Senti Biosciences unit issues $4.0 million in convertible notes to Celadon
Senti Holdings, a subsidiary of Senti Biosciences Holdings, sold additional senior secured convertible notes to Celadon Partners SPV 24 under an existing April 2026 agreement.
On August 14, 2026, Senti Holdings, Inc., a wholly owned subsidiary of Senti Biosciences Holdings, Inc., issued and sold to Celadon Partners SPV 24 $4.0 million in aggregate principal amount of its Senior Secured Convertible Notes, pursuant to a Securities Purchase Agreement dated April 27, 2026, involving the Company, Senti Holdings, Senti Biosciences, Inc. and Celadon.1
The terms of these notes were established in earlier filings. The Notes carry the terms described in the Company's Current Report on Form 8-K filed May 1, 2026, as supplemented by the filing on May 26, 2026.1
The note issuance is tied to a larger potential transaction. If note issuances exceed a defined Exchange Cap, an entity affiliated with Celadon would merge into Senti Holdings, which would then issue a contingent value right to the Company's stockholders potentially paying up to $60.0 million in cash based on regulatory and sales milestones tied to the Company's product candidate SENTI-202.1 The Company filed a preliminary proxy statement regarding this transaction on July 21, 2026, as referenced in the filing.
Following the definitive proxy filing, the Company will mail proxy materials to stockholders entitled to vote at the annual or special meeting related to these transactions.1 The filing notes that the Company and its directors and executive officers may be deemed participants in the solicitation of proxies, with information about their stock ownership set forth in an amendment to the Company's 2025 Annual Report on Form 10-K filed April 29, 2026.1
The report was signed by CEO Timothy Lu, M.D., Ph.D., on August 20, 2026.
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