Full Press Release Details
Senti Bio and Dynamics Special Purpose Corp. Announce Business Combination Agreement to Create Publicly
Listed Company Pioneering Gene Circuit-Engineered Cell and Gene Therapies
- Business combination with Dynamics Special Purpose
Corp. (Nasdaq: DYNS) is expected to provide more than $296 million in gross proceeds, over $153 million of which is fully committed in a common stock Private Investment in Public Equity ( PIPE ) financing and from non-redemption agreements -
- Over $86 million in
non-redemption agreements committed from existing Dynamics investors including funds managed by ARK Investment Management LLC, funds and accounts managed by Counterpoint Global (Morgan Stanley Investment
Management), Invus, and T. Rowe Price funds -
- Over $66 million in a PIPE financing committed from institutional investors
including 8VC, Amgen Ventures, funds and accounts managed by Counterpoint Global (Morgan Stanley Investment Management), Invus, LifeForce Capital, NEA, Parker Institute for Cancer Immunotherapy, and T. Rowe Price funds -
- Senti Bio uses its proprietary Gene Circuit technology platform to program sense-compute-respond capabilities into cell and gene
therapies, with the potential to enhance efficacy, specificity and durability against a broad range of diseases that current therapies are presently unable to address -
- IND filings for lead product candidates SENTI-202 and
SENTI-301 anticipated in 2023 -
- Merger expected to be completed during 2Q 2022; combined
company expected to be listed on the Nasdaq Capital Market -
- Joint investor recorded presentation to discuss the proposed
transaction available today, December 20, at 9:00 a.m.ET -
SOUTH SAN FRANCISCO, Calif., December 20, 2021 Senti
Biosciences, Inc. ( Senti Bio ), a leading Gene Circuit company, and Dynamics Special Purpose Corp. (Nasdaq: DYNS) ( Dynamics ), a special purpose acquisition company (SPAC) led by Omid Farokhzad, MD, Executive Chair
of the Board of Directors, and Mostafa Ronaghi, PhD, Chief Executive Officer, today announced they have entered into a definitive business combination agreement to create a public company focused on Gene Circuit-engineered cell and gene therapies.
Upon closing of the transaction, the combined company will be named Senti Biosciences, Inc. ( the Company ) and will be led by Tim Lu, MD, PhD, Chief Executive Officer and Co-Founder of Senti Bio.
The Company plans to list its common stock on the Nasdaq Capital Market. Dr. Farokhzad, who is currently serving as CEO and Chair of Seer, and David Epstein, Dynamics board member and former CEO of Novartis Pharmaceuticals, will be joining the
Senti Bio Board of Directors upon closing of the transaction.
Senti Bio uses its Gene Circuit platform to program cell and gene therapies with
potentially enhanced capabilities. Gene Circuits, which are created via synthetic biology and encoded as novel and proprietary combinations of DNA sequences, enable cells to sense inputs, compute decisions with biological logic, and respond to
disease environments.
Humans have always sought medicines that can treat illnesses with more precision, efficacy, and safety.
However, existing drugs are still unable to match the complexity of many diseases, such as cancer and beyond. With recent advances in synthetic biology, computation, and massive biological data generation, I believe that we have a unique opportunity
to engineer intelligent cell and gene therapies that directly tackle the heterogeneity and dynamic nature of disease, which have the potential to fundamentally transform our therapeutic arsenal, said Dr. Lu. We re tremendously
grateful for the strong support from our new and current world-class investors and from the experienced entrepreneurs, executives, and scientists at Dynamics. This fuel will amplify our team s vision and efforts to drive Gene Circuit-engineered
cell and gene therapies to patients.
Dynamics is looking forward to partnering with Senti to power the next generation of disruptive cell and
gene therapies, said Dr. Farokhzad. The foundational technology of Senti engineering Gene Circuits with programmable computer-like logic in cells has game-changing implications for treating a variety of cancers, as well as
potential applications beyond oncology. We believe that Senti s pipeline of product candidates offers the potential to greatly enhance cancer therapy for both solid and liquid tumors, while reducing well-known limitations of current therapies.
The Dynamics team, board, and advisors are thrilled to work with the Senti team as they define the future of potentially life-changing therapeutics for patients.
Senti Bio Pipeline and Collaborations
internal therapeutic pipeline is focused on allogeneic chimeric antigen receptor natural killer (CAR-NK) cell therapies for cancer. The Company s lead development candidates include SENTI-202 for acute myeloid leukemia (AML) and SENTI-301 for hepatocellular carcinoma (HCC); Senti Bio anticipates filing Investigational New Drug (IND) applications in 2023
for both candidates.
Senti Bio has established collaborations with biopharmaceutical companies that demonstrate the broad potential of Gene Circuits in
other therapeutic areas and treatment modalities.
Planned Milestones and Uses of Proceeds
the PIPE and merger transaction are expected to provide Senti Bio with capital to further develop its Gene Circuit technologies and therapeutic pipeline, including:
Summary of Transaction
The transaction values the combined company at a pro forma equity value of $601 million, assuming a $10.00 per share price and no shareholder redemptions.
As a result of the transaction, the combined company is expected to have more than $296 million in gross proceeds from a combination of approximately $230.0 million in cash held in Dynamics trust account (assuming no Dynamics
shareholders exercise their redemption rights at closing) and more than $66 million, at $10.00 per share, from a fully committed PIPE.
Dynamics shareholders, including funds managed by ARK Investment Management LLC, funds and accounts managed by Counterpoint Global (Morgan Stanley Investment Management), Invus, funds and accounts advised by T. Rowe Price Associates, Inc., have, in
the aggregate, committed not to redeem over $86 million of Dynamics publicly traded shares in exchange for receiving approximately 965,000 newly issued shares of common stock, attributable to an equal number of shares currently owned by
Dynamics Sponsor LLC, the sponsor of Dynamics, that will be contemporaneously surrendered to the combined company.
The PIPE includes participation from
healthcare and technology investors, including 8VC, Amgen Ventures, funds and accounts managed by Counterpoint Global (Morgan Stanley Investment Management), Invus, LifeForce Capital, NEA, Parker Institute for Cancer Immunotherapy, funds and
accounts advised by T. Rowe Price Associates, Inc., and others.
All existing Senti Bio equity holders will roll the entirety of their equity holdings
into the combined company and are expected to hold approximately 40% of the issued and outstanding equity of the combined company immediately following the closing (assuming no Dynamics shareholders exercise their redemption rights at closing).
Certain existing Senti Bio equity holders and Dynamics Sponsor LLC will be subject to a twelve month lock-up, subject to certain customary exceptions. Certain existing Senti Bio equity holders will be subject
to an eighteen month lock-up, subject to certain additional exceptions that may reduce it to twelve months.
The transaction, which has been approved by each of Dynamics Board of Directors and Senti Bio s Board of Directors, is expected to be completed
in the second quarter of 2022, subject to approval by Dynamics and Senti Bio s shareholders and satisfaction, or the waiver of, customary closing conditions identified in the business combination agreement.
J.P. Morgan is acting as lead capital markets advisor to Dynamics and co-placement agent for the PIPE. Morgan
Stanley & Co. LLC is acting as financial advisor to Dynamics and co-placement agent to Dynamics for the PIPE. BofA Securities is acting as exclusive financial advisor to Senti Bio and as co-placement agent for the PIPE.
Davis Polk & Wardwell LLP is serving as legal advisor to Dynamics. Goodwin
Procter LLP is serving as legal advisor to Senti Bio, and Latham & Watkins LLP is serving as legal advisor to J.P. Morgan, Morgan Stanley & Co. LLC and BofA Securities in their role as placement agents.
A prerecorded presentation and associated materials will be available on Deal Roadshow after 9:00 AM ET on
Deal Roadshow Investor Login Details:
Entry Code: SENTIBIO
Direct Link: https://dealroadshow.com/e/SENTIBIO
Senti Bio s mission is to create a
new generation of smarter medicines that outmaneuver complex diseases using novel and unprecedented approaches. To accomplish this, we are building a synthetic biology platform that may enable us to program next-generation cell and gene therapies
with what we refer to as Gene Circuits. These Gene Circuits, which are created from novel and proprietary combinations of DNA sequences, are designed to reprogram cells with biological logic to sense inputs, compute decisions, and respond to their
cellular environments. We aim to design Gene Circuits to improve the intelligence of cell and gene therapies in order to enhance their therapeutic effectiveness, precision, and durability against a broad range of diseases that conventional medicines
do not readily address. Our synthetic biology platform utilizes allogeneic chimeric antigen receptor natural killer (CAR-NK) cells, outfitted with these Gene Circuit technologies, to target particularly
challenging liquid and solid oncology indications, including acute myeloid leukemia, hepatocellular carcinoma, and colorectal cancer. We have also demonstrated the breadth of our Gene Circuits in other modalities and diseases outside of oncology,
and have executed partnerships with Spark and BlueRock to advance these capabilities.
Senti Bio is led by Tim Lu, MD, PhD,
Co-Founder and Chief Executive Officer, and former tenured faculty member at MIT. Dr. Lu co-founded Senti with former MIT classmate Philip Lee, who received his PhD
from the University of California at Berkeley and University of California San Francisco s joint graduate program in bioengineering. Dr. Lee was Co-Founder and CEO of CellASIC, a leading cell
technologies company that was acquired by Merck KGaA, where he served as New Business Initiatives Lead and Head of Cell Culture Systems. Senti s other co-founders include Prof. James Collins, Termeer
Professor of Medical Engineering & Science at MIT and a member of all three United States National Academies, and Prof. Wilson Wong, tenured faculty member at Boston University. Dr. Lu, Prof. Collins, and Prof. Wong, along with
Senti s synthetic biology team and advisors, have pioneered the field of mammalian synthetic biology, having published many of the seminal papers over the last twenty years. Senti Bio s team comprises industry-leading experts, engineers,
and advisors, who have deep expertise across synthetic biology, cell and gene therapy, and drug development. For more information, please visit the Senti Bio website at https://www.sentibio.com.
About Dynamics Special Purpose Corp.
in May 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. It focused its search in healthcare and the life sciences, including development platforms
that enable applications in prevention, diagnosis, treatment, or advanced biomaterials and, within that context, life-sciences tools, enabling software, synthetic biology, and novel drug discovery.
The management team includes Omid Farokhzad, MD, Executive Chair of the Board of Directors and CEO and Chair
of Seer (NASDAQ: SEER); Mostafa Ronaghi, PhD, Chief Executive Officer and former Chief Technology Officer of Illumina (NASDAQ: ILMN); Mark Afrasiabi, JD, Chief Financial Officer and former partner at Silver Rock Financial LP; and Rowan Chapman, PhD,
Chief Business Officer and former regional head of Johnson & Johnson Innovation and global head of healthcare investing at GE Ventures. Dynamics independent directors include Jay Flatley, interim CEO and Chair of Zymergen (NASDAQ: ZY)
and former CEO of Illumina; David Epstein, former CEO of Novartis Pharmaceuticals; and Deep Nishar, Senior Managing Director of the Softbank Vision Fund. Dynamics Chief Scientific Advisor, Robert Langer, ScD, is the David H. Koch Institute
Professor at MIT and a co-founder of over 30 companies, including Moderna (NASDAQ: MRNA).
This document contains certain forward-looking statements within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction between Dynamics Special Purpose Corp. ( Dynamics ) and Senti Bio ( Senti Bio ). These forward-looking statements generally are identified
by the words believe, could, predict, continue, ongoing, project, expect, anticipate, estimate, intend, strategy,
future, opportunity, plan, may, should, will, would, will be, will continue, will likely result, forecast,
seek, target and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are predictions, projections and other statements about future
events that are based on current expectations of Senti Bio s and Dynamics management and assumptions, whether or not identified in this document, and, as a result, are subject to risks and uncertainties. Forward-looking statement include,
but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the
proposed business combination and the potential success of Senti Bio s go-to-market strategy, the initial market capitalization of the combined company, the
benefits of the business combination, as well as statements about the potential attributes and benefits of Senti Bio s product candidates and the progress and timing of Senti Bio s product development activities, IND filings and clinical
trials and expectations related to the terms and timing of the proposed business combination. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor
as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond