Senti Biosciences Amends Securities Purchase Agreement and Receives Nasdaq Notices

Senti Biosciences Holdings, Inc. (SNTI) filed a Current Report on Form 8-K on August 27, 2026, announcing an amendment to its securities purchase agreement and notifications from the Nasdaq Stock Market regarding listing standards.

The Company amended the Securities Purchase Agreement dated April 27, 2026. The amendment, effective September 1, 2026, authorizes Senti Holdings, Inc. to issue Senior Secured Convertible Notes in more than two tranches. Specifically, the amendment authorized the issuance and sale of $2.0 million in aggregate principal of Notes in a third tranche to NSG BioInnovation Fund, L.P. The sale to NSG is intended to satisfy the remaining obligation of Celadon Partners SPV 35 Limited to purchase Notes under a merger agreement dated July 14, 2026. The Company expects the closing of this transaction to occur within three business days of the amendment date.

In a separate matter, the Company received written notices from Nasdaq regarding non-compliance with listing rules. The first notice, the Minimum Bid Price Notice, stated that the closing bid price of the Company’s common stock had closed below the $1.00 minimum bid price requirement for 30 consecutive trading days. The second notice, the Stockholders’ Equity Notice, indicated non-compliance with the $2.5 million minimum stockholders’ equity requirement. As of June 30, 2026, the Company reported a stockholders’ deficit of $3,401,000.

The Company has been granted an initial compliance period of 180 calendar days, or until February 23, 2027, to regain compliance with the Minimum Bid Price Requirement. To achieve compliance, the closing bid price must be at least $1.00 per share for a minimum of 10 consecutive trading days prior to that date. The Company also has until October 11, 2026, to provide Nasdaq with a plan to regain compliance with the Stockholders’ Equity Requirement.

In connection with its 2026 Annual Meeting of Stockholders, the Company filed a preliminary proxy statement proposing to effect a reverse stock split if necessary to regain compliance with the bid price requirement.