Good morning, and welcome to the Sensei Biotherapeutics, Faeth Therapeutics Acquisition Webcast and conference call. At this time, all participants are in listen-only mode. Please be advised that this audio presentation is being recorded. Now I'd like to turn the call over to Hannah Deresiewicz, Executive Vice President at Precision AQ. Please proceed.
Thank you, operator, and good morning, everyone. This morning, Sensei Biotherapeutics issued a press release that outlines its acquisition of Faeth Therapeutics, a concurrent financing and changes to the leadership team and board of directors. This release is available at senseibio.com under the Investors and News tab. The recording and the slides presented during this call will also be available on the Investors and News tab of Sensei's website for 30 days.
Before we begin, I'd like to remind everyone that statements made during the conference call and the accompanying presentation will include forward-looking statements, which include, but are not limited to, statements regarding the expected effects, perceived benefits, or opportunities related to the acquisition of Faeth and the concurrent financing, the closing of the concurrent financing, the use of proceeds therefrom, and expectations regarding cash runway, our future expectations, plans, strategy, and prospects for the combined company and the combined company's product candidates, including development plans, ongoing and planned clinical trials, expected data readouts, and the potential benefits and opportunities of such product candidates.
Such statements represent management's judgment and intention as of today and involve assumptions, risks, and uncertainties. Slide two provides an overview of these forward-looking statements and the risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated in these forward-looking statements.
Please refer to Sensei's most recent filings with the SEC, which are available from the SEC at sec.gov or on Sensei's website, for additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated in these forward-looking statements, including in our press release issued this morning and our Form 8-K filed with the SEC, announcing the transaction in our most recent quarterly report on Form 10-Q.
Neither Sensei nor Faeth is under any obligation and expressly disclaims any obligation to update, alter, or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the matters subject to stockholder votes in connection with the transactions, Sensei will file a proxy statement with the SEC. Investors and security holders are urged to read the proxy statement and other relevant materials filed with the SEC carefully and in their entirety when they become available, because they will contain important information about the transactions and the related stockholder vote matters. Investors and security holders may obtain free copies of these documents when available, and other documents filed with the SEC by Sensei through the website maintained by the SEC at www.sec.gov. Free copies of these documents, when available, may also be obtained from Sensei by directing a request to ir@senseibio.com. It is now my pleasure to pass the call to Chris Gerry, President of Sensei.
Thank you. Good morning, everyone. As we communicated back in October, Sensei initiated the process of exploring a range of strategic alternatives to maximize shareholder value. This morning, we were very pleased to announce the conclusion of that process with the closing of Sensei's acquisition of Faeth Therapeutics. We believe the acquisition offers the greatest value creation potential for our stockholders and charts the strongest course for Sensei's future. I want to thank our current and former board members, along with our investors, for their ongoing commitment to Sensei's mission.
Faeth is a privately held clinical-stage company developing multi-node therapies that aim to more completely block cancer growth signals, a novel treatment approach across a range of different solid tumor types. Since its inception in 2019, Faeth has advanced its pipeline meaningfully, with its lead asset, PIKTOR, demonstrating compelling safety and efficacy data in multiple cancer settings.
Alongside the closing of our acquisition of Faeth, we also announced that we entered into a securities purchase agreement providing for a $200 million private placement with support from leading healthcare investors, further emphasizing the significant potential of Faeth's platform and pipeline and strengthening our financial position to execute on this strategy. The private placement included participation from B Group Capital, Balyasny Asset Management, Columbia Threadneedle Investments, Cormorant Asset Management, Fairmount, Logos Capital, RA Capital Management, Vivo Capital, multiple leading life sciences funds, and other institutional investors. We expect that total cash, after giving effect to the private placement alongside current cash held by Sensei, will extend our cash runway through multiple clinical milestones.
With that, it is my pleasure to introduce Anand Parikh, who has joined Sensei as our newly appointed COO and as a member of the board of directors of Sensei Biotherapeutics from his previous role as CEO and co-founder of Faeth. We are excited to have him on board to help lead Sensei into this next chapter. Anand?
Thank you, Chris. I'm thrilled to be here to share this exciting update with everyone today. At Faeth, we have been focused on building a differentiated biotech company with a unique approach to cancer treatment, targeting complex multi-node pathways that drive tumors. Unlike traditional approaches that focus on single genetic mutations, we use a multidisciplinary, systematic understanding of metabolism, combining expertise in functional genomics, computational biology, and cancer metabolism to develop therapies designed to be more effective and less toxic than currently available treatments. Our lead programs are informed by advanced computational and machine learning techniques, aiming to address large unmet needs in cancer care. We are proud to have been founded by world leaders in cancer biology, including Dr. Lewis Cantley, discoverer of the PI3 kinase pathway.
Our lead clinical program, PIKTOR, is an investigational oral combination therapy that delivers multi-node inhibition of the PI3K/AKT/mTOR pathway by selectively targeting PI3K alpha, mTORC1, and mTORC2. This novel approach consists of serabelisib, an alpha-specific PI3K inhibitor, and sapanisertib, an mTORC1/2 inhibitor. PIKTOR is designed to achieve more complete pathway suppression with the potential for improved tolerability, all offered as a potential potent and selective oral treatment option. For context, the PI3K/AKT/mTOR pathway is one of the most frequently altered oncogenic drivers across solid tumors. Yet many single-node approaches have struggled, whether due to incomplete pathway shutdown, escape mechanisms, or dose-limiting toxicities. PIKTOR's coordinated all-oral multi-node strategy aims specifically to address these limitations. To date, PIKTOR has shown promising efficacy and a well-tolerated safety profile, with objective responses, including complete responses, in heavily pre-treated patients.
In a phase I-B trial, PIKTOR, combined with paclitaxel, achieved a 47% overall response rate in heavily pre-treated patients with endometrial, ovarian, and breast cancers, including complete responses and durable disease control. The median progression-free survival was 11 months in endometrial cancer patients, and the overall response rate was 80% in that cohort specifically. We observed a well-tolerated safety profile with mostly low-grade side effects. Notably, data showed low rates of stomatitis, despite no prophylaxis and low rates of hyperglycemia, which compare favorably to other PI3K/AKT/mTOR pathway compounds. Most recently, we announced at ESMO positive results from our phase II DICE trial of sapanisertib, half of the PIKTOR regimen, plus paclitaxel in women with platinum-resistant ovarian cancer. This trial met its primary endpoint and showed a 34% reduction in risk of disease progression.
We believe these data may serve as proof of concept in a difficult-to-treat population, further supporting our unique approach. We are initially focused on endometrial cancer, breast cancer, ovarian cancer, and lung cancer. These cancers often have mutations or alterations in the PI3K/AKT/mTOR pathway, making them ideal candidates for PIKTOR. PIKTOR is currently in phase II trials for endometrial cancer, with additional studies planned in breast cancer. Looking ahead, we expect to share top-line data from our ongoing phase II trial of PIKTOR plus paclitaxel in advanced endometrial cancer at the end of 2026.
Endometrial cancer represents a significant unmet need and has a high prevalence of pathway alterations, which we believe makes it a logical potential first approval opportunity, pending supportive data. In parallel, we are preparing to initiate a phase I-B trial in HR-positive, HER2 negative advanced breast cancer.
This is a large market where targeting this pathway is already well established, and we believe an all-oral multi-node approach could offer meaningful differentiation, particularly as standards of care continue to evolve toward combination strategies and oral regimens are preferred. Beyond these near-term priorities, we see additional expansion opportunities in various tumor types, including genetically defined subsets and non-small cell lung and ovarian cancers, settings where unmet need remains significant, and we believe the mechanistic rationale is strong. In addition to PIKTOR, we have a preclinical pipeline, including programs from Faeth, a formulated amino acid therapy for rectal cancer, and a pediatric rare disease program targeting inborn errors of metabolism or IEM. The IEM program is developing FTX 249, a new treatment for tyrosinemia type 1 and alkaptonuria, aiming to improve outcomes and reduce neurocognitive side effects seen with current therapies.
Stepping back, we expect to move with urgency in areas where patients remain underserved and where we believe the biology is most compelling. With that, I'll turn the call back to Chris to walk through the structure of the acquisition and the concurrent financing.
Thanks, Anand. This acquisition was structured as a stock-for-stock merger, whereby all of Faeth's outstanding equity interests were exchanged for a combination of shares of Sensei common stock and shares of a newly created Series B non-voting convertible preferred stock. The acquisition closed on February 17, 2026. With the acquisition of Faeth, Sensei entered into a definitive agreement for the sale of Series B non-voting convertible preferred stock and a private placement to a group of accredited investors with participation from B Group Capital, Ballyasnee Asset Management, Columbia Threadneedle Investments, Cormorant Asset Management, Fairmount, Logos Capital, RA Capital Management, Vivo Capital, multiple leading life sciences funds, and other institutional investors. The private placement is expected to result in gross proceeds to Sensei of approximately $200 million before deducting placement, agent, and other offering expenses.
Private placement investors will be issued shares of Series B non-voting convertible preferred stock at a price of approximately $13,850 per share, or approximately $13.85 per share on an as converted to common basis. The private placement is expected to close on February 20, 2026. Subject to approval of Sensei's pre-acquisition stockholders, each share of Series B non-voting convertible preferred stock will automatically convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations set by each holder. No stockholder approval was or will be required for the closing of the transaction under applicable law or NASDAQ listing standards. However, stockholder approval for, among other things, the conversion of the Series B non-voting convertible preferred stock into common stock, will be sought during a meeting of stockholders expected to be held later this year.
As a result of the transactions, equity holders of Sensei immediately prior to the acquisition will own approximately 4.9% of Sensei's common stock. Equity holders of Faeth immediately prior to the acquisition will own approximately 40.8% of Sensei's common stock, and investors in the private placement financing will own approximately 54.3% of Sensei's common stock. In each case, calculated on a fully diluted as converted to common basis, without giving effect to any beneficial ownership limitations, in each case, using the treasury stock method and based on the implied equity values of Sensei and Faeth. Sensei expects to use the proceeds from the private placement primarily to advance PIKTOR for key clinical readouts, including a phase II endometrial cancer trial and a phase I-B breast cancer trial. We note that this description of the transactions is not complete.
We refer our investors and security holders to our filings with the SEC, which incorporate, by reference, the material agreements in connection with the acquisition and the private placement. I will now turn the presentation back over to Anand to provide closing remarks.
Thank you, Chris, and thanks to everyone for joining us today. We're excited about the path forward for Sensei and the opportunity to change the treatment paradigm for many cancer patients. We look forward to providing updates in the coming weeks and months. Have a nice day.
This concludes the Sensei Biotherapeutics-Faeth Therapeutics acquisition call today. A recording of today's call will be available for playback, and more details can be found on the Sensei website, senseibio.com, later today. Thank you for joining.