Hello, and welcome to the virtual annual meeting of Senti Biosciences Holdings, Inc. Please note that today's meeting is being recorded. Stockholders may submit questions by following the instructions on the virtual meeting interface.
Good morning, everyone. My name is Timothy Lu, Chief Executive Officer of Senti Biosciences Holdings, Inc, which we will refer to as the company. The meeting is now called to order, and I've asked Rob Cutler, our Head of Legal, to record the minutes. It's a pleasure to welcome our stockholders to this annual meeting of Senti Biosciences Holdings, Inc.
This meeting is being held in accordance with our bylaws and Delaware law. In our meeting today, we'll cover the six proposals described in our notice and proxy statement, a copy of which was mailed on or about September 24th, 2026, to all of our stockholders of record at the close of business on September 23rd, 2026. This is a continuation of the meeting that was properly adjourned on October 8th, 2026. All discussions will be limited to the official business at hand.
Now, let's proceed to the formal business of the meeting. Stockholders of record as of the close of business on September 23rd, 2026, are entitled to vote at this meeting. Rules of conduct of the meeting are available in the Meeting Materials section in the lower right-hand corner of the screen. Please note that only stockholders who have logged in using their 16-digit control number will be able to vote and ask questions at the meeting. If you have any questions, I would encourage you to please submit them now so they would be in the queue to be answered.
If any stockholder wishes to address the Chairman during the formal part of this meeting, please do so by submitting your question in writing through the virtual meeting platform via the Ask a Question box. The Board of Directors has appointed Anthony P. Carideo to act as Inspector of Elections for this annual meeting, and he will tabulate the results of the voting. The Inspector of Elections has signed the oath of his office, which will be filed with the minutes of the meeting. Mr. Carideo, do we have a quorum present?
Dr. Lu, of the 31,145,390 shares of common stock entitled to vote at the meeting, 20,240,055 shares, representing 64.98% of the shares entitled to vote, are represented either in person or by proxy, and therefore a quorum is present.
I declare that a quorum is present. We will now proceed to transact the business for which this meeting has been called. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy, or if you want to change your vote, you may do so by clicking on the Vote Here button found on the virtual meeting platform.
In order to allow stockholders to vote through the virtual meeting platform at any time in this meeting, I now declare the polls open for voting. It is now 11:02 A.M. Eastern Time on October 15, 2026. The first item of business is to elect three Class I directors, Timothy Lu, Edward Mathers, and Frances D. Schulz, to our board of directors to serve until the 2029 annual meeting of stockholders and until their successor has been duly elected and qualified, or until their earlier death, resignation, or removal. Mr. Cutler, have we received any questions concerning this proposal?
There have been no questions concerning this proposal.
Second item of business is to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Mr. Cutler, have we received any questions concerning this proposal?
No questions on this proposal.
The third item of business is to approve in accordance with Nasdaq Listing Rule 5635(d) the issuance of more than 19.99% of the outstanding shares of our common stock upon exchange with the senior secured convertible notes of Senti Holdings, Inc, or Midco, our wholly-owned subsidiary. We refer to this proposal as the Nasdaq Listing Proposal. Mr. Cutler, have we received any questions concerning this proposal?
No questions concerning this proposal.
The fourth item of business is to approve the Agreement and Plan of Merger dated as of July 14, 2026, by and among the company, Celadon Partners SPV-35 Limited, Senti Merger Sub, Inc, Senti Holdings, Inc, and Senti Biosciences, Inc, and the transactions contemplated thereby. We refer to this proposal as the Merger Agreement Proposal. Mr. Cutler, have we received any questions concerning this proposal?
There have been no questions concerning this proposal.
The fifth item of business is to approve amendments to our amended and restated certificate of incorporation to effect a Reverse Stock Split Proposal of our common stock, par value $0.0001 per share, at a ratio ranging anywhere from a whole number between one for 20 and one for 50 as determined by our board of directors in its discretion, subject to our board of directors' authority to abandon such amendments. We refer to this proposal as the Reverse Stock Split Proposal. Mr. Cutler, have we received any questions concerning this proposal?
Also no questions concerning this proposal.
The sixth item of business is to approve adjournment of the annual meeting if there are insufficient votes to approve Proposal 4, the Merger Agreement Proposal. We refer to this proposal as the Adjournment Proposal. Mr. Cutler, have we received any questions concerning this proposal?
No questions concerning this proposal.
Anyone who has not yet voted and desires to do so, please do so now through the virtual meeting platform. It is now October 15, 2026, 11:05 A.M. Eastern Time, and the polls for each matter to be voted on in this meeting are now closed. No additional ballots, proxies, or votes and no changes or revocations will be accepted. Mr. Carideo, please report on the results of the voting.
With regard to Proposal 1, each of Dr. Timothy Lu, Edward Mathers, and Frances D. Schulz has received a plurality of the votes properly cast on the election of directors and has been elected as a Class I director to serve until the 2029 annual meeting of stockholders and until their successor has been duly elected and qualified or until their earlier death, resignation, or removal.
With regard to Proposal 2, a majority of the voting power of the votes cast have been voted in favor of the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. With regard to Proposal 3, the Nasdaq Listing Proposal, a majority of the voting power of the votes cast have been voted in favor of the proposal.
With regard to Proposal 4, the Merger Agreement Proposal, based on preliminary results received and reviewed, both required approvals have been obtained. The holders of a majority of the outstanding shares of common stock have voted in favor of the proposal, and a majority of the votes cast by holders of shares of common stock, other than shares beneficially owned by Celadon Partners SPV 35 Limited, Senti Merger Sub, Inc, or any of their respective affiliates, have been voted in favor of the proposal.
With regard to Proposal 5, the Reverse Stock Split Proposal, a majority in voting power of the votes cast have been voted in favor of the proposal. With regard to Proposal 6, the Adjournment Proposal, a majority in voting power of the votes cast have been voted in favor of the proposal.
Thank you, Mr. Carideo. I declare that each of the director nominees has been elected and that each of the other proposals presented at the meeting has been ratified or approved by the stockholders. Because the Merger Agreement Proposal has been approved, adjournment of the meeting to solicit additional proxies is not necessary.
The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Elections and will be included in the minutes of the meeting. The final results will also be included in our reports filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn this meeting.
That concludes our meeting today. You may now disconnect.