Sensei Biotherapeutics (NASDAQ:SNSE) outlined the completion of its acquisition of privately held Faeth Therapeutics during a webcast and conference call, alongside details of a concurrent $200 million private placement financing and leadership and board changes connected to the transaction.
Acquisition follows strategic alternatives process
Sensei President Chris Gerry said the company began exploring strategic alternatives in October to “maximize shareholder value,” and announced that process concluded with the acquisition of Faeth. Gerry described Faeth as a clinical-stage company developing “multi-node therapies” intended to more completely block cancer growth signals across a range of solid tumor types.
New leadership addition from Faeth
As part of the transaction, Anand Parikh—previously Faeth’s CEO and co-founder—joined Sensei as chief operating officer and as a member of the board of directors, according to management.
Parikh said Faeth’s approach differs from traditional oncology strategies that focus on single genetic mutations. He described Faeth’s platform as targeting “complex multi-node pathways” using a multidisciplinary view of metabolism that incorporates functional genomics, computational biology, and cancer metabolism, supported by computational and machine learning techniques.
Parikh also noted Faeth was founded by leaders in cancer biology, including Dr. Lewis Cantley, whom he identified as the discoverer of the PI3 kinase pathway.
PIKTOR program: multi-node PI3K/AKT/mTOR inhibition
Parikh described PIKTOR as an investigational oral combination therapy designed to inhibit multiple nodes of the PI3K/AKT/mTOR pathway through selective targeting of PI3K alpha, mTORC1, and mTORC2. The regimen consists of serabelisib, an alpha-specific PI3K inhibitor, and sapanisertib, an mTORC1/2 inhibitor.
He said the pathway is among the most frequently altered oncogenic drivers across solid tumors, while many “single-node approaches” have struggled due to incomplete pathway suppression, escape mechanisms, or dose-limiting toxicities. PIKTOR’s “coordinated all-oral multi-node strategy,” he said, is intended to address those limitations.
Management highlighted several clinical results discussed during the call:
- Phase Ib (PIKTOR plus paclitaxel): Parikh said the regimen achieved a 47% overall response rate in heavily pre-treated patients with endometrial, ovarian, and breast cancers. He added that the endometrial cancer cohort had an 80% overall response rate and a median progression-free survival of 11 months, and that objective responses included complete responses and durable disease control.
- Safety observations: Parikh described the safety profile as “well-tolerated,” with mostly low-grade side effects. He also pointed to low rates of stomatitis despite no prophylaxis and low rates of hyperglycemia, which he said compared favorably to other compounds targeting the pathway.
- Phase II DICE trial (sapanisertib plus paclitaxel in platinum-resistant ovarian cancer): Parikh said Faeth presented “positive results” at ESMO, and that the trial met its primary endpoint and showed a 34% reduction in risk of disease progression. He characterized the results as a potential proof of concept in a difficult-to-treat population.
Parikh said the company’s initial focus includes endometrial cancer, breast cancer, ovarian cancer, and lung cancer, citing the prevalence of PI3K/AKT/mTOR alterations in those settings. He said PIKTOR is currently in phase II trials in endometrial cancer, with additional studies planned in breast cancer.
Looking ahead, Parikh said the company expects to share top-line data from the ongoing phase II trial of PIKTOR plus paclitaxel in advanced endometrial cancer at the end of 2026. He described endometrial cancer as a significant unmet-need area and suggested it could represent a potential first approval opportunity, contingent on supportive data.
He also said the company is preparing to initiate a phase Ib trial in HR-positive, HER2-negative advanced breast cancer, describing it as a large market where the pathway is already well established and where an all-oral multi-node approach could provide differentiation.
Additional pipeline programs cited
Beyond PIKTOR, Parikh said the combined company has a preclinical pipeline that includes a formulated amino acid therapy for rectal cancer and a pediatric rare disease program targeting inborn errors of metabolism. He said the inborn errors of metabolism program is developing FTX 249 for tyrosinemia type 1 and alkaptonuria, with the goal of improving outcomes and reducing neurocognitive side effects seen with current therapies.
Transaction structure and $200 million private placement
Gerry said the acquisition was structured as a stock-for-stock merger in which Faeth equity interests were exchanged for a combination of Sensei common stock and newly created Series B non-voting convertible preferred stock. The acquisition closed on February 17, 2026.
In connection with the acquisition, Sensei entered into a securities purchase agreement providing for a private placement of Series B non-voting convertible preferred stock expected to generate approximately $200 million in gross proceeds before expenses. Gerry said the financing is expected to close on February 20, 2026, and identified participating investors including B Group Capital, Balyasny Asset Management, Columbia Threadneedle Investments, Cormorant Asset Management, Fairmount, Logos Capital, RA Capital Management, and Vivo Capital, among other institutional investors.
Management said private placement investors will purchase the Series B preferred at about $13,850 per share, or approximately $13.85 per share on an as-converted-to-common basis. Subject to approval of Sensei’s pre-acquisition stockholders, each preferred share will automatically convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations set by each holder.
Gerry said no stockholder approval was required for closing under applicable law or NASDAQ listing standards, but that stockholder approval will be sought later in the year for matters including conversion of the Series B preferred into common stock.
On an as-converted, fully diluted basis (and without giving effect to beneficial ownership limitations), Gerry said ownership following the transactions is expected to be approximately 4.9% for Sensei equity holders immediately prior to the acquisition, 40.8% for Faeth equity holders, and 54.3% for the private placement investors.
Sensei said it expects to use proceeds primarily to advance PIKTOR toward key clinical readouts, including the phase II endometrial cancer trial and the planned phase Ib breast cancer trial. Management also said total cash following the private placement, together with Sensei’s existing cash, is expected to extend the company’s cash runway through multiple clinical milestones.
About Sensei Biotherapeutics (NASDAQ:SNSE)
Sensei Biotherapeutics, Inc is a clinical-stage biotechnology company focused on the discovery and development of immunotherapies that harness both the innate and adaptive arms of the immune system to treat cancer and autoimmune diseases. Utilizing proprietary antibody engineering and biologics platforms, Sensei aims to develop next-generation checkpoint modulators and immune agonists designed to overcome the limitations of current therapies.
The company’s lead programs include SIS-100, a first-in-class antagonist targeting Siglec-15 being evaluated in solid tumors to relieve immune suppression in the tumor microenvironment, and SIS-101, an antibody directed against CD39 intended to restore T-cell function by modulating adenosine signaling pathways.
