Sensei Biotherapeutics (SNSE) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, to be held virtually; record date is April 13, 2026.

• Acquisition of Faeth Therapeutics completed in February 2026, with significant changes to capital structure and management planned pending shareholder approval.

• PIPE financing raised $200 million, resulting in new Series B Preferred Stock convertible into common stock, subject to shareholder approval.

• Post-acquisition, legacy shareholders will own 4.9%, Faeth shareholders 40.6%, and PIPE investors 54.5% of common stock on a fully diluted basis.

• Board recommends voting in favor of all proposals, including director elections, auditor ratification, share issuance, authorized share increase, equity plans, and adjournment.

Voting matters and shareholder proposals

• Election of two directors (Bob Holmen and Kristian Humer) to serve until 2029, with board reconstitution expected if key proposals pass.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Approval of common stock issuance upon conversion of Series B Preferred Stock, representing over 20% of outstanding shares and triggering a change of control under Nasdaq rules.

• Amendment to increase authorized common shares from 12.5 million to 300 million.

• Approval of 2026 Equity Incentive Plan and 2026 Employee Stock Purchase Plan.

• Authorization to adjourn or postpone the meeting if necessary to solicit votes or await Nasdaq listing approval.

Board of directors and corporate governance

• Board to be reconstituted post-meeting, with several resignations and new appointments contingent on proposal approvals.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) composed entirely of independent directors, except for executive officers.

• Chairman and CEO roles to be combined under Anand Parikh if proposals pass, with rationale for unified leadership during integration.

• Board maintains strong independent oversight and regular executive sessions.