SCHEDULE: Celadon Partners Eyes Senti Bio Financing, M&A

Celadon Partners, a significant shareholder in Senti Biosciences, is engaged in preliminary discussions for a potential $10 million convertible bond financing and strategic transactions.

Summary

• Celadon Partners SPV 24 and Celadon Partners, LLC beneficially own 13,511,322 shares of Senti Biosciences Common Stock, representing 45% of the class.
• This ownership includes 3,734,322 shares issuable upon exercise of warrants, subject to a 45% beneficial ownership limitation cap.
• The percentage is based on 26,290,838 shares of Common Stock outstanding as of October 31, 2025.
• Reporting Persons intend to continue preliminary discussions with Senti Biosciences regarding a potential financing transaction of at least $10.0 million.
• The proposed financing would involve convertible bonds issued by a newly formed subsidiary of Senti Biosciences.
• Proceeds from the financing are intended to be used to advance Senti Biosciences' 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 Senti Biosciences Common Stock.
• The transaction is subject to certain closing conditions, and the bonds would be subject to negative pledges and covenants.
• Reporting Persons also intend to engage in preliminary discussions with Senti Biosciences concerning certain restructuring or merger and acquisition transactions, which may include changes to the Issuer's capital structure.

Sentiment

Score: 6

Explanation: The potential for a significant financing round and strategic M&A discussions is generally positive for a development-stage biotech company like Senti Biosciences, indicating potential capital infusion and strategic options. However, the 'preliminary discussions' and 'subject to closing conditions' aspects introduce uncertainty, preventing a higher score.

Positives

• Potential financing of at least $10.0 million could provide crucial capital for Senti Biosciences.
• Proceeds are earmarked for advancing critical CMC and clinical trials for v2.0 process development and GMP manufacturing.
• Engagement with a significant shareholder (Celadon Partners) on strategic options, including M&A, could unlock value for the company.

Negatives

• The proposed financing is still in "preliminary discussions" and "subject to certain closing conditions," indicating a high degree of uncertainty.
• Convertible bonds, if issued and converted, could lead to dilution for existing shareholders.
• The transaction involves a newly formed subsidiary, which adds complexity to the corporate structure.
• The bonds would be subject to "negative pledges and covenants," potentially restricting Senti Biosciences' future operational and financial flexibility.

Risks

• The proposed financing transaction is in preliminary discussions and may not materialize.
• Any potential financing is subject to closing conditions, which may not be met.
• Convertible bonds, if issued and converted, could dilute the ownership of existing shareholders.
• Restructuring or M&A discussions may not lead to a definitive agreement or may result in terms unfavorable to current shareholders.
• Negative pledges and covenants associated with the bonds could limit Senti Biosciences' operational and financial flexibility.

Future Outlook

Celadon Partners intends to continue preliminary discussions with Senti Biosciences regarding a potential financing transaction of at least $10.0 million through convertible bonds. They also plan to engage in preliminary discussions concerning restructuring or merger and acquisition transactions, which may include changes to Senti Biosciences' capital structure.

Management Comments

• We intend to continue preliminary discussions with the Issuer regarding a potential financing transaction involving the issuance of convertible bonds.
• 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.
• We also intend to engage in preliminary discussions with the Issuer in connection with certain restructuring or merger and acquisition transactions.

Industry Context

This filing highlights a common scenario in the biotechnology sector where companies, especially those in clinical development, seek capital to fund research and development. Significant shareholders often play a crucial role in such financing rounds or strategic realignments, particularly when a company's stock performance might make traditional equity raises challenging. The mention of CMC (Chemistry, Manufacturing, and Controls) and GMP (Good Manufacturing Practice) manufacturing indicates a focus on advancing a therapeutic candidate towards commercialization, a capital-intensive stage for biotech firms.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: Potential for capital infusion to advance programs, but also risk of dilution from convertible bonds and uncertainty regarding M&A outcomes.
• Company (Senti Biosciences): Access to capital for critical CMC and clinical trial advancement, potential for strategic restructuring or M&A to enhance value.
• Employees: Potential for continued funding of development programs, which could secure jobs, but also uncertainty from M&A discussions.

Next Steps

• Continue preliminary discussions with Senti Biosciences regarding a potential financing transaction.
• Engage in preliminary discussions with Senti Biosciences concerning restructuring or merger and acquisition transactions.

Key Dates

Keywords

Senti Biosciences, Celadon Partners, Schedule 13D, Convertible Bonds, Financing, M&A, Biotechnology, Clinical Trials, Capital Structure, Shareholder Ownership