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as of 10-01-2026 1:29pm EST

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Senti Biosciences Holdings Inc, formerly known as Senti Biosciences Inc, is a clinical-stage biotechnology company developing cell and gene therapies using its gene circuit platform for patients with incurable diseases. Its gene circuits, created from proprietary DNA sequences, are designed to reprogram cells to sense, compute, and respond to cellular environments. Its product candidates are to kill cancer cells, spare healthy cells, increase specificity, and control drug expression. Its candidate, SENTI-202, is a logic-gated off-the-shelf CAR-NK cell therapy for blood cancers, currently in a Phase 1 clinical trial in the United States and Australia for relapsed or refractory hematological malignancies, including Acute Myeloid Leukemia (AML).

Founded: 2016 Country:
United States
United States
Employees: N/A City: SOUTH SAN FRANCISCO
Market Cap: 10.4M IPO Year: 2021
Target Price: $13.50 AVG Volume (30 days): 306.8K
Analyst Decision: Buy Number of Analysts: 2
Dividend Yield:
N/A
Dividend Payout Frequency: N/A
EPS: -0.55 EPS Growth: 77.31
52 Week Low/High: $0.29 - $2.88 Next Earning Date: 11-12-2026
Revenue: N/A Revenue Growth: -100.00%
Revenue Growth (this year): 127.27% Revenue Growth (next year): N/A
P/E Ratio: -0.55 Index: N/A
Free Cash Flow: -43640000.0 FCF Growth: N/A

Earnings Transcripts

SEC 8-K filings with transcript text

View All
2026
Q2

Q2 2026 Earnings

8-K SELL

Jul 15, 2026 · 100% conf.

AI Prediction SELL

1D

-2.01%

$0.57

Act: -20.76%

5D

-6.85%

$0.54

Act: -24.06%

20D

+1.03%

$0.59

Price: $0.58 Prob +5D: 0% AUC: 1.000
0001628280-26-048248

SEC.gov | Request Rate Threshold Exceeded

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Reference ID: 0.ce06d217.1784334361.a75e3bf3

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2026
Q1

Q1 2026 Earnings

8-K

May 14, 2026

0001628280-26-034834

SEC.gov | Request Rate Threshold Exceeded

U.S. Securities and Exchange Commission

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Reference ID: 0.ce06d217.1784334363.a75e5c6f

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Internet Security Policy

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2025
Q4

Q4 2025 Earnings

8-K

Mar 27, 2026

0001628280-26-021578

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Reference ID: 0.ce06d217.1784334365.a75e7d33

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Internet Security Policy

By using this site, you are agreeing to security monitoring and auditing. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users.

Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030).

To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests.

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2025
Q3

Q3 2025 Earnings

8-K BUY

Nov 13, 2025 · 100% conf.

AI Prediction BUY

1D

+3.70%

$1.86

Act: -10.06%

5D

+4.04%

$1.86

Act: +1.12%

20D

+16.64%

$2.09

Act: -26.82%

Price: $1.79 Prob +5D: 100% AUC: 1.000
0001628280-25-052083

snti-202511130001854270FALSE00018542702025-11-132025-11-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2025


SENTI BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)


Delaware001-4044086-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per shareSNTIThe Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On November 13, 2025, Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated November 13, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:November 13, 2025 By:/s/ Timothy Lu Name:Timothy Lu, M.D., Ph.D. Title:Chief Executive Officer and President

2025
Q2

Q2 2025 Earnings

8-K

Aug 7, 2025

0001854270-25-000088

snti-202508070001854270FALSE00018542702025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025


SENTI BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)


Delaware001-4044086-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per shareSNTIThe Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2025, Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated August 7, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:August 7, 2025By:/s/ Timothy Lu Name:Timothy Lu, M.D., Ph.D. Title:Chief Executive Officer and President

2025
Q1

Q1 2025 Earnings

8-K

May 6, 2025

0001854270-25-000062

snti-202505060001854270FALSE00018542702025-05-062025-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025


SENTI BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)


Delaware001-4044086-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per shareSNTIThe Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2025, Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated May 6, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:May 6, 2025By:/s/ Timothy Lu Name:Timothy Lu, M.D., Ph.D. Title:Chief Executive Officer and President

2025
Q1

Q1 2025 Earnings

8-K

Apr 28, 2025

0001854270-25-000046

snti-202504280001854270FALSENasdaq00018542702025-04-282025-04-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): (April 28, 2025)


SENTI BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)


Delaware001-4044086-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per shareSNTIThe Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition. In connection with the press release described in Item 8.01 below (the “Press Release”), on April 28, 2025, Senti Biosciences, Inc. (the “Company”) provided, on a preliminary and unaudited basis, certain estimated financial results for the quarter ended March 31, 2025. The preliminary estimates are based on currently available information and does not present all necessary information for a complete understanding of the Company’s financial condition as of March 31, 2025 or the Company’s results of operations for the quarter ended March 31, 2025.

Item 7.01 Regulation FD Disclosure. As reported under Item 8.01 of this Current Report on Form 8-K, on April 28, 2025, the Company issued the Press Release to announce certain corporate updates including preliminary data from a Phase 1 clinical trial of SENTI-202, a potential first-in-class off-the-shelf Logic Gated selective CD33 OR FLT3 NOT EMCN chimeric antigen receptor natural killer investigational cell therapy, for the treatment of relapsed/refractory hematologic malignancies including acute myeloid leukemia (the “Clinical Data”). As previously announced, the Clinical Data was presented on April 27, 2025 during a presentation in the Clinical Trials Oral Minisymposium at the AACR Annual Meeting 2025 in an abstract titled, “First-in-human, multicenter study of SENTI-202, a CD33/FLT3 selective off-the-shelf logic gated CAR NK cell therapy in hematologic malignancies including AML: Clinical data.” The Company will hold a conference call regarding this announcement, including the Clinical Data, on April 28, 2025. A copy of the supplemental presentation which will be referenced during the conference call and posted on the Company’s website is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 8.01. Other Events. As reported under Item 7.01 of this Current Report on Form 8-K, on April 28, 2025, the Company issued the Press Release to announce corporate updates, including the Clinical Data. The Press Release is filed herewith as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Senti Biosciences, Inc. Presentation date

2024
Q4

Q4 2024 Earnings

8-K

Mar 20, 2025

0001854270-25-000038

snti-202503200001854270FALSE00018542702025-03-202025-03-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025


SENTI BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware 001-40440 86-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per share SNTI The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On March 20, 2025, Senti Biosciences, Inc. issued a press release announcing its financial results for the year ended December 31, 2024.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.Description 99.1Press Release, dated March 20, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:March 20, 2025 By: /s/ Timothy Lu Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer and President

2024
Q3

Q3 2024 Earnings

8-K

Nov 14, 2024

0001854270-24-000114

snti-202411140001854270FALSE00018542702024-11-142024-11-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024


SENTI BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)


Delaware001-4044086-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per shareSNTIThe Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On November 14, 2024, Senti Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated November 14, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:November 14, 2024By:/s/ Timothy Lu Name:Timothy Lu, M.D., Ph.D. Title:Chief Executive Officer

2024
Q2

Q2 2024 Earnings

8-K

Aug 13, 2024

0001854270-24-000099

snti-202408130001854270FALSE00018542702024-08-132024-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024


SENTI BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)


Delaware001-4044086-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per shareSNTIThe Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2024, Senti Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01 Other Events.

Compliance with the Nasdaq Minimum Bid Price Requirement

As previously disclosed, on August 7, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company’s common stock had failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).

On August 2, 2024, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), because for the 10 consecutive business days from July 18, 2024 to August 1, 2024, the closing bid price of the Company’s common stock had been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) and Nasdaq considers this matter closed.

CIRM Award

On August 5, 2024, the Company announced the commencement of a grant award of $8 million from the California Institute for Regenerative Medicines (“CIRM”). Pursuant to the executed agreement with CIRM, the first tranche of the grant award is expected to be received in August 2024. This CIRM grant will support the ongoing clinical development of SENTI-202, a potential first-in-class Logic Gated off-the-shelf chimeric antigen receptor natural killer (“CAR-NK”) investigational cell therapy, for the treatment of relapsed/refractory (“r/r”) hematologic malignancies including acute myeloid leukemia (“AML”). The Phase 1 clinical trial of SENTI-202 (NCT06325748) is currently enrolling adult patients with r/r CD33 and/or FLT3 expressing hematologic malignancies, including AML, at multiple sites in the United States and Australia. Initial efficacy data are anticipated by year-end 2024 with initial durability data following in 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated August 13, 2024

104Cover Page Interactive Data File (embedded within the Inline X

2024
Q1

Q1 2024 Earnings

8-K

May 9, 2024

0001854270-24-000050

snti-202405090001854270FALSE00018542702024-05-092024-05-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024


SENTI BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)


Delaware001-4044086-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per shareSNTIThe Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2024, Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated May 9, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:May 9, 2024 By:/s/ Timothy Lu, M.D., Ph.D. Name:Timothy Lu, M.D., Ph.D. Title:Chief Executive Officer and President

2023
Q4

Q4 2023 Earnings

8-K

Mar 21, 2024

0001854270-24-000027

snti-202403210001854270FALSENasdaq00018542702024-03-212024-03-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024


SENTI BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware 001-40440 86-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per share SNTI The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On March 21, 2024, Senti Biosciences, Inc. issued a press release announcing its financial results for the year ended December 31, 2023.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.Description 99.1Press Release, dated March 21, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:March 21, 2024 By: /s/ Timothy Lu Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer and President

2023
Q3

Q3 2023 Earnings

8-K

Nov 13, 2023

0001854270-23-000125

snti-202311130001854270FALSE00018542702023-11-132023-11-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023


SENTI BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware 001-40440 86-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per share SNTI The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On November 13, 2023, Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated November 13, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:November 13, 2023 By: /s/ Timothy Lu Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer & President

2023
Q2

Q2 2023 Earnings

8-K

Aug 11, 2023

0001854270-23-000103

snti-202308110001854270FALSE00018542702023-08-112023-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023


SENTI BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware 001-40440 86-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 382-3281

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per share SNTI The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On August 11, 2023, Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2023.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated August 11, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:August 11, 2023 By: /s/ Timothy Lu Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer & President

2023
Q1

Q1 2023 Earnings

8-K

May 9, 2023

0001854270-23-000062

snti-202305090001854270FALSE00018542702023-05-092023-05-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023


SENTI BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware 001-40440 86-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 382-3281

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per share SNTI The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2023, Senti Biosciences, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2023.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated May 9, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:May 9, 2023By: /s/ Timothy Lu Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer & President

2022
Q4

Q4 2022 Earnings

8-K

Mar 22, 2023

0001854270-23-000032

snti-202303220001854270FALSE00018542702023-03-222023-03-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023


SENTI BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware 001-40440 86-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 382-3281

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per share SNTI The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On March 22, 2023, Senti Biosciences, Inc. issued a press release announcing its financial results for the year ended December 31, 2022.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated March 22, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:March 22, 2023By: /s/ Timothy Lu Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer & President

2022
Q3

Q3 2022 Earnings

8-K

Nov 10, 2022

0001854270-22-000041

snti-202211100001854270FALSE00018542702022-11-102022-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022


SENTI BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware 001-40440 86-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 382-3281

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per share SNTI The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On November 10, 2022, Senti Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2022.

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”), as amended.

Item 7.01 Regulation FD Disclosure.

Reference is made to the disclosure set forth above in Item 2.02 of this Current Report on Form 8-K which is incorporated herein by reference.

Beginning on November 10, 2022, the Company will participate in conferences with investors. A copy of the Company’s presentation slide deck that will be presented is being furnished as Exhibit 99.2 to this report on Form 8-K and has been posted to the Company’s website at https://investors.sentibio.com/events-presentations.

Limitation of Incorporation by Reference

In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including the exhibits, is intended to be furnished and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act. The information in this Item 7.01 of this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD.

Cautionary Statements

This filing and the presentation include “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Important factors that may cause actual results to differ materially from those described in the forward-looking statements are disclosed in the “Risk Factors” contained in the Company’s Form S-1 filed with the Securities and Exchange Commission (the “Commission”) on Se

2022
Q2

Q2 2022 Earnings

8-K

Aug 15, 2022

0001854270-22-000018

snti-202208150001854270FALSE00018542702022-08-152022-08-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022


SENTI BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware 001-40440 86-2437900 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2 Corporate Drive, First Floor South San Francisco, California 94080 (Address of principal executive offices including zip code) Registrant’s telephone number, including area code: (650) 382-3281

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per share SNTI The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On August 15, 2022, Senti Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022. A copy of this earnings release is furnished hereto as Exhibit 99.1.

In accordance with General Instruction B.2. of Form 8-K, the information in Items 2.02 and 9.01 of this report, including the exhibits, is intended to be furnished and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release, dated August 15, 2022

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:August 15, 2022By: /s/ Timothy Lu Name: Timothy Lu, M.D., Ph.D. Title: Chief Executive Officer & President

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