July 15, 2026 —
Senti Biosciences Holdings announced a strategic transaction designed to sharpen its focus on next-generation controllable cell and gene therapies powered by its proprietary Regulator Dial™ platform, while transferring its Gene-Circuit-enabled pipeline, including SENTI-202, to a newly formed private biotechnology company.
Under the agreement, a NewCo controlled by affiliates of Celadon, Senti’s largest investor, will acquire assets related to Senti’s Gene-Circuit-enabled pipeline. This includes rights to SENTI-202, a clinical-stage allogeneic cell therapy being developed for acute myeloid leukemia, or AML, and other blood cancers.
In exchange, Senti equity holders will receive a contingent value right, or CVR, providing potential future milestone payments of up to $60 million over seven years tied to SENTI-202 development and commercialization. The milestone structure includes $10 million upon filing and acceptance of a Biologics License Application, $20 million upon FDA approval, and $30 million upon achievement of $200 million in cumulative net sales.
Following the close of the transaction, Senti Biosciences Holdings plans to seek additional financing to advance early-stage programs built around the Regulator Dial™ platform. The retained pipeline includes a controllable gene therapy for Rett syndrome and controllable, armored tumor-infiltrating lymphocytes, or TILs, for solid tumors.
The Regulator Dial platform is designed to address a key challenge in genetic medicine: the ability to dynamically control powerful therapies after administration. Senti believes this capability could improve both efficacy and safety by allowing genetic medicines to be tuned after delivery.
The retained programs also build on Senti’s foundation in synthetic biology and artificial intelligence, which the company aims to use to accelerate and optimize Regulator Dial-powered therapies.
SENTI-202, which will be advanced by NewCo, has received Regenerative Medicine Advanced Therapy, or RMAT, designation from the FDA. The therapy has shown durable measurable residual disease-negative responses in a 22-patient Phase 1 trial in relapsed or refractory AML.
Senti also reported that a specific donor attribute, referred to as the Donor X characteristic, correlated with SENTI-202 efficacy. Among patients who received SENTI-202 doses manufactured from Donor X-characteristic-derived NK cells in Cycle 1, 50% achieved a composite complete response. The characteristic is found in approximately half of adult donors and is independent of HLA or KIR matching, supporting future allogeneic off-the-shelf manufacturing.
NewCo intends to continue advancing SENTI-202, as well as other Logic Gate-enabled therapies for solid tumors and Gene-Circuit-powered programs, including potential in vivo CAR approaches.
The transaction is intended to allow each company to focus resources on distinct therapeutic strategies: Senti Biosciences Holdings on controllable genetic medicines, and NewCo on SENTI-202 and the broader Gene-Circuit franchise. The transaction has been approved by Senti’s board of directors and remains subject to customary closing conditions, including stockholder approval.
