Senti Biosciences Holdings, Inc.

This adds $4.0 million in secured convertible debt and advances a proposed Celadon-affiliated merger with a $60.0 million CVR structure, with a preliminary proxy already filed on July 21, 2026. The transaction structure and milestone-based payout represent a significant post-SPAC restructuring event for DYNS shareholders.

Equity crossed into deficit during the half-year and cash covers roughly half a quarter at the current burn as reported. Much of the improvement in the six-month loss is a one-time lease-modification gain, and GeneFab related-party items run through revenue, costs, receivables and sublease income.

Under that merger agreement, among Parent, Merger Sub, the Company, Midco and Opco, Merger Sub merges into Midco and each Midco share converts into the right to receive Milestone Payment Amounts, distributed to the Company's equityholders as contractual contingent value rights, one CVR per outstanding Company share — consideration is contingent, not a fixed share count. Opco licenses or assigns the intellectual property and contracts for the Rett Syndrome and TIL programs. The reverse split ratio is a range of 1-for-20 to 1-for-50 at the board's discretion.

Filing the merger agreement under Schedule 14A as well as on Form 8-K puts it before stockholders as soliciting material, which confirms the transaction goes to a vote rather than being completed by written consent or tender. For holders of the former DYNS equity that vote is the only point of leverage, and the merger consideration and equity award treatment sections are the two places to check before deciding — neither figure is visible in the captured text, so confidence here is limited.

An acquisition by a private SPV rather than a strategic buyer, structured with a merger sub and a required stockholder vote, means public holders of the former DYNS equity are being taken out for consideration fixed in the agreement rather than continuing as shareholders. The sections on the effect on capital stock and on company equity awards are where that consideration and the treatment of options sit; they are named in the captured text but their figures are not, so the price cannot be established from this excerpt.

The preferred was already placed, so this vote decides only whether it can convert into stock — a refusal would leave the investors holding an unconvertible instrument and the company without the financing it has already banked. Scale is the point: there were 4,829,457 shares of common stock outstanding, so a Rule 5635 issuance, which by definition can exceed twenty percent of that base, could multiply the share count. A quorum needs a majority in voting power present or represented by proxy.

What changed: On August 14, 2026, Senti Holdings issued $4.0 million in Senior Secured Convertible Notes to Celadon Partners SPV 24 under the April 27, 2026 Securities Purchase Agreement. The filing also references a potential merger of a Celadon affiliate into Senti Holdings with contingent value rights up to $60.0 million tied to SENTI-202 regulatory and sales milestones. Why it matters: This adds $4.0 million in secured convertible debt and advances a proposed Celadon-affiliated merger with a $60.0 million CVR structure, with a preliminary proxy already filed on July 21, 2026. The transaction structure and milestone-based payout represent a significant post-SPAC restructuring event for DYNS shareholders.

What changed: Q2 2026 10-Q of Senti Biosciences Holdings, Inc. (Nasdaq: SNTI). Cash and equivalents fell to $6,463 thousand from $16,420 thousand at December 31, 2025, with restricted cash of $1,426 thousand; total assets were $33,105 thousand versus $51,223 thousand and total liabilities $36,506 thousand versus $45,634 thousand, so stockholders' equity turned to a $(3,401) thousand deficit from $5,589 thousand. Why it matters: Equity crossed into deficit during the half-year and cash covers roughly half a quarter at the current burn as reported. Much of the improvement in the six-month loss is a one-time lease-modification gain, and GeneFab related-party items run through revenue, costs, receivables and sublease income.

What changed: PREM14A by SENTI BIOSCIENCES HOLDINGS, INC., the post-combination successor carried on SpacBrain's Dynamics Special Purpose Corp. record — a preliminary proxy for the 2026 annual meeting on August 18, 2026, record date July 23, 2026, not a de-SPAC registration. Six proposals: three Class I directors, KPMG ratification, a Nasdaq 5635(d) issuance of over 19.99% of outstanding common stock on exchange of subsidiary Senti Holdings, Inc.'s Senior Secured Convertible Notes, an Agreement and Plan of Merger dated July 14, 2026, a reverse stock split, and adjournment. Why it matters: Under that merger agreement, among Parent, Merger Sub, the Company, Midco and Opco, Merger Sub merges into Midco and each Midco share converts into the right to receive Milestone Payment Amounts, distributed to the Company's equityholders as contractual contingent value rights, one CVR per outstanding Company share — consideration is contingent, not a fixed share count. Opco licenses or assigns the intellectual property and contracts for the Rett Syndrome and TIL programs. The reverse split ratio is a range of 1-for-20 to 1-for-50 at the board's discretion.