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0001854270FALSENasdaq00018542702025-02-232025-02-23











UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): (February 23, 2025)
___________________________________
SENTI BIOSCIENCES, INC.
(Exact name of Registrant as specified in its charter)
___________________________________
Delaware 001-40440 86-2437900
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2 Corporate Drive, First Floor
South San Francisco, California 94080
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (650) 239-2030

(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share SNTI
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

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 13(a) of the Exchange Act. ☒ On February 23, 2025, following the approval by the Board of Directors (the “Board”) of Senti Biosciences, Inc. (the “Company”) Jay Cross was appointed as the Company’s Chief Financial Officer, effective as of March 3, 2025. The Board also appointed Mr. Cross to serve as the Company’s principal financial officer and principal accounting officer, effective immediately following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Mr. Cross, age 54, previously held various roles at Sonnet BioTherapeutics, Inc. (“Sonnet”) from May 2019 through February 2025. He served as Sonnet’s Chief Financial Officer and Chief Business Officer. Prior to that time Mr. Cross was a Managing Director with Chardan Capital’s healthcare investment banking team from November 2015 to March 2019, where he focused on biopharmaceuticals. Prior to that, from May 2014 to June 2015, Mr. Cross served as a Director with Alere Financial Partners and from May 2011 to October 2013 as a Senior Analyst at Balyasny Asset Management. He launched his career in finance in 1999 as an associate analyst covering biotechnology on the healthcare equity research team at Hambrecht & Quist. Mr. Cross earned an M.P.H. from the Yale University School of Medicine and a B.S. in psychology from Washington & Lee University.

In connection with his appointment, the Company entered into an offer letter with Mr. Cross dated February 4, 2025 (the “Offer Letter”), under which Mr. Cross will provide services as chief financial officer and will receive an initial annual base salary of $465,000 and will be eligible for an annual target bonus equal to 40% of his annual base salary. The Offer Letter has no specific term and provides for at-will employment. We have also agreed to pay Mr. Cross a one-time sign-on bonus of $50,000 (the “Sign-on Bonus”) if he remains employed 120 days after starting his employment with the Company. The Sign-on Bonus is repayable if Mr. Cross departs the Company prior to 14 months after March 3, 2025 except in certain instances as provided in the Offer Letter. Further, the Company agreed to grant Mr. Cross an option (as described below, the “Option) to purchase 174,200 shares of the Company’s common stock (the “Common Stock”) under the Company’s 2022 Inducement Plan (the “Plan”), exercisable at the fair market value of the Common Stock as of the date of the grant, subject to the approval by the Company’s stockholders of the “Proposal No. 2” as described in the Company’s definitive proxy statement filed on January 27, 2025 with the U.S. Securities and Exchange Commission (the “Proposal”) at the Company’s special meeting of stockholders to be held on March 6, 2025 (the “Meeting”). If the Proposal fails to obtain approval at the Meeting, the Company will instead grant Mr. Cross an option to purchase 44,000 shares of the Common Stock under the Plan. The Option shall vest over a four-year period, with one quarter of the shares subject to the Option vesting on the first anniversary of March 3, 2025, and the remaining shares vesting equally over the following thirty-six (36) months of continuous service. Mr. Cross will also be eligible to enter into the Company’s standard Change in Control Agreement for executive officers 180 days after his start date.

In connection with Mr. Cross’ appointment, Mr. Cross will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-4, as amended (File No. 333- 262707) filed with the Securities and Exchange Commission on May 10, 2022. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Cross for some expenses, including attorneys’ fees, judgments, fines, penalties, excise taxes and settlement amounts actually and reasonably incurred by him in any action or proceeding arising out of his service as one of the Company’s executive officers.

Except as set forth above, there are no arrangements or understandings between Mr. Cross and any other persons pursuant to which he was named to these positions with the Company. There are no family relationships between Mr. Cross and any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Additionally, Mr. Cross does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of the Offer Letter does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2025.

Appointment of Principal Financial Officer and Principal Accounting Officer

Following approval by the Board of the Company, Timothy Lu, M.D., Ph.D., the Chief Executive Officer of the Company, was appointed to serve as the interim principal financial officer and principal accounting officer of the Company, effective as of January 31, 2025, until immediately following the Company’s filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, when Mr. Cross will assume responsibilities as the Company’s principal financial officer and principal accounting officer as noted above.





Item 7.01 Regulation FD Disclosure.

On February 25, 2025, the Company issued a press release announcing the hiring of Mr. Cross. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SENTI BIOSCIENCES, INC.
Date:
February 25, 2025
By: /s/ Timothy Lu, M.D., Ph.D.
Name: Timothy Lu, M.D., Ph.D.
Title: Chief Executive Officer


EX-99.1 2 a202502258kex991.htm PRESS RELEASE Document

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Senti Bio Strengthens Leadership Team with Strategic Hires

– Jay Cross, proven financial leader, appointed as CFO to drive strategic growth –

– Faraz Siddiqui, expert in manufacturing operations, joins as SVP Technical Operations –


SOUTH SAN FRANCISCO, Calif., February 25, 2025 – Senti Biosciences, Inc. (Nasdaq: SNTI) (“Senti Bio” or the “Company”), a clinical-stage biotechnology company developing next-generation cell and gene therapies using its proprietary Gene Circuit platform, today announced an expansion of its senior leadership team with the addition of Jay Cross as Chief Financial Officer and Faraz Siddiqui as Senior Vice President of Technical Operations. Mr. Cross will join the Company on March 3, 2025. Mr. Siddiqui joined the Company in January 2025. Mr. Cross will oversee the Company’s financial strategy and operations, and investor relations to support its continued growth and clinical development of SENTI-202 and SENTI-301A. Mr. Siddiqui oversees the Company’s process development, manufacturing, and supply chain..

“We are thrilled to welcome both Jay and Faraz to our leadership team,” said Timothy Lu, M.D., Ph.D, CEO of Senti Bio. “Jay has a track record of financial excellence, industry experience and strategic foresight that will be invaluable as we continue to advance our clinical pipeline and expand our opportunities for programming next-generation cell and gene therapies with gene circuits. I am confident that Faraz’s leadership of Tech-Ops will help us optimize our overall manufacturing strategy and execution as we start preparing to provide high quality products at scale for further clinical development past Phase 1 trials.”

Mr. Cross added, “Joining Senti Bio presents an incredible opportunity to contribute to a company that is pushing the boundaries of innovation in oncology cell therapy. Especially on the heels of the Company's early clinical data with SENTI-202, I believe that we have the potential to develop smarter therapies that may ultimately lead to better treatments for patients. I am eager to apply my expertise to help drive sustainable growth and ensure the Company’s continued success in delivering life-changing solutions.”

Prior to joining Senti Bio, Mr. Cross held key financial leadership roles at Sonnet BioTherapeutics, where he directed a successful capital markets campaign that yielded over $100 million in investment capital. As a complement to his corporate experience, Mr. Cross enjoyed a 20-year career on Wall Street, where he served as a managing director in the healthcare investment banking practice at Chardan, in addition to working as a professional investor on globally diversified healthcare portfolios at several funds, including SAC Capital, Citadel, and Balyasny Asset Management. Mr. Cross launched his career in finance covering biotechnology for the equity research divisions at Hambrecht & Quist and Goldman Sachs. Mr. Cross earned a Master of Public Health from the Yale University School of Medicine and a Bachelor of Science in psychology from Washington & Lee University.

Mr. Siddiqui brings over 27 years of biopharmaceutical experience with a proven track record in novel modalities, such as cell therapies, and exceptional leadership. Prior to joining Senti Bio, he was Senior Vice President, Manufacturing Operations at IGM Biosciences where he oversaw end-to-end manufacturing operations, clinical supply chain, and drug product development. Previously, Mr. Siddiqui held key leadership roles at Instil Bio, Kite Pharma, and Genentech, where he led process development, technology transfers, and manufacturing operations for all phases of development across multiple geographies for cell therapies and biologics. He was instrumental in developing CMC strategies, driving operational efficiencies, building high-performance teams, and cultivating strong stakeholder collaborations. Mr. Siddiqui holds an MBA from Saint Mary's College of California and a Bachelor of Science in Biochemistry from the University of California, Davis.

About Senti Bio
Senti Bio is a clinical-stage biotechnology company developing a new generation of cell and gene therapies for patients living with incurable diseases. To achieve this, Senti Bio is leveraging a synthetic biology platform called Gene Circuits to create therapies with enhanced precision and control. These Gene Circuits are designed to precisely kill cancer cells, spare healthy cells, increase specificity to target cells and control the expression of drugs even after administration. Senti Bio’s wholly-owned pipeline includes off-the-shelf CAR-NK cells, outfitted with Gene Circuits, to target challenging liquid and solid tumor indications.



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Senti Bio’s lead program SENTI-202, a Logic Gated CD33 and/or FLT3-targeting hematologic cancer therapeutic candidate, demonstrated MRD-negative complete remissions in 2 of 3 patients in initial clinical data as of September 19, 2024, with 4+ and 3+ month durability as of December 2, 2024. Senti Bio has also preclinically demonstrated that its Gene Circuits can function in T cells. Additionally, Senti Bio has preclinically demonstrated the potential breadth of Gene Circuits in other cell and gene therapy modalities, diseases outside of oncology, and continues to advance these capabilities through partnerships with Roche/Spark Therapeutics and Bayer/BlueRock Therapeutics.

Forward-Looking Statements
This press release contains certain statements that are not historical facts and are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the words “believe,” “could,” “predict,” “continue,” “ongoing,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “forecast,” “seek,” “target” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations of Senti Bio’s management and assumptions, whether or not identified in this document, and, as a result, are subject to risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding future events, including our ability to advance our clinical pipeline and expand our opportunities for programming next-generation cell and gene therapies with gene circuits, optimize our overall manufacturing strategy and execution and to start preparing to expand our clinical development of existing products. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Senti Bio. Many factors could cause actual future results to differ materially from the forward-looking statements in this document. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Senti Bio’s most recent Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents filed by Senti Bio from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements in this document. There may be additional risks that Senti Bio does not presently know, or that Senti Bio currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements in this document. Forward-looking statements speak only as of the date they are made. Senti Bio anticipates that subsequent events and developments may cause Senti Bio’s assessments to change. Except as required by law, Senti Bio assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Senti Bio Contacts
Investors: investors@sentibio.com
Media: media@sentibio.com