Senti Biosciences (SNTI) Proxy filing summary

Executive summary

• The proxy filing details a proposed merger where Senti Merger Sub, Inc. will merge into Senti Holdings, Inc., making it a wholly owned subsidiary of Celadon Partners SPV 35 Limited, with Senti Holdings continuing as the surviving entity.

• Stockholders will receive contingent value rights (CVRs) tied to milestone payments if certain regulatory and commercial achievements for SENTI-202 are met within seven years, with a maximum aggregate payout of $60 million.

• The transaction is structured to allow Senti Biosciences Holdings, Inc. to continue as a public company focused on Rett Syndrome and TIL programs, while divesting SENTI-202 and related assets.

• The merger is subject to approval by a majority of all stockholders and a majority of the minority stockholders, with a special committee of independent directors overseeing the process and recommending approval.

• A fairness opinion from Lincoln International LLC concluded the merger consideration is fair to public stockholders from a financial perspective.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, ratifying KPMG LLP as auditor, approving the issuance of over 19.99% of common stock upon note conversion, approving the merger, authorizing a reverse stock split (1-for-20 to 1-for-50), and permitting adjournment if needed.

• Supporting stockholders holding 32.6% of shares have entered into a voting agreement to support the merger and related proposals.

• The reverse stock split is intended to maintain Nasdaq listing compliance.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; nominees for Class I are Timothy Lu, Edward Mathers, and Frances D. Schulz.

• The board has audit, compensation, and nominating/governance committees, all with independent directors.

• The special committee of independent directors managed the merger process and negotiations.