false 0001829802 0001829802 2024-06-11 2024-06-11 0001829802 us-gaap:CommonStockMember 2024-06-11 2024-06-11 0001829802 us-gaap:SeriesAPreferredStockMember 2024-06-11 2024-06-11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2024

 

 

Sensei Biotherapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-39980   83-1863385
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		  

(IRS Employer

Identification No.)

 

1405 Research Blvd, Suite 125

Rockville, MD

   20850
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (240) 243-8000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

  

Trading
symbol

  

Name of each exchange

on which registered

Common Stock   SNSE   The Nasdaq Stock Market LLC
Series A Preferred Stock Purchase Rights     The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2024, Sensei Biotherapeutics, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”). Of the 25,080,958 shares outstanding as of the record date, 17,108,258 shares, or 68.21%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of three nominees to serve as directors on the Board of Directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

Name

    Votes For    Votes Withheld    Broker Non-Votes

Jessie English

    9,245,391    1,741,495    6,121,372

James Peyer

    9,060,240    1,924,942    6,123,076

Thomas Ricks

    10,231,306    756,108    6,120,844

All nominees were elected.

Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows:

 

Votes For

  

Votes Against

  

Abstained

16,293,567   797,235   17,456

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      Sensei Biotherapeutics, Inc.
Date: June 13, 2024      

/s/ Christopher W. Gerry

      Christopher W. Gerry
      General Counsel and Secretary

 

3

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Jun. 11, 2024
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Document Type 8-K
Document Period End Date Jun. 11, 2024
Entity Registrant Name Sensei Biotherapeutics, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39980
Entity Tax Identification Number 83-1863385
Entity Address, Address Line One 1405 Research Blvd
Entity Address, Address Line Two Suite 125
Entity Address, City or Town Rockville
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20850
City Area Code (240)
Local Phone Number 243-8000
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Security 12b Title Common Stock
Trading Symbol SNSE
Security Exchange Name NASDAQ
Series A Preferred Stock [Member]  
Document And Entity Information [Line Items]  
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Security Exchange Name NASDAQ
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