Senti Biosciences Holdings, Inc. (SNTI) has completed the issuance of $2.0 million in aggregate principal amount of Senior Secured Convertible Notes to NSG BioInnovation Fund, L.P. The transaction was finalized on September 3, 2026, pursuant to a Securities Purchase Agreement originally dated April 27, 2026, which was amended on September 1, 2026.
In a separate agreement executed on the same date, the Company entered into an equity commitment letter with an affiliate of Celadon Partners, LLC. Under this letter, the affiliate agreed to purchase $2.5 million of the Company’s common stock at a price per share equal to the “Minimum Price” defined in Nasdaq Listing Rule 5635(d). The stock purchase is contingent upon the closing of a merger transaction.
The equity commitment letter stipulates that the Company and the affiliate will enter into a registration rights agreement prior to the merger closing. This agreement is intended to provide customary demand and piggyback registration rights for the shares purchased under the commitment letter. The Company also agreed to provide customary indemnification obligations as part of the agreement.
The filing also references a preliminary proxy statement filed with the SEC on July 21, 2026. This document relates to potential transactions involving an entity affiliated with Celadon, which may result in a merger with Senti Holdings and the issuance of a contingent value right potentially paying up to $60.0 million in cash. The Company urges investors to read the proxy materials for more information regarding these Subject Transactions.
