Senti Biosciences Amends Purchase Agreement; Receives Nasdaq Non‑Compliance Notices

What Happened
Senti Biosciences Holdings, Inc. (SNTI) filed an 8‑K on Sept. 2, 2026 announcing (1) an amendment to its April 27, 2026 Securities Purchase Agreement that allows Midco (Senti Holdings) to issue Senior Secured Convertible Notes in more than two tranches and specifically authorizes a third tranche of $2.0 million in aggregate principal to be sold to NSG BioInnovation Fund, L.P.; and (2) receipt of two Nasdaq notices (Aug. 27, 2026) saying the company is not currently in compliance with Nasdaq’s minimum bid price ($1.00) and minimum stockholders’ equity ($2.5M) listing standards. The company expects the NSG notes closing within three business days of the Sept. 1, 2026 amendment, subject to closing conditions, and its common stock (SNTI) continues to trade on Nasdaq.

Key Details

• Amendment dated Sept. 1, 2026 permits issuance of Midco’s Senior Secured Convertible Notes in more than two tranches and authorizes a $2.0M third tranche to NSG.
• NSG’s purchase of the $2.0M tranche will be treated as satisfying Celadon Partners SPV 35 Limited’s remaining obligation under the Agreement and Plan of Merger (July 14, 2026).
• Nasdaq notices (Aug. 27, 2026): minimum bid price deficiency — stock closed below $1.00 for 30 consecutive trading days; initial compliance period runs through Feb. 23, 2027 (must close ≥ $1.00 for 10 consecutive trading days).
• Nasdaq stockholders’ equity deficiency — stockholders’ deficit of $3,401,000 as of June 30, 2026 (below $2.5M requirement); company must submit a plan to regain compliance by Oct. 11, 2026.

Why It Matters

• The approved $2.0M note tranche may provide near‑term financing flexibility and is tied to the company’s existing securities purchase framework; closing is subject to conditions and could affect capital structure.
• Nasdaq non‑compliance notices are warnings that, if not cured, could lead to delisting proceedings. The company has time to cure (including possible reverse stock split) and has filed a preliminary proxy proposing a reverse split for its 2026 annual meeting. Failure to regain compliance could materially affect liquidity and shareholder value.
• Investors should review the company’s forthcoming definitive proxy and other SEC filings (the company filed a preliminary proxy July 21, 2026 regarding potential transactions and contingent value right arrangements) for full details before making decisions.