Senti Biosciences: enters CVR agreement and other closing agreements

What happened Senti Biosciences Holdings, Inc. filed an 8-K reporting that on Oct 21, 2026 it entered into a Contingent Value Rights Agreement (the “CVR Agreement”) in connection with the closing of the merger and also entered into an Assignment and Assumption Agreement and a Master Consulting Agreement with Senti Biosciences, Inc. The company issued and sold 7,309,941 shares of common stock at $0.342 per share for aggregate proceeds of approximately $2,500,000 to CPIF II-7 Limited, and notified holders of Midco’s Senior Secured Convertible Notes that an exchange of $16,000,000 in aggregate principal amount of Notes for shares of company common stock is required to take place on Oct 28, 2026.

Key details

• CVR milestones: a pro rata share of $10,000,000 upon filing and acceptance or passing of the 60-day review for a BLA for SENTI-202; $20,000,000 upon FDA approval of that BLA; $30,000,000 upon cumulative worldwide net sales of the product exceeding $200,000,000; aggregate CVR payments capped at $60,000,000.
• CVR distribution: each holder of company common stock as of the CVR record date will receive one CVR per share; holders of company stock options, RSUs and warrants may receive CVRs on exercise or settlement as described in the filing.
• Assignment agreement: Opco assigned certain patents, assigned agreements with an external research organization and know-how related to the Rett syndrome and TIL programs to the company; the company assumed post-effective-date obligations under those assigned agreements.
• Master consulting agreement: Opco will provide transitional corporate, administrative, financial, IT, operational and R&D support for an initial 12-month term, with a company option to extend for 12 months; fees are payable to Opco and subject to reduction if services are terminated early.
• Equity and registration rights: registration rights agreement obligates the company to file resale registration statement(s) for the 7,309,941 shares as soon as practicable and subject to timing provisions in the filing.

Why it may matter

• Item 1.01: the filing reports entry into material definitive agreements, including the CVR Agreement, the Assignment and Assumption Agreement and the Master Consulting Agreement, which set payment contingencies, transferred certain IP and set transitional services.
• Item 1.02: the filing reports termination/required exchange of Midco’s Senior Secured Convertible Notes, which have $16,000,000 in aggregate principal and are scheduled to exchange on Oct 28, 2026.
• Item 2.01 and Item 3.02: the filing reports completion of related asset transfer steps and the unregistered sale of 7,309,941 shares to CPIF II-7 Limited.

The filing does not show why the insider traded or why the company acted.