Senti Bio Sets October 8 Vote on Celadon Merger, Adds 1-for-20 to 1-for-50 Reverse Split Proposal
SNTI sits 19% above its 52-week low of $0.29 on elevated volume (20× avg).
Summary
Senti Bio's amended proxy sets an October 8 vote on the Celadon merger and adds a 1-for-20 to 1-for-50 reverse stock split proposal to regain Nasdaq compliance.
Updates
· SEC DEFM14A — The definitive proxy statement was filed on September 24, 2026, and will be mailed to stockholders on or about that date.
Key Events · M&A and Partnerships · SNTI
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Annual Meeting Set for October 8
Shareholders will vote on the Celadon merger, Nasdaq share issuance, reverse split, and adjournment proposals at a virtual meeting on October 8, 2026, with a record date of September 23, 2026.
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Reverse Split Proposal Added
Proposal No. 5 authorizes a reverse stock split at a ratio between 1-for-20 and 1-for-50, with the Board having discretion to select the exact ratio and abandon the amendment.
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Nasdaq Delisting Risk
The company received two delisting notices on August 27, 2026 for failing the $1.00 minimum bid price and the $2.5M stockholders' equity requirement; the reverse split is the primary compliance tool.
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Merger Consideration Unchanged
The Celadon merger still provides one CVR per share with up to $60M in aggregate milestone payments ($10M BLA, $20M FDA approval, $30M sales milestone) over seven years.
Analysis · SNTI · Life Sciences
Senti Bio's amended proxy sets the shareholder vote for October 8, 2026 on the Celadon-led merger that spins off SENTI-202 for CVRs worth up to $60M. The filing adds a critical new proposal: a reverse stock split at a ratio between 1-for-20 and 1-for-50, aimed at regaining Nasdaq compliance after the stock fell below the $1.00 minimum bid. With the stock at $0.34 and two delisting notices already received, the reverse split is the company's primary tool to avoid delisting. The proxy also confirms 31.1M shares outstanding and that Supporting Stockholders holding 32.6% have agreed to vote for the merger, but the Majority of the Minority condition still requires unaffiliated shareholder support.
How filings like this one have moved
In the 30 days to Oct 17, 2026, 36.8% of the 982 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.68%. 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 $0.34 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $10.5M. 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.