Sensei Biotherapeutics, Inc. (SNSE): M&A transaction — Sensei Biotherapeutics closes merger with Faeth and $200M PIPE; existing holders diluted to ~4.9%

Sensei Biotherapeutics, Inc.

Issued ~10,602 Series B Preferred shares (each convertible into 1,000 common) to acquire Faeth; pre-PIPE: Faeth holders ~89.3%, Sensei ~10.7%.
Sold 14,440 Series B Preferred shares in $200M PIPE; post-PIPE: PIPE investors ~54.3%, Faeth ~40.8%, Sensei ~4.9%.
Anand Parikh (ex-Faeth CEO) appointed as COO and director; granted 1,239,305 option inducement award vesting over 4 years.
Certificate of Designation filed; conversion of Series B requires stockholder approval and beneficial ownership limits of 4.99%-19.99%.

item 1.01 item 5.03 item 2.01 item 3.02 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sensei Biotherapeutics, Inc.: Certificate of Designation creating Series B Preferred Stock filed with Delaware Secretary of State (effective 2026-02-17).

Change: charter amendment
Effective: 2026-02-17

Exact text from the filing

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

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Sensei Biotherapeutics, Inc. completed an acquisition involving Faeth Holdings Therapeutics, Inc. and Faeth Therapeutics, LLC (closed 2026-02-17).

Action: acquisition
Counterparty: Faeth Holdings Therapeutics, Inc. and Faeth Therapeutics, LLC
Closing: 2026-02-17

Exact text from the filing

On February 17, 2026, the Company completed its acquisition of the Faeth Entities.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Sensei Biotherapeutics, Inc. entered into Merger Agreement with HoldCo and Faeth valued at Pre-transaction equityholders of Company hold approx. 10.7%; former equityholders of HoldCo and Faet (effective 2026-02-18).

Action: entry
Agreement: merger
Counterparty: HoldCo and Faeth
Value: Pre-transaction equityholders of Company hold approx. 10.7%; former equityholders of HoldCo and Faet
Effective: 2026-02-18

Exact text from the filing

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.

View on SEC.gov

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Sensei Biotherapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-056135

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