<SEC-DOCUMENT>0001854270-24-000121.txt : 20241210
<SEC-HEADER>0001854270-24-000121.hdr.sgml : 20241210
<ACCEPTANCE-DATETIME>20241210161553
ACCESSION NUMBER:		0001854270-24-000121
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20241209
FILED AS OF DATE:		20241210
DATE AS OF CHANGE:		20241210

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Rajangam Kanya
		CENTRAL INDEX KEY:			0001816676
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40440
		FILM NUMBER:		241538671

	MAIL ADDRESS:	
		STREET 1:		C/O SENTI BIOSCIENCES, INC.
		STREET 2:		2 CORPORATE DRIVE, FIRST FLOOR
		CITY:			SOUTH SAN FRANCISCO
		STATE:			CA
		ZIP:			94080

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Senti Biosciences, Inc.
		CENTRAL INDEX KEY:			0001854270
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		ORGANIZATION NAME:           	03 Life Sciences
		IRS NUMBER:				862437900
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		2 CORPORATE DRIVE, FIRST FLOOR
		CITY:			SOUTH SAN FRANCISCO
		STATE:			CA
		ZIP:			94080
		BUSINESS PHONE:		(650) 382-3281

	MAIL ADDRESS:	
		STREET 1:		2 CORPORATE DRIVE, FIRST FLOOR
		CITY:			SOUTH SAN FRANCISCO
		STATE:			CA
		ZIP:			94080

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Senti Biosciences, Inc.\
		DATE OF NAME CHANGE:	20220615

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Dynamics Special Purpose Corp.
		DATE OF NAME CHANGE:	20210331
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>wk-form4_1733865346.xml
<DESCRIPTION>FORM 4
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0508</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2024-12-09</periodOfReport>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0001854270</issuerCik>
        <issuerName>Senti Biosciences, Inc.</issuerName>
        <issuerTradingSymbol>SNTI</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001816676</rptOwnerCik>
            <rptOwnerName>Rajangam Kanya</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SENTI BIOSCIENCES, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>2 CORPORATE DRIVE FIRST FLOOR</rptOwnerStreet2>
            <rptOwnerCity>SOUTH SAN FRANCISCO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94080</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Pres. &amp; Chief Med. &amp; Dev. Off.</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <aff10b5One>0</aff10b5One>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable>
        <derivativeTransaction>
            <securityTitle>
                <value>Series A Convertible Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>2.25</value>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <transactionDate>
                <value>2024-12-09</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>A</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>33</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>2250</value>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F3"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>33000</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>33</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>Iyer Family Revocable Trust dated Aug 26 2012</value>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeTransaction>
        <derivativeTransaction>
            <securityTitle>
                <value>Common Stock Warrant (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>2.30</value>
                <footnoteId id="F5"/>
            </conversionOrExercisePrice>
            <transactionDate>
                <value>2024-12-09</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>A</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>49500</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>0</value>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <exerciseDate>
                <footnoteId id="F5"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F5"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>49500</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>49500</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>Iyer Family Revocable Trust dated Aug 26 2012</value>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeTransaction>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The Conversion Price of the Series A Preferred Stock is subject to adjustment as set forth in that certain of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock attached as Exhibit 3.1 (the &quot;Certificate of Designation&quot;) to the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 2, 2024 (the &quot;Form 8-K&quot;). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Certificate of Designation.</footnote>
        <footnote id="F2">The shares of Series A Preferred Stock are not convertible until the stockholders of the Issuer approve the Proposals as set forth in Section 8 of the Certificate of Designation. Additionally, on the Automatic Conversion Date, as set forth in the Certificate of Designation, each share of Series A Preferred Stock shall automatically convert into 1,000 shares of Common Stock.</footnote>
        <footnote id="F3">The shares of Series A Convertible Preferred Stock have no expiration date.</footnote>
        <footnote id="F4">The reporting person and her spouse are trustees of the Iyer Family Revocable Trust dated Aug 26 2012. Each of the reporting person and her spouse have voting and dispositive power over the Series A Preferred Stock, Common Stock and Warrants. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.</footnote>
        <footnote id="F5">The warrant is exercisable for Common Stock at an exercise price per share equal to $2.30 (subject to adjustment as set forth in the warrant attached as Exhibit 4.1 to the Form 8-K) (the &quot;Warrant&quot;). The Warrant is exercisable at any time and from time to time on or after the Stockholder Approval (as defined in the Warrant) and on or prior to the five year anniversary of the original issuance date. The Warrant cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own, as determined in accordance with Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, more than 4.99%  of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise, subject to certain exceptions.</footnote>
    </footnotes>

    <remarks>Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Robert Cutler, attorney-in-fact</signatureName>
        <signatureDate>2024-12-10</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>krajangampoa.txt
<DESCRIPTION>EX-24
<TEXT>


LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Timothy Lu
and Robert Cutler signing singly, and with full power of substitution,
the undersigned's true and lawful attorney-in-fact to:

        (1)   execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director, and/or securityholder of Senti
Biosciences, Inc., a Delaware corporation (the "Company"), from time to time
the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form
ID, including any attached documents (such as Update Passphrase
Authentication), to effect the assignment of codes to the undersigned to be
used in the transmission of information to the SEC using the EDGAR System; (ii)
Form 3, Initial Statement of Beneficial Ownership of Securities, including any
attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership
of Securities, including any attached documents; (iv) Form 5, Annual Statement
of Beneficial Ownership of Securities in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder,
including any attached documents; (v) Schedules 13D and 13G; and (vi)
amendments of each thereof, in accordance with the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;

        (2)   do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and
timely file such form(s) with the SEC and any securities exchange, national
association or similar authority; and

        (3)   take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of December 9, 2024.

                                   /s/ Kanya Rajangam
                                   -------------------------------
                                   Signature


                                  Kanya Rajangam
                                   -------------------------------
                                   Print Name
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
