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Get filing alertsSensei Biotherapeutics seeks stockholder vote on preferred conversion triggering control change
Filed May 21, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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high
Company will ask stockholders on June 10 to approve converting Series B Preferred Stock into common shares, which will issue over 20% of outstanding stock and trigger a change of control under Nasdaq rules.
Item 8.01 verify on EDGAR → -
medium
Filed pro forma financials for Q1 2026 showing what the balance sheet would look like after the preferred stock conversion, helping investors understand the dilution impact before voting.
Item 9.01 verify on EDGAR → -
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Annual stockholder meeting scheduled for June 10, 2026 at 11:00 a.m. EDT where the conversion vote and other matters will be decided.
Item 8.01 verify on EDGAR →
Summary
Sensei Biotherapeutics is preparing for a significant capital structure change that will shift control of the company. At its June 10 annual meeting, stockholders will vote on converting Series B Preferred Stock into common shares—a move that will dilute existing holders by more than 20% and formally trigger a change of control under Nasdaq listing requirements.
The company has provided pro forma financials to illustrate the post-conversion balance sheet. For retail investors, this is a critical vote with direct dilution consequences. The change of control designation signals that whoever holds the Series B Preferred will become the dominant shareholder after conversion.
Current common stockholders should review the proxy materials carefully to understand who controls the preferred stock and what their ownership stake will look like after the vote. Watch for the proxy filing (typically a DEF 14A) which should detail the conversion terms, identify the preferred holders, and explain management's rationale for the transaction.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Company filing pro forma financials for stockholder vote on Series B Preferred conversion that will trigger change of control.
Added in current filing · verify on EDGAR →
At the Annual Meeting, stockholders will be asked to approve, among other things, the issuance of shares of common stock, par value $0.0001 per share (“common stock”), of the Company upon conversion of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per shares (“Series B Preferred Stock”), which will (a) represent more than 20% of the shares of common stock outstanding and (b) result in the change of control of the Company pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively.
The company is seeking stockholder approval at its June 10, 2026 annual meeting to convert Series B Preferred Stock into common stock. This conversion will issue more than 20% of outstanding common shares and trigger a change of control under Nasdaq rules. The filing provides pro forma financial information showing what the company's balance sheet would look like after the conversion.
Added in current filing · verify on EDGAR →
In connection with the Annual Meeting, the Company is filing unaudited pro forma condensed consolidated financial information of the Company for the quarter ended March 31, 2026, presenting the historical consolidated financial position of the Company for the quarter ended March 31, 2026, adjusted to give effect to the conversion of the shares of Series B Preferred Stock into shares of common stock.
The company has filed unaudited pro forma financials for Q1 2026 that illustrate how the balance sheet would appear after converting the Series B Preferred Stock. These are preliminary estimates to help stockholders understand the financial impact of the proposed conversion before voting.
Event · Item 9.01 — Financial Statements and Exhibits
Sensei Biotherapeutics filed unaudited pro forma condensed financial information for Q1 2026.
Added in current filing · verify on EDGAR →
Unaudited Pro Forma Condensed Financial Information of Sensei Biotherapeutics, Inc. for the quarter ended March 31, 2026.
The company disclosed unaudited pro forma condensed financial information for the quarter ended March 31, 2026. Pro forma financials typically adjust historical results to reflect a significant transaction or event as if it had occurred at an earlier date. Without the actual exhibit content, the specific adjustments and their business context cannot be determined from this filing.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 24, 2026 · How we verify