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SCHEDULE 13D/A 0001072613-22-000487 0001629794 XXXXXXXX LIVE 2 Common Stock, $0.0001 par value 03/06/2025 false 0001854270 81726A209 Senti Biosciences, Inc. 2 Corporate Drive, First Floor South San Francisco CA 94080 Stephanie Brecher (410)842-4000 New Enterprise Associates 1954 Greenspring Drive, Suite 600 Timonium MD 21093 0001629794 N New Enterprise Associates 15, L.P. WC N DE 0.00 3775615.00 0.00 3775615.00 3775615.00 N 14.5 PN 0001640031 N NEA Partners 15, L.P. AF N DE 0.00 3775615.00 0.00 3775615.00 3775615.00 N 14.5 PN 0001640033 N NEA 15 GP, LLC AF N DE 0.00 3775615.00 0.00 3775615.00 3775615.00 N 14.5 OO 0001277631 N Forest Baskett AF N X1 0.00 3775615.00 0.00 3775615.00 3775615.00 N 14.5 IN 0001559827 N Anthony A. Florence, Jr. AF N X1 0.00 3775615.00 0.00 3775615.00 3775615.00 N 14.5 IN 0001630226 N Mohamad H. Makhzoumi AF N X1 0.00 3775615.00 0.00 3775615.00 3775615.00 N 14.5 IN 0001237289 N Scott D. Sandell AF N X1 0.00 3775615.00 0.00 3775615.00 3775615.00 N 14.5 IN Common Stock, $0.0001 par value Senti Biosciences, Inc. 2 Corporate Drive, First Floor South San Francisco CA 94080 This Amendment No. 2 ("Amendment No, 2") to Schedule 13D amends and supplements the Schedule 13D originally filed on July 15, 2022 (the "Schedule 13D") and Amendment No. 1 thereto filed on December 4, 2024 ("Amendment No. 1"), relating to the Common Stock of the Issuer. Certain terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 thereto). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 thereto). New Enterprise Associates 15, L.P. ("NEA 15"); NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; and NEA 15 GP, LLC ("NEA 15 LLC" and together with NEA Partners 15, the "Control Entities"), which is the sole general partner of NEA Partners 15; and Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi") and Scott D. Sandell ("Sandell") (together, the "Managers"). The Managers are the managers of NEA 15 LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons." The address of the principal business office of each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011. The principal business of NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities and a number of affiliated partnerships with similar businesses. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. NEA 15 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen. Not applicable. On March 6, 2025, the Issuer received Stockholder Approval for the previously reported Offering and on March 10, 2025, the Issuer exercised its right to automatically convert all shares of Series A Preferred Stock sold in the Offering into shares of Common Stock. NEA 15 acquired the NEA 15 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 15 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. NEA 15 is the record owner of 3,775,615 shares of Common Stock (the "NEA 15 Shares"). As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the NEA 15 Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the NEA 15 Shares. Each Reporting Person disclaims beneficial ownership of the NEA 15 Shares other than those shares which such person owns of record. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on (a) 4,829,457 shares of Common Stock reported by the Issuer to be outstanding as of January 21, 2025, on the Issuer's Definitive Proxy Statement filed with the SEC on January 27, 2025 and (b) 21,157,000 shares of Common Stock issued in connection with the automatic conversion of the Series A Preferred Stock sold pursuant to the Offering. Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets. None of the Reporting Persons has effected any transaction in the NEA 15 Shares during the last 60 days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, NEA 15 Shares beneficially owned by any of the Reporting Persons. Not applicable. Not applicable. Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended. New Enterprise Associates 15, L.P. /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer 03/10/2025 /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer 03/10/2025 NEA Partners 15, L.P. /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer 03/10/2025 /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer 03/10/2025 NEA 15 GP, LLC /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer 03/10/2025 /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer 03/10/2025 Forest Baskett /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Forest Baskett 03/10/2025 Anthony A. Florence, Jr. /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr. 03/10/2025 Mohamad H. Makhzoumi /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi 03/10/2025 Scott D. Sandell /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Scott D. Sandell 03/10/2025 This Amendment No. 2 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.