Senti Biosciences divests Midco and Opco to ST NewCo
SNTI•Senti Biosciences transferred substantially all its existing business and pipeline to ST NewCo, retaining its Rett Syndrome and TIL programs. Consideration includes contingent value rights of up to $60 million tied to SENTI-202 milestones within seven years, and ST NewCo bought $2.5 million of common stock at closing.
1. Business transfer
Senti Biosciences Holdings divested Midco and operating subsidiary Senti Biosciences to ST NewCo, transferring substantially all its existing business and pipeline. The company retained its Rett Syndrome and TIL programs, supported by intellectual property and contracts transferred before closing.
2. Deal consideration
Merger consideration consists of contingent value rights worth up to $60 million, payable upon SENTI-202 milestones achieved within seven years. ST NewCo purchased $2.5 million of common stock at closing to fund continuing operations.
3. Estimated disposal loss
Pro forma estimates show a $6.65 million disposal loss, incorporating the expected exchange of $16 million of Notes at $0.342 per share.
