Key Highlights

  • Shares were down 16.06% to USD 0.1578 in pre-market trading on November 3, 2026.
  • The Merger closed on October 21, 2026, with no cash paid to common stockholders at closing.
  • Contingent value rights carry up to USD 60 million in aggregate milestone payments.
  • About USD 16 million of convertible notes were exchanged for common stock at USD 0.342 per share.
  • Roughly USD 2.5 million was raised from new share issuance at the same price.

What moved the shares before the opening bell (down USD 0.0302, 16.06%)

Senti Biosciences (NASDAQ:SNTI) was down 16.06% to USD 0.1578 in pre-market trading on November 3, 2026. The decline is measured against the November 2, 2026 close, which works out to roughly USD 0.1880 (calculated).

No company announcement dated November 2 or November 3 was identified. The move follows a late October disclosure of the merger closing and its financing terms, which reshaped what common shareholders own.

The merger and the contingent value rights

According to the merger proxy statement, an affiliate of Celadon Partners acquired the operating Business under an agreement dated July 14, 2026. Common stockholders received no cash at closing and instead receive one contingent value right per share.

The rights pay USD 10 million on a regulatory filing and acceptance for SENTI-202, USD 20 million on FDA approval and USD 30 million if cumulative worldwide net sales exceed USD 200 million. Total payments are capped at USD 60 million, milestones must be reached within seven years, and the rights cannot generally be transferred.

Business background and financing terms

Senti is a biotechnology company that developed allogeneic CAR-NK cell therapies for cancer, with SENTI-202 as its lead candidate for blood cancers. The proxy statement said SENTI-202 would be discontinued under the buyer's plans, while the Rett Syndrome and TIL programs would continue.

A filing dated October 26, 2026 described the exchange of USD 16 million of senior secured convertible notes into common stock at USD 0.342 per share. It also described about USD 2.5 million raised by issuing roughly 7.3 million shares at that price to a Celadon affiliate. At the screen price of USD 0.1578, the shares trade about 53.9% below that issue price (calculated).

Dilution, Liquidity and risks

The filing warned that operating funds may fall short, and the share count increased materially through the note exchange and new issuance. Penny stocks carry high volatility, thin liquidity and dilution risk, and a reverse split was among the proposals shareholders approved in October.

The contingent value rights depend on regulatory and sales milestones that may not be met. The company has not been shown in available filings to have a Nasdaq deficiency notice, though a price this far below USD 1.00 could raise the issue.

What to watch next

Items to track include the contingent value right record date, any reverse split implementation, and any Nasdaq notice about the minimum bid price. Another is how the listed entity will describe its business now that the operating company has changed hands.

Further regulatory filings and any company comment on trading would also help clarify the move.