Senti Biosciences Holdings, Inc S-3/A, filed Sep 22, 2026
Senti Biosciences Holdings, Inc. (SNTI)
As filed with the Securities and Exchange Commission on September 22, 2026
Registration No. 333-296917
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENTI BIOSCIENCES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2836 | 42-1912154 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
2 Corporate Drive, First Floor
South San Francisco, CA 94080
(650) 239-2030
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Timothy Lu, M.D., Ph.D.
Chief Executive Officer
Senti Biosciences Holdings, Inc.
2 Corporate Drive, First Floor
South San Francisco, CA 94080
Telephone: (650) 239-2030
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kirt W. Shuldberg
Keith J. Scherer
Alexa Belonick
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
One Bush Plaza, Suite 1200
San Francisco, CA 94104
(858) 436-8000
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☒
The registrant (the “Registrant”) hereby amends this registration statement, or this Registration Statement, on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Senti Biosciences Holdings, Inc. is filing this Amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-3 (File No. 333-296917) as an exhibits-only filing to file an updated auditor consent as Exhibit 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed Exhibit 23.1. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statements Schedules |
(a) Exhibits.
II-1
| * | Filed herewith. |
| ^ | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). We agree to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
II-2
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of South San Francisco, CA on September 22, 2026.
| SENTI BIOSCIENCES HOLDINGS, INC. | ||
| By: | /s/ Timothy Lu | |
|
|
Name: Timothy Lu, M.D., Ph.D. | |
| Title: Chief Executive Officer | ||
II-3
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| * Timothy Lu, M.D., Ph.D. |
Chief Executive Officer and Director (Principal Executive Officer) |
September 22, 2026 | ||
| * Jay Cross |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
September 22, 2026 | ||
| * Bryan Baum |
Director | September 22, 2026 | ||
| * James (Jim) Collins, Ph.D. |
Director | September 22, 2026 | ||
| * Brenda Cooperstone, M.D. |
Director | September 22, 2026 | ||
| * Feng Hsiung |
Director | September 22, 2026 | ||
| * Edward Mathers |
Director | September 22, 2026 | ||
| * Frances D. Schulz |
Director | September 22, 2026 | ||
| * Donald Tang |
Director | September 22, 2026 | ||
*: By: /s/ Timothy Lu, M.D., Ph.D.
Timothy Lu, M.D., Ph.D.
Attorney-in-Fact
II-4
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 27, 2026, with respect to the consolidated financial statements of Senti Biosciences, Inc. and subsidiaries, incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
San Francisco, California
September 22, 2026