Senti Bio Secures $40M Financing with Celadon Partners

On April 27, 2026, Senti Biosciences Holdings, Inc. entered into a Securities Purchase Agreement with an affiliate of Celadon Partners SPV 24 to issue up to $40.0 million in Senior Secured Convertible Notes across two tranches. The first tranche consists of $10.0 million in Initial Notes, while the second tranche includes up to $30.0 million in Additional Notes, subject to Celadon's discretion and the execution of a potential Contingent Value Right (CVR) transaction. The CVR transaction, if consummated, could pay stockholders up to $60.0 million based on regulatory and sales milestones for SENTI-202. The Notes are secured by substantially all assets, bear no interest unless in default (12.0%), and have a 200% cash repayment requirement at maturity if not converted. Proceeds are earmarked for general corporate purposes and advancing clinical trials and CMC for SENTI-202. Senti will seek stockholder approval for the issuance and the CVR transaction by August 31, 2026. Following the initial issuance and conversion, Celadon is expected to beneficially own approximately 54.6% of the company's common stock.