--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-265879" form_type: "8-K" ticker: "SNSE" cik: "0001829802" company_name: "Sensei Biotherapeutics, Inc." filed_at: "2026-06-10T20:21:05+00:00" generated_at: "2026-06-10T20:29:52.395428+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Sensei Biotherapeutics stockholders approve 24x increase in authorized shares to 300M ## Summary - Authorized common shares increased from 12.5M to 300M via charter amendment effective June 10. - Approved 2026 Equity Incentive Plan with initial reserve of 2,671,981 shares plus annual 5% escalator through 2036. - Approved 2026 Employee Stock Purchase Plan with initial reserve of 267,198 shares. - Approved issuance of common stock upon conversion of Series B Convertible Preferred, triggering change of control and >20% issuance. - Stockholders elected directors Bob Holmen and Kristian Humer and ratified Deloitte as auditor for FY2026. ## SEC filing metadata - accession: 0001193125-26-265879 - form_type: 8-K - ticker: SNSE - cik: 0001829802 - company_name: Sensei Biotherapeutics, Inc. - filed_at: 2026-06-10T20:21:05+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1829802/000119312526265879/0001193125-26-265879-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1829802/000119312526265879/d142513d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-265879 - JSON: https://secwatch.observer/filing/0001193125-26-265879.json - Plain text: https://secwatch.observer/filing/0001193125-26-265879.txt ## Key facts - Governance Changes Sensei Biotherapeutics, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase authorized shares of common stock from 12,500,000 to 300,000,000 (effective 2026-06-10). - Change: charter amendment - Effective: 2026-06-10 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1829802/000119312526265879/0001193125-26-265879-index.htm - Shareholder Votes Sensei Biotherapeutics, Inc. shareholders approved Election of two nominees to serve as directors until the 2029 annual meeting. - Proposal: director election - Outcome: passed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1829802/000119312526265879/0001193125-26-265879-index.htm - Shareholder Votes Sensei Biotherapeutics, Inc. shareholders approved 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 Nasda. - Outcome: passed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1829802/000119312526265879/0001193125-26-265879-index.htm - Shareholder Votes Sensei Biotherapeutics, Inc. shareholders approved Approval of the 2026 ESPP. - Proposal: equity plan - Outcome: passed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1829802/000119312526265879/0001193125-26-265879-index.htm - Shareholder Votes Sensei Biotherapeutics, Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. - Proposal: auditor ratification - Outcome: passed source text: The votes were cast as follows: Votes For Votes Against Abstained 1,055,703 3,879 17,592 Proposal No. 2 was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1829802/000119312526265879/0001193125-26-265879-index.htm - Shareholder Votes Sensei Biotherapeutics, Inc. shareholders approved 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. - Proposal: charter amendment - Outcome: passed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1829802/000119312526265879/0001193125-26-265879-index.htm - Shareholder Votes Sensei Biotherapeutics, Inc. shareholders approved Approval of the 2026 Plan. - Proposal: equity plan - Outcome: passed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1829802/000119312526265879/0001193125-26-265879-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.