Sensei Biotherapeutics (SNSE) M&A announcement summary

Deal rationale and strategic fit

• Acquisition combines complementary oncology pipelines, leveraging Faeth's expertise in multi-node pathway inhibition and computational biology to advance cancer therapeutics.

• PIKTOR, a multi-node PI3K/AKT/mTOR inhibitor, becomes the lead asset, targeting high unmet needs in endometrial, breast, ovarian, and lung cancers.

• The combined company aims to accelerate clinical milestones and future growth in oncology, with leadership continuity and integration of key Faeth executives.

• PIKTOR is designed to overcome efficacy-tolerability tradeoffs seen with single-node inhibitors.

Financial terms and conditions

• Acquisition structured as a stock-for-stock merger, exchanging all Faeth equity for common and Series B non-voting convertible preferred stock.

• Concurrent $200 million private placement with leading healthcare investors, shares priced at $13,850 per Series B share ($13.85 per common share equivalent), closing expected February 20, 2026.

• Post-transaction, prior equityholders own 4.9%, Faeth holders 40.8%, and private placement investors 54.3% of the combined company.

• Total capitalization (as converted) is 26,304,468 shares, with a market cap of $364.3 million at deal price.

Synergies and expected cost savings

• Combined expertise in functional genomics, computational biology, and cancer metabolism expected to accelerate development of novel therapies and support multiple clinical milestones.

• Proceeds from financing fund key clinical trials, including Phase 2 topline data in endometrial cancer and initiation of Phase 1b in breast cancer by year-end 2026.

• Combined R&D and CMC infrastructure positioned for scale and registration, supporting efficient advancement of the pipeline.