Form 8-K

8-K — Senti Biosciences, Inc.

Accession: 0001628280-26-021578

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0001854270

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — snti-20260327.htm (Primary)

EX-99.1 (ex991sntiq425earningsrelea.htm)

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8-K

8-K (Primary)

Filename: snti-20260327.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2026

___________________________________

SENTI BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)

___________________________________

Delaware 001-40440 86-2437900

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2 Corporate Drive, First Floor

South San Francisco, California 94080

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share SNTI

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On March 27, 2026, Senti Biosciences, Inc. issued a press release announcing its financial results for the year ended December 31, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release, dated March 27, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENTI BIOSCIENCES, INC.

Date:

March 27, 2026

By: /s/ Timothy Lu

Name: Timothy Lu, M.D., Ph.D.

Title: Chief Executive Officer and President

EX-99.1

Filename: ex991sntiq425earningsrelea.htm · Sequence: 2

Document

Exhibit 99.1

Senti Bio Reports Fourth Quarter and Full Year 2025 Financial Results and Provides a Corporate Update

South San Francisco, Calif., March 27, 2026 (GLOBE NEWSWIRE) -- Senti Biosciences, Inc. (Nasdaq: SNTI) (“Senti Bio”), a clinical-stage biotechnology company developing next-generation cell and gene therapies using its proprietary Gene Circuit platform, today reported financial results for the fourth quarter of 2025 and full year 2025 and provided a summary of recent pipeline and corporate highlights.

“2025 was a year of important progress for Senti as we continued to advance our mission of developing next-generation cell and gene therapies powered by our synthetic biology platform. Over the past year, we have strengthened the clinical and translational foundation of our pipeline, with SENTI-202 as the lead program generating positive clinical data, while continuing to refine and expand the capabilities of our Gene Circuit platform. We remain focused on disciplined execution, advancing our key programs toward critical development milestones and positioning Senti to deliver smarter, more selective medicines for patients with serious diseases. I am proud of our team’s commitment and believe the progress we made in 2025 positions us well for the opportunities ahead,” commented Timothy Lu, MD, PhD, Co-Founder and CEO of Senti Biosciences.

RECENT PIPELINE AND CORPORATE UPDATES

•Reported updated positive preliminary clinical data from the ongoing Phase 1 trial of SENTI-202 in relapsed/refractory acute myeloid leukemia (AML), demonstrating encouraging response rates, durability, and a favorable safety profile;

•Received Regenerative Medicine Advanced Therapy (RMAT) designation from the U.S. Food and Drug Administration for SENTI-202 for the treatment of adults with relapsed or refractory AML;

•Continued advancement of the Company’s pipeline and synthetic biology platform, including progress across its Gene Circuit–engineered cell therapy programs; and

•Maintained focus on disciplined capital management to support pipeline execution and key development milestones.

YEAR 2025 FINANCIAL RESULTS

•Cash and Cash Equivalents: As of December 31, 2025, Senti Bio held cash and cash equivalents of approximately $16.4 million.

•R&D Expenses: Research and development expenses were $7.8 million for both of the three months ended December 31, 2025 and 2024, respectively. For the full year of 2025, research and development expenses were $37.6 million.

•G&A Expenses: General and administrative expenses were $5.8 million and $8.4 million for the quarter ended December 31, 2025 and 2024, respectively. The decrease of $2.6 million was primarily due to a decrease of $2.3 million in external services and supplies cost and a decrease of $0.7 million in facilities and other costs, partially offset by an increase of $0.4 million in personnel-related expenses. For the full year of 2025, general and administrative expenses were $26.2 million.

•Net Loss: Net loss was $14.5 million, or $0.53 per basic and diluted share, for the three months ended December 31, 2025. Net loss for the full-year 2025 was $61.4 million, or $2.73 per share. Net loss for the year ended December 31, 2025 included a non-recurring $5.1 million impairment of long-lived assets as well as non-cash stock-based compensation expense of $5.7 million.

About Senti Bio

Senti Bio is a clinical stage biotechnology company developing a new generation of cell and gene therapies for patients living with incurable diseases. To achieve this, Senti Bio is leveraging its synthetic biology platform to engineer Gene Circuits into new medicines with enhanced precision and control. These Gene Circuits are designed to precisely kill cancer cells, to spare healthy cells, to increase specificity to target tissues, and/or to be controllable even after administration. The Company’s wholly-owned pipeline comprises cell therapies engineered with Gene Circuits to target challenging liquid and solid tumor indications. Senti’s Gene Circuits have been shown preclinically to work in both NK and T cells. Senti Bio has also preclinically demonstrated the potential breadth of Gene Circuits in other modalities and diseases outside of oncology and continues to advance these capabilities through partnerships.

Forward-Looking Statements

This press release and document contain certain statements that are not historical facts and are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the words “believe,” “could,” “predict,” “continue,” “ongoing,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “forecast,” “seek,” “target” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations of Senti Bio’s management and assumptions, whether or not identified in this document, and, as a result, are subject to risks and uncertainties. Forward-looking statements include, but are not limited to, expectations regarding Senti Bio’s future results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Senti Bio. Many factors could cause actual future results to differ materially from the forward-looking statements in this document, including but not limited to: (i) changes in domestic and foreign business, market, financial, political and legal conditions, (ii) changes in the competitive and highly regulated industries in which Senti Bio operates, variations in operating performance across competitors, changes in laws and regulations affecting Senti Bio’s business, (iii) the ability to implement business plans, forecasts and other expectations, (iv) the risk of downturns and a changing regulatory landscape in Senti Bio’s highly competitive industry, (v) risks relating to the uncertainty of any projected financial information with respect to Senti Bio, (vi) risks related to uncertainty in the timing or results of Senti Bio’s , clinical studies, patient enrollment, and GMP manufacturing startup activities, (vii) Senti Bio’s dependence on third parties in connection with clinical studies, and GMP manufacturing activities, (viii) risks related to delays and other impacts from macroeconomic and geopolitical events, increasing rates of inflation and rising interest rates on

business operations, (ix) risks related to the timing and utilization of the grant from CIRM, and (x) the success of any future research and development efforts by Senti Bio. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Senti Bio’s most recent periodic report filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents filed by Senti Bio from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements in this document. There may be additional risks that Senti Bio does not presently know, or that Senti Bio currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements in this document. Forward-looking statements speak only as of the date they are made. Senti Bio anticipates that subsequent events and developments may cause Senti Bio’s assessments to change. Except as required by law, Senti Bio assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Availability of Other Information About Senti Biosciences, Inc.

For more information, please visit the Senti Bio website at www.sentibio.com or follow Senti Bio on X (@SentiBio) (https://x.com/sentibio) and LinkedIn (Senti Biosciences) (https://www.linkedin.com/company/senti-biosciences). Investors and others should note that we communicate with our investors and the public using our company website (www.sentibio.com), including, but not limited to, company disclosures, investor presentations and FAQs, Securities and Exchange Commission filings, press releases, public conference call transcripts and webcast transcripts, as well as on X (https://x.com/sentibio) and LinkedIn (https://www.linkedin.com/company/senti-biosciences). The information that we post on our website or on X (https://x.com/sentibio) or LinkedIn (https://www.linkedin.com/company/senti-biosciences) could be deemed to be material information. As a result, we encourage investors, the media and others interested to review the information that we post there on a regular basis. The contents of our website or social media shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Investor Contact:

JTC Team, LLC

Jenene Thomas

(908) 824-0775

SNTI@jtcir.com

Senti Biosciences, Inc.

Unaudited Selected Consolidated Balance Sheet Data

(in thousands)

December 31, December 31,

2025 2024

Cash and cash equivalents $ 16,420 $ 48,277

Total assets 51,223 97,841

Total liabilities 45,634 47,086

Series A redeemable convertible preferred stock — 25,106

Accumulated deficit (358,572) (297,134)

Total stockholders’ equity 5,589 25,649

Senti Biosciences, Inc.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

Three Months Ended December 31, Year Ended December 31,

2025 2024 2025 2024

Revenue $ 22 $ — $ 22 $ —

Operating expenses:

Research and development (including related party costs of $1,836 and $3,207 for the three months ended December 31, 2025 and 2024, respectively, and $12,909 and $14,266 for the year ended December 31, 2025 and 2024, respectively)

7,760 7,772 37,586 34,356

General and administrative 5,846 8,395 26,163 26,370

Impairment of long-lived assets 5,052 — 5,052 313

Total operating expenses 18,658 16,167 68,801 61,039

Loss from operations (18,636) (16,167) (68,779) (61,039)

Other income (expense):

Interest income 97 230 927 948

GeneFab sublease income - related party 3,691 1,744 5,423 6,449

Other income, net - related party 160 — 160 —

Other income, net 221 159 831 153

Change in fair value of Preferred Stock Tranche Liability - related party — 13,404 — 13,404

Change in fair value of GeneFab Option - related party — — — 6,331

Change in fair value of contingent earnout liability — 20 — 20

Change in fair value of GeneFab Economic Share - related party — — — (1,816)

Change in fair value of GeneFab Note Receivable - related party — — — (17,240)

Total other income, net $ 4,169 $ 15,557 $ 7,341 $ 8,249

Net loss $ (14,467) $ (610) $ (61,438) $ (52,790)

Comprehensive loss $ (14,467) $ (610) $ (61,438) $ (52,790)

Basic and diluted net loss per share $ (0.53) $ (0.67) $ (2.73) $ (12.03)

Basic and diluted weighted-average number of shares used in computing net loss per share 27,380,373 4,661,085 22,483,391 4,595,946

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