SNSE · Faeth Therapeutics, Inc.

This 8-K/A amendment under Item 9.01 provides critical financial transparency on Sensei Biotherapeutics' transformative acquisition of Faeth Therapeutics, a clinical-stage biotech developing PIKTOR, a PI3K/AKT/mTOR pathway inhibitor for endometrial and breast cancers. The audited financials of Faeth reveal a cash runway bolstered to $20.4M by Dec 31, 2025 via $24.2M Series A-1 issuance, but with ongoing losses ($16.0M net loss) and a going concern warning tied to post-merger Series B cash payment obligations that could deplete liquidity. The pro forma combined balance sheet integrates Sensei's operations with Faeth's, showing pro forma cash of $194M post-$200M PIPE, offset by $129.5M IPR&D expense recognizing the fair value of Faeth's in-process assets under asset acquisition accounting. Ownership dilution is stark: legacy Sensei holders retain just 4.9%, with Faeth sellers at 40.6% and new PIPE investors dominating at 54.5%, signaling a near-complete recapitalization. Investors should note pending stockholder approval for Series B conversion into common stock, Nasdaq compliance for change of control, and charter amendments for additional authorized shares, all critical to unlocking the transaction's full value. The filings confirm no material accounting policy differences at this stage, though final conformity reviews may adjust figures.