Sensei Biotherapeutics Inc.

05/21/2026 | Press release | Distributed by Public on 05/21/2026 15:13

SENSEI BIOTHERAPEUTICS, INC. UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION (Form 8-K)

SENSEI BIOTHERAPEUTICS, INC.

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

On February 17, 2026, Sensei Biotherapeutics, Inc. (the "Company") acquired Faeth Holdings Therapeutics, Inc. ("Faeth HoldCo") and its wholly owned subsidiary Faeth Therapeutics, LLC ("Faeth Subsidiary" and, together with Faeth HoldCo, "Faeth Therapeutics" or "Faeth") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 17, 2026, by and among the Company, its merger subsidiaries, Faeth HoldCo and Faeth Subsidiary (such transaction, the "Acquisition").

Under the terms of the Merger Agreement, the Company issued to the stockholders of Faeth an aggregate of 10,497.0980 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), representing 10,497,098 shares of common stock of the Company, par value $0.0001 per share ("Common Stock"), on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations.

Concurrently with the acquisition of Faeth Therapeutics, on February 17, 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with new and returning investors to raise $200.0 million of gross proceeds in which investors were issued an aggregate of 14,440.395 shares of Series B Preferred Stock, or 14,440,395 on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations, (the "PIPE Securities") at a price of $13,850 per share, or $13.85 per share on an as-converted-to-common basis, (collectively, the "Financing"). The Financing closed on February 20, 2026.

Subject to the receipt of stockholder approval of the Parent Stockholder Matters (as defined in the Merger Agreement), each share of Series B Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain beneficial ownership limitations established by each holder.

The following unaudited pro forma condensed financial information presents the historical consolidated financial position and results of operations of the Company, adjusted to give effect to the conversion of the Series B Preferred Stock into common stock (the "Conversion") that will automatically occur three business days subsequent to the expected affirmative vote for stockholder approval of the Parent Stockholder Matters. The vote for stockholder approval of the Parent Stockholder Matters is scheduled to occur on June 10, 2026. The unaudited pro forma condensed balance sheet gives pro forma effect to the Conversion as if it had been consummated on March 31, 2026. The unaudited pro forma condensed statement of operations for the three months ended March 31, 2026 gives effect to the Conversion as if it had occurred on January 1, 2026.

The unaudited pro forma condensed financial information is based on the assumptions and adjustments described in the accompanying notes. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing unaudited pro forma condensed financial information.

The unaudited pro forma condensed financial information, including the notes thereto, should be read in conjunction with the financial statements of the Company and the Company's management's discussion and analysis of financial condition and results of operations included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission ("SEC") on May 15, 2026.

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

AS OF MARCH 31, 2026

(in thousands)

Transaction Accounting Adjustments
March 31,
2026 		Conversion Note
References 		Pro Forma As
Adjusted

Assets

Current assets:

Cash and cash equivalents

$ 152,325 $ -  $ 152,325

Marketable securities

50,468 50,468

Prepaid expenses

974 974

Other current assets

465 465

Total current assets

204,232 -  204,232

Right-of-use assets - operating leases, net

913 913

Right-of-use assets - financing leases, net

-  - 

Property and equipment, net

69 69

Other non-current assets

167 167

Total assets

$ 205,381 $ -  $ 205,381

Liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity

Current liabilities:

Accounts payable and accrued expenses

$ 8,982 $ -  $ 8,982

Compensation and employee benefits liabilities

4,169 4,169

Operating lease liabilities, current

1,021 1,021

Financing lease liabilities, current

18 18

Total current liabilities

14,190 -  14,190

Operating lease liabilities, non-current

-  - 

Other non-current liabilities

1 -  1

Total liabilities

14,191 -  14,191

Commitments and contingencies

Series B redeemable convertible preferred stock

328,476 (321,856 ) A 6,620

Stockholders' (deficit) equity:

Common stock

-  2 A 2

Additional paid-in capital

316,111 321,854 A 637,965

Accumulated deficit

(453,373 ) (453,373 )

Accumulated other comprehensive (loss) income

(24 ) (24 )

Total stockholders' (deficit) equity

(137,286 ) 321,856 184,570

Total liabilities, redeemable convertible preferred stock, and stockholders' (deficit) equity

$ 205,381 $ -  $ 205,381

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(in thousands, except share and per share amounts)

For the Three Months Ended March 31, 2026
Transaction
Accounting
Adjustments
Actual Conversion Note
References 		Pro Forma As
Adjusted

Operating expenses:

Research and development

$ 17,957 $ -  $ 17,957

General and administrative

19,713 19,713

Acquired in-process research and development

132,957 132,957

Total operating expenses

170,627 170,627

Loss from operations

(170,627) (170,627)

Other income (expense), net:

Interest income, net

392 392

Other (expense) income, net

(1) (1)

Net loss

$ (170,236) $ -  $ (170,236)

Net loss per common share, basic and diluted

$ (131.45) $ (6.62)

Weighted-average shares outstanding, basic and diluted

1,295,052 24,434,920 A 25,729,972

Comprehensive loss:

Net loss

$ (170,236) $ -  $ (170,236)

Other comprehensive items:

Unrealized (loss) gain on marketable securities

(25) (25)

Total other comprehensive (loss) income

(25 ) (25 )

Total comprehensive loss

$ (170,261) $ - $ (170,261)

SENSEI BIOTHERAPEUTICS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

Note 1. Transaction accounting adjustments for the Conversion

A.

Reflects the expected conversion of 24,434.92 shares of Series B Preferred Stock into 24,434,920 shares of common stock that will automatically occur three business days subsequent to the expected affirmative vote for the Conversion. The aforementioned vote is scheduled to occur on June 10, 2026. The transaction accounting adjustments reflecting the Conversion do not reflect the conversion of shares of Series B Preferred Stock that are not expected to convert due to certain beneficial ownership limitations established by each holder based solely on the shares of Series B Preferred Stock beneficially owned by the holders thereof. The number of shares of Series B Preferred Stock that ultimately convert into shares of common stock may be more or less than our expectations.

Sensei Biotherapeutics Inc. published this content on May 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 21, 2026 at 21:13 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]