Item 8.01. Other Events.
On June 8, 2022 (the "Closing Date"), Dynamics Special Purpose Corp., a Delaware
corporation ("DYNS"), consummated the previously announced business combination
pursuant to the terms of the business combination agreement, dated December 19,
2021 and amended on February 12, 2022 and May 19, 2022 (as amended, the
"Business Combination Agreement"), with Explore Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of DYNS ("Merger Sub"), and Senti
Biosciences, Inc., a Delaware corporation ("Senti Bio"). Pursuant to the terms
of the Business Combination Agreement, Merger Sub merged with and into Senti,
with Senti surviving the merger as a wholly-owned subsidiary of DYNS (the
"Business Combination"). In connection with the consummation of the Business
Combination, DYNS changed its corporate name to Senti Biosciences, Inc. (the
"Combined Company").
The Combined Company received gross proceeds of approximately $140.3 million of
the expected $156.5 million in connection with the Business Combination, which
included funds held in DYNS's trust account of $84.5 million (net of
redemptions), $50.6 million of the expected $66.8 million in proceeds from a
private investment in public equity ("PIPE") financing that closed concurrently
with the consummation of the Business Combination, and a recent $5.2 million
investment by Bayer Healthcare LLC through the purchase of a convertible note
that was exchanged (at $10.00 per share, with accrued interest canceled) at the
closing of the Business Combination for common equity with the same rights as
the shares sold in the PIPE. The Combined Company expects the proceeds from this
transaction, combined with cash on hand, to fund operations into 2024.
Investors in DYNS include funds managed by ARK Investment Management LLC, funds
and accounts managed by Counterpoint Global (Morgan Stanley Investment
Management), Invus, and funds and accounts advised by T. Rowe Price Associates,
Inc., among others. Investors participating in the PIPE financing as of the
Closing Date included 8VC, Amgen Ventures, funds and accounts managed by
Counterpoint Global (Morgan Stanley Investment Management), Invus, NEA, Parker
Institute for Cancer Immunotherapy, and T. Rowe Price funds, among others. Of
the $66.8 million in subscriptions for the PIPE financing, $16.2 million has yet
to be funded as LifeForce Capital, who entered into a subscription agreement
concurrently with Senti Bio and DYNS's execution of the Business Combination
Agreement in December 2021, has not funded its commitment. Senti Bio intends to
enforce LifeForce Capital's legal obligations under its subscription agreement.
Solely for purposes of consummating the Business Combination on June 8, 2022,
Senti Bio agreed to waive the $150 million available cash closing condition
under the Business Combination Agreement (as a result of LifeForce Capital's
failure to timely fund its $16.2 million commitment).
Item 7.01. Regulation FD Disclosure.
On June 9, 2022, the Combined Company issued a press release announcing the
completion of the Business Combination. A copy of the press release is furnished
herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of the registrant under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation
language in such filings.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit
No. Description
99.1 Press Release dated June 9, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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