Amendment: SEC Form SCHEDULE 13G/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 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(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) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 81726A100 |
| 1 | Names of Reporting Persons
8VC Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
249,827.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All shares are held of record by 8VC Fund I (as defined in Item 2(a) of the Original Schedule 13G (as defined below)). 8VC GP I (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of 8VC Fund I. Lonsdale (as defined in Item 2(a) of the Original Schedule 13G) is the sole managing member of 8VC GP I and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Fund I.
The percentage in Row 11 is based on 26,004,366 shares of Common Stock (as defined in Item 2(d) of the Original Schedule 13G) outstanding as of March 18, 2025, as reported by the Issuer in its annual report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 20, 2025 (the "Form 10-K").
SCHEDULE 13G
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| CUSIP No. | 81726A100 |
| 1 | Names of Reporting Persons
8VC Entrepreneurs Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,928.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All shares are held of record by Entrepreneurs I (as defined in Item 2(a) of the Original Schedule 13G). 8VC GP I is the general partner of Entrepreneurs I. Lonsdale is the sole managing member of 8VC GP I and may be deemed to have voting, investment and dispositive power with respect to the shares held by Entrepreneurs I.
The percentage in Row 11 is based on 26,004,366 shares of Common Stock outstanding as of March 18, 2025, as reported by the Issuer in the Form 10-K.
SCHEDULE 13G
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| CUSIP No. | 81726A100 |
| 1 | Names of Reporting Persons
8VC GP I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
253,755.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of (i) 249,827 shares of Common Stock held by 8VC Fund I and (ii) 3,928 shares of Common Stock held by Entrepreneurs I. 8VC GP I is the general partner of each of 8VC Fund I and Entrepreneurs I. Lonsdale is the sole managing member of 8VC GP I and may be deemed to have voting, investment and dispositive power with respect to the shares held by each of 8VC Fund I and Entrepreneurs I.
The percentage in Row 11 is based on 26,004,366 shares of Common Stock outstanding as of March 18, 2025, as reported by the Issuer in the Form 10-K.
SCHEDULE 13G
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| CUSIP No. | 81726A100 |
| 1 | Names of Reporting Persons
Joe Lonsdale | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
253,755.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 249,827 shares of Common Stock held by 8VC Fund I and (ii) 3,928 shares of Common Stock held by Entrepreneurs I. 8VC GP I is the general partner of each of 8VC Fund I and Entrepreneurs I. Lonsdale is the sole managing member of 8VC GP I and may be deemed to have voting, investment and dispositive power with respect to the shares held by each of 8VC Fund I and Entrepreneurs I.
The percentage in Row 11 is based on 26,004,366 shares of Common Stock outstanding as of March 18, 2025, as reported by the Issuer in the Form 10-K.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Senti Biosciences, Inc. |
| (b) | Address of issuer's principal executive offices:
2 Corporate Drive, First Floor, South San Francisco, CA, 94080 |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13G originally filed by the Reporting Persons with the Securities and Exchange Commission on February 8, 2023 (the "Original Schedule 13G"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meaning ascribed to them in the Original Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
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| (c) | Citizenship:
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| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
81726A100 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.* |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.* |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.* | |
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.* | |
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.* | |
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.*
*Each of the Reporting Persons disclaims beneficial ownership as to such shares, except to the extent or such Reporting Person's pecuniary interest therein. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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