SCHEDULE 13D/A: New Enterprise Associates Maintains Significant Stake in Senti Biosciences Following Preferred Stock Conversion

New Enterprise Associates (NEA) has reaffirmed its substantial 14.5% beneficial ownership in Senti Biosciences, Inc. following the conversion of Series A Preferred Stock into common shares.

Summary

• New Enterprise Associates (NEA) and its affiliated entities and managers collectively beneficially own 3,775,615 shares of Senti Biosciences, Inc. Common Stock.
• This ownership represents 14.5% of the Issuer's outstanding Common Stock.
• The filing is an Amendment No. 2 to the original Schedule 13D filed on July 15, 2022, and Amendment No. 1 filed on December 4, 2024.
• The shares were acquired for investment purposes.
• The percentage of ownership was calculated based on 4,829,457 shares outstanding as of January 21, 2025, plus 21,157,000 shares issued from the automatic conversion of Series A Preferred Stock, totaling 25,986,457 shares.
• The Issuer received Stockholder Approval for a previously reported Offering on March 6, 2025.
• On March 10, 2025, the Issuer exercised its right to automatically convert all Series A Preferred Stock sold in the Offering into Common Stock.
• The Reporting Persons have no present plans for extraordinary corporate transactions, changes in management or board, or material changes to capitalization or dividend policy, but may acquire or dispose of additional shares based on market conditions and evaluation of the Issuer.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While a Schedule 13D/A is primarily a disclosure, the continued significant stake by a major investor like NEA, coupled with the successful conversion of preferred stock from a recent offering, suggests ongoing confidence and a stable capital structure for Senti Biosciences. There are no explicit negative disclosures.

Positives

• NEA's continued significant stake (14.5%) in Senti Biosciences indicates ongoing investor confidence from a major venture capital firm.
• The conversion of Series A Preferred Stock to Common Stock simplifies the capital structure and potentially increases liquidity for those shares.

Negatives

• The filing does not contain specific negative financial or operational information; it is primarily an ownership disclosure.

Risks

• The Reporting Persons may dispose of or acquire additional shares of the Issuer depending on market conditions, their continuing evaluation of the business and prospects of the Issuer, and other factors, which could impact share price volatility.

Future Outlook

The Reporting Persons state that they may dispose of or acquire additional shares of Senti Biosciences, Inc. depending on market conditions, their continuing evaluation of the business and prospects of the Issuer, and other factors. They currently have no present plans for extraordinary corporate transactions, changes in management or board, or material changes to capitalization or dividend policy.

Industry Context

This filing reflects a significant venture capital firm's ongoing investment in a biotechnology company, Senti Biosciences. Such substantial ownership by a prominent investor like NEA can signal long-term confidence in the company's potential within the competitive biotech sector, particularly after a capital raise and preferred stock conversion.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding or 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 during the past five years.

Stakeholder Impact

• Shareholders: The conversion of preferred stock to common stock could impact the outstanding share count and potentially dilute existing common shareholders, though this was part of a 'previously reported Offering'. The continued significant ownership by NEA may be viewed positively.
• Investors: Provides transparency regarding a major investor's stake and intentions, which can influence investment decisions.

Next Steps

• NEA 15 and other Reporting Persons may dispose of or acquire additional shares of the Issuer depending on market conditions and their evaluation of the Issuer's business and prospects.

Key Dates

Recommendation

Keywords

Senti Biosciences, New Enterprise Associates, NEA, Schedule 13D/A, Beneficial Ownership, Common Stock, Preferred Stock Conversion, Biotechnology, Investment, SEC Filing