SENTI BIOSCIENCES Files Amended Terms for Senior Secured Convertible Notes
An 8-K discloses a revised form of senior secured convertible note maturing November 23, 2026, repayable in cash at 200% of outstanding principal.
Senti Biosciences (SNTI) filed an 8-K flagged as both a material definitive agreement and a new direct financial obligation, attaching an amended form of senior secured convertible note issued by subsidiary Senti Holdings, Inc. under a securities purchase agreement. The notes can be settled in cash and/or in shares of Issuer Common Stock and/or Company Common Stock and may be issued across one or more closing dates.
The most striking term is the repayment formula. On the maturity date the company must pay the holder an amount in cash representing 200% of all outstanding principal, plus any accrued and unpaid interest. Other than as specifically permitted by the note, the company may not prepay any portion of the outstanding principal or interest.
The maturity date is November 23, 2026. It can be extended at the holder's option while an event of default is continuing, or while an event is continuing that would become a default with the passage of time and a failure to cure, and also through ten business days after a change of control if such a transaction is announced or noticed before maturity.
No interest accrues unless and until an event of default occurs. From that point, interest accrues at a default rate of 12.0% per annum, computed on a 360-day year, and is payable in arrears on the first business day of the following month. If the default is cured or waived in writing, interest stops accruing the day after, though amounts accrued during the default period remain payable.
Holders may exchange all or part of the outstanding amount into Issuer Common Stock at any time from issuance until the day before maturity, at a defined Exchange / Conversion Price, with fractional shares rounded up to the nearest whole share. The issuer bears transfer, stamp and issuance taxes and transfer-agent fees, and must keep using a transfer agent participating in the DTC Fast Automated Securities Transfer Program while notes are outstanding.
Delivery mechanics are tight: shares must be credited on or before the earlier of the first trading day after an exchange notice or the standard settlement period, with penalty provisions if the issuer fails to deliver or if the resale registration statement is unavailable. The filed exhibit is a form of note, with the issuance date and original principal amount left blank, so the aggregate size of the financing is not specified in the document itself.
This is a factual summary of a public filing or press release, not investment advice. Verify all figures against the source before acting on them.
