Senti Biosciences, Inc. Announces Major Holding Company Reorganization

Key Points for Investors

• Date of announcement: April 1, 2026
• Type of Filing: Form 8-K (Current Report)
• Company: Senti Biosciences, Inc. (NASDAQ: SNTI)
• Event: Planned Holding Company Reorganization, expected to be effective by April 16, 2026

Details of the Reorganization

Senti Biosciences, Inc. has announced plans to implement a holding company reorganization, which is currently scheduled to become effective by April 16, 2026. This strategic move will be executed via a tax-free merger, whereby Senti Biosciences, Inc. will merge with and into Senti Biosciences Merger Sub, Inc., a newly formed Delaware corporation that is a subsidiary of another newly formed entity, Senti Holdings, Inc. Senti Holdings, in turn, is a subsidiary of Senti Biosciences Holdings, Inc., which is wholly owned by Senti Biosciences, Inc.

Upon completion of this reorganization, Senti Biosciences Holdings, Inc. will become the successor issuer to Senti Biosciences, Inc. As part of the transaction, each outstanding share of Senti Biosciences, Inc. common stock (\$0.0001 par value) will automatically be converted into an equivalent share of Senti Biosciences Holdings, Inc. common stock, with identical designations, rights, powers, preferences, qualifications, limitations, and restrictions as the original shares.

Implications for Shareholders

Shareholders will not be required to vote on this reorganization. The entire process will be conducted under Section 251(g) of the Delaware General Corporation Law, allowing for the formation of a holding company without a stockholder vote. The conversion of shares will occur automatically, with no action required on the part of existing securityholders.

Stock certificates and book-entries: After the reorganization, all certificates and book-entries that previously represented shares of Senti Biosciences, Inc. will represent the same number of shares in Senti Biosciences Holdings, Inc. common stock.

Trading continuity: Shares of Senti Biosciences Holdings, Inc. will continue to trade on the Nasdaq Capital Market under the ticker symbol “SNTI,” but will have a new CUSIP number.

No tax impact: Shareholders will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares in the holding company reorganization.

Corporate continuity: Senti Biosciences Holdings, Inc. will retain, on a consolidated basis, the same directors, assets, businesses, and operations as Senti Biosciences, Inc. had immediately prior to the reorganization.

Leadership: The filing is signed by Timothy Lu, Chief Executive Officer and President, on behalf of Senti Biosciences, Inc.

Potential Price-Sensitive Information

• Structural Change: This holding company reorganization is a significant corporate event. Such reorganizations can affect investor perceptions, especially regarding future business flexibility, potential for spin-offs, and strategic transactions.
• Tax-free Conversion: The automatic conversion of shares is tax-free, reducing risk for shareholders and ensuring continuity.
• Trading Uninterrupted: The shares will continue trading under SNTI on Nasdaq, ensuring no disruption in liquidity, but with a new CUSIP.
• No Shareholder Vote: The absence of a shareholder vote may be notable, as it streamlines the process but removes direct input from investors.
• Timing and Delays: The company notes that implementation could be delayed beyond the anticipated April 16, 2026 date, potentially for reasons outside its control. Investors should monitor for updates.

What Investors Should Watch

• Monitor company communications for updates on the effective date and any changes to the reorganization plan.
• Be aware of the new CUSIP for SNTI shares post-reorganization.
• Consider the implications of the new holding company structure for future corporate actions, such as spin-offs, mergers, or acquisitions.

Company Profile

• Name: Senti Biosciences, Inc.
• Incorporation: Delaware
• Trading Symbol: SNTI
• Exchange: Nasdaq Capital Market
• Address: 2 Corporate Drive, First Floor, South San Francisco, CA 94080
• Phone: (650) 239-2030
• Tax ID: 86-2437900
• Emerging Growth Company: Yes
• Extended Transition Period for Accounting Standards: Yes (elected not to use extended transition period)

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. While every effort has been made to ensure accuracy, readers should consult official filings and professional advisors before making any investment decisions. The described event may or may not have a material impact on share price. Past performance is not indicative of future results.