Celadon Partners SPV 24 - Mar 6, 2025 Form 3 Insider Report for Senti Biosciences, Inc. (SNTI)

Role
10%+ Owner
Signature
Celadon Partners SPV 24, By: Celadon Partners, LLC (as sole manager of Celadon Partners SPV 24), /s/ David Egglishaw, as manager of Celadon Partners, LLC
Stock symbol
SNTI
Transactions as of
Mar 6, 2025
Transactions value $
$0
Form type
3
Date filed
3/13/2025, 04:32 PM
Next filing
Mar 14, 2025

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SNTI Series A Convertible Preferred Stock Mar 6, 2025 Common Stock 9.78M $2.25 Direct F1, F2, F3
holding SNTI Common Stock Warrant (Right to Buy) Mar 6, 2025 Common Stock 8M $2.30 Direct F4
holding SNTI Common Stock Warrant (Right to Buy) Mar 6, 2025 Common Stock 6.67M $2.30 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 6, 2025, the stockholders of the Issuer approved the Proposals as set forth in Section 8 of the Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock attached as Exhibit 3.1 (the "Certificate of Designation") to the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 2, 2024 (the "Form 8-K"). Capitalized terms that are used but not defined in this Form 3 have the meanings given to them in the Certificate of Designation. As a result, the shares of Series A Convertible Preferred Stock, par Value $0.0001 per share (the "Series A Preferred Stock") of the Issuer are convertible, at the Issuer's or the Reporting Person's option, into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"). On the Automatic Conversion Date, as set forth in the Certificate of Designation, each share of Series A Preferred Stock shall automatically convert into 1,000 shares of Common Stock.
F2 The shares of Series A Preferred Stock have no expiration date.
F3 The Conversion Price of the Series A Preferred Stock is subject to adjustment as set forth in the Certificate of Designation.
F4 The warrant is exercisable for Common Stock at an exercise price per share equal to $2.30 (subject to adjustment ) (the "December 9 Warrant"). The December 9 Warrant is exercisable on or after the stockholder approval, which occurred on March 6, 2025, and on or prior to the five year anniversary of the original issuance date. The December 9 Warrant cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own more than 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. The Reporting Person may increase this percentage not in excess of 45.00% by providing at least 61 days' prior notice to the Issuer. As of the date of this filing, the Reporting Person has not provided notice to the Issuer to increase its beneficial ownership limitation and, as a result, the December 9 Warrant is not exercisable in the next 60 days.
F5 The warrant is exercisable for Common Stock at an exercise price per share equal to $2.30 (subject to adjustment) (the "December 31 Warrant"). The December 31 Warrant is exercisable on or after the stockholder approval, which occurred on March 6, 2025, and on or prior to the five year anniversary of the original issuance date. The December 31 Warrant cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own more than 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. The Reporting Person may increase this percentage not in excess of 45.00% by providing at least 61 days' prior notice to the Issuer. As of the date of this filing, the Reporting Person has not provided notice to the Issuer to increase its beneficial ownership limitation and, as a result, the December 31 Warrant is not exercisable in the next 60 days.