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Senti Biosciences Inc.
04/29/2026 | Press release | Distributed by Public on 04/29/2026 14:43
Amendment to Annual Report (Form 10-K/A)
This Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 10-K of Senti Biosciences Holdings, Inc., formerly known as Senti Biosciences, Inc. (the "Company," "we," "our" or "us") for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission (the "SEC") on March 27, 2026 (the "Original Annual Report"), is being filed solely to include in the Original Annual Report the information required by Part III (Items 10, 11, 12, 13 and 14) of Form 10-K. Because the Company has determined that it will not file its definitive proxy statement within 120 days following the last day of its last fiscal year, the Company is providing Items 10, 11, 12, 13, and 14 of Part III of Form 10-K in this Amendment No. 1.
As previously disclosed, on April 24, 2026, Senti Biosciences, Inc., a Delaware corporation ("Former Senti") implemented a holding company reorganization (the "Reorganization") pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of April 24, 2026, among Senti Biosciences, the Company and Senti Biosciences Merger Sub, Inc., a Delaware corporation ("Merger Sub") and direct, wholly owned subsidiary of Senti Holdings, Inc., a Delaware corporation ("Senti Holdings") and direct, wholly owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Former Senti, with Former Senti continuing as the surviving corporation and a wholly owned subsidiary of Senti Holdings, which is a wholly owned subsidiary of the Company (the "Merger"). Following the Merger, the Company became the successor registrant to Former Senti.
This Amendment No. 1 amends and restates in their entirety Items 10 through 14 of the Original Annual Report. As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certificates of our Chief Executive Officer and Chief Financial Officer are being filed as exhibits to this Amendment No. 1. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 4 and 5 of the certifications have been omitted. In addition, because no financial statements are included in this Amendment No. 1, new certifications of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with Amendment No. 1.
Except as otherwise expressly noted herein, this Amendment No. 1 does not amend any other information set forth in the Original Annual Report, and we have not updated disclosures contained therein to reflect any events that occurred at a date subsequent to the date of the filing of the Original Annual Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report and our other filings with the SEC. Certain capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings given to them in the Original Annual Report.
Senti Biosciences Inc. published this content on April 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 29, 2026 at 20:44 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]