Senti Biosciences Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): March 7, 2025  (March 6, 2025)

Senti Biosciences, Inc.

(Exact Name of Registrant as Specified in Charter)

(650) 239-2030

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On March 6, 2025, at the Special Meeting of Stockholders (the “Special Meeting”), the stockholders of Senti Biosciences, Inc. (the “Company”) considered and voted on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 27, 2025 (the “Proxy Statement”) in connection with the Special Meeting. Represented in person or by proxy at the Special Meeting were 2,666,938 shares of the Company’s common stock, out of 4,829,457 shares entitled to vote at the Special Meeting, or 55.22% of the total number of shares outstanding as of January 21, 2025 (the “Record Date”). The final voting results of the matters submitted to the stockholders’ vote are set forth below.

 

 

The stockholders ratified the approval of the issuance of Company’s common stock in accordance with Nasdaq Listing Rule 5635 upon (i) conversion of Company’s Series A convertible preferred stock and (ii) the exercise of warrants to purchase shares of common stock. The results of such vote were as follows:

 

 

The stockholders approved an amendment and restatement to the Company’s 2022 Equity Incentive Plan. The results of such vote were as follows:

 

 

The stockholders approved the adjournment of the Special Meeting to solicit additional proxies to the extent there are insufficient votes. The results of such vote were as follows:

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

*Filed herewith.

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