		537		564
Total lease cost	$	1,530	$	1,270	$	4,563	$	3,033


	Nine Months Ended September 30,
	2022			2021
Other information:
Operating cash flows net inflows and (outflows) from operating lease	$	9,225		$	(1,995)
ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives)	$	202		$	9,825
Weighted-average remaining lease term	8.2 years			7.9 years
Weighted-average discount rate	9.1		%	9.1		%

Lessee, Operating Lease, Liability, Maturity

Maturities of the Company’s lease liabilities as of September 30, 2022, were as follows (in thousands):


2022, for the remainder of the year	$	697
2023	6,272
2024	7,265
2025	7,489
2026	7,723
Thereafter	30,229
Total undiscounted lease payments	59,675
Less imputed interest	(19,402)
Tenant improvement allowance remaining	(6,178)
Total lease liabilities	$	34,095

Stockholders’ Equity (Deficit) (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Temporary Equity

The Company’s redeemable convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except share and per share amounts):


	December 31, 2021
	Issue Price Per Share		Shares Authorized	Shares Issued and Outstanding	Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427	6,888,563	6,888,563	$	57,408	$	57,822
Series B	$	1.6427	12,629,427	12,629,425	114,425		106,012
Total			19,517,990	19,517,988	$	171,833	$	163,834

Schedule Of Shares Reserved For Future Issuance


	September 30,	December 31,
	2022	2021
Series A and B redeemable convertible preferred stock	—	19,517,988
Common Stock Purchase Agreement	8,627,049	—
Common stock options issued and outstanding	8,757,118	2,291,838

Common stock shares available for future issuance under equity plans	4,514,977	717,617
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”)	592,584	—
Unvested early exercised common stock	118,160	473,373
Total	22,609,888	23,000,816

Schedule of Business Acquisitions by Acquisition, Contingent Consideration

Assumptions used in the valuation are described below:


	June 08, 2022			September 30, 2022

Current stock price	$	7.51		$	2.17
Expected share price volatility	81.0		%	87.0		%
Risk-free interest rate	2.94		%	4.24		%
Estimated dividend yield	0.0		%	0.0		%
Expected term (years)	3.0			2.7

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Option, Activity

The following table summarizes the Company’s stock option activity, excluding performance and market awards:


	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021	2,291,838	$	4.39	9.1	$	11,304
Granted	1,510,059	$	1.83	—	$	—
Exercised	(199,807)	$	2.49	—	$	—
Forfeited	(529,221)	$	3.16	—	$	—
Outstanding at September 30, 2022	3,072,869	$	3.46	9.1	$	527
Vested and exercisable at September 30, 2022	583,348	$	4.01	8.1	$	29

Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option


	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021	—	$	—	—	$	—
Granted	6,796,074	$	9.92	—	$	—

Forfeited	(1,427,573)	$	9.92	—	$	—
Outstanding at September 30, 2022	5,368,501	$	9.92	9.2	$	—
Vested and exercisable at September 30, 2022	—	$	—	—	$	—

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

The assumptions used to determine the grant date fair value of non-market based, stock options granted were as follows, presented on a weighted-average basis:


	Nine Months Ended September 30,
	2022		2021
Expected term (in years)	6.5		6.1
Expected volatility	79	%	83	%
Risk-free interest rate	3.0	%	0.7	%
Dividend yield	—		—

Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions

The assumptions used to determine the per-share fair value of shares to be granted under the ESPP were as follows:


	Nine Months Ended September 30,
	2022
Fair value per share	$0.84
Fair value per share of Common Stock	$1.60
Expected term (in years)	1.3
Expected volatility	88	%
Risk-free interest rate	3.8	%
Dividend yield	—

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

Total stock-based compensation expense was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
General and administrative	$	1,693	$	542	$	10,015	$	1,361
Research and development	597		84		2,161		199
Total stock-based compensation expense	$	2,290	$	626	$	12,176	$	1,560

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net loss	$	(16,640)	$	(11,406)	$	(40,000)	$	(44,415)

Weighted-average shares used in computing net loss per share, basic and diluted	43,424,172		2,925,957		20,150,459		2,897,850
Net loss per share attributable to common stockholders, basic and diluted	$	(0.38)	$	(3.90)	$	(1.99)	$	(15.33)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three and Nine Months Ended September 30,
	2022	2021
Series A and B redeemable convertible preferred stock	—	19,517,988
Stock options to purchase common stock	8,757,118	1,815,431
Unvested early exercised options	118,160	499,571
Contingent earnout common stock	2,000,000	—
Total	10,875,278	21,832,990

Organization and Description of Business (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained earnings (accumulated deficit)	$ (155,076)						$ (155,076)		$ (115,076)
Net income (loss)	(16,640)	$ (11,552)	$ (11,808)	$ (11,406)	$ (12,007)	$ (21,002)	(40,000)	$ (44,415)
Cash, cash equivalents, and restricted cash	$ 118,235			$ 75,224			$ 118,235	$ 75,224	$ 59,291	$ 31,034

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
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+ Details

Summary of Significant Accounting Policies (Details)		9 Months Ended
Summary of Significant Accounting Policies (Details)	Jun. 08, 2022 tranche shares	Sep. 30, 2022 businessActivitiy reportableSegment
Business Acquisition, Contingent Consideration [Line Items]
Number of business activities \| businessActivitiy		1
Number of reportable segments \| reportableSegment		1
Maximum contingent earnout (in shares)	2,000,000
Number of tranches of contingent earnout shares \| tranche	2
Number of contingent earnout shares per tranche (in shares)	1,000,000
Contingent Consideration, Tranche One
Business Acquisition, Contingent Consideration [Line Items]
Earnout period (in years)	2 years
Contingent Consideration, Tranche Two
Business Acquisition, Contingent Consideration [Line Items]
Earnout period (in years)	3 years

Reverse Recapitalization - Narrative (Details)		9 Months Ended
Reverse Recapitalization - Narrative (Details)	Jun. 08, 2022 USD ($) tranche $ / shares shares	Sep. 30, 2022 USD ($) $ / shares	May 19, 2022 USD ($)	Dec. 31, 2021 $ / shares
Reverse Recapitalization [Line Items]
Recapitalization exchange ratio	0.1957
Common stock, par or stated value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Maximum contingent earnout (in shares) \| shares	2,000,000
Number of tranches of contingent earnout shares \| tranche	2
Number of contingent earnout shares per tranche (in shares) \| shares	1,000,000
Number of trading days	20 days
Number of consecutive trading days	30 days
Threshold of years for change of control (in years)	3 years
Cash acquired through reverse recapitalization	$ 140,700,000
Transaction costs	23,500,000
Costs incurred by the Company	$ 4,800,000
Unpaid transaction cost assumed in connection with merger		$ 0
Common Class A
Reverse Recapitalization [Line Items]
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (in shares) \| shares	517,500
Common stock share price (in dollars per share) \| $ / shares	$ 10.00
May 2022 Note
Reverse Recapitalization [Line Items]
Principal amount of unsecured convertible promissory note			$ 5,200,000
Private Placement
Reverse Recapitalization [Line Items]
Price per share (in dollars per share) \| $ / shares	$ 10.00
Aggregate purchase price	$ 50,600,000
Contingent Consideration, Tranche One
Reverse Recapitalization [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 15.00
Term (in years)	2 years
Contingent Consideration, Tranche Two
Reverse Recapitalization [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 20.00
PIPE Investors \| Private Placement
Reverse Recapitalization [Line Items]
Number of shares issued (in shares) \| shares	5,060,000

Reverse Recapitalization -Schedule of Common Stock Outstanding Immediately Following Consummation of Merger (Details) - shares	Jun. 08, 2022	Sep. 30, 2022	Dec. 31, 2021
Reverse Recapitalization [Line Items]
Senti Biosciences, Inc. issue to PIPE Investors (in shares)	5,060,000
Senti Biosciences, Inc. shares issued in Merger to Legacy Senti stockholders (in shares)	23,163,614
Early exercised shares subject to repurchase (in shares)	(288,807)
Total shares of common stock immediately after Merger (in shares)	43,368,270	43,638,917	2,972,409
Common stock issued upon conversion of redeemable convertible stock (in shares)	19,517,988
Common Class A
Reverse Recapitalization [Line Items]
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (in shares)	517,500
Common Shareholders
Reverse Recapitalization [Line Items]
Number of shares of stock issued during the period pursuant to acquisitions	14,915,963

Fair Value Measurements - Summary of the Estimated Fair Value of Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	$ 114,940	$ 56,034	$ 73,692
Restricted cash	3,295		1,532
Cash, cash equivalents, and restricted cash	118,235	59,291	$ 75,224	$ 31,034
Money Market Funds
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	114,940	56,034
Cash and cash equivalents, fair value	114,940	56,034
Restricted cash	3,295	3,257
Restricted cash, fair value	$ 3,295	$ 3,257

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured and Recognized at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 08, 2022	Dec. 31, 2021
Assets:
Total Assets	$ 118,235		$ 59,291
Liabilities:
Contingent earnout liability	909	$ 9,700
Total Liabilities	909
Money Market Funds
Assets:
Cash and cash equivalents, fair value	114,940		56,034
Restricted cash, fair value	3,295		3,257
Fair Value, Inputs, Level 1
Assets:
Total Assets	118,235		59,291
Liabilities:
Contingent earnout liability	0
Total Liabilities	0
Fair Value, Inputs, Level 1 \| Money Market Funds
Assets:
Cash and cash equivalents, fair value	114,940		56,034
Restricted cash, fair value	3,295		3,257
Fair Value, Inputs, Level 2
Assets:
Total Assets	0		0
Liabilities:
Contingent earnout liability	0
Total Liabilities	0
Fair Value, Inputs, Level 2 \| Money Market Funds
Assets:
Cash and cash equivalents, fair value	0		0
Restricted cash, fair value	0		0
Fair Value, Inputs, Level 3
Assets:
Total Assets	0		0
Liabilities:
Contingent earnout liability	909
Total Liabilities	909
Fair Value, Inputs, Level 3 \| Money Market Funds
Assets:
Cash and cash equivalents, fair value	0		0
Restricted cash, fair value	$ 0		$ 0

Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - Fair Value, Inputs, Level 3 - Contingent Earnout Liability $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 0
Contingent earnout liability recognized upon the closing of the reverse recapitalization	(9,688)
Change in fair value included in other income (expense)	8,779
Ending balance	$ (909)

Fair Value Measurements - Narrative (Details) - Preferred Stock Tranche Liability $ in Thousands		1 Months Ended	3 Months Ended		12 Months Ended
	May 14, 2021 USD ($)	Jan. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Weighted fair value of tranche feature (in dollars per share) \| $ / shares				$ 0.312		$ 0.012
Fair value of preferred stock tranche liability						$ 400
Additional issuance of preferred stock tranche liability		$ 33		$ 33	$ 33
Preferred stock tranche liability				12,300	0	$ 435
Change in fair value				$ 11,800	14,742
Tranche liability extinguishment			$ (15,200)		$ 15,210
Series B
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Tranche liability extinguishment	$ 15,200
Scenario Weighting \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input (in percent)				75.00%
Scenario Weighting \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input (in percent)				25.00%
Tranche Two Forward Contract
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability \| $ / shares				8,600,000
Tranche Three No Value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability \| $ / shares				3,700,000
Tranche Three No Value \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability \| $ / shares				4,300,000
Tranche Three No Value \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability \| $ / shares				1,900,000

Fair Value Measurements - Roll Forward of Change in Preferred Stock Tranche Liability (Details) - Preferred Stock Tranche Liability - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2021
Change in Preferred Stock Tranche Liability [Roll Forward]
Beginning balance	$ (435)	$ (12,300)	$ (435)	$ (435)
Recognition of tranche rights from January 2021 issuance	$ 33		33	33
Change in fair value			11,800	14,742
Tranche liability extinguishment		$ 15,200		(15,210)
Ending balance			$ (12,300)	$ 0

Other Financial Statement information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses (including prepaid rent)	$ 2,277	$ 798
Deposits	1,642	1,157
Reverse Recapitalization deferred offering costs	0	1,446
Other	56	275
Prepaid expenses and other current assets	$ 3,975	$ 3,676

Other Financial Statement information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 49,811	$ 14,023
Less: accumulated depreciation	(2,552)	(1,655)
Property and equipment, net	47,259	12,368
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment at cost	7,762	4,988
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment at cost	1,876	431
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment at cost	375	262
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment at cost	325	294
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 39,473	$ 8,048

Other Financial Statement information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation	$ 400	$ 200	$ 948	$ 543

Other Financial Statement information - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued professional and service fees related to facility construction	$ 6,828	$ 605
Accrued professional and service fees other	2,465	1,950
Accrued employee-related expenses	2,566	2,665
Other accrued expenses	54	111
Total accrued expenses and other current liabilities	$ 11,913	$ 5,331

Operating Leases - Narrative (Details) $ in Millions	9 Months Ended	14 Months Ended
Operating Leases - Narrative (Details) $ in Millions	Sep. 30, 2022 USD ($) tradingDay	Sep. 30, 2022 USD ($)	Jun. 03, 2021
Lessee, Lease, Description [Line Items]
Lease term			11 years
Corporate Headquarters
Lessee, Lease, Description [Line Items]
Lease term	8 years	8 years
Lease renewal term	8 years	8 years
Alameda
Lessee, Lease, Description [Line Items]
Lease term	11 years	11 years
Number of renewal options \| tradingDay	2
Lease renewal term	5 years	5 years
Tenant improvement allowance	$ 17.5	$ 17.5
Tenant improvement allowance remaining	$ 11.3	$ 11.3

Operating Leases - Total Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating lease cost	$ 1,326	$ 1,110	$ 3,976	$ 2,469
Short-term lease cost	20	0	50	0
Variable lease cost	184	160	537	564
Total lease cost	$ 1,530	$ 1,270	$ 4,563	$ 3,033

Operating Leases - Other Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating cash flows net inflows and (outflows) from operating lease	$ 9,225	$ (1,995)
ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives)	$ 202	$ 9,825
Weighted-average remaining lease term	8 years 2 months 12 days	7 years 10 months 24 days
Weighted-average discount rate	9.10%	9.10%

Operating Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 03, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022, for the remainder of the year	$ 697
2023	6,272
2024	7,265
2025	7,489
2026	7,723
Thereafter	30,229
Total undiscounted lease payments	59,675	$ 46,000
Less imputed interest	(19,402)
Tenant improvement allowance remaining	(6,178)
Total lease liabilities	$ 34,095

Convertible Note (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 08, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	May 19, 2022
Convertible Debt [Line Items]
Gain on extinguishment of convertible notes		$ 0	$ 0	$ 1,289	$ 0
Common Class A
Convertible Debt [Line Items]
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (in shares)	517,500
Common stock share price (in dollars per share)	$ 10.00
May 2022 Note
Convertible Debt [Line Items]
Principal amount of unsecured convertible promissory note						$ 5,200
Annual rate (in percent)						3.00%
Conversion price						$ 10.00
Conversion price (in percent)						80.00%
Gain on extinguishment of convertible notes	$ 1,300

Stockholders’ Equity (Deficit) - Redeemable Convertible Preferred Stock (Details)	Sep. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	Jun. 08, 2022	Mar. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Mar. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares
Class of Stock [Line Items]
Conversion ratio			1
Issue Price Per Share (in dollars per shares) \| $ / shares	$ 0.0001				$ 0.0001
Shares Authorized (in shares)	0				19,517,990
Shares Issued (in shares)	0				19,517,988
Shares Outstanding (in shares)	0	0		19,517,988	19,517,988	19,517,988	19,517,988	11,814,113	11,536,136
Net Carrying Value \| $	$ 0	$ 0		$ 171,833,000	$ 171,833,000	$ 171,833,000	$ 171,833,000	$ 91,956,000	$ 89,662,000
Aggregate Liquidation Preference \| $	$ 0				$ 163,834,000
Series A
Class of Stock [Line Items]
Issue Price Per Share (in dollars per shares) \| $ / shares					$ 1.6427
Shares Authorized (in shares)					6,888,563
Shares Issued (in shares)					6,888,563
Shares Outstanding (in shares)					6,888,563
Net Carrying Value \| $					$ 57,408,000
Aggregate Liquidation Preference \| $					$ 57,822,000
Series B
Class of Stock [Line Items]
Issue Price Per Share (in dollars per shares) \| $ / shares					$ 1.6427
Shares Authorized (in shares)					12,629,427
Shares Issued (in shares)					12,629,425
Shares Outstanding (in shares)					12,629,425
Net Carrying Value \| $					$ 114,425,000
Aggregate Liquidation Preference \| $					$ 106,012,000

Stockholders’ Equity (Deficit) - Common and Preferred Stock (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Equity [Abstract]
Number of votes per common stock \| vote	1
Cash dividends declared and paid, common stock \| $	$ 0
Preferred stock, par value per share (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	0
Preferred stock, shares outstanding (in shares)	0	0

Stockholders’ Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) - $ / shares	Sep. 30, 2022	Jun. 08, 2022	Dec. 31, 2021
Equity [Abstract]
Common stock, shares authorized (in shares)	500,000,000		27,006,600
Common stock, par or stated value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	22,609,888		23,000,816
Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	0		19,517,988
Common Stock Purchase Agreement
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	8,627,049		0
Options
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	8,757,118		2,291,838
Equity Plans
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	4,514,977		717,617
Employee Stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	592,584		0
Unvested early exercised common stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	118,160		473,373

Stockholders’ Equity (Deficit) - Common Stock Purchase Agreement (Details) - Common Stock - Common Stock Purchase Agreement - USD ($) $ in Thousands	Oct. 13, 2022	Aug. 31, 2022
Class of Stock [Line Items]
Maximum proceeds purchase agreement		$ 50,000
Term of agreement		36 months
Number of shares issued, threshold (in shares)		8,727,049
Shares issued in transaction, threshold (as a percent)		19.99%
Trading volume available for purchase, threshold (in percent)		20.00%
Purchase price, threshold		$ 3,000
Number of shares issued (in shares)		100,000
Document preparation fees		$ 400
Sale Of Stock, Issuance Costs		$ 700
Subsequent Event
Class of Stock [Line Items]
Number of shares issued (in shares)	100,000
Aggregate purchase price	$ 400
Discount rate
Class of Stock [Line Items]
Sale Of Stock, Discount Rate, Percentage		3.00%

Stockholders’ Equity (Deficit) - Contingent Earnout Equity (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 08, 2022 USD ($) tranche $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Maximum contingent earnout (in shares) \| shares	2,000,000
Number of tranches of contingent earnout shares \| tranche	2
Number of contingent earnout shares per tranche (in shares) \| shares	1,000,000
Number of trading days	20 days
Number of consecutive trading days	30 days
Threshold of years for change of control (in years)	3 years
Fair value of contingent earnout shares	$ 9,800
Contingent earnout liability	9,700	$ 909		$ 909
Fair value of contingent earnout shares	$ 100
Change in fair value of contingent earnout liability		$ (99)	$ 0	$ 8,779	$ 0
Contingent Consideration, Tranche Two
Business Acquisition, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 20.00
Term (in years)	3 years
Contingent Consideration, Tranche One
Business Acquisition, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 15.00
Term (in years)	2 years

Stockholders’ Equity (Deficit) - Assumptions used in valuation of contingent earnout shares (Details)	Sep. 30, 2022 $ / shares Years	Jun. 08, 2022 $ / shares Years
Current stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input \| $ / shares	2.17	7.51
Expected share price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.870	0.810
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.0424	0.0294
Estimated dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.000	0.000
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input \| Years	2.7	3.0

Revenue - Contract Revenue (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
Revenue - Contract Revenue (Details) - USD ($)	Dec. 31, 2021	Apr. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	May 31, 2019
Disaggregation of Revenue [Line Items]
Consideration received in collaborative development agreement							$ 300,000
Variable consideration							$ 300,000
Contract assets reversed	$ 300,000
Revenue recognized during period previously included in deferred revenue			$ 700,000	$ 500,000	$ 1,700,000	$ 800,000
Contract asset			$ 0	$ 0	$ 0	$ 0
Spark
Disaggregation of Revenue [Line Items]
Agreement evaluation period		24 months
Spark \| Minimum
Disaggregation of Revenue [Line Items]
Agreement termination advance notice period		90 days
Spark \| Maximum
Disaggregation of Revenue [Line Items]
Agreement termination advance notice period		180 days
Spark \| License
Disaggregation of Revenue [Line Items]
Variable consideration		$ 3,000,000
Spark \| License \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-05-01
Disaggregation of Revenue [Line Items]
Expected timing of satisfaction		2 years

Revenue - Grant Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Revenue - Grant Income (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Grant income	$ 250	$ 177	$ 750	$ 220
Grant income
Disaggregation of Revenue [Line Items]
Grant income					$ 2,000
Period of recognition of grant (in years)					2 years

Revenue - Entity-wide information (Details) - Revenue Benchmark - Customer Concentration Risk	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Customer A
Concentration Risk [Line Items]
Percentage of concentration	86.00%	83.00%	82.00%	85.00%
Customer B
Concentration Risk [Line Items]
Percentage of concentration	14.00%	16.00%	18.00%	11.00%

Stock-Based Compensation - Narrative (Details) $ in Thousands			9 Months Ended		12 Months Ended
	Jun. 08, 2022 shares	Dec. 19, 2021 tranche shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 shares	Dec. 31, 2021 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost not yet recognized \| $			$ 23,900		$ 9,200
Cost not yet recognized, period for recognition (in years)			2 years 2 months 4 days		3 years 1 month 6 days
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
grants in period (in shares)	6,796,074	8,400,892	6,796,074
Terms of award (in years)		four
Market Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
grants in period (in shares)	315,748	605,451
Number of tranches \| tranche		4
Award vesting rights (in percent)		25.00%
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percent of outstanding shares	85.00%
offering period (in months)	24 months
ESPP purchase price of common stock, percent of market price (in percent)	1.00%
Accumulated payroll deduction liability \| $			$ 38
Cost not yet recognized \| $			$ 1,100
Cost not yet recognized, period for recognition (in years)			1 year 3 months 18 days
2022 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized for issuance under share-based payment arrangement (in shares)			2,492,735
Exercise price of an ISO granted to a stockholder (in percent)			10.00%
Expiration period (in years)			10 years
Annual increase in authorized shares, percentage			5.00%
2022 Stock Incentive Plan \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated fair value of the shares on the date of grant (in percent)			100.00%
2022 Stock Incentive Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated fair value of the shares on the date of grant (in percent)			110.00%
2016 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized for issuance under share-based payment arrangement (in shares)	12,828,363				12,828,363
Issued in period (in shares)			0	512,670
Common stock subject to repurchase (in shares)			118,160		473,373
Common stock subject to repurchase \| $			$ 300		$ 1,200
2022 Inducement Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized for issuance under share-based payment arrangement (in shares)			2,000,000
Estimated fair value of the shares on the date of grant (in percent)			100.00%
Expiration period (in years)			10 years

Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Number of Options
Outstanding at December 31, 2021 (in shares)	2,291,838
Granted (in shares)	1,510,059
Exercised (in shares)	(199,807)
Forfeited (in shares)	(529,221)
Outstanding at September 30, 2022 (in shares)	3,072,869	2,291,838
Vested and exercisable at September 30, 2022 (in shares)	583,348
Weighted-Average Exercise Price
Outstanding at December 31, 2021 (in dollars per share)	$ 4.39
Granted (in dollars per share)	1.83
Exercised (in dollars per share)	2.49
Forfeited (in dollars per share)	3.16
Outstanding at September 30, 2022 (in dollars per share)	3.46	$ 4.39
Vested and exercisable at September 30, 2022 (in shares)	$ 4.01
Stock Options Additional Disclosures
Outstanding at December 31, 2021, Weighted average remaining contractual life (Years)	9 years 1 month 6 days	9 years 1 month 6 days
Outstanding at September 30, 2022, Weighted average remaining contractual life (Years)	9 years 1 month 6 days	9 years 1 month 6 days
Vested and exercisable at September 30, 2022, Weighted average remaining contractual life (Years)	8 years 1 month 6 days
Outstanding at December 31, 2021, aggregate intrinsic value	$ 527	$ 11,304
Outstanding at September 30, 2022, aggregate intrinsic value	527	$ 11,304
Vested and exercisable at September 30, 2022, aggregate intrinsic value	$ 29

Stock-Based Compensation - Performance Awards Activity (Details) - Performance Shares - $ / shares			9 Months Ended
	Jun. 08, 2022	Dec. 19, 2021	Sep. 30, 2022
Number of Options
Outstanding, beginning of period (in shares)			0
Granted (in shares)	6,796,074	8,400,892	6,796,074
Forfeited (in shares)			(1,427,573)
Outstanding, end of period (in shares)			5,368,501
Vested and exercisable, end of period (in shares)			0
Weighted-Average Exercise Price
Outstanding, beginning of period (in dollars per share)			$ 0
Granted (in dollars per share)			9.92
Forfeited (in dollars per share)			9.92
Outstanding, end of period (in dollars per share)			9.92
Vested and exercisable, end of period (in dollars per share)			$ 0
Outstanding, end of period, weighted average remaining contractual life (in years)			9 years 2 months 12 days

Stock-Based Compensation - Weighted Average Assumptions (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 6 months	6 years 1 month 6 days
Expected volatility (in percent)	79.00%	83.00%
Risk-free interest rate (in percent)	3.00%	0.70%
Dividend yield (in percent)	0.00%	0.00%
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value per share (in dollars per share)	$ 0.84
Expected term (in years)	1 year 3 months 18 days
Expected volatility (in percent)	88.00%
Risk-free interest rate (in percent)	3.80%
Dividend yield (in percent)	0.00%
Employee Stock \| Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value per share (in dollars per share)	$ 1.60

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 2,290	$ 626	$ 12,176	$ 1,560
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,693	542	10,015	1,361
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 597	$ 84	$ 2,161	$ 199

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Net Loss Per Share - Basic and Diluted Net Earnings (loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss	$ (16,640)	$ (11,552)	$ (11,808)	$ (11,406)	$ (12,007)	$ (21,002)	$ (40,000)	$ (44,415)
Weighted-average shares used in computing net loss per share, basic (in shares)	43,424,172			2,925,957			20,150,459	2,897,850
Weighted-average shares used in computing net loss per share, diluted (in shares)	43,424,172			2,925,957			20,150,459	2,897,850
Earnings Per Share
Net loss per share attributable to common stockholders, diluted (in shares)	$ (0.38)			$ (3.90)			$ (1.99)	$ (15.33)
Net loss per share attributable to common stockholders, basic (in shares)	$ (0.38)			$ (3.90)			$ (1.99)	$ (15.33)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	10,875,278	21,832,990	10,875,278	21,832,990
Series A and B redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	19,517,988	0	19,517,988
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	8,757,118	1,815,431	8,757,118	1,815,431
Unvested early exercised options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	118,160	499,571	118,160	499,571
Contingent earnout common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,000,000	0	2,000,000	0

Commitment and Contingencies (Details) $ in Thousands			9 Months Ended
Commitment and Contingencies (Details) $ in Thousands	Jun. 08, 2022 tranche shares	May 21, 2021 USD ($)	Sep. 30, 2022 USD ($)	Jun. 03, 2021 USD ($)
Long-Term Purchase Commitment [Line Items]
Total undiscounted lease payments			$ 59,675	$ 46,000
Operating lease, term of contract				11 years
Annual maintenance payments			100
Maximum contingent earnout (in shares) \| shares	2,000,000
Number of tranches of contingent earnout shares \| tranche	2
Number of contingent earnout shares per tranche (in shares) \| shares	1,000,000
BlueRock \| Research and Development Arrangement
Long-Term Purchase Commitment [Line Items]
Long-term purchase commitment amount			1,300
BlueRock \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Long-Term Purchase Commitment [Line Items]
Term of agreement (in years)		3 years
Expected costs and expenses incurred		$ 10,000
cGMP Facility
Long-Term Purchase Commitment [Line Items]
Construction costs			29,300
Long-term purchase commitment amount			$ 35,500

Related Parties (Details) $ / shares in Units, $ in Thousands	Jun. 08, 2022 $ / shares shares	May 21, 2021 USD ($)	Sep. 30, 2022 tradingDay shares	May 19, 2022 USD ($)	Dec. 31, 2021 tradingDay shares
Related Party Transaction [Line Items]
Preferred stock, shares outstanding (in shares)			0		0
Common stock, shares issued (in shares)			43,638,917		2,972,409
Redeemable convertible preferred stock, shares issued (in shares)			0		19,517,988
Number of seats on the board of directors \| tradingDay			7		7
May 2022 Note
Related Party Transaction [Line Items]
Principal amount of unsecured convertible promissory note \| $				$ 5,200
Series A
Related Party Transaction [Line Items]
Redeemable convertible preferred stock, shares issued (in shares)					6,888,563
Series B
Related Party Transaction [Line Items]
Redeemable convertible preferred stock, shares issued (in shares)					12,629,425
Common Class A
Related Party Transaction [Line Items]
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (in shares)	517,500
Common stock share price (in dollars per share) \| $ / shares	$ 10.00
NEA
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)			4,429,725		0
Number of seats on the board of directors \| tradingDay			1		1
NEA \| Series A
Related Party Transaction [Line Items]
Redeemable convertible preferred stock, shares issued (in shares)			0		2,642,934
NEA \| Series B
Related Party Transaction [Line Items]
Redeemable convertible preferred stock, shares issued (in shares)			0		536,791
BlueRock \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Related Party Transaction [Line Items]
Expected costs and expenses incurred \| $		$ 10,000
Term of agreement (in years)		3 years
Bayer
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)			5,878,488
Number of seats on the board of directors \| tradingDay					1
Bayer \| Series B
Related Party Transaction [Line Items]
Redeemable convertible preferred stock, shares issued (in shares)					5,360,988

Subsequent Events (Details) - Common Stock - Common Stock Purchase Agreement - USD ($) $ in Millions	Oct. 13, 2022	Aug. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Number of shares issued (in shares)		100,000
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of shares issued (in shares)	100,000
Aggregate purchase price	$ 0.4

Fair Value Measurements - Significant Quantitative Inputs Used in the Valuation of the Preferred Stock Tranche Liability (Details) - Preferred Stock Tranche Liability	May 14, 2021 $ / shares	Mar. 31, 2021 $ / shares	Dec. 31, 2020 $ / shares
Tranche 3 Call Option \| Estimated fair value of Series B redeemable convertible preferred stock \| Series B \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		1.3023
Tranche 3 Call Option \| Estimated fair value of Series B redeemable convertible preferred stock \| Series B \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		2.3386
Tranche 3 Call Option \| Discount rate \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.0006
Tranche 3 Call Option \| Discount rate \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.0005
Tranche 3 Call Option \| Time to liquidity (years) \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.75
Tranche 3 Call Option \| Time to liquidity (years) \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.5
Tranche 3 Call Option \| Expected share price volatility \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.8000
Tranche 3 Call Option \| Expected share price volatility \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.8000
Tranche 3 Call Option \| Probability of call option and forward contract \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.450
Tranche 3 Call Option \| Probability of call option and forward contract \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.250
Tranche 3 Call Option \| Strike Price \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.016427
Tranche 3 Call Option \| Strike Price \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.016427
Tranche 3 Call Option \| Value of each tranche feature \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.251
Tranche 3 Call Option \| Value of each tranche feature \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.873
Tranche Features 2 and 3 Call Option \| Estimated fair value of Series B redeemable convertible preferred stock \| Series B
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			1.62
Tranche Features 2 and 3 Call Option \| Estimated fair value of Series B redeemable convertible preferred stock \| Series B \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability	1.58
Tranche Features 2 and 3 Call Option \| Estimated fair value of Series B redeemable convertible preferred stock \| Series B \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability	2.18
Tranche Features 2 and 3 Call Option \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.0011
Tranche Features 2 and 3 Call Option \| Time to liquidity (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.5
Tranche Features 2 and 3 Call Option \| Expected share price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.738
Tranche Features 2 and 3 Call Option \| Probability of call option and forward contract
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.10
Tranche Features 2 and 3 Call Option \| Strike Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.016427
Tranche Features 2 and 3 Call Option \| Value of each tranche feature
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.00326
Tranche Features 2 and 3 Call Option \| Value of each tranche feature \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability	0.395
Tranche Features 2 and 3 Call Option \| Value of each tranche feature \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability	1.637
Tranche Features 2 and 3 Call Option \| Scenario weighting \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability	0.250
Tranche Features 2 and 3 Call Option \| Scenario weighting \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability	0.750
Tranche Features 2 and 3 Call Option \| Weighted-average value of Series B redeemable convertible preferred stock \| Series B
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability	2.032
Tranche 2 and 3 Forward Contracts \| Estimated fair value of Series B redeemable convertible preferred stock \| Series B
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			1.62
Tranche 2 and 3 Forward Contracts \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.0011
Tranche 2 and 3 Forward Contracts \| Time to liquidity (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.5
Tranche 2 and 3 Forward Contracts \| Probability of call option and forward contract
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.90
Tranche 2 and 3 Forward Contracts \| Strike Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			0.016427
Tranche 2 and 3 Forward Contracts \| Value of each tranche feature
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability			(0.00023)
Tranche Three No Value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		3,700,000
Tranche Three No Value \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		1,900,000
Tranche Three No Value \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		4,300,000
Tranche Three No Value \| Probability of call option and forward contract \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.500
Tranche Three No Value \| Probability of call option and forward contract \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.750
Tranche Three No Value \| Value of each tranche feature \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0
Tranche Three No Value \| Value of each tranche feature \| Public Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0
Tranche Two Forward Contract
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		8,600,000
Tranche Two Forward Contract \| Estimated fair value of Series B redeemable convertible preferred stock \| Series B
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		2.0796
Tranche Two Forward Contract \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.0003
Tranche Two Forward Contract \| Time to liquidity (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.08
Tranche Two Forward Contract \| Probability of call option and forward contract
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		1.000
Tranche Two Forward Contract \| Strike Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.016427
Tranche Two Forward Contract \| Value of each tranche feature
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.437
Tranche Three Forward Option \| Estimated fair value of Series B redeemable convertible preferred stock \| Series B \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		1.3023
Tranche Three Forward Option \| Discount rate \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.0006
Tranche Three Forward Option \| Time to liquidity (years) \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.75
Tranche Three Forward Option \| Probability of call option and forward contract \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.050
Tranche Three Forward Option \| Strike Price \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		0.016427
Tranche Three Forward Option \| Value of each tranche feature \| Staying Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of input used to measure embedded derivative liability		(0.340)