Senti Bio Registers 25.6M Resale Shares — 82% of Outstanding — as Celadon Notes Convert
SNTI is trading near its 52-week low of $0.29 (3.4% above the low).
Summary
Senti Bio's S-3/A registers 25.56 million resale shares (82% of outstanding) for Celadon and NSG convertible notes, and discloses the company will have only $2.5M in cash after the Merger — with operations at risk as early as Q4 2026.
Key Events · Financing and Capital Events · SNTI
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25.56M Resale Shares Registered
Amendment No. 2 registers 9,583,134 additional shares for the $6.0M of Additional Notes issued August 14 and September 3, 2026, bringing total registered resale shares to 25,555,024 — 82.1% of current outstanding common stock.
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Celadon Control at 60%
If the Lead Investor exchanges its $14.0M of Notes, it would beneficially own 60.0% of Senti Bio; if the full $40.0M of Notes are exchanged, dilution would reach 205.1% (31.1M to 95.0M shares).
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Post-Merger Cash Crunch
Pro forma financials show only $2.5M in cash and $1.9M in stockholders' equity after the Merger divestiture, with the company stating it may not be able to maintain operations starting as early as Q4 2026.
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$2.5M Equity Commitment
Celadon affiliate CPIF II-9 Limited committed to purchase $2.5M of common stock at the Nasdaq Minimum Price at or around Merger closing, with proceeds to fund continued operations.
Analysis · SNTI · Life Sciences
This S-3/A amendment registers 9.58 million additional resale shares for the $6.0M of Additional Notes issued in August and September 2026, bringing the total registered resale shares to 25.56 million — 82.1% of the company's current outstanding common stock. The filing also discloses that after the pending Merger divestiture, Senti Bio will be left with only $2.5 million in cash and a $1.9 million stockholders' equity, and that the company may not be able to maintain operations starting as early as Q4 2026. The resale registration creates a massive overhang: if the Notes are exchanged, the Lead Investor (Celadon affiliate) would own 60% of the company, and if the full $40M of Notes are exchanged, dilution would reach 205%. This filing quantifies the full scope of the Celadon-controlled financing and the company's post-Merger survival risk.
How filings like this one have moved
In the 30 days to Sep 10, 2026, 35.6% of the 1805 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was 0.00%. 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 $0.30 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $9.3M. The 52-week trading range was $0.29 to $2.88. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.