SNSE Sensei Biotherapeutics, Inc.
Price Chart
Executive Summary
Sensei Biotherapeutics filed Amendment No. 2 to its S-3 shelf registration to register 24,868,028 common shares for resale by selling stockholders, primarily Faeth acquisition consideration and PIPE investors. The filing is a procedural step enabling conversion of Series B Preferred Stock to common stock and subsequent resale, following stockholder approval of the conversion and authorized share increase on June 10, 2026. No new capital is being raised by the company — this unlocks liquidity for existing holders including blue-chip healthcare funds.
Actionable Insight
Monitor the actual pace and volume of selling by the large institutional holders, particularly Suvretta, Khosla Ventures, S2G, and Baker Bros. The 180-day lock-up may constrain initial selling for certain holders. The conversion and name change (to FTH) on June 15-16 could drive initial liquidity. Watch for any secondary prospectus supplement specifying underwritten offerings versus 'at the market' selling — a large block trade by one of the top holders (e.g., Baker Bros. with 1.4M shares or Khosla with 2.6M) could create meaningful overhang.
Key Facts
- Registration covers up to 24,868,028 common shares for resale by selling stockholders
- This includes 10,425,531 Merger Conversion Shares, 14,440,395 Private Placement Conversion Shares, and 2,102 Warrant Conversion Shares
- Series B Preferred Stock automatic conversion to common occurs on June 15, 2026 at 1,000 common per preferred share
- Company will not receive any proceeds from the resale; received ~$200M from the concurrent PIPE in February 2026
- Stockholders approved conversion proposal and authorized share increase from 12.5M to 300M on June 10, 2026
- Name change to Faeth Therapeutics, Inc. expected June 15, 2026; ticker change to FTH expected June 16, 2026
- Selling stockholders include Suvretta Capital, Baker Bros., Avoro, Cormorant, RA Capital, Octagon, Marshall Wace, Khosla Ventures, and others
- Certain large holders subject to 180-day lock-up agreements with exceptions
Financial Impact
Registration for 24.9M shares — Post-conversion outstanding shares will increase from ~1.34M to ~26.2M (pre-resale). The company received ~$200M in gross proceeds from the PIPE in February 2026. No new capital from this registration.
Risk Factors
- Massive potential dilution — pre-conversion shares outstanding of ~1.34M vs. ~26.2M post-conversion, a ~19.5x increase
- Resale registration facilitates selling by 60+ holders including very large institutional positions, creating extended overhang
- Clinical-stage biotech with no approved products; PIKTOR Phase 2 endometrial cancer data not expected until year-end 2026
- Stock price of $11.96 as of June 9, trading at a discount to the PIPE price of ~$13.85 per common-equivalent share
- Ticker/name transition adds execution risk; Nasdaq Listing Application still subject to final review
Market Snapshot
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3/A Filing (Primary) | 0001193125-26-265999 |
| Document: d133316dex41.htm | 0001193125-26-265999 |
| Document: d133316dex51.htm | 0001193125-26-265999 |
| Document: d133316dex231.htm | 0001193125-26-265999 |
| Document: d133316dex232.htm | 0001193125-26-265999 |
| Document: 0001193125-26-265999-index-headers.html | 0001193125-26-265999 |
| Document: 0001193125-26-265999-index.html | 0001193125-26-265999 |
| Document: 0001193125-26-265999.txt | 0001193125-26-265999 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 10, 2026
4d ago
|
S-3/A
| $11.26 awaiting T+1 | awaiting T+1 | — | $13.00 (+15.45%) |
|
Jun 10, 2026
4d ago
|
8-K
| $11.26 awaiting T+1 | awaiting T+1 | — | $13.00 (+15.45%) |
|
Jun 2, 2026
12d ago
|
10-K/A
| $16.10 $15.85 | ▼ −1.55% | ▼ −0.86% | $13.00 (−19.23%) |
|
Jun 2, 2026
12d ago
|
S-3/A
| $16.10 $15.85 | ▲ +1.55% | ▲ +0.86% | $13.00 (+19.23%) |
|
Jun 1, 2026
13d ago
|
Insider Cluster
| $16.10 $15.85 | ▲ +1.55% | ▲ +0.83% | $13.00 (+19.23%) |
|
May 22, 2026
23d ago
|
DEFA14A
| $16.47 $15.84 | ▼ −3.83% | ▼ −3.78% | $13.00 (−21.07%) |
|
May 22, 2026
23d ago
|
8-K
| $16.47 $15.84 | ▼ −3.83% | ▼ −3.78% | $13.00 (−21.07%) |
|
May 21, 2026
24d ago
|
DEFA14A
| $17.79 $16.47 | ▼ −7.42% | ▼ −8.01% | $13.00 (−26.93%) |
|
May 15, 2026
4w ago
|
8-K
| $20.43 $19.91 | ▼ −2.55% | ▼ −2.48% | $13.00 (−36.37%) |
|
Apr 29, 2026
6w ago
|
144
| $28.30 $26.62 | ▲ +5.94% | ▲ +6.96% | $13.00 (+54.06%) |
US Market Status
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