0001854270-24-000052 | 10-Q | XBRL Viewer

Print Document

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, outstanding (in shares)	0	0
Preferred stock, issued (in shares)	0	0
Common stock, par or stated value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	45,712,821	45,700,161
Common stock, outstanding (in shares)	45,712,821	45,700,161

Stockholders’ Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders’ Equity

Common Stock

Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company; although, no preferred stock is outstanding as of March 31, 2024 and December 31, 2023. Through March 31, 2024, no cash dividends have been declared or paid.

At March 31, 2024 and December 31, 2023, the Company was authorized to issue 500,000,000 shares of common stock, all at a par value of $0.0001 per share, and had reserved the following shares for future issuance:


	March 31,	December 31,
	2024	2023

Common Stock Purchase Agreement	7,327,049	7,327,049
Common stock options issued and outstanding	11,848,295	11,582,938
Restricted Stock Units (RSUs) issued and outstanding	979,139	225,282
Common stock shares available for future issuance under equity plans	4,940,813	3,672,276
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the "ESPP")	793,870	336,320
Contingent earnout common stock	2,000,000	2,000,000
GeneFab Option	19,633,444	19,633,444
Unvested early exercised common stock	42,200	54,860
Total	47,564,810	44,832,169

Preferred Stock

In connection with the close of the Merger, the Company’s Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue $0.0001 par value preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designations. Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions. There were 10,000,000 shares designated as preferred stock and none were outstanding as of March 31, 2024 and December 31, 2023.

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.

Other than the issuance of the commitment shares of the Company’s common stock to Chardan, the Company issued 1,300,000 common stock shares up until March 31, 2024 aggregating to net proceeds of $1.2 million, under the Purchase Agreement. There were no shares issued within three months ended March 31, 2024.

Contingent Earnout Equity

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

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,258	$ 3,587
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,338	3,239
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ (80)	$ 348

Commitment and Contingencies	3 Months Ended
Commitment and Contingencies	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which the Company is liable in future periods. On June 3, 2021, the Company entered into a lease agreement for a new cGMP facility in Alameda, California to support planned initial clinical trials for our product candidates. The lease will expire in 2032 with future undiscounted operating lease payments of $46.0 million over an initial lease period of eleven years. Refer to Note 6. Operating Leases, for further details of the leases. 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 13. 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. Legal Proceedings The Company is subject to claims and assessments from time to time in the ordinary course of business but does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its condensed consolidated financial statements. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance.

Related Parties (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	May 21, 2021	Jan. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 07, 2023
Related Party Transaction [Line Items]
Common stock, issued (in shares)			45,712,821		45,700,161
Research and development			$ 8,779	$ 7,059
Related Party
Related Party Transaction [Line Items]
Accounts receivable			17,847		$ 17,592
Research and development			$ 3,632	$ 0
BlueRock \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Related Party Transaction [Line Items]
Expected costs and expenses incurred	$ 10,000
Term of agreement (in years)	3 years
Bayer
Related Party Transaction [Line Items]
Common stock, issued (in shares)			5,878,488		5,878,488
Seer, Inc. \| Lab Automation Equipment Purchase \| Related Party
Related Party Transaction [Line Items]
Related party transaction, amount of transaction		$ 200
Expenses incurred from transaction, payment term (in years)		2 years
GeneFab
Related Party Transaction [Line Items]
Prepayments for manufacturing and research activities						$ 18,900
GeneFab \| Related Party
Related Party Transaction [Line Items]
Prepayments for manufacturing and research activities			$ 11,300			$ 18,900
GeneFab \| Related Party \| Alameda
Related Party Transaction [Line Items]
Sublease income, including variable costs			1,500
GeneFab \| Costs Incurred On Behalf Of GeneFab \| Related Party
Related Party Transaction [Line Items]
Accounts receivable			$ 900

Revenue - Grant Income (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Revenue - Grant Income (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Grant income	$ 0	$ 250
Grant income
Disaggregation of Revenue [Line Items]
Grant income			$ 2,000
Period of recognition of grant (in years)			2 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Income Tax (Details) - USD ($)	3 Months Ended
Income Tax (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ 0	$ 0
Current income tax liability	$ 0

- Definition

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

+ References + Details

Operating Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Lease, Cost

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


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	1,316	$	1,309
Short-term lease cost	8		31
Variable lease cost	268		244
Total lease cost	$	1,592	$	1,584


	Three Months Ended March 31,
	2024		2023
Other information:
Operating cash flows net inflows and (outflows) from operating lease	$	(1,784)	$	37
ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives)	$	—	$	(51)
Weighted-average remaining lease term (years)	7.3		8.0
Weighted-average discount rate	9.2%		9.1%

Lessee, Operating Lease, Liability, Maturity

Maturities of the Company’s lease liabilities as of March 31, 2024, were as follows (in thousands):


2024, for the remainder of the year	$	5,470
2025	7,478
2026	7,712
2027	5,769
2028	4,855
2029	5,000
Thereafter	14,529
Total undiscounted lease payments	50,813
Less imputed interest	(14,190)
Tenant improvement allowance remaining	—
Total lease liabilities	$	36,623

Lessor, Operating Lease, Payment to be Received, Maturity

Maturities of the Company’s sublease payments from GeneFab as of March 31, 2024, were as follows (in thousands):


2024, for the remainder of the year	$	3,280
2025	4,476
2026	4,610
2027	4,748
2028	4,891
2029	5,037
Thereafter	13,258
Total undiscounted sublease payments	$	40,300

Net Loss Per Share - Basic and Diluted Net Earnings (loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net loss from continuing operations	$ (12,111)	$ (13,852)
Net loss from discontinued operations	0	(4,870)
Net loss	$ (12,111)	$ (18,722)
Weighted-average shares used in computing net loss per share, basic (in shares)	45,708,601	44,070,974
Weighted-average shares used in computing net loss per share, diluted (in shares)	45,708,601	44,070,974
Net loss per share from continuing operations, diluted (in dollars per share)	$ (0.26)	$ (0.31)
Net loss per share from continuing operations, basic (in dollars per share)	(0.26)	(0.31)
Net loss per share from discontinued operations, diluted (in dollars per share)	0	(0.11)
Net income (loss) per share from discontinued operations, basic (in dollars per share)	0	(0.11)
Earnings Per Share
Net loss per share attributable to common stockholders, diluted (in shares)	(0.26)	(0.42)
Net loss per share attributable to common stockholders, basic (in shares)	$ (0.26)	$ (0.42)

GeneFab Transaction - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 07, 2023 USD ($) employee $ / shares shares	Dec. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)
Fair Value, Inputs, Level 3
Related Party Transaction [Line Items]
Disposal Group, Including Discontinued Operation, Consideration	$ 37,300
Contingent Consideration Receivable \| Fair Value, Inputs, Level 3
Related Party Transaction [Line Items]
Fair value of asset	1,800
GeneFab
Related Party Transaction [Line Items]
Consideration received in collaborative development agreement	37,800
Upfront payment under research collaboration and license agreement	18,900
Variable consideration	18,900
Notes receivable at fair value	16,600
Prepayments for manufacturing and research activities	$ 18,900
Employment offer, number of employees \| employee	45
Option, maximum purchase amount (in shares) \| shares	19,633,444
Option, maximum worth	$ 20,000
Option, exercise price (in dollars per share) \| $ / shares	$ 1.01867
Option, installments, percentage of stock outstanding (in percent)	19.90%
Revenue, remaining performance obligation, variable consideration, percentage of realized gains	10.00%
GeneFab \| Discontinued Operations, Disposed of by Sale \| Non-Oncology Business
Related Party Transaction [Line Items]
Gain on disposal of business		$ 21,900
Assets sold		5,500
GeneFab \| Contingent Consideration Receivable \| Fair Value, Inputs, Level 3
Related Party Transaction [Line Items]
Fair value of asset		$ (1,816)	$ (1,871)
GeneFab \| Equity Option
Related Party Transaction [Line Items]
GeneFab Option - related party			$ (9,600)

Organization and Description of Business (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash acquired through reverse recapitalization	$ 300,100
Retained earnings (accumulated deficit)	(256,455)		$ (244,344)
Net loss	12,111	$ 18,722
Cash and cash equivalents	$ 23,723	$ 31,600	$ 35,926

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Fair Value Measurements - Significant Assumptions (Details) - GeneFab - Fair Value, Inputs, Level 3 $ in Thousands	Mar. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($)	Aug. 07, 2023 $ / shares
GeneFab equity value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration receivable, measurement input \| $	35,448	35,448
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration receivable, measurement input	0.676	0.658
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration receivable, measurement input	0.0443	0.0393
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration receivable, measurement input	4	4
Equity Option \| Current stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input \| $ / shares	0.38		0.66
Equity Option \| Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	1.285		0.981
Equity Option \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.0462		0.0412
Equity Option \| Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	2.5		2.5

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

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


	Three Months Ended March 31,
	2024		2023
Net loss from continuing operations	$	(12,111)	$	(13,852)
Net income (loss) from discontinued operations	$	—	$	(4,870)
Net loss	$	(12,111)	$	(18,722)

Weighted-average shares used in computing net loss per share, basic and diluted	45,708,601		44,070,974

Net loss per share from continuing operations, basic and diluted	$	(0.26)	$	(0.31)
Net income (loss) per share from discontinued operations, basic and diluted	0.00		(0.11)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.26)	$	(0.42)

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


	Three Months Ended March 31,
	2024	2023

Stock options to purchase common stock	11,848,295	11,792,908
Unvested early exercised options	42,200	92,840
Restricted stock units outstanding	979,139	388,322
Contingent earnout common stock	2,000,000	2,000,000
GeneFab Option	19,633,444	0
Total	34,503,078	14,274,070

Refer to Note 3. GeneFab Transaction, for further details of the GeneFab transaction.

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue
Contract revenue	$ 0	$ 1,036,000
Grant income	0	250,000
Total revenue	0	1,286,000
Operating expenses
Research and development (included related party cost of $3,632 and $—, respectively)	8,779,000	7,059,000
General and administrative	7,522,000	9,191,000
Total operating expenses	16,301,000	16,250,000
Loss from operations	(16,301,000)	(14,964,000)
Other income (expense)
Interest income, net	331,000	1,061,000
Change in fair value of contingent earnout liability	0	59,000
GeneFab sublease income - related party	1,461,000	0
Other income (expense)	0	(8,000)
Total other income, net	4,190,000	1,112,000
Net loss from continuing operations	(12,111,000)	(13,852,000)
Net loss from discontinued operations	0	(4,870,000)
Net loss	(12,111,000)	(18,722,000)
Other comprehensive gain (loss)
Unrealized gain on investments	0	2,000
Comprehensive loss	$ (12,111,000)	$ (18,720,000)
Net loss per share, basic and diluted
Net loss per share from continuing operations, basic (in dollars per share)	$ (0.26)	$ (0.31)
Net loss per share from continuing operations, diluted (in dollars per share)	(0.26)	(0.31)
Net income (loss) per share from discontinued operations, basic (in dollars per share)	0	(0.11)
Net loss per share from discontinued operations, diluted (in dollars per share)	0	(0.11)
Net loss per share, basic (in dollars per share)	(0.26)	(0.42)
Net loss per share, diluted (in dollars per share)	$ (0.26)	$ (0.42)
Weighted-average shares outstanding, basic (in shares)	45,708,601	44,070,974
Weighted-average shares outstanding, diluted (in shares)	45,708,601	44,070,974
GeneFab Note Receivable
Other income (expense)
Change in fair value	$ 29,000	$ 0
GeneFab Economic Share
Other income (expense)
Change in fair value	55,000	0
GeneFab Option
Other income (expense)
Change in fair value	$ 2,314,000	$ 0

Other Financial Statement information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Prepaid expenses (including prepaid rent)	$ 2,628	$ 2,546
Deposits	92	42
Other	0	195
Nonrelated Party
Related Party Transaction [Line Items]
Prepaid expenses and other current assets	$ 2,720	$ 2,783

Stockholders’ Equity - Contingent Earnout Equity (Details)	Jun. 08, 2022 tranche $ / shares shares
Business Acquisition, Contingent Consideration [Line Items]
Maximum contingent earnout (in shares) \| shares	2,000,000
Number of tranches of contingent earnout shares \| tranche	2
Number of contingent earnout shares per tranche (in shares) \| shares	1,000,000
Number of trading days	20 days
Number of consecutive trading days	30 days
Threshold of years for change of control (in years)	3 years
Contingent Consideration, Tranche Two
Business Acquisition, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 20.00
Contingent Consideration, Tranche One
Business Acquisition, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 15.00
Term (in years)	2 years
Contingent Consideration, Tranche Two
Business Acquisition, Contingent Consideration [Line Items]
Term (in years)	3 years

Revenue	3 Months Ended
Revenue	Mar. 31, 2024
Revenue From and Not From Contracts [Abstract]
Revenue	Revenue The Company’s revenue consists of amounts received related to research services provided to customers. The Company earned no revenue in the three months ended March 31, 2024. 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 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 recognized the transaction price as research and development services were 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 transaction 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 transaction was accounted for as a contract modification with no cumulative catch-up necessary. In July 2023, the Company completed the research program under the research collaboration and license agreement with Spark and the remaining upfront payment was recognized. In November 2023, the Company entered into a Collaboration and Option Agreement with Celest Therapeutics (Shanghai) Co. Ltd. (“Celest”). Subject to the terms and conditions of the Agreement, the Company and Celest will enter into a collaboration under which Celest will lead a pilot trial of a candidate product for the SENTI-301A program in mainland China, with certain technical support from the Company. In addition, the Company agreed to grant an exclusive option to enter a license agreement with Celest to research, develop, manufacture and commercialize SENTI-301A in mainland China, Hong Kong, Macau, and Taiwan. Outside of these jurisdictions, the Company would retain its rights in the SENTI-301A program. Pursuant to the Agreement, with the exercise of the option and entering into a license agreement, the Company may become eligible to receive certain option exercise fee and milestone payments, in an aggregate amount of $156.0 million, as well as certain tiered royalty payments. For the three months ended March 31, 2024 and 2023, the Company recorded revenue, which was previously included in deferred revenue at the beginning of each period, of zero and $0.4 million, respectively. 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 SENTI202 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. In August 2023, the Company completed the research and development project which was the subject of the SBIR grant. Entity-wide information The Company earned no revenue in the three months ended March 31, 2024 and during the three months ended March 31, 2023, Customers A and B accounted for 81% and 19% of revenue, respectively. All revenues were generated in the United States.

Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments, Liabilities (Details) - Fair Value, Inputs, Level 3 - Derivative Financial Instruments, Liabilities - GeneFab - Equity Option $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ (6,331)
Change in fair value included in other income (expense)	2,314
Ending balance	$ (4,017)

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Research and development (included related party cost of $3,632 and $—, respectively)	$ 8,779	$ 7,059
Related Party
Research and development (included related party cost of $3,632 and $—, respectively)	$ 3,632	$ 0

Operating Leases - Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating cash flows net inflows and (outflows) from operating lease	$ (1,784)	$ 37
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)	$ 0	$ (51)
Weighted-average remaining lease term (years)	7 years 3 months 18 days	8 years
Weighted-average discount rate	9.20%	9.10%

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (12,111)	$ (18,722)

- Definition

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

+ References

+ Details

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

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


	Three Months Ended March 31,
	2024		2023
General and administrative	$	1,338	$	3,239
Research and development	(80)		348
Total stock-based compensation expense	$	1,258	$	3,587

Related Parties

3 Months Ended

Mar. 31, 2024

Related Parties

GeneFab Transaction

On August 7, 2023, the Company entered into a framework agreement with GeneFab and Valere Bio, Inc., a Delaware corporation and the parent company of GeneFab, which is wholly owned by Celadon Partners, LLC, pursuant to which the Company, subject to the terms and conditions therein, sold, assigned and transferred its rights, title and interest in certain of the assets and contractual rights, including all of the Company’s equipment at the Company’s facilities in Alameda and certain of the Company’s non-oncology license rights, 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 in the form of a note receivable and rights to future manufacturing and research activities performed by GeneFab at market rates and reduced longer term operating expenses.

Concurrently with the transaction, the Company and GeneFab entered into a development and manufacturing services agreement (the “services agreement”), pursuant to which GeneFab will provide certain services to the Company using the subleased Alameda facility and acquired equipment. 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.

Under the terms of the transaction, the Company is entitled to receive total consideration of $37.8 million before the end of 2025, of which $18.9 million was due at closing and was netted against prepayment due to GeneFab for future manufacturing and research activities. The remaining $18.9 million will be paid to the Company in installments in 2024 and 2025 (the “GeneFab Note Receivable”), subject to satisfaction of certain conditions. The Company elected to account for the GeneFab Note Receivable under the fair value option and recorded the GeneFab Note Receivable at its fair value of $16.6 million at the closing date of the transaction. The GeneFab Note Receivable will be remeasured each reporting period with changes from remeasurement included in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 4. Fair Value Measurements.

The Company is entitled to $18.9 million in future manufacturing and research activities to be rendered by GeneFab under the services agreement, which are recorded in GeneFab prepaid expenses on the condensed consolidated balance sheet. The Company determined that the $18.9 million for future manufacturing and research activities, inclusive of the volume discount provided, was executed at market terms and does not result in any impact to the total consideration received from GeneFab for the disposal of the business.

As part of the transaction, the Company subleased the facility in Alameda, California to GeneFab which will support the clinical manufacturing of the Company’s chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202. Refer to Note 6. Operating Leases for additional information on the sublease.

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 (the “Non-Oncology License”).

In connection with the transaction, Philip Lee, Ph.D., former Co-Founder and Chief Technology Officer of the Company, assumed the role of Chief Executive Officer of GeneFab. Additionally, GeneFab extended offers of employment to 45 of the Company's employees formerly employed in its research and development and manufacturing functions. All 45 employees accepted the offers of employment and are actively engaged in providing manufacturing and research activities to the Company.

GeneFab was granted an option to purchase up to 19,633,444 shares (i.e. up to $20.0 million worth) of the Company’s common stock at a per share purchase price of $1.01867 (the “GeneFab Option”). The GeneFab Option becomes exercisable upon the execution of the license agreement, no later than August 7, 2026. The GeneFab Option may be exercised in installments of common stock equal to no more than 19.9% of the Company’s outstanding shares of common stock as of the closing date of the transaction. The purchase of the remaining shares under the GeneFab Option requires approval by the Company’s stockholders. The Company determined that the GeneFab Option was a derivative as the terms of the instrument contain certain provisions that preclude equity

classification in accordance with ASC 815. As such, the GeneFab Option was recorded as a liability at its fair value of $9.6 million at the closing date of the transaction and subsequently remeasured with changes in fair value recorded in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 4. Fair Value Measurements.

As additional consideration for the transaction, the Company and GeneFab entered into a seller economic share agreement (the “GeneFab Economic Share”), 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 a dividend or sale event, subject to the terms and conditions of the GeneFab Economic Share. The Company elected to account for the GeneFab Economic Share under the fair value option and recorded the GeneFab Economic Share at its fair value of $1.8 million at the date of the transaction. The GeneFab Economic Share is remeasured each reporting period with changes from remeasurement included in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 4. Fair Value Measurements.

The Company determined that GeneFab is a variable interest entity (“VIE”) since its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. The Company performed a qualitative analysis to determine if it is the primary beneficiary of GeneFab and determined it does not have the power to direct the significant activities of GeneFab. As a result, the Company determined it is not the primary beneficiary and therefore does not consolidate GeneFab.

Refer to Note 13. Related Parties for GeneFab related party considerations.

Gain on the Disposal of Business

As the assets and contractual rights transferred to GeneFab were determined to constitute a business as defined in ASC 805, Business Combinations, the Company accounted for the disposal by applying the derecognition guidance in ASC 810, Consolidation, which requires that a gain or loss be recognized for the difference between the carrying value of the assets sold and the fair value of the consideration received (or receivable).

As of August 7, 2023, the total fair value of the consideration was determined to be $37.3 million, including the GeneFab prepaid expenses of $18.9 million, the estimated fair value of the GeneFab Note Receivable of $16.6 million and the estimated fair value of the GeneFab Economic Share of $1.8 million. Out of the total consideration, $9.6 million was allocated to the GeneFab Option, representing its estimated fair value as of the closing date.

In connection with the sale, the Company recognized a gain on disposal in the amount of $21.9 million in net income from discontinued operations during the year ended December 31, 2023, representing the excess of the fair value of the consideration (net of the portion allocated to the GeneFab Option) over the carrying value of the assets sold of $5.5 million. The gain on disposal was primarily related to the transfer of the non-oncology intellectual property to GeneFab which had no carrying value.

Discontinued Operations

In accordance with ASC 205, Presentation of Financial Statements (“ASC 205”), the Company determined that the sale of the non-oncology business, including the equipment and transfer of in-house manufacturing activities in the Alameda facility, to GeneFab represented a strategic shift that will have a major effect on the Company’s operations and financial results, thus meeting the criteria to be reported as discontinued operations. Discontinued operations include the cost and depreciation of equipment and related deposits or liabilities, manufacturing personnel-related costs including costs arising as a result of the disposal such as equity award modifications and severance, and the gain from the disposal of the business. Refer to Note 9, Stock-Based Compensation, for further details of the award modifications.

The following table summarizes the major classes of assets and liabilities of the discontinued operations (in thousands):


	March 31,		December 31,
	2024		2023








Accrued expenses and other current liabilities	—		243
Total current liabilities of discontinued operations	$	—	$	243

The following table summarizes the condensed operating results of the discontinued operations (in thousands):


	Three Months Ended March 31,
	2024		2023
Operating expenses:
Research and development	$	—	$	4,259
General and administrative	—		611
Total operating expenses	—		4,870
Loss from discontinued operations	—		(4,870)


Net income (loss) from discontinued operations	$	—	$	(4,870)

The following table summarizes the condensed cash flow information of the discontinued operations (in thousands):


	Three months ended March 31,
	2024		2023
Operating activities (noncash adjustments to net income):
Depreciation	$	—	$	34
Stock-based compensation	—		176

Investing activities:
Purchases of property and equipment	—		(3,247)
Supplemental disclosures of noncash investing items:
Purchases of property and equipment in accounts payable and accrued expenses	—		697

Related Parties

Bayer Healthcare LLC

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 March 31, 2024 and December 31, 2023. 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.

As a result of the transaction with GeneFab (refer to Note 3. GeneFab Transaction), whereby Philip Lee, Ph.D., the former Co-Founder and Chief Technology Officer of the Company, assumed the role of Chief Executive Officer of GeneFab, GeneFab is a related party. In connection with the disposal of the business, the Company received the GeneFab Note Receivable and the GeneFab Economic Share and provided GeneFab with the GeneFab Option. Refer to Note 4. Fair Value Measurements.

The Company also subleased its manufacturing facility in Alameda to GeneFab and recorded sublease income of $1.5 million including variable costs charged for the three months ended March 31, 2024.

In connection with the services agreement entered into with GeneFab, the Company is entitled to $18.9 million for future services under the agreement, of which $11.3 million remained in GeneFab prepaid expenses as of March 31, 2024. Additionally, amounts due from GeneFab related to costs incurred by Senti on its behalf were $0.9 million as of March 31, 2024 and were recorded in GeneFab receivable on the condensed consolidated balance sheet. The Company incurred $3.6 million of research and development expenses under the services agreement during the three months ended March 31, 2024.

Based on the intricacies of the GeneFab Transaction noted above and in Note 3. GeneFab Transaction, we have determined that GeneFab is a related party.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one business activity and operates in one reportable segment within continuing operations. The Company determined that the assets sold to GeneFab met the criteria for presentation as a discontinued operation. As a result, the Company has retrospectively restated its condensed consolidated statements of operations for the three months ended March 31, 2023 to reflect the assets and liabilities and operating results, respectively, related to the disposed business in discontinued operations. The Company has chosen not to segregate the cash flows of the disposed business in the condensed consolidated statements of cash flows. Supplemental disclosures related to discontinued operations for the statements of cash flows have been provided in Note 3. GeneFab Transaction. Unless otherwise specified, the disclosures in these condensed consolidated financial statements refer to continuing operations only. 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 GeneFab Option, the valuation of GeneFab Economic Share, the valuation of the GeneFab Note Receivable, the discount rate used to discount future cash flows for the impairment of long-lived assets, 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits. As of March 31, 2024 and 2023, the Company has not experienced any credit losses in such accounts or investments. As of March 31, 2024, the Company has prepaid future manufacturing and research services of $11.3 million under the development and manufacturing services agreement entered into with GeneFab, a related party. The Company also has a receivable from GeneFab under the framework agreement with a fair value of $17.3 million, subject to satisfaction of certain conditions. The prepaid expense and receivable balances from GeneFab potentially subject the Company to a significant concentration of credit risk if the Company is unable to realize these balances. Refer to Note 3. GeneFab Transaction, for further details of the GeneFab transaction. Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024 and its results of operations for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other period. The December 31, 2023 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, 2023 and the related notes included in the Company’s Form 10-K, filed with the SEC on March 21, 2024, which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2024, 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, 2023. Recent Accounting Standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

2016 Stock Incentive Plan (as Amended and Restated)

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

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

Following the Merger, the 2016 Plan was terminated. No additional stock awards will be granted under the 2016 Plan. All awards previously granted and outstanding as of the effective date of the Merger, were adjusted to reflect the impact of the Merger, but otherwise remain in effect pursuant to their original terms. The shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan.

2022 Stock Incentive Plan

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

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

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

The Company initially reserved 2,492,735 shares of common stock for issuance under the 2022 Plan. On the first day of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 5% of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase. In addition, the shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan.

As of March 31, 2024, the total number of shares of common stock available for issuance under the 2022 Plan is 3,480,763.

2022 Inducement Equity Plan

On August 5, 2022, the Company adopted a 2022 Inducement Equity Plan (the “2022 Inducement Plan”). The 2022 Plan provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to persons not previously an employee of the Company and its affiliates.

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

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

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

As of March 31, 2024, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 1,460,050.

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. On November 15, 2023, upon termination of the then-current offering period in accordance with the terms of the ESPP, the Company suspended the ESPP and no new offering periods may commence under the ESPP until such time as later authorized by the Company.

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 ESPP will automatically increase by 1% of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase.

As of March 31, 2024, the total number of shares of common stock available for issuance under the ESPP is 793,870.

Stock-Based Compensation Expense

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


	Three Months Ended March 31,
	2024		2023
General and administrative	$	1,338	$	3,239
Research and development	(80)		348
Total stock-based compensation expense	$	1,258	$	3,587

Total stock-based compensation expense from discontinued operations was zero and $0.2 million for the three months ended March 31, 2024 and 2023, respectively.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Revenue - Entity-wide information (Details) - USD ($)	3 Months Ended
Revenue - Entity-wide information (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Concentration Risk [Line Items]
Total revenue	$ 0	$ 1,286,000
Customer A \| Revenue Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Percentage of concentration		81.00%
Customer B \| Revenue Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Percentage of concentration		19.00%

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Other Financial Statement information

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Other Financial Statement information

Prepaid Expenses and Other Current Assets

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


	March 31,		December 31,
	2024		2023
Prepaid expenses (including prepaid rent)	2,628		2,546
Deposits	92		42

Other	—		195
Total prepaid expenses and other current assets	$	2,720	$	2,783

Property and Equipment, Net

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


	March 31,		December 31,
	2024		2023
Leasehold improvements	$	22,648	$	22,648
Lab equipment	8,148		8,186
Furniture and fixtures	326		326
Computer equipment and software	338		360

Property and equipment at cost	31,460		31,520
Less: accumulated depreciation	(7,106)		(6,182)
Property and equipment, net	$	24,354	$	25,338

Depreciation totaled $1.0 million and $0.5 million for the three months ended March 31, 2024 and 2023, respectively.

Accrued Expenses and Other Liabilities

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


	March 31,		December 31,
	2024		2023
Accrued employee-related expenses	$	888	$	3,555

Accrued professional and service fees other	1,843		2,363
Other accrued expenses	3		9
Total accrued expenses and other current liabilities	$	2,734	$	5,927

Other Financial Statement information - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued employee-related expenses	$ 888	$ 3,555
Accrued professional and service fees other	1,843	2,363
Other accrued expenses	3	9
Total accrued expenses and other current liabilities	$ 2,734	$ 5,927

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Jun. 08, 2022	Mar. 31, 2024	Mar. 31, 2023	Aug. 05, 2022
Discontinued Operations \| Non-Oncology Business
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense from discontinued operations		$ 0	$ 200
2022 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of an ISO granted to a stockholder (in percent)		10.00%
Authorized for issuance under share-based payment arrangement (in shares)	2,492,735	3,480,763
Annual increase in authorized shares, percentage		5.00%
2022 Stock Incentive Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated fair value of the shares on the date of grant (in percent)		110.00%
2022 Inducement Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized for issuance under share-based payment arrangement (in shares)		1,460,050		2,000,000
Options \| 2016 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)		4 years
Expiration period (in years)		10 years
Options \| 2022 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)		4 years
Expiration period (in years)		10 years
Options \| 2022 Inducement Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)		4 years
Expiration period (in years)		10 years
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized for issuance under share-based payment arrangement (in shares)	592,584	793,870
Percent of outstanding shares	85.00%
offering period (in months)	24 months
ESPP purchase price of common stock, percent of market price (in percent)	1.00%

Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments, Assets (Details) - GeneFab - Fair Value, Inputs, Level 3 $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Notes Receivable
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 17,240
Change in fair value included in other income (expense)	29
Ending balance	17,269
Contingent Consideration Receivable
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(1,816)
Change in fair value included in other income (expense)	55
Ending balance	$ (1,871)

Operating Leases - Total Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease cost	$ 1,316	$ 1,309
Short-term lease cost	8	31
Variable lease cost	268	244
Total lease cost	$ 1,592	$ 1,584

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule Of Shares Reserved For Future Issuance


	March 31,	December 31,
	2024	2023

Common Stock Purchase Agreement	7,327,049	7,327,049
Common stock options issued and outstanding	11,848,295	11,582,938
Restricted Stock Units (RSUs) issued and outstanding	979,139	225,282
Common stock shares available for future issuance under equity plans	4,940,813	3,672,276
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the "ESPP")	793,870	336,320
Contingent earnout common stock	2,000,000	2,000,000
GeneFab Option	19,633,444	19,633,444
Unvested early exercised common stock	42,200	54,860
Total	47,564,810	44,832,169

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one business activity and operates in one reportable segment within continuing operations. The Company determined that the assets sold to GeneFab met the criteria for presentation as a discontinued operation. As a result, the Company has retrospectively restated its condensed consolidated statements of operations for the three months ended March 31, 2023 to reflect the assets and liabilities and operating results, respectively, related to the disposed business in discontinued operations. The Company has chosen not to segregate the cash flows of the disposed business in the condensed consolidated statements of cash flows. Supplemental disclosures related to discontinued operations for the statements of cash flows have been provided in Note 3. GeneFab Transaction. Unless otherwise specified, the disclosures in these condensed consolidated financial statements refer to continuing operations only.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of GeneFab Option, the valuation of GeneFab Economic Share, the valuation of the GeneFab Note Receivable, the discount rate used to discount future cash flows for the impairment of long-lived assets, 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits. As of March 31, 2024 and 2023, the Company has not experienced any credit losses in such accounts or investments. As of March 31, 2024, the Company has prepaid future manufacturing and research services of $11.3 million under the development and manufacturing services agreement entered into with GeneFab, a related party. The Company also has a receivable from GeneFab under the framework agreement with a fair value of $17.3 million, subject to satisfaction of certain conditions. The prepaid expense and receivable balances from GeneFab potentially subject the Company to a significant concentration of credit risk if the Company is unable to realize these balances. Refer to Note 3. GeneFab Transaction, for further details of the GeneFab transaction.
Recent Accounting Standards	Recent Accounting Standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. 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.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Entry into a Sublease Agreement On May 7, 2024, the Company entered into a sublease agreement, or the Sublease, with GeneFab, LLC, as the subtenant for approximately 7,177 rentable square feet, or RSF, of certain space located at our corporate headquarters, Two Corporate Drive, First Floor, South San Francisco, CA 94080. The term of Sublease will be effective on May 7, 2024, subject to the consent by the landlord, Britannia Biotech Gateway Limited Partnership and will expire April 30, 2027, subject to earlier termination in accordance with the terms of the Sublease. Under the Sublease, GeneFab was granted a right of first refusal to sublease additional space of approximately three thousand RSF of the premise as described in the Sublease under certain conditions. The Sublease contains customary events of default, representations, warranties and covenants. As part of a prior agreement with GeneFab, GeneFab was permitted to access certain portions of the subleased premises.

Subsequent Events (Details) - Subsequent Event	May 07, 2024 ft²
Subsequent Event [Line Items]
Rentable area	7,177
Rentable area, additional area available for sublease	3,000

Operating Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Operating Leases

Lessee Accounting

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 HQ 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 provided for a tenant improvement allowance of up to $17.5 million for the costs relating to the design, permitting and construction of the improvements, disbursed by the landlord by December 31, 2023. The Company was 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 was considered an incentive and was deducted from the initial measurement of the ROU asset and lease liability. The Company estimated the timing of tenant improvement reimbursements at the lease commencement date and upon receipt of the cash incentives, the Company recognized the cash received as an increase in the lease liability.

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


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	1,316	$	1,309
Short-term lease cost	8		31
Variable lease cost	268		244
Total lease cost	$	1,592	$	1,584


	Three Months Ended March 31,
	2024		2023
Other information:
Operating cash flows net inflows and (outflows) from operating lease	$	(1,784)	$	37
ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives)	$	—	$	(51)
Weighted-average remaining lease term (years)	7.3		8.0
Weighted-average discount rate	9.2%		9.1%

For the three months ended March 31, 2023, the Company received $1.0 million of $17.5 million tenant improvement allowance. The Company received the full $17.5 million tenant improvement allowance through December 31, 2023.

As of March 31, 2024 and 2023, amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.

Maturities of the Company’s lease liabilities as of March 31, 2024, were as follows (in thousands):


2024, for the remainder of the year	$	5,470
2025	7,478
2026	7,712
2027	5,769
2028	4,855
2029	5,000
Thereafter	14,529
Total undiscounted lease payments	50,813
Less imputed interest	(14,190)
Tenant improvement allowance remaining	—
Total lease liabilities	$	36,623

As of March 31, 2024 the Company held a letter of credit with JPMorgan Chase Bank in the amount of approximately $2.8 million related to the Alameda facility and a letter of credit with JPMorgan Chase Bank in the amount of approximately $0.5 million related to our HQ facility lease, which has been transferred from Silicon Valley Bank (SVB). As of March 31, 2024 the letter of credit held by SVB was yet to be released.

Lessor Accounting

In connection with the GeneFab transaction, on August 7, 2023, the Company entered into a sublease with GeneFab to sublease the facility included in the Alameda lease, expiring in September 2032. Total sublease income to be earned from this operating lease, in aggregate, will be approximately $44.1 million over the term of the sublease agreement. Sublease income was $1.2 million and variable sublease income was $0.3 million for the three months ended March 31, 2024. The Company records sublease income in other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

Refer to Note 13. Related Parties for GeneFab related party considerations.

Maturities of the Company’s sublease payments from GeneFab as of March 31, 2024, were as follows (in thousands):


2024, for the remainder of the year	$	3,280
2025	4,476
2026	4,610
2027	4,748
2028	4,891
2029	5,037
Thereafter	13,258
Total undiscounted sublease payments	$	40,300

Other Financial Statement information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 31,460	$ 31,520
Less: accumulated depreciation	(7,106)	(6,182)
Property and equipment, net	24,354	25,338
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment at cost	22,648	22,648
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment at cost	8,148	8,186
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment at cost	326	326
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 338	$ 360

Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) businessActivitiy reportableSegment	Dec. 31, 2023 USD ($)
Significant Accounting Policies [Line Items]
Number of business activities \| businessActivitiy	1
Number of reportable segments \| reportableSegment	1
GeneFab \| Notes Receivable \| Fair Value, Inputs, Level 3
Significant Accounting Policies [Line Items]
Fair value of asset	$ 17,269	$ 17,240
Related Party
Significant Accounting Policies [Line Items]
Prepaid expenses and other current assets	$ 11,300	$ 14,787

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Senti Biosciences, Inc. and its subsidiaries (the “Company” or “Senti”), is an early clinical stage biotechnology company developing next-generation cell and gene therapies engineered with its gene circuit platform technologies for patients living with incurable diseases. Senti’s mission is to create a new generation of smarter therapies that can outsmart 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 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 a result of the Merger, Dynamics was renamed Senti Biosciences, Inc. On August 7, 2023, the Company completed a transaction with GeneFab, LLC (“GeneFab”), a contract manufacturing and synthetic biology biofoundry focused on next-generation cell and gene therapies. As part of that transaction, the Company disposed of its non-oncology business and in-house manufacturing services and subleased its manufacturing facility to GeneFab. Refer to Note 3. GeneFab Transaction, for further details of the GeneFab transaction, and to Note 13. Related Parties, for related party discussion. 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 and clinical studies and has not realized substantial revenues from its planned principal operations. To date, the Company has raised aggregate gross proceeds of $300.1 million from the Merger and a private placement completed concurrently with the Merger (the “PIPE Financing”), the issuance of shares of its common stock, the issuance of shares of our redeemable convertible preferred stock, the issuance of convertible notes and, to a lesser extent, through collaboration agreements and government grants. At March 31, 2024 and December 31, 2023, the Company had an accumulated deficit of $256.5 million and $244.3 million, respectively. The Company’s net losses were $12.1 million and $18.7 million for the three months ended March 31, 2024 and 2023, respectively. Substantially all of the Company’s operating net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its preclinical activities and clinical trials for its product candidates in development. As of March 31, 2024 and December 31, 2023, the Company had cash and cash equivalents of $23.7 million and $35.9 million, respectively. As of May 9, 2024, the issuance date of the condensed consolidated financial statements as of and for the three months ended March 31, 2024, there is uncertainty about whether the Company’s combined cash and cash equivalents will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements, beyond twelve months from the issuance date of these financial statements and therefore the Company concluded that substantial doubt existed about the Company’s ability to continue as a going concern. The transaction with GeneFab provided the Company with additional capital in the form of a note receivable and rights to future manufacturing and research activities and reduced longer-term operating expenses. Refer to Note 3. GeneFab Transaction, 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 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. 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 (the “Listing Qualifications Department”) 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 continued listing on The Nasdaq Global Market. The Company was provided an initial compliance period of 180 calendar days, or until February 5, 2024, to regain compliance with the minimum bid price requirement. On January 23, 2024, the Company received written notice from the Listing Qualifications Department granting the Company its request to transfer the listing of its common stock from The Nasdaq Global Market tier to The Nasdaq Capital Market tier. The transfer of the listing of the Company’s common stock from The Nasdaq Global Market to The Nasdaq Capital Market took effect with the open of business on January 25, 2024. On February 6, 2024, the Listing Qualifications Department granted the Company’s request for a second 180-calendar day period, or until August 5, 2024, to regain compliance with the $1.00 bid price requirement. To regain compliance with such minimum price requirement, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

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


	March 31, 2024
	Adjusted Cost		Estimated Fair Value		Cash and cash equivalents		Restricted cash
Cash	$	2,063	$	2,063	$	2,063	$	—
Level 1:
Money market funds	25,688		25,688		21,660		4,028
Subtotal	25,688		25,688		21,660		4,028






Total	$	27,751	$	27,751	$	23,723	$	4,028


	December 31, 2023
	Adjusted Cost		Estimated Fair Value		Cash and cash equivalents		Restricted cash
Cash	$	4,205	$	4,205	$	4,205	$	—
Level 1:
Money market funds	$	35,243	$	35,243	$	31,721	$	3,522
Subtotal	35,243		35,243		31,721		3,522






Total	$	39,448	$	39,448	$	35,926	$	3,522

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.

GeneFab Note Receivable

The following table presents a summary of the changes in the fair value of the GeneFab Note Receivable (in thousands):


	Note Receivable
Fair value as of December 31, 2023	$	17,240
Change in fair value included in other income (expense)	29
Fair value as of March 31, 2024	$	17,269

The fair value of the GeneFab Note Receivable is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The GeneFab Note Receivable is presented within GeneFab receivable on the condensed consolidated balance sheet.

The fair value of the GeneFab Note Receivable was determined by discounting future payments under multiple probability-weighted scenarios using the Company’s cost of borrowing, which was estimated at 12.53% as of December 31, 2023, to 12.87% as of March 31, 2024 based on published CCC-rated corporate bond yields.

GeneFab Option

The following table presents a summary of the changes in the fair value of the GeneFab Option (in thousands):


	GeneFab Option
Fair value as of December 31, 2023	$	(6,331)
Change in fair value included in other income (expense)	2,314
Fair value as of March 31, 2024	$	(4,017)

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

In determining the fair value of the GeneFab Option, the Company used a Black-Scholes option pricing model.

The significant assumptions utilized in the valuation are described below:


	March 31,			December 31,
	2024			2023
Current stock price	$	0.38		$	0.66
Expected volatility	128.5		%	98.1		%
Risk-free interest rate	4.62		%	4.12		%
Expected term (years)	2.5			2.5

GeneFab Economic Share

The following table presents a summary of the changes in the fair value of the GeneFab Economic Share (in thousands):


	GeneFab Economic Share
Initial recognition as of December 31, 2023	$	1,816

Change in fair value included in other income (expense)	55
Fair value as of March 31, 2024	$	1,871

The fair value of the GeneFab Economic Share is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

In determining the fair value of the GeneFab Economic Share, the Company used the option pricing method, which allocates total estimated enterprise value to various classes of equity using the Backsolve method.

The significant assumptions utilized in the valuation are described below:


	March 31,			December 31,
	2024			2023
GeneFab equity value	$	35,448		$	35,448
Volatility	67.6		%	65.8		%
Risk free rate	4.43		%	3.93		%
Expected term	4			4

- Definition

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

+ References + Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities (noncash adjustments to net income):
Net loss	$ (12,111)	$ (18,722)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	984	467
Amortization of operating lease right-of-use assets	477	462
Accretion of discount on short-term investments	0	(572)
Change in fair value of contingent earnout liability	0	(59)
Stock-based compensation expense	1,258	3,763
Other non-cash charges	38	(30)
Changes in assets and liabilities:
Accounts payable	389	280
Accrued expenses and other current liabilities	(2,946)	(1,846)
GeneFab sublease deferred income - related party	(127)	0
Deferred revenue	0	(392)
Operating lease liabilities	(946)	882
Net cash from operating activities	(11,682)	(16,304)
Cash flows from investing activities
Purchases of short-term investments	0	(17,990)
Maturities of short-term investments	0	15,000
Purchases of property and equipment	(15)	(6,507)
Net cash from investing activities	(15)	(9,497)
Cash flows from financing activities
Principal finance lease payments	0	(35)
Net cash from financing activities	0	(35)
Net decrease in cash and cash equivalents	(11,697)	(25,836)
Cash, cash equivalents, and restricted cash, beginning of period	39,448	60,987
Cash, cash equivalents, and restricted cash, end of period	27,751	35,151
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	23,723	31,600
Restricted cash	4,028	3,551
Total	27,751	35,151
Supplemental disclosures of noncash investing and financing and items
Purchases of property and equipment in accounts payable and accrued expenses	0	4,758
GeneFab Notes Receivable
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value	(29)	0
GeneFab Economic Share
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value	(55)	0
GeneFab Option
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value	(2,314)	0
Nonrelated Party
Changes in assets and liabilities:
Accounts receivable	0	(135)
Prepaid expenses and other assets	192	(402)
Related Party
Changes in assets and liabilities:
Accounts receivable	21	0
Prepaid expenses and other assets	$ 3,487	$ 0

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Cash, Cash Equivalents and Investments

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


	March 31, 2024
	Adjusted Cost		Estimated Fair Value		Cash and cash equivalents		Restricted cash
Cash	$	2,063	$	2,063	$	2,063	$	—
Level 1:
Money market funds	25,688		25,688		21,660		4,028
Subtotal	25,688		25,688		21,660		4,028






Total	$	27,751	$	27,751	$	23,723	$	4,028


	December 31, 2023
	Adjusted Cost		Estimated Fair Value		Cash and cash equivalents		Restricted cash
Cash	$	4,205	$	4,205	$	4,205	$	—
Level 1:
Money market funds	$	35,243	$	35,243	$	31,721	$	3,522
Subtotal	35,243		35,243		31,721		3,522






Total	$	39,448	$	39,448	$	35,926	$	3,522

Summary of Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in the fair value of the GeneFab Option (in thousands):


	GeneFab Option
Fair value as of December 31, 2023	$	(6,331)
Change in fair value included in other income (expense)	2,314
Fair value as of March 31, 2024	$	(4,017)

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following table presents a summary of the changes in the fair value of the GeneFab Note Receivable (in thousands):


	Note Receivable
Fair value as of December 31, 2023	$	17,240
Change in fair value included in other income (expense)	29
Fair value as of March 31, 2024	$	17,269

The following table presents a summary of the changes in the fair value of the GeneFab Economic Share (in thousands):


	GeneFab Economic Share
Initial recognition as of December 31, 2023	$	1,816

Change in fair value included in other income (expense)	55
Fair value as of March 31, 2024	$	1,871

Fair Value Measurement Inputs and Valuation Techniques

The significant assumptions utilized in the valuation are described below:


	March 31,			December 31,
	2024			2023
Current stock price	$	0.38		$	0.66
Expected volatility	128.5		%	98.1		%
Risk-free interest rate	4.62		%	4.12		%
Expected term (years)	2.5			2.5

The significant assumptions utilized in the valuation are described below:


	March 31,			December 31,
	2024			2023
GeneFab equity value	$	35,448		$	35,448
Volatility	67.6		%	65.8		%
Risk free rate	4.43		%	3.93		%
Expected term	4			4

Other Financial Statement information (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

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


	March 31,		December 31,
	2024		2023
Prepaid expenses (including prepaid rent)	2,628		2,546
Deposits	92		42

Other	—		195
Total prepaid expenses and other current assets	$	2,720	$	2,783

Schedule of Property and Equipment, Net

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


	March 31,		December 31,
	2024		2023
Leasehold improvements	$	22,648	$	22,648
Lab equipment	8,148		8,186
Furniture and fixtures	326		326
Computer equipment and software	338		360

Property and equipment at cost	31,460		31,520
Less: accumulated depreciation	(7,106)		(6,182)
Property and equipment, net	$	24,354	$	25,338

Schedule of Accrued Expenses and Other Liabilities

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


	March 31,		December 31,
	2024		2023
Accrued employee-related expenses	$	888	$	3,555

Accrued professional and service fees other	1,843		2,363
Other accrued expenses	3		9
Total accrued expenses and other current liabilities	$	2,734	$	5,927

Fair Value Measurements - Summary of the Estimated Fair Value of Cash Equivalents, Restricted Cash, And Short-Term Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Total	$ 27,751	$ 39,448	$ 35,151	$ 60,987
Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Total	23,723	35,926
Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Total	4,028	3,522
Level 1
Debt Securities, Available-for-Sale [Line Items]
Cash	2,063	4,205
Cash equivalents and restricted cash	25,688	35,243
Level 1 \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Cash	2,063	4,205
Cash equivalents and restricted cash	21,660	31,721
Level 1 \| Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Cash	0	0
Cash equivalents and restricted cash	4,028	3,522
Level 1 \| Money market funds
Debt Securities, Available-for-Sale [Line Items]
Cash equivalents and restricted cash	25,688	35,243
Level 1 \| Money market funds \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Cash equivalents and restricted cash	21,660	31,721
Level 1 \| Money market funds \| Restricted cash
Debt Securities, Available-for-Sale [Line Items]
Cash equivalents and restricted cash	$ 4,028	$ 3,522

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Fair Value Measurements - Narrative (Details)	Mar. 31, 2024	Dec. 31, 2023
GeneFab \| Fair Value, Inputs, Level 3 \| Measurement Input, Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Notes receivable, measurement input	0.1287	0.1253

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		44,062,534
Beginning balance at Dec. 31, 2022	$ 127,263	$ 4	$ 300,544	$ 1	$ (173,286)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of early exercise of common stock options (in shares)		12,660
Vesting of early exercise of common stock options	34		34
Stock-based compensation expense	3,763		3,763
Unrealized gain on investments	2			2
Net loss	(18,722)				(18,722)
Ending balance (in shares) at Mar. 31, 2023		44,075,194
Ending balance at Mar. 31, 2023	$ 112,340	$ 4	304,341	3	(192,008)
Beginning balance (in shares) at Dec. 31, 2023	45,700,161	45,700,161
Beginning balance at Dec. 31, 2023	$ 66,913	$ 5	311,252	0	(244,344)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of early exercise of common stock options (in shares)		12,660
Vesting of early exercise of common stock options	34		34
Stock-based compensation expense	1,258		1,258
Unrealized gain on investments	0
Net loss	$ (12,111)				(12,111)
Ending balance (in shares) at Mar. 31, 2024	45,712,821	45,712,821
Ending balance at Mar. 31, 2024	$ 56,094	$ 5	$ 312,544	$ 0	$ (256,455)

- Definition

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

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-12

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Three Months Ended March 31,
	2024		2023
Net loss from continuing operations	$	(12,111)	$	(13,852)
Net income (loss) from discontinued operations	$	—	$	(4,870)
Net loss	$	(12,111)	$	(18,722)

Weighted-average shares used in computing net loss per share, basic and diluted	45,708,601		44,070,974

Net loss per share from continuing operations, basic and diluted	$	(0.26)	$	(0.31)
Net income (loss) per share from discontinued operations, basic and diluted	0.00		(0.11)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.26)	$	(0.42)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended March 31,
	2024	2023

Stock options to purchase common stock	11,848,295	11,792,908
Unvested early exercised options	42,200	92,840
Restricted stock units outstanding	979,139	388,322
Contingent earnout common stock	2,000,000	2,000,000
GeneFab Option	19,633,444	0
Total	34,503,078	14,274,070

Income Tax	3 Months Ended
Income Tax	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Tax	Income Tax The Company’s income tax provision for the three months ended March 31, 2024 and 2023 is zero, respectively. While the company is subject to federal and state income taxes in various jurisdictions, due to cumulative losses their current income tax liability is zero and deferred tax assets generated from the Company’s net operating losses have been subject to a full valuation allowance, as the Company believes it is not more likely than not that the benefit will be realized due to the Company’s losses generated to date.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Commitment and Contingencies (Details) - USD ($) $ in Thousands	May 21, 2021	Mar. 31, 2024	Jun. 03, 2021
Long-Term Purchase Commitment [Line Items]
Total undiscounted lease payments		$ 50,813	$ 46,000
Operating lease, term of contract			11 years
BlueRock \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Long-Term Purchase Commitment [Line Items]
Term of agreement (in years)	3 years
Expected costs and expenses incurred	$ 10,000

Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	34,503,078	14,274,070
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	11,848,295	11,792,908
Unvested early exercised options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	42,200	92,840
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	979,139	388,322
Contingent earnout common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,000,000	2,000,000
GeneFab Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	19,633,444	0

Other Financial Statement information - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation	$ 984	$ 467
Continuing Operations
Property, Plant and Equipment [Line Items]
Depreciation	$ 1,000	$ 500

GeneFab Transaction

3 Months Ended

Mar. 31, 2024

GeneFab Transaction

Refer to Note 13. Related Parties for GeneFab related party considerations.

Gain on the Disposal of Business

Discontinued Operations

The following table summarizes the major classes of assets and liabilities of the discontinued operations (in thousands):


	March 31,		December 31,
	2024		2023








Accrued expenses and other current liabilities	—		243
Total current liabilities of discontinued operations	$	—	$	243

The following table summarizes the condensed operating results of the discontinued operations (in thousands):


	Three Months Ended March 31,
	2024		2023
Operating expenses:
Research and development	$	—	$	4,259
General and administrative	—		611
Total operating expenses	—		4,870
Loss from discontinued operations	—		(4,870)


Net income (loss) from discontinued operations	$	—	$	(4,870)

The following table summarizes the condensed cash flow information of the discontinued operations (in thousands):


	Three months ended March 31,
	2024		2023
Operating activities (noncash adjustments to net income):
Depreciation	$	—	$	34
Stock-based compensation	—		176

Investing activities:
Purchases of property and equipment	—		(3,247)
Supplemental disclosures of noncash investing items:
Purchases of property and equipment in accounts payable and accrued expenses	—		697

Related Parties

Bayer Healthcare LLC

Bayer held 5,878,488 shares, of the Company’s common stock as of March 31, 2024 and December 31, 2023. Accordingly, Bayer is considered a related party.

Seer, Inc.

GeneFab, LLC.

The Company also subleased its manufacturing facility in Alameda to GeneFab and recorded sublease income of $1.5 million including variable costs charged for the three months ended March 31, 2024.

Based on the intricacies of the GeneFab Transaction noted above and in Note 3. GeneFab Transaction, we have determined that GeneFab is a related party.

- Definition

+ References

+ Details

GeneFab Transaction (Tables)

3 Months Ended

Mar. 31, 2024

Disposal Groups, Including Discontinued Operations

The following table summarizes the major classes of assets and liabilities of the discontinued operations (in thousands):


	March 31,		December 31,
	2024		2023








Accrued expenses and other current liabilities	—		243
Total current liabilities of discontinued operations	$	—	$	243

The following table summarizes the condensed operating results of the discontinued operations (in thousands):


	Three Months Ended March 31,
	2024		2023
Operating expenses:
Research and development	$	—	$	4,259
General and administrative	—		611
Total operating expenses	—		4,870
Loss from discontinued operations	—		(4,870)


Net income (loss) from discontinued operations	$	—	$	(4,870)

The following table summarizes the condensed cash flow information of the discontinued operations (in thousands):


	Three months ended March 31,
	2024		2023
Operating activities (noncash adjustments to net income):
Depreciation	$	—	$	34
Stock-based compensation	—		176

Investing activities:
Purchases of property and equipment	—		(3,247)
Supplemental disclosures of noncash investing items:
Purchases of property and equipment in accounts payable and accrued expenses	—		697

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483475/205-20-45-11

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3A

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4B

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5A

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-SubTopic 20
-Topic 205
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3

+ Details

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-40440
Entity Registrant Name	Senti Biosciences, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2437900
Entity Address, Address Line One	2 Corporate Drive, First Floor
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	(650)
Local Phone Number	239-2030
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SNTI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,755,021
Entity Central Index Key	0001854270
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Stockholders’ Equity - Common and Preferred Stock (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) vote $ / shares shares	Dec. 31, 2023 $ / shares shares
Equity [Abstract]
Number of votes per common stock \| vote	1
Preferred stock, outstanding (in shares)	0	0
Cash dividends declared and paid, common stock \| $	$ 0
Preferred stock, par value per share (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0

Stockholders’ Equity - Common Stock Reserved for Future Issuance (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, par or stated value (in dollars per share)	$ 0.0001	$ 0.0001
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	47,564,810	44,832,169
Common Stock Purchase Agreement
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	7,327,049	7,327,049
Options
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	11,848,295	11,582,938
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	979,139	225,282
Equity Plans
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	4,940,813	3,672,276
Employee Stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	793,870	336,320
Contingent earnout common stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	2,000,000	2,000,000
GeneFab Option
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	19,633,444	19,633,444
Unvested early exercised common stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	42,200	54,860

Revenue - Contract Revenue (Details) - USD ($)	1 Months Ended			3 Months Ended
Revenue - Contract Revenue (Details) - USD ($)	May 31, 2023	Dec. 31, 2022	Apr. 30, 2021	Mar. 31, 2024	Mar. 31, 2023	Nov. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue recognized during period previously included in deferred revenue				$ 0	$ 400,000
Spark
Disaggregation of Revenue [Line Items]
Agreement evaluation period			24 months
Spark \| Minimum
Disaggregation of Revenue [Line Items]
Agreement termination advance notice period			90 days
Spark \| Maximum
Disaggregation of Revenue [Line Items]
Agreement termination advance notice period			180 days
Spark \| License
Disaggregation of Revenue [Line Items]
Variable consideration			$ 3,000,000
Extension of term of contract (in months)	2 months	2 months
Contract assets, cumulative catch-up adjustments		$ (700,000)
Spark \| License \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-05-01
Disaggregation of Revenue [Line Items]
Expected timing of satisfaction			2 years
Celest Therapeutics (Shanghai) Co. Ltd.
Disaggregation of Revenue [Line Items]
Variable consideration						$ 156,000,000

Operating Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 03, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2024, for the remainder of the year	$ 5,470
2025	7,478
2026	7,712
2027	5,769
2028	4,855
2029	5,000
Thereafter	14,529
Total undiscounted lease payments	50,813	$ 46,000
Less imputed interest	(14,190)
Tenant improvement allowance remaining	0
Total lease liabilities	36,623
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity [Abstract]
2024, for the remainder of the year	3,280
2025	4,476
2026	4,610
2027	4,748
2028	4,891
2029	5,037
Thereafter	13,258
Total undiscounted sublease payments	$ 40,300

Operating Leases - Narrative (Details) $ in Thousands	3 Months Ended
Operating Leases - Narrative (Details) $ in Thousands	Mar. 31, 2024 USD ($) tradingDay	Mar. 31, 2023 USD ($)	Jun. 03, 2021
Lessee, Lease, Description [Line Items]
Operating lease, term of contract			11 years
JPMorgan Chase Bank
Lessee, Lease, Description [Line Items]
Letters of credit	$ 2,800
Silicon Valley Bank
Lessee, Lease, Description [Line Items]
Letters of credit	$ 500
Corporate Headquarters
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	8 years
Lease renewal term	8 years
Alameda
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	11 years
Lease renewal term	5 years
Number of renewal options \| tradingDay	2
Tenant improvement allowance		$ 17,500
Tenant improvement allowance received		$ 1,000
Tenant improvement allowance utilized	$ 17,500
Alameda \| GeneFab
Lessee, Lease, Description [Line Items]
Sublease income to be earned	44,100
Sublease income	1,200
Variable sublease income	$ 300

GeneFab Transaction - Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]
Total current liabilities of discontinued operations	$ 0		$ 243
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Net income (loss) from discontinued operations	0	$ (4,870)
GeneFab \| Discontinued Operations, Disposed of by Sale \| Non-Oncology Business
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]
Accrued expenses and other current liabilities	0		243
Total current liabilities of discontinued operations	0		$ 243
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Research and development	0	4,259
General and administrative	0	611
Total operating expenses	0	4,870
Loss from discontinued operations	0	(4,870)
Net income (loss) from discontinued operations	0	(4,870)
Operating activities (noncash adjustments to net income):
Depreciation	0	34
Stock-based compensation	0	176
Investing activities:
Purchases of property and equipment	0	(3,247)
Supplemental disclosures of noncash investing items:
Purchases of property and equipment in accounts payable and accrued expenses	$ 0	$ 697

Stockholders’ Equity - Common Stock Purchase Agreement (Details) - Common Stock - Common Stock Purchase Agreement - USD ($) $ in Millions		3 Months Ended
	Aug. 31, 2022	Mar. 31, 2024
Class of Stock [Line Items]
Maximum proceeds purchase agreement	$ 50.0
Term of agreement	36 months
Number of shares issued, threshold (in shares)	8,727,049
Shares issued in transaction, threshold (as a percent)	19.99%
Trading volume available for purchase, threshold (in percent)	20.00%
Purchase price, threshold	$ 3.0
Number of shares issued (in shares)	100,000	0
Document preparation fees	$ 0.4
Aggregate purchase price		$ 1.2
Common Class A
Class of Stock [Line Items]
Number of shares issued (in shares)		1,300,000
Measurement Input, Discount Rate
Class of Stock [Line Items]
Discount rate (in percent)	3.00%

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 23,723	$ 35,926
Total current assets	55,666	71,200
Restricted cash	4,028	3,522
GeneFab receivable - related party, net of current portion	383	1,119
Property and equipment, net	24,354	25,338
Operating lease right-of-use assets	15,797	16,274
GeneFab Economic Share - related party	1,871	1,816
Other long-term assets	86	215
Total assets	102,185	119,484
Liabilities and Stockholders’ Equity
Accounts payable	1,624	1,250
Finance lease liabilities, current portion	100	97
Early exercise liability, current portion	111	135
GeneFab sublease deferred income - related party	862	989
Accrued expenses and other current liabilities	2,734	5,927
Operating lease liabilities	4,178	4,031
Current liabilities of discontinued operations	0	243
Total current liabilities	9,609	12,672
Operating lease liabilities, net of current portion	32,445	33,538
Contingent earnout liability	20	20
GeneFab Option - related party	4,017	6,331
Early exercise liability, net of current portion	0	10
Total liabilities	46,091	52,571
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized at March 31, 2024 and December 31, 2023; zero shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	0	0
Common stock, $0.0001 par value; 500,000,000 shares authorized at March 31, 2024 and December 31, 2023; 45,712,821 and 45,700,161 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	5	5
Additional paid-in capital	312,544	311,252
Accumulated other comprehensive income	0	0
Accumulated deficit	(256,455)	(244,344)
Total stockholders’ equity	56,094	66,913
Total liabilities and stockholders’ equity	102,185	119,484
Nonrelated Party
Assets
Accounts receivable	76	112
Prepaid expenses and other current assets	2,720	2,783
Related Party
Assets
Accounts receivable	17,847	17,592
Prepaid expenses and other current assets	$ 11,300	$ 14,787