Senti Biosciences completes merger, divests Opco and Midco for contingent value rights

Senti Biosciences Holdings, Inc. said that on October 21, 2026 it closed the merger set out in its July 14, 2026 agreement with Parent, entity ST NewCo Limited (formerly Celadon Partners SPV 35 Limited), Merger Sub, Midco (Senti Holdings, Inc.) and Opco (Senti Biosciences, Inc.). Under the deal, Merger Sub merged with and into Midco, with Midco surviving as a wholly owned subsidiary of Parent, and each outstanding share of Midco common stock, other than shares owned by Midco or a subsidiary of Midco, which were canceled, was automatically canceled and converted into the right to receive the Milestone Payment Amounts.¹

The right to that Merger Consideration is distributed by Midco to the Company's equityholders in the form of contractual contingent value rights, or CVRs.¹ Under the CVR Agreement dated October 21, 2026, each CVR carries a right to contingent cash payments if milestones are met by the seventh anniversary of closing: a pro rata share of $10.0 million upon the filing by or on behalf of Midco, its affiliates or licensees of a biologics license application with the FDA and its acceptance, or the passing of the 60-day review period without rejection, for the Logic Gated off-the-shelf CAR-NK cell therapy SENTI-202; a pro rata share of $20.0 million upon FDA approval of that BLA; and a pro rata share of $30.0 million if cumulative worldwide net sales of the product exceed $200.0 million.¹ Total payments under the CVR Agreement cannot exceed $60.0 million.¹

Separately, on October 21, 2026 the Company sold 7,309,941 shares of common stock to CPIF II-7 Limited, an entity affiliated with Celadon Partners SPV 24 Limited, at $0.342 per share for roughly $2.5 million.¹ The Company also required exchange of all outstanding Senior Secured Convertible Notes issued by Midco for Company common stock, with that exchange set to occur October 28, 2026.¹ Celadon Partners, LLC controls Parent, the Company's largest stockholder Celadon Partners SPV 24 Limited, CPIF II-7 Limited, and the investor in the equity sale.¹