Form 8-K
8-K — Sensei Biotherapeutics, Inc.
Accession: 0001193125-26-130419
Filed: 2026-03-30
Period: 2026-03-30
CIK: 0001829802
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — d118677d8k.htm (Primary)
EX-99.1 (d118677dex991.htm)
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8-K
8-K (Primary)
Filename: d118677d8k.htm · Sequence: 1
8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2026
Sensei Biotherapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-39980
83-1863385
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1405 Research Blvd, Suite 125
Rockville, MD
20850
(Address of Principal Executive Offices)
(Zip Code)
451 D Street, Suite 710
Boston, MA
02210
(Former Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (240) 243-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading
symbol
Name of each exchange
on which registered
Common Stock
SNSE
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02
Results of Operations and Financial Condition.
On March 30, 2026, Sensei Biotherapeutics, Inc. issued a press release announcing its financial results for the full year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 and the exhibit attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, whether filed before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Exhibit Description
99.1
Press Release of Sensei Biotherapeutics, Inc., dated March 30, 2026
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Sensei Biotherapeutics, Inc.
Date: March 30, 2026
/s/ Christopher W. Gerry
Christopher W. Gerry
President and General Counsel
3
EX-99.1
EX-99.1
Filename: d118677dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
Sensei Biotherapeutics Reports Full Year 2025 Financial Results and Provides Corporate Update
Faeth acquisition adds PIKTOR, an all-oral combination product candidate targeting multiple nodes of
the PI3K/AKT/mTOR pathway
$200 million private placement supports key clinical milestones in endometrial and breast cancer
BOSTON, Mass., March 30, 2026 — Sensei Biotherapeutics, Inc. (Nasdaq: SNSE) today reported financial results
for the full year ended December 31, 2025, following its previously announced acquisition of Faeth Therapeutics and concurrent $200 million private placement. The financing, together with the Company’s cash on hand, is expected to
support advancement of PIKTOR through key clinical milestones, including topline data readouts from both the ongoing Phase 2 trial in advanced endometrial cancer (Study
FTH-PIK-201) and the planned Phase 1b trial in HR+/HER2- advanced breast cancer (Study
FTH-PIK-101).
Acquired through the Faeth transaction, PIKTOR is now
Sensei’s lead program. The investigational, proprietary, all-oral combination of serabelisib and sapanisertib is designed to inhibit multiple nodes of the PI3K/AKT/mTOR pathway through PI3K-alpha and
dual mTORC1/2 targeting.
“2025 was a year of focus and discipline for Sensei, and with the addition of Faeth and injection of new capital, we are
entering 2026 with a clear path forward,” said Christopher Gerry, President & General Counsel of Sensei Biotherapeutics. “We are now focused on advancing PIKTOR through key clinical milestones, including topline data from the
ongoing Phase 2 trial in advanced endometrial cancer and initiation of the planned Phase 1b trial in HR+/HER2- advanced breast cancer, both expected by year-end 2026.”
“The data to date suggest PIKTOR may achieve more comprehensive pathway suppression than single-node approaches, with an emerging tolerability profile
that compares favorably to existing therapies, highlighting its potential to address significant unmet need in multiple solid tumor indications,” said Anand Parikh, Chief Operating Officer of Sensei Biotherapeutics. “We are focused on
disciplined execution as we advance PIKTOR through clinical trials in endometrial and breast cancer, with additional opportunities in ovarian and lung cancer.”
Full Year 2025 Financial Results
Cash Position:
Cash, cash equivalents and marketable securities were $21.2 million as of December 31, 2025 as compared to $41.3 million as of December 31, 2024.
Research and Development (R&D) Expenses: R&D expenses were $11.0 million for the year ended December 31, 2025, compared with
$18.6 million for the year ended December 31, 2024. The decrease in R&D expenses was primarily attributable to reduced costs across personnel, facilities, lab supplies, clinical trials, and manufacturing.
General and Administrative (G&A) Expenses: G&A expenses were $11.3 million for the year ended December 31, 2025, compared to
$13.0 million for the year ended December 31, 2024. The decrease in G&A expense was primarily attributable to lower personnel costs, partially offset by higher restructuring costs in 2025 and higher consulting costs.
Net Loss: Net loss was $21.1 million, or $(16.72) per basic and diluted share, for the year
ended December 31, 2025, compared with a net loss of $30.2 million, or $(24.01) per basic and diluted share, for the year ended December 31, 2024.
Weighted-average common shares outstanding, basic and diluted, were 1,260,772 for the year ended December 31, 2025, compared with 1,255,776 for the year
ended December 31, 2024.
Condensed Statements of Operations
(Unaudited, in thousands except share and per share data)
Year Ended 2025
Year Ended 2024
Operating expenses:
Research and development
$
10,960
$
18,627
General and administrative
11,328
13,036
Long-lived asset impairment
—
951
Total operating expenses
22,288
32,614
Loss from operations
(22,288
)
(32,614
)
Total other income
1,203
2,457
Net loss
$
(21,085
)
(30,157
)
Net loss attributable to common stockholders
(21,085
)
(30,157
)
Net loss per share, basic and diluted
$
(16.72
)
$
(24.01
)
Weighted-average common shares outstanding, basic and diluted
1,260,772
1,255,776
Selected Condensed Balance Sheet Data
(Unaudited, in thousands)
December 31, 2025
December 31, 2024
Cash and cash equivalents
$
8,668
$
9,994
Marketable securities
12,516
31,341
Total assets
22,902
45,361
Total liabilities
4,310
6,975
Total stockholders’ equity
18,592
38,386
About Sensei Biotherapeutics
Sensei Biotherapeutics, Inc. (Nasdaq: SNSE) is a clinical-stage biotechnology company focused on improving outcomes for cancer patients through multi-node
inhibition of critical oncogenic pathways. Following the acquisition of Faeth Therapeutics, Sensei’s lead program is PIKTOR, an investigational multi-node inhibitor of the PI3K/AKT/mTOR pathway in development for endometrial and breast cancer.
Sensei is also completing a Phase 1/2 trial of solnerstotug, its V-domain Ig suppressor of T cell activation (VISTA) inhibitor, in patients with advanced solid tumors. Sensei intends to use its website as a
means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. For more information, please visit www.senseibio.com and follow the company on
X @SenseiBio and LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning
of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, concerning Sensei and Faeth, including the acquisition of Faeth by Sensei (the
“Transaction”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to the company’s expectations, hopes, beliefs, intentions or strategies regarding the future
including, without limitation, statements regarding: the Transaction, including the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding or plans for the company’s pipeline,
including its ongoing clinical trials, research and development programs and the expected timing for key milestones; the potential benefits of PIKTOR; and expectations regarding the use of proceeds from the concurrent financing and cash runway
expectations therefrom, including such proceeds funding the company through key clinical milestones. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “aim,” “strategy,”
“target,” “seek,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “predict,” “project,” “should,” “will,” “would” and similar expressions (including
the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and
beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the company or the Transaction will be those that have been anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond the company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to those uncertainties and factors described under the heading “Risk Factors” and “Summary of Risk Factors” in the company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026, as well as discussions of potential risks, uncertainties, and other important factors included in other filings
by the company from time to time, as well as risk factors associated with companies, such as Faeth, that operate in the biotechnology industry. Should one or more of these risks or uncertainties materialize, or should any of the company’s
assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking
statements set forth herein will
be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release,
which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The company does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking
statements. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in the company.
Investor Contact:
Stephanie Ascher, Precision AQ
Stephanie.ascher@precisionaq.com
Media Contact:
Patrick Schmidt, Consort Partners
senseibio@consortpartners.com
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