Senti Biosciences Holdings, Inc. (SNTI) entered into an equity commitment letter on November 9, 2026, with CPIF II-9 Limited, an affiliate of Celadon Partners SPV 24 Limited. Under the agreement, the Investor agreed to purchase up to $4.55 million of the Company’s common stock.
The purchase price per share will be equal to the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d). The Company has the option to fund and settle the commitment quarterly, with specific payment amounts scheduled for the following dates:
- $1.8 million by December 31, 2026
- $1.35 million by March 31, 2027
- $0.5 million by June 30, 2027
- $0.5 million by September 30, 2027
- $0.4 million by December 31, 2027
The number of shares purchased on each Settlement Date will equal the amount settled on that date divided by the per share price, rounded down to the nearest whole share.
The agreement stipulates that the Company and the Investor will enter into a registration rights agreement prior to funding on any Settlement Date. This agreement is intended to provide the Investor with customary demand and piggyback registration rights regarding the shares purchased under the Equity Commitment Letter. The Equity Commitment Letter also includes customary indemnification obligations for the Company.
The shares were offered and sold without registration under the Securities Act of 1933, relying on exemptions for transactions not involving a public offering and sales to an accredited investor.
