{"url_path":"/sec/fth/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits, Financial Statement Schedules.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1829802/0001193125-26-252637-index.html","accession_number":"0001193125-26-252637","cik":"0001829802","ticker":"FTH","issuer_name":"Faeth Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1829802/0001193125-26-252637-index.html","primary_entity_key":"0001829802","primary_entity_name":"Sensei Biotherapeutics, Inc."},"word_count":1725,"has_tables":true,"body_markdown":"Item 15. Exhibits, Financial Statement Schedules.\n\n \n\n(1)\n\nExhibits\n\n \n\nExhibit\nNumber\n  \n\nDescription\n\n 2.1‡\n  \n[Agreement and Plan of Merger, dated February 17, 2026, by and among Sensei Biotherapeutics, Inc., Sapphire First Merger Sub, Inc., Sapphire Second Merger Sub, LLC, Faeth Holdings Therapeutics, Inc. and Faeth Therapeutics, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39980), filed with the SEC on February 18, 2026)](http://www.sec.gov/Archives/edgar/data/1829802/000119312526056135/d112826dex21.htm)\n\n 3.1\n  \n[Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39980), filed with the SEC on February 11, 2021).](http://www.sec.gov/Archives/edgar/data/1829802/000119312521037280/d95909dex31.htm)\n\n 3.2\n  \n[Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39980), filed with the SEC on December 9, 2022).](http://www.sec.gov/Archives/edgar/data/1829802/000119312522301836/d514100dex31.htm)\n\n 3.3\n  \n[Certificate of Designations of the Series A Junior Participating Cumulative Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39980), filed with the SEC on March 7, 2023).](http://www.sec.gov/Archives/edgar/data/1829802/000119312523063093/d470819dex31.htm)\n\n 3.4\n  \n[Certificate of Elimination of the Series A Junior Participating Cumulative Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-39980), filed with the SEC on March 28, 2025).](http://www.sec.gov/Archives/edgar/data/1829802/000095017025046338/snse-ex3_4.htm)\n\n 3.5\n  \n[Certificate of Designation of Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39980), filed with the SEC on February 18, 2026)](http://www.sec.gov/Archives/edgar/data/1829802/000119312526056135/d112826dex31.htm)\n\n 4.1\n  \n[Description of Securities (previously filed as Exhibit 4.1 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex4_1.htm)\n\n 4.2‡\n  \n[Warrant to Purchase Stock, dated as of September 7, 2021, by and between Faeth Therapeutics, Inc. and Western Alliance Bank (previously filed as Exhibit 4.2 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex4_2.htm)\n\n10.1#\n  \n[Form of Indemnification Agreement entered into by and between Sensei Biotherapeutics, Inc. and each director and executive officer (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252138)).](http://www.sec.gov/Archives/edgar/data/0001829802/000119312521010054/d43789dex104.htm)\n\n10.2\n  \n[Sensei Biotherapeutics, Inc. 2018 Equity Incentive Plan, as amended, and forms of agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252138)).](http://www.sec.gov/Archives/edgar/data/0001829802/000119312521010054/d43789dex101.htm)\n\n10.3\n  \n[Sensei Biotherapeutics, Inc. 2021 Equity Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252138)).](http://www.sec.gov/Archives/edgar/data/0001829802/000119312521023615/d43789dex102.htm)\n\n10.4\n  \n[Sensei Biotherapeutics, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252138)).](http://www.sec.gov/Archives/edgar/data/0001829802/000119312521023615/d43789dex1010.htm)\n\n10.5\n  \n[Form of Stock Option Grant Notice and Stock Option Agreement for Inducement Grants Outside of the Sensei Biotherapeutics, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-39980), filed with the SEC on February 18, 2026)](http://www.sec.gov/Archives/edgar/data/1829802/000119312526056135/d112826dex104.htm).\n\n10.6#\n  \n[Faeth Therapeutics, Inc. 2019 Stock Incentive Plan and forms of agreements thereunder (previously filed as Exhibit 10.6 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_6.htm)\n\n \n\n43\n\n##### Table of Contents\n\nExhibit\nNumber\n  \n\nDescription\n\n10.7#\n  \n[Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K (File No. 001-39980) filed with the SEC on March 15, 2022).](http://www.sec.gov/Archives/edgar/data/1829802/000095017022003646/snse-ex10_12.htm)\n\n10.8\n  \n[Lease Agreement, by and between Sensei Biotherapeutics, Inc. and Are-Maryland No. 8 Corp., dated as of October 22, 2020 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252138)).](http://www.sec.gov/Archives/edgar/data/0001829802/000119312521010054/d43789dex109.htm)\n\n10.9\n  \n[Lease Agreement, by and between Sensei Biotherapeutics, Inc. and RREF II 451D, LLC, dated as of January 13, 2021 (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (File No. 001-39980) filed with the SEC on March 15, 2022).](http://www.sec.gov/Archives/edgar/data/1829802/000095017022003646/snse-ex10_14.htm)\n\n10.10#\n  \n[Employment Agreement, dated July 31, 2024, by and between the Registrant and Christopher Gerry (previously filed as Exhibit 10.10 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_10.htm)\n\n10.11#\n  \n[Employment Agreement dated July 12, 2024, by and between the Registrant and Josiah Craver (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39980) filed with the SEC on November 11, 2024).](http://www.sec.gov/Archives/edgar/data/1829802/000095017024126748/snse-ex10_1.htm)\n\n10.12#\n  \n[Employment Letter between the Company and Anand Parikh, effective February 17, 2026 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-39980), filed with the SEC on February 18, 2026)](http://www.sec.gov/Archives/edgar/data/1829802/000119312526056135/d112826dex103.htm)\n\n10.13#\n  \n[Form of Consulting Agreement, dated November 14, 2025, entered into with John Celebi, Edward van der Horst and Stephanie Krebs. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39980) filed with the SEC on November 14, 2025).](http://www.sec.gov/Archives/edgar/data/1829802/000119312525281590/snse-ex10_1.htm)\n\n10.14\n  \n[Amended Retention Agreement, dated as of February 17, 2025, entered into with Christopher Gerry (previously filed as Exhibit 10.14 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_14.htm)\n\n10.15\n  \n[Amended Retention Agreement, dated as of February 17, 2025, entered into with Josiah Craver (previously filed as Exhibit 10.15 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_15.htm)\n\n10.16\n  \n[Open Market Sales AgreementSM, dated March 15, 2022, by and between the Registrant and Jefferies LLC (incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-263567), filed with the SEC on March 15, 2022).](http://www.sec.gov/Archives/edgar/data/1829802/000119312522076072/d296045dex12.htm)\n\n10.17‡\n  \n[Form of Securities Purchase Agreement, dated as of February 17, 2026, by and among Sensei Biotherapeutics, Inc. and each investor listed on Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39980), filed with the SEC on February 18, 2026)](http://www.sec.gov/Archives/edgar/data/1829802/000119312526056135/d112826dex101.htm)\n\n10.18\n  \n[Form of Registration Rights Agreement, by and among Sensei Biotherapeutics, Inc. and certain investors signatory thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-39980), filed with the SEC on February 18, 2026)](http://www.sec.gov/Archives/edgar/data/1829802/000119312526056135/d112826dex102.htm)\n\n10.19†\n  \n[Exclusive License Agreement, dated as of August 10, 2007, between Faeth Therapeutics, Inc. (as successor in interest to Calithera Biosciences, Inc., Millennium Pharmaceuticals, Inc. and Intellikine, Inc.) and The Regents of the University of California and acting through its Office of Technology Management, University of California San Francisco, as amended by Amendment No. 1 dated as of March 13, 2009, Amendment No. 2 dated as of July 8, 2009, Amendment No. 3 dated as of November 30, 2010, Amendment No. 4 dated September 8, 2014, Amendment No. 5 dated August 4, 2021, and Amendment No. 6 dated as of February 1, 2022 (previously filed as Exhibit 10.19 to the Form 10-K). ](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_19.htm)\n\n10.20†\n  \n[License Agreement, dated as of March 18, 2019, between Faeth Therapeutics, Inc. (as successor in interest to Petra Pharma Corporation and Ravenna Pharmaceuticals, Inc.) and Takeda Pharmaceutical Company Limited (previously filed as Exhibit 10.20 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_20.htm)\n\n \n\n44\n\n##### Table of Contents\n\nExhibit\nNumber\n  \n\nDescription\n\n10.21†\n  \n[Amended and Restated TAK-228 Asset Purchase Agreement, dated as of May 15, 2023, between Faeth Therapeutics, Inc. (as successor in interest to Calithera Biosciences, Inc.) and Millennium Pharmaceuticals, Inc. (previously filed as Exhibit 10.21 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_21.htm)\n\n10.22†\n  \n[Letter Agreement, dated as of May 15, 2023, between Millennium Pharmaceuticals, Inc. and Faeth Therapeutics, Inc. (previously filed as Exhibit 10.22 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_22.htm)\n\n10.23†\n  \n[Letter Agreement dated as of January 29, 2026, between Millennium Pharmaceuticals, Inc., Takeda Pharmaceutical Company Limited and Faeth Therapeutics, Inc. (previously filed as Exhibit 10.23 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_23.htm)\n\n10.24\n  \n[Retention Agreement, dated as of December 22, 2025, entered into with Christopher Gerry (previously filed as Exhibit 10.24 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_24.htm)\n\n10.25\n  \n[Retention Agreement, dated as of December 22, 2025, entered into with Josiah Craver (previously filed as Exhibit 10.25 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex10_25.htm)\n\n19.1\n  \n[Insider Trading Policy(incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-39980), filed with the SEC on March 28, 2025).](http://www.sec.gov/Archives/edgar/data/1829802/000095017025046338/snse-ex19_1.htm)\n\n21.1\n  \n[Subsidiaries of the Registrant (previously filed as Exhibit 21.1 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex21_1.htm)\n\n23.1\n  \n[Consent of Deloitte & Touche LLP, independent registered public accounting firm (previously filed as Exhibit 23.1 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex23_1.htm)\n\n24.1\n  \n[Power of Attorney (previously filed within the signature page of the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-20251231.htm#item_15_exhibits_financial_statement_sch)\n\n31.1\n  \n[Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (previously filed as Exhibit 31.1 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex31_1.htm)\n\n31.2\n  \n[Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (previously filed as Exhibit 31.2 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex31_2.htm)\n\n31.3*\n  \n[Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](d130328dex313.htm)\n\n31.4*\n  \n[Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](d130328dex314.htm)\n\n32.1**\n  \n[Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed as Exhibit 32.1 to the Form 10-K).](http://www.sec.gov/Archives/edgar/data/1829802/000119312526132014/snse-ex32_1.htm)\n\n97.1\n  \n[Incentive Compensation Recoupment Policy, adopted on October 2, 2023 (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K (File No. 001-39980) filed with the SEC on February 29, 2024). ](http://www.sec.gov/Archives/edgar/data/1829802/000095017024023148/snse-ex97.htm)\n\n101.INS\n  \nInline XBRL Instance Document\n\n101.SCH\n  \nInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents\n\n104\n  \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n*\n\nFiled herewith.\n\n**\n\nThis certification is being furnished solely to accompany this Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is\n\n \n\n45\n\n##### Table of Contents\n\n \n\nnot to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.\n\n#\n\nIndicates management contract or compensatory plan.\n\n†\n\nPursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit (indicated by asterisks) have been omitted as the registrant has determined that the omitted information is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential.\n\n‡\n\nCertain schedules, annexes and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to provide, on a supplemental basis, a copy of any omitted schedules, annexes and attachments to the SEC or its staff upon request."}