Senti Biosciences Holdings, Inc. filed a Form 8-K on October 27, 2026, disclosing the resignation of director Edward Mathers and setting October 30, 2026 as the record date for a contingent value rights distribution tied to the company's previously announced merger closing.

Key Highlights

  • Director resignation: Edward Mathers notified the Board of his decision to resign, effective immediately on October 27, 2026, and also resigned from all Board committees on which he served.
  • CVR record date set: The Board fixed the close of business on October 30, 2026 as the record date for the distribution of contingent value rights ("CVRs").
  • Merger closed October 21, 2026: According to the filing, the transactions contemplated by the Agreement and Plan of Merger closed on October 21, 2026.
  • Merger agreement dated July 14, 2026: The Agreement and Plan of Merger was dated as of July 14, 2026, among the company and multiple named parties including ST NewCo Limited (f/k/a Celadon Partners SPV 35 Limited) and Senti Merger Sub, Inc.
  • Emerging growth company: The filing identifies Senti Biosciences Holdings, Inc. as an emerging growth company under applicable SEC definitions.

Mathers Departure and CVR Record Date at Senti Biosciences

According to the filing, Edward Mathers informed the Board of Directors of Senti Biosciences Holdings, Inc. (NASDAQ:SNTI) on October 27, 2026 that he was resigning from the Board, effective immediately. His resignation extended to all committees of the Board on which he served. The filing included a statement from the company thanking Mr. Mathers "for his valuable contributions and dedicated service to the Company and the Board."

Separately, the filing disclosed that on October 26, 2026, the Board fixed the close of business on October 30, 2026 as the record date for the company's "previously announced distribution of contingent value rights" ("CVRs"). The filing stated that these CVRs are connected to the closing, on October 21, 2026, of the transactions contemplated by the Agreement and Plan of Merger dated as of July 14, 2026. The parties to that agreement, as identified in the filing, include the company, Senti Holdings, Inc. (described as a wholly owned subsidiary of the company), Senti Biosciences, Inc. (described as a wholly owned subsidiary of Senti Holdings, Inc.), ST NewCo Limited (f/k/a Celadon Partners SPV 35 Limited), and Senti Merger Sub, Inc.

The 8-K was signed on October 27, 2026 by Timothy Lu, M.D., Ph.D., identified in the filing as Chief Executive Officer. The company is incorporated in Delaware and lists its principal offices at 2 Corporate Drive, First Floor, South San Francisco, California 94080.

What Was Disclosed

The filing reported the immediate resignation of board member Edward Mathers from the Board and all its committees, and the setting of October 30, 2026 as the record date for a CVR distribution related to a merger that closed on October 21, 2026.