[SCHEDULE 13G/A] Faeth Therapeutics, Inc. Amended Passive Investment Disclosure
Faeth Therapeutics holder cuts stake to 2.4%
Faeth Therapeutics, Inc., formerly Sensei Biotherapeutics, Inc., reports that Caligan Partners LP and David Johnson have amended their ownership disclosure.
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Faeth Therapeutics, Inc., formerly Sensei Biotherapeutics, Inc., reports that Caligan Partners LP and David Johnson have amended their ownership disclosure. They now report beneficial ownership of 629,467 shares of common stock, representing 2.4% of the class, based on 25,840,425 shares outstanding as of July 30, 2026. The shares are held with shared voting and dispositive power through funds and accounts managed by Caligan.
The company changed its corporate name to Faeth Therapeutics, Inc. on June 15, 2026, in connection with its acquisition of Faeth Holdings Therapeutics, Inc. and a concurrent private placement of Series B Non-Voting Convertible Preferred Stock, completed in February 2026. Following stockholder approval on June 10, 2026, these preferred shares automatically converted into common stock on June 15, 2026, and the common stock began trading on the Nasdaq Capital Market under the symbol FTH on June 16, 2026. The amendment states that the reporting persons have ceased to be beneficial owners of more than five percent of the class.
Key Figures
Shares beneficially owned:629,467 sharesOwnership percentage:2.4%Shares outstanding:25,840,425 shares+2 more
5 metrics
Shares beneficially owned629,467 sharesCommon stock beneficially owned by Caligan Partners and David Johnson
Ownership percentage2.4%Percentage of Faeth Therapeutics common stock class owned by reporting persons
Shares outstanding25,840,425 sharesCommon stock outstanding as of July 30, 2026
Prior reported ownership126,002 shares; 9.40%Previously reported beneficial ownership as of event date March 31, 2026
CUSIP81728A207CUSIP number for Faeth Therapeutics, Inc. common stock
Key Terms
beneficial ownership, Series B Non-Voting Convertible Preferred Stock, Nasdaq Capital Market, Schedule 13G, +1 more
5 terms
beneficial ownershipfinancial
"The Reporting Persons previously reported beneficial ownership of 126,002 shares of Common Stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Series B Non-Voting Convertible Preferred Stockfinancial
"a concurrent private placement of Series B Non-Voting Convertible Preferred Stock, each completed"
A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.
Nasdaq Capital Marketmarket
"The Company's Common Stock began trading on the Nasdaq Capital Market under the symbol"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Schedule 13Gregulatory
"The percentages set forth in this are calculated based upon an aggregate"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
shared voting powerfinancial
"Shared Voting Power 629,467.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Faeth Therapeutics, Inc. (FTH) does Caligan Partners currently report?
Caligan Partners and David Johnson report beneficial ownership of 629,467 shares of Faeth Therapeutics common stock, representing 2.4% of the outstanding class based on 25,840,425 shares as of July 30, 2026.
Why was this Schedule 13G/A amendment filed for Faeth Therapeutics (FTH)?
The amendment was filed to report that the reporting persons ceased to be beneficial owners of more than five percent of Faeth Therapeutics’ common stock, updating their previously reported 9.40% position.
What corporate changes did Faeth Therapeutics, Inc. (FTH) disclose in this filing?
The company disclosed a name change from Sensei Biotherapeutics, Inc. to Faeth Therapeutics, Inc., tied to its acquisition of Faeth Holdings Therapeutics, Inc. and a related preferred stock financing completed in February 2026.
When did Faeth Therapeutics (FTH) begin trading on the Nasdaq Capital Market?
Faeth Therapeutics’ common stock began trading on the Nasdaq Capital Market under the symbol "FTH" on June 16, 2026, following the automatic conversion of Series B Non-Voting Convertible Preferred Stock into common stock.
How many Faeth Therapeutics (FTH) shares were outstanding for the ownership calculation?
The reported ownership percentage is based on an aggregate of 25,840,425 shares of common stock outstanding as of July 30, 2026, as reported in Faeth Therapeutics’ Form 10-Q for the quarter ended June 30, 2026.
What preferred stock did Faeth Therapeutics (FTH) convert into common shares?
Faeth completed a private placement of Series B Non-Voting Convertible Preferred Stock in February 2026. After stockholder approval on June 10, 2026, these shares automatically converted into common stock effective June 15, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Faeth Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
81728A207
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
81728A207
1
Names of Reporting Persons
Caligan Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
629,467.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
629,467.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
629,467.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: On June 15, 2026, Sensei Biotherapeutics, Inc. changed its corporate name to Faeth Therapeutics, Inc. in connection with its acquisition of Faeth Holdings Therapeutics, Inc. and a concurrent private placement of Series B Non-Voting Convertible Preferred Stock, each completed in February 2026. Following stockholder approval on June 10, 2026, shares of Series B Non-Voting Convertible Preferred Stock automatically converted into shares of Common Stock effective June 15, 2026. The Company's Common Stock began trading on the Nasdaq Capital Market under the symbol "FTH" on June 16, 2026. The Reporting Persons previously reported beneficial ownership of 126,002 shares of Common Stock, representing 9.40% of the class, on a Schedule 13G filed with the Securities and Exchange Commission on May 15, 2026 with respect to an event date of March 31, 2026. This Amendment No. 1 is filed to report that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class.
SCHEDULE 13G
CUSIP Number(s):
81728A207
1
Names of Reporting Persons
David Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
629,467.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
629,467.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
629,467.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: On June 15, 2026, Sensei Biotherapeutics, Inc. changed its corporate name to Faeth Therapeutics, Inc. in connection with its acquisition of Faeth Holdings Therapeutics, Inc. and a concurrent private placement of Series B Non-Voting Convertible Preferred Stock, each completed in February 2026. Following stockholder approval on June 10, 2026, shares of Series B Non-Voting Convertible Preferred Stock automatically converted into shares of Common Stock effective June 15, 2026. The Company's Common Stock began trading on the Nasdaq Capital Market under the symbol "FTH" on June 16, 2026. The Reporting Persons previously reported beneficial ownership of 126,002 shares of Common Stock, representing 9.40% of the class, on a Schedule 13G filed with the Securities and Exchange Commission on May 15, 2026 with respect to an event date of March 31, 2026. This Amendment No. 1 is filed to report that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Faeth Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
701 TILLERY STREET #12 #1010, AUSTIN, TEXAS, 78702
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Caligan Partners LP, a Delaware limited partnership ("Caligan"), which serves indirectly as the investment manager to certain funds and accounts (the "Caligan Funds and Accounts"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock"), of Faeth Therapeutics, Inc., a Delaware corporation (the "Company"), held by the Caligan Funds and Accounts; and
(ii) David Johnson, the Managing Partner of Caligan and Managing Member of Caligan Partners GP LLC, the general partner of Caligan ("Mr. Johnson"), with respect to the shares of Common Stock held by the Caligan Funds and Accounts.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 780 Third Avenue, 30th Floor, New York, NY 10017.
(c)
Citizenship:
Caligan is a Delaware limited partnership. Mr. Johnson is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
81728A207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 25,840,425 shares of Common Stock outstanding as of July 30, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission on August 4, 2026.
(b)
Percent of class:
2.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
