Sensei Biotherapeutics, Inc. 8-K

What Happened Sensei Biotherapeutics, Inc. (SNSE) filed an 8-K on May 21, 2026 announcing its 2026 Annual Meeting of stockholders scheduled for June 10, 2026 at 11:00 a.m. EDT and seeking shareholder approval to issue common stock upon conversion of its Series B Non‑Voting Convertible Preferred Stock. The company also filed unaudited pro forma condensed consolidated financial information for the quarter ended March 31, 2026 showing the illustrative effects of converting the Series B Preferred into common stock.

Key Details

• Annual Meeting date/time: June 10, 2026 at 11:00 a.m. Eastern Daylight Time.
• The proposed conversion would (a) represent more than 20% of common stock outstanding and (b) result in a change of control under Nasdaq Listing Rules 5635(a) and 5635(b).
• The company filed unaudited pro forma condensed consolidated financial information for the quarter ended March 31, 2026 (Exhibit 99.1) and referenced its Form 10‑Q for the quarter ended March 31, 2026 filed May 15, 2026 and its Definitive Proxy Statement filed April 27, 2026.
• The pro forma information is illustrative and unaudited; the company says assumptions are preliminary and the pro forma may not reflect all costs or the company’s actual post‑conversion financial condition.

Why It Matters This filing signals a potentially material change in ownership and voting power: the Series B conversion would exceed 20% of outstanding common shares and is described as a change of control under Nasdaq rules, which requires stockholder approval. For investors, that could mean significant dilution of existing holdings and a shift in who controls the company. The pro forma financials help show the potential accounting impact but are unaudited and preliminary, so they are not a definitive picture of post‑conversion finances. Investors should review the company’s proxy, the Exhibit 99.1 pro forma, and the March 31, 2026 10‑Q for full details before voting or making investment decisions.