Senti Biosciences, Inc.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. Before you decide to invest in common stock, you should consider carefully the risks in Part I, Item 1A of our fiscal year 2025 Annual Report on Form 10-K, together with the other information contained in the Annual Report, including our financial statements and the related notes appearing in this Quarterly Report. We believe the risks described below are the risks that are material to us as of the date of this Quarterly Report. Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in this Item 1A below. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. If any of the following risks actually occur, our business, results of operations and financial condition would likely be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose part or all of your investment.

Below we are providing, in supplemental form, new risk factors as well as material changes to our risk factors from those previously disclosed in Part I, Item 1A of our fiscal year 2025 Annual Report on Form 10-K. Our risk factors disclosed in Part I, Item 1A of our fiscal year 2025 Annual Report on Form 10-K provide additional discussion about these supplemental risks.

Risks Related to our Notes Financing

We have entered an agreement to incur indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, which may adversely affect our operations and financial results.

In April 2026, we, together with two of our subsidiaries, entered into a securities purchase agreement (the Securities Purchase Agreement) with one accredited investor affiliated with our largest stockholder, pursuant to which our wholly owned subsidiary, Senti Holdings, Inc. (Senti Holdings), agreed to issue and sell in a private placement up to $40.0 million in aggregate principal amount of its Senior Secured Convertible Notes (the Notes) in up to two tranches, subject to the satisfaction of certain specified closing conditions. Upon issuance, the Notes may be converted for shares of Senti Holdings common stock or, subject to stockholder approval, exchanged for shares of our common stock, in each case, initially at a price of $0.6261 per share, which is subject to customary adjustments upon the occurrence of events specified in the Notes. We expect On May 20, 2026, Senti Holdings closed the first tranche ofand issued $10.0 million in aggregate principal amount of Notes to be issued in Maysenior secured convertible notes. In addition, pursuant to the Agreement and Plan of Merger (the Merger Agreement) with Celadon Partners SPV 35 Limited (Parent), Senti Merger Sub, Inc., a wholly owned subsidiary of Parent (Merger Sub), Senti Holdings, Inc., a wholly owned subsidiary of ours (Midco), and Senti Biosciences, Inc., a wholly owned subsidiary of Midco (Opco), no later than August 4, 2026, subject to the satisf (unless we and Parent mutually agree in writing to a later date), Parent or an affiliate of Parent was required to fund and purchase additional Notes in accordance with the terms of the Securities Purchase Agreement, in an amount equal to $6.0 million (the Additional Funding Amount and the Notes purchased in connection therewith, the Additional Notes), minus the aggregate amount of net proceeds actiually received by us from sales of common of certain specified closing condstock pursuant to our existing at-the-market offering facility with Leerink Partners LLC following the date of the Merger Agreement (Offset ATM Sales). As of the date of the filing of this Quarterly Report on Form 10-Q, there have been no Offset ATM Sales. On August 14, 2026, Senti Holdings received net cash proceeds of $3.9 million of the Additional Funding Amount from CPIF II-7 Limited and issued $4.0 million of Additional Notes pursuant to the terms of the Securities Purchase Agreement. As of the date of the filing of this Quarterly Report on Form 10-Q, Parent or an affiliate of Parent is obligated to fund and purchase $2.0 million of Additions. However,al Notes in accordance with the terms of there  Merger Agreement. There can be no assurance that the

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remany tining Additional Funding Amount will be funded or that any additional tranche of Notes will be issued on the timeline we expect or at all.

Upon issuance of 

Our indebtedness under the Notes, our indebtedness  may:

limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;

limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

require us to use a substantial portion of our cash flow from operations to make pay the principal of the Notes when they mature and, if required, interest on the Notes;

limit our flexibility to plan for, or react to, changes in our business and industry;

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place us at a competitive disadvantage compared to our less leveraged competitors; and

increase our vulnerability to the impact of adverse economic and industry conditions.

If issued, tThe Notes will bare Senti Holdings senior, secured indebtedness and are to be guaranteed by us and all our direct and indirect subsidiaries (other than Senti Holdings) pursuant to a guarantee in favor of the holder of the Notes. The Notes will bare secured by a first priority lien, subject to certain permitted liens, in all of the current and future assets of Senti Holdings, of ours and of all direct and indirect subsidiaries of Senti Holdings, subject to certain customary exclusions. In certain circumstances, the holder of the Notes may be entitled to foreclose on the loan, and such foreclosure would be expected to result in a material, adverse effect on our business, results of operation, liquidity and prospects.

In addition, the terms of the Notes and the Securities Purchase Agreement limit our ability to raise equity capital. We may experience a material adverse affect on our business to the extent we are unable to access available equity capital due to such limitations.

Servicing our Notes may require a significant amount of cash. We may not have sufficient cash flow from our business to pay such debt, and we may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes upon a fundamental change, which could adversely affect our business and results of operations.

The Notes willdo not bear any interest unless an event of default has occurred. If issued, t The Notes will have a  maturity date (the Maturity Date) e on the date that is the first business day immediately following tNovember 23, 2026 (the date that is six months after the closing date of the Initial NotesMaturity Date). On the Maturity Date, if the Notes have not previously been converted or exchanged, Senti Holdings is required to pay an amount in cash equal to 200% of all outstanding principal and accrued and unpaid interest. Under certain circumstances, we may force the conversion or exchange of the Notes into shares of common stock prior to their maturity.

Our ability to make scheduled payments of the principal of, and, if applicable, to pay interest on, any Notes we may issue, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business is not expected to generate cash flow from operations sufficient to service our indebtedness and make necessary capital expenditures. As a result, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to repay or refinance the Notes will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

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Further, the Notes contain several customary events of default. In the case of events of default that relate to bankruptcy, the Company iswe are required to redeem the Notes in cash, and in the case of other events of default, the Holders may require the Companyus to redeem their Notes in cash. The redemption price is the greater of (i) 200% of the outstanding principal amount of the Notes and (ii) the product of (x) the principal amount being redeemed and (y) the quotient obtained by dividing the greatest closing sale price of the Issueour common stock during the event of default by the lowest exchange price during such period. However, as of the date of this report we do not have and we may not have enough available cash, or be able to obtain sufficient financing, at the time we are required to redeem the Notes.

Exchange of the Notes will dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock.

Assuming tThe exchange of some or all of the Notes will dilute the ownership interests of stockholders as shares of our common stock are delivered upon such exchange. The Notes will be exchangeable at the option of their holders prior to their scheduled terms. Any sales in the public market of the common stock issuable upon such exchange could materially and adversely affect prevailing market prices of our common stock. In addition, the existence of the Notes are issued, themay encourage short selling by market participants because the exchange of the Notes could be used to satisfy short positions, or anticipated exchange of some or athe Notes into shares of our common stock could depress the price of our common stock.

In addition, the conversion of some or all of the Notes into shares of Senti Holdings will dilute t our ownership interests in Senti Holdings, the ownership interests holding entity of our operating business Senti Biosciences, Inc. In the event that the maximum amount of Notes are sold under the Securities Purchase Agreement and such Notes are subsequently converted into equity of Senti Holdings, the Note holders would own a majority of the equity of Senti Holdings.

Moreover, issuances of our common stock at a price below the conversion/exchange price then in effect would result in full-ratchet anti-dilution adjustments under the terms of stothe Notes. Such issuances would therefore result in additional dilution to our stockholders as shares of.

Risks Related to the Proposed Merger Transaction

The announcement and pendency of the proposed Merger and related transactions, whether or not consummated, may adversely affect our business.

On July 14, 2026, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Celadon Partners SPV 35 Limited, an exempted common stock are delipany incorporated under the laws of the Cayman Islands (Parent), Senti Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), Senti Holdings, Inc., a Delaware corporation and wholly owned subsidiary of ours (Midco) and Senti Biosciences, Inc., a Delaware corporation and wholly owned subsidiary of Midco (Opco). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Midco (the Merger), with Midco continuing as the surviving corporation and a wholly owned subsidiary of Parent.

Parent is an entity affiliated with Celadon Partners SPV 24 (Celadon), which is our largest stockholder and a holder of more than five percent of our outstanding capital stock.

Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each outstanding share of Midco common stock (other than shares owned by Midco or a subsidiary of Midco, which shares will be cancelled) will automatically be cancelled and converted uinto the right to receive the Milestone Payment Amount (as defined and described below) (the Merger Consideration). The right to receive the Merger Consideration shall be distributed by Midco to our stockholders and holders of RSUs and, upon such eexercise, holders of stock options and warrants (including certain entities and individuals affiliated with Celadon who hold any such securities) in the form of contractual contingent value rights (as described below, CVRs). Pursuant to the Merger Agreement, our Board of Directors or the Special Committee thereof shall approve, and Midco shall effect, the issuance and distribution of one CVR with respect to each share of the Companys common stock that is issued and outstanding as of the CVR record date, which shall be a date no less than five days and no more than ten days following the date that the Merger closes.

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At or prior to the Effective Time, Midco will exchange. The Notes will ecute and deliver the Contingent Value Rights Agreement in the form attached as Exhibit A to the Merger Agreement (the CVR Agreement).

The announcement and pendency of the proposed Merger and the other transactions contemplated by the Merger Agreement (the Subject Transactions), whether or not consummated, may adversely affect the trading price of our common stock, our business or our relationships with third parties, such as contract manufacturing organizations, suppliers and employees. In addition, pending the completion of the Subject Transactions, we may be unable to attract and retain key personnel and the focus and attention of our management and employee resources may be exchangeable at the optiondiverted from operational matters during the pendency of the Subject Transactions.

We cannot be sure if or when the Subject Transactions will be completed.

The closing of the Subject Transactions is subject to the satisfaction or waiver of various conditions, including the adoption of the Merger Agreement at a duly called meeting by (a) the holders of a majority of the outstanding shares of our common stock entitled to vote on the Merger Agreement at the Company stockholders meeting (the Stockholder Approval) and (b) holders of a majority of the votes cast by holders of shares of our common stock, other than shares beneficially owned, directly or indirectly, by Parent, Merger Sub or any of their respective affiliates, or with respect to which any of the foregoing has, directly or indirectly, the right to direct the voting thereof, that are present in person or represented by proxy and entitled to vote on the adoption of the Merger Agreement at the Company stockholders meeting, which we refer to as the Majority of the Minority Approval. The closing conditions set forth in the Merger Agreement may not be satisfied. For example, we entered into a Voting Agreement with all of our executive officers, certain of our directors and Celadon, our largest stockholder, in each case, whereby the parties agreed to vote in favor of their holders prior to their scheduled terms adoption and approval of the Merger and other transactions contemplated by the Merger Agreement. However, the vote by the parties to the Voting Agreement is not expected to satisfy the Majority of the Minority Approval requirement and we can provide no assurance that the Majority of the Minority Approval will be obtained. If we are unable to satisfy the closing conditions in Parents favor or if other mutual closing conditions are not satisfied, Parent will not be obligated to consummate the Subject Transactions. In the event that the Subject Transactions are not completed, the announcement of the termination of the Merger Agreement may adversely affect the trading price of our common stock, our business and operations or our relationships with third parties, such as contract manufacturing organizations, suppliers and employees. Any sales in the public market of tdelay in completing the Subject Transactions may significantly reduce the benefits that the Company expects to achieve if it successfully completes the Subject Transactions within the expected timeframe.

In addition, if the Subject Transactions are not completed, our Board of Directors, or the Board (or the Special Committee thereof, or the Special Committee), in discharging its fiduciary obligations to our stockholders, may evaluate other strategic alternatives that may be available, which alternatives may not be as favorable to the common stock issuable upon such exchange could materially and adverCompany and our stockholders as the Subject Transactions. Moreover, we may be unable to find another potential buyer or to raise capital from another source on a timely basis, which could result in our inability to continue our business and the liquidation and winding down of the Company and its business.

The Merger Agreement limits our ability to pursue alternatives to the Subject Transactions.

The Merger Agreement restricts our ability to solicit, initiate or engage in discussions or negotiations with a third party (including by furnishing non-public information) regarding competing transactions and our ability to change or withdraw our recommendation, which means the following recommendation: our Board (i) determining that the Merger Agreement, the CVR Agreement and the transactions contemplated thereby are fair to, and in the best interests of, the Company and its stockholders, (ii) approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, in each case on the terms and subject to the conditions set forth in the Merger Agreement, (iii) authorizing and approving the execution, delivery and performance by the Company of the Merger Agreement and the consummation by us of the transactions contemplated by the Merger Agreement, and (iv) recommending that the holders of shares of our common stock adopt the Merger Agreement and directing that the Merger Agreement be submitted to our stockholders at the meeting of stockholders for adoption. As a result of these provisions, it is more difficult for us to engage in another type of acquisition transaction with a party other than Parent, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by

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Parent. Thesely affect prevailing market prices of ou provisions could also discourage a third party that might have an interest in acquiring all of, or substantially all of, our assets or our common stock from considering or proposing such an acquisition.

Our stockholders cannot be assured that they will receive any cash proceeds as a result of the Subject Transactions.

The Merger Consideration consists solely of the right to receive the cash payments contemplated by the CVR, each of which are contingent upon achievement of specified milestones (the Milestones and each such cash payment, the Milestone Payment Amounts), which right shall be subsequently distributed to our stockholders in the form of CVRs. Pursuant to the CVR Agreement, cash will be paid with respect to these CVRs only to the extent that the milestones specified by the CVR Agreement are achieved before the relevant milestone expiration date. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner disposed of except under common stock. In additertain limited circumstances. Pursuant to the Merger Agreement, Parent has agreed to use, and cause its affiliates and licensees to use, diligent efforts (as defined in the Merger Agreement) to achieve each milestone, and neither Parent nor any of its affiliates or its (or their) licensees shall take any action, or fail to take any action, whose primary purpose is to avoid the achievement of any milestone or the payment of any Milestone Payment Amount. Even assuming Parents compliance with this obligation, we cannot guarantee that any Milestone will be achieved before the Milestone Expiration Date because the achievement of each Milestone is not solely within the control of either us or Parent. As a result, our stockholders may not receive any cash as a result of the Subject Transaction, s.

We have incurred and expect to continue to incur significant expenses in connection with the Subject Transactions, regardless of whethe existence of the Notes may encourage short selling by marr the Subject Transactions are consummated.

We have incurred and expect to continue to incur significant expenses related to the Subject Transactions. These expenses include, but are not limited to, financial advisory and opinion fees and expenses, legal fees, accounting fees and expenses, certain employee expenses, filing fees, printing expenses and other related fees and expenses. Many of these expenses will be payable by us regardless of whether the Subject Transactions are consummated.

The opinion obtained by the Special Committee from its financial advisor does not and will not reflect changes in circumstances subsequent to the date of such opinion.

On June 16, 2026, Lincoln International LLC, or Lincoln, rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Lincolns written opinion addressed to the Special Committee dated the same date) as to, as of June 16, 2026, the fairness, from a financial point of view, to our stockholders (other than Parent and its affiliates as well as Merger Sub) of the Merger Consideration to be received by our stockholders pursuant to the Merger Agreement.

Although we believe there have been no material changes in the matters and conditions considered by Lincoln in rendering its fairness opinion and no material changes are anticipated to occur prior to the Annual Meeting, changes in the operations and prospects of the Company, general market participants because t and economic conditions and other factors that may be beyond our control, and on which the opinion was based, may alter the value of assets by the time the Subject Transactions are completed, if ever. The opinion rendered by Lincoln does not speak to the time when the Subject Transactions will be completed, if ever.

Our directors and executive officers have certain interests in the exchange of the

39Merger that may be different from, or in addition to, the interests of our stockholders generally.

Our directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of our stockholders generally. Our directors and executive officers collectively hold stock options and restricted stock unit awards, and pursuant to the Merger Agreement, the vesting of such equity awards will be accelerated. In addition, pursuant to existing agreements and plans, our executive officers may continue to be employed by Opco and are eligible for certain severance benefits. Our executive officers and directors are also entitled to certain indemnification benefits pursuant to the Merger Agreement. The Company intends to include

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Notes could more information regarding such interests in the preliminary proxy statement and the definitive proxy statement, in each case, to be filed with the SEC on Schedule 14A.

Under certain circumstances we may be used to satisfy short posirequired to settle the value of the common stock warrants issued in connection with our December 2024 financing in cash.

If, at any time while the common stock warrants issued in connection with our December 2024 financing are outstanding, we consummate a Fundamental Transaction (as defined in the warrants), which includes, but is not limited to, the Subject Transactions, a sale of substantially all of our assets, a merger, purchase offer, tender offer or exchange offer, a stock or share purchase agreement or other business combinations, or anticipated exchange o (including, without limitation, a reorganization, recapitalization, spin-off or other scheme of arrangement), then each registered holder of an outstanding common stock warrant as at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, may elect and require us to purchase the common stock warrants held by such person immediately prior to the consummation of such Fundamental Transaction by making a cash payment in an amount equal to the Black Scholes Value of the remaining unexercised portion of such registered holders common stock warrants as of the closing of such Fundamental Transaction. If the Notes into shareis right is exercised, our cash resources may be exhausted more quickly than we expect, and we may run out of cash before we are able to secure additional financing.

Risks Related to Ownership of Our Common Stock

If we fail to comply with the continued listing requirements of  The Nasdaq Capital Market, our common stock could depress the  may be delisted, and the price of our common stock and our ability to access the capital markets could be negatively impacted.

Our common stock is currently listed on The Nasdaq Capital Market. We must satisfy Nasdaqs continued listing requirements, including, among other things, a minimum closing bid price of our common stock. $1.00 per share and satisfaction of one of the following standards under Nasdaq Listing Rule 5550(b): (i) a minimum stockholders equity of $2,500,000; (ii) a minimum market value of listed securities of at least $35,000,000; or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

In addition, assuming t effective January 2026, Nasdaq amended its minimum bid requirements to provide that if a companys common stock trades at or below $0.10 for ten consecutive trading days, Nasdaq will immediately issue a delisting determination and the Notes are issuedcompanys common stock will be suspended from trading immediately. Unlike typical delisting determinations, a companys request for a hearings panel review will not automatically stay the trading suspension.

Nasdaq listing rules also provide that if a company conducts a reverse split and then falls below the $1.00 minimum bid within one year, it may no longer receive a new compliance period and can be subject to immediate delisting.

In 2024, we experienced a bid price deficiency and regained compliance by way of a reverse stock split. Although we have not received a bid price deficiency notice from Nasdaq since, the conversionlosing bid price of our common stock has been below $1.00 since July 13, 2026 through the date of the filing of some or all of tthis Quarterly Report on Form 10-Q.

Failure to satisfy any of these standards could result in delisting, which would have a material adverse effect on our business. There are many factors that may adversely affect our ability to comply with the requirements for continued listing on The Notes into shares oasdaq Capital Market, including those described throughout this Risk Factors section. Many of these factors are outside of our control. As a result, we cannot assure you that we will continue to comply with the requirements for continued listing on The Nasdaq Capital Market, including the minimum stockholders equity requirement.

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A delisting of Senti Holdings will dilute oour common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors and employees and fewer business development opportunities. In addition, any potential delisting of our ownership interests in Senti Holdingscommon stock from Nasdaq would also make it more difficult for our stockholders to sell their shares in the public market.

As of the date of the filing of this Quarterly Report on Form 10-Q, our stockholders equity has fallen below $2.5 million. In addition, as of the date of the filing of this Quarterly Report on Form 10-Q, the holding entity of oe market value of our listed securities has been below Nasdaqs requirement of $35 million for a period of 30 consecutive business days. As a result, we expect to receive a deficiency letter from Nasdaq notifying us that we are not in compliance with Nasdaq Listing Rule 5550(b). Upon receipt of such notice, we may have 45 calendar days to submit a plan of compliance to Nasdaq. If our operating business Senti Biosciences, Inc. In the eventplan of compliance is approved, we would have up to 180 calendar days to regain compliance with the applicable listing standards. If we do not regain compliance within such 180-day period, we may be eligible for an additional 180-day compliance period, subject to certain conditions, or we may request a hearing before a Nasdaq Hearings Panel. There can be no assurance that we will be able to regain compliance with Nasdaqs continued listing requirements within the applicable compliance period, or at all. If we are unable to regain compliance in a timely manner, our common stock may be delisted from The Nasdaq Capital Market, which could negatively impact the price of our common stock and our ability to access the capital markets.

Celadon Partners, LLC, together with its affiliates, would become our controlling stockholder upon exchange of the Initial Notes for shares of our common stock, and this stockholders interests may not be the same as those of our other stockholders.

Based on the Schedule 13D/A filed by Celadon Partners, LLC, Celadon Partners SPV 24, CPIF II-7 Limited and Parent (whom we collectively refer to as Celadon) with that e SEC on July 16, 2026, or the Celadon 13D/A, assuming the Issuance Approval and the maximum amount ofimmediate exchange of the Initial Notes held by Celadon for our common stock, Celadon would beneficially own approximately 54.6% of our common stock and would become our controlling stockholder.

In addition, pursuant to the Securities Purchase Agreement, although we are not obligated to issue or sell any additional Notes beyond the Initial Notes other than the Additional Notes are sold underthat Parent is required to purchase pursuant to the Merger Agreement, we may choose to sell up to a total of $30.0 million in aggregate principal amount of additional Notes, including the Additional Notes, pursuant to the Securities Purchase Agreement and su. Assuming that we sell the full $6.0 million of Additional Notes or $30.0 million in aggregate principal amount of such additional Notes are subsequently converted intto Celadon, the Issuance Approval is obtained and Celadon immediately exchanges all of its Notes for shares of our common stock, Celadon would beneficially own 62.3% or 77.5% of the Companys common stock, respectively. In addition, pursuant to the terms of the Notes, if the Merger closes, we have the right to force the exchange of all outstanding Notes for shares of our common stock.

As a result, if the Issuance Approval is approved and Celadon exchanges its Notes for our common stock, Celadon would strongly influence or control the vote of all matters submitted to our stockholders, including any future transaction requiring approval of our stockholders, including mergers, consolidations, dissolutions or sales of assets. These transactions may benefit Celadon at the expense of our other stockholders or may disproportionately benefit Celadon compared to our other stockholders.

The exchange of the Notes for our common stock could result in substantial dilution to our existing shareholders and could cause our stock price to decline.

If the Notes are exchanged for our common stock, such shares of our common stock will be significantly dilutive and may cause a decline in the market price of our common stock.

As of June 30, 2026, the net tangible book value of our Common Stock was approximately $(16.6) million, or $(0.53) per share of common stock based on 31,144,754 shares of our common stock issued and outstanding. Net

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tangible bo equity ok value per share as of a particular date represents our total tangible assets less total liabilities, divided by the number of Senti Holdings, the shares of outstanding Common Stock.

After giving effect to the issuance of 15,971,890 shares of our common stock upon the potential exchange of the Initial Notes (which amount assumes the Issuance Approval is approved and Celadon exchanges its full amount of Initial Notes for our common stock) at an assumed price of $0.6261 per share, the pro forma net tangible book value as of June 30, 2026 would have been approximately $(7.2) million or $(0.15) per share. This represents an immediate increase in the net tangible book value of $0.38 per share to existing stockholders.

Assuming Celadon purchases all the additional Note holders would own more than a majorits having an aggregate principal amount of $30.0 million, and exchanges its Notes for 47,916,669 shares of our common stock (which amount assumes the Issuance Approval is approved and Celadon exchanges its full amount of its Notes for our common stock) at an assumed price of $0.6261 per share, the pro forma net tangible book value as of June 30, 2026 would have been approximately $21.7 million or $0.23 per share. This represents an immediate increase in the net tangible book value of $0.38 per share to existing stockholders.

Risks Related to Our Future Operations

Following the Merger, we will not have any clinical product candidates and will instead have only two early-stage programs, which may negatively impact the value of our common stock.

If the Merger is completed, we will no longer be developing SENTI-202 or any of our othe equity of Senti Holdings.

Moreover, issuances of our common stock at a price below the conversion/exchange price ther programs, other than (i) our program seeking a treatment for Rett Syndrome, or the Rett Syndrome program utilizing the Companys Regulator Dial technology and (ii) our platform of Regulator Dial-enabled armored tumor-infiltrating lymphocyte, or TIL, therapies designed to address key limitations associated with current TIL approaches, or the TIL program. Following closing, we plan to continue advancing our Rett Syndrome and TIL programs with the goal of returning additional value to our stockholders. Notwithstanding this present expectation, our Board may use our resources for other purposes for the benefit of the Company and our stockholders, and in connection therewith may find it necessary or advisable to use our resources for different or presently non-contemplated purposes.

Our Rett Syndrome and TIL programs are each in an early stage of development, and there can be no assurance that either program will yield a clinical product candidate that will receive FDA approval in the future or that it will attract interest from third-party collaborators. Therefore, the value of our common stock after the Merger may be materially and adversely affected by the fact that our Rett Syndrome and TIL programs are expected to be our only programs following the Merger.

Our ability to successfully operate our business following the Merger will depend on our ability to obtain substantial capital, and such capital may not be available on acceptable terms, or at all.

The successful operation of our business following the Merger will require substantial capital. Our cash resources following the Merger will not be sufficient to fund our strategy, operations or liquidity needs beyond several months without raising additional debt or equity financing during the initial period after the Merger is consummated. We expect to continue to incur significant cash needs, including for personnel costs, public company costs, professional fees, transaction expenses, working capital, debt service and the costs of advancing our Rett Syndrome and TIL programs. Our cash resources may be exhausted more quickly than we expect, and we may run out of cash before we are able to secure additional financing.

Capital markets conditions, trading volatility in our common stock, our financial condition, investor sentiment regarding our Rett Syndrome and TIL programs and other factors may make it difficult or impossible for us to obtain additional capital on terms that are acceptable to us, or at all. If financing is unavailable or available only on unfavorable terms, we may be forced to curtail operations, issue additional equity that is highly dilutive, incur restrictive indebtedness, drastically reduce expenses, cease operations, declare bankruptcy, or pursue other strategic alternatives, which could include acquisition alternatives. If we are unable to raise capital when needed, we may run out of cash. Any of these outcomes could materially adversely affect our business and stockholders.

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Our ability to main in effect would result in full-ratchet anti-dilutitain the listing of our common stock on Nasdaq following the Merger is highly uncertain, and if we are unable to satisfy Nasdaqs continued listing requirements, our common stock could be delisted.

Following the Merger, our business, operations, financial condition, market capitalization, stockholders equity and trading characteristics will change materially. As a result, we may have difficulty continuing to satisfy Nasdaqs continued listing standards, including standards relating to minimum stockholders equity, market value, bid price, publicly held shares, round-lot holders, corporate governance and other qualitative and quantitative requirements. In addition, after the Merger, investors may view us as an operating company with limited assets or operations pending implementation of our new business plan, which could adversely affect trading in our common adjustments understock and our ability to satisfy applicable listing standards. This risk may be heightened because, after the Merger, we will be viewed as a company with limited operating history, extremely limited capital and uncertain prospects. If Nasdaq determines the terms ofat we no longer meet one or more of its continued listing requirements, our common stock could be delisted. A delisting would likely adversely affect the Notes. Such issuances would therefore result in addi liquidity and market price of our common stock, reduce our access to the capital markets, impair our ability to raise additional financing, decrease analyst coverage and investor interest, and make it more difficult for stockholders to sell their common stock. Any such consequences could materially and adversely affect the value of an investment in our common stock.

Public company costs may consume a disproportionate amount of our remaining resources.

Following the Merger, we expect to continue to incur substantial costs associated with being a public company, including costs relating to SEC reporting, Nasdaq compliance, legal and accounting services, audit requirements, internal controls, investor relations, directors and officers insurance, corporate governance, stockholder communications and other administrative and compliance functions. If our continuing operating business remains limited, these costs may represent a disproportional dilutite burden on our liquidity and financial resources. As a result, a significant portion to our stocof our available capital may be consumed by public company obligations rather than by investment in the advancement of our Rett Syndrome and TIL programs. If public company costs are greater than expected, or if our remaining resources are less than expected, our ability to execute our strategy, remain listed on Nasdaq, maintain operations and create stockholders. value could be materially adversely affected.

We may be subject to securities litigation, which is expensive and could divert our attention.

We may be subject to securities litigation in connection with the Subject Transactions, including possible regulatory action or class action lawsuits. Litigation is frequently initiated in connection with merger and acquisition transactions, particularly those involving insiders. Regulatory inquiries and litigation are complex and could result in substantial costs, divert our management's attention and resources, and harm our business, financial condition and results of operations.