0001628280-26-035126 | 10-Q | XBRL Viewer | Senti Biosciences Holdings INC

Other Financial Statement information

3 Months Ended

Mar. 31, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Prepaid expenses	$	1,576	$	1,340
Deposits	192		315

Total prepaid expenses and other current assets	$	1,768	$	1,655

Property and Equipment, Net

Property and equipment, net consisted of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Leasehold improvements	$	17,748	$	17,748
Lab equipment	7,301		7,565
Furniture and fixtures	331		331
Computer equipment and software	299		299
Property and equipment at cost	25,679		25,943
Less: accumulated depreciation	(13,579)		(13,057)
Property and equipment, net	$	12,100	$	12,886

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Accruals related to:
Employee-related expenses	$	2,367	$	2,365
Clinical trials	1,677		2,070
Professional and other service fees	843		846
Other current liabilities	143		73
Total accrued expenses and other current liabilities	$	5,030	$	5,354

Other Non-current Liabilities

Other non-current liabilities consisted of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Liabilities associated with CIRM Grant	$	7,950	$	7,950
Other	208		149
Total other non-current liabilities	$	8,158	$	8,099

CIRM Grant

On August 3, 2024, the Company executed an agreement with California Institute for Regenerative Medicine (“CIRM”) for a total grant award of $8.0 million (“CIRM Grant”) in support of the research project related to the ongoing clinical development of SENTI-202. The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s SENTI-202 clinical trial. Under the terms of the CIRM Grant, the Company is obligated to co-fund up to $4.8 million and is required to provide CIRM timely progress and financial update reports.

Under the terms of the CIRM Grant, the Company is obligated to pay royalties and licensing fees based on 0.1% of net commercial revenue of CIRM-funded product candidates or CIRM-funded technology for every $1.0 million of CIRM funding received. These payments would commence upon the first commercial sale of an applicable product and continue for either 10 years from such first commercial sale or until the total royalties paid equal nine times the original CIRM Grant, whichever occurs first. If no CIRM-funded products are commercialized, no royalty or licensing fee payments would be due. As an alternative to revenue sharing, the Company has the option to convert the CIRM Grant to a loan. As of March 31, 2026, the Company has not elected to convert the CIRM Grant to a loan. In the event the Company exercises its right to convert the CIRM Grant to a loan, the Company would be obligated to repay the loan within 10 business days of making such election. Repayment amounts vary dependent upon the phase of clinical development of SENTI-202 at the time of the Company’s election, ranging from 80% to 100% plus interest at 10% plus the 90-day Secured Overnight Financing Rate.

As presented in the table above, the Company received an aggregate of $8.0 million from the CIRM Grant as of both March 31, 2026 and December 31, 2025.

Operating Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Mar. 17, 2026
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2026, for the remainder of the year	$ 6,090
2027	3,678
2028	3,071
2029	3,163
2030	3,258
2031	3,356
Thereafter	2,276
Total undiscounted lease payments	24,892
Less imputed interest	(5,751)
Total lease liabilities	$ 19,141
Letter of Credit \| Alameda
Lessee, Lease, Description [Line Items]
Line of credit facility, maximum borrowing capacity		$ 2,000

Commitment and Contingencies	3 Months Ended
Commitment and Contingencies	Mar. 31, 2026
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. 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 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.

Summary of Significant Accounting Policies (Details) - 3 months ended Mar. 31, 2026	businessActivitiy	reportableSegment	segment
Accounting Policies [Abstract]
Number of business activities	1
Number of reportable segments		1	1

Net Loss Per Share - Schedule of Net Loss Available To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Numerator:
Net loss	$ (4,221)	$ (14,112)
Denominator:
Weighted-average shares outstanding, basic (in shares)	30,971,573	10,012,908
Weighted-average shares outstanding, diluted (in shares)	30,971,573	10,012,908
Net loss per share, basic (in dollars per share)	$ (0.14)	$ (1.41)
Net loss per share, diluted (in dollars per share)	$ (0.14)	$ (1.41)

- Definition

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

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

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Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 9,819	$ 18,189
Total assets measured at fair value	9,819	18,189
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	9,819	18,189
Total assets measured at fair value	$ 9,819	$ 18,189

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481830/320-10-45-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479130/326-30-45-1

+ Details

Net Loss Per Share

3 Months Ended

Mar. 31, 2026

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 net loss per share is as follows:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2026		2025
Basic and diluted net loss per share:
Numerator:
Net loss, basic and diluted	$	(4,221)	$	(14,112)
Denominator:
Weighted-average shares outstanding, basic and diluted	30,971,573		10,012,908
Net loss per share attributable to common stockholders, basic and diluted	$	(0.14)	$	(1.41)

As the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods presented. 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,
	2026	2025
Stock options issued and outstanding	4,848,839	4,655,262
Restricted stock units outstanding	714,571	1,097,489
GeneFab Option	1,963,344	1,963,344
Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock	31,735,500	31,735,500
Performance stock units outstanding	—	94,952
Contingent earnout common stock	—	100,000
Total	39,262,254	39,646,547

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy. 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.


	March 31, 2026
(in thousands)	Fair Value		Level 1
Assets
Money market funds	$	9,819	$	9,819

Total assets measured at fair value	$	9,819	$	9,819


	December 31, 2025
(in thousands)	Fair Value		Level 1
Assets
Money market funds	$	18,189	$	18,189

Total assets measured at fair value	$	18,189	$	18,189

Operating Leases - Schedule of Total Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Leases [Abstract]
Operating lease cost	$ 1,220	$ 1,288
Variable lease cost	238	280
Short-term lease cost	7	6
Total lease cost	$ 1,465	$ 1,574

Cash, Cash Equivalents and Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2026

Cash and Cash Equivalents [Abstract]

Schedule of Restrictions on Cash and Cash Equivalents

The following table is a reconciliation of the cash, cash equivalents and restricted cash:


	March 31,		December 31,
(in thousands)	2026		2025
Cash and cash equivalents	$	8,935	$	16,420
Restricted cash (1)	3,528		3,528
Total	$	12,463	$	19,948

(1)As of March 31, 2026 and December 31, 2025, restricted cash balance primarily consisted of a letter of credit for the Alameda Lease of $2.9 million, and a letter of credit for the HQ Lease of $0.5 million.

Schedule of Cash, Cash Equivalents and Investments

The following table is a summary of our cash equivalents and restricted cash:


	March 31, 2026
(in thousands)	Amortized Cost		Fair Value
Money market funds	$	9,819	$	9,819






Classified as:
Cash equivalents			$	6,291
Restricted cash			$	3,528


	December 31, 2025
(in thousands)	Amortized Cost		Fair Value
Money market funds	$	18,189	$	18,189






Classified as:
Cash equivalents			$	14,661
Restricted cash			$	3,528

Stock-based Compensation

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

2022 Equity Incentive Plan ( the “2022 EIP”)

On January 1, 2026, the number of shares of common stock reserved for issuance under the 2022 EIP increased by 1,543,967 shares. As of March 31, 2026, the total number of shares of common stock available for issuance under the 2022 Plan is 2,131,608.

2022 Inducement Plan (the “2022 IN”)

As of March 31, 2026, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 2,132,767.

2022 Employee Stock Purchase Plan (the “2022 ESPP”)

On January 1, 2026, the number of shares of common stock reserved for issuance under the 2022 ESPP increased by 308,793 shares. As of March 31, 2026, the total number of shares of common stock available for issuance under the ESPP is 436,474.

Stock-based Compensation

Total stock-based compensation was as follows:


	Three Months Ended March 31,
(in thousands)		2026		2025
General and administrative		$	1,097	$	1,019
Research and development		218		185
Total stock-based compensation		$	1,315	$	1,204

Subsequent Events (Details) - Celadon Partners SPV 24 (“Celadon”) - Subsequent Event - Private Placement $ / shares in Units, $ in Millions	Apr. 27, 2026 USD ($) $ / shares
Subsequent Event [Line Items]
Aggregate offering price	$ 60.0
Senior Secured Convertible Notes
Subsequent Event [Line Items]
Aggregate offering price	$ 40.0
Covenant, payment of principal amount (in percent)	0.030
Option to terminate, closing threshold days	15 days
No conversion or exchange, required payment as percentage of as outstanding principal and accrued and unpaid interest	2
Price per share (in dollars per share) \| $ / shares	$ 0.6261
Stockholder approval, percentage of common stock oustanding	19.99%
Occurrence of default, annual interest accrual rate (in percent)	12.00%
Senior Secured Convertible Notes, Initial Notes
Subsequent Event [Line Items]
Aggregate offering price	$ 10.0
Senior Secured Convertible Notes, Additional Notes
Subsequent Event [Line Items]
Aggregate offering price	$ 30.0

GeneFab Transaction	3 Months Ended
GeneFab Transaction	Mar. 31, 2026
Related Party Transactions [Abstract]
GeneFab Transaction	GeneFab Transaction On August 7, 2023, the Company entered into a framework agreement (the “GeneFab Framework Agreement”) with GeneFab and Valere Bio, Inc. (“Valere”), a Delaware corporation and the parent company of GeneFab, which is wholly owned by Celadon Partners, LLC (“Celadon Partners”), 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 Alameda facility and certain of the Company’s non-oncology license rights, intellectual property related to the schematics for and design of the Alameda facility. The original lease for the Alameda facility was entered into between the Company and 1430 South Loop Owner, LLC (the “Landlord”) in 2021 (the “Alameda Lease”). On August 7, 2023, the Company subleased the Alameda facility to GeneFab in connection with the GeneFab Framework Agreement described above (the “GeneFab Alameda Sublease”). On March 17, 2026, both of the Alameda Lease and GeneFab Alameda Sublease were amended as described in Note 5. Operating Leases. On August 7, 2023, the Company and GeneFab also entered into a development and manufacturing services agreement (the “DMSA”), pursuant to which GeneFab will provide certain services to the Company using the subleased Alameda facility and acquired equipment. The Company also 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 August 7, 2023 (the “Transition Services Agreement”). On December 10, 2024, in connection with the private placement described in further detail in Note 6. Stockholders’ Equity, the Company and GeneFab entered into an amended and restated DMSA (the “2024 Amended and Restated DMSA”). On June 12, 2024, the Company subleased to GeneFab a portion of the Company’s HQ Lease as defined in Note 5. Operating Leases, and this sublease is referred to as the “GeneFab HQ Sublease”. On March 9, 2026, the Company signed an agreement to accelerate the end of the GeneFab HQ Sublease (“GeneFab HQ Sublease Amendment”), effective March 31, 2026. Refer to Note 5. Operating Leases for details of the GeneFab HQ Sublease Amendment. On March 17, 2026, the Company entered into a letter agreement with GeneFab (the “GeneFab Letter Agreement”) in connection with the lease and sublease amendments described in Note 5. Operating Leases. The GeneFab Letter Agreement provides for a $1.4 million back rent payment from GeneFab that may be satisfied, in whole or in part, through a cash prepayment credit to be applied toward work or services to be performed by GeneFab for the Company under the 2024 Amended and Restated DMSA, that the Company may access such prepayment credit immediately and that any unpaid portion must be paid in immediately available funds by September 1, 2026. The GeneFab Letter Agreement further provides that the Company may access $2.0 million as a prepayment credit to be applied toward work or services to be performed by GeneFab for the Company under the 2024 Amended and Restated DMSA beginning September 1, 2026. This prepayment credit represents a portion of the agreed-upon settlement of past-due sublease rent. GeneFab’s failure to perform its obligations with respect to the outstanding rent or the $2.0 million prepayment credit constitutes an immediate event of default under the GeneFab Alameda Sublease Amendment (defined in Note 5). The GeneFab Letter Agreement terminates automatically once the applicable prepayment credits have been fully applied. GeneFab prepaid expenses - related party Under the GeneFab Framework Agreement entered into on August 7, 2023, the total consideration in connection with the transaction was $37.8 million, of which $18.9 million was received by the Company on August 7, 2023 and such payment was netted against prepayment due to GeneFab for future manufacturing and research activities under the DMSA. The $18.9 million was initially recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets in 2023. On December 10, 2024, the Company agreed to make an additional advance payment of $10.0 million to GeneFab under the 2024 Amended and Restated DMSA, of which $6.0 million and $4.0 million was paid in December 2024 and January 2025, respectively. In June 2025, the Company made an additional advance payment of $2.5 million to GeneFab for additional work as part of the 2024 Amended and Restated DMSA. In March 2026, based on the GeneFab Letter Agreement, past-due rent of $3.4 million related to the GeneFab Alameda Sublease was converted into an additional prepaid expense for additional work under the 2024 Amended and Restated DMSA. As of March 31, 2026, $3.3 million of these prepayments were remaining to be amortized against future manufacturing and research activities, which was recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets. GeneFab Economic Share On August 7, 2023, 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 10% 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 in ASC 825, Financial Instruments, and the GeneFab Economic Share was recorded as an asset in GeneFab Economic Share - related party on consolidated balance sheet at its fair value of $1.8 million on August 7, 2023. As of March 31, 2026 and December 31, 2025, the Company determined that the fair value of the GeneFab Economic Share was zero. Changes in fair value of the GeneFab Economic Share are reported as a component of other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 10. Fair Value Measurements. In April 2026, in connection with the Securities Purchase Agreement described in to Note 15, Subsequent Events, the Company and Celadon entered into a Termination and Release Agreement. Pursuant to this agreement, the GeneFab Economic Share has been terminated as of April 2026. GeneFab Option GeneFab was granted an option to purchase up to 1,963,344 shares (i.e. up to $20.0 million worth) of the Company’s common stock at a per share purchase price of $10.18670 (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 August 7, 2023. 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 in GeneFab Option - related party on the condensed consolidated balance sheet at its fair value of $9.6 million on August 7, 2023. As of March 31, 2026 and December 31, 2025, the Company determined that the fair value of the GeneFab Option was zero. The GeneFab Option was 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 10. Fair Value Measurements. In April 2026, in connection with the Securities Purchase Agreement described in to Note 15, Subsequent Events, the Company and Celadon entered into a Termination and Release Agreement. Pursuant to this agreement, the GeneFab Option has been terminated as of April 2026. Consolidation and Related Party The Company determined that GeneFab is a variable interest entity since its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. The Company performs a qualitative analysis at each reporting date to determine if it is the primary beneficiary of GeneFab. Based on this assessment, the Company has determined that it does not have the power to direct the activities of GeneFab that most significantly impact GeneFab’s economic performance. Accordingly, the Company has concluded that it is not the primary beneficiary and therefore does not consolidate GeneFab. There were no material changes to the Company’s involvement with GeneFab during the three months ended March 31, 2026 that would have resulted in a change to this conclusion. GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850. Refer to Note 12. Related Parties for GeneFab related party considerations. Related Parties NEA New Enterprise Associates, Inc. (“NEA”) held 12.1% and 12.2% shares of the outstanding share of the Company’s common stock as of March 31, 2026 and December 31, 2025, respectively. NEA held one of the eight seats on the Board of Directors as of March 31, 2026 and December 31, 2025. As part of the private placement in December 2024 (Note 6), NEA is also entitled to designate one additional director to the Board of Directors. Celadon Partners, LLC Celadon Partners LLC (“Celadon Partners”) held 31.4% and 31.7% shares of the outstanding share of the Company’s common stock as of March 31, 2026 and December 31, 2025, respectively, and is considered a related party to the Company. Celadon Partners is the parent company of Valere Bio, of which GeneFab is a wholly-owned subsidiary. As part of the private placement in December 2024 (Note 6), Donald Tang, a founder and manager of Celadon, was appointed to the Board of Directors. Celadon Partners also was entitled to designate two additional directors to the Board of Directors, which were filled upon Feng Hsiung and Bryan Baum being appointed in March 2025 and July 2025, respectively. As of March 31, 2026, Celadon Partners held three of the eight seats on the Board of Directors. On April 27, 2026, the Company entered into a securities purchase agreement with an accredited investor affiliated with Celadon Partners. Refer to Note 15, Subsequent Events for details. Bayer Healthcare LLC Bayer, Healthcare, LLC (“Bayer”) held 9.0% and 19.9% shares of the outstanding share of the Company’s common stock as of March 31, 2026 and December 31, 2025, respectively, and is considered a related party to the Company. Bayer is the parent company of BlueRock Therapeutics LP (“BlueRock”). The Company and BlueRock entered a collaboration and option agreement (“BlueRock Agreement”) in May 2021, pursuant to which the Company and BlueRock, on a program-by-collaboration program basis, collaborate in many aspects for the development of certain therapy products. The Company was 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 three-year research term. The Company completed the initial research plan and related activities in May 2024. 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. As of March 31, 2026, Bayer has not exercised its option for a license. For the three months ended March 31, 2026, the Company recognized collaboration revenue with Bayer of less than $0.1 million in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2026 and December 31, 2025, deferred revenue with Bayer of less than $0.1 million was recorded in the condensed consolidated balance sheets. These amounts relate to an option exercise period extension fee under the BlueRock Agreement. GeneFab As a result of the transaction with GeneFab (Note 3), GeneFab supports the Company’s clinical manufacturing of its CAR-NK programs, including SENTI-202. GeneFab’s Chief Executive Officer, Philip Lee, Ph.D., was the former Co-Founder and Chief Technology Officer of the Company. The Company determined GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures (“ASC 850”). Refer to Note 3. GeneFab Transaction for the financial assets and liabilities recorded on the condensed consolidated balance sheets related to GeneFab. As of March 31, 2026, GeneFab subleased the facility included in the Alameda lease from the Company. Refer to Note 5. Operating Leases for the sublease discussion. The Company incurred certain costs on behalf of GeneFab under a transition services agreement, and reimbursement of such costs was due from GeneFab. As of March 31, 2026 and December 31, 2025, the Company recorded $0.6 million and $0.5 million, respectively, in GeneFab receivable - related party on the condensed consolidated balance sheet. The Company’s research and development expenses under the services agreement was $0.3 million and $4.1 million for the three months ended March 31, 2026 and 2025, respectively. Refer to Note 3. GeneFab Transaction.

- 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 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 2: 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 3: 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 4: 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 5: 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/1943274/2147477968/946-235-50-2

Reference 6: 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/1943274/2147477968/946-235-50-2

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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2026

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 net loss per share is as follows:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2026		2025
Basic and diluted net loss per share:
Numerator:
Net loss, basic and diluted	$	(4,221)	$	(14,112)
Denominator:
Weighted-average shares outstanding, basic and diluted	30,971,573		10,012,908
Net loss per share attributable to common stockholders, basic and diluted	$	(0.14)	$	(1.41)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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,
	2026	2025
Stock options issued and outstanding	4,848,839	4,655,262
Restricted stock units outstanding	714,571	1,097,489
GeneFab Option	1,963,344	1,963,344
Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock	31,735,500	31,735,500
Performance stock units outstanding	—	94,952
Contingent earnout common stock	—	100,000
Total	39,262,254	39,646,547

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2024	21,157
Beginning balance at Dec. 31, 2024	$ 25,106
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of Series A convertible preferred stock to common stock (in shares)	(21,157)
Conversion of Series A redeemable convertible preferred stock to common stock	$ (25,106)
Ending balance (in shares) at Mar. 31, 2025	0
Ending balance at Mar. 31, 2025	$ 0
Beginning balance (in shares) at Dec. 31, 2024		4,829,035
Beginning balance at Dec. 31, 2024	25,649	$ 1	$ 322,782	$ (297,134)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Series A convertible preferred stock to common stock (in shares)		21,157,000
Conversion of Series A redeemable convertible preferred stock to common stock	25,106	$ 2	25,104
Issuance of common stock for vesting of restricted stock units (in shares)		17,909
Vesting of early exercise of common stock options (in shares)		422
Vesting of early exercise of common stock options	12		12
Stock-based compensation	1,204		1,204
Net loss	(14,112)			(14,112)
Ending balance (in shares) at Mar. 31, 2025		26,004,366
Ending balance at Mar. 31, 2025	$ 37,859	$ 3	349,102	(311,246)
Beginning balance (in shares) at Dec. 31, 2025	0
Beginning balance at Dec. 31, 2025	$ 0
Ending balance (in shares) at Mar. 31, 2026	0
Ending balance at Mar. 31, 2026	$ 0
Beginning balance (in shares) at Dec. 31, 2025	30,879,355	30,879,355
Beginning balance at Dec. 31, 2025	$ 5,589	$ 3	364,158	(358,572)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of restricted stock units (in shares)		387,254
Net settlement of restricted stock units for employee taxes (shares)		(121,855)
Net settlement of restricted stock units for employee taxes	(118)		(118)
Stock-based compensation	1,315		1,315
Net loss	$ (4,221)			(4,221)
Ending balance (in shares) at Mar. 31, 2026	31,144,754	31,144,754
Ending balance at Mar. 31, 2026	$ 2,565	$ 3	$ 365,355	$ (362,793)

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2026	Dec. 31, 2025
Statement of Financial Position [Abstract]
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)	31,144,754	30,879,355
Common stock, outstanding (in shares)	31,144,754	30,879,355

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2026
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These interim financial statements have been prepared in accordance with U.S. GAAP for interim financial information and include all adjustments consisting of normal recurring adjustments that the management of the Company believes are necessary for a fair presentation of the periods presented and are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period. 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 Holdings, 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.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed 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, and the determination of the Company’s 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 And Concentration of Business 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 that are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits. As of March 31, 2026 and 2025, the Company has not experienced any credit losses in such accounts or investments. Concentration of Business Risk The Company is subject to concentrations of business risk arising from its reliance on a limited number of counterparties and arrangements that are critical to its operations. The Company currently depends on GeneFab LLC (“GeneFab”) as its sole contract manufacturer for the clinical-scale production of its product candidates. As a result, the Company’s development activities and timelines are dependent on GeneFab’s continued ability to perform manufacturing services in accordance with contractual requirements. Any disruption in GeneFab’s operations, financial condition, or ability to perform could have a material adverse affect on the Company’s research and development activities and may require the Company to identify and qualify alternative manufacturing vendors, which could result in increased costs and delays in the Company’s clinical trial timelines. In addition, the Company has business risk concentrated in its real estate lease arrangements. The Company has operating lease obligations under the Alameda Lease (as defined in Note 3), which represents the Company’s most significant lease liability on the condensed consolidated balance sheets as of March 31, 2026. The Company has subleased the Alameda Lease to GeneFab. Accordingly, the Company’s ability to mitigate the cash outflows associated with these lease obligations is dependent on GeneFab’s performance under the sublease arrangements. The Company remains obligated to satisfy its lease commitments to the landlord regardless of the performance of its subtenant.
Recent Accounting Standards	Recent Accounting Standards In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires disclosures about significant expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses, along with qualitative descriptions of certain other types of expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosure, but does not expect this update to have a material impact on the Company’s condensed consolidated financial statements other than additional information that will be provided in the footnote disclosure. In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance in U.S. GAAP about accounting for government grants received by business entities and clarifies the appropriate accounting in an effort to reduce diversity in practice, and increase consistency of application across business entities. This guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Adoption of this ASU can be applied using a modified prospective approach, a modified retrospective approach, or a retrospective approach. The Company is currently evaluating the impact of adopting ASU 2025-10 and does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 and does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements, which addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this ASU are not intended to result in significant changes for most entities. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-12 and does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements.

- Definition

Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478671/942-235-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-12

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-9

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482836/275-10-55-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1

+ Details

GeneFab Transaction (Details) - USD ($)	Aug. 07, 2023	Mar. 31, 2026	Mar. 17, 2026	Dec. 31, 2025	Jun. 30, 2025	Jan. 31, 2025	Dec. 31, 2024	Dec. 10, 2024
Contingent Consideration Receivable \| Level 3
Related Party Transaction [Line Items]
Fair value of asset	$ 1,800,000
GeneFab
Related Party Transaction [Line Items]
Consideration received in collaborative development agreement	37,800,000
Upfront payment under research collaboration and license agreement	$ 18,900,000
Additional advance payment commitment					$ 2,500,000			$ 10,000,000.0
Additional advance paid						$ 4,000,000.0	$ 6,000,000.0
Advance payment, remaining amount		$ 3,300,000
Revenue, remaining performance obligation, variable consideration, percentage of realized gains (in percent)	10.00%
Option, maximum purchase amount (in shares)	1,963,344
Option, maximum worth	$ 20,000,000.0
Option, exercise price (in dollars per share)	$ 10.18670
Option, installments, percentage of stock outstanding (in percent)	19.90%
GeneFab \| Equity Option
Related Party Transaction [Line Items]
Derivative liability	$ 9,600,000	0		$ 0
GeneFab \| Contingent Consideration Receivable \| Level 3
Related Party Transaction [Line Items]
Fair value of asset		0		$ 0
GeneFab \| Alameda
Related Party Transaction [Line Items]
Back rent payment			$ 1,400,000
Prepayment credit			$ 2,000,000.0
Convertible past due rent		$ 3,400,000

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount

Total stock-based compensation was as follows:


	Three Months Ended March 31,
(in thousands)		2026		2025
General and administrative		$	1,097	$	1,019
Research and development		218		185
Total stock-based compensation		$	1,315	$	1,204

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	39,262,254	39,646,547
Stock options issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,848,839	4,655,262
Restricted stock units outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	714,571	1,097,489
GeneFab Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,963,344	1,963,344
Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	31,735,500	31,735,500
Performance stock units outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	94,952
Contingent earnout common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	100,000

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2026	Apr. 30, 2026
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2026
Document Transition Report	false
Entity File Number	001-40440
Entity Registrant Name	Senti Biosciences Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	42-1912154
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		31,144,754
Entity Central Index Key	0001854270
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1
Amendment Flag	false

Related Parties (Details) $ in Thousands	1 Months Ended	3 Months Ended
Related Parties (Details) $ in Thousands	May 31, 2021 USD ($)	Mar. 31, 2026 USD ($) boardSeat	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) boardSeat
Related Party Transaction [Line Items]
Number of seats on the board of directors \| boardSeat				8
Collaboration revenue - related party		$ 16	$ 0
Deferred revenue, current - related party		27		$ 43
Research and development		5,281	9,281
Related Party
Related Party Transaction [Line Items]
Accounts receivable		593		1,272
Research and development		282	4,070
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]
Collaboration revenue - related party		100
Deferred revenue, current - related party		100
GeneFab \| Related Party
Related Party Transaction [Line Items]
Research and development		300	$ 4,100
GeneFab \| Costs Incurred On Behalf Of GeneFab \| Related Party
Related Party Transaction [Line Items]
Accounts receivable		$ 600		$ 500
New Enterprise Associates, Inc. (“NEA”)
Related Party Transaction [Line Items]
Number of seats on the board of directors \| boardSeat		1
Celadon Partners, LLC
Related Party Transaction [Line Items]
Number of seats on the board of directors \| boardSeat		3
Senti Biosciences, Inc. \| New Enterprise Associates, Inc. (“NEA”)
Related Party Transaction [Line Items]
Ownership percentage (in percent)		12.10%		12.20%
Senti Biosciences, Inc. \| Celadon Partners, LLC
Related Party Transaction [Line Items]
Ownership percentage (in percent)		31.40%		31.70%
Senti Biosciences, Inc. \| Bayer
Related Party Transaction [Line Items]
Ownership percentage (in percent)		9.00%		19.90%

Stock-based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 1,315	$ 1,204
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,097	1,019
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 218	$ 185

Segment Reporting - Narrative (Details) $ in Thousands	3 Months Ended
Segment Reporting - Narrative (Details) $ in Thousands	Mar. 31, 2026 USD ($) reportableSegment	Mar. 31, 2026 USD ($) segment	Dec. 31, 2025 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment		1
Number of reportable segments	1	1
Cash and cash equivalents \| $	$ 8,935	$ 8,935	$ 16,420

Operating Leases (Tables)

3 Months Ended

Mar. 31, 2026

Leases [Abstract]

Schedule of Lease Cost

Operating lease costs are summarized as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Operating lease cost	$	1,220	$	1,288
Variable lease cost (1)	238		280
Short-term lease cost	7		6
Total lease cost	$	1,465	$	1,574

(1)Variable lease costs comprise primarily of common area maintenance charges for the operating leases, which is dependent upon usage.

Supplemental cash flow information related to the leases was as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Supplemental cash flow information:
Operating cash flows used for operating leases	$	(579)	$	(1,839)
Supplemental non-cash information
Decrease in operating lease right-of-use assets resulting from lease remeasurement	$	3,177	$	—
Decrease in operating lease liabilities resulting from lease remeasurement	$	9,939	$	—

Weighted-average remaining lease terms and discount rates were as follows:


	March 31, 2026
Weighted-average remaining lease term (years)	5.5
Weighted-average discount rate	10.3	%

Schedule of Maturities of Lease Liabilities

As of March 31, 2026, maturities of lease liabilities were as follows:


	(in thousands)
2026, for the remainder of the year (1)	$	6,090
2027	3,678
2028	3,071
2029	3,163
2030	3,258
2031	3,356
Thereafter	2,276
Total undiscounted lease payments	24,892
Less imputed interest	(5,751)
Total lease liabilities	$	19,141

(1)Amount includes the $2.0 million that the Alameda Landlord was entitled to draw under the Company’s letter of credit pursuant to the Alameda Lease Amendment described above.

Schedule of Maturities of Sublease Payments

As of March 31, 2026, maturities of the Company’s sublease payments were as follows:


	(in thousands)
2026, for the remainder of the year	$	2,558
2027	2,991
2028	3,071
2029	3,163
2030	3,258
2031	3,356
Thereafter	2,284
Total undiscounted sublease payments	$	20,681

Schedule of Sublease Income

A summary of total sublease income was as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Sublease income - base rent	$	87	$	1,417
Sublease income - variable	242		474
Total sublease income (1)	$	329	$	1,891

(1)On the condensed consolidated statement of operations, $0.1 million was recorded in GeneFab sublease income - related party and $0.2 million was recorded as other income for the three months ended March 31, 2026, and $1.7 million was recorded in GeneFab sublease income - related party and $0.2 million was recorded as other income for the three months ended March 31, 2025.

Operating Leases - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended
Operating Leases - Narrative (Details) $ in Thousands	Mar. 17, 2026 USD ($) ft²	Apr. 30, 2026 USD ($)	Mar. 31, 2026 USD ($) tradingDay	Mar. 31, 2025 USD ($)	Mar. 16, 2026 ft²	Dec. 31, 2025 USD ($)
Lessee, Lease, Description [Line Items]
Decrease in operating lease liabilities resulting from lease remeasurement			$ (9,939)	$ 0
Decrease in operating lease right-of-use assets resulting from lease remeasurement			(3,177)	0
Remaining amount			6,762	0
Gain on lease modification			6,882	$ 0
Total undiscounted sublease payments			$ 20,681
Corporate Headquarters
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in years)			8 years
Lease renewal term (in years)			8 years
Letters of credit			$ 500			$ 500
Corporate Headquarters \| BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc.
Lessee, Lease, Description [Line Items]
Sublease income to be earned			$ 1,900
Alameda
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in years)			11 years
Lease renewal term (in years)			5 years
Number of renewal options \| tradingDay			2
Rentable area \| ft²	46,000				92,000
Letters of credit			$ 2,900			$ 2,900
Decrease in operating lease liabilities resulting from lease remeasurement	$ (9,900)
Decrease in operating lease right-of-use assets resulting from lease remeasurement	(3,100)
Remaining amount	6,800
Reduction of certain operating expenses	100
Gain on lease modification	6,900
Alameda \| GeneFab
Lessee, Lease, Description [Line Items]
Total undiscounted sublease payments	32,100
Alameda \| GeneFab \| Subsequent Event
Lessee, Lease, Description [Line Items]
Sublease payments reduction fee		$ 1,000
Alameda \| Letter of Credit
Lessee, Lease, Description [Line Items]
Line of credit facility, maximum borrowing capacity	2,000
Letters of credit	$ 800

Stockholders’ Equity - Narrative (Details)					3 Months Ended		15 Months Ended
Stockholders’ Equity - Narrative (Details)	Mar. 20, 2025 USD ($)	Dec. 31, 2024 USD ($) shares	Dec. 09, 2024 USD ($) shares	Dec. 02, 2024 USD ($) $ / shares shares	Mar. 31, 2026 USD ($) vote $ / shares shares	Mar. 31, 2025 USD ($) shares	Mar. 31, 2026 USD ($) vote $ / shares shares	Dec. 31, 2025 $ / shares shares	Mar. 10, 2025 $ / shares shares
Class of Stock [Line Items]
Number of votes per common stock \| vote					1		1
Cash dividends declared and paid, common stock \| $					$ 0
Preferred stock, par value per share (in dollars per share) \| $ / shares					$ 0.0001		$ 0.0001
Common stock, par or stated value (in dollars per share) \| $ / shares					$ 0.0001		$ 0.0001	$ 0.0001
Payment of issuance costs \| $					$ 0	$ 1,924,000
Series A redeemable convertible preferred stock, outstanding (in shares)		21,157			0	0	0	0
Series A redeemable convertible preferred stock, authorized (in shares)					0		0
2025 ATM Agreement
Class of Stock [Line Items]
Maximum aggregate offering price \| $	$ 17,500,000
Sale of stock commission percentage on gross sales	0.030
Number of shares issued (in shares)					0		4,833,477
Price per share (in dollars per share) \| $ / shares					$ 2.38		$ 2.38
Aggregate purchase price \| $							$ 11,500,000
Net proceeds \| $							$ 10,600,000
Private Placement
Class of Stock [Line Items]
Aggregate purchase price \| $			$ 35,200,000
Warrants, number of securities callable by warrants or rights (in shares)				31,735,500
Common stock, par or stated value (in dollars per share) \| $ / shares				$ 0.0001
Exercise price (in dollars per share) \| $ / shares				$ 2.30
Warrant exercise term, on or prior to original issuance date anniversary (in years)				5 years
Warrant exercises, beneficial ownership threshold (in percent)				0.0499
Warrant exercises, stockholder approval threshold (in percent)				0.0999
Warrant exercises, allowable change in threshold percentage				45.00%
Warrant exercises, allowable change in threshold percentage, prior notice term (in days)				61 days
Class of warrant or right, number of securities called by warrants or rights (in shares)			25,069,500
Payment of issuance costs \| $			$ 2,400,000
Private Placement \| Certain Investor
Class of Stock [Line Items]
Aggregate purchase price \| $		$ 9,900,000
Class of warrant or right, number of securities called by warrants or rights (in shares)		6,666,000
Payment of issuance costs \| $		$ 100,000
Private Placement \| Common Stock
Class of Stock [Line Items]
Issuable upon conversion (in shares)				1,000
Shares issued upon conversion									21,157,000
Private Placement \| Common Stock \| Certain Investor
Class of Stock [Line Items]
Warrants, number of securities callable by warrants or rights (in shares)			6,666,000
Private Placement \| Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued (in shares)			16,713
Price per share (in dollars per share) \| $ / shares				$ 0.0001
Number of shares issuable in transaction (in shares)				21,157
Aggregate offering price \| $				$ 47,600,000
Shares issuable (in dollars per share) \| $ / shares				$ 2,250
Conversion price (in dollars per share) \| $ / shares									$ 2.25
Private Placement \| Redeemable Convertible Preferred Stock [Member] \| Certain Investor
Class of Stock [Line Items]
Number of shares issued (in shares)		4,444

Operating Leases - Sublease Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Lessee, Lease, Description [Line Items]
Sublease income - base rent	$ 87	$ 1,417
Sublease income - variable	242	474
Other nonoperating income (expense)	200
Related And Nonrelated Parties
Lessee, Lease, Description [Line Items]
Total sublease income (expense)	329	1,891
Related Party
Lessee, Lease, Description [Line Items]
Total sublease income (expense)	$ 80	1,713
Other nonoperating income (expense)		$ 200

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (4,221)	$ (14,112)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,315	1,204
Depreciation	688	926
Gain on lease modification	(6,762)	0
Other non-cash charges	53	0
Changes in operating assets and liabilities:
Operating lease right-of-use assets	452	542
Accounts payable	(1,891)	357
Accrued expenses and other current liabilities	(324)	(1,119)
Operating lease liabilities	189	(1,093)
GeneFab sublease deferred income - related party	1,964	(147)
Deferred revenue - related party	(16)	0
Other non-current liabilities	59	0
Net cash used in operating activities	(7,481)	(14,050)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment	114	0
Net cash provided by investing activities	114	0
CASH FLOWS FROM FINANCING ACTIVITIES
Taxes paid related to net settlement of stock awards	(118)	0
Payment of issuance costs	0	(1,924)
Proceeds from CIRM Grant	0	1,510
Net cash used in financing activities	(118)	(414)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(7,485)	(14,464)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period	19,948	51,815
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period	12,463	37,351
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Unpaid issuance costs	98	605
Purchases of property and equipment in accounts payable and accrued expenses	0	170
Nonrelated Party
Changes in operating assets and liabilities:
Accounts receivable	151	32
Prepaid expenses and other assets	(99)	(265)
Related Party
Changes in operating assets and liabilities:
Accounts receivable	679	(445)
Prepaid expenses and other assets	$ 282	$ 70

Cash, Cash Equivalents and Restricted Cash - Schedule of Reconciliation Of The Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024
Restricted Cash and Cash Equivalent Item [Line Items]
Cash and cash equivalents	$ 8,935	$ 16,420
Restricted cash	3,528	3,528
Total	12,463	19,948	$ 37,351	$ 51,815
Alameda
Restricted Cash and Cash Equivalent Item [Line Items]
Letters of credit	2,900	2,900
Corporate Headquarters
Restricted Cash and Cash Equivalent Item [Line Items]
Letters of credit	$ 500	$ 500

Operating Leases - Schedule of Maturities of Company’s Sublease Payments (Details) $ in Thousands	Mar. 31, 2026 USD ($)
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity [Abstract]
2026, for the remainder of the year	$ 2,558
2027	2,991
2028	3,071
2029	3,163
2030	3,258
2031	3,356
Thereafter	2,284
Total undiscounted sublease payments	$ 20,681

Other Financial Statement information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Related Party Transaction [Line Items]
Prepaid expenses	$ 1,576	$ 1,340
Deposits	192	315
Nonrelated Party
Related Party Transaction [Line Items]
Prepaid expenses and other current assets	$ 1,768	$ 1,655

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481990/310-10-45-13

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)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-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)(c)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: 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/1943274/2147479134/946-220-S99-1

+ Details

Fair Value Measurements - Narrative (Details) - USD ($)	3 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Aug. 07, 2023
Contingent Consideration Receivable \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of asset			$ 1,800,000
GeneFab \| Equity Option
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability	$ 0	$ 0	$ 9,600,000
GeneFab \| Level 3 \| Equity Option \| Derivative Financial Instruments, Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Change in fair value of liability	0
GeneFab \| Contingent Consideration Receivable \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of asset	0	$ 0
Change in fair value of asset	$ 0

Operating Leases

3 Months Ended

Mar. 31, 2026

Leases [Abstract]

Operating Leases

Lessee Accounting

Operating Lease - HQ Lease

For the Company’s corporate headquarters located in South San Francisco, California, the original lease was entered into between the Company and Britannia Biotech Gateway Limited Partnership (the “HQ Landlord”) in 2021, and amended in May 2019 and June 2020 (the “HQ 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.

Operating Lease - Alameda Lease

For the Alameda facility, the original lease was entered into between the Company and 1430 South Loop Owner, LLC (the “Alameda Landlord”) in 2021 and amended in March 2026 as described below (the “Alameda Lease”). 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.

On March 17, 2026, the Company and the Alameda Landlord entered into the first amendment to the Alameda Lease (the “Alameda Lease Amendment”). Pursuant to the Alameda Lease Amendment, the Company reduced the leased premises from approximately 92,000 rentable square feet to approximately 46,000 rentable square feet. The Alameda Lease Amendment also reduced the Company’s future base rent obligations for the remaining term of the lease and modified certain cost-sharing arrangements with respect to operating expenses, taxes, and utilities. In connection with the Alameda Lease Amendment, the Alameda Landlord is entitled to draw $2.0 million under the Company’s existing letter of credit, and the required letter of credit for the remainder of the lease term was reduced to approximately $0.8 million. In May 2026, the Alameda Landlord drew the $2.0 million under the Company’s letter of credit.

As of the modification date on March 17, 2026, the Company accounted for the Alameda Lease Amendment as a lease modification under ASC 842. The revised lease payments were discounted using an incremental borrowing rate determined as of the modification date, which reflected the Company’s estimated collateralized borrowing rate over a term consistent with the remaining lease term and incorporated updated market inputs, including treasury rates. The resulting rate was substantially consistent with the rate used for the original Alameda Lease. As a result of the remeasurement, the lease liability decreased by $9.9 million. The decrease in the lease liability resulted in a corresponding $3.1 million reduction to the right-of-use asset, representing the carrying value of the asset immediately prior to the modification. The remaining amount of $6.8 million, together with a $0.1 million reduction of certain operating expenses associated with the Alameda Lease Amendment, was recognized as a $6.9 million gain in the condensed consolidated statements of operations and comprehensive loss.

The exercise of the renewal options for both of the HQ Lease and Alameda Lease is not recognized as part of the right-of-use 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.

Operating lease costs are summarized as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Operating lease cost	$	1,220	$	1,288
Variable lease cost (1)	238		280
Short-term lease cost	7		6
Total lease cost	$	1,465	$	1,574

(1)Variable lease costs comprise primarily of common area maintenance charges for the operating leases, which is dependent upon usage.

Supplemental cash flow information related to the leases was as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Supplemental cash flow information:
Operating cash flows used for operating leases	$	(579)	$	(1,839)
Supplemental non-cash information
Decrease in operating lease right-of-use assets resulting from lease remeasurement	$	3,177	$	—
Decrease in operating lease liabilities resulting from lease remeasurement	$	9,939	$	—

Weighted-average remaining lease terms and discount rates were as follows:


	March 31, 2026
Weighted-average remaining lease term (years)	5.5
Weighted-average discount rate	10.3	%

As of March 31, 2026, maturities of lease liabilities were as follows:


	(in thousands)
2026, for the remainder of the year (1)	$	6,090
2027	3,678
2028	3,071
2029	3,163
2030	3,258
2031	3,356
Thereafter	2,276
Total undiscounted lease payments	24,892
Less imputed interest	(5,751)
Total lease liabilities	$	19,141

(1)Amount includes the $2.0 million that the Alameda Landlord was entitled to draw under the Company’s letter of credit pursuant to the Alameda Lease Amendment described above.

Lessor Accounting

GeneFab Subleases - Related Party

GeneFab Alameda Sublease

On August 7, 2023, the Company subleased the Alameda facility to GeneFab under a sublease agreement that was amended in March 2026 as described below (the “GeneFab Alameda Sublease”). The facility supports the clinical manufacturing of the Company’s chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202.

On March 17, 2026, the Company and GeneFab entered into an amendment to the GeneFab Alameda Sublease (the “GeneFab Alameda Sublease Amendment”), and pursuant to which, the subleased premises were reduced to approximately 46,000 rentable square feet. The GeneFab Alameda Sublease Amendment revised the base rent, operating expenses, taxes and utilities owed by GeneFab to equal the amounts owed by the Company under the Alameda Lease Amendment. The GeneFab Alameda Sublease will expire in August 2032. Following the GeneFab Alameda Sublease Amendment, aggregate undiscounted payments to be received by the Company are approximately $32.1 million over the full term of the GeneFab Alameda Sublease, including amounts attributable to periods both before and after the GeneFab Alameda Sublease Amendment.

Landlord Consent

In connection with the Alameda Lease Amendment and GeneFab Alameda Sublease Amendment, on March 17, 2026, the Company entered into a First Amendment to Landlord’s Consent to Sublease (the “Consent Amendment”) with the Alameda Landlord and GeneFab. Pursuant to the Consent Amendment, the Alameda Landlord consented to the GeneFab Alameda Sublease Amendment in exchange for a payment of $1.0 million to the Alameda Landlord by the Company or GeneFab (the “Reduction Fee”). The $1.0 million was paid to the Alameda Landlord by GeneFab in April 2026.

GeneFab HQ Sublease

On June 12, 2024, the Company subleased to GeneFab a portion of the Company’s HQ Lease (the “GeneFab HQ Sublease”). On March 9, 2026, the Company signed an agreement to accelerate the end of the HQ Lease (“GeneFab HQ Sublease Amendment”), effective March 31, 2026. As part of this agreement, GeneFab paid all past-due sublease rent to the Company for the GeneFab HQ Sublease and no longer subleases premises under the HQ Lease from the Company as of March 31, 2026.

BKPBIOTECH and JLSA2 Therapeutics Sublease

The Company subleased a portion of the Company’s HQ Lease to BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc. The subleases commenced in October 2024 and will expire on April 30, 2027. Total undiscounted payments to be received by the Company over the full term of the HQ Lease sublease were approximately $1.9 million. The sublease contains customary events of default, representations, warranties and covenants.

As of March 31, 2026, maturities of the Company’s sublease payments were as follows:


	(in thousands)
2026, for the remainder of the year	$	2,558
2027	2,991
2028	3,071
2029	3,163
2030	3,258
2031	3,356
Thereafter	2,284
Total undiscounted sublease payments	$	20,681

A summary of total sublease income was as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Sublease income - base rent	$	87	$	1,417
Sublease income - variable	242		474
Total sublease income (1)	$	329	$	1,891

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
CURRENT ASSETS
Cash and cash equivalents	$ 8,935	$ 16,420
Total current assets	14,790	23,274
Restricted cash	3,528	3,528
Property and equipment, net	12,100	12,886
Operating lease right-of-use assets	7,818	11,516
Other non-current assets	5	19
TOTAL ASSETS	38,241	51,223
CURRENT LIABILITIES
Accounts payable	1,052	2,943
Accrued expenses and other current liabilities	5,030	5,354
Operating lease liabilities, current	5,891	5,330
GeneFab sublease deferred income - related party	2,268	304
Deferred revenue - related party	27	43
Total current liabilities	14,268	13,974
Operating lease liabilities, non-current	13,250	23,561
Other non-current liabilities	8,158	8,099
TOTAL LIABILITIES	35,676	45,634
Commitments and contingencies (Note 13)
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value; 500,000,000 shares authorized as of both March 31, 2026 and December 31, 2025; 31,144,754 and 30,879,355 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	3	3
Additional paid-in capital	365,355	364,158
Accumulated deficit	(362,793)	(358,572)
TOTAL STOCKHOLDERS’ EQUITY	2,565	5,589
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	38,241	51,223
Nonrelated Party
CURRENT ASSETS
Accounts receivable	172	323
Prepaid expenses and other current assets	1,768	1,655
Related Party
CURRENT ASSETS
Accounts receivable	593	1,272
Prepaid expenses and other current assets	$ 3,322	$ 3,604

Cash, Cash Equivalents and Restricted Cash

3 Months Ended

Mar. 31, 2026

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

The following table is a reconciliation of the cash, cash equivalents and restricted cash:


	March 31,		December 31,
(in thousands)	2026		2025
Cash and cash equivalents	$	8,935	$	16,420
Restricted cash (1)	3,528		3,528
Total	$	12,463	$	19,948

The following table is a summary of our cash equivalents and restricted cash:


	March 31, 2026
(in thousands)	Amortized Cost		Fair Value
Money market funds	$	9,819	$	9,819






Classified as:
Cash equivalents			$	6,291
Restricted cash			$	3,528


	December 31, 2025
(in thousands)	Amortized Cost		Fair Value
Money market funds	$	18,189	$	18,189






Classified as:
Cash equivalents			$	14,661
Restricted cash			$	3,528

As of March 31, 2026 and December 31, 2025, all of the Company’s cash equivalents and restricted cash were marketable securities and no allowance for credit loss was recorded.

Stock-based Compensation - Narrative (Details) - shares		3 Months Ended
Stock-based Compensation - Narrative (Details) - shares	Jan. 01, 2026	Mar. 31, 2026
2022 Employee Stock Purchase Plan (the “2022 ESPP”)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized for issuance under share-based payment arrangement (in shares)	308,793	436,474
2022 Equity Incentive Plan ( the “2022 EIP”)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of additional shares authorized (in shares)	1,543,967
Authorized for issuance under share-based payment arrangement (in shares)		2,131,608
2022 Inducement Plan (the “2022 IN”)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of additional shares authorized (in shares)		2,132,767

- 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 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
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-Topic 718
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Segment Reporting - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Segment Reporting Information [Line Items]
Collaboration revenue - related party	$ 16	$ 0
Research and development	5,281	9,281
General and administrative	6,233	7,116
Gain on lease modification	(6,882)	0
Total operating expenses	4,632	16,397
Loss from operations	(4,616)	(16,397)
Net loss	(4,221)	(14,112)
Related And Nonrelated Parties
Segment Reporting Information [Line Items]
Sublease income	329	1,891
Reportable Segment
Segment Reporting Information [Line Items]
Collaboration revenue - related party	16	0
Depreciation and amortization	688	925
Gain on lease modification	(6,882)	0
Total operating expenses	4,632	16,397
Loss from operations	(4,616)	(16,397)
Interest income	101	394
Net loss	(4,221)	(14,112)
Reportable Segment \| Related And Nonrelated Parties
Segment Reporting Information [Line Items]
Sublease income	329	1,891
Reportable Segment \| Nonrelated Party
Segment Reporting Information [Line Items]
Other expense, net	(35)	0
External services and supplies \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	2,236	6,197
General and administrative	2,694	2,585
Personnel-related expenses, including stock-based compensation \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	1,815	1,744
General and administrative	1,557	1,636
Facilities and other \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	1,011	1,116
General and administrative	$ 1,513	$ 2,194

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Senti Biosciences Holdings, Inc. and its subsidiaries (the “Company” or “Senti”), is a 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. As discussed in Note 15, Subsequent Events under the header “Holding Company Reorganization”, on April 24, 2026, Senti Biosciences, Inc., a Delaware corporation (“Former Senti”), implemented a holding company reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 24, 2026, among Former Senti, the Company and Senti Biosciences Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and direct, wholly owned subsidiary of Senti Holdings, Inc., a Delaware corporation (“Senti Holdings”) and direct, wholly owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Former Senti, with Former Senti continuing as the surviving corporation and a direct, wholly owned subsidiary of Senti Holdings, which is a direct, wholly owned subsidiary of the Company (the “Merger”). Following the Merger, the Company became the successor issuer to Former Senti. Liquidity and Going Concern These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. 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 condensed 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. As of March 31, 2026, the Company has raised aggregate gross proceeds of $368.6 million from the merger in 2022, the issuance of shares of common stock, the issuance of shares of redeemable convertible preferred stock, the issuance of convertible notes, and, to a lesser extent, through collaboration agreements and governmental grants and loans. As of March 31, 2026 and December 31, 2025, the Company had an accumulated deficit of $362.8 million and $358.6 million, respectively. The Company’s net losses were $4.2 million and $14.1 million for the three months ended March 31, 2026 and 2025, respectively. Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its preclinical activities and clinical trials for its product candidates in development. The Company concluded that substantial doubt continued to exist and that the Company’s cash and cash equivalents of $8.9 million as of March 31, 2026, were not sufficient for the Company to continue as a going concern for at least one year from the issuance date of these condensed consolidated financial statements. Based on the Company’s current operating plan and existing unrestricted cash and cash equivalents, the Company has determined that it may not be able to maintain current operations starting as early as the second quarter of 2026. As discussed in Note 15, Subsequent Events, the Company entered into a securities purchase agreement in April 2026 pursuant to which the Company expects to receive gross proceeds of $10.0 million in May 2026 upon the closing of the initial tranche of senior secured convertible notes, subject to the satisfaction of specified closing conditions. Assuming receipt of such funding, the Company currently expects to be able to maintain operations into the third quarter of 2026. Additional funds will be necessary to maintain current operations and to continue research and development activities. The Company’s continued existence is dependent upon management’s ability to raise capital and ultimately develop profitable operations. While management is devoting substantially all of its efforts to developing the Company’s business and raising capital, there can be no assurance that the Company’s efforts will be successful. Moreover, no assurance can be given that management’s actions will result in raising additional financing or profitable operations.

Other Financial Statement information - Schedule of Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liabilities associated with CIRM Grant	$ 7,950	$ 7,950
Other	208	149
Total other non-current liabilities	$ 8,158	$ 8,099

Other Financial Statement information - Narrative (Details) - USD ($) $ in Thousands	Aug. 03, 2024	Mar. 31, 2026	Dec. 31, 2025
Property, Plant and Equipment [Line Items]
Other non-current liabilities		$ 8,158	$ 8,099
California Institute of Regenerative Medicine (“CIRM”) \| Grant
Property, Plant and Equipment [Line Items]
Award amount	$ 8,000
Government assistance, co-funding obligation, amount	$ 4,800
Government assistance, royalty and licensing expense, percentage of revenue (in percent)	0.10%
Government assistance, royalty and licensing expense, per funding received	$ 1,000
Grant transaction duration (in years)	10 years
Original grant amount multiplier	9
Threshold days for repayment	10 days
Government assistance, repayment, interest rate (in percent)	10.00%
Other non-current liabilities		$ 8,000	$ 8,000
California Institute of Regenerative Medicine (“CIRM”) \| Grant \| Minimum
Property, Plant and Equipment [Line Items]
Government assistance, repayment (in percent)	80.00%
California Institute of Regenerative Medicine (“CIRM”) \| Grant \| Maximum
Property, Plant and Equipment [Line Items]
Government assistance, repayment (in percent)	100.00%

Income Tax (Details) - USD ($)	3 Months Ended
Income Tax (Details) - USD ($)	Mar. 31, 2026	Mar. 31, 2025
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

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+ Details

Other Financial Statement information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 25,679	$ 25,943
Less: accumulated depreciation	(13,579)	(13,057)
Property and equipment, net	12,100	12,886
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment at cost	17,748	17,748
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment at cost	7,301	7,565
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment at cost	331	331
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 299	$ 299

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

A summary of the segment loss, including significant expenses, was as noted in the table below.


	Three Months Ended March 31,
(in thousands)	2026		2025
Collaboration revenue - related party	$	16	$	—
Operating expenses:
Research and development:
External services and supplies	2,236		6,197
Personnel-related expenses, including stock-based compensation	1,815		1,744
Facilities and other	1,011		1,116
General and administrative:
Personnel-related expenses, including stock-based compensation	2,694		2,585
Facilities and other	1,557		1,636
External services and supplies	1,513		2,194
Depreciation and amortization	688		925
Gain on lease modification	(6,882)		—

Total operating expenses	4,632		16,397
Loss from operations	(4,616)		(16,397)
Interest income	101		394
Sublease income	329		1,891

Other expense, net	(35)		—
Net loss	$	(4,221)	$	(14,112)

Cash, Cash Equivalents and Restricted Cash - Schedule of Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Cash and Cash Equivalents [Line Items]
Fair Value	$ 9,819	$ 18,189
Money market funds
Cash and Cash Equivalents [Line Items]
Fair Value	3,528	3,528
Money market funds
Cash and Cash Equivalents [Line Items]
Fair Value	6,291	14,661
Money market funds
Cash and Cash Equivalents [Line Items]
Amortized Cost	9,819	18,189
Fair Value	$ 9,819	$ 18,189

- Definition

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2026
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

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

Schedule Of Shares Reserved For Future Issuance

The Company had reserved shares of its common stock for future issuance as follows:


	March 31,	December 31,
	2026	2025
Stock options issued and outstanding	4,848,839	4,863,455
Restricted stock units outstanding	714,571	1,101,825
Common stock shares available for future issuance under equity plans	4,264,375	2,583,937
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”)	436,474	127,681
GeneFab Option	1,963,344	1,963,344
Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock	31,735,500	31,735,500
Total	43,963,103	42,375,742

Income Tax	3 Months Ended
Income Tax	Mar. 31, 2026
Income Tax Disclosure [Abstract]
Income Tax	Income Tax The Company’s income tax provision was zero for each of the three months ended March 31, 2026 and 2025. 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 tax.

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+ Details

Other Financial Statement information (Tables)

3 Months Ended

Mar. 31, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Prepaid expenses	$	1,576	$	1,340
Deposits	192		315

Total prepaid expenses and other current assets	$	1,768	$	1,655

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Leasehold improvements	$	17,748	$	17,748
Lab equipment	7,301		7,565
Furniture and fixtures	331		331
Computer equipment and software	299		299
Property and equipment at cost	25,679		25,943
Less: accumulated depreciation	(13,579)		(13,057)
Property and equipment, net	$	12,100	$	12,886

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Accruals related to:
Employee-related expenses	$	2,367	$	2,365
Clinical trials	1,677		2,070
Professional and other service fees	843		846
Other current liabilities	143		73
Total accrued expenses and other current liabilities	$	5,030	$	5,354

Schedule of Other Noncurrent Liabilities

Other non-current liabilities consisted of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Liabilities associated with CIRM Grant	$	7,950	$	7,950
Other	208		149
Total other non-current liabilities	$	8,158	$	8,099

Operating Leases - Schedule of Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Leases [Abstract]
Operating cash flows used for operating leases	$ (579)	$ (1,839)
Decrease in operating lease right-of-use assets resulting from lease remeasurement	3,177	0
Decrease in operating lease liabilities resulting from lease remeasurement	$ 9,939	$ 0
Weighted-average remaining lease term (years)	5 years 6 months
Weighted-average discount rate	10.30%

Organization and Description of Business (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 27, 2026	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Product Information [Line Items]
Cash acquired through reverse recapitalization		$ 368,600
Retained earnings (accumulated deficit)		(362,793)		$ (358,572)
Net loss		(4,221)	$ (14,112)
Cash and cash equivalents		$ 8,935		$ 16,420
Subsequent Event \| Private Placement \| Celadon Partners SPV 24 (“Celadon”)
Product Information [Line Items]
Aggregate offering price	$ 60,000
Senior Secured Convertible Notes, Initial Notes \| Subsequent Event \| Private Placement \| Celadon Partners SPV 24 (“Celadon”)
Product Information [Line Items]
Aggregate offering price	$ 10,000

Other Financial Statement information - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Employee-related expenses	$ 2,367	$ 2,365
Clinical trials	1,677	2,070
Professional and other service fees	843	846
Other current liabilities	143	73
Total accrued expenses and other current liabilities	$ 5,030	$ 5,354

Stockholders’ Equity

3 Months Ended

Mar. 31, 2026

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 redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company. Through March 31, 2026, no cash dividends have been declared or paid.

2025 ATM Agreement

On March 20, 2025, the Company entered into a Sales Agreement (the “2025 ATM Agreement”) with Leerink Partners LLC (“Leerink Partners”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, up to a maximum aggregate offering price of $17.5 million of its common stock through Leerink Partners as its sales agent. Under the 2025 ATM Agreement, the Company is not obligated to sell any shares, and either party may suspend or terminate the offering of common stock upon notice to the other party and subject to certain conditions. Leerink Partners will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market, to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. The Company pays Leerink Partners a commission of equal to 3.0% of the gross proceeds of any shares of common stock sold, and has agreed to reimburse certain fees and disbursements and provide Leerink Partners with customary indemnification and contribution rights. For the three months ended March 31, 2026 and 2025, no shares had been issued under the 2025 ATM Agreement. To date of March 31, 2026, the Company sold $4,833,477 shares of common stock under the 2025 ATM Agreement at a weighted average price of $2.38 per share, resulting in gross proceeds of $11.5 million and net proceeds of $10.6 million after sales agent commissions and offering costs.

Private Placement

The Board of Directors has 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 certificate of designation. Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions.

On December 2, 2024, the Company entered into a securities purchase agreement with certain investors in which the Company agreed to sell, in a private placement (the “Offering”), (i) up to 21,157 shares of Series A redeemable convertible preferred stock, par value $0.0001 per share, for an aggregate offering price of $47.6 million and (ii) accompanying warrants to purchase up to 31,735,500 shares of common stock, par value $0.0001 per share. Each share of Series A redeemable convertible preferred stock was issued at $2,250.00 per share and, subject to Stockholder Approval (defined below), was convertible into 1,000 shares of common stock. Each Warrant has an exercise price per share of $2.30. The Warrants are exercisable at any time on or after the Stockholder Approval and on or prior to the five year anniversary of the original issuance date. A holder of a Warrant may not exercise the Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of the common stock outstanding immediately after giving effect to such exercise. A holder of a Warrant may increase or decrease this percentage not in excess of 45% by providing at least 61 days’ prior notice to the Company.

On December 9, 2024, the Company closed the initial tranche of the Offering, in which the Company issued 16,713 shares of Series A redeemable convertible preferred stock and Warrants to purchase 25,069,500 shares of common stock for net proceeds of $35.2 million, net of issuance costs of $2.4 million. Additionally, an investor had the option to purchase up to an additional 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock at a subsequent closing. On December 31, 2024, the Company closed the second tranche of the Offering, in which the Company issued 4,444 shares of Series A

redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock for net proceeds of $9.9 million, net of issuance costs of $0.1 million.

On March 6, 2025, at a special meeting of the Company’s stockholders, the stockholders approved the issuance of common stock in accordance with Nasdaq Listing Rule 5635 upon (i) conversion of Series A redeemable convertible preferred stock and (ii) the exercise of warrants to purchase shares of common stock. Subsequently, on March 10, 2025, the Company converted the outstanding shares of Series A redeemable convertible preferred stock into 21,157,000 shares of common stock, at the conversion price of $2.25 per share, subject to the terms and limitations contained in the Certificate of Designation.

The Company had no convertible preferred stock authorized or outstanding as of March 31, 2026 and December 31, 2025.

The Company had reserved shares of its common stock for future issuance as follows:


	March 31,	December 31,
	2026	2025
Stock options issued and outstanding	4,848,839	4,863,455
Restricted stock units outstanding	714,571	1,101,825
Common stock shares available for future issuance under equity plans	4,264,375	2,583,937
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”)	436,474	127,681
GeneFab Option	1,963,344	1,963,344
Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock	31,735,500	31,735,500
Total	43,963,103	42,375,742

- Definition

The entire disclosure for equity.

+ References

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+ Details

Related Parties	3 Months Ended
Related Parties	Mar. 31, 2026
Related Party Transactions [Abstract]
Related Parties	GeneFab Transaction On August 7, 2023, the Company entered into a framework agreement (the “GeneFab Framework Agreement”) with GeneFab and Valere Bio, Inc. (“Valere”), a Delaware corporation and the parent company of GeneFab, which is wholly owned by Celadon Partners, LLC (“Celadon Partners”), 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 Alameda facility and certain of the Company’s non-oncology license rights, intellectual property related to the schematics for and design of the Alameda facility. The original lease for the Alameda facility was entered into between the Company and 1430 South Loop Owner, LLC (the “Landlord”) in 2021 (the “Alameda Lease”). On August 7, 2023, the Company subleased the Alameda facility to GeneFab in connection with the GeneFab Framework Agreement described above (the “GeneFab Alameda Sublease”). On March 17, 2026, both of the Alameda Lease and GeneFab Alameda Sublease were amended as described in Note 5. Operating Leases. On August 7, 2023, the Company and GeneFab also entered into a development and manufacturing services agreement (the “DMSA”), pursuant to which GeneFab will provide certain services to the Company using the subleased Alameda facility and acquired equipment. The Company also 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 August 7, 2023 (the “Transition Services Agreement”). On December 10, 2024, in connection with the private placement described in further detail in Note 6. Stockholders’ Equity, the Company and GeneFab entered into an amended and restated DMSA (the “2024 Amended and Restated DMSA”). On June 12, 2024, the Company subleased to GeneFab a portion of the Company’s HQ Lease as defined in Note 5. Operating Leases, and this sublease is referred to as the “GeneFab HQ Sublease”. On March 9, 2026, the Company signed an agreement to accelerate the end of the GeneFab HQ Sublease (“GeneFab HQ Sublease Amendment”), effective March 31, 2026. Refer to Note 5. Operating Leases for details of the GeneFab HQ Sublease Amendment. On March 17, 2026, the Company entered into a letter agreement with GeneFab (the “GeneFab Letter Agreement”) in connection with the lease and sublease amendments described in Note 5. Operating Leases. The GeneFab Letter Agreement provides for a $1.4 million back rent payment from GeneFab that may be satisfied, in whole or in part, through a cash prepayment credit to be applied toward work or services to be performed by GeneFab for the Company under the 2024 Amended and Restated DMSA, that the Company may access such prepayment credit immediately and that any unpaid portion must be paid in immediately available funds by September 1, 2026. The GeneFab Letter Agreement further provides that the Company may access $2.0 million as a prepayment credit to be applied toward work or services to be performed by GeneFab for the Company under the 2024 Amended and Restated DMSA beginning September 1, 2026. This prepayment credit represents a portion of the agreed-upon settlement of past-due sublease rent. GeneFab’s failure to perform its obligations with respect to the outstanding rent or the $2.0 million prepayment credit constitutes an immediate event of default under the GeneFab Alameda Sublease Amendment (defined in Note 5). The GeneFab Letter Agreement terminates automatically once the applicable prepayment credits have been fully applied. GeneFab prepaid expenses - related party Under the GeneFab Framework Agreement entered into on August 7, 2023, the total consideration in connection with the transaction was $37.8 million, of which $18.9 million was received by the Company on August 7, 2023 and such payment was netted against prepayment due to GeneFab for future manufacturing and research activities under the DMSA. The $18.9 million was initially recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets in 2023. On December 10, 2024, the Company agreed to make an additional advance payment of $10.0 million to GeneFab under the 2024 Amended and Restated DMSA, of which $6.0 million and $4.0 million was paid in December 2024 and January 2025, respectively. In June 2025, the Company made an additional advance payment of $2.5 million to GeneFab for additional work as part of the 2024 Amended and Restated DMSA. In March 2026, based on the GeneFab Letter Agreement, past-due rent of $3.4 million related to the GeneFab Alameda Sublease was converted into an additional prepaid expense for additional work under the 2024 Amended and Restated DMSA. As of March 31, 2026, $3.3 million of these prepayments were remaining to be amortized against future manufacturing and research activities, which was recorded in GeneFab prepaid expenses - related party on the condensed consolidated balance sheets. GeneFab Economic Share On August 7, 2023, 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 10% 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 in ASC 825, Financial Instruments, and the GeneFab Economic Share was recorded as an asset in GeneFab Economic Share - related party on consolidated balance sheet at its fair value of $1.8 million on August 7, 2023. As of March 31, 2026 and December 31, 2025, the Company determined that the fair value of the GeneFab Economic Share was zero. Changes in fair value of the GeneFab Economic Share are reported as a component of other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 10. Fair Value Measurements. In April 2026, in connection with the Securities Purchase Agreement described in to Note 15, Subsequent Events, the Company and Celadon entered into a Termination and Release Agreement. Pursuant to this agreement, the GeneFab Economic Share has been terminated as of April 2026. GeneFab Option GeneFab was granted an option to purchase up to 1,963,344 shares (i.e. up to $20.0 million worth) of the Company’s common stock at a per share purchase price of $10.18670 (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 August 7, 2023. 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 in GeneFab Option - related party on the condensed consolidated balance sheet at its fair value of $9.6 million on August 7, 2023. As of March 31, 2026 and December 31, 2025, the Company determined that the fair value of the GeneFab Option was zero. The GeneFab Option was 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 10. Fair Value Measurements. In April 2026, in connection with the Securities Purchase Agreement described in to Note 15, Subsequent Events, the Company and Celadon entered into a Termination and Release Agreement. Pursuant to this agreement, the GeneFab Option has been terminated as of April 2026. Consolidation and Related Party The Company determined that GeneFab is a variable interest entity since its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. The Company performs a qualitative analysis at each reporting date to determine if it is the primary beneficiary of GeneFab. Based on this assessment, the Company has determined that it does not have the power to direct the activities of GeneFab that most significantly impact GeneFab’s economic performance. Accordingly, the Company has concluded that it is not the primary beneficiary and therefore does not consolidate GeneFab. There were no material changes to the Company’s involvement with GeneFab during the three months ended March 31, 2026 that would have resulted in a change to this conclusion. GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850. Refer to Note 12. Related Parties for GeneFab related party considerations. Related Parties NEA New Enterprise Associates, Inc. (“NEA”) held 12.1% and 12.2% shares of the outstanding share of the Company’s common stock as of March 31, 2026 and December 31, 2025, respectively. NEA held one of the eight seats on the Board of Directors as of March 31, 2026 and December 31, 2025. As part of the private placement in December 2024 (Note 6), NEA is also entitled to designate one additional director to the Board of Directors. Celadon Partners, LLC Celadon Partners LLC (“Celadon Partners”) held 31.4% and 31.7% shares of the outstanding share of the Company’s common stock as of March 31, 2026 and December 31, 2025, respectively, and is considered a related party to the Company. Celadon Partners is the parent company of Valere Bio, of which GeneFab is a wholly-owned subsidiary. As part of the private placement in December 2024 (Note 6), Donald Tang, a founder and manager of Celadon, was appointed to the Board of Directors. Celadon Partners also was entitled to designate two additional directors to the Board of Directors, which were filled upon Feng Hsiung and Bryan Baum being appointed in March 2025 and July 2025, respectively. As of March 31, 2026, Celadon Partners held three of the eight seats on the Board of Directors. On April 27, 2026, the Company entered into a securities purchase agreement with an accredited investor affiliated with Celadon Partners. Refer to Note 15, Subsequent Events for details. Bayer Healthcare LLC Bayer, Healthcare, LLC (“Bayer”) held 9.0% and 19.9% shares of the outstanding share of the Company’s common stock as of March 31, 2026 and December 31, 2025, respectively, and is considered a related party to the Company. Bayer is the parent company of BlueRock Therapeutics LP (“BlueRock”). The Company and BlueRock entered a collaboration and option agreement (“BlueRock Agreement”) in May 2021, pursuant to which the Company and BlueRock, on a program-by-collaboration program basis, collaborate in many aspects for the development of certain therapy products. The Company was 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 three-year research term. The Company completed the initial research plan and related activities in May 2024. 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. As of March 31, 2026, Bayer has not exercised its option for a license. For the three months ended March 31, 2026, the Company recognized collaboration revenue with Bayer of less than $0.1 million in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2026 and December 31, 2025, deferred revenue with Bayer of less than $0.1 million was recorded in the condensed consolidated balance sheets. These amounts relate to an option exercise period extension fee under the BlueRock Agreement. GeneFab As a result of the transaction with GeneFab (Note 3), GeneFab supports the Company’s clinical manufacturing of its CAR-NK programs, including SENTI-202. GeneFab’s Chief Executive Officer, Philip Lee, Ph.D., was the former Co-Founder and Chief Technology Officer of the Company. The Company determined GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures (“ASC 850”). Refer to Note 3. GeneFab Transaction for the financial assets and liabilities recorded on the condensed consolidated balance sheets related to GeneFab. As of March 31, 2026, GeneFab subleased the facility included in the Alameda lease from the Company. Refer to Note 5. Operating Leases for the sublease discussion. The Company incurred certain costs on behalf of GeneFab under a transition services agreement, and reimbursement of such costs was due from GeneFab. As of March 31, 2026 and December 31, 2025, the Company recorded $0.6 million and $0.5 million, respectively, in GeneFab receivable - related party on the condensed consolidated balance sheet. The Company’s research and development expenses under the services agreement was $0.3 million and $4.1 million for the three months ended March 31, 2026 and 2025, respectively. Refer to Note 3. GeneFab Transaction.

- Definition

+ References

+ Details

Stockholders’ Equity - Schedule Of Shares Reserved For Future Issuance (Details) - shares	Mar. 31, 2026	Dec. 31, 2025
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	43,963,103	42,375,742
Stock options issued and outstanding
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	4,848,839	4,863,455
Restricted stock units outstanding
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	714,571	1,101,825
Common stock shares available for future issuance under equity plans
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	4,264,375	2,583,937
Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”)
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	436,474	127,681
GeneFab Option
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	1,963,344	1,963,344
Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	31,735,500	31,735,500

- 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

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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2026
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Holding Company Reorganization On April 1, 2026, Former Senti announced plans to implement the Reorganization. On April 24, 2026, Former Senti completed the Reorganization pursuant the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into Former Senti, with Former Senti continuing as the surviving corporation and a direct, wholly owned subsidiary of Senti Holdings, a direct, wholly owned subsidiary of the Company. Following the Merger, the Company became the successor issuer to Former Senti pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended. At the effective time of the Reorganization, each issued and outstanding share of Former Senti’s common stock was automatically converted into an equivalent corresponding share of the Company’s common stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding shares of Former Senti’s common stock. Immediately following the Reorganization, the Company had, on a consolidated basis, the same assets, businesses and operations as Former Senti had immediately prior to the Reorganization, and the directors and executive officers of the Company were the same as those of Former Senti immediately prior to the Reorganization. Shares of the Company’s common stock continue to trade on The Nasdaq Capital Market under the symbol “SNTI.” The Company evaluated the Reorganization in accordance with ASC 855, Subsequent Events, and concluded that it represents a non-recognized subsequent event. Accordingly, no adjustments have been made to the condensed consolidated financial statements as of and for the three months ended March 31, 2026. Securities Purchase Agreement and the Notes Securities Purchase Agreement On April 27, 2026, the Company, Senti Holdings, and Former Senti, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with one accredited investor (the “Investor”). The Investor is an entity affiliated with Celadon Partners SPV 24 (“Celadon”) and Celadon Partners, which is one of the Company’s related parties and largest stockholder as discussed in Note 12. Related Parties. Pursuant to the Securities Purchase Agreement, Senti Holdings agreed to issue and sell, and Celadon agree to purchase, in a private placement up to $40.0 million in aggregate principal amount of its Senior Secured Convertible Notes (the “Notes”) in up to two tranches, subject to the satisfaction of certain specified closing conditions. The terms of the Notes are described below in the section titled “The Notes”. Pursuant to the Securities Purchase Agreement, the first tranche consists of $10.0 million in aggregate principal amount of the Notes that are to be issued (the “Initial Notes”), subject to the satisfaction of certain specified closing conditions, which include, but are not limited to, that Former Senti shall have consummated its holding company reorganization as described above in the section titled “Holding Company Reorganization”, which was consummated on April 24, 2026. Pursuant to the Securities Purchase Agreement, the second tranche may consist of up to $30.0 million in aggregate principal amount of the Notes that are to be issued after the first tranche (the “Additional Notes”), subject to (1) Celadon’s discretionary election and (2) the satisfaction of certain specified closing conditions. The Company will not be obligated to issue any Additional Notes unless the parties shall have executed, within thirty days of the closing of the Initial Notes, definitive documents for a potential transaction (the “CVR Transaction”) pursuant to which, if consummated, an entity affiliated with Celadon would merge with and into Senti Holdings and Senti Holdings would issue a contingent value right (a “CVR”) to the Company’s stockholders, which may pay out up to an aggregate of $60.0 million in cash subject to the achievement of certain regulatory and sales milestones with respect to the Company’s product candidate, SENTI-202. Senti Holdings agreed to several covenants in the Securities Purchase Agreement, including, but not limited to: •The Company agreed to use substantially all of the net proceeds from the sale of the Notes for general corporate purposes and to advance CMC and clinical trials for their product candidate, SENTI-202; •Senti Holdings agreed to pay Celadon 3.0% of the aggregate principal amount of the Notes purchased at a closing by Celadon and any purchaser of Notes brought in by Celadon; •Senti Holdings and the Company each agreed to certain limitations on their ability to issue securities; and •As promptly as practicable, the Company agreed to solicit the approval of its stockholders at a meeting to be held not later than August 31, 2026 to approve the Company’s issuance of shares of its common stock underlying the Notes without giving effect to the Exchange Cap (as defined below) (the “Issuance Approval”), and Celadon agreed to vote in support of such proposal. The Securities Purchase Agreement also included certain customary representations and warranties with respect to the Company, Senti Holdings and the Investor. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties therein, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding its terms, and not to provide investors with any other factual information regarding the Company, Senti Holdings or their business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC. If the closing of the Initial Notes does not occur with respect to an Investor on or before fifteen business days from the date of entry into the Securities Purchase Agreement due to a failure to satisfy the closing conditions set forth in the Securities Purchase Agreement, the non-breaching party has the option to terminate the Securities Purchase Agreement with respect to such breaching party by delivering a written notice to that effect. In the case of such termination, Senti Holdings would remain obligated to reimburse Celadon or its designee for certain expenses. The Notes The Notes are to be issued directly to their holders (the “Holders”) and are Senti Holding’s senior, secured indebtedness and are to be guaranteed by the Company and all its direct and indirect subsidiaries (other than Senti Holdings) pursuant to a Guarantee (the “Guarantee”) in favor of the Investor. The Notes will be secured by a first priority lien, subject to certain permitted liens, in all of the current and future assets of Senti Holdings, the Company and all direct and indirect subsidiaries of Senti Holdings, subject to certain customary exclusions. The Notes will not bear any interest unless an event of default has occurred. If issued, the Notes will have a maturity date (the “Maturity Date”) on the date that is the first business day immediately following the date that is six months after the closing date of the Initial Notes. The Maturity Date may be extended at the option of a Holder (i) if there is an event of default occurring on the Maturity Date or any event that, with the passage of time and the failure to cure would result in an event of default and (ii) through the date that is ten business day after the consummation of a change of control that is publicly announced or of which the Holder received notice pursuant to the Notes. On the Maturity Date, if the Notes have not previously been converted or exchanged, Senti Holdings is required to pay the Holder an amount in cash equal to 200% of all outstanding principal and accrued and unpaid interest. After issuance, a Holder may convert its Note for shares of Senti Holdings common stock at an initial conversion price of $0.6261 per share (the “Conversion Price”), which is subject to customary adjustments upon the occurrence of events specified in the Notes. If Celadon (assuming it still holds the Notes) and the holders of the Notes representing at least a majority of the aggregate principal amount of the Notes then outstanding (the “Required Holders”) deliver a notice to convert at least a majority of the aggregate principal amount of the Notes then outstanding or the Company consummates the potential CVR Transaction, then the Company shall have the right to convert the remaining outstanding Notes. After issuance, the Notes may also be exchanged for shares of Company common stock at an initial exchange price of $0.6261 per share ( the “Exchange Price”), subject to customary adjustments upon the occurrence of events specified in the Notes. If, after the Issuance Approval, the Required Holders exchange a majority of the aggregate principal amount of the Notes then outstanding or the Company consummates the potential CVR Transaction, then the Company shall have the right (but not the obligation) to require all remaining outstanding Notes to be exchanged. At the election of a Holder, its Note may be subject to a beneficial ownership limitation. In the case of such an election, the Holder shall choose a maximum percentage (up to 19.99%), and it will not have the right to receive any shares of the Company’s common stock pursuant to the terms of the Note upon exchange that would exceed such maximum percentage. The selected maximum percentage may be increased or decreased upon sixty-one days of notice. In addition, in accordance with the rules of the Nasdaq Stock Market, the Company is not obligated to issue any shares of its common stock upon exchange beyond 19.99% of the Company’s common stock outstanding as of the date of the Securities Purchase Agreement (the “Exchange Cap”) prior to the Issuance Approval. If the Company fails to timely deliver shares of its common stock upon exchange, the Holder will have buy-in rights requiring the Issuer to pay cash equal to the Holder’s total purchase price for shares purchased in the market to cover such failure. The Conversion Price and Exchange Price are each subject to full-ratchet anti-dilution adjustment upon certain issuances of common stock at a price below the then-effective Conversion Price or Exchange Price (a “Dilutive Issuance”), in which case the applicable Conversion Price or Exchange Price will be reduced to the price per share of such Dilutive Issuance. The Notes contain customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, and changes in the business. The Notes contain several customary events of default. In the case of events of default that relate to bankruptcy, the Company is required to redeem the Notes in cash, and in the case of other events of default, the Holders may require the Company to redeem their Notes in cash. The redemption price is the greater of (i) 200% of the outstanding principal amount of the Notes and (ii) the product of (x) the principal amount being redeemed and (y) the quotient obtained by dividing the greatest closing sale price of the Issuer common stock during the event of default by the lowest exchange price during such period. While any event of default is occurring, interest will accrue at an annual rate of 12.0%. Registration Rights Agreement As a closing condition to issuances of Notes under the Securities Purchase Agreement, the Company and Former Senti expect to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor. Upon entry into the Registration Rights Agreement, as reasonably practicable following any issuance of the Notes, but, in any event, not later than thirty days thereafter (the “Filing Date”) the Company would agree to file one or more resale registration statements on Form S-3 (or another appropriate form if Form S-3 is not available) providing for the resale by the Investor of the shares of common stock issuable upon exchange of the Notes (the “Registrable Shares”), and to use commercially reasonable efforts to cause any such resale registration statement to be declared effective as soon as practicable but in any event no later than the earlier of (a) the seventy-fifth calendar day following the Filing Date of such registration statement if the SEC notifies the Company that it will “review” the registration statement and (b) the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review. The Company will further agree to take all steps necessary to keep any such registration statement effective at all times until all Registrable Shares have been resold, or there remain no Registrable Shares. Voting Agreement Pursuant to the Securities Purchase Agreement, the Company has agreed to seek stockholder approval of (i) the potential CVR Transaction and (ii) the Issuer’s issuance of shares of its common stock underlying the Notes without giving effect to the Exchange Cap. In connection with the obligation to seek such stockholder approval and as a condition to the issuance of Notes under the Securities Purchase Agreement, the Company expects to entered into a voting agreement (the “Voting Agreement”) with directors and executive officers of the Company as well as Celadon, pursuant to which these parties agreed to vote all shares of the Company’s common stock they hold in favor of each stockholder proposal. The Company evaluated the Securities Purchase Agreement and the Notes in accordance with ASC 855, Subsequent Events, and determined that it represents a non-recognized subsequent event. Accordingly, no amounts have been recognized in the condensed consolidated financial statements as of and for the three months ended March 31, 2026.

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Collaboration revenue - related party	$ 16	$ 0
Operating expenses:
Research and development (including related party costs of $282 and $4,070 for the three months ended March 31, 2026 and 2025, respectively)	5,281	9,281
General and administrative	6,233	7,116
Gain on lease modification	(6,882)	0
Total operating expenses	4,632	16,397
Loss from operations	(4,616)	(16,397)
Other income:
Interest income	101	394
Other income, net	200
Total other income	395	2,285
Net loss	(4,221)	(14,112)
Comprehensive loss	$ (4,221)	$ (14,112)
Net loss per share, basic (in dollars per share)	$ (0.14)	$ (1.41)
Net loss per share, diluted (in dollars per share)	$ (0.14)	$ (1.41)
Weighted-average number of shares used in computing net loss per share, basic (in shares)	30,971,573	10,012,908
Weighted-average number of shares used in computing net loss per share, diluted (in shares)	30,971,573	10,012,908
Related Party
Operating expenses:
Research and development (including related party costs of $282 and $4,070 for the three months ended March 31, 2026 and 2025, respectively)	$ 282	$ 4,070
Other income:
GeneFab sublease income - related party	80	1,713
Other income, net		200
Nonrelated Party
Other income:
Other income, net	$ 214	$ 178

Segment Reporting

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Segment Reporting

The Company views operations and manages the business as one operating and reportable segment, which is the research and development of the Company’s gene circuit platform. The Company’s Chief Operating Decision Maker (the “CODM”), its Chief Executive Officer, manages and allocates resources on a consolidated basis.

As of March 31, 2026 and December 31, 2025, the Company’s cash and cash equivalents were $8.9 million and $16.4 million, respectively.

A summary of the segment loss, including significant expenses, was as noted in the table below.


	Three Months Ended March 31,
(in thousands)	2026		2025
Collaboration revenue - related party	$	16	$	—
Operating expenses:
Research and development:
External services and supplies	2,236		6,197
Personnel-related expenses, including stock-based compensation	1,815		1,744
Facilities and other	1,011		1,116
General and administrative:
Personnel-related expenses, including stock-based compensation	2,694		2,585
Facilities and other	1,557		1,636
External services and supplies	1,513		2,194
Depreciation and amortization	688		925
Gain on lease modification	(6,882)		—

Total operating expenses	4,632		16,397
Loss from operations	(4,616)		(16,397)
Interest income	101		394
Sublease income	329		1,891

Other expense, net	(35)		—
Net loss	$	(4,221)	$	(14,112)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2026
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These interim financial statements have been prepared in accordance with U.S. GAAP for interim financial information and include all adjustments consisting of normal recurring adjustments that the management of the Company believes are necessary for a fair presentation of the periods presented and are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period. 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 Holdings, 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed 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, and the determination of the Company’s 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 that are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits. As of March 31, 2026 and 2025, the Company has not experienced any credit losses in such accounts or investments. Concentration of Business Risk The Company is subject to concentrations of business risk arising from its reliance on a limited number of counterparties and arrangements that are critical to its operations. The Company currently depends on GeneFab LLC (“GeneFab”) as its sole contract manufacturer for the clinical-scale production of its product candidates. As a result, the Company’s development activities and timelines are dependent on GeneFab’s continued ability to perform manufacturing services in accordance with contractual requirements. Any disruption in GeneFab’s operations, financial condition, or ability to perform could have a material adverse affect on the Company’s research and development activities and may require the Company to identify and qualify alternative manufacturing vendors, which could result in increased costs and delays in the Company’s clinical trial timelines. In addition, the Company has business risk concentrated in its real estate lease arrangements. The Company has operating lease obligations under the Alameda Lease (as defined in Note 3), which represents the Company’s most significant lease liability on the condensed consolidated balance sheets as of March 31, 2026. The Company has subleased the Alameda Lease to GeneFab. Accordingly, the Company’s ability to mitigate the cash outflows associated with these lease obligations is dependent on GeneFab’s performance under the sublease arrangements. The Company remains obligated to satisfy its lease commitments to the landlord regardless of the performance of its subtenant. Unaudited Interim Condensed Consolidated Financial The accompanying interim condensed consolidated financial statements and the related footnotes 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, 2026 and its results of operations for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or any other period. The December 31, 2025 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual consolidated 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, 2025 and the related notes included in the Company’s Form 10-K, filed with the SEC on March 27, 2026, 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, 2026, 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, 2025. Recent Accounting Standards In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires disclosures about significant expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses, along with qualitative descriptions of certain other types of expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosure, but does not expect this update to have a material impact on the Company’s condensed consolidated financial statements other than additional information that will be provided in the footnote disclosure. In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance in U.S. GAAP about accounting for government grants received by business entities and clarifies the appropriate accounting in an effort to reduce diversity in practice, and increase consistency of application across business entities. This guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Adoption of this ASU can be applied using a modified prospective approach, a modified retrospective approach, or a retrospective approach. The Company is currently evaluating the impact of adopting ASU 2025-10 and does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 and does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements, which addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this ASU are not intended to result in significant changes for most entities. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-12 and does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements.

Fair Value Measurements

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

Fair Value Measurements


	March 31, 2026
(in thousands)	Fair Value		Level 1
Assets
Money market funds	$	9,819	$	9,819

Total assets measured at fair value	$	9,819	$	9,819


	December 31, 2025
(in thousands)	Fair Value		Level 1
Assets
Money market funds	$	18,189	$	18,189

Total assets measured at fair value	$	18,189	$	18,189

Assets Classified as Level 3

GeneFab Economic Share

The fair value of the GeneFab Economic Share is based on significant unobservable inputs. 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. As of March 31, 2026 and December 31, 2025, the Company determined that the fair value of the GeneFab Economic Share was zero due to the low probability of the events triggering the payment underlying the GeneFab Economic Share. For the three months ended March 31, 2026, there was no change in fair value for the GeneFab Economic Share.

In April 2026, in connection with the Securities Purchase Agreement described in to Note 15, Subsequent Events, the Company and Celadon entered into a Termination and Release Agreement. Pursuant to this agreement, the GeneFab Economic Share has been terminated as of April 2026.

Liabilities Classified as Level 3

GeneFab Option

The fair value of the GeneFab Option is based on significant unobservable inputs. In determining the fair value of the GeneFab Option, the Company used a Black-Scholes option pricing model. As of March 31, 2026 and December 31, 2025, the Company determined that the fair value of the GeneFab Option was zero due to the probability that a suitable license agreement, which is a condition of GeneFab obtaining the Option, would not be signed. For the three months ended March 31, 2026, there was no change in fair value for the GeneFab Option.

- 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

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+ Details