Senti Biosciences (SNTI) Proxy filing summary

Executive summary

• Entered into a $2.0 million Senior Secured Convertible Note agreement with NSG BioInnovation Fund, L.P., amending prior agreements to include NSG as a party.

• Secured a $2.5 million equity commitment from an affiliate of Celadon Partners, LLC, to purchase common stock at the Nasdaq minimum price, contingent on the closing of a merger.

• The equity commitment includes customary demand and piggyback registration rights and indemnification obligations.

• The company is pursuing a merger transaction that may result in a contingent value right (CVR) payout of up to $60 million, subject to regulatory and sales milestones.

Voting matters and shareholder proposals

• A preliminary proxy statement has been filed regarding the issuance of notes beyond the Exchange Cap and the proposed merger transaction.

• Shareholders will receive proxy materials and are urged to review all documents before voting on the proposed transactions.

Board of directors and corporate governance

• Information about directors, executive officers, and their stock ownership is available in the amended annual report and will be included in the proxy statement.