Amendment: SEC Form SCHEDULE 13D/A filed by Senti Biosciences Inc.
$SNTI
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Senti Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
81726A100 (CUSIP Number) |
Bayer HealthCare LLC
100 Bayer Boulevard,
Whippany, NJ, 07981
862-404-3000
100 Bayer Boulevard,
Whippany, NJ, 07981
862-404-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/27/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 81726A100 |
| 1 |
Name of reporting person
Bayer HealthCare LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,142,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.82 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amounts reported in rows 8, 10 and 11 herein include the number of shares of Issuer Common Stock that would be issuable upon the exercise in full of the warrant for Issuer Common Stock held by Bayer Healthcare LLC (the "Warrant").
The amount reported in row 13 herein includes 3,333,000 shares of Issuer Common Stock underlying the Warrant that is exercisable in full within 60 days of the date of this filing.
SCHEDULE 13D
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| CUSIP Number(s): | 81726A100 |
| 1 |
Name of reporting person
Bayer US Holding LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,142,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.82 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amounts reported in rows 8, 10 and 11 herein include the number of shares of Issuer Common Stock that would be issuable upon the exercise in full of the Warrant.
The amount reported in row 13 herein includes 3,333,000 shares of Issuer Common Stock underlying the Warrant that is exercisable in full within 60 days of the date of this filing.
SCHEDULE 13D
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| CUSIP Number(s): | 81726A100 |
| 1 |
Name of reporting person
Sebastian Guth | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
Unknown
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,142,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.82 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts reported in rows 8, 10 and 11 herein include the number of shares of Issuer Common Stock that would be issuable upon the exercise in full of the Warrant.
The amount reported in row 13 herein includes 3,333,000 shares of Issuer Common Stock underlying the Warrant that is exercisable in full within 60 days of the date of this filing.
SCHEDULE 13D
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| CUSIP Number(s): | 81726A100 |
| 1 |
Name of reporting person
Priyal Patel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
Unknown
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,142,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.82 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts reported in rows 8, 10 and 11 herein include the number of shares of Issuer Common Stock that would be issuable upon the exercise in full of the Warrant.
The amount reported in row 13 herein includes 3,333,000 shares of Issuer Common Stock underlying the Warrant that is exercisable in full within 60 days of the date of this filing.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Senti Biosciences, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2 Corporate Drive, First Floor, South San Francisco,
CALIFORNIA
, 94080. |
| Item 2. | Identity and Background |
| (a) | Bayer HealthCare LLC ("BHC"); Bayer US Holding LLC ("BUSH LLC"); Sebsatian Guth ("Guth") and Priyal Patel ("Patel", together with Guth, the "Managers of BUSH LLC" and collectively, the Managers of BUSH LLC, along with BHC and BUSH LLC, the "Reporting Persons"). |
| (f) | BHC - Delaware
BUSH LLC - Delaware
Guth - Unknown
Patel - Unknown |
| Item 5. | Interest in Securities of the Issuer |
| (a) | BHC - 17.82%
BUSH LLC - 17.82%
Guth - 17.82%
Patel - 17.82%
Each Reporting Person disclaims beneficial ownership of the shares other than those shares which such person owns of record. The percentage of outstanding Issuer Common Stock which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 31,144,497 shares of Issuer Common Stock reported to be outstanding as of March 19, 2026 on the Issuer's Annual Report on Form 10-K for the period ended December 31, 2025, as filed with the SEC on March 27, 2026. |
| (b) | Regarding the number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See line 7 of cover sheets.
(ii) shared power to vote or to direct the vote: See line 8 of cover sheets.
(iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets.
(iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets. |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 7.01 - Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 7.01 of the Schedule 13D filed with the SEC on March 17, 2025).
Exhibit 7.02 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 7.02 of the Schedule 13D filed with the SEC on March 17, 2025).
Exhibit 7.02(a) - Power of Attorney regarding filings under the Securities Exchange Act of 1334, as amended.
Exhibit 7.03 - Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K (File No.001-40440), filed on December 2, 2024).
Exhibit 7.04 - Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K (File No.001-40440), filed on December 2, 2024).
Exhibit 7.05 - Form of Securities Purchase Agreement, dated December 2, 2024, by and among Senti Biosciences, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No.001-40440), filed on December 2, 2024).
Exhibit 7.06 - Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K (File No.001-40440), filed on December 2, 2024). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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