Senti Biosciences Inc.
07/17/2024 | Press release | Distributed by Public on 07/17/2024 14:16
Certificate of Incorporation/Bylaws Form 8 K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 17, 2024, Senti Biosciences, Inc. (the "Company") filed an amendment (the "Certificate of Amendment") to its Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock").
As previously disclosed, at its 2024 Annual Meeting of Stockholders held on July 10, 2024 (the "Annual Meeting"), and upon the recommendation of the Company's Board of Directors (the "Board"), the Company's stockholders approved a certificate of amendment to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-30, as determined by the Board in its discretion, subject to the Board's authority to abandon such amendment (the "Reverse Stock Split Amendment").
The Reverse Stock Split Amendment was described in detail under "Proposal 3 - To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock, par value $0.0001 per share, at a ratio ranging from any whole number between 1-for-5 and 1-for-30, as determined by our board of directors in its discretion, subject to our board of directors' authority to abandon such amendments" beginning on page 16 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 29, 2024 (the "Proxy Statement") in connection with the Annual Meeting. The text of the Reverse Stock Split Amendment was included in Annex B of the Proxy Statement.
On July 10, 2024, following the Annual Meeting, the Board approved a reverse stock split of the Common Stock at a ratio of 1-for-10. Effective as of 5:00 p.m. Eastern Time on July 17, 2024, the Company filed the Reverse Stock Split Amendment and effected a 1-for-10 reverse stock split of its shares of Common Stock (the "Reverse Stock Split").
As a result of the Reverse Stock Split, every ten shares of the Company's Common Stock issued or outstanding were automatically reclassified into one validly issued, fully-paid and non-assessable new share of Common Stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, and certain existing agreements. The shares of Common Stock outstanding following the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing sales price per share of the Common Stock (as adjusted for the Reverse Stock Split) on The Nasdaq Capital Market on July 17, 2024, the last trading day immediately preceding the effective time of the Reverse Stock Split.
Trading of the Company's Common Stock on The Nasdaq Capital Market is expected to commence on a split-adjusted basis when the market opens on July 18, 2024, under the existing trading symbol "SNTI." The new CUSIP number for the Company's Common Stock following the Reverse Stock Split is 81726A209.
The foregoing description of the Reverse Stock Split Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference. A copy of the new form of stock certificate for the Company's post-reverse stock split shares of Common Stock is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K and other related materials may contain a number of "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Company's expectations about the effects of the Reverse Stock Split, including the trading of the Company' Common Stock on The Nasdaq Capital Market following the Reverse Stock Split. Forward-looking statements can be identified by terms such as "will," "intent," "expect," "plan," "potential," "would" or similar expressions and the negative of those terms. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Although the Company believes that such statements are based on reasonable assumptions, forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company's control, you should not rely on these forward-looking statements
as predictions of future events. These risks and uncertainties include, among others: outcomes of the Company's planned clinical trials and studies may not be favorable; that one or more of the Company's product candidate programs will not proceed as planned for technical, scientific or commercial reasons; availability and timing of results from preclinical studies and clinical trials; uncertainty about regulatory approval to conduct clinical trials or to market a products; uncertainties regarding intellection property protection; and those risk and uncertainties described under the heading "Risk Factors" in the Company's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on May 9, 2024, and in any other filings made by the Company with the SEC, which are available at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this Current Report on Form 8-K, other than to the extent required by law.