Senti Bio Closes Celadon Merger; Equityholders Get Up to $60M in CVRs, $16M Notes Force-Exchanged
SNTI is trading near its 52-week low of $0.17 (1.1% above the low) on light trading volume (0.3× avg).
Summary
Senti Bio closed its Celadon merger on October 21, 2026, leaving shareholders with non-transferable CVRs worth up to $60.0M tied to SENTI-202 milestones, $2.5M of new cash, and a forced exchange of $16.0M of notes into 46.8M shares at $0.342. Pro forma cash of $3.1M leaves runway only into Q4 2026.
Key Events · M&A and Partnerships · SNTI
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Celadon Merger Closed October 21
Senti Bio divested its entire interest in Midco and Opco to Celadon-controlled Parent; no cash was paid at closing, and equityholders receive contractual CVRs instead.
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CVRs Worth Up to $60.0M
Each CVR pays a pro rata share of $10.0M on BLA acceptance, $20.0M on FDA approval of SENTI-202, and $30.0M if cumulative worldwide net sales exceed $200.0M — all within seven years of closing. The CVRs are non-transferable, unlisted, and highly speculative.
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$2.5M Equity Sale at $0.342
The company issued 7,309,941 shares to CPIF II-7 Limited at $0.342 per share for approximately $2.5M, with a resale registration statement due within 30 days of closing.
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$16.0M Notes Force-Exchanged Into 46.8M Shares
All $16.0M of Midco convertible notes are being exchanged at an adjusted $0.342 per share into 46,783,626 shares on October 28, 2026, terminating the related guarantees and liens.
Analysis · SNTI · Life Sciences
The Celadon merger closed on October 21, 2026, and the economics are now concrete. Senti Bio has divested its entire operating business (Midco/Opco), leaving a shell that holds the Rett Syndrome and TIL programs plus a contractual right to up to $60.0M in contingent cash: $10.0M on BLA acceptance, $20.0M on FDA approval of SENTI-202, and $30.0M if cumulative net sales exceed $200.0M, all within seven years. None of that is guaranteed, and the CVRs are non-transferable and unlisted. On the funding side, Celadon put in $2.5M of fresh cash (7,309,941 shares at $0.342), and the $16.0M of Midco convertible notes are being force-exchanged into 46,783,626 shares at the same $0.342 price on October 28, 2026. Pro forma cash is only $3.1M, and the filing states the company may not be able to maintain operations starting as early as Q4 2026 — so the $2.5M buys months, not years, and more capital will be needed. The reverse split (1-for-20 to 1-for-50) remains authorized but unimplemented.
How filings like this one have moved
In the 30 days to Oct 27, 2026, 45.6% of the 241 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.73%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, SNTI was trading at $0.17 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $5.5M. The 52-week trading range was $0.17 to $2.88. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.