Senti Biosciences completes NSG note sale, updates form of note to reflect new party

On September 3, 2026, Senti Biosciences Holdings disclosed that its subsidiary Senti Holdings, Inc. completed a previously announced issuance and sale to NSG BioInnovation Fund, L.P. of $2.0 million in aggregate principal amount of Senior Secured Convertible Notes, under a Securities Purchase Agreement dated April 27, 2026, as amended by Amendment No. 1 dated September 1, 2026¹. In connection with the sale, the form of Senti Holdings' Senior Secured Convertible Note was amended to add NSG as a party to the Purchase Agreement, and the revised form was refiled with the filing¹.

An earlier filing detailing the underlying amendment shows that under the amendment, notes may be issued in more than two tranches with the consent of CPIF II-7 Limited, and the sale of $2.0 million in notes to NSG was authorized as a third tranche². That filing also noted that NSG's note purchase was structured so that it would count toward the remaining obligation of Celadon Partners SPV 35 Limited, referred to as Parent, to buy notes under the merger agreement dated July 14, 2026².

Separately, on September 3, 2026, Senti signed an equity commitment letter with a Celadon Partners affiliate, in which the affiliate agreed to buy $2.5 million of Senti common stock at a per-share price tied to the "Minimum Price" under Nasdaq Listing Rule 5635(d)¹. The shares are to be purchased around the time the merger closes, and the parties agreed to sign a registration rights agreement giving the Celadon affiliate customary demand and piggyback registration rights before or at that closing¹.

These steps follow Nasdaq notices from August 27, 2026, which flagged that Senti's stock had closed below the $1.00 minimum bid price for 30 consecutive trading days and that the company's stockholders' deficit of $3,401,000 as of June 30, 2026 put it out of compliance with the $2.5 million equity requirement². Senti has until February 23, 2027 to regain bid price compliance², and until October 11, 2026 to submit a plan to Nasdaq addressing the equity shortfall². The company has filed a preliminary proxy statement proposing a reverse stock split ahead of its 2026 annual meeting². The broader merger, if completed, would have Celadon merge into Senti Holdings, with a contingent value right that could pay up to $60.0 million tied to regulatory and sales milestones for SENTI-202¹.