Senti Biosciences Holdings Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toCommission File Number 001-40440 Senti Biosciences Holdings, Inc. (Exact name of Registrant as specified in its charter)_________________________ 42-1912154 Delaware (I.R.S. EmployerIdentification Number) 2 Corporate Drive, First FloorSouth San Francisco, CA 94080(Address of principal executive offices and zip code)(650) 239-2030(Registrant’s telephone number, including area code) 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. 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.☐ 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).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common stock held by non-affiliatesof the registrant was approximately $53.2million (based on the closing price of the registrant’s common stock as reported on The Nasdaq Global Select Market on that date). As of April22, 2026 there were 31,144,754 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding. EXPLANATORY NOTE This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K of Senti Biosciences Holdings, Inc., formerly known asSenti Biosciences, Inc. (the “Company,” “we,” “our” or “us”) for the fiscal year ended December 31, 2025 as filed with the Securities andExchange Commission (the “SEC”) on March 27, 2026 (the “Original Annual Report”), is being filed solely to include in the OriginalAnnual Report the information required by Part III (Items 10, 11, 12, 13 and 14) of Form 10-K. Because the Company has determined thatit will not file its definitive proxy statement within 120 days following the last day of its last fiscal year, the Company is providing Items10, 11, 12, 13, and 14 of Part III of Form 10-K in this Amendment No. 1. As previously disclosed, on April 24, 2026, Senti Biosciences, Inc., a Delaware corporation (“Former Senti”) implemented a holdingcompany reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of April24, 2026, among Senti Biosciences, the Company and Senti Biosciences Merger Sub, Inc., a Delaware corporation (“Merger Sub”) anddirect, wholly owned subsidiary of Senti Holdings, Inc., a Delaware corporation (“Senti Holdings”) and direct, wholly owned subsidiary ofthe Company. Pursuan