Faeth deal and $200M raise reshape Sensei Biotherapeutics (SNSE)
Rhea-AI Filing Summary
Sensei Biotherapeutics is transforming its business by acquiring Faeth Therapeutics and raising about
After the merger and financing, former Faeth holders and new investors will own the vast majority of Sensei, while existing stockholders drop to about
Positive
- $200 million private placement of Series B non-voting convertible preferred stock provides substantial funding aimed at carrying PIKTOR through key Phase 2 and Phase 1b readouts and supporting completion of Sensei’s ongoing solnerstotug trial.
Negative
- Significant dilution and change of control leave pre-transaction Sensei stockholders with about 4.9% of fully diluted common stock after the merger and PIPE, with Faeth holders and new investors collectively owning more than 95%.
Insights
Reverse-merger-style acquisition plus a $200 million PIPE recapitalize Sensei and pivot its pipeline.
Sensei Biotherapeutics is effectively re-based around Faeth’s oncology pipeline. The stock-for-stock merger and new Series B preferred stock shift economic control to Faeth holders and PIPE investors, while keeping the listing and corporate shell of Sensei.
The
For existing shareholders, the fully diluted ownership drop to about
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 - Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On February 17, 2026, Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company” or “Sensei”), acquired Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo (as defined below) (“Faeth”), in accordance with the terms of the Agreement and Plan of Merger, dated February 17, 2026 (the “Merger Agreement”), by and among the Company, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), Faeth Holdings Therapeutics, Inc., a Delaware corporation (“HoldCo” and, together with Faeth, the “Faeth Entities”) and Faeth. Pursuant to the Merger Agreement, First Merger Sub merged with and into HoldCo, pursuant to which HoldCo was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, HoldCo merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (together with the First Merger, the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Under the terms of the Merger Agreement, following the closing of the Merger (the “Closing”), the Company issued to the stockholders of HoldCo an aggregate of 10,602.3880 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) (as described below), each share of which is convertible into 1,000 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), subject to certain conditions described below.
Reference is made to the discussion of the Series B Preferred Stock in Item 5.03 of this Current Report on Form 8-K, which is incorporated into this Item 1.01 by reference.
Shares of Common Stock held by holders thereof immediately prior to the First Effective Time remain outstanding and unaffected by the Merger. Immediately following the consummation of the Merger but prior to giving effect to the Financing (as defined below), assuming the conversion of shares of Series B Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (without giving effect to any beneficial ownership limitations), pre-transaction equityholders of the Company hold approximately 10.7% of the issued and outstanding shares of Common Stock and former equityholders of HoldCo and Faeth hold approximately 89.3% of the issued and outstanding shares of Common Stock, in each case, calculated on a fully-diluted basis using the treasury stock accounting of method and based on the implied equity values of the Company and the Faeth Entities. Following the consummation of the Financing (as defined below) and the consummation of the, assuming the conversion of the PIPE Securities (as defined below) and shares of Series B Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (in each case, without giving effect to any beneficial ownership limitations), pre-transaction equityholders of the Company will hold approximately 4.9% of the issued and outstanding shares of Common Stock, former equityholders of HoldCo and Faeth will hold approximately 40.8% of the issued and outstanding shares of Common Stock and the Investors (as defined below) will hold approximately 54.3% of the issued and outstanding shares of Common Stock, in each case, calculated on a fully-diluted basis using the treasury stock method and based on the implied equity values of the Company and the Faeth Entities.
Pursuant to the terms of the Merger Agreement, each option to purchase Faeth common stock was assumed by the Company and was converted into an option, as applicable, to purchase Common Stock and the warrant to purchase Faeth common stock was converted into a warrant to purchase Series B Preferred Stock.
Pursuant to the Merger Agreement and the Purchase Agreement (as defined below), the Company has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration (i) the approval, in accordance with certain of the rules of the Nasdaq Stock Market, LLC (“Nasdaq”) of the conversion of the Series B Preferred Stock into shares of Common Stock (the “Conversion Proposal”), (ii) the approval of a “change of control” under Nasdaq Listing Rules 5110 and 5635(b) (the “Change in Control Proposal”), (iii) amendment of the Company’s certificate of incorporation to authorize an increase of up to 300,000,000 shares of Common Stock (the “Charter Amendment Proposal” and, together with the Conversion Proposal and the Change in Control Proposal, the “Company Stockholder Matters”), (iv) to the extent deemed necessary or advisable by the Company or Faeth, to amend the Company’s certificate of incorporation to effectuate a reverse stock split of all outstanding shares of Common Stock at a reverse stock split ratio of 1:2 to 1:12 (or as otherwise mutually agreed by the Company and Faeth) for the purpose
of maintaining compliance with Nasdaq listing standards or as otherwise deemed advisable by Faeth, (v) the approval of (A) the 2026 Equity Incentive Plan, which will provide for new awards for a number of shares of Common Stock not exceeding 10% of the fully diluted shares of capital stock of the Company outstanding immediately after the Financing, and subject to approval by the board of directors of the Company (the “Board”), and which will include an annual increase pursuant to an “evergreen” provision providing for an annual increase of up to 5% of the total number of fully diluted shares of capital stock of the Company outstanding as of the day prior to such increase and (B) the 2026 Employee Stock Purchase Plan, with a total pool of shares of Common Stock not exceeding 1% of the fully diluted shares of capital stock of the Company outstanding immediately after the Financing, and which shall include an annual increase pursuant to an “evergreen” provision providing for an annual increase of up to 1% of the total number of fully diluted shares of capital stock of Parent outstanding as of the day prior to such increase, (matters contemplated in items (i) to (v) collectively, the “Meeting Proposals”) and (vi) to make such other changes as may be mutually agreed by the Company and Faeth. In connection with these matters, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials.
Pursuant to the Merger Agreement, as promptly as practicable following the closing date of the Merger (the “Closing Date”) (and in any event within 75 days following the closing of the Financing), the Company has agreed to prepare and file with the SEC, a Registration Statement Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available) to register the resale the Common Stock issued pursuant to the Merger Agreement, the shares of Common Stock underlying the Series B Preferred Stock issued pursuant the Merger Agreement, and the shares of Common Stock underlying the Series B Preferred Stock that are issuable upon exercise of Faeth’s warrant assumed by the Company pursuant to the Merger Agreement.
The Board unanimously approved the Merger Agreement and the related transactions, and the consummation of the Merger did not require the approval of the Company stockholders.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, HoldCo or Faeth. The Merger Agreement contains representations, warranties and covenants that the Company, HoldCo and Faeth made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between the Company, HoldCo and Faeth and may be subject to important qualifications and limitations agreed to by the Company, HoldCo and Faeth in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating risk between the Company, on the one hand, and Faeth and HoldCo, on the other hand, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
Support Agreements
In connection with the execution of the Merger Agreement, the Company and Faeth entered into stockholder support agreements (the “Support Agreements”) with certain of the Company’s officers and directors (solely in their capacity as stockholders), representing 1.6% of the pre-transaction shares of Common Stock outstanding. The Support Agreements provide that, among other things, each of the parties thereto has agreed to vote or cause to be voted all of the shares of Common Stock owned by such stockholder in favor of the Meeting Proposals at the Company stockholders’ meeting to be held in connection therewith, subject to and in accordance with the terms of the Support Agreements.
The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Support Agreement, which is provided as Exhibit D to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Lock-up Agreements
Concurrently and in connection with the execution of the Merger Agreement, certain officers, directors and certain stockholders of HoldCo as of immediately prior to the Merger, and certain of the directors and officers of the Company as of immediately prior to the Merger entered into lock-up agreements with the Company and Faeth, pursuant to which each such stockholder will be subject to a 180-day lockup on the sale or transfer of shares of Common Stock and Series B Preferred Stock held by each such stockholder at the Closing, including those shares received by HoldCo stockholders in the Merger (the “Lock-up Agreements”).
The foregoing description of the Lock-up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which is provided as Exhibit C to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Private Placement and Securities Purchase Agreement
On February 17, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”).
Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 14,440.395 shares of Series B Preferred Stock (the “PIPE Securities”) for an aggregate cash purchase price of approximately $200 million (collectively, the “Financing”). Each share of Series B Preferred Stock is convertible into 1,000 shares of Common Stock, subject to certain conditions described below. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series B Preferred Stock are set forth in the Certificate of Designation (as defined below).
The closing of the Financing is expected to occur on February 20, 2026 (the “Financing Closing Date”), subject to customary closing conditions set forth in the Purchase Agreement including the accuracy of representations and warranties, compliance with covenants and the delivery of customary closing deliverables.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Registration Rights Agreement
In connection with the closing of the Financing, the Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company is required to prepare and file a resale registration statement with the SEC within 75 calendar days following the Financing Closing Date. The Company shall use its reasonable best efforts to cause this registration statement to be declared effective by the SEC within five business days of the date the Company is notified by the SEC that the registration statement will not be reviewed (or within 60 calendar days if the SEC reviews the registration statement).
The Company has also agreed to, among other things, indemnify the Investors, their officers, directors, members, employees, partners, managers, stockholders, affiliates, investment advisors and agents under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.
The Financing is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), promulgated thereunder, as a transaction by an issuer not involving a public offering, and Rule 506 of Regulation D. The Investors have acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued in this transaction.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 2.01 - Completion of Acquisition or Disposition of Assets.
On February 17, 2026, the Company completed its acquisition of the Faeth Entities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02 - Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The PIPE Securities and shares of Series B Preferred Stock issued pursuant to the Merger Agreement were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The PIPE Securities and shares of Series B Preferred Stock issued pursuant to the Merger Agreement have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or any other securities of the Company.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
In accordance with the Merger Agreement, on February 17, 2026, effective immediately after the First Effective Time, Anand Parikh was appointed to the Board as a Class I director of the Board.
Anand Parikh (Age 40) currently serves as the Company’s Chief Operating Officer and member of the Board. Prior to the Closing of the Merger, Mr. Parikh served as the Chief Executive Officer, Co-Founder and member of the Board of Directors of Faeth since its inception in April 2019. Prior to co-founding Faeth, Mr. Parikh served in multiple executive roles at Virta Health beginning in May 2015, including General Counsel, Head of Finance and Head of Human Resources. In these roles, he was responsible for legal, finance, human resources, and corporate operations functions and supported the company’s growth and strategic initiatives. Earlier in his career, Mr. Parikh was a Corporate Associate at Morrison & Foerster LLP, where he advised emerging growth companies and investors on corporate transactions, including financings and mergers and acquisitions. Mr. Parikh holds a J.D. from New York University School of Law and a B.A. in Political Science from the University of Michigan.
Except as described in the Merger Agreement, there are no arrangements or understandings between Mr. Parikh and any other person pursuant to which he was appointed as a director of the Company. Except as described below, Mr. Parikh is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Board Committees
On February 17, 2026, Mr. Donenberg was appointed as a member to the Audit Committee of the Board.
Indemnification Agreements
In connection with Mr. Parikh’s appointment as a director, Mr. Parikh will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 28, 2025.
Executive Officers
In accordance with the Merger Agreement, on February 17, 2026, effective immediately after the First Effective Time, Anand Parikh was appointed as the Chief Operating Officer of the Company. In connection with Mr. Parikh’s appointment as Chief Operating Officer, the Company has entered into an employment letter with Mr. Parikh (the “Parikh Agreement”). The Parikh Agreement provides, among other things, that Mr. Parikh will remain an employee of Faeth (with no change to his existing salary) but will provide services to the Company and its affiliates. In addition, effective February 17, 2026, the Company granted Mr. Parikh a sign-on equity award consisting of an option (the “Parikh Option”) to purchase 1,239,305 shares of Common Stock at a per-share exercise price equal to the fair market value of a share of Common Stock on the date of grant. The Parikh Option is eligible to vest, on a schedule whereby 25% of the shares of Common Stock subject to the Parikh Option will vest on the first anniversary of the date of grant, and the remaining shares will vest in equal monthly installments over a three-year period, in each case, subject to Mr. Parikh’s continued employment through the applicable vesting date, subject to continued service through the applicable vesting date. The Parikh Option was granted outside of, but subject to the terms of, the Company’s 2021 Equity Incentive Plan, and pursuant to the terms of the applicable award agreement.
Mr. Parikh has no family relationships with any of the executive officers or directors of the Company. Except as otherwise described in the Merger Agreement, there are no arrangements or understandings between Mr. Parikh and any other person pursuant to which he was appointed as an executive officer of the Company. Except as described above, Mr. Parikh is not party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the Parikh Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Parikh Agreement, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
On February 17, 2026, the Company amended the Retention Agreements previously entered into with Christoper Gerry, its President and Principal Executive Officer, and Josiah Craver, its Senior Vice President of Finance and Principal Finance and Accounting Officer (the “Retention Agreement Amendments”). The Retention Agreement Amendments provide that, in place of the second retention bonus payable under the original Retention Agreements, Messrs. Gerry and Craver are each eligible to receive a retention bonus equal to the sum of (i) 12 months’ base salary plus their target annual bonus for 2026, plus (ii) an amount equal to their target annual bonus for 2026 prorated based on the number of months employed during 2026 as of the applicable date the retention bonus is earned, payable if such employee remains employed through the Stockholder Meeting or, if earlier, upon termination without cause or resignation for good reason, subject to the employee timely executing a separation agreement and general release of claims in favor of the Company.
The foregoing description of the Retention Agreement Amendments do not purport to be complete and are qualified by reference to the full text of the Retention Agreement Amendments. Copies of the Retention Agreements and the Retention Agreement Amendments will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.
Inducement Awards
On February 17, 2026, the Board approved sign-on equity awards to certain Faeth employees who are expected to commence employment with the Company immediately following the Merger (the “Inducement Awards”) in the form of nonstatutory stock option grants outside of, but subject to the terms of, the Company’s 2021 Equity Incentive Plan (including the Parikh Option). The Inducement Awards consisted of options to purchase in the aggregate 2,319,893 shares of Common Stock at a per-share exercise price equal to the fair market value of a share of Common Stock on the date of grant and are eligible to vest on a schedule whereby 25% of the shares of Common Stock subject to such options will best on the first anniversary of the date of grant, and the remaining shares will vest in equal monthly installments over a three-year period, in each case, subject to the grantee’s continued employment through the applicable vesting date.
The Inducement Awards were issued without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the Inducement Awards were made only to individuals who are commencing employment with the Company or a subsidiary thereof and such grants were made in connection with his or her commencement of employment with the Company or such subsidiary and as an inducement material to his or her entering into employment with the Company or such subsidiary.
A complete copy of the form of stock option grant notice and stock option agreement used for the Inducement Awards (including the Parikh Option) is filed herewith as Exhibit 10.4.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 17, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock (the “Certificate of Designation”) in connection with the Merger and the Financing referenced in Item 1.01 above. The Certificate of Designation provides for the creation of the Company’s Series B Preferred Stock.
Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal to, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by the General Corporation Law of the State of Delaware, the Series B Preferred Stock shall have no voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend the Certificate of Designation, amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (ii) issue further shares of Series B Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B Preferred Stock, (iii) prior to the stockholder approval of the Company Stockholder Matters, consummate either: (A) any Fundamental Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another Person or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with or into another Person in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the capital stock of the Company immediately after such transaction or in which the Company issues securities in such transaction that represent or are convertible into securities representing more than a majority of the voting power of the Company immediately before such transaction, (iv) prior to the stockholder approval of the Company Stockholder Matters, authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series B Preferred Stock, (v) amend, waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially delay stockholder approval of the Company Stockholder Matters or the Automatic Conversion (as defined in the Certificate of Designation) or (iv) enter into any agreement with respect to any of the foregoing. Holders of shares of Common Stock acquired upon the conversion of shares of Series B Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares in connection with the Company Stockholder Matters in accordance with Rule 5635 of the listing rules of Nasdaq.
Following stockholder approval of the Company Stockholder Matters, each share of Series B Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99% and 19.99%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion, provided that following approval of the Nasdaq Listing Application (as defined in the Merger Agreement) and the Company Stockholder Matters, such beneficial ownership blockers may be waived by each holder of Series B Preferred Stock upon written notice to the Company to be effective on the 61st day following receipt of such notice.
If at any time after the earlier of (i) approval of the Company Stockholder Matters or (ii) six months after the initial issuance of the Series B Preferred Stock, the Company fails to deliver to the holder of the Series B Preferred Stock shares of Common Stock underlying such shares Series B Preferred Stock, then (other than in certain circumstances set forth in the Certificate of Designation), the Company will pay, at the request of such holder, an amount of cash by wire transfer of immediately available funds equal to the Fair Value (as defined in the Certificate of Designation) of such undelivered shares.
The foregoing description of the Series B Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 - Regulation FD Disclosure.
On February 18, 2026, the Company issued a press release related to the Merger and the Financing, and made available Faeth’s investor presentation to be used in general corporate communications and investor communications. Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 and the presentation attached as Exhibit 99.2 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
Forward Looking Statements
Certain statements contained in this Form 8-K may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “designed to,” “may,” “might,” “can,” “will,” “to be,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “likely,” “continue,” “ongoing” or similar expressions, or the negative of such words, are intended to identify “forward-looking statements.” These forward-looking statements include, but are not limited to, statements regarding the Company, Faeth, the Financing and the Merger, including the closing of the Financing, if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding or plans for the combined company’s pipeline, including its ongoing clinical trials and research and development programs; the potential benefits of PIKTOR; and expectations regarding the use of proceeds from the Financing and cash runway expectations therefrom, including such proceeds funding the combined company through key clinical milestones and the expected timing of such milestones. The Company has based these forward-looking statements on its current expectations and projections about future events. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include those above in this Current Report on Form 8-K and in the Company’s other filings with the SEC. Statements made herein are as of the date of the filing of this Current Report on Form 8-K with the SEC and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, the Company does not undertake, and it specifically disclaim, any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial statements of business acquired
The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to include such financial statements by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information
The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to include such pro forma financial information by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1* | Agreement and Plan of Merger, dated February 17, 2026, by and among Sensei Biotherapeutics, Inc., Sapphire First Merger Sub, Inc., Sapphire Second Merger Sub, LLC, Faeth Holdings Therapeutics, Inc. and Faeth Therapeutics, LLC | |
| 3.1 | Certificate of Designation of Series B Non-Voting Convertible Preferred Stock | |
| 10.1* | Form of Securities Purchase Agreement, dated as of February 17, 2026, by and among Sensei Biotherapeutics, Inc. and each investor listed on Exhibit A thereto | |
| 10.2 | Form of Registration Rights Agreement, by and among Sensei Biotherapeutics, Inc. and certain investors signatory thereto | |
| 10.3 | Employment Letter between the Company and Anand Parikh, effective February 17, 2026 | |
| 10.4 | Form of Stock Option Grant Notice and Stock Option Agreement for Inducement Grants Outside of the Sensei Biotherapeutics, Inc. 2021 Equity Incentive Plan | |
| 99.1 | Press Release issued on February 18, 2026 | |
| 99.2 | Investor Presentation, dated February 18, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| . | Sensei Biotherapeutics, Inc. | |||||
| Date: February 18, 2026 | By: | /s/ Christopher W. Gerry | ||||
| Name: | Christopher W. Gerry | |||||
| Title: | President and Principal Executive Officer | |||||
Exhibit 99.1
Sensei Biotherapeutics Announces Acquisition of Faeth Therapeutics and $200 Million Concurrent Private Placement
Acquisition of Faeth and concurrent $200 million private investment positions the combined company to advance its pipeline across key clinical milestones in endometrial and breast cancer
PIKTOR is an investigational all-oral, multi-node inhibitor of the PI3K/AKT/mTOR pathway in development across solid tumor settings, including endometrial and breast cancer
Sensei to host an audio-only conference call and webcast today, February 18, 2026, at 8:30 a.m. ET
BOSTON, February 18, 2026 – Sensei Biotherapeutics, Inc. (Nasdaq: SNSE) today announced that it has acquired Faeth Therapeutics Inc. (“Faeth”), a clinical-stage biotechnology company developing multi-node therapies that target tumor metabolism and signaling. The acquisition brings Faeth’s lead asset PIKTOR, a proprietary investigational all-oral combination of serabelisib and sapanisertib that inhibits multiple nodes of the PI3K/AKT/mTOR pathway through PI3K-alpha and dual mTORC1/2 targeting, into Sensei’s pipeline.
Concurrent with the acquisition, Sensei entered into a definitive agreement for the sale of Series B non-voting convertible preferred stock in a private placement financing, which is expected to result in gross proceeds to Sensei of approximately $200 million before deducting placement agent and other offering expenses. The financing included participation from B Group Capital, Balyasny Asset Management, Columbia Threadneedle Investments, Cormorant Asset Management, Fairmount, Logos Capital, RA Capital Management, Vivo Capital, multiple leading life sciences funds, and other institutional investors. Sensei expects to use the proceeds primarily to advance PIKTOR through key clinical milestones, including topline data from an ongoing Phase 2 trial in second-line advanced endometrial cancer, as well as, the initiation of a Phase 1b trial in HR+/HER2- advanced breast cancer, both expected by year end 2026, with remaining proceeds for general corporate purposes and completion of Sensei’s ongoing Phase 1/2 trial of solnerstotug.
“The clinical data, the caliber of the scientific team, and the investor syndicate that came together for these transactions reinforce our conviction in the program,” said Bob Holmen, Chairman of the Board of Directors of Sensei Biotherapeutics. “With these proceeds, we believe the company is well capitalized to execute through key clinical milestones in endometrial and breast cancer.”
“In the PI3K pathway, the field has repeatedly run into the same constraint. Single-node inhibitors force a tradeoff between efficacy and tolerability,” said Anand Parikh, Co-founder of Faeth Therapeutics and new Chief Operating Officer and director of Sensei. “PIKTOR is designed to change that tradeoff by inhibiting PI3K-alpha and mTORC1/2 simultaneously, and we believe we can achieve more complete pathway suppression with improved tolerability. We saw the signal in our Phase 1b, including a number of complete responses in endometrial cancer patients after multiple prior lines of therapy. This financing takes us through topline Phase 2 data in that population and advances the Phase 1b breast cancer program.”
About Sensei Biotherapeutics
Sensei Biotherapeutics, Inc. (Nasdaq: SNSE) is a clinical-stage biotechnology company focused on the discovery and development of next-generation therapeutics for cancer patients. Following the acquisition of Faeth Therapeutics, Sensei’s lead program is PIKTOR, an investigational multi-node inhibitor of the PI3K/AKT/mTOR pathway in development for endometrial and breast cancer. Sensei is also completing a Phase 1/2 trial of solnerstotug, its V-domain Ig suppressor of T cell activation (VISTA) inhibitor, in patients with advanced solid tumors.
Sensei intends to use its website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. For more information, please visit www.senseibio.com, and follow the company on X @SenseiBio and LinkedIn.
About Faeth Therapeutics
Faeth Therapeutics is a clinical-stage biotechnology company developing multi-node therapies that target tumor metabolism and signaling. The company’s lead program, PIKTOR, is an investigational all-oral combination of serabelisib and sapanisertib designed to inhibit multiple nodes of the PI3K/AKT/mTOR pathway, including PI3K-alpha and mTORC1/2. Faeth is advancing PIKTOR across solid tumors, including endometrial and breast cancer.
Faeth was co-founded in 2019 by Anand Parikh and Oliver Maddocks, PhD. Faeth’s scientific founders include Lewis Cantley, PhD (discoverer of the PI3K pathway), Siddhartha Mukherjee, MD, DPhil (Pulitzer Prize–winning physician-scientist), Karen Vousden, PhD, Scott Lowe, PhD, and Greg Hannon, PhD.
About PIKTOR
PIKTOR is a proprietary investigational all-oral combination of serabelisib and sapanisertib that inhibits multiple nodes of the PI3K/AKT/mTOR pathway, including PI3K-alpha and dual mTORC1/2. In a completed Phase 1b trial, PIKTOR plus paclitaxel demonstrated an overall response rate of 47% in response-evaluable patients (n=15) averaging four prior lines of therapy (range 1–12), with a 71% response rate in patients with PI3K pathway mutations, including three complete responses, two in endometrial cancer with progression-free survival of 26.9 and 20.0 months. PIKTOR is currently being studied in solid tumor settings, including endometrial and breast cancer.
About the Transactions
The acquisition of Faeth was structured as a stock-for-stock transaction pursuant to which all of Faeth’s outstanding equity interests were exchanged based on a fixed exchange ratio for a combination of 252,210 shares of Sensei common stock and approximately 10,604 shares of Series B non-voting convertible preferred stock (representing 10,604,490 shares on an as-converted-to-common basis), in each case, calculated on a fully-diluted basis (and without giving effect to any beneficial ownership limitations). Concurrently with the acquisition of Faeth, Sensei entered into a definitive agreement for a private placement financing with new and existing investors to raise $200 million in which the investors will be issued approximately 14,440 shares of Series B non-voting convertible preferred stock (or 14,440,395 on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations) at a price of approximately $13,850 per share (or approximately $13.85 per share on an as-converted-to-common basis). Subject to Sensei stockholder approval, each share of Series B non-voting convertible preferred stock will automatically convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations set by each holder. As a result of the transactions, equityholders of Sensei immediately prior to the acquisition will own approximately 4.9% of Sensei’s common stock, equityholders of Faeth immediately prior to the acquisition will own approximately 40.8% of Sensei’s common stock and investors in the private placement financing will own approximately 54.3% of Sensei’s common stock, in each case, calculated on a fully-diluted, as-converted-to-common-basis (and without giving effect to any beneficial ownership limitations) using the treasury stock method and based on the implied equity values of Sensei and Faeth.
The acquisition was approved by the Board of Directors of Sensei and the Board of Directors and stockholders of Faeth. The closings of the transactions were not subject to the approval of Sensei’s stockholders. The approval of Sensei’s stockholders is required under the terms of the Series B non-voting convertible preferred stock in order for the Series B non-voting convertible preferred stock to be converted into shares of Sensei common stock, and Sensei is required to hold a stockholder meeting for such vote. On an as-converted basis and after accounting for these transactions (and without giving effect to any beneficial ownership limitations), the total number of shares of Sensei common stock (including shares underlying the Series B non-voting convertible preferred stock) will be approximately 26,304,468.
Lucid Capital Markets is serving as financial advisor to Sensei. Sidley Austin LLP is serving as legal counsel to Sensei. Leerink Partners is serving as the exclusive placement agent for the concurrent financing. Cantor and Citi are also serving as capital markets advisors to Sensei for the concurrent financing. Cooley LLP is serving as legal counsel to Faeth.
Conference Call and Webcast Details
The company will host a conference call and webcast today, February 18, 2026, at 8:30 a.m. ET to discuss the acquisition and financing as well as Faeth’s approach and pipeline assets. To access the call, please click dial-in access. Once registered, participants will receive a dial-in number, a unique PIN, and a confirmation email with full details. To access the live webcast, please click webcast access. A replay of the webcast presentation will be temporarily archived on the Investors section of the company’s website following the presentation.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, concerning Sensei, Faeth, the concurrent financing and the acquisition of Faeth by Sensei (the “Transactions”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to the company’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the Transactions, including the closing of the concurrent financing, if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding or plans for the company’s pipeline, including its ongoing clinical trials, research and development programs and the expected timing for key milestones; the potential benefits of PIKTOR; and expectations regarding the use of proceeds from the concurrent financing and cash runway expectations therefrom, including such proceeds funding the company through key clinical milestones. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “aim,” “strategy,” “target,” “seek,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “predict,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the company or the Transactions will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to those uncertainties and factors described under the heading “Risk Factors” and “Summary of Risk Factors” in the company’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2025, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by the company from time to time, as well as risk factors associated with companies, such as Faeth, that operate in the biotechnology industry. Should one or more of these risks or uncertainties materialize, or should any of the company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The company does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in the company.
Contacts
Investor Contact:
Stephanie Ascher, Precision AQ
Stephanie.ascher@precisionaq.com
Media Contact:
Patrick Schmidt, Consort Partners
senseibio@consortpartners.com
Exhibit 99.2 –– Transaction & Company Overview CONFIDENTIAL 1
–– Disclaimers The information in this Presentation has been prepared by Sensei Biotherapeutics, Inc. ( Sensei ) and Faeth Holdings Therapeutics, Inc. ( Faeth and, together with Sensei and each of Sensei's subsidiaries, the combined company ) and contains information pertaining to the business and operations of the combined company. The information contained in this Presentation: (a) is provided as at the date hereof, is subject to change without notice, and is based on publicly available data, internally developed data as well as third party information from other sources; (b) does not purpose to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the combined company; (c) is not to be considered a recommendation by the combined company that any person make an investment in the combined company; (d) is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities of the combined company in any jurisdiction in which such offer solicitation or sale would be unlawful. Where any opinion or belief is expressed in this Presentation, it is based on certain assumptions and limitations and is an expression of present opinion or belief only. This Presentation should not be construed as legal, financial or tax advice to any individual, as each individual's circumstances are different. This Presentation is for informational purposes only and should not be considered a solicitation or recommendation to purchase, sell or hold a security. Certain matters discussed in this Presentation may contain forward-looking statements that are, by their nature, subject to significant risks and uncertainties. Forward-looking statements can be identified by words such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “seek,” “estimate,” “potential” or the negative of these terms or other similar terms. Forward-looking statements in this Presentation include, but are not limited to, statements about: Sensei, Faeth, the concurrent financing and the acquisition of Faeth by Sensei (the Transactions ), including the closing of the concurrent financing, if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding the use of proceeds from the concurrent financing and cash runway expectations therefrom, including such proceeds funding the combined company through key clinical milestones; the combined company’s product candidates and the potential benefits thereof; planned and ongoing pre-clinical and clinical studies, including the timing for data readouts and future development milestones; the potential peak sales for the combined company’s product candidates; the combined company’s CMC infrastructure plans and positioning for growth, including expectations regarding DS/DP supply for ongoing and proposed clinical trials; and expectations regarding patent protection for the combined company’s product candidates, including plans to file patent applications and the timing thereof. Such forward-looking statements reflect the current views of the combined company’s management regarding future events; they are not guarantees of future performance. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially and adversely from results expressed or implied by this Presentation, including, amongst others: the inability to complete the concurrent financing; costs related to the proposed transaction; the ability of the combined company to obtain sufficient additional capital to further advance its clinical programs; the ability of the combined company’s clinical trials to demonstrate acceptable safety and efficacy of its product candidates and other positive results; the progress of the combined company’s preclinical studies and clinical trials; risks related to clinical development and regulatory approval of the Company's product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; the size of the market opportunities for the combined company’s product candidates; competition in the combined company’s industry; changes in applicable laws or regulations and other risks and uncertainties from time to time described in Sensei's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, including those under the Risk Factors section therein, and in Sensei's other filings with the U.S. Securities and Exchange Commission. The combined company assumes no obligation to update any forward-looking information contained in this Presentation. Certain information contained in this Presentation related to or are based on studies, publications and other data obtained from third party sources as well as our own internal estimates and research. While the combined company believes that such third-party sources are reliable, there can be no assurance as to the accuracy or completeness of the indicated information. The combined company has not independently verified the information provided by such third-party sources. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM or © or ® symbols, but the combined company will assert, to the fullest extent under applicable law, the rights of the owners to these trademarks, service marks, trade names and copyrights. CONFIDENTIAL 2
–– Transaction Highlights The acquisition of Faeth was structured as a stock-for-stock transaction whereby all of Faeth’s outstanding equity interests were exchanged for a combination of shares of Sensei common stock Structure and a newly created, Series B non-voting convertible preferred stock. Concurrent with the acquisition of Faeth, Sensei executed a definitive agreement for a $200 Financing million private placement with a group of institutional accredited investors. Continuing leadership includes Chris Gerry, President, Josiah Craver, SVP, Finance and Anand Management Parikh, Chief Operating Officer. Anand Parikh will also be joining the Sensei board. and BOD The proceeds from the private placement are expected to be primarily used to advance PIKTOR Primary Use of and deliver the following anticipated milestones: Phase 2 topline data in endometrial cancer and the initiation of a Phase 1b trial in HR+/HER2- advanced breast cancer, both expected by YE Proceeds 2026. CONFIDENTIAL 3
–– Capitalization ● Shares of common stock and preferred stock were issued to Faeth security holders in exchange for all of Faeth’s outstanding equity interest. ● Shares of preferred stock were issued to Faeth shareholders and are issuable to investors upon the closing of the $200 million private placement. ● Shares of preferred stock will automatically convert into 1,000 shares of common stock, subject to certain beneficial ownership restrictions set by each holder and approval of Sensei’s stockholders. ● Please refer to the company’s SEC filings for additional information. 1. Calculated using the treasury stock method 2. Represents shares of common stock underlying Faeth options assumed by Sensei 3. Includes shares underlying assumed warrants 4. Represents shares of preferred stock issuable upon the closing of the concurrent financing 5. Calculated on an as converted to common stock basis 6. Represents Sensei's pre-acquisition shares of common stock outstanding and shares of common stock underlying the shares of preferred stock issued to Faeth CONFIDENTIAL 4 stockholders at the closing of the acquisition and to be issued upon the closing of the concurrent financing
–– Faeth Overview ● Oral multi-node inhibition of PI3K/AKT/mTOR pathway; designed for more complete inhibition, less toxicity ● PIKTOR—investigational combination therapy consisting of two oral small molecules—hitting PI3K-alpha, mTORC1, mTORC2 ● Recent and anticipated readouts: ○ Phase 2 platinum resistant ovarian cancer (ESMO Oct 2025) - met primary endpoint ○ Phase 2 in endometrial cancer reads out EOY 2026 ● Raise is expected to fund the combined company’s product candidates through key clinical readouts, including a Phase 2 trial in second-line advanced endometrial cancer through topline data and initiation of a Phase 1b trial in first- and second-line HR+/HER2- advanced breast cancer, with remaining proceeds for general corporate purposes and completion of Sensei's ongoing Phase 1/2 trial of solnerstotug. CONFIDENTIAL 5
–– Focused pipeline of potentially best-in-class product candidates, leveraging Faeth’s unique metabolic insights IND Discovery Phase I Phase II Phase III Target Population enabling Oncology: Endometrial, Breast, PIKTOR: Serabelisib + Sapanisertib Ovarian, Lung NEAAR: Formulated amino acids Oncology: Rectal (+ Chemo / Radiation) Pediatric Rare Novel small molecule targeting Disease / Neuro amino acid catabolism CONFIDENTIAL 6
–– Faeth scientific founders: world leaders in cancer biology Lew Cantley, PhD Sid Mukherjee, MD PhD Oliver Maddocks, PhD Karen Vousden, PhD Scott Lowe, PhD Greg Hannon, PhD Dana Farber Cancer Institute, Asst. Prof., Columbia, Pulitzer Prize CSO & Co-Founder Group Leader, Crick Institute, Chair of Cancer Biology & Genetics at Director of CRUK Cambridge Harvard. Founder: Agios Winner, Time 100 Most Influential Honorary Professor of Cancer Biology & Former Chief Scientist of CRUK, Memorial Sloan Kettering, Institute (NASDAQ), People, Founder: Vor (NASDAQ) Metabolism, University of Glasgow Director, Bristol Myers Squibb Founder: ORIC (NASDAQ) Petra, Volastra CONFIDENTIAL 7
–– PIKTOR: Potent and selective multi-node PI3K/AKT/mTOR pathway inhibition 1 Targeting the PI3K/AKT/mTOR pathway addresses the highest-frequency genomic driver across solid tumors Optional diet can reduce insulin Insulin / GFs Benefits 1: More complete pathway shut down: Dose Tolerability serabelisib PI3K-alpha 2: Evolved resistance is less likely: specific inhibitor ‘PIKTOR’ Durability of response sapanisertib 3: Larger addressable market mTORC1 and mTORC2 inhibitor 4: Oral administration 1 cBioPortal References: Cerami et al., Cancer Discov. 2012, and Gao et al., Sci. Signal, 2013 CONFIDENTIAL 8
–– umor GrTowth Multi-node inhibition with PIKTOR achieved robust PI3K-pathway inhibition in cancer cell lines At clinically relevant concentrations PIKTOR reduced PI3K-pathway signalling in cancer cell lines to a 1 greater extent than single node PI3K-pathway inhibitors –PI3Ka– –PI3Ka– -mTORC1- -mTORC1- -mTORC1- –Mutant-PI3Ka– –PI3Ka– –PI3Ka– -mTORC2- -mTORC2- Targeted nodes: -mTORC1- –AKT– –PI3Ka– -mTORC2- PIKTOR PIKTOR PIKTOR strongly AKT PIKTOR strongly inhibits inhibits pathway pathway signaling at AKT, signaling S6 and 4E-BP1 via S6 and 4E-BP1 1 Western blot data shown is from AN3CA endometrial cancer cells (mutations in PTEN, PIK3R1, mTOR) and is replicated in multiple PI3K-mutated endometrial and breast-cancer cell lines CONFIDENTIAL 9 1 Tyrakis et. al., (2025) British Journal of Cancer, 133: 144-154.
–– PIKTOR: Designed to solve the challenges of drugging the PI3K pathway SINGLE-NODE MULTI-NODE -PIKTOR- Gedatolisib Mutant-specific FDA-approved Celcuity Relay, Scorpion, OnKure Alpelisib, Everolimus, Faeth (Ph.3, Breast) (Ph.1/2, Breast) Capivasertib, Inavolisib (Ph.2, Endometrial) PI3K-alpha AKT or PI3K-beta PI3K-alpha PI3K-gamma mTORC1 or Mechanism of action mTORC1 Mutant PI3K-alpha PI3K-delta (target profile) mTORC2 PI3K-alpha mTORC1 mTORC2 Multi-node inhibition ✔✔ ✘✘ Immune Sparing ✔✔✔ ✘ (PI3K-alpha specific) Broad pathway mutation coverage ✔✔ ✘✘ Prevents wt-PI3K escape ✔✔✔ ✘ Route of administration Oral Intravenous Oral Oral CONFIDENTIAL 10
–– Ph1b study: PIKTOR + paclitaxel dose escalation using multiple-fold lower doses than monotherapy RP2D Sapanisertib / Serabelisib 2 Cohort 1: 2mg / 100mg (Pac 60 mg/m ) 2 Cohort 2: 2mg / 200mg (Pac 60 mg/m ) Advanced Solid Tumors 2 Cohort 3: 2mg / 200mg (Pac 80 mg/m ) All-comers (mutation agnostic) Second line or later 2 Cohort 4: 3mg / 200mg (Pac 80 mg/m ) RP2D Expansion Starks et. al., Gyn. Onc. 166, 2022 2 Cohort 5: 4mg / 200mg (Pac 80 mg/m ) Monotherapy RP2D Data sources: (1) Juric et. al., Clin. Cancer Res. 23 (17) 2017. (2) Voss et. al., Br. J. Cancer 123 (11) 2020. (3) Starks et. al., Gyn. Onc. 166, 2022 CONFIDENTIAL 11 Abbreviations: RP2D - Recommended Phase 2 Dose
–– Ph1b: PIKTOR + paclitaxel achieved 47% ORR in R/R patients, including 3 CRs Serabelisib Sapanisertib Paclitaxel ORR: 47% 12 ORR: 71% w/PI3K pathway mutation CBR: 73% Average 4 prior lines of therapy (range 1-12) n=19 enrolled (15 response evaluable, 13 RECIST evaluable). Data cutoff per publication 10/1/21. CONFIDENTIAL 12 Abbreviations: ORR - Overall Response Rate, R/R - Relapsed Refractory, CR - Complete Response, uCR - Unconfirmed Complete Response, CBR - Clinical Benefit Rate, LOT - Lines of Therapy, Ov - Ovarian Cancer, En - Endometrial Cancer, Br - Breast Cancer
–– Ph1b: PIKTOR + paclitaxel showed durable responses in both PI3KCAmt and wt patients Prior Cancer Type LOT Complete Response Endometrial 4 MTOR & AKT1 Partial Response Endometrial 1 PIK3R1, PTEN, MTOR Stable Disease Ovarian 4 TP53 Progressive Disease Breast 3 PIK3R1 PI3K/AKT/mTOR pathway altered without PIK3CA mutation Endometrial 6 KRAS, RB1, EFFRI1 Not PI3K/AKT/mTOR pathway mutated Ovarian 3 TP53, NF1, CHEK2 PIK3CA mutation Ovarian 12 MYC, AKT2 & PIK3CA-amplification Ovarian 6 TP53, RB1, NF1-loss Serabelisib Sapanisertib Paclitaxel Ovarian 5 TP53, TSC1-loss, AKT3-amplification Ovarian 3 TP53 Endometrial 2 PIK3CA, PTEN, TSC1, PPP2R1A Note patient died due to COVID Endometrial 2 PIK3CA, PTEN Ovarian 3 TP53, EGFR, MYCN-amplification Ovarian 4 TP53, CCNE1 All but one subject had prior platinum and taxane based chemotherapy Ovarian 4 Seven (36%) had prior mTORC1 inhibitor (temsirolimus/everolimus) TP53 PFS (months) 0 5 10 15 20 25 n=19 enrolled (15 response evaluable, 13 RECIST evaluable). Data cutoff per publication 10/1/21. Starks DC, Rojas-Espaillat L, Meissner T, Williams CB. Phase I dose escalation study of dual PI3K/mTOR inhibition by Sapanisertib and Serabelisib in combination with paclitaxel in patients with advanced solid tumors. Gynecologic CONFIDENTIAL 13 Oncology. 2022 Jul 15. Abbreviations: PI3KCAmt - with mutation in PI3KA, wt - wild type, LOT - Lines of Therapy, ORR - Overall Response Rate, CBR - Clinical Benefit Rate, PFS - Progression Free Survival
–– Ph 1b Safety Highlights: PIKTOR was generally well tolerated ● Favorable toxicity profile compared to approved agents Single agent Lenvatinib and PIKTOR and chemo in 2L 2 1 Pembrolizumab Paclitaxel 3 endometrial Grade 3 AEs 58% 89% 73% Discontinuation ~5% 33% 8% ● Primarily low grade AEs - Common AEs included Gr 1, 2 events for nausea, decreased appetite, diarrhea, fatigue, neutropenia and anemia (potentially due to 1 paclitaxel) The results are presented from different clinical trials at different points in time with differences in trial design. No head-to-head trials have been conducted among the results shown and cross-trial comparisons must be interpreted with caution. As a result, conclusive cross-trial comparisons cannot be made. Data sources: (1) Starks et al. Phase I dose escalation study of dual PI3K/mTOR inhibition by Sapanisertib and Serabelisib in combination with paclitaxel in patients with advanced solid tumors. Gynecologic Oncology. 2022 Jul 15. (2) Makker et al., NEJM 2022 (KEYNOTE-775) (3) Chemotherapy: Control arm from KEYNOTE trial; Treating investigator’s choice (doxorubicin 60 mg/m2 IV weekly or paclitaxel 80 mg/m2 IV weekly with 3 weeks on and 1 week off. Data cutoff CONFIDENTIAL 14 per publication 10/1/21. Abbreviations: AE - Adverse Events
–– Hyperglycemia: PIKTOR comparison to other PI3K pathway compounds Hyperglycemia AEs PIKTOR PIKTOR Ph2 Endo Ph1b n = 20 64 205 130 22 284 103 19 HbA1C criteria ≤ 7% < 7% < 8% ≤ 6.4% ≤ 8% ≤ 6.4% ≤ 8% < 7% ≤ 140 < 140 ≤ 160 ≤ 140 ≤ 130 ≤ 130 NR NR Fasting glucose criteria mg/dL mg/dL mg/dL mg/dL mg/dL mg/dL CTCAE v4.03 CTCAE v5 The results are presented from different clinical trials at different points in time with differences in trial design. No head-to-head trials have been conducted among the results shown and cross-trial comparisons must be interpreted with caution. As a result, conclusive cross-trial comparisons cannot be made. 1 2 3 4 Data sources: J Clin Oncol 2024;42:1-10 RLY-2608 Ph1 (+fulvestrant): ASCO Poster 2025, 600 mg BID, RP2D Cohort Juric D. et. al. ESMO Presentation 2025 Celcuity VIKTORIA-1 Phase 3 Results Presentation, Doublet Arm, Oct 2025 5 6 7 Data snapshot PIK-201 PIKTOR + Paclitaxel in patients with advanced endometrial cancer, 05-01-2026 (ongoing Faeth Sponsored Multicenter Phase 2 trial) Andre, F. et. al. N Engl J Med 2019;380:1929-40 Layman et. al., 2022 (SABCS CONFIDENTIAL 15 8 2022 Poster) Starks et. al., Gyn. Onc. 166, 2022 Abbreviations: AE - Adverse Events, NR - not reported in primary source, HbA1C - Hemoglobin A1C % of patients
–– Stomatitis: PIKTOR comparison to other PI3K pathway compounds Stomatitis AEs PIKTOR PIKTOR Ph2 Endo Ph1b The results are presented from different clinical trials at different points in time with differences in trial design. No head-to-head trials have been conducted among the results shown and cross-trial comparisons must be interpreted with caution. As a result, conclusive cross-trial comparisons cannot be made. 1 2 3 4 Data sources: J Clin Oncol 2024;42:1-10 RLY-2608 Ph1 (+fulvestrant): ASCO Poster 2025, 600 mg BID, RP2D Cohort Juric D. et. al. ESMO Presentation 2025 Data snapshot PIK-201 PIKTOR + Paclitaxel in patients with CONFIDENTIAL 16 5 6 7 advanced endometrial cancer, 05-01-2026 (ongoing Faeth Sponsored Multicenter Phase 2 trial) Andre, F. et. al. N Engl J Med 2019;380:1929-40 Layman et. al., 2022 (SABCS 2022 Poster) Starks et. al., Gyn. Onc. 166, 2022 Abbreviations: AE - Adverse Events % of patients % of patients
–– Oral PIKTOR dosing is designed to enable sustained exposure while limiting risk of potential Cmax related toxicity Route Schedule Exposure ≥ IC 90 Cmax: IC90 ratio 1 1 PIKTOR Oral 3 days per week, every week ~150-190 hours per month ~2:1 2 2 Competitor IV Once weekly, 3 weeks a month ~66-72 hours per month ~50:1 Three-day schedule is designed to enable repeated exposure in 1 therapeutic range and avoid extreme Cmax ● PIKTOR’s 3-day oral regimen is designed to deliver repeated intra-week exposure above critical efficacy thresholds ● PIKTOR is given every week (4 out of 4 weeks per month), allowing sustained drug exposure ● Multiple weekly doses designed to avoid extreme Cmax which may be associated with AEs ● Human skin biopsy data showed dose-dependent reduction of 3 4EBP1 phosphorylation , a critical biomarker correlated with in 4 vitro/in vivo efficacy 1 Faeth internal PK modeling based on Faeth internal human PK data 2 Based on Faeth internal analysis and estimates using publicly available data CONFIDENTIAL 17 3 Faeth internal data from PK/PD study in human subjects 4 Tyrakis et. al., (2025) British Journal of Cancer, 133: 144-154.
–– PIKTOR clinical development ● We believe this indication has the greatest First Indication: 2L advanced EC potential for first approval Phase 2 enrolling Endometrial ● Large unmet clinical need in 2L 1 Estimated market size of ~$1-1.5B ● >80% PI3K/AKT/mTOR pathway mutated First Indication:1L/ 2L HR+/HER2- ● Well understood mechanism with potential for Phase 1b advanced BC broad label protocol drafted Breast ● 60% PI3K/AKT/mTOR pathway mutated 1 Estimated market size of ~$8-9B ● Oral dosage form advantage vs. gedatolisib Phase 2 complete ● Demonstrated activity in an all-comers First Indication: Advanced (Sapa + Pac); population platinum-resistant OC Ovarian FDA interaction ● 60% PI3K/AKT/mTOR pathway mutated 1 planned in 2026 ● Successful Phase 2 complete Estimated market size of ~$1.5-2B Phase 2 protocol First Indication: NFE2L2/KEAP1 advanced drafted - ● Promising single agent activity of sapanisertib NSCLC Lung LungMAP in NFE2L2/KEAP1 mutated NSCLC consortium IIT 1 Estimated market size of ~$1-1.5B 1 Based on estimated sales data, assuming FDA approval, contained in Deallus’ February 12, 2024 report to the Company CONFIDENTIAL 18
–– PIKTOR + paclitaxel demonstrated clinical activity in endometrial cancer patients in Ph 1b Serabelisib Sapanisertib Paclitaxel Prior Cancer Type LoT Mut Complete Response + Endometrial* 4 Partial Response + Endometrial* 1 Stable Disease - Endometrial 6 Progressive Disease + Endometrial 2 Note patient died due to COVID PI3K/mTOR pathway mutation + Endometrial 2 Not PI3K/mTOR pathway mutated PFS (months) 0 5 10 15 20 25 Paclitaxel monotherapy ~4mo PFS *Patients continued in follow-up; final PFS for these patients was 26.9 and 20.0 months respectively. OS continues at 53.3+ and 68.3+ months respectively. Starks et. al . Gynecologic Oncology. 2022 Jul 15. Data cutoff per publication 10/1/21. CONFIDENTIAL 19 *Unpublished communication with authors Abbreviations: LOT - Lines of Therapy, ORR - Overall Response Rate, CBR - Clinical Benefit Rate, PFS - Progression Free Survival
–– FTH-PIK-201: PIKTOR + paclitaxel in advanced endometrial cancer (currently enrolling) Primary endpoint - ORR Phase 2 Eligibility Criteria Single arm (n≅40) Secondary endpoints ● Endometrial- Sapanisertib 3 mg - PFS endometrioid cancer Screening Serabelisib 200 mg - DOR 2 ● 2nd line or later Paclitaxel 80 mg/m - CBR ● Post Pembrolizumab - OS ● Must have PI3K pathway Optional sub-study; diet to - Safety/tolerability mutation suppress glucose / insulin Exploratory endpoints - PK - Efficacy endpoints vs. specific mutations Study is being conducted in partnership with: CONFIDENTIAL 20
–– PIKTOR clinical development ● We believe this indication has the greatest First Indication: 2L advanced EC potential for first approval Phase 2 enrolling Endometrial ● Large unmet clinical need in 2L 1 Estimated market size of ~$1-1.5B ● >80% PI3K/AKT/mTOR pathway mutated First Indication:1L/ 2L HR+/HER2- ● Well understood mechanism with potential for Phase 1b advanced BC broad label protocol drafted Breast ● 60% PI3K/AKT/mTOR pathway mutated 1 Estimated market size of ~$8-9B ● Oral dosage form advantage vs. gedatolisib ● Demonstrated activity in an all-comers Phase 2 complete First Indication: Advanced population platinum-resistant OC (Sapa + Pac); Ovarian ● 60% PI3K/AKT/mTOR pathway mutated FDA interaction 1 ● Successful Phase 2 complete Estimated market size of ~$1.5-2B planned in 2026 Phase 2 protocol First Indication: NFE2L2/KEAP1 advanced drafted - ● Promising single agent activity of sapanisertib NSCLC Lung LungMAP in NFE2L2/KEAP1 mutated NSCLC consortium IIT 1 Estimated market size of ~$1-1.5B 1 Based on estimated sales data, assuming FDA approval, contained in Deallus’ February 12, 2024 report to the Company CONFIDENTIAL 21
–– We believe the Celcuity Ph3 VIKTORIA-1 PI3KCAwt data validates PIKTOR’s mechanism Celcuity: Gedatolisib Faeth: PIKTOR Conclusion We believe positive Celcuity data validates a Target Profile Pan-PI3K + mTORC1/2 PI3K-alpha + mTORC1/2 multi-node PI3K + mTORC1/2 approach, while PIKTOR holds potential advantages due to oral Administration Intravenous Oral administration and PI3K-alpha specificity Arm A - Gedatolisib Triplet Patients with HR+/HER2- Gedatolisib PIK3CA-wild-type ABC mPFS = 9.3 months Triplet HR = 0.24 Palbociclib ● Pre-/post-menopausal (95% CI = 0.17 - 0.35) women and men Fulvestrant ● Progression during or after CDK4/6 inhibitor + aromatase R 1:1:1 Arm B - Gedatolisib Doublet inhibitor (N=392) ● ≤ 2 lines of prior endocrine mPFS = 7.4 months Gedatolisib therapy for ABC Doublet HR = 0.33 ● No prior mTORi, PI3Ki, AKTi, (95% CI = 0.24 - 0.48) Fulvestrant or chemotherapy for ABC ● Measurable disease per RECIST v1.1 Arm C - Control Control mPFS = 2.0 months Fulvestrant Data for the PIK3CA Wild-type cohort. Full safety data not yet released (‘no worse than Phase 2 data’). Topline data for the PIK3CA Mutant cohort is expected 1H 2026 Hurvitz S, et. al., ESMO 2025 CONFIDENTIAL 22 Abbreviations: ABC - Advanced Breast Cancer, mPFS - median progression free survival, HR - Hazard Ratio
–– PIKTOR showed superior breast cancer xenograft tumor growth inhibition vs. monotherapy Serabelisib 75 mg/kg MDA-MB-361 Human Breast Cancer Cell Xenograft Mouse equivalent of 200mg in humans PO QD 3 days on 4 days off Sapanisertib 0.5 mg/kg Mouse equivalent of 3mg in humans PO QD 3 days on, 4 days off MDA-MB-361 Mutations: PIK3CA, MTOR, BRCA2, BRAF, CDKN2A, TP53 1 PIKTOR shows low nM cellular IC50 in breast cancer cell lines 1 23 Tyrakis et. al., (2025) British Journal of Cancer, 133: 144-154. CONFIDENTIAL Vehicle Control Sapanisertib Serabelisib PIKTOR
–– Serabelisb and Sapanisertib have each independently shown activity in HR+/HER2- breast cancer Study Drug / Combination ORR DCR mPFS CR 1 Sapa Garcia-Saenz et. al., 2022 Sapanisertib + Fulvestrant (n=47 arm B) 75% PR+CR+SD 21.3% 2/47 7.2 m HR+/HER2- Phase 2 1 Fulvestrant (n=46 arm A) 61% PR+CR+SD Control Arm Garcia-Saenz et. al., 2022 0/46 10.9% 3.5 m VIKTORIA-1 2 Gedatolisib + Fulvestrant (n=130) 28.3% 77% PR+CR+SD 7.4 m NA Gedatolisib Hurvitz, S. et. al., 2025 Phase 3 Study Drug / Combination ORR DCR mPFS CR 3 76% PR+CR+SD Serabelisib (n=21) 14% NA 0/21 Serabelisb Juric et. al., 2017 Breast Cancer Subjects from 4 Comparator 61% PR+CR+SD Alpelisib (n=23) NA 0/23 Juric et. al., 2018 4% Phase 1 Drug Data The results are presented from different clinical trials at different points in time with differences in trial design. No head-to-head trials have been conducted among the results shown and cross-trial comparisons must be interpreted with caution. As a result, conclusive cross-trial comparisons cannot be made. 1 2 3 4 Garcia-Saenz et. al., (2022) J. Clinical Cancer Research (2022) 28 (6): 1107–1116 Hurvitz, S. et. al., (2025) ESMO Presentation Juric et. al., (2017) Clin. Cancer Res. 23 (17) Juric et. al., (2018) Journal of CONFIDENTIAL 24 Clinical Oncology 36 (13),1291-1299 Abbreviations: ORR - Overall Response Rate, DCR - Disease Control Rate, mPFS - median progression free survival, CR - Complete Response
–– HR+/HER2- Advanced Breast Cancer Landscape - potential future state HR+ / HER2- Advanced Breast Cancer aBC endocrine aBC endocrine resistant + aBC endocrine sensitive BRCA * * PIK3CA/AKT1/PTEN alterations resistant PIKTOR + Novel Oral Agents CDK 4 inhibitor + aromatase inhibitor (AI) PARP We believe PIKTOR has Gedatolisib + CDK 4/6 + fulvestrant inhibitor CDK4 inhibitor 1L AI options: letrozole, options: the potential to become a exemestane, and CDK4 inhibitor + atirmociclib, CDK 4/6 + fulvestrant + anastrozole BGB-43395, fulvestrant Inavolisib differentiated all-oral RGT-419B option across first- and NGS Testing second-line settings, with PIK3CA/AKT1/PTEN relevance across future Otherwise ESR1m * * * BRCA alterations WT standards of care. PIK3CAm PIKTOR + Novel PIKTOR + Novel PIKTOR + Novel 2L Oral Agents Oral Agents Oral Agents PARP Gedatolisib Gedatolisib Gedatolisib inhibitors Everolimus +/- Capivasertib Oral SERDs: Fulvestrant or Everolimus elacestrant, imlunestrant, +/- Alpelisib camizestrant, giredestrant AI or tamoxifen Chemotherapy, Antibody-Drug Conjugates 3L CONFIDENTIAL 25 Represents potential PIKTOR disruption *
–– PIKTOR clinical development ● We believe this indication has the greatest First Indication: 2L advanced EC potential for first approval Phase 2 enrolling Endometrial ● Large unmet clinical need in 2L 1 Estimated market size of ~$1-1.5B ● >80% PI3K/AKT/mTOR pathway mutated First Indication:1L/ 2L HR+/HER2- ● Well understood mechanism with potential for Phase 1b advanced BC broad label protocol drafted Breast ● 60% PI3K/AKT/mTOR pathway mutated 1 Estimated market size of ~$8-9B ● Oral dosage form advantage vs. gedatolisib ● Demonstrated activity in an all-comers Phase 2 complete First Indication: Advanced population (Sapa + Pac); platinum-resistant OC Ovarian ● 60% PI3K/AKT/mTOR pathway mutated FDA interaction 1 ● Successful Phase 2 complete Estimated market size of ~$1.5-2B planned in 2026 Phase 2 protocol First Indication: NFE2L2/KEAP1 advanced drafted - ● Promising single agent activity of sapanisertib NSCLC Lung LungMAP in NFE2L2/KEAP1 mutated NSCLC consortium IIT 1 Estimated market size of ~$1-1.5B 1 Based on estimated sales data, assuming FDA approval, contained in Deallus’ February 12, 2024 report to the Company CONFIDENTIAL 26
–– Phase 2 DICE Trial: Sapanisertib + Paclitaxel showed benefit in PROC Late breaking oral pres at ESMO Platinum Resistant Ovarian Cancer Mean PFS Arm A: 4.0 months Arm B: 5.8 months HR=0.66; 90% CI: 0.45–0.96 (P=0.07) Grade 3/4 AEs Arm A: 6.6% Arm B: 7.0% Gastrointestinal AEs (0% vs. 11.4%) and Rash (0% vs. 2.9%) more common in Arm B but were manageable Next steps Primary endpoint: PFS ● OS, ORR and detailed safety data to come Secondary endpoints: ORR, OS, DoR, CBR, QoL, Safety ● Potential FDA interaction in 2026 regarding future Experimental endpoint: Genetic biomarkers in tissue / blood development, including potential registrational trial Krell, J. et. al., ESMO 2025 CONFIDENTIAL 27 Abbreviations: ORR - Overall Response Rate, OS - Overall Survival, DoR - Duration of Response, CBR - Clinical Benefit Rate, QoL - Quality of Life, PFS - progression free survival, HR - Hazard Ratio, CI - Confidence Interval
–– Phase 2 DICE Trial: Sapanisertib (aka TAK 228) and Paclitaxel showed PFS benefit in PROC Krell, J. et. al., ESMO 2025 CONFIDENTIAL 28 Abbreviations: PFS - progression free survival, CI - Confidence Interval 28
–– We believe regulatory positioning supports accelerated path to registrational trial Precedent supports a PI3K/mTOR multi-node strategy Combination Dosing 1✔ ● Recent Gedatolisib Ph3 success reinforces the class and mechanism Precedent Combination acceptable for HV studies Clin Pharm Requirements ✔ Defined ● FDA has previously allowed dosing of serabelisib in healthy volunteers providing robust PK/BA data alongside extensive PK/BA data available Safety Database Supports 2 from historical sapanisertib clinical studies ✔ Advancement Clin Pharm gaps are well-defined and addressable ✔ CMC Program on Track Strong safety foundation ● More than 240 subjects exposed; no Hy’s law cases, minimal bilirubin Path to Registrational Trial ✔ elevations, predictable toxicity on intermittent dosing to date Additional contribution of components work may be needed Contribution of Components but could be accelerated with capital 1 Hurvitz, S. et. al., (2025) ESMO Presentation 2 CONFIDENTIAL 29 Patel et. al., 2019, Clin Pharmacol Drug Dev Jul;8(5):637-646., Voss et al. 2020 British Journal of Cancer Nov;123(11):1590-1598 Abbreviations: PK/BA - Pharmacokinetics / Bioavailability
–– CMC infrastructure positioned for registration and scale Mature DS/DP Materials Manufacturing Scale-Up Defined Life-Cycle Strategy ● Both DS are highly ● DS and DP process ● Formulation work stable optimisation being underway ● DS/DP Batches with completed 36-60 month stability ● Demo batches data planned for 2026 ● Proven manufacturing ● Registrational history readiness on track Expect ample DS/DP supply for ongoing and proposed Phase 1b/Phase 2 Studies CONFIDENTIAL 30
–– Key PIKTOR patents Subject Matter Patent Expiration Date Note Composition of Matter ● Issued COM patents for each API Aug 2037● COM expiry date includes patent term adjustment (PTA) ● Serabelisib API and expected 5 years of patent term extension (PTE) ● Sapanisertib API added to serabelisib COM patent PIKTOR + ISD Method of Treatment for Cancer May 2039● Issued Patent ● Covers use of PIKTOR + ISD in a range of tumor types PIKTOR Method of Treatment for Cancer Pending ● Patent Filed March 2025 (March 2046 = 20-year)● Endometrial and Breast cancer Sapanisertib Method of Treatment for Cancer Pending ● Patent Filed Oct. 2025 (Oct. 2046 = 20-year)● Ovarian Cancer Opportunity for novel composition of matter IP Target patent filing = 2026 ● Development work ongoing (20-year expiry ~2046) Formulation development ongoing Global exclusive licenses for Serabelisb and Sapanisertib, from Takeda for all oncology indications CONFIDENTIAL 31
–– Financing expected to fund PIKTOR program through key anticipated catalysts 2026 2027 2028 Before EOY: Enrollment PIK-201 Last patient dosed + 6 complete, topline data Ph 2 Endo months data readout Interim safety data from dose escalation PIK-101 1H: Trial initiation, Ph1b Interim efficacy data from Expansion data Ph1b Breast dose escalation dose escalation Expansion cohorts initiated Potential FDA interaction DICE Ph 2 regarding future PROC development Key 1H: Potential Gedatolisib Potential Gedatolisib External FDA Approval, VIKTORIA-1 VIKTORIA-2 Data Readout Events PI3Kmt Readout CONFIDENTIAL 32
–– Faeth team is well rounded with deep experience in drug development Management Team Key Faeth Employees Board Bob Holmen, JD Christopher Gerry, JD Tom Ricks, MBA Board Chair President & General Counsel Oliver Maddocks, MPharm PhD Chief Scientific Officer Anand Parikh, JD Kristian Humer, MBA Anand Parikh, JD Chief Operating Officer Debbie Chirnomas, MD MPH Chief Medical Officer Phil Donenberg Christopher Gerry, JD Josiah Craver, CPA SVP, Finance CONFIDENTIAL 33
–– Thank you 34 CONFIDENTIAL
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