Senti Biosciences, Inc. (SNTI): M&A transaction — Senti Bio sells manufacturing assets to GeneFab for ~$38M cash; extends cash runway to Q4 2024

On August 7, 2023, Philip Lee, Ph.D., the Company’s Chief Technology Officer, notified the Company of his resignation as an employee and as Chief Technology Officer of the Company, effective on August 7, 2023, to join GeneFab as its Chief Executive Officer.

”). Pursuant to the Agreement, Company sold the Purchased Assets, and consummated, or will consummate, the other transactions contemplated thereby, for total consideration of $37.8 million in cash (of which the amounts payable at closing of the transactions contemplated by the Agreement shall be subject to certain offsets against the advance payment under the DMSA

On August 7, 2023, Senti Biosciences, Inc. (the “ Company ”) entered into a framework agreement (the “ Agreement ”) with GeneFab, LLC, a Delaware limited liability company (“ GeneFab ”), and Valere Bio, Inc., a Delaware corporation and the parent company of GeneFab (“ Valere ”), which is wholly owned by a company managed by Celadon Partners, LLC, pursuant to which the Company, subject to the terms and conditions therein, (i) sold, assigned and transferred its rights, title and interest in certain of the assets and contractual rights to GeneFab, including all of Company’s equipment and leasehold improvements at the Company’s facilities in Alameda, California (the “ Alameda Facility ”) and certain of the Company's intellectual property related to the schematics for and design of the Alameda Facility, and (ii) subleased to GeneFab its premises under the lease for the Alameda Facility (a portion of which is subject to the satisfaction of certain conditions) (collectively, the “ Purchased A

In connection with the Agreement, the Company, GeneFab and Valere entered into a seller economic share agreement (the “ SESA ”), pursuant to which the Company will be entitled to receive ten percent of the realized gains of Valere arising and resulting from any cash or in-kind distributions from GeneFab in connection with the dividend or sale event, subject to the terms and conditions of the SESA.

In connection with the Agreement, the Company and GeneFab entered into a development and manufacturing services agreement (the “ DMSA ”), pursuant to which GeneFab will provide to the Company certain research, development, and manufacturing services.

In connection with the Agreement, the Company and GeneFab also entered into a letter agreement (the “ Option Agreement ”), pursuant to which GeneFab has the right to invest up to approximately $20 million to purchase up to 19,633,444 shares of the common stock of the Company, subject to approval by the Company’s stockholders to the extent required pursuant to applicable Nasdaq rules, at a price of $1.01867 per share in private placements in up to ten installments (the “ Option ”).