Senti Biosciences Inc-A 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period from _______ to _______Commission File Number001-40440_________________________ Senti Biosciences, Inc. (Exact name of registrant as specified in its charter)_________________________ 86-2437900(I.R.S. EmployerIdentification Number) 2 Corporate Drive, First FloorSouth San Francisco,CA94080(Address of principal executive offices and zip code)(650)239-2030(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common stock, par value $0.0001 per share Securities registered pursuant to 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Non-accelerated filer☒ 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ Table of Contents If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ As of June30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common stock held by non-affiliates of the registrant was approximately $10.8million (based on the closing price of the registrant’s common stock as reported on The Nasdaq Capital Market on thatdate). As of March18, 2025 there were26,004,366shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding. SENTI BIOSCIENCES, INC.TABLE OF CONTENTS FORWARD LOOKING STATEMENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities122Item 6.[RESERVED]122Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations122Item 7A.Quantitative and Qualitative Disclosures About Market Risk138Item 8.Financial Statements and Supplementary Data138Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure187Item 9A.Controls and Procedures187Item 9B.Other Information188Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections188 PART III Item 10.Directors, Executive Officers and Corporate Governance190Item 11.Executive Compensation198Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters209Item 13.Certain Relationships and Related Transactions, and Director Independence212Item 14.Principal Accountant Fees and Services215 FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K (“Annual Report” or