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Senti Biosciences, Inc.
SNTI
Amendment
Ownership

45.00%

Total Shares

13,511,322

Issuer CIK

1854270

CUSIP

81726A209

Event Date

Jan 18, 2026

Accepted

Jan 20, 2026, 04:05 PM

SEC EDGARView Original Filing
Reporting Persons (2)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Celadon Partners SPV 24
Other
45.00%13,511,322013,511,322
Celadon Partners, LLC
Other
45.00%13,511,322013,511,322
Disclosure Items (3)

Security Title

Common Stock, par value $0.0001 per share

Issuer Name

Senti Biosciences, Inc.

Issuer Address

2 CORPORATE DRIVE, FIRST FLOOR, SOUTH SAN FRANCISCO, CA, 94080

The Reporting Persons intend to continue preliminary discussions with the Issuer regarding a potential financing transaction involving the issuance of convertible bonds (the "Bonds") by a newly formed subsidiary of the Issuer (the "Bond Issuer"). The proposed transaction contemplates a financing of at least $10.0 million from a consortium of investors led by the Reporting Persons. The proceeds of the financing are intended to be used to advance the Issuer's CMC and clinical trials for v2.0 process development and GMP manufacturing. The terms currently under discussion provide that the Bonds would be convertible into common equity of the Bond Issuer or exchangeable for Common Stock of the Issuer. The transaction is subject to certain closing conditions and the Bonds would be subject to certain negative pledges and covenants. The Reporting Persons also intend to engage in preliminary discussions with the Issuer in connection with certain restructuring or merger and acquisition transactions involving the parties, and the terms and conditions thereof, certain of which may include, without limitation, changes to the Issuer's capital structure or any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

Percentage of Class

See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 26,290,838 shares of Common Stock outstanding as of October 31, 2025, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed by the Issuer with the Securities and Exchange Commission on November 13, 2025, and assumes the exercise of the Warrants, subject to the 45% beneficial ownership limitation cap as described in Item 3 of the Schedule 13D. The percentage set forth on row (13) and the number of shares of Common Stock set forth on rows (8), (10) and (11) give effect to the 45% beneficial ownership limitation cap.

Number of Shares

See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

Transactions

No transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days.

Senti Biosciences, Inc. — Schedule 13D | 13D Filings