Senti Biosciences signs $4.55M equity commitment with Celadon affiliate CPIF II-9, drawn quarterly through 2027

Senti Biosciences, Inc.

CPIF II-9 Limited, an entity affiliated with Celadon Partners SPV 24 Limited, commits to buy up to $4.55M of Senti common stock at the Nasdaq Rule 5635(d) "Minimum Price."
Drawdowns at company option: $1.8M by Dec 31, 2026; $1.35M by Mar 31, 2027; $0.5M by June 30, 2027; $0.5M by Sept 30, 2027; $0.4M by Dec 31, 2027.
Funding conditioned on Nasdaq Capital Market listing, continued employment of Timothy Lu as CEO and Jay Cross as CFO, any required stockholder approval, and a registration rights agreement.
Shares to be issued unregistered under Section 4(a)(2)/Rule 506 to one accredited investor; company may waive any settlement if it obtains alternative financing.
Investor must maintain uncalled capital or cash of at least the commitment amount; Senti may seek specific performance to compel funding.

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