8-K12B
filed April 24, 2026, 7:59 PM ET
ticker SNTI
CIK 0001854270
other material
confidence high
sentiment neutral
materiality 0.30
Senti Biosciences completes holding company reorganization; shares convert 1:1 to new parent SNTI
Senti Biosciences, Inc.
- Senti Biosciences Holdings becomes new public parent; each share of old common stock converted 1:1 into new common stock.
- Stock continues trading on Nasdaq under same ticker SNTI; new CUSIP 816944 102.
- No change in executive officers or board of directors; same management team remains in place.
- Reorganization is tax-free for shareholders; no vote required under DGCL Section 251(g).
- Business, assets, and operations of the combined entity are unchanged from pre-reorganization.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.4
Senti Biosciences, Inc.: Upon consummation of the Reorganization, Senti Biosciences amended and restated its bylaws to simplify them after becoming a wholly-owned subsidiary (effective 2026-04-24).
- Change
- bylaw amendment
- Effective
- 2026-04-24
Exact text from the filing
Senti Biosciences also amended and restated its bylaws (as so amended and restated, the “Amended and Restated Senti Biosciences Bylaws”) in order to simplify its bylaws in light of Senti Biosciences having become a wholly-owned subsidiary of Senti Holdings, which is a wholly owned subsidiary of Senti Biosciences Holdings.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.4
Senti Biosciences, Inc.: Upon consummation of the Reorganization, Senti Holdings adopted an Amended and Restated Certificate of Incorporation, and Senti Biosciences adopted a Third Amended and Restated Charter to simplify its certificate of incorporation after becoming a wholly-owned subsidiary (effective 2026-04-24).
- Change
- charter amendment
- Effective
- 2026-04-24
Exact text from the filing
Upon consummation of the Reorganization, the Amended and Restated Certificate of Incorporation of Senti Biosciences Holdings (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated Bylaws of Senti Biosciences Holdings (the “Amended and Restated Bylaws”) are the same as the second amended and restated certificate of incorporation and amended and restated bylaws of Senti Biosciences in effect immediately prior to consummation of the Reorganization, respectively, other than changes permitted by Section 251(g) of the DGCL.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Senti Biosciences, Inc. amended A&R Celadon Designation Agreement with Celadon Partners SPV 24 (effective 2026-04-24).
- Action
- amendment
- Counterparty
- Celadon Partners SPV 24
- Effective
- 2026-04-24
Exact text from the filing
Senti Biosciences amended and restated that certain Designation Agreement (the “Celadon Designation Agreement”) by and between Senti Biosciences and Celadon Partners SPV 24 (“Celadon”), dated December 2, 2024 (as amended and restated, the “A&R Celadon Designation Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Senti Biosciences, Inc. entered into Assignment and Assumption Agreement with Senti Biosciences Holdings (effective 2026-04-24).
- Action
- entry
- Agreement
- merger
- Counterparty
- Senti Biosciences Holdings
- Effective
- 2026-04-24
Exact text from the filing
per share (“Senti Biosciences Holdings Common Stock”), issued in connection with the Merger are deemed registered under Section 12(b) of the Exchange Act as the common stock of the successor issuer.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Senti Biosciences, Inc. entered into Agreement and Plan of Merger with Merger Sub (effective 2026-04-24).
- Action
- entry
- Agreement
- merger
- Counterparty
- Merger Sub
- Effective
- 2026-04-24
Exact text from the filing
On April 24, 2026, Senti Biosciences completed the Reorganization by implementing the Merger pursuant to the terms of the Merger Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Senti Biosciences, Inc. amended A&R New Enterprise Designation Agreement with New Enterprise Associates 15, L.P. (effective 2026-04-24).
- Action
- amendment
- Counterparty
- New Enterprise Associates 15, L.P.
- Effective
- 2026-04-24
Exact text from the filing
Senti Biosciences amended and restated that certain Designation Agreement by and between Senti Biosciences and New Enterprise Associates 15, L.P. (“New Enterprise”), dated December 2, 2024 (as amended and restated, the “A&R New Enterprise Designation Agreement”)
View on SEC.gov
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