Sensei Biotherapeutics, Inc. 8-K

What Happened

• Sensei Biotherapeutics, Inc. (SNSE) filed an 8‑K on Feb. 18, 2026 reporting that, on Feb. 17, 2026, it completed a merger transaction to acquire Faeth Therapeutics (the “Faeth Entities”) via a two-step merger structure. The merger is intended to qualify as a tax‑free reorganization for U.S. federal income tax purposes.
• As consideration, Sensei issued 10,602.3880 shares of Series B Non‑Voting Convertible Preferred Stock (par value $0.0001) to the HoldCo stockholders. Each Series B share is convertible into 1,000 shares of Sensei common stock (i.e., convertible into up to 10,602,388 common shares in the aggregate), subject to conditions. Sensei filed a Certificate of Designation for the Series B on Feb. 17, 2026.
• In connection with the deal, Anand Parikh (former CEO and co‑founder of Faeth) was appointed a Class I director and Chief Operating Officer of Sensei effective immediately after the merger’s first effective time. Sensei also issued sign‑on and inducement stock option awards to certain Faeth employees.

Key Details

• Closing date: February 17, 2026; press release and Faeth investor presentation made public on Feb. 18, 2026.
• Consideration issued: 10,602.3880 shares of Series B Preferred (convertible into 10,602,388 common shares if converted).
• Executive appointment and award: Anand Parikh appointed COO and director; granted an option to buy 1,239,305 common shares (exercise price = fair market value at grant).
• Inducement awards: aggregate options to purchase 2,319,893 common shares granted to incoming Faeth employees (including Parikh’s option); standard vesting: 25% after one year, then monthly over three years. Awards issued as inducements pursuant to Nasdaq Rule 5635(c)(4).
• Retention agreement amendments: Christopher Gerry (President/CEO) and Josiah Craver (SVP Finance) had their retention terms revised to replace a prior retention bonus with a formula equal to 12 months’ base salary plus target 2026 bonus, plus a prorated additional bonus component, payable if employed through the Stockholder Meeting or upon certain termination events (subject to release).

Why It Matters

• For investors, the filing confirms Sensei’s strategic acquisition of Faeth and shows how the company paid for the deal (Series B convertible preferred) and integrated Faeth leadership (Anand Parikh as COO and board member). The convertible preferred could meaningfully increase potential dilution if converted (up to ~10.6 million common shares).
• The stock option inducements and retention amendments indicate Sensei expects to keep key Faeth personnel and align them with the company through equity incentives; these grants were made under Nasdaq’s inducement rule and were not stockholder‑approved.
• Monitor future filings for the detailed Certificate of Designation terms, any financial statements for the acquired business, and the impact on Sensei’s share count and financials when conversion, option exercise, or post‑merger operating results are reported.