Sensei Biotherapeutics Inc 2026年季度报告

Sensei Biotherapeutics, Inc.(Exact name of Registrant as specified in its Charter) Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒As of May 8, 2026, the registrant had 1,341,941 shares of common stock, $0.0001 par value per share, outstanding. Table of Contents PART IFINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20251Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months endedMarch 31, 2026 and 20252Condensed Consolidated Statements of Redeemable Convertible Preferred Stock, Common Stock andStockholders’(Deficit)Equity for the three months ended March 31, 2026 and 20253Condensed Consolidated Statements of Cash Flowsfor the three months ended March 31, 2026 and 20254Notes to Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 3.Quantitative and Qualitative Disclosures About Market Risk30Item 4.Controls and Procedures30 PART IIOTHER INFORMATIONItem 1.Legal Proceedings31Item 1A.Risk Factors31Item 2.Unregistered Sales of Equity Securities and Use of Proceeds78Item 3.Defaults Upon Senior Securities79Item 4.Mine Safety Disclosures79Item 5.Other Information79Item 6.Exhibits79Signatures81 SENSEI BIOTHERAPEUTICS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(Unaudited)(In thousands, except share and per share data) SENSEI BIOTHERAPEUTICS, INC.CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK,COMMON STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY(Unaudited)(In thousands, except share data) For the three months ended March 31, 2026 and 2025 SENSEI BIOTHERAPEUTICS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(In thousands) SENSEI BIOTHERAPEUTICS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) 1. ORGANIZATION AND OPERATIONS Business Sensei Biotherapeutics, Inc. (the “Company” or “Sensei”), a clinical-stage biotechnology company, was incorporated in 1999as a Maryland corporation until being incorporated in Delaware on December 1, 2017. The Company is focused on improvingoutcomes for cancer patients through multi-node inhibition of critical oncogenic pathways. On February 17, 2026, Sensei acquiredFaeth Holdings Therapeutics, Inc. (“Faeth HoldCo”) and its wholly owned subsidiary Faeth Therapeutics, LLC (“Faeth Subsidiary”and, together with Faeth HoldCo, “Faeth Therapeutics” or “Faeth”) pursuant to an Agreement and Plan of Merger (the “MergerAgreement”), dated as of February 17, 2026, by and among the Company, its merger subsidiaries, Faeth HoldCo and FaethSubsidiary (such transaction, the “Acquisition”). Liquidity and capital resources Since its inception, the Company has devoted substantially all of its resources to advancing development of its portfolio ofprograms, establishing and protecting its intellectual property, conducting research and development activities, organizing andstaffing the Company, business planning, raising capital and providing general and administrative support for these operations. TheCompany is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but notlimited to, technical risks associated with the successful research, development and manufacturing of product candidates,development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology,compliance with government regulations and the abi