Senti Biosciences Closes $10 Million Senior Secured Convertible Note Financing with Celadon Partners

On May 20, 2026, Senti Biosciences Holdings, Inc. announced that its subsidiary, Senti Holdings, Inc., issued and sold $10.0 million in Senior Secured Convertible Notes to Celadon Partners SPV 24. This transaction follows a previously announced Securities Purchase Agreement dated April 27, 2026. The Notes are exchangeable into common stock of the Issuer (Senti Biosciences) or convertible into common stock of Senti Holdings, subject to certain conditions and a holding company reorganization. At maturity, the Company must pay 200% of the outstanding principal in cash. The agreement includes a Contingent Value Right (CVR) provision related to the achievement of regulatory and sales milestones for the company's product candidate, SENTI-202, which could result in payouts of up to $60.0 million. In connection with the financing, the company entered into registration rights, guarantee, and voting agreements. The proceeds are intended to support the clinical development of SENTI-202. Senti Biosciences will file a proxy statement to seek stockholder approval for certain aspects of the transaction, including potential share issuances beyond the established exchange cap.