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

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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.

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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

89 governance changes filed in the last 30 days. Browse all governance changes →

Sensei Biotherapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-056135

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