0001854270-23-000064 | 10-Q | XBRL Viewer

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 31,600	$ 57,621
Accounts receivable	791	626
Short-term investments	44,506	40,942
Prepaid expenses and other current assets	3,614	3,390
Total current assets	80,511	102,579
Restricted cash	3,551	3,366
Property and equipment, net	58,987	56,136
Operating lease right-of-use assets	17,905	18,418
Other long-term assets	471	293
Total assets	161,425	180,792
Liabilities and Stockholders’ Equity (Deficit)
Accounts payable	2,582	2,267
Early exercise liability, current portion	135	135
Deferred revenue	407	799
Accrued expenses and other current liabilities	7,591	12,864
Operating lease liabilities	2,056	1,988
Total current liabilities	12,866	18,053
Operating lease liabilities, net of current portion	35,866	35,103
Contingent earnout liability	168	227
Early exercise liability, net of current portion	112	146
Total liabilities	49,085	53,529
Commitments and contingencies (Note 11)
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 10,000,000 shares authorized at March 31, 2023 and December 31, 2022; zero shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	0	0
Common stock, $0.0001 par value; 500,000,000 shares authorized at March 31, 2023 and December 31, 2022; 44,075,194 and 44,062,534 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	4	4
Additional paid-in capital	304,341	300,544
Other comprehensive income	3	1
Accumulated deficit	(192,008)	(173,286)
Total stockholders’ equity	112,340	127,263
Total liabilities, preferred stock and stockholders’ equity	$ 161,425	$ 180,792
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Related Party
Liabilities and Stockholders’ Equity (Deficit)
Finance lease liabilities, current portion	$ 95	$ 0
Finance lease liabilities, net of current portion	$ 73	$ 0

Summary of Significant Accounting Policies (Details)	3 Months Ended
Summary of Significant Accounting Policies (Details)	Mar. 31, 2023 businessActivitiy reportableSegment
Accounting Policies [Abstract]
Number of business activities \| businessActivitiy	1
Number of reportable segments \| reportableSegment	1

Operating Leases - Total Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating lease cost	$ 1,309	$ 1,326
Short-term lease cost	31	2
Variable lease cost	244	172
Total lease cost	$ 1,584	$ 1,500

Stockholders’ Equity (Deficit) - Assumptions used in valuation of contingent earnout shares (Details)	Mar. 31, 2023 $ / shares Years	Jun. 08, 2022 $ / shares Years
Current stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input \| $ / shares	1.41	1.18
Expected share price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.850	0.950
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.043	0.041
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	2.4	2.2

Stockholders’ Equity (Deficit) - Contingent Earnout Equity (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Jun. 08, 2022 USD ($) tranche $ / shares shares	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
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 consideration, liability	9,700
Fair value of contingent earnout shares	$ 100
Change in fair value of contingent earnout liability		$ 59	$ 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
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
Contingent Consideration, Tranche Two
Business Acquisition, Contingent Consideration [Line Items]
Term (in years)	3 years

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 01, 2023
Entity Addresses [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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		44,168,034
Entity Central Index Key	0001854270
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
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 Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue
Contract revenue	$ 1,036	$ 854
Grant income	250	250
Total revenue	1,286	1,104
Operating expenses
Research and development	11,318	7,603
General and administrative	9,802	5,259
Total operating expenses	21,120	12,862
Loss from operations	(19,834)	(11,758)
Other income (expense)
Interest income, net	1,061	4
Change in fair value of contingent earnout liability	59	0
Other income (expense)	(8)	(54)
Total other income (expense), net	1,112	(50)
Net loss	(18,722)	(11,808)
Other comprehensive loss
Unrealized gain on investments	2	0
Comprehensive loss	$ (18,720)	$ (11,808)
Net loss per share, diluted (in dollars per share)	$ (0.42)	$ (3.72)
Net loss per share, basic (in dollars per share)	$ (0.42)	$ (3.72)
Weighted-average shares outstanding, diluted (in shares)	44,070,974	3,171,254
Weighted-average shares outstanding, basic (in shares)	44,070,974	3,171,254

Income Tax (Details) - USD ($)	3 Months Ended
Income Tax (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ 0	$ 0

- Definition

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

+ References + Details

Fair Value Measurements - Summary of the Estimated Fair Value of Cash Equivalents, Restricted Cash, And Short-Term Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-Sale [Line Items]
Cash, cash equivalents, and restricted cash	$ 35,151	$ 60,987	$ 41,397	$ 59,291
Unrealized Gain	5	5
Unrealized Loss	(2)	(4)
Cash and cash equivalents and debt securities, available-for-sale, adjusted cost	79,654	101,928
Cash and cash equivalents and debt securities, available-for-sale, fair value	79,657	101,929
Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents and debt securities, available-for-sale, fair value	31,600	57,621
Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents and debt securities, available-for-sale, fair value	3,551	3,366
Short-term investments
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents and debt securities, available-for-sale, fair value	44,506	40,942
Level 1
Debt Securities, Available-for-Sale [Line Items]
Cash	46
Cash, cash equivalents, and restricted cash	35,105	45,412
Level 1 \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Cash	46
Cash, cash equivalents, and restricted cash	31,554	42,046
Level 1 \| Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Cash	0
Cash, cash equivalents, and restricted cash	3,551	3,366
Level 1 \| Short-term investments
Debt Securities, Available-for-Sale [Line Items]
Cash	0
Cash, cash equivalents, and restricted cash	0	0
Level 1 \| Money market funds
Debt Securities, Available-for-Sale [Line Items]
Cash, cash equivalents, and restricted cash	35,105	45,412
Level 1 \| Money market funds \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Cash, cash equivalents, and restricted cash	31,554	42,046
Level 1 \| Money market funds \| Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Cash, cash equivalents, and restricted cash	3,551	3,366
Level 1 \| Money market funds \| Short-term investments
Debt Securities, Available-for-Sale [Line Items]
Cash, cash equivalents, and restricted cash	0	0
Level 2
Debt Securities, Available-for-Sale [Line Items]
Adjusted Cost	44,503	56,516
Unrealized Gain	5	5
Unrealized Loss	(2)	(4)
Estimated Fair Value	44,506	56,517
Level 2 \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	15,575
Level 2 \| Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	0
Level 2 \| Short-term investments
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	44,506	40,942
Level 2 \| U.S. Treasury securities
Debt Securities, Available-for-Sale [Line Items]
Adjusted Cost	11,380	14,866
Unrealized Gain	2	4
Unrealized Loss	0	(3)
Estimated Fair Value	11,382	14,867
Level 2 \| U.S. Treasury securities \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	0
Level 2 \| U.S. Treasury securities \| Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	0
Level 2 \| U.S. Treasury securities \| Short-term investments
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	11,382	14,867
Level 2 \| U.S. agency securities
Debt Securities, Available-for-Sale [Line Items]
Adjusted Cost	13,744	5,938
Unrealized Gain	3	0
Unrealized Loss	(1)	0
Estimated Fair Value	13,746	5,938
Level 2 \| U.S. agency securities \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	3,983
Level 2 \| U.S. agency securities \| Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	0
Level 2 \| U.S. agency securities \| Short-term investments
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	13,746	1,955
Level 2 \| Commercial Paper
Debt Securities, Available-for-Sale [Line Items]
Adjusted Cost	17,381	28,122
Unrealized Gain	0	0
Unrealized Loss	0	0
Estimated Fair Value	17,381	28,122
Level 2 \| Commercial Paper \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	5,994
Level 2 \| Commercial Paper \| Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	0
Level 2 \| Commercial Paper \| Short-term investments
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	17,381	22,128
Level 2 \| Corporate debt securities
Debt Securities, Available-for-Sale [Line Items]
Adjusted Cost	1,998	7,590
Unrealized Gain	0	1
Unrealized Loss	(1)	(1)
Estimated Fair Value	1,997	7,590
Level 2 \| Corporate debt securities \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	5,598
Level 2 \| Corporate debt securities \| Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	0	0
Level 2 \| Corporate debt securities \| Short-term investments
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value	$ 1,997	$ 1,992

Stock-Based Compensation - Weighted Average Assumptions (Details) - Options	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years
Expected volatility (in percent)	82.00%	0.00%
Risk-free interest rate (in percent)	3.50%	0.00%
Dividend yield (in percent)	0.00%	0.00%

Stockholders’ Equity (Deficit) - Common and Preferred Stock (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Equity [Abstract]
Number of votes per common stock \| vote	1
Preferred stock, shares outstanding (in shares)	0	0
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	10,000,000
Preferred stock, shares issued (in shares)	0	0

Income Tax	3 Months Ended
Income Tax	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Tax	Income TaxNo provision for income taxes was recorded for the three months ended March 31, 2023 and 2022, 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 cumulative losses generated to date.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stockholders’ Equity (Deficit) (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule Of Shares Reserved For Future Issuance

At March 31, 2023 and December 31, 2022, the Company was authorized to issue 500,000,000 shares of common stock, all at a par value of $0.0001 per share, and had reserved the following shares for future issuance:


	March 31,	December 31,
	2023	2022

Common Stock Purchase Agreement	8,327,049	8,327,049
Common stock options issued and outstanding	11,792,908	9,875,675
RSUs issued and outstanding	388,322	447,948
Common stock shares available for future issuance under equity plans	3,299,266	2,948,472
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the "ESPP")	923,307	481,627
Contingent earnout common stock	2,000,000	2,000,000
Unvested early exercised common stock	92,840	105,500
Total	26,823,692	24,186,271

Schedule of Business Acquisitions by Acquisition, Contingent Consideration

Assumptions used in the valuation are described below:


	March 31,		December 31,
	2023		2022
Current stock price	$	1.18	$	1.41
Expected share price volatility	95.0%		85.0%
Risk-free interest rate	4.1%		4.3%
Estimated dividend yield	0.0%		0.0%
Expected term (years)	2.2		2.4

Operating Leases (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31,
	2023		2022
Operating lease cost	$	1,309	$	1,326
Short-term lease cost	31		2
Variable lease cost	244		172
Total lease cost	$	1,584	$	1,500


	Three Months Ended March 31,
	2023		2022
Other information:
Operating cash flows net inflows and (outflows) from operating lease	$	37	$	1,874
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)	$	(51)	$	239
Weighted-average remaining lease term	8.0 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 March 31, 2023, were as follows (in thousands):


2023, for the remainder of the year	$	5,307
2024	7,254
2025	7,478
2026	7,712
2027	5,769
Thereafter	24,384
Total undiscounted lease payments	57,904
Less imputed interest	(17,637)
Tenant improvement allowance remaining	(2,345)
Total lease liabilities	$	37,922

Stockholders’ Equity (Deficit) - Common Stock Purchase Agreement (Details) - Common Stock - Common Stock Purchase Agreement - USD ($) $ in Millions		3 Months Ended	12 Months Ended
	Aug. 31, 2022	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Maximum proceeds purchase agreement	$ 50.0
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	$ 3.0
Number of shares issued (in shares)	100,000	0	300,000
Document preparation fees	$ 0.4
Sale of stock, issuance costs	$ 0.7
Aggregate purchase price			$ 0.7
Discount rate
Class of Stock [Line Items]
Discount rate (in percent)	3.00%

Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	14,274,070	21,662,580
Series A and B redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	19,517,988
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	11,792,908	1,814,742
Unvested early exercised options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	92,840	329,850
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	388,322	0
Contingent earnout common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,000,000	0

Commitment and Contingencies	3 Months Ended
Commitment and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which the Company is 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 5, 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 March 31, 2023 the Company paid $37.5 million in construction costs of the $42.2 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 12, 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 March 31, 2023, purchase commitments related to sponsored research agreements amounted to approximately $0.8 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 March 31, 2023, 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 6, 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. IndemnificationIn 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.

Net Loss Per Share

3 Months Ended

Mar. 31, 2023

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 March 31,
	2023		2022
Net loss	$	(18,722)	$	(11,808)

Weighted-average shares used in computing net loss per share, basic and diluted	44,070,974		3,171,254
Net loss per share attributable to common stockholders, basic and diluted	$	(0.42)	$	(3.72)

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 Months Ended March 31,
	2023	2022
Series A and B redeemable convertible preferred stock	—	19,517,988
Stock options to purchase common stock	11,792,908	1,814,742
Unvested early exercised options	92,840	329,850
Restricted stock units outstanding	388,322	—
Contingent earnout common stock	2,000,000	—
Total	14,274,070	21,662,580

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2023
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. Liquidity and Going Concern These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a 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 raised aggregate gross proceeds of $298.8 million from the Merger and PIPE Financing, the issuance of shares of our redeemable convertible preferred stock, the issuance of convertible notes and, to a less extent, through collaboration agreements and government grants. At March 31, 2023 and December 31, 2022, the Company had an accumulated deficit of $192.0 million and $173.3 million, respectively. The Company’s net losses were $18.7 million and $11.8 million for the three months ended March 31, 2023 and 2022, 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 March 31, 2023 and December 31, 2022, the Company had cash, cash equivalents and short-term investments of $76.1 million and $98.6 million, respectively. As of May 9, 2023, the issuance date of the condensed consolidated financial statements as of for the three months ended March 31, 2023, there is uncertainty about whether the Company’s combined cash, cash equivalents, and short-term investments will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements, beyond twelve months from the issuance date of these financial statements and therefore the Company concluded that substantial doubt existed about the Company’s ability to continue as a going concern. The Company’s continued existence is dependent upon management’s ability to raise capital and 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.

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	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ (227)
Change in fair value	59
Ending balance	$ (168)

Other Financial Statement information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation	$ 467	$ 240

Operating Leases - Narrative (Details) $ in Millions	3 Months Ended		20 Months Ended
Operating Leases - Narrative (Details) $ in Millions	Mar. 31, 2023 USD ($) tradingDay	Mar. 31, 2022 USD ($)	Mar. 31, 2023 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
Lease renewal term	5 years		5 years
Number of renewal options \| tradingDay	2
Tenant improvement allowance received	$ 1.0	$ 2.5
Tenant improvement allowance	$ 17.5		$ 17.5
Tenant improvement allowance utilized			$ 15.1

Other Financial Statement information

3 Months Ended

Mar. 31, 2023

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):


	March 31,		December 31,
	2023		2022
Prepaid expenses (including prepaid rent)	$	2,202	$	1,871
Deposits	1,300		1,418

Other	112		101
Total prepaid expenses and other current assets	$	3,614	$	3,390

Property and Equipment, Net

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


	March 31,		December 31,
	2023		2022
Lab equipment	$	8,474	$	8,265
Leasehold improvements	1,869		1,869
Computer equipment and software	390		389
Furniture and fixtures	326		326
Construction in progress	51,347		48,273
Property and equipment at cost	62,406		59,122
Less: accumulated depreciation	(3,419)		(2,986)
Property and equipment, net	$	58,987	$	56,136

Depreciation totaled $0.5 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively.

Accrued Expenses and Other Liabilities

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


	March 31,		December 31,
	2023		2022
Accrued professional and service fees related to facility construction	$	3,990	$	7,342
Accrued employee-related expenses	1,799		3,743
Accrued professional and service fees other	1,749		1,750
Other accrued expenses	53		29
Total accrued expenses and other current liabilities	$	7,591	$	12,864

Stock-Based Compensation - Performance Awards Activity (Details) - Performance Shares - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Options
Outstanding, beginning of period (in shares)	5,368,501
Forfeited (in shares)	(69,100)
Outstanding, end of period (in shares)	5,299,401	5,368,501
Vested and exercisable, end of period (in shares)	334,586
Weighted-Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 9.92
Forfeited (in dollars per share)	9.92
Outstanding, end of period (in dollars per share)	9.92	$ 9.92
Vested and exercisable, end of period (in dollars per share)	$ 9.92
Outstanding, end of period, weighted average remaining contractual life (in years)	8 years 6 months	9 years
Vested and exercisable, end of period, weighted average remaining contractual life (in years)	7 years 1 month 6 days

Net Loss Per Share - Basic and Diluted Net Earnings (loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net loss	$ (18,722)	$ (11,808)
Weighted-average shares used in computing net loss per share, basic (in shares)	44,070,974	3,171,254
Weighted-average shares used in computing net loss per share, diluted (in shares)	44,070,974	3,171,254
Earnings Per Share
Net loss per share attributable to common stockholders, diluted (in shares)	$ (0.42)	$ (3.72)
Net loss per share attributable to common stockholders, basic (in shares)	$ (0.42)	$ (3.72)

- 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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+ Details

Revenue - Entity-wide information (Details) - Revenue Benchmark - Customer Concentration Risk	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Customer A
Concentration Risk [Line Items]
Percentage of concentration	81.00%	77.00%
Customer B
Concentration Risk [Line Items]
Percentage of concentration	19.00%	23.00%

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Other Comprehensive Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021	19,517,988
Beginning balance at Dec. 31, 2021	$ 171,833
Ending balance (in shares) at Mar. 31, 2022	19,517,988
Ending balance at Mar. 31, 2022	$ 171,833
Beginning balance (in shares) at Dec. 31, 2021		2,972,409
Beginning balance at Dec. 31, 2021	(111,457)	$ 0	$ 3,619	$ 0	$ (115,076)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options of common stock (in shares)		172,606
Exercise of common stock options	422		422
Vesting of early exercise of common stock options (in shares)		143,524
Vesting of early exercise of common stock options	375		375
Stock-based compensation expense	661		661
Net loss	(11,808)				(11,808)
Ending balance (in shares) at Mar. 31, 2022		3,288,539
Ending balance at Mar. 31, 2022	$ (121,807)	$ 0	5,077	0	(126,884)
Beginning balance (in shares) at Dec. 31, 2022	0
Beginning balance at Dec. 31, 2022	$ 0
Ending balance (in shares) at Mar. 31, 2023	0
Ending balance at Mar. 31, 2023	$ 0
Beginning balance (in shares) at Dec. 31, 2022	44,062,534	44,062,534
Beginning balance at Dec. 31, 2022	$ 127,263	$ 4	300,544	1	(173,286)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of early exercise of common stock options (in shares)		12,660
Vesting of early exercise of common stock options	34		34
Stock-based compensation expense	3,763		3,763
Unrealized gain on investments	2			2
Net loss	$ (18,722)				(18,722)
Ending balance (in shares) at Mar. 31, 2023	44,075,194	44,075,194
Ending balance at Mar. 31, 2023	$ 112,340	$ 4	$ 304,341	$ 3	$ (192,008)

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Cash, Cash Equivalents and Investments

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


	March 31, 2023
	Adjusted Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value		Cash and cash equivalents		Restricted cash		Short-term investments
Cash	$	46	$	—	$	—	$	46	$	46	$	—	$	—
Level 1:
Money market funds	35,105		—		—		35,105		31,554		3,551		—
Subtotal	35,105		—		—		35,105		31,554		3,551		—
Level 2:
U.S. Treasury securities	11,380		2		—		11,382		—		—		11,382
U.S. agency securities	13,744		3		(1)		13,746		—		—		13,746
Commercial Paper	17,381		—		—		17,381		—		—		17,381
Corporate debt securities	1,998		—		(1)		1,997		—		—		1,997
Subtotal	44,503		5		(2)		44,506		—		—		44,506
Total	$	79,654	$	5	$	(2)	$	79,657	$	31,600	$	3,551	$	44,506


	December 31, 2022
	Adjusted Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value		Cash and cash equivalents		Restricted cash		Short-term investments

Level 1:
Money market funds	$	45,412	$	—	$	—	$	45,412	$	42,046	$	3,366	$	—
Subtotal	45,412		—		—		45,412		42,046		3,366		—
Level 2:
U.S. Treasury securities	14,866		4		(3)		14,867		—		—		14,867
U.S. agency securities	5,938		—		—		5,938		3,983		—		1,955
Commercial Paper	28,122		—		—		28,122		5,994		—		22,128
Corporate debt securities	7,590		1		(1)		7,590		5,598		—		1,992
Subtotal	56,516		5		(4)		56,517		15,575		—		40,942
Total	$	101,928	$	5	$	(4)	$	101,929	$	57,621	$	3,366	$	40,942

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, 2022	$	(227)

Change in fair value included in other income (expense)	59
Fair value as of March 31, 2023	$	(168)

Revenue	3 Months Ended
Revenue	Mar. 31, 2023
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 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 expected to complete the research program over a two-year period. In December 2022, the Company amended the research collaboration and license agreement to allow for an increase in budget and a two-month extension of the research program. As there were no changes to performance obligations and the services to be provided are not distinct from those already transferred, the transactions was accounted for as a contract modification and a cumulative catch-up of $(0.7) million was recognized in December 2022. As of March 31, 2023 and December 31, 2022, there was a total of $0.4 million and $0.8 million, respectively, remaining of the upfront payment to be recognized over the remaining period of the research program. 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 Spark collaboration agreement, 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 March 31, 2023 and 2022, the Company recorded revenue, which was previously included in deferred revenue at the beginning of each period, of $0.4 million and $0.4 million, respectively. Contract asset balances related to unbilled revenue for our collaboration agreements were zero as of March 31, 2023 and 2022, 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 March 31, 2023, Customers A and B accounted for 81% and 19%, respectively, of revenue. During the three months ended March 31, 2022, Customers A and B accounted for 77% and 23%, respectively, of revenue. All revenues were generated in the United States for the three months ended March 31, 2023 and 2022.

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Option, Activity

The following table summarizes the Company’s stock option activity and related information under all equity plans, 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, 2022	4,191,426	$	3.18	9.1	$	6
Granted	2,189,700	$	1.81

Forfeited	(203,367)	$	3.15
Outstanding at March 31, 2023	6,177,759	$	2.69	8.9	$	5
Vested and exercisable at March 31, 2023	972,055	$	3.97	7.5	$	5

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, 2022	5,368,501	$	9.92	9.0	$	—


Forfeited	(69,100)	$	9.92
Outstanding at March 31, 2023	5,299,401	$	9.92	8.5	$	—
Vested and exercisable at March 31, 2023	334,586	$	9.92	7.1	$	—

The following table summarizes the Company’s restricted stock units activity and related information under all equity plans:


	Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2022	447,948	$	2.50


Forfeited	(59,626)	$	2.50
Outstanding at March 31, 2023	388,322	$	2.50

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:


	Three Months Ended March 31,
	2023	2022
Expected term (in years)	6.0	—
Expected volatility	82%	—
Risk-free interest rate	3.5%	—
Dividend yield	—	—

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

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


	Three Months Ended March 31,
	2023		2022
General and administrative	$	3,239	$	458
Research and development	524		203
Total stock-based compensation expense	$	3,763	$	661

Stock-Based Compensation - Narrative (Details)				3 Months Ended		12 Months Ended
Stock-Based Compensation - Narrative (Details)	Aug. 05, 2022 shares	Jun. 08, 2022 shares	Dec. 19, 2021 tranche shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average grant date fair value of options granted (in dollars per share) \| $ / shares				$ 1.30	$ 0
Aggregate intrinsic value of options exercised \| $				$ 0	$ 1,200,000
Cost not yet recognized, options \| $				$ 9,500,000
2016 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued in period (in shares)				0	0
Common stock subject to repurchase (in shares)				92,840		105,500
Common stock subject to repurchase \| $				$ 200,000		$ 300,000
2022 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of an ISO granted to a stockholder (in percent)				10.00%
Authorized for issuance under share-based payment arrangement (in shares)		2,492,735		2,168,837
Annual increase in authorized shares, percentage				5.00%
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%
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			1,130,429
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost not yet recognized, period for recognition (in years)				2 years 9 months 18 days
Options \| 2016 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)				4 years
Expiration period (in years)				10 years
Options \| 2022 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)				4 years
Expiration period (in years)				10 years
Options \| 2022 Inducement Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)				4 years
Expiration period (in years)	10 years
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized for issuance under share-based payment arrangement (in shares)		592,584		923,307
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%
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost not yet recognized, period for recognition (in years)				1 year 9 months 18 days
grants in period (in shares)		6,796,074	8,400,892	0	0
Terms of award (in years)			four
Cost not yet recognized, excluding options \| $				$ 10,400,000
Market Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost not yet recognized, period for recognition (in years)				1 year 1 month 6 days
grants in period (in shares)		315,748	605,451	0	0
Cost not yet recognized, excluding options \| $				$ 600,000
Number of tranches \| tranche			4
Award vesting rights (in percent)			25.00%
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost not yet recognized, period for recognition (in years)				1 year 6 months
Cost not yet recognized, excluding options \| $				$ 700,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	$ (18,722)	$ (11,808)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	467	240
Amortization of operating lease right-of-use assets	462	770
Accretion of discount on short-term investments	(572)	0
Change in fair value of contingent earnout liability	(59)	0
Stock-based compensation expense	3,763	661
Loss on write-off of fixed assets	0	12
Interest income accrued and not received	(30)	0
Changes in assets and liabilities:
Accounts receivable	(135)	53
Prepaid expenses and other assets	(402)	(381)
Accounts payable	280	(164)
Accrued expenses and other current liabilities	(1,846)	(1,413)
Deferred revenue	(392)	(453)
Operating lease liabilities	882	2,424
Net cash from operating activities	(16,304)	(10,059)
Cash flows from investing activities
Purchases of short-term investments	(17,990)	0
Maturities of short-term investments	15,000	0
Purchases of property and equipment	(6,507)	(7,380)
Net cash from investing activities	(9,497)	(7,380)
Cash flows from financing activities
Proceeds from issuance of common stock upon exercise of stock options	0	140
Principal finance lease payments	(35)	0
Payment of deferred transaction costs related to Merger	0	(595)
Net cash from financing activities	(35)	(455)
Net decrease in cash and cash equivalents	(25,836)	(17,894)
Cash, cash equivalents, and restricted cash, beginning of period	60,987	59,291
Cash, cash equivalents, and restricted cash, end of period	35,151	41,397
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	31,600	38,140
Restricted cash	3,551	3,257
Total cash, cash equivalents and restricted cash	35,151	41,397
Supplemental disclosures of noncash financing and investing items
Purchases of property and equipment in accounts payable and accrued expenses	4,758	8,920
Merger and related PIPE financing costs included in accounts payable and accrued expenses	0	2,462
Receivables in transit from issuance of common stock upon exercise of stock options	$ 0	$ 306

Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Options
Outstanding at December 31, 2022 (in shares)	4,191,426
Granted (in shares)	2,189,700
Forfeited (in shares)	(203,367)
Outstanding at March 31, 2023 (in shares)	6,177,759	4,191,426
Vested and exercisable at March 31, 2023 (in shares)	972,055
Weighted-Average Exercise Price
Outstanding at December 31, 2022 (in dollars per share)	$ 3.18
Granted (in dollars per share)	1.81
Forfeited (in dollars per share)	3.15
Outstanding at March 31, 2023 (in dollars per share)	2.69	$ 3.18
Vested and exercisable at March 31, 2023 (in shares)	$ 3.97
Stock Options Additional Disclosures
Outstanding at December 31, 2022, Weighted average remaining contractual life (Years)	8 years 10 months 24 days	9 years 1 month 6 days
Outstanding at March 31, 2023, Weighted average remaining contractual life (Years)	8 years 10 months 24 days	9 years 1 month 6 days
Vested and exercisable at March 31, 2023, Weighted average remaining contractual life (Years)	7 years 6 months
Outstanding at December 31, 2022, aggregate intrinsic value	$ 5	$ 6
Outstanding at March 31, 2023, aggregate intrinsic value	5	$ 6
Vested and exercisable at March 31, 2023, aggregate intrinsic value	$ 5

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2023
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 March 31, 2023 and its results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or any other period. The December 31, 2022 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, 2022 and the related notes included in the Company’s Form 10-K, filed with the SEC on March 22, 2023, 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 months ended March 31, 2023, 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, 2022, except as discussed below. 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.

Stock-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

2016 Stock Incentive Plan (as Amended and Restated)

The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provides for the grant of incentive stock options, non-qualified stock options and restricted stock awards to employees, directors, and consultants of the Company.

Stock options granted under the 2016 Plan generally vest over four years and expire no later than ten years after the grant date.

Following the Merger, the 2016 Plan was terminated. 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, 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.

2022 Stock Incentive Plan

On June 8, 2022, upon the Merger, the Company adopted a 2022 Stock Incentive Plan (the “2022 Plan”). The 2022 Plan provides for the grant of incentive stock options to employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants.

The exercise price of an option granted under the 2022 Plan shall not be less than the fair market value of a common stock share on the date of grant. With respect to a 10% stockholder, the exercise price of an option granted shall not be less than 110% of the fair value of the common stock share on the date of grant.

Stock options granted under the 2022 Plan generally vest over four years and expire no later than ten years after the grant date.

The Company initially reserved 2,492,735 shares of common stock for issuance under the 2022 Plan. On the first day 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 the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase. In addition, 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.

As of March 31, 2023, the total number of shares of common stock available for issuance under the 2022 Plan is 2,168,837.

2022 Inducement Equity Plan

On August 5, 2022, the Company adopted a 2022 Inducement Equity Plan (the “2022 Inducement Plan”). The 2022 Plan provides for the grant of non-statutory stock options, stock appreciation rights, 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.

The exercise price of an option granted under the 2022 Inducement Plan shall not be less than the fair market value of a common stock share on the date of grant.

Stock options granted under the 2022 Inducement Plan generally vest over four years and expire no later than ten years after the grant date.

The Company initially reserved 2,000,000 shares of common stock for issuance under the 2022 Inducement Plan.

As of March 31, 2023, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 1,130,429.

2022 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’s ESPP operates with rolling offering periods, which are generally 24 months.

The Company initially reserved 592,584 shares of common stock for issuance under the ESPP. On the first day of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 1% of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase.

As of March 31, 2023, the total number of shares of common stock available for issuance under the ESPP is 923,307.

Stock options

The following table summarizes the Company’s stock option activity and related information under all equity plans, 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, 2022	4,191,426	$	3.18	9.1	$	6
Granted	2,189,700	$	1.81

Forfeited	(203,367)	$	3.15
Outstanding at March 31, 2023	6,177,759	$	2.69	8.9	$	5
Vested and exercisable at March 31, 2023	972,055	$	3.97	7.5	$	5

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2023 and 2022 were $1.30 and none, respectively. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2023 and 2022 were none and $1.2 million, respectively.

As of March 31, 2023, the unrecognized stock-based compensation expense related to stock options was approximately $9.5 million, expected to be recognized over a weighted-average period of 2.8 years.

Early Exercise of Stock Options into Restricted Stock

For the three months ended March 31, 2023 and 2022, the Company issued zero shares of common stock upon exercise of unvested stock options. As of March 31, 2023 and December 31, 2022, 92,840 and 105,500 shares were held by employees subject to repurchase at an aggregate price of $0.2 million and $0.3 million, respectively.

Performance Awards

In connection with the Merger, on December 19, 2021, Legacy Senti approved 8,400,892 performance award options 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 6, 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, 2022	5,368,501	$	9.92	9.0	$	—


Forfeited	(69,100)	$	9.92
Outstanding at March 31, 2023	5,299,401	$	9.92	8.5	$	—
Vested and exercisable at March 31, 2023	334,586	$	9.92	7.1	$	—

The were no performance based options granted or exercised during the three months ended March 31, 2023 and 2022.

As of March 31, 2023, the unrecognized stock-based compensation expense related to performance based options was approximately $10.4 million, expected to be recognized over a weighted-average period of 1.8 years.

Market Awards

In connection with the Business Combination Agreement with DYNS, on December 19, 2021, Legacy Senti approved 605,451 market award options 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 were contingent on the Merger being consummated. The estimated fair value of the market awards at the grant date was based on a Monte Carlo simulation valuation model. 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 6, Stockholders’ Equity (Deficit), for further details of the shares of common stock authorized.

The were no market based options granted or exercised during the three months ended March 31, 2023 and 2022.

As of March 31, 2023, the unrecognized stock-based compensation expense related to market based options was approximately $0.6 million, expected to be recognized over a weighted-average period of 1.1 years.

Restricted Stock Units

The following table summarizes the Company’s restricted stock units activity and related information under all equity plans:


	Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2022	447,948	$	2.50


Forfeited	(59,626)	$	2.50
Outstanding at March 31, 2023	388,322	$	2.50

As of March 31, 2023, the unrecognized stock-based compensation expense related to restricted stock units was approximately $0.7 million, expected to be recognized over a weighted-average period of 1.5 years.

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). The expected term for the ESPP purchase rights is the length of the purchase period.

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:


	Three Months Ended March 31,
	2023	2022
Expected term (in years)	6.0	—
Expected volatility	82%	—
Risk-free interest rate	3.5%	—
Dividend yield	—	—

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


	Three Months Ended March 31,
	2023		2022
General and administrative	$	3,239	$	458
Research and development	524		203
Total stock-based compensation expense	$	3,763	$	661

Related Parties	3 Months Ended
Related Parties	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Parties	Related Parties NEA NEA held 4,429,725 and 4,429,725 shares, respectively, of common stock as of March 31, 2023 and December 31, 2022, respectively. NEA held one of the seven seats on the Company’s Board of Directors as of March 31, 2023 and December 31, 2022. 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. On May 21, 2021, the Company entered into a collaboration and option agreement (“BlueRock Agreement”) with 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 March 31, 2023 and December 31, 2022, Bayer held 5,878,488 and 5,878,488 shares, respectively, of the Company’s common stock. As of March 31, 2023 and December 31, 2022, Bayer held one of the seven seats on the Board of Directors of the Company. 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. Seer, Inc. In January 2023, the Company received lab automation equipment purchased from Seer, Inc. (“Seer”) (NASDAQ: SEER). Omid Farokhzad, a member of the Company’s board of directors is the Chief Executive Officer for Seer. The consideration of $200,000, plus interest, will be paid over a two-year period, and title will transfer to the Company upon final payment. The transaction was classified as a finance lease

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
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	500,000,000
Common stock, shares issued (in shares)	44,075,194	44,062,534
Common stock, shares outstanding (in shares)	44,075,194	44,062,534

Other Financial Statement information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 62,406	$ 59,122
Less: accumulated depreciation	(3,419)	(2,986)
Property and equipment, net	58,987	56,136
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment at cost	8,474	8,265
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment at cost	1,869	1,869
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment at cost	390	389
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment at cost	326	326
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 51,347	$ 48,273

Stockholders’ Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, par or stated value (in dollars per share)	$ 0.0001	$ 0.0001
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	26,823,692	24,186,271
Common Stock Purchase Agreement
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	8,327,049	8,327,049
Options
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	11,792,908	9,875,675
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	388,322	447,948
Equity Plans
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	3,299,266	2,948,472
Employee Stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	923,307	481,627
Contingent earnout common stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	2,000,000	2,000,000
Unvested early exercised common stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	92,840	105,500

Revenue - Contract Revenue (Details) - USD ($)	1 Months Ended		3 Months Ended
Revenue - Contract Revenue (Details) - USD ($)	Dec. 31, 2022	Apr. 30, 2021	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue recognized during period previously included in deferred revenue			$ 400,000	$ 400,000
Contract asset			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
Extension of term of contract (in months)	2 months
Contract assets, cumulative catch-up adjustments	$ (700,000)
Consideration received in collaborative development agreement	$ 800,000		$ 400,000
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

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31,
	2023		2022
Net loss	$	(18,722)	$	(11,808)

Weighted-average shares used in computing net loss per share, basic and diluted	44,070,974		3,171,254
Net loss per share attributable to common stockholders, basic and diluted	$	(0.42)	$	(3.72)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended March 31,
	2023	2022
Series A and B redeemable convertible preferred stock	—	19,517,988
Stock options to purchase common stock	11,792,908	1,814,742
Unvested early exercised options	92,840	329,850
Restricted stock units outstanding	388,322	—
Contingent earnout common stock	2,000,000	—
Total	14,274,070	21,662,580

Related Parties (Details) $ / shares in Units, $ in Thousands			1 Months Ended
	Jun. 08, 2022 $ / shares shares	May 21, 2021 USD ($)	Jan. 31, 2023 USD ($)	Mar. 31, 2023 tradingDay shares	Dec. 31, 2022 tradingDay shares	May 19, 2022 USD ($)
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)				44,075,194	44,062,534
Number of seats on the board of directors \| tradingDay				7	7
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
May 2022 Note
Related Party Transaction [Line Items]
Principal amount of unsecured convertible promissory note \| $						$ 5,200
NEA
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)				4,429,725	4,429,725
Number of seats on the board of directors \| tradingDay				1	1
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	5,878,488
Number of seats on the board of directors \| tradingDay				1	1
Seer, Inc.
Related Party Transaction [Line Items]
Expenses incurred from transaction \| $			$ 200
Expenses incurred from transaction, payment term (in years)			2 years

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn April 26, 2023, Mr. David R. Epstein, informed the board of directors (the “Board”) of the Company of his intention to resign as a director, effective as of the close of business on June 16, 2023. Mr. Epstein has resigned in order to minimize potential conflict or the appearance of conflict with his role as Chief Executive Officer of Seagen, Inc. (an oncology company) rather than because of any disagreement relating to any of Senti’s operations, policies or practices.

Operating Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Operating Leases

Leases

The 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, and is expected to be placed into service in June 2023. 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 March 31,
	2023		2022
Operating lease cost	$	1,309	$	1,326
Short-term lease cost	31		2
Variable lease cost	244		172
Total lease cost	$	1,584	$	1,500


	Three Months Ended March 31,
	2023		2022
Other information:
Operating cash flows net inflows and (outflows) from operating lease	$	37	$	1,874
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)	$	(51)	$	239
Weighted-average remaining lease term	8.0 years		7.9 years
Weighted-average discount rate	9.1%		9.1%

For the three months ended March 31, 2023 and 2022, the Company received $1.0 million and $2.5 million, respectively, of the $17.5 million tenant improvement allowance. Through March 31, 2023, the Company utilized $15.1 million of the tenant improvement allowance inception-to-date.

As of March 31, 2023 and 2022, 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 March 31, 2023, were as follows (in thousands):


2023, for the remainder of the year	$	5,307
2024	7,254
2025	7,478
2026	7,712
2027	5,769
Thereafter	24,384
Total undiscounted lease payments	57,904
Less imputed interest	(17,637)
Tenant improvement allowance remaining	(2,345)
Total lease liabilities	$	37,922

Commitment and Contingencies (Details) $ in Thousands			3 Months Ended
Commitment and Contingencies (Details) $ in Thousands	Jun. 08, 2022 tranche shares	May 21, 2021 USD ($)	Mar. 31, 2023 USD ($)	Jun. 03, 2021 USD ($)
Long-Term Purchase Commitment [Line Items]
Total undiscounted lease payments			$ 57,904	$ 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			800
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			37,500
Long-term purchase commitment amount			$ 42,200

Other Financial Statement information (Tables)

3 Months Ended

Mar. 31, 2023

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):


	March 31,		December 31,
	2023		2022
Prepaid expenses (including prepaid rent)	$	2,202	$	1,871
Deposits	1,300		1,418

Other	112		101
Total prepaid expenses and other current assets	$	3,614	$	3,390

Schedule of Property and Equipment, Net

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


	March 31,		December 31,
	2023		2022
Lab equipment	$	8,474	$	8,265
Leasehold improvements	1,869		1,869
Computer equipment and software	390		389
Furniture and fixtures	326		326
Construction in progress	51,347		48,273
Property and equipment at cost	62,406		59,122
Less: accumulated depreciation	(3,419)		(2,986)
Property and equipment, net	$	58,987	$	56,136

Schedule of Accrued Expenses and Other Liabilities

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


	March 31,		December 31,
	2023		2022
Accrued professional and service fees related to facility construction	$	3,990	$	7,342
Accrued employee-related expenses	1,799		3,743
Accrued professional and service fees other	1,749		1,750
Other accrued expenses	53		29
Total accrued expenses and other current liabilities	$	7,591	$	12,864

Other Financial Statement information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses (including prepaid rent)	$ 2,202	$ 1,871
Deposits	1,300	1,418
Other	112	101
Prepaid expenses and other current assets	$ 3,614	$ 3,390

Other Financial Statement information - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued professional and service fees related to facility construction	$ 3,990	$ 7,342
Accrued employee-related expenses	1,799	3,743
Accrued professional and service fees other	1,749	1,750
Other accrued expenses	53	29
Total accrued expenses and other current liabilities	$ 7,591	$ 12,864

Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of Restricted Stock Units
Outstanding, beginning of period (in shares) \| shares	447,948
Forfeited (in shares) \| shares	(59,626)
Outstanding, end of period (in shares) \| shares	388,322
Weighted-Average Grant Date Fair Value
Outstanding, beginning of period (in dollars per share) \| $ / shares	$ 2.50
Forfeited (in dollars per share) \| $ / shares	2.50
Outstanding, end of period (in dollars per share) \| $ / shares	$ 2.50

Operating Leases - Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating cash flows net inflows and (outflows) from operating lease	$ 37	$ 1,874
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)	$ (51)	$ 239
Weighted-average remaining lease term	8 years	7 years 10 months 24 days
Weighted-average discount rate	9.10%	9.10%

Stockholders’ Equity (Deficit)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Stockholders’ Equity (Deficit)

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 preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company; although, no preferred stock is outstanding as of March 31, 2023 and December 31, 2022. Through March 31, 2023, no cash dividends have been declared or paid.


	March 31,	December 31,
	2023	2022

Common Stock Purchase Agreement	8,327,049	8,327,049
Common stock options issued and outstanding	11,792,908	9,875,675
RSUs issued and outstanding	388,322	447,948
Common stock shares available for future issuance under equity plans	3,299,266	2,948,472
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the "ESPP")	923,307	481,627
Contingent earnout common stock	2,000,000	2,000,000
Unvested early exercised common stock	92,840	105,500
Total	26,823,692	24,186,271

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 March 31, 2023 and December 31, 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. Upon execution of the Purchase Agreement, 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 issued 300,000 Class A common stock shares up until December 31, 2022 aggregating to net proceeds of $0.7 million, under the Purchase Agreement. There were no shares issued within three months ended March 31, 2023.

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 expense and recorded as an expense, as there was no remaining service period.

The Contingent Earnout Liability was remeasured to fair value as of March 31, 2023, resulting in the recording of a non-cash gain of $0.1 million for the three months ended March 31, 2023, 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:


	March 31,		December 31,
	2023		2022
Current stock price	$	1.18	$	1.41
Expected share price volatility	95.0%		85.0%
Risk-free interest rate	4.1%		4.3%
Estimated dividend yield	0.0%		0.0%
Expected term (years)	2.2		2.4

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Operating Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 03, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2023, for the remainder of the year	$ 5,307
2024	7,254
2025	7,478
2026	7,712
2027	5,769
Thereafter	24,384
Total undiscounted lease payments	57,904	$ 46,000
Less imputed interest	(17,637)
Tenant improvement allowance remaining	(2,345)
Total lease liabilities	$ 37,922

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

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


	March 31, 2023
	Adjusted Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value		Cash and cash equivalents		Restricted cash		Short-term investments
Cash	$	46	$	—	$	—	$	46	$	46	$	—	$	—
Level 1:
Money market funds	35,105		—		—		35,105		31,554		3,551		—
Subtotal	35,105		—		—		35,105		31,554		3,551		—
Level 2:
U.S. Treasury securities	11,380		2		—		11,382		—		—		11,382
U.S. agency securities	13,744		3		(1)		13,746		—		—		13,746
Commercial Paper	17,381		—		—		17,381		—		—		17,381
Corporate debt securities	1,998		—		(1)		1,997		—		—		1,997
Subtotal	44,503		5		(2)		44,506		—		—		44,506
Total	$	79,654	$	5	$	(2)	$	79,657	$	31,600	$	3,551	$	44,506


	December 31, 2022
	Adjusted Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value		Cash and cash equivalents		Restricted cash		Short-term investments

Level 1:
Money market funds	$	45,412	$	—	$	—	$	45,412	$	42,046	$	3,366	$	—
Subtotal	45,412		—		—		45,412		42,046		3,366		—
Level 2:
U.S. Treasury securities	14,866		4		(3)		14,867		—		—		14,867
U.S. agency securities	5,938		—		—		5,938		3,983		—		1,955
Commercial Paper	28,122		—		—		28,122		5,994		—		22,128
Corporate debt securities	7,590		1		(1)		7,590		5,598		—		1,992
Subtotal	56,516		5		(4)		56,517		15,575		—		40,942
Total	$	101,928	$	5	$	(4)	$	101,929	$	57,621	$	3,366	$	40,942

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.

- 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

Organization and Description of Business (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash acquired through reverse recapitalization	$ 298,800
Retained earnings (accumulated deficit)	(192,008)		$ (173,286)
Net loss	18,722	$ 11,808
Cash, cash equivalents, and short-term investments	$ 76,100		$ 98,600

- Definition

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

+ References

+ Details

Revenue - Grant Income (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Revenue - Grant Income (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Grant income	$ 250	$ 250
Grant income
Disaggregation of Revenue [Line Items]
Grant income			$ 2,000
Period of recognition of grant (in years)			2 years

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
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.

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 3,763	$ 661
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	3,239	458
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 524	$ 203