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Sensei Biotherapeutics (NASDAQ: SNSE) approves big share increase and new equity plans

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sensei Biotherapeutics, Inc. held its 2026 annual stockholder meeting, where stockholders approved several significant capital and compensation measures. They authorized an increase in the company’s common stock authorization from 12,500,000 to 300,000,000 shares, greatly expanding capacity for future issuances. Stockholders also approved the issuance of common shares upon conversion of Series B Non-Voting Convertible Preferred Stock, which will represent more than 20% of outstanding common stock and result in a change of control under Nasdaq Listing Rules 5635(a) and 5635(b). In addition, investors approved a new 2026 Equity Incentive Plan with an initial reserve of 2,671,981 shares plus recycling of up to 311,164 additional shares, and a 2026 Employee Stock Purchase Plan with an initial reserve of 267,198 shares, each with automatic annual share increases through 2036. All director nominees were elected, the company’s auditor was ratified, and quorum was strong, with 1,077,174 shares (80.32% of 1,341,140 shares outstanding as of the record date) represented.

Positive

  • None.

Negative

  • Stockholders approved a major increase in authorized common shares from 12,500,000 to 300,000,000, allowing substantial future equity issuance that could significantly dilute existing holders.
  • Approval of common share issuance upon conversion of Series B Non-Voting Convertible Preferred Stock will exceed 20% of outstanding shares and result in a change of control under Nasdaq Listing Rules 5635(a) and 5635(b).

Insights

Stockholders approved large share authorization, change-of-control issuance, and expansive equity plans.

Stockholders of Sensei Biotherapeutics approved increasing authorized common shares from 12,500,000 to 300,000,000, creating substantial capacity for future equity issuance. They also approved converting Series B Non-Voting Convertible Preferred Stock into common shares that will exceed 20% of current outstanding stock and trigger a change of control under Nasdaq rules.

The new 2026 Equity Incentive Plan reserves 2,671,981 shares initially, plus up to 311,164 recycled shares, and includes an automatic annual increase of 5% of fully diluted common from 2027 through 2036. The 2026 ESPP adds 267,198 shares initially, with potential annual increases up to 1% of fully diluted common, subject to board discretion.

These approvals materially expand potential dilution and formalize a change-of-control structure via preferred conversion. Actual impact depends on how quickly the company issues new shares under the expanded authorization and the pace of grants and purchases under the 2026 Plan and ESPP.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common stock 300,000,000 shares Increased from 12,500,000 by amendment approved at annual meeting
Prior authorized common stock 12,500,000 shares Level before amendment increasing authorization
2026 Equity Plan initial reserve 2,671,981 shares Initial share reserve under 2026 Equity Incentive Plan
Recycled shares under 2026 Plan 311,164 shares Maximum additional shares from expired, forfeited or withheld 2021 Plan awards
2026 ESPP initial reserve 267,198 shares Initial share reserve under 2026 Employee Stock Purchase Plan
Equity Plan annual increase 5% of fully diluted common Automatic yearly increase from January 1, 2027 to January 1, 2036
ESPP annual increase cap 1% of fully diluted common Automatic yearly increase, limited to 1% or two times initial reserve
Shares outstanding at record date 1,341,140 shares Baseline outstanding shares used for meeting quorum and voting
2026 Equity Incentive Plan financial
"At the Annual Meeting, the Company’s stockholders approved (i) the Company’s 2026 Equity Incentive Plan (the “2026 Plan”)"
2026 Employee Stock Purchase Plan financial
"and (ii) the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”)."
Series B Non-Voting Convertible Preferred Stock financial
"Approval of the issuance of shares of the Company’s common stock upon conversion of the Company’s Series B Non-Voting Convertible Preferred Stock"
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.
change of control financial
"which will (a) represent more than 20% of the shares of common stock outstanding and (b) result in the change of control of the Company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Nasdaq Listing Rules 5635(a) and 5635(b) regulatory
"result in the change of control of the Company pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively."
Amended and Restated Certificate of Incorporation regulatory
"approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”)"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
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Understanding 8-K Material Events →
false 0001829802 --12-31 0001829802 2026-06-10 2026-06-10
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2026

 

 

Sensei Biotherapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-39980   83-1863385

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1405 Research Blvd, Suite 125

Rockville, MD

   20850
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (240) 243-8000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

  

Trading

symbol

  

Name of each exchange

on which registered

Common Stock   SNSE   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2026, Sensei Biotherapeutics, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved (i) the Company’s 2026 Equity Incentive Plan (the “2026 Plan”) and (ii) the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”).

The 2026 Plan has an initial share reserve equal to (i) 2,671,981 shares of the Company’s common stock, par value $0.0001 per share (“common stock”) plus up to (ii) 311,164 shares of common stock subject to outstanding stock awards granted under the Company’s 2021 Equity Incentive Plan that, after the date the 2026 Plan becomes effective, are not issued because a stock award expires or otherwise terminates without all of the shares covered by the award having been issued; are not issued because the stock award is settled in cash; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price. In addition, the number of shares of common stock reserved for issuance under the 2026 Plan will automatically increase on January 1 of each calendar year, from January 1, 2027 through January 1, 2036, in an amount equal to 5% of the total number of shares of all classes of common stock outstanding plus all shares of common stock issuable upon the exercise of any pre-funded warrants (without regard to any beneficial ownership limitations) on December 31 of the preceding year, or a lesser number of shares determined by the Company’s board of directors (the “Board”).

The 2026 ESPP has an initial share reserve equal to 267,198 shares of common stock. In addition, the number of shares of common stock reserved for issuance under the 2026 ESPP will automatically increase on January 1 of each calendar year, beginning on January 1, 2027 through January 1, 2036, by the lesser of (i) 1% of the total number of shares of all classes of common stock outstanding plus all shares of common stock issuable upon the exercise of any pre-funded warrants (without regard to any beneficial ownership limitations), on December 31 of the preceding calendar year, and (ii) a number of shares equal to two times the initial share reserve; provided that before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii).

The Board previously approved the 2026 Plan and 2026 ESPP on April 10, 2026, and approved the grant of an option award, in each case, subject to stockholder approval.

A summary of the principal features of the 2026 Plan and 2026 ESPP are set forth under the headings “Proposal No. 5—Approval of the 2026 Equity Incentive Plan” and “Proposal No. 6—Approval of the 2026 ESPP” contained in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”). The summaries are qualified in their entirety by reference to the 2026 Plan, forms of option grant notices and option agreements and forms of restricted stock unit grant notice and unit award agreement thereunder, and the 2026 ESPP, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the authorized number of shares of common stock from 12,500,000 to 300,000,000. The Amendment was filed with the Secretary of State of the State of Delaware on June 10, 2026 and effective as of such date.

The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders voted on six proposals, each of which is described in more detail in the Proxy Statement. Of the 1,341,140 shares outstanding as of the record date, 1,077,174 shares, or 80.32%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of two nominees to serve as directors on the Board of Directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

Name    Votes For      Votes Withheld  

Bob Holmen

      741,993        23,529  

Kristian Humer

      741,275        24,247  

Broker Non-Votes: 311,652

All nominees were elected.

Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:

 

Votes For

  

Votes Against

  

Abstained

1,055,703   3,879   17,592

Proposal No. 2 was approved.

Proposal No. 3: Approval of the issuance of shares of the Company’s common stock upon conversion of the Company’s Series B Non-Voting Convertible Preferred Stock, which will (a) represent more than 20% of the shares of common stock outstanding and (b) result in the change of control of the Company pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively . The votes were cast as follows:

 

Votes For

  

Votes Against

  

Abstained

747,293   3,397   14,832

Broker Non-Votes: 311,652

Proposal No. 3 was approved.

Proposal No. 4: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, to increase the number of authorized shares of our common stock from 12,500,000 to 300,000,000. The votes were cast as follows:

 

Votes For

  

Votes Against

  

Abstained

1,049,853   10,485   16,836

Broker Non-Votes: —

Proposal No. 4 was approved.

Proposal No. 5: Approval of the 2026 Plan. The votes were cast as follows:

 

Votes For

  

Votes Against

  

Abstained

484,662   266,010   14,850

Broker Non-Votes: 311,652

Proposal No. 5 was approved.

Proposal No. 6: Approval of the 2026 ESPP. The votes were cast as follows:

 

Votes For

  

Votes Against

  

Abstained

487,784   262,910   14,828

Broker Non-Votes: 311,652

Proposal No. 6 was approved.

Proposal No. 7: Approval of the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposals Nos. 3, 4, 5 and/or 6 or if the Nasdaq initial listing application required by Nasdaq Listing Rule 5110(a) has not yet been approved.

As there were sufficient votes to approve Proposals Nos. 3, 4, 5 and 6 at the time of the Annual Meeting, Proposal No. 7 was not presented to stockholders.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number

   

Exhibit Description

 3.1    Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, effective June 10, 2026
10.1    2026 Equity Incentive Plan and Forms of Stock Option Grant Notice, Stock Option Agreement, Restricted Stock Unit Grant Notice and Restricted Stock Unit Grant Agreement thereunder
10.2    2026 Employee Stock Purchase Plan
104    Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

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: June 10, 2026      

/s/ Christopher W. Gerry

            Christopher W. Gerry
            President and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Sensei Biotherapeutics (SNSE) stockholders approve at the 2026 annual meeting?

Stockholders approved a large increase in authorized common shares, the issuance of common stock upon conversion of Series B Non-Voting Convertible Preferred Stock, the 2026 Equity Incentive Plan, the 2026 Employee Stock Purchase Plan, director elections, and ratification of Deloitte & Touche LLP as auditor.

How much did Sensei Biotherapeutics (SNSE) increase its authorized common stock?

Stockholders approved an amendment raising authorized common stock from 12,500,000 to 300,000,000 shares. This substantial increase gives the company much greater flexibility to issue equity in the future for financings, acquisitions, equity plans, or other corporate purposes.

What is significant about the Series B Non-Voting Convertible Preferred Stock approval for SNSE?

Stockholders approved issuing common shares upon conversion of Series B Non-Voting Convertible Preferred Stock that will represent more than 20% of common shares outstanding and result in a change of control under Nasdaq Listing Rules 5635(a) and 5635(b), making it a material capital structure event.

What are the key terms of Sensei Biotherapeutics’ 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan has an initial reserve of 2,671,981 common shares plus up to 311,164 recycled shares. It also includes an automatic annual increase from 2027 through 2036 equal to 5% of fully diluted common stock, unless the board chooses a smaller amount.

How large is Sensei Biotherapeutics’ 2026 Employee Stock Purchase Plan (ESPP)?

The 2026 ESPP starts with an initial reserve of 267,198 common shares. Beginning in 2027 through 2036, shares reserved will automatically increase annually by the lesser of 1% of fully diluted common stock or two times the initial reserve, subject to board reduction.

What level of shareholder participation did SNSE have at the 2026 annual meeting?

Of 1,341,140 shares outstanding as of the record date, 1,077,174 shares were present or represented by proxy, representing 80.32% participation. This strong turnout provided a solid quorum for approving the company’s proposals, including major capital structure and equity plan changes.

Filing Exhibits & Attachments

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Agreements & Contracts

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