3//SEC Filing
Celadon Partners SPV 24 3
Accession 0001079973-25-000385
CIK 0001854270other
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 4:32 PM ET
Size
10.3 KB
Accession
0001079973-25-000385
Insider Transaction Report
Form 3
Celadon Partners SPV 24
10% Owner
Holdings
Common Stock Warrant (Right to Buy)
Exercise: $2.30From: 2025-03-06Exp: 2029-12-09→ Common Stock (7,999,500 underlying)Series A Convertible Preferred Stock
Exercise: $2.25From: 2025-03-06→ Common Stock (9,777,000 underlying)Common Stock Warrant (Right to Buy)
Exercise: $2.30From: 2025-03-06Exp: 2029-12-31→ Common Stock (6,666,000 underlying)
Footnotes (5)
- [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.
Documents
Issuer
Senti Biosciences, Inc.
CIK 0001854270
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0002060465
Filing Metadata
- Form type
- 3
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 4:32 PM ET
- Size
- 10.3 KB