Senti Biosciences

Phase A — Understand the business

Lens 1 · Company Overview

Senti Biosciences Holdings, Inc. (Nasdaq: SNTI; South San Francisco) is a clinical-stage cell- and gene-therapy company built around a "gene circuit" platform — proprietary combinations of DNA sequences that let an engineered cell sense inputs, compute a decision (Boolean logic — AND / OR / NOT / NOT-IF gates), and respond, so the therapy discriminates cancer from healthy tissue. The platform is explicitly modality-agnostic (NK, T, TIL, iPSC, HSC, AAV in-vivo, mRNA), but the internal pipeline is focused on off-the-shelf, healthy-donor-derived CAR-NK cells in oncology.

• Lead product — SENTI-202: a Logic-Gated CD33/FLT3-targeting allogeneic CAR-NK for relapsed/refractory hematologic malignancies including AML. This single asset is the investment case (81 mentions in the 10-K; everything else is platform optionality).
• Business model: no revenue. Funded historically by SPAC proceeds (de-SPAC via Dynamics Special Purpose Corp, 2022), equity raises, an ATM, and non-dilutive grants — notably an $8.0M CIRM grant (fully received by Dec-2025) supporting SENTI-202.
• Key counterparties: GeneFab/Celadon (clinical manufacturing + now financier — see Lens 2 and Lens 9), the FDA (regulatory gatekeeper), and CIRM (non-dilutive funder).
• Contract structure: the only "customers" are the related-party GeneFab sublease/collaboration lines; there is no commercial contract base. The economically load-bearing contracts now are the GeneFab manufacturing services agreement (DMSA) and the Celadon Securities Purchase Agreement for the notes.
• Commercial-layer files for ai-bio are absent (bottlenecks.md/supply-chain.md/positioning.md all missing), so Phase A is grounded in the 10-K business section + web, not a compiled KB.

Lens 2 · Supply Chain (manufacturing chain — +clinical CDMO framing)

Cell therapy's "supply chain" is its manufacturing chain, and Senti's is the single most distinctive — and dangerous — feature of the structure.

Upstream → Senti → patient, named:

• Donor material: healthy adult-donor NK cells (off-the-shelf / allogeneic) — the platform's core input advantage vs. autologous T-cell therapy.
• Vector: a single retrovirus delivering all three chimeric proteins of the SENTI-202 circuit.
• cGMP manufacturing — GeneFab (the chokepoint): In Aug-2023 Senti sold its Alameda manufacturing equipment, facility-design IP and certain non-oncology license rights to GeneFab (a subsidiary of Valere Bio, wholly owned by Celadon Partners, LLC), then subleased the Alameda facility back (term to Sep-2032, ~$44.1M undiscounted) and contracted GeneFab as its CAR-NK manufacturer under a DMSA.
• Single-source dependency + a glaring flag: Senti's clinical supply for SENTI-202 runs through GeneFab, and the 10-K states plainly that "GeneFab has never operated a cGMP facility before". A first-in-class therapy's CMC sits with a first-time cGMP operator that is also a related party.
• The chokepoint cracked in 2026: GeneFab defaulted on its sublease rent; Senti had to cure the default (Mar-2026 amendments), shrink the Alameda premises to 46,000 sq ft, and convert GeneFab's overdue rent into prepaid manufacturing credits ($2.0M accessible from Sep-2026) — i.e. Senti is now paying for its own future manufacturing with money GeneFab owed it.

Verdict on the chain: the off-the-shelf allogeneic model is a real structural advantage over autologous CAR-T (no per-patient vein-to-vein manufacturing), but Senti has externalized its only manufacturing asset to a conflicted, inexperienced, cash-strapped related party. The supply chain is a single point of failure wearing two hats.

Lens 3 · Competitive Advantages (moats)

• The platform moat (real but unmonetized): Boolean gene circuits — multi-input logic gates — are a genuinely differentiated approach to the central problem of cell therapy: on-target/off-tumor toxicity. SENTI-202's OR-GATE (bivalent CAR hitting CD33 and/or FLT3, present in ~95% of AML; FLT3 reaches the leukemic stem cells that drive relapse) plus a NOT-GATE that spares healthy hematopoietic stem/progenitor cells is a textbook expression of the thesis, and the Phase-1 pharmacodynamics validated the logic-gate mechanism in humans (selective blast/LSC kill with HSPC sparing). Scientific pedigree is top-tier (Lens 9).
• IP: patents + trade secrets on the circuit designs; founders are MIT synthetic-biology principals. This is the durable asset if anything is.
• Bargaining power — essentially none, and inverted. A company with one quarter of cash and a going-concern flag has negative bargaining power. Its financier and its manufacturer are the same insider entity (Celadon), which can dictate terms — and the note terms (full-ratchet, 200% repayment, lien on all assets, contingent merger/CVR) show exactly who holds the leverage. The moat protects the science; it does nothing for the equity holder's claim on that science.
• Switching costs / network effects: n/a — pre-commercial.

Lens 4 · Segments

Single reportable segment — "research and development of the gene circuit platform"; the CODM (CEO) manages on a consolidated basis; all long-lived assets are in the United States; no revenue is generated. segments.csv is empty (headers only). There is nothing to break out by product or geography — the entire enterprise is one pre-revenue R&D unit whose value is the SENTI-202 program plus platform optionality. The only "segment-like" disclosure is the related-party GeneFab sublease/collaboration income, which is a landlord/services artifact, not an operating segment.

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Phase B — Measure performance (pipeline framing, +clinical)

Lens 5 · Pipeline by phase (swaps the operating "Earnings Result" lens)

The asset table is the company.

The Phase-1 SENTI-202 readout (the bull kernel) — updated data at ASH, Dec-2025, from 20 patients (18 response-evaluable):

• 50% ORR; 42% CR/CRh at the recommended Phase-2 dose (RP2D).
• 100% of complete responses were MRD-negative; 83% of all responses MRD-negative.
• 7.6 months median duration of composite complete remission across all patients.
• Favorable safety profile; pharmacodynamics validated the OR/NOT logic-gate mechanism (selective blast + leukemic-stem-cell kill, HSPC sparing).

For relapsed/refractory AML — a population with dismal options — a 42% MRD-negative CR/CRh at RP2D with durable remissions and clean safety is a genuinely strong early signal and the entire reason the equity is not already at zero.

Lens 6 · Earnings Calls / management cadence (sentiment trend)

No earnings-call transcripts on the shelf (transcripts/ empty), and as a going-concern micro-cap Senti's "calls" are thin. Sentiment is better read off the press-release and filing cadence, which shows a clear two-track narrative in 2025–26:

• Clinical track — escalating confidence: AACR (Apr-2025) "potential for complete remission" → Orphan Drug (Jun-2025) → enrollment complete → RMAT (Dec-2025) → ASH data "deep, MRD-negative, durable" → "rapid advancement to a pivotal study," FDA discussions H1-2026. Tone here is unambiguously positive and accelerating.
• Financial track — escalating distress: going-concern language, ATM dilution at ~$2.38, GeneFab default cure, holding-company reorganization (Apr-2026), and the Celadon convertible-note rescue. The "stopped saying" tell: management talks about a pivotal study and indication expansion while disclosing it can fund operations only into Q2/Q3 2026 — the clinical ambition and the cash runway are openly contradictory.

Lens 7 · Catalyst calendar + mechanism comps (swaps the operating "Comps" lens)

Catalyst calendar — what de-risks or kills the equity, and when:

Mechanism comps (by target/modality, not P/E — the company is pre-revenue):

• Nkarta (NKTX) — NKX101, allogeneic CAR-NK targeting NKG2D ligands in R/R AML: 22% CR/CRi (4/18), 17% CR (3/18) at the highest dose with Flu/Cy. This is the closest direct comp, and SENTI-202's 42% CR/CRh meaningfully exceeds it — the single strongest data point in Senti's favor.
• Fate Therapeutics (FATE) — off-the-shelf iPSC-derived CAR-NK/CAR-T (FT522 etc.), but pivoting toward B-cell malignancies and autoimmune, not AML — adjacent, not head-to-head in AML.
• Read-across: in the allogeneic-NK-for-AML niche, Senti's data is currently best-in-class; its balance sheet is worst-in-class.

Lens 8 · Stock-Price Catalysts (what moves the tape)

SNTI trades as a binary, headline-driven micro-cap (~$30M market cap, ~$0.95 share price). The market reacts to exactly two things:

1. Clinical data prints (AACR/ASH positive data → relief rallies on the asset).
2. Financing / dilution / survival headlines (going-concern, ATM use, the Celadon note structure, reorganization → the dominant downward driver). Over the last ~18 months the financing track has overwhelmed the clinical track: strong ASH data did not arrest the slide to sub-$1, because the cap structure tells investors the equity is being diluted/recapitalized regardless of the science. The pattern reveals a market that has (correctly) decided survival risk is the price-setting variable, not efficacy. Most price action is ``-grade and event-clustered.

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Phase C — Judge people & books

Lens 9 · Management, board & the related-party web

• CEO/President/Director — Timothy Lu, M.D., Ph.D.. Co-founder; MIT synthetic-biology professor; bona fide scientific founder. Archetype: visionary founder-scientist, not a turnaround/restructuring operator — which is the skill the moment now demands.
• President & CMO — Kanya Rajangam, M.D., Ph.D. (adopted a 10b5-1 sale plan May-2025 for up to ~12,628 shares — small, but insiders trimming a sub-$2 stock is not a confidence tell).
• CFO — Jay Cross (Principal Financial & Accounting Officer).
• Board — James J. (Jim) Collins, Ph.D. — MIT, a founding father of synthetic biology; reinforces elite science credibility.
• The conflict that defines the company — Celadon Partners. Three roles, one entity:

1. Manufacturer: Celadon wholly owns Valere Bio → GeneFab, Senti's CAR-NK CDMO; GeneFab's CEO is Philip Lee (Senti co-founder/former CTO).
2. Financier: Celadon is the lender of the up-to-$40M senior-secured convertible notes.
3. Board: Donald Tang, a Senti director, is a manager of Celadon Partners, LLC (sole manager of the note entity). So a single insider-controlled party simultaneously (a) controls Senti's only manufacturing line, (b) controls its survival financing on punitive terms, and (c) holds a board seat. This is the central governance fact of the entire dossier.

• Capital-allocation history: value-destructive by outcome — accumulated deficit $362.8M, equity collapsed to $2.6M (Mar-2026), shares roughly tripled YoY (10.0M → 31.1M weighted). The 2023 GeneFab carve-out monetized the manufacturing asset for short-term cash and lease relief but handed strategic control of CMC to the party now dictating the recap. Defensible as survival; corrosive to shareholders.
• Red flags (management): dense related-party dealing (ASC 850 disclosures throughout), a manufacturer that defaulted on rent and is run by a co-founder, and a financing counterparty with a board seat that could end up owning a majority of the operating subsidiary. Not fraud — but a textbook insider-controlled distressed recap with the public float on the wrong side.

Lens 10 · Forensic Red Flags

(Read as a forensic analyst; every figure labeled.)

• Going concern (the headline): management concluded substantial doubt exists; cash of $8.9M (31-Mar-2026) was explicitly "not sufficient" to fund operations. Runway "into Q2 2026," extended to Q3 2026 only with the first note tranche.
• Earnings quality — the lease gain flatters the loss: Q1-2026 net loss of $(4.2)M is better than it looks because it includes a $6.88M one-time "gain on lease modification" (a non-cash credit booked through opex, taking "total operating expenses" to a misleading $4,632K despite $5,281K R&D + $6,233K G&A). The honest run-rate is the cash burn: $(7.5)M of operating cash used in the quarter. Anyone reading the GAAP net-loss line in isolation will badly underestimate the burn.
• Cash vs. earnings divergence: net loss $(4.2)M but operating cash burn $(7.5)M — the gap is the lease gain plus working-capital swings (notably $(1.9)M accounts-payable paydown). Cash is leaving ~1.8x faster than the net-loss line implies.
• Balance-sheet fragility: total liabilities $35.7M vs. total assets $38.2M; equity $2.6M. Operating-lease liabilities of ~$19.1M ($5.9M current + $13.3M non-current) dwarf cash — a real-estate millstone on a company that can't make payroll past one quarter.
• Related-party everywhere (ASC 850): GeneFab receivable, prepaid, sublease income, deferred income, late-fee/interest income, and the GeneFab Option (marked to $0) and Economic Share (marked to $0). Two related-party instruments written to zero is itself a tell about the quality/realizability of the GeneFab relationship.
• Dilution mechanics — death-spiral features: the Celadon notes carry full-ratchet anti-dilution, 200% of principal repayable in cash at a 6-month maturity if unconverted, a first-priority lien on all current and future assets (foreclosure risk), forced-conversion rights, and a structure under which noteholders could own a majority of the operating subsidiary. These are among the most shareholder-hostile financing terms in the public market.
• SBC: modest ($1.3M Q1-2026) and not the story here.

Regulatory findings (required sub-section).

• SEC Litigation Releases: none naming Senti (EDGAR EFTS LR search, 2021-06-30 → 2026-06-30).
• AAERs: none.
• Non-SEC enforcement (FTC/DOJ/FDA/etc.): web search surfaced no enforcement actions, consent decrees, fines or penalties — only routine FDA designation news (Orphan/RMAT/Fast Track, which are favorable).
• 10-K / 10-Q Item 3 (Legal Proceedings): company states it is "not aware of any legal proceedings or claims" expected to be material.
• Listing compliance (not enforcement, but disclosable): Nasdaq notice of non-compliance with the audit-committee rule (5605(c)(2)(A)) — only two of the required three members. A governance/listing overhang, curable.
• Net: No material regulatory or legal enforcement findings — verified via SEC EDGAR EFTS (LR, AAER), web search, and 10-K/10-Q Item 3 as of 2026-06-30. The risk here is financial/structural, not enforcement.

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Phase D — Project & stress-test

Lens 11 · rNPV + runway-to-catalyst (swaps the operating EPS-projection lens; +clinical)

The question that actually matters: does cash reach the next value-inflection catalyst? Marginally, and only on Celadon's terms.

• Runway: $8.9M cash (31-Mar-2026) ÷ ~$7.5M/qtr burn ≈ ~1.2 quarters of self-funded life. Management: into Q2 2026 unaided; into Q3 2026 with the first $10M note tranche. The FDA pivotal-alignment catalyst (H1 2026) is reachable only if Celadon funds — i.e. the catalyst and the dilution are the same event.
• Rough rNPV of SENTI-202 (lead asset, illustrative — every input ``):
• R/R AML is an orphan population; assume a realistic peak-sales envelope of ~$400–700M for a differentiated allogeneic CAR-NK if approved.
• Phase-1-to-approval probability of success for oncology cell therapy with strong early CR + RMAT: generously ~20–25%.
• At, say, $550M peak × 22% PoS × a ~30% discount over ~7 years to launch → an unadjusted asset rNPV very roughly in the low-to-mid-hundreds-of-$M range at the asset level.
• But the equity does not own that rNPV cleanly. Net the going-concern overhang, ~$19M lease liabilities, and — decisively — a convertible structure that can hand a majority of the operating subsidiary to Celadon. Risk-adjusting the asset rNPV for (a) ~75–80% clinical failure and (b) severe structural subordination of the public float, the residual value attributable to current common holders is highly uncertain and plausibly well below the asset's standalone rNPV — consistent with the ~$30M market cap pricing in dilution/recap, not the science.
• Forecast log: per --watchlist rules, no forecast.ts create in this loop. The forecast one would track is binary and clinical, not EPS: "SENTI-202 advances into a pivotal/registrational study by YE-2026, p≈0.45" — noted for a future human-gated /thesis pass, not logged here.

Lens 12 · Bull vs Bear

Bull case. Senti owns the best public Phase-1 dataset in allogeneic CAR-NK for AML — 42% CR/CRh at RP2D, 100% of CRs MRD-negative, 7.6-mo durable remissions, clean safety, beating Nkarta's NKX101 (22% CR/CRi) — with the underlying logic-gate mechanism validated in humans and a stacked regulatory profile (RMAT + Orphan + Fast Track) that can compress the path to registration. RMAT + a clean AML signal makes SENTI-202 a credible M&A / partnership asset: a larger oncology player (or Celadon itself) could acquire the program. At a ~$30M market cap, if the company survives non-catastrophically and if a pivotal path is confirmed in H1-2026, the asset is worth a multiple of today's enterprise value. The platform (modality-agnostic gene circuits, MIT pedigree) is free optionality on top.

Bear case (the controlling case). Three risks that permanently impair the equity:

1. Structural subordination / dilution to zero-ish. The Celadon notes (full-ratchet, 200% repayment, all-asset lien, majority-of-opco-on-conversion, contingent merger + CVR) are engineered to transfer the asset's value to the financier; public common is the residual claimant on a near-empty top company.
2. Liquidity cliff. ~1.2 quarters of cash; survival is entirely contingent on Celadon continuing to fund on its own terms, with a shareholder vote (Aug-2026) and second-tranche election as choke points.
3. Single-asset, single-manufacturer concentration. Everything rides on SENTI-202, manufactured by a first-time-cGMP related party (GeneFab) that already defaulted on rent.

Pre-mortem (18 months out, thesis broke): Celadon's second tranche converts; the merger/CVR closes; public holders are cashed out into a contingent value right worth pennies while Celadon takes SENTI-202 private (or controls the listed shell). The science succeeds; the equity does not. Alternatively, a Phase-1-to-pivotal stumble plus a missed financing milestone forces a Nasdaq delisting and a recap that wipes the float.

Are multiples too high? No multiple applies (pre-revenue). The relevant question is enterprise value vs. risk-adjusted asset value, and the market's ~$30M EV looks like a fair-to-cheap price on the asset but a fair-to-expensive price on the public claim once the note structure is overlaid.

Contrarian view (what the market refuses to see, both ways): The bear consensus ("another going-concern biotech, avoid") under-weights that SENTI-202 is genuinely best-in-class data with RMAT — the asset is a real, ownable thing. But the residual bull ("cheap option on great data") under-weights that the public equity has been structurally severed from that asset by the Celadon recap. The sophisticated read: right asset, wrong security.

Lens 13 · Devil's Advocate (short-seller)

Dismantling the bull: The bull owns a drug; the short owns the cap table. Revenue is 100% concentrated in a single Phase-1 asset that has never been near approval, manufactured by a related party that has never run a cGMP facility and defaulted on its own rent — CMC failure alone can sink the timeline. The most dangerous "competitor" is not Nkarta or Fate — it's Celadon, the insider who already controls the manufacturing and the financing and can, via the convertible structure, take the asset and leave common holders a CVR. For today's price to make sense as equity, you must assume (a) clinical success at pivotal (~75–80% fail historically), (b) survival financing on non-catastrophic terms, and (c) that Celadon chooses not to maximize its own structural advantage — three independent leaps, the third of which contradicts the very terms it negotiated. If the pivotal path slips or a financing milestone is missed, the equity can fall another 50–80% even with the data intact, because the going-concern/recap math, not efficacy, sets the price. The single scenario that permanently impairs the business (vs. the equity) is a Phase-1-to-pivotal efficacy/durability regression or a CMC hold at GeneFab — both plausible for a first-in-class therapy at a first-time manufacturer.

Lens 14 · Management Questions (ordered by information value)

1. Under the Celadon Securities Purchase Agreement, in the maximum-conversion scenario, what residual economic interest do current public common holders retain in SENTI-202 after notes convert into Senti Holdings? Model it explicitly.
2. Is a merger / contingent-value-right (CVR) transaction with Celadon under active negotiation, and if so, what consideration would public shareholders receive?
3. What is the exact cash runway date under (a) no further financing, (b) only the $10M initial tranche, and (c) the full $40M — and which clinical milestones each funds?
4. Given GeneFab is a first-time cGMP operator that defaulted on its sublease, what is the contingency if GeneFab cannot supply registrational-grade SENTI-202 — is there a qualified second source?
5. What specifically did the FDA align on for a SENTI-202 pivotal study in H1-2026 (single-arm registrational? endpoint = CR/MRD? size?), and what is the gating risk?
6. How do you reconcile guiding to a "pivotal study" and indication expansion with cash that funds only into Q2/Q3 2026?
7. Why is the financier (Celadon) the same party that owns your manufacturer and holds a board seat (Donald Tang) — what governance firewalls protect minority holders in the note negotiation?
8. The GeneFab Option and Economic Share are both marked to $0 — does that mean the GeneFab license/economics will not be realized, and what does that imply for the relationship?
9. What are the full-ratchet anti-dilution mechanics in practice — at what equity price does the conversion ratchet, and what is the implied share-count ceiling?
10. What is the plan to cure the Nasdaq audit-committee deficiency and protect the listing (bid-price and equity tests included)?
11. Beyond SENTI-202, is any platform/preclinical work funded, or is the platform effectively dormant until the lead asset resolves?
12. What is the durability data maturing beyond 7.6-month median composite CR — are early responders relapsing, and what is the bridge-to-transplant vs. standalone-curative framing?
13. What peak-sales and pricing assumptions underlie management's view of SENTI-202's commercial value in R/R + ND + pediatric AML?
14. What were the terms and rationale of the 2023 GeneFab carve-out in hindsight — would you do it again given where control now sits?
15. If the equity is structurally impaired, why should a public shareholder own SNTI common rather than wait for the recap/merger to resolve?

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