Senti Biosciences, Inc.
14.50%
3,775,615
1854270
81726A209
Mar 5, 2025
Mar 10, 2025, 07:00 PM
Reporting Persons (7)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| New Enterprise Associates 15, L.P. | Partnership | 14.50% | 3,775,615 | 0 | 3,775,615 |
| NEA Partners 15, L.P. | Partnership | 14.50% | 3,775,615 | 0 | 3,775,615 |
| NEA 15 GP, LLC | Other | 14.50% | 3,775,615 | 0 | 3,775,615 |
| Forest Baskett | Individual | 14.50% | 3,775,615 | 0 | 3,775,615 |
| Anthony A. Florence, Jr. | Individual | 14.50% | 3,775,615 | 0 | 3,775,615 |
| Mohamad H. Makhzoumi | Individual | 14.50% | 3,775,615 | 0 | 3,775,615 |
| Scott D. Sandell | Individual | 14.50% | 3,775,615 | 0 | 3,775,615 |
Disclosure Items (7)
Common Stock, $0.0001 par value
Senti Biosciences, Inc.
2 Corporate Drive, First Floor, South San Francisco, CA, 94080
New Enterprise Associates 15, L.P. ("NEA 15"); NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; and NEA 15 GP, LLC ("NEA 15 LLC" and together with NEA Partners 15, the "Control Entities"), which is the sole general partner of NEA Partners 15; and Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi") and Scott D. Sandell ("Sandell") (together, the "Managers"). The Managers are the managers of NEA 15 LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
The principal business of NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA 15 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Not applicable.
NEA 15 is the record owner of 3,775,615 shares of Common Stock (the "NEA 15 Shares"). As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the NEA 15 Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the NEA 15 Shares. Each Reporting Person disclaims beneficial ownership of the NEA 15 Shares other than those shares which such person owns of record. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on (a) 4,829,457 shares of Common Stock reported by the Issuer to be outstanding as of January 21, 2025, on the Issuer's Definitive Proxy Statement filed with the SEC on January 27, 2025 and (b) 21,157,000 shares of Common Stock issued in connection with the automatic conversion of the Series A Preferred Stock sold pursuant to the Offering.
Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
None of the Reporting Persons has effected any transaction in the NEA 15 Shares during the last 60 days.
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, NEA 15 Shares beneficially owned by any of the Reporting Persons.
Not applicable.
Not applicable.
Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.