Full Press Release Details
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
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
| 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