Sensei Biotherapeutics, Inc. 8-K Filings

Faeth Therapeutics, Inc., formerly Sensei Biotherapeutics, is rebranding and reshaping its leadership and governance while clarifying its clinical focus. The company terminated an unused at-the-market equity program that had allowed up to $50 million of stock sales. Anand Parikh, Faeth’s co-founder, was named Chairman, President and Chief Executive Officer with a base salary of $680,000 and a target annual bonus equal to 60% of salary, and he becomes the company’s principal executive officer. Brian Stephenson was appointed Chief Financial Officer and principal financial officer, and other finance and accounting roles were formalized. The board saw three directors resign and two new directors, Stephen M. Hahn and Saira Ramasastry, join and receive options to purchase 25,000 shares each under the 2026 Equity Plan. The company changed its corporate name to Faeth Therapeutics, will trade on Nasdaq as “FTH,” and relocated its headquarters to Austin, Texas. A concurrent press release highlighted approximately $200 million in gross proceeds from a February 2026 private placement and upcoming PIKTOR trial readouts, including Phase 2 data in advanced endometrial cancer expected in the second half of 2026.

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.

Sensei Biotherapeutics updated its plans for reconstituting its board of directors around the 2026 Annual Meeting of Stockholders scheduled for June 10, 2026. Due to personal reasons, the planned appointment of Karen Vousden, Ph.D. to the board will be delayed, with the board intending to consider her appointment in the third or fourth quarter of 2026.

If the Required Company Stockholder Matters are approved at the Annual Meeting, the board plans to appoint Bob Holmen as chair of the Nominating and Corporate Governance Committee effective June 12, 2026, when other described appointments would take effect. The board has also approved a board size of five directors as of that date.

Sensei Biotherapeutics, Inc. is providing investors with unaudited pro forma financial statements showing the impact of converting its Series B Non-Voting Convertible Preferred Stock into common stock. This conversion, which requires stockholder approval, will represent more than 20% of outstanding common shares and result in a change of control under Nasdaq rules.

The company had total assets of $205.4 million as of March 31, 2026, including $152.3 million of cash and cash equivalents and $50.5 million of marketable securities. For the quarter, Sensei reported a net loss of $170.2 million, driven largely by $133.0 million of acquired in-process research and development.

In February 2026, Sensei acquired Faeth Therapeutics and issued 10,497.098 shares of Series B preferred stock, equivalent to 10,497,098 common shares on an as-converted basis, as part of the consideration. Concurrently, it raised $200.0 million of gross proceeds in a PIPE financing by issuing 14,440.395 Series B preferred shares, equivalent to 14,440,395 common shares, at $13,850 per preferred share, or $13.85 per share on an as-converted basis.

Sensei Biotherapeutics reported a sharply higher net loss for the first quarter of 2026 driven by its acquisition of Faeth Therapeutics and related accounting charges, while also ending the period with a significantly stronger cash position.

For the quarter ended March 31, 2026, net loss was $170.2 million, or $131.45 per share, compared with a net loss of $6.9 million, or $5.45 per share, a year earlier. Results included $133.0 million of acquired in‑process research and development expense tied to Faeth assets that had no alternative future use at the acquisition date.

Cash, cash equivalents and marketable securities rose to $202.8 million as of March 31, 2026, from $21.2 million at December 31, 2025, supported by a $200 million private placement completed in February. R&D expenses increased to $18.0 million and G&A to $19.7 million, reflecting ongoing integration of Faeth and one‑time acquisition costs.

Following the Faeth deal, Sensei’s lead program is PIKTOR, an oral multi‑node inhibitor of the PI3K/AKT/mTOR pathway in development for advanced endometrial and HR+/HER2‑ advanced breast cancers, with topline Phase 2 endometrial data expected in the second half of 2026.

Sensei Biotherapeutics, Inc. outlines a contingent refresh of its board and leadership team tied to stockholder approvals at the June 10, 2026 annual meeting. Three current directors, including Christopher W. Gerry and Thomas Ricks, have tendered resignations effective two business days after the meeting, conditional on approval of specified charter and conversion proposals. Three new directors – Stephen M. Hahn, Saira Ramasastry and Karen Vousden – have been conditionally appointed, with planned roles across the audit, compensation, and nominating and governance committees.

If the required proposals are approved, Chief Operating Officer and director Anand Parikh is expected to become Chief Executive Officer and principal executive officer, while Gerry will remain General Counsel but step down as President and principal executive officer. Brian Stephenson, Ph.D., is anticipated to become Chief Financial Officer and principal financial officer, with Josiah Craver continuing as Senior Vice President of Finance and principal accounting officer.

The company also adopted a Severance and Change in Control Plan for executive officers and key employees. For qualifying terminations outside a change in control period, designated executives may receive 6–12 months of base salary and COBRA coverage; during a defined change in control window, cash severance increases to 12–18 months of salary, plus a 1.0x–1.5x target bonus multiple, COBRA coverage and full vesting of time-based equity awards, subject to a release of claims and the company’s clawback policy.

Sensei Biotherapeutics, Inc. filed an amended report to add full-year 2025 and 2024 audited financial statements for Faeth Therapeutics and unaudited 2025 pro forma combined financials following Sensei’s acquisition of Faeth. Faeth reported no product revenue and a 2025 net loss of $16.0 million, with cash and restricted cash of $20.4 million.

The auditor drew attention to substantial doubt about Faeth’s ability to continue as a going concern. This risk arises because, after a merger with Sensei and a related $200.0 million PIPE financing in Series B Non-Voting Convertible Preferred Stock, the acquirer may be required to make significant cash payments to Series B holders if it cannot timely deliver common shares upon conversion, which could substantially reduce available cash resources.

Sensei Biotherapeutics reported full-year 2025 results and highlighted its strategic shift following the Faeth Therapeutics acquisition and a $200 million private placement. PIKTOR, an all-oral combination targeting the PI3K/AKT/mTOR pathway, is now the lead program in endometrial and HR+/HER2- advanced breast cancer.

Cash, cash equivalents and marketable securities were $21.2 million as of December 31, 2025. R&D expenses fell to $11.0 million from $18.6 million and G&A to $11.3 million from $13.0 million, helping narrow net loss to $21.1 million, or $(16.72) per share, from $30.2 million, or $(24.01) per share.

Sensei Biotherapeutics is transforming its business by acquiring Faeth Therapeutics and raising about $200 million in a concurrent private placement of Series B non-voting convertible preferred stock. These preferred shares are each convertible into 1,000 common shares if stockholders later approve the needed proposals.

After the merger and financing, former Faeth holders and new investors will own the vast majority of Sensei, while existing stockholders drop to about 4.9% of the fully diluted common stock. The deal makes Faeth’s lead cancer drug PIKTOR Sensei’s main program, with funding aimed at Phase 2 endometrial cancer data and a Phase 1b breast cancer trial by year-end 2026.

Sensei Biotherapeutics, Inc. expanded its board of directors from three to five members and appointed Christopher W. Gerry and Phillip B. Donenberg as new directors, effective immediately. Gerry is the Company’s President, Principal Executive Officer and General Counsel, with prior legal and biotech experience. Donenberg brings extensive financial leadership and public company board experience in gene therapy and therapeutics. Donenberg will receive compensation under Sensei’s standard non-employee director program, and both new directors will enter into the Company’s standard form of indemnification agreement.

Sensei Biotherapeutics (SNSE) filed an 8-K announcing it furnished a press release with financial results for the quarter ended September 30, 2025. The disclosure appears under Item 2.02, with the company stating the information "shall not be deemed filed" for purposes of Section 18 of the Exchange Act.

The press release is included as Exhibit 99.1. Sensei’s common stock trades on Nasdaq under the symbol SNSE.

Sensei Biotherapeutics (SNSE) furnished an update under Item 7.01, announcing it has initiated a strategic review to maximize shareholder value. The company disclosed this via a press release titled “Sensei Biotherapeutics Announces Initiation of Strategic Review to Maximize Shareholder Value,” furnished as Exhibit 99.1. The disclosure is provided under Regulation FD and is not deemed filed under the Exchange Act.

Sensei Biotherapeutics (SNSE) furnished an update via Form 8-K. The company shared a press release titled “Sensei Biotherapeutics Reports New Clinical Results Highlighting Durable Progression Free Survival Data for Solnerstotug in PD-(L)1 Resistant Tumors at the ESMO Congress 2025,” and noted a webcast to discuss the clinical trial results. The company also updated its corporate presentation.

Both the press release (Exhibit 99.1) and the corporate presentation (Exhibit 99.2) were provided under Item 7.01 and are being furnished, not filed, and are not incorporated by reference under the Exchange Act or Securities Act.

What happened: Sensei Biotherapeutics issued a press release announcing its financial results for the quarter ended June 30, 2025.

Why it matters: The press release is attached to this Form 8-K as Exhibit 99.1, so investors can read the company’s reported results and commentary. The filing explicitly states the exhibit is being furnished, not filed, and therefore is not treated the same as a formally filed disclosure or incorporated by reference.

What to do: Review Exhibit 99.1 for the actual figures and management comments, since this 8-K itself does not include the financial numbers.