Senti Biosciences Holdings, Inc. announced the completion of its merger transaction on October 21, 2026. As a result, its subsidiary, Senti Holdings, Inc. ("Midco"), has become a wholly-owned subsidiary of ST NewCo Limited. In connection with the merger, Senti equity holders will receive non-transferable Contingent Value Rights (CVRs) entitling them to potential future cash payments of up to $60 million based on the achievement of certain milestones related to its CAR-NK cell therapy, SENTI-202. The company also completed a $2.5 million equity financing and a $16.0 million convertible note exchange.
Key Details
- Merger & CVRs: The merger closed on October 21, 2026. Equity holders will receive CVRs for potential payments of up to $60 million based on three milestones for the SENTI-202 product, which must be achieved within seven years.
- CVR Milestones: The contingent payments are: (1) $10.0M upon FDA acceptance of a Biologics License Application (BLA); (2) $20.0M upon FDA approval of the BLA; and (3) $30.0M upon achieving cumulative worldwide net sales exceeding $200.0M.
- Financing & Debt Conversion: The company raised approximately $2.5 million by issuing 7.3 million shares at $0.342 per share. Additionally, it will exchange $16.0 million in aggregate principal of its Senior Secured Convertible Notes for common stock at the same price of $0.342 per share, effective October 28, 2026.
- Asset Retention: Senti Biosciences Holdings, Inc. retains exclusive worldwide rights to patents and know-how related to its Rett Syndrome and TIL programs, which were assigned back to the company as part of the transaction.