Senti Biosciences Holdings, Inc. (SNTI) Form 8-K — Oct 26, 2026
Senti Biosciences Holdings completed its merger with Celadon Partners-controlled ST NewCo Limited on October 21, 2026, with Midco surviving as a wholly owned subsidiary of Parent. Public equityholders will receive non-tradeable contingent value rights paying up to $60.0 million in aggregate, contingent on SENTI-202 BLA filing ($10.0M), FDA approval ($20.0M), and $200.0 million in cumulative net sales ($30.0M), all within seven years. The Company also agreed to a structural separation: Opco assigned to the Company patents, agreements and know-how for its Rett Syndrome and TIL programs at no cost, and Opco will provide transitional corporate and R&D services for an initial 12-month term.
Key figures
- Gross Proceeds
- 2500000
- Offering Price
- 0.342
- Shares Offered
- 7309941
- Cvr expiration
- 7th anniversary of Closing Date
- Cvr aggregate cap
- $60.0 million
- Cvr bla milestone
- $10.0 million
- Equity sale shares
- 7309941
- Cvr sales milestone
- $30.0 million
- Notes exchange date
- October 28, 2026
- Celadon note purchases
- $14.0 million
- Cvr fda approval milestone
- $20.0 million
- Equity sale price per share
- $0.342
- Notes outstanding principal
- $16.0 million
- Cvr sales milestone threshold
- $200.0 million cumulative worldwide net sales
AI analysis
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