SEC Filing | Senti Biosciences, Inc.

View:

snti-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended June 30, 2023
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period from _______ to _______

Commission File Number 001-40440

_________________________

Senti Biosciences, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware						86-2437900
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

2 Corporate Drive, First Floor

South San Francisco, CA 94080

(Address of principal executive offices and zip code)

(650) 239-2030

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

_________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common stock, par value $0.0001 per share

SNTI

The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2023 there were 44,545,186 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

SENTI BIOSCIENCES, INC.

TABLE OF CONTENTS


		Page

PART I - FINANCIAL STATEMENTS

Item 1.	FINANCIAL STATEMENTS (UNAUDITED)

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss	2

	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)	3

	Condensed Consolidated Statements of Cash Flows	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35

Item 4.	CONTROLS AND PROCEDURES	35

PART II - OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	37

Item 1A.	RISK FACTORS	37

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	108

Item 3.	DEFAULTS UPON SENIOR SECURITIES	108

Item 4.	MINE SAFETY DISCLOSURES	108

Item 5.	OTHER INFORMATION	108

Item 6.	EXHIBITS	108

SIGNATURES		110

PART 1 - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (UNAUDITED)

SENTI BIOSCIENCES, INC.

Condensed Consolidated Balance Sheets

(unaudited)
(in thousands, except share and per share data)


	June 30,		December 31,
	2023		2022
Assets

Cash and cash equivalents	$	36,752	$	57,621
Accounts receivable	567		626
Short-term investments	22,883		40,942
Prepaid expenses and other current assets	3,290		3,390
Total current assets	63,492		102,579
Restricted cash	3,336		3,366
Property and equipment, net	58,940		56,136
Operating lease right-of-use assets	17,469		18,418
Other long-term assets	393		293
Total assets	$	143,630	$	180,792
Liabilities and Stockholders’ Equity (Deficit)

Accounts payable	$	2,585	$	2,267
Finance lease liabilities - related party, current portion	95		—
Early exercise liability, current portion	135		135

Deferred revenue	164		799
Accrued expenses and other current liabilities	4,991		12,864
Operating lease liabilities	2,456		1,988
Total current liabilities	10,426		18,053
Finance lease liabilities - related party, net of current portion	49		—
Operating lease liabilities, net of current portion	35,640		35,103
Contingent earnout liability	20		227
Early exercise liability, net of current portion	79		146

Total liabilities	46,214		53,529
Commitments and contingencies (Note 11)

Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 10,000,000 shares authorized at June 30, 2023 and December 31, 2022; zero shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	—		—
Common stock, $0.0001 par value; 500,000,000 shares authorized at June 30, 2023 and December 31, 2022; 44,465,006 and 44,062,534 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	4		4
Additional paid-in capital	308,117		300,544
Accumulated other comprehensive income	—		1
Accumulated deficit	(210,705)		(173,286)
Total stockholders’ equity	97,416		127,263
Total liabilities, preferred stock and stockholders’ equity	$	143,630	$	180,792

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENTI BIOSCIENCES, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)
(in thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue
Contract revenue	$	687	$	1,108	$	1,723	$	1,962
Grant income	250		250		500		500
Total revenue	937		1,358		2,223		2,462

Operating expenses
Research and development	10,952		9,247		22,270		16,849
General and administrative	9,620		13,882		19,422		19,141
Total operating expenses	20,572		23,129		41,692		35,990
Loss from operations	(19,635)		(21,771)		(39,469)		(33,528)

Other income (expense)
Interest income, net	794		27		1,855		31
Change in fair value of contingent earnout liability	148		8,878		207		8,878
Gain on extinguishment of convertible notes	—		1,289		—		1,289


Other income (expense)	(4)		25		(12)		(30)
Total other income (expense), net	938		10,219		2,050		10,168
Net loss	(18,697)		(11,552)		(37,419)		(23,360)

Other comprehensive loss
Unrealized loss on investments	(3)		—		(1)		—
Comprehensive loss	$	(18,700)	$	(11,552)	$	(37,420)	$	(23,360)

Net loss per share, basic and diluted	$	(0.42)	$	(0.86)	$	(0.85)	$	(2.80)
Weighted-average shares outstanding, basic and diluted	44,278,427		13,446,622		44,175,274		8,336,451

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENTI BIOSCIENCES, INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(unaudited)

(in thousands, except share data)


	Redeemable Convertible Preferred Stock			Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares		Amount
Balance as of December 31, 2021	19,517,988	$	171,833	2,972,409		$	—	$	3,619	$	—	$	(115,076)	$	(111,457)
Exercise of common stock options	—	—		172,606		—		422		—		—		422
Vesting of early exercise of common stock options	—	—		143,524		—		375		—		—		375
Stock-based compensation expense	—	—		—		—		661		—		—		661
Net loss	—	—		—		—		—		—		(11,808)		(11,808)
Balance as of March 31, 2022	19,517,988	171,833		3,288,539		—		5,077		—		(126,884)		(121,807)
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction cost	(19,517,988)	(171,833)		19,517,988		2		171,833		—		—		171,835
Issuance of common stock upon Reverse Recapitalization, net of transaction costs	—	—		19,975,963		2		112,180		—		—		112,182
Contingent earnout liability recognized upon closing of the Reverse Recapitalization	—	—		—		—		(9,688)		—		—		(9,688)
Cancellation and exchange of convertible note in connection with PIPE financing	—	—		517,500		—		5,184		—		—		5,184
Gain recognized on fair value of embedded derivative on SPAC merger date	—	—		—		—		(1,289)		—		—		(1,289)
Exercise of common stock options	—	—		27,233		—		74		—		—		74
Vesting of early exercise of common stock options	—	—		41,047		—		102		—		—		102
Stock-based compensation expense	—	—		—		—		9,225		—		—		9,225
Net loss	—	—		—		—		—		—		(11,552)		(11,552)
Balance as of June 30, 2022	—	$	—	$	43,368,270	$	4	$	292,698	$	—	$	(138,436)	$	154,266

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENTI BIOSCIENCES, INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(unaudited)

(in thousands, except share data)


	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	—	$	—	44,062,534	$	4	$	300,544	$	1	$	(173,286)	$	127,263

Vesting of early exercise of common stock options	—	—		12,660	—		34		—		—		34

Stock-based compensation expense	—	—			—		3,763		—		—		3,763
Unrealized gain (loss) on investments	—	—		—	—		—		2		—		2
Net loss	—	—		—	—		—		—		(18,722)		(18,722)
Balance as of March 31, 2023	—	—		44,075,194	4		304,341		3		(192,008)		112,340

Vesting of early exercise of common stock options	—	—		12,660	—		34		—		—		34
Issuance of common stock under Employee Stock Purchase Plan (ESPP)	—	—		377,152	—		308		—		—		308
Stock-based compensation expense	—	—		—	—		3,434		—		—		3,434
Unrealized gain (loss) on investments	—	—		—	—		—		(3)		—		(3)
Net loss	—	—		—	—		—		—		(18,697)		(18,697)
Balance as of June 30, 2023	—	$	—	44,465,006	$	4	$	308,117	$	—	$	(210,705)	$	97,416

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENTI BIOSCIENCES, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)


	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities
Net loss	$	(37,419)	$	(23,360)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,221		512
Amortization of operating lease right-of-use assets	919		1,433
Accretion of discount on short-term investments	(952)		—
Gain on extinguishment of convertible notes	—		(1,289)
Change in fair value of contingent earnout liability	(207)		(8,878)

Stock-based compensation expense	7,197		9,886



Other non-cash charges	(5)		21
Changes in assets and liabilities:
Accounts receivable	64		(90)
Prepaid expenses and other assets	—		(1,372)
Accounts payable	885		234
Accrued expenses and other current liabilities	(2,082)		203
Deferred revenue	(635)		(999)
Operating lease liabilities	1,035		7,945
Net cash from operating activities	(29,979)		(15,754)
Cash flows from investing activities
Purchases of short-term investments	(17,990)		—
Maturities of short-term investments	37,000		—

Purchases of property and equipment	(10,176)		(18,640)

Net cash from investing activities	8,834		(18,640)
Cash flows from financing activities
Proceeds from Merger and related PIPE financing, net of transaction costs	—		112,464
Proceeds from issuance of common stock upon exercise of stock options	—		521

Proceeds from issuance of common stock under Employee Stock Purchase Plan (ESPP)	308		—
Proceeds from issuance of convertible notes	—		5,175
Principal finance lease payments	(62)		—

Net cash from financing activities	246		118,160
Net decrease in cash and cash equivalents	(20,899)		83,766
Cash, cash equivalents, and restricted cash, beginning of period	60,987		59,291
Cash, cash equivalents, and restricted cash, end of period	$	40,088	$	143,057

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	36,752	$	139,800
Restricted cash	3,336		3,257
Total cash, cash equivalents and restricted cash	$	40,088	$	143,057



Supplemental disclosures of noncash financing and investing items
Purchases of property and equipment in accounts payable and accrued expenses	$	1,796	$	9,371
Merger and related PIPE financing costs included in accounts payable and accrued expenses	$	—	$	263

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. 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 $299.5 million from the Merger and PIPE Financing, the issuance of shares of our common stock, 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 June 30, 2023 and December 31, 2022, the Company had an accumulated deficit of $210.7 million and $173.3 million, respectively. The Company’s net losses were $37.4 million and $23.4 million for the six months ended June 30, 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 June 30, 2023 and December 31, 2022, the Company had cash, cash equivalents and short-term investments of $59.6 million and $98.6 million, respectively. As of August 11, 2023, the issuance date of the condensed consolidated financial statements as of and for the three and six months ended June 30, 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.

On August 10, 2023, the Company announced a transaction with GeneFab, LLC (“GeneFab”), a new independent contract manufacturing and synthetic biology biofoundry focused on next-generation cell and gene therapies. The transaction provided the Company with additional capital and reduced longer-term operating expenses. Refer to Note 13, Subsequent Events, for further details of the GeneFab transaction.

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, which included the framework agreement with GeneFab, and there can be no assurance that the Company’s

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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.

2. 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, 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 June 30, 2023 and its results of operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. The results of operations for the three and six months ended June 30, 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 and six months ended June 30, 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.

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.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

3. Fair Value Measurements

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


	June 30, 2023
	Adjusted Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value		Cash and cash equivalents		Restricted cash		Short-term investments
Cash	$	4,559	$	—	$	—	$	4,559	$	4,559	$	—	$	—
Level 1:
Money market funds	35,529		—		—		35,529		32,193		3,336		—
Subtotal	35,529		—		—		35,529		32,193		3,336		—
Level 2:
U.S. Treasury securities	6,482		—		—		6,482		—		—		6,482
U.S. agency securities	13,907		1		(1)		13,907		—		—		13,907
Commercial Paper	2,494		—		—		2,494		—		—		2,494
Corporate debt securities	—		—		—		—		—		—		—
Subtotal	22,883		1		(1)		22,883		—		—		22,883
Total	$	62,971	$	1	$	(1)	$	62,971	$	36,752	$	3,336	$	22,883


	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.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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)	207
Fair value as of June 30, 2023	$	(20)

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

In determining the fair value of the Contingent Earnout Liability, the Company used a Monte Carlo simulation value model using a distribution of potential outcomes. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and expected dividend yield. Refer to Note 6, Stockholders’ Equity (Deficit), for further details of the Contingent Earnout Liability.

4. Other Financial Statement information

Prepaid Expenses and Other Current Assets

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


	June 30,		December 31,
	2023		2022
Prepaid expenses (including prepaid rent)	$	1,874	$	1,871
Deposits	1,277		1,418

Other	139		101
Total prepaid expenses and other current assets	$	3,290	$	3,390

Property and Equipment, Net

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


	June 30,		December 31,
	2023		2022
Leasehold improvements	$	46,748	$	1,869
Lab equipment	13,336		8,265
Furniture and fixtures	583		326
Computer equipment and software	383		389
Construction in progress	2,029		48,273
Property and equipment at cost	63,079		59,122
Less: accumulated depreciation	(4,139)		(2,986)
Property and equipment, net	$	58,940	$	56,136

Buildout of the current good manufacturing practice (cGMP) facility in Alameda was completed in June 2023 and the assets were placed in service. On August 10, 2023, the Company announced a transaction with GeneFab, a new independent contract manufacturing and synthetic biology biofoundry. As part of the transaction the Company subleased it’s cGMP facility in Alameda, CA to GeneFab. Refer to Note 13, Subsequent Events, for further details of the GeneFab transaction.

Depreciation totaled $0.8 million and $0.3 million for the three months ended June 30, 2023 and 2022, respectively, and $1.2 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Accrued Expenses and Other Liabilities

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


	June 30,		December 31,
	2023		2022
Accrued employee-related expenses	$	2,099	$	3,743
Accrued professional and service fees related to facility construction	1,615		7,342
Accrued professional and service fees other	1,245		1,750
Other accrued expenses	32		29
Total accrued expenses and other current liabilities	$	4,991	$	12,864

5. Operating 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”). 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. On August 10, 2023, the Company announced a transaction with GeneFab, a new independent contract manufacturing and synthetic biology biofoundry. As part of the transaction the Company subleased the cGMP facility in Alameda to GeneFab. Refer to Note 13, Subsequent Events, for further details of the GeneFab transaction.

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating lease cost	$	1,320	$	1,325	$	2,629	$	2,650
Short-term lease cost	25		27		56		30
Variable lease cost	378		182		622		353
Total lease cost	$	1,723	$	1,534	$	3,307	$	3,033

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)


	Six Months Ended June 30,
	2023		2022
Other information:
Operating cash flows net inflows and (outflows) from operating lease	$	(675)	$	6,740
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)	$	(30)	$	199
Weighted-average remaining lease term	7.9 years		8.2 years
Weighted-average discount rate	9.1%		9.1%

For the three months ended June 30, 2023 and 2022, the Company received $1.0 million and $5.6 million, respectively, of $17.5 million tenant improvement allowance. For the six months ended June 30, 2023 and 2022, the Company received $2.0 million and $8.1 million, respectively, of the $17.5 million tenant improvement allowance. Through June 30, 2023, the Company received $16.2 million of the tenant improvement allowance inception-to-date.

As of June 30, 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 June 30, 2023, were as follows (in thousands):


2023, for the remainder of the year	$	3,560
2024	7,254
2025	7,478
2026	7,712
2027	5,769
Thereafter	24,384
Total undiscounted lease payments	56,157
Less imputed interest	(16,750)
Tenant improvement allowance remaining	(1,311)
Total lease liabilities	$	38,096

6. 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 June 30, 2023 and December 31, 2022. Through June 30, 2023, no cash dividends have been declared or paid.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

At June 30, 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:


	June 30,	December 31,
	2023	2022

Common Stock Purchase Agreement	8,327,049	8,327,049
Common stock options issued and outstanding	12,056,731	9,875,675
Restricted Stock Units (RSUs) issued and outstanding	335,884	447,948
Common stock shares available for future issuance under equity plans	3,087,881	2,948,472
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the "ESPP")	546,155	481,627
Contingent earnout common stock	2,000,000	2,000,000
Unvested early exercised common stock	80,180	105,500
Total	26,433,880	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 June 30, 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 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 six months ended June 30, 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

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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 June 30, 2023, resulting in the recording of a non-cash gain of $0.1 million for the three months ended June 30, 2023, and a non-cash gain of $0.2 million for the six months ended June 30, 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:


	June 30,		December 31,
	2023		2022
Current stock price	$	0.63	$	1.41
Expected share price volatility	93.0%		85.0%
Risk-free interest rate	4.9%		4.3%
Estimated dividend yield	0.0%		0.0%
Expected term (years)	1.9		2.4

7. 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.

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

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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.

In December 2022, the Company amended the research collaboration and license agreement with Spark 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.

In May 2023, the Company amended the research collaboration and license agreement with Spark to allow for an increase in budget and additional 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 with no cumulative catch-up necessary.

As of June 30, 2023 and December 31, 2022, there was a total of $0.2 million and $0.8 million, respectively, remaining of the upfront payment to be recognized over the remaining period of the research program.

For the three months ended June 30, 2023 and 2022, the Company recorded revenue, which was previously included in deferred revenue at the beginning of each period, of $0.2 million and $0.5 million, respectively. For the six months ended June 30, 2023 and 2022, the Company recorded revenue, which was previously included in the deferred revenue at the beginning of each period, of $0.6 million, and $1.0 million respectively. Contract asset balances related to unbilled revenue for our collaboration agreements were zero as of June 30, 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.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Entity-wide information

During the three months ended June 30, 2023, Customers A and B accounted for 73% and 27%, respectively, of revenue. During the three months ended June 30, 2022, Customers A and B accounted for 82% and 18%, respectively, of revenue. During the six months ended June 30, 2023, Customers A and B accounted for 78% and 22%, respectively, of revenue. During the six months ended June 30, 2022, Customers A and B accounted for 80% and 20%, respectively, of revenue.

All revenues were generated in the United States for the three and six months ended June 30, 2023 and 2022.

8. 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 June 30, 2023, the total number of shares of common stock available for issuance under the 2022 Plan is 1,942,991.

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,

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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 June 30, 2023, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 1,144,890.

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 June 30, 2023, the total number of shares of common stock available for issuance under the ESPP is 546,155.

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	2,794,596	$	1.64

Forfeited	(411,588)	$	3.55
Outstanding at June 30, 2023	6,574,434	$	2.50	9.0	$	2
Vested and exercisable at June 30, 2023	1,247,904	$	3.63	7.9	$	2

The weighted-average grant date fair values of stock options granted during the six months ended June 30, 2023 and 2022 were $1.18 and none, respectively. The aggregate intrinsic values of stock options exercised during the six months ended June 30, 2023 and 2022 were none and $0.5 million, respectively.

As of June 30, 2023, the unrecognized stock-based compensation expense related to stock options was approximately $8.6 million, expected to be recognized over a weighted-average period of 2.6 years.

Early Exercise of Stock Options into Restricted Stock

For the six months ended June 30, 2023 and 2022, the Company issued zero shares of common stock upon exercise of unvested stock options. As of June 30, 2023 and December 31, 2022, 80,180 and 105,500 shares were held by employees subject to repurchase at an aggregate price of $0.2 million and $0.3 million, respectively.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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	(201,952)	$	9.92
Outstanding at June 30, 2023	5,166,549	$	9.92	8.4	$	—
Vested and exercisable at June 30, 2023	1,436,378	$	9.92	8.1	$	—

There were no performance based options granted or exercised during the six months ended June 30, 2023, and there were 6,796,074 performance based options granted and no performance based options exercised during the six months ended June 30, 2022.

As of June 30, 2023, the unrecognized stock-based compensation expense related to performance based options was approximately $7.8 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. Through June 30, 2023, these market awards did not meet the vesting thresholds. 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 six months ended June 30, 2023, and there were 315,748 market based options granted and no market based options exercised during the six months ended June 30, 2022.

As of June 30, 2023, the unrecognized stock-based compensation expense related to market based options was approximately $0.5 million, expected to be recognized over a weighted-average period of 0.9 years.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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	(112,064)	$	2.50
Outstanding at June 30, 2023	335,884	$	2.50

As of June 30, 2023, the unrecognized stock-based compensation expense related to restricted stock units was approximately $0.5 million, expected to be recognized over a weighted-average period of 1.2 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:


	Six Months Ended June 30,
	2023	2022
Expected term (in years)	5.9	5.8
Expected volatility	83%	78%
Risk-free interest rate	3.5%	3.0%
Dividend yield	—	—

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
General and administrative	$	3,081	$	7,863	$	6,320	$	8,322
Research and development	353		1,362		877		1,564
Total stock-based compensation expense	$	3,434	$	9,225	$	7,197	$	9,886

9. Income Tax

No provision for income taxes was recorded for the three and six months ended June 30, 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.

10. 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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss	$	(18,697)	$	(11,552)	$	(37,419)	$	(23,360)

Weighted-average shares used in computing net loss per share, basic and diluted	44,278,427		13,446,622		44,175,274		8,336,451
Net loss per share attributable to common stockholders, basic and diluted	$	(0.42)	$	(0.86)	$	(0.85)	$	(2.80)

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 June 30,		Six Months Ended June 30,
	2023	2022	2023	2022

Stock options to purchase common stock	12,056,731	8,779,368	12,056,731	8,779,368
Unvested early exercised options	80,180	288,807	80,180	288,807
Restricted stock units outstanding	335,884	—	335,884	—
Contingent earnout common stock	2,000,000	2,000,000	2,000,000	2,000,000

Total	14,472,795	11,068,175	14,472,795	11,068,175

The potential common stock securities above do not reflect 19,633,444 of potentially dilutive securities as a result of the option issued to GeneFab, as announced on August 10, 2023. Refer to Note 13, Subsequent Events, for further details of the GeneFab transaction.

11. 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. The lease will expire in 2032 with future

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

undiscounted operating lease payments of $46.0 million over an initial lease period of eleven years. Refer to Note 5, Operating Leases, for further details of the leases.

In 2021, the Company began construction of the cGMP facility. Buildout of the cGMP facility was completed in June 2023. As of June 30, 2023 the Company paid $40.0 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 details into the BlueRock agreement. 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 June 30, 2023, purchase commitments related to sponsored research agreements amounted to approximately $0.7 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 June 30, 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.

Indemnification

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its condensed consolidated financial statements. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance.

12. Related Parties

NEA

NEA held 4,429,725 shares of the Company’s common stock as of June 30, 2023 and December 31, 2022. NEA held one of the six seats on the Company’s Board of Directors as of June 30, 2023 and December 31, 2022.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Bayer Healthcare LLC

On May 19, 2022, Legacy Senti issued to Bayer a $5.2 million unsecured convertible promissory note (“the “May 2022 Note”). On June 8, 2022, the May 2022 Note was automatically cancelled and exchanged for 517,500 shares of 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.

Bayer held 5,878,488 shares, of the Company’s common stock as of June 30, 2023 and December 31, 2022. Bayer held one of the six seats on the Company’s Board of Directors as of June 30, 2023 and December 31, 2022. Bayer’s parent company is Bayer AG, which served as the lead investor in our Series B financing prior to the Merger through its Leaps by Bayer unit. Accordingly, Bayer is considered a related party.

Seer, Inc.

In January 2023, the Company acquired 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 $0.2 million, 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 in accordance with ASC 842.

GeneFab, LLC.

In August 2023, the Company entered into a framework agreement with GeneFab and Valere Bio, Inc., a Delaware corporation and the parent company of GeneFab (“Valere”), which is wholly owned by Celadon Partners, LLC, pursuant to which the Company, subject to the terms and conditions therein, (i) shall sell, assign and transfer its rights, title and interest in certain of the assets and contractual rights, including all of Company’s equipment and leasehold improvements at the Company’s facilities in Alameda (the “Alameda Facility”) and certain of the Company’s intellectual property related to the schematics for and design of the Alameda Facility, and (ii) sublease to GeneFab its premises under the lease for the Alameda Facility. In addition, the Company has agreed to grant a license to GeneFab under certain of its intellectual property rights to conduct manufacturing services and to research, develop, manufacture and commercialize products outside of oncology, pursuant to a license agreement under negotiation. As part of this transaction, the Company entered into a transition services agreement with GeneFab whereby certain services are to be provided by each party to the other party during a transition period beginning on the closing of the transaction.

On August 7, 2023, Philip Lee, Ph.D., the Company’s former Chief Technology Officer, notified the Company of his resignation as an employee and as Chief Technology Officer of the Company, effective on August 7, 2023, to join GeneFab as its Chief Executive Officer. Dr. Lee’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

13. Subsequent Events

GeneFab, LLC.

On August 10, 2023, the Company announced the transaction with GeneFab, a new independent contract manufacturing and synthetic biology biofoundry focused on next-generation cell and gene therapies. The Company sold, assigned and transferred its rights, title and interest in certain of the assets and contractual rights, including all of the Company’s equipment and leasehold improvements at the Company’s facilities in Alameda and certain of the Company’s intellectual property related to the schematics for and design of the Alameda facility, and subleased to GeneFab its premises under the lease for the Alameda facility. The transaction provided the Company with additional capital and reduced longer term operating expenses.

a.Under the terms of the agreement, the Company will receive $37.8 million in cash before the end of 2025. Approximately $18.9 million was due at closing, which amount was netted against prepayment owed by the Company for manufacturing and support services to GeneFab. The remaining $18.9 million will be paid to the Company in installments in 2024 and 2025.

b.The Company has agreed to prepay GeneFab $18.9 million for manufacturing and research activities. In addition, the Company will receive $8.0 million of manufacturing credit from GeneFab for their services.

c.The Company subleased the cGMP facility in Alameda, CA to GeneFab, a portion of which will be subject to the satisfaction of certain conditions, which will support the clinical manufacturing of the Company’s chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202.

d.The Company agreed to grant a license to GeneFab under certain of its intellectual property rights to conduct manufacturing services and to research, develop, manufacture and commercialize products outside of oncology, pursuant to a license agreement under negotiation.

e.Philip Lee, Ph.D., former Co-Founder and Chief Technology Officer of the Company, assumed the role of Chief Executive Officer of GeneFab.

f.GeneFab intends to extend offers of employment to approximately forty-six of the Company's employees currently employed in its research and development and manufacturing functions. Employees that accept the offers of employment will continue to be actively engaged in the CMC and manufacturing components for the clinical manufacturing of the Company’s Gene Circuit products.

g.GeneFab was provided an option to purchase up to $20.0 million of the Company’s common stock at an exercise price of $1.01867. The Option is exercisable for a period of 36 months following the execution of the license agreement.

h.The Company and GeneFab entered into a seller economic share agreement (the “SESA”), pursuant to which the Company will be entitled to receive ten percent of the realized gains of GeneFab’s parent company arising and resulting from any cash or in-kind distributions from GeneFab in connection with the dividend or sale event, subject to the terms and conditions of the SESA.

As of June 30, 2023, the GeneFab transaction did not meet the assets held for sale classification as management had not committed to a plan to sell the long-term assets. As a result of the signing of the transaction non-binding term sheet in June 2023 with GeneFab and the change in the manner in which the Company expects to recover the assets subject to the GeneFab transaction, the asset group used in the long-lived impairment assessment was changed to two asset groups as of June 30, 2023, the oncology and non-oncology asset group, with the non-oncology including all the assets expected to be transferred in the GeneFab transaction. This asset group reassessment triggered a need to perform an impairment analysis for the non-oncology asset group that considered the final terms of the transaction and no impairment was deemed necessary.

NASDAQ Bid Price Compliance Notice

On August 7, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, for the last 30 consecutive trading days, the closing bid price of the Company’s common stock had closed below the minimum bid price requirement of $1.00 per share for

Table of Contents

SENTI BIOSCIENCES, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

continued listing on The Nasdaq Global Market. The Company has been provided an initial compliance period of 180 calendar days, or until February 5, 2024, to regain compliance with the minimum bid price requirement.

Table of Contents

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Senti Biosciences, Inc. (“Senti”) entered into a business combination agreement (the “Agreement”) with Dynamics Special Purpose Corp. (“DYNS”) on December 19, 2021. The transactions contemplated by the terms of the Agreement were completed on June 8, 2022 (the “Closing”), in conjunction with which DYNS changed its name to Senti Biosciences, Inc. (hereafter referred to, collectively with its subsidiaries, as “Senti,” the “Company,” “we,” “us,” or “our,” unless the context otherwise requires). The transactions contemplated in the Agreement are collectively referred to as the “Merger.”

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) as well as Senti’s audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) and filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2023.Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10‑Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “explore,” “intend,” “estimate,” “seek,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Annual Report and Part II, Item 1A of this Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Senti is a preclinical biotechnology company developing next-generation cell and gene therapies engineered with its gene circuit platform technologies to fight challenging diseases. Senti’s mission is to create a new generation of smarter therapies that can outmaneuver complex diseases in ways previously not implemented by conventional medicines. To accomplish this mission, Senti has built a synthetic biology platform that it believes may enable it to program next-generation cell and gene therapies with what it refers to as “gene circuits.” These gene circuits, which Senti created from novel and proprietary combinations of genetic parts, are designed to reprogram cells with biological logic to sense inputs, compute decisions and respond to their respective cellular environments. Senti’s gene circuit platform technologies can be applied in a modality-agnostic manner, with applicability to natural killer (NK) cells, T cells, tumor-infiltrating lymphocytes (“TILs”), stem cells including Hematopoietic Stem Cells (“HSCs”), in vivo gene therapy and messenger ribonucleic acid (mRNA). All of Senti’s current product candidates are in preclinical development. Senti’s lead product candidates utilize allogeneic chimeric antigen receptor (“CAR”) NK cells outfitted with its gene circuit technologies in several oncology indications with currently high unmet needs. Senti expects to file investigational new drug applications (“INDs”) for multiple product candidates starting in 2023.

We have incurred net losses of $18.7 million and $11.6 million for the three months ended June 30, 2023 and 2022, respectively and $37.4 million and $23.4 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, we had cash, cash equivalents and short-term investments

Table of Contents

of $59.6 million and $98.6 million, respectively, and an accumulated deficit of $210.7 million and $173.3 million, respectively. Net cash flows used in operating activities were $30.0 million and $15.8 million during the six months ended June 30, 2023 and 2022, respectively. Substantially all of our net losses resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations. We expect to continue to incur significant losses for the foreseeable future.

We anticipate that our expenses and operating losses will increase substantially over the foreseeable future. The expected increase in expenses will be driven in large part by our ongoing activities, if and as we:

•continue to advance our gene circuit platform technologies;

•continue preclinical development of our current and future product candidates and initiate additional preclinical studies;

•commence clinical studies of our current and future product candidates;

•acquire and license technologies aligned with our gene circuit platform technologies;

•seek regulatory approval of our current and future product candidates;

•expand our operational, financial, and management systems and increase personnel, including personnel to support our preclinical and clinical development, and commercialization efforts;

•continue to develop, grow, maintain, enforce and defend our intellectual property portfolio; and

•incur additional legal, accounting, or other expenses in operating our business, including the additional costs associated with operating as a public company.

Recent Developments

On August 10, 2023, we announced a transaction with GeneFab, LLC (“GeneFab”), a new independent contract manufacturing and synthetic biology biofoundry focused on next-generation cell and gene therapies. The transaction provided us with additional capital and reduced longer term operating expenses. In connection with the transaction, we will receive approximately $37.8 million in cash before the end of 2025. Approximately $18.9 million was due at closing, which amount was netted against prepayment owed by us for manufacturing and support services to GeneFab. The remaining $18.9 million will be paid to us in installments in 2024 and 2025. In addition, we will receive $8.0 million in manufacturing credit, subject to certain conditions, and will sublease our recently constructed 92,000 square foot current good manufacturing practice (cGMP) facility in Alameda, CA to GeneFab (a portion of which will be subject to the satisfaction of certain conditions).

Components of Results of Operations

Total Revenue

We currently have no therapeutic products approved for sale, and we have never generated any revenue from the sale of any therapeutic products. Total revenue consists of contract revenue related to research services provided to customers and grant income which is research funding received from grants.

Our ability to generate product revenues will depend on our partners’ ability to replicate our results and the successful development and eventual commercialization of our product candidates, which we do not expect for the foreseeable future, if ever. We may also look to generate revenue from collaboration and license agreements in the future.

Operating Expenses

Our operating expenses consist of research and development expenses and general and administrative expenses.

Table of Contents

Research and Development Expenses

Research and development costs consist primarily of costs incurred for the discovery and preclinical development of our product candidates, which include:

•employee-related expenses, including salaries, related benefits, and stock-based compensation expenses for employees engaged in research and development functions;

•expenses incurred in connection with research, laboratory consumables and preclinical studies;

•the cost of consultants engaged in research and development related services and the cost to manufacture drug products for use in our preclinical studies and trials;

•facilities, depreciation and other expenses, which include allocated expenses for rent and maintenance of facilities, insurance and supplies;

•costs related to regulatory compliance; and

•the cost of annual license fees.

We have not historically tracked research and development expenses by program, with the exception of third-party research projects. We have various ongoing early-stage research and product candidate discovery projects and going forward, we expect to have various products undergoing clinical trials. Our internal resources, employees and infrastructure are not directly tied to any one research or product candidate discovery project and are typically deployed across multiple projects. As such, we do not maintain information regarding these costs incurred for these early-stage research and product candidate discovery programs on a project-specific basis.

Our direct external development program expenses reflect external costs attributable to our preclinical development candidates selected for further development as well as investigational new drug applications (“INDs”) and clinical development. Such expenses include third-party contract costs relating to manufacturing, clinical trial activities, translational medicine and toxicology activities. We do not allocate internal research and development costs which include personnel, facility costs, laboratory consumables and discovery and research related activities associated with our pipeline because these costs are deployed across multiple programs and our platform, and, as such, are not separately classified.

Research and development expenses consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Personnel-related expenses, including share-based compensation	$	4,571	$	3,866	$	9,379	$	6,664
External services and supplies	3,407		3,424		7,011		6,332
Office and facilities	2,636		1,782		5,229		3,528
Other	338		175		651		325
Total	$	10,952	$	9,247	$	22,270	$	16,849

Research and development activities are central to our business model. There are numerous factors associated with the successful commercialization of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. In addition, future regulatory factors beyond our control may impact our preclinical development programs. Product candidates in clinical development generally have higher development costs than those in preclinical stages of development, primarily due to the increased size and duration of clinical trials. At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical development of any of our product candidates. However, we expect that our research and development

Table of Contents

expenses and manufacturing costs will increase substantially in connection with our planned preclinical and clinical development activities in the near term and in the future.

The successful development of our current and future product candidates is highly uncertain. This is due to numerous risks and uncertainties, including the following:

•negative or inconclusive results from our preclinical studies or clinical trials or the clinical trials of others for product candidates similar to ours, leading to a decision or requirement to conduct additional preclinical studies or clinical trials or abandon any or all of our programs;

•product-related side effects experienced by participants in our clinical trials or by individuals using therapeutics similar to our product candidates;

•delays in submitting IND applications or comparable foreign applications, or delays or failures to obtain the necessary approvals from regulators to commence a clinical trial, or a suspension or termination of a clinical trial once commenced;

•conditions imposed by the U.S. Food and Drug Administration (“FDA”) or other regulatory authorities regarding the scope or design of our clinical trials;

•delays in enrolling research subjects in clinical trials;

•high drop-out rates of research subjects;

•inadequate supply or quality of product candidate components or materials or other supplies necessary for the conduct of our clinical trials;

•Chemistry, manufacturing and control (“CMC”) challenges associated with manufacturing and scaling up biologic product candidates to ensure consistent quality, stability, purity and potency among different batches used in clinical trials;

•greater-than-anticipated clinical trial costs;

•poor potency or effectiveness of our product candidates during clinical trials;

•unfavorable FDA or other regulatory authority inspection and review of a clinical trial or manufacturing site;

•failure of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner, or at all;

•delays and changes in regulatory requirements, policies and guidelines; and

•the FDA or other regulatory authorities interpret our data differently than we do.

A change in the outcome of any of these variables may significantly impact the costs and timing associated with the development of our product candidates. We may never succeed in obtaining regulatory approval for any of our product candidates.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and employee-related costs, including stock-based compensation, for personnel in executive, finance and other administrative functions. Other significant costs include legal fees relating to corporate matters, professional fees for accounting and consulting services and an allocation of facility-related costs.

Table of Contents

General and administrative expenses consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Personnel-related expenses, including share-based compensation	$	6,652	$	11,533	$	13,828	$	15,374
External services and supplies	1,546		1,505		2,837		2,446
Office and facilities	407		359		856		643
Insurance	414		161		918		202
Other	601		324		983		476
Total	$	9,620	$	13,882	$	19,422	$	19,141

We expect our general and administrative expenses will increase for the foreseeable future to support our increased research and development, manufacturing activities, and preclinical and clinical activities and to reflect increased costs associated with operating as a public company. These increased costs will likely include increased expenses for audit, legal, regulatory, tax and related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums and investor relations costs.

Other Income (Expense)

Interest Income, net

Interest income, net consists of interest earned on our cash and cash equivalents, and short-term investments, if any, held during the year, net of interest expense.

Change in Fair Value of Contingent Earnout Liability

The change in fair value of the contingent earnout liability that was accounted for as a liability as of the date of the Merger, and is remeasured to fair value at each reporting period, resulting in a non-cash gain or loss.

Gain on Extinguishment of Convertible Notes

Our convertible note was extinguished as part of the Merger and the change in fair value was recorded in earnings.

Table of Contents

Results of Operations

Comparison of the Three Months Ended June 30, 2023 and 2022

The following table summarizes our results of operations for the three months ended June 30, 2023 and 2022 (in thousands):