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): April 1, 2021
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 |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Appointment of Jessie M. English, Ph.D. to Board of Directors
On April 1, 2021, the board of directors (the “Board”) of Sensei Biotherapeutics, Inc. (the “Company”) appointed Jessie M. English, Ph.D. to serve as a director of the Company. Dr. English will serve as a Class III director whose term will expire at the 2024 annual meeting of stockholders.
There is no arrangement or understanding between Dr. English and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Dr. English and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Dr. English requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Dr. English is set forth below:
Jessie M. English, Ph.D., age 57, has served as the Chief Scientific Officer of Bakx Therapeutics, Inc. since November 2020. Prior to Bakx, Dr. English was the Chief Scientific officer at Tilos Therapeutics, Inc. from June 2018 to November 2019. Prior to that, she was the Vice President and Head of Discovery TIP-IO at EMD Serono, Merck KGaA from February 2016 to May 2018. From 2012 to 2016, Dr. English served as the Head of Research at the Belfer Center Dana-Farber Cancer Institute, Harvard Medical School. Earlier in her career, she held various positions in the Department of Oncology Discovery at Schering-Plough Research Institute from 1998 to 2004, held various positions at Pfizer Research Technology Center from 2004 to 2008, was the Senior Director and External Discovery Oncology Lead at Merck Research Laboratories from 2008 to 2010 and was the Vice President, Kinase Biology at ArQule Inc. from 2010 to 2011. Dr. English received a B.S. in Biochemistry from Kansas State University, a Ph.D. in Neurobiology from the University of North Carolina at Chapel Hill and was a Postdoctoral Fellow at the University of Texas Southwestern Medical Center at Dallas.
In accordance with the Company’s non-employee director compensation policy, upon commencement of her service as a director, Dr. English was granted an initial option grant to purchase 16,667 shares of the Company’s common stock under its 2021 Equity Incentive Plan, with the shares vesting in 36 equal monthly installments, subject to her continued service as a director through the applicable vesting date. Additionally, Dr. English will be entitled to receive a $35,000 annual retainer for her service as director. At each annual stockholder meeting following which Dr. English’s term as a director continues (beginning with the 2021 annual meeting of stockholders), Dr. English will be entitled to receive an additional stock option to purchase 8,333 shares of the Company’s common stock, which option will vest and become exercisable in 12 equal monthly installments following the date of grant and in any event will be fully vested on the date of the next annual meeting of stockholders, subject to her continued service as a director though the applicable vesting date. Dr. English has also entered into the Company’s standard form of indemnification agreement.
Item 7.01 Regulation FD Disclosure.
On April 5, 2021, the Company issued a press release announcing the appointment of Dr. English. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release, dated April 5, 2021. | |
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: April 5, 2021 | /s/ John Celebi | |||||
| John Celebi | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Sensei Biotherapeutics Appoints Jessie M. English, Ph.D. to its Board of Directors
Entrepreneurial leader brings expertise growing biotech platform companies
BOSTON, MA and ROCKVILLE, MD – April 5, 2021 – Sensei Biotherapeutics, Inc. (NASDAQ: SNSE), a clinical-stage immunotherapy company focused on the discovery and development of next generation therapeutics for cancer, today announced the appointment of Jessie M. English, Ph.D. to its Board of Directors. Dr. English is a proven biotechnology leader and brings over 20 years of experience in oncology research as well as business and leadership development.
“Jessie’s experience in building vibrant, data-driven companies will serve as an important asset to our Board of Directors as we continue to build Sensei Bio’s research capabilities and pipeline. I am excited to welcome her to our Board of Directors at this critical time in Sensei’s development. Her expertise in both oncology drug discovery and business development will support our advancement of novel next-generation immunotherapies,” said John Celebi, President and Chief Executive Officer of Sensei Biotherapeutics.
“Sensei is leading the advancement of ImmunoPhage™, a potentially new class of therapeutics. Advances in cancer immunotherapy such as this represent a critical shift in the drug discovery paradigm,” said Dr. English. “I am excited to join Sensei’s Board of Directors and work alongside the team to further advance personalized, yet off-the-shelf product candidates.”
Dr. English is an experienced and innovative drug discovery researcher and drug developer. Throughout her career, she has led high impact and high growth companies developing pioneering therapeutics. She currently serves as the Chief Scientific Officer of Bakx Therapeutics. Previously, she was Chief Scientific Officer of Tilos Therapeutics, which was acquired by Merck in 2019. Dr. English’s expertise spans leadership experience in industry and academic collaboratorations in oncology drug discovery, establishment of translational programs and development of novel translational platforms. She previously held senior roles in immuno-oncology and translational drug discovery and research at Merck KGaA, the Dana-Farber Cancer Institute (the Belfer Center for Applied Cancer Science), Merck Research Laboratories, ArQule, Pfizer, and Schering-Plough. Her experiences include serving on the leadership counsel of AACR Women in Cancer Research and as its Chairperson from 2014-2015. Dr. English holds a Ph.D. in Neurobiology from the University of North Carolina at Chapel Hill and a B.S. in Biochemistry from Kansas State University.
About Sensei Biotherapeutics
Sensei Biotherapeutics is a clinical-stage biopharmaceutical company focused on the discovery, development and delivery of next generation immunotherapies for the treatment of cancer and infectious diseases. The company has developed a proprietary bacteriophage-based platform, ImmunoPhage™, that enables the rapid generation of immune activating therapeutic agents that fully engage the immune system. Using the ImmunoPhage™ platform, Sensei is developing a library of ImmunoPhage, called Phortress™, to target multiple tumor-associated antigens to create a personalized yet off-the-shelf cocktail approach for treating cancer patients. The platform enables efficient, scalable and cost-effective manufacturing to support all of Sensei’s clinical programs. The company’s most advanced immunotherapy, SNS-301, a first-in-class ImmunoPhage™ targeting the tumor antigen Aspartyl beta Hydroxylase (ASPH), is currently in a Phase 1/2 clinical trial in patients with advanced Squamous Cell Carcinoma of the Head and Neck. Earlier stage programs include SNS-401, an ImmunoPhage™ cocktail for the treatment of Merkel Cell Carcinoma, and SNS-VISTA, an antibody-based therapeutic targeting an immune checkpoint gene that inhibits anti-tumor immune responses called V-domain Ig suppressor of T cell activation (VISTA). For more information, please visit www.senseibio.com, and follow us on Twitter @SenseiBio and on LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “believe”, “expect”, “may”, “plan”, “potential”, “will”, and similar expressions, and are based on Sensei’s current beliefs and expectations. These forward-looking statements include expectations regarding the potential clinical development of Sensei’s product candidates and the advancement and potential benefits of ImmunoPhage. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include uncertainties inherent in the conduct of clinical trials, Sensei’s reliance on third parties over which it may not always have full control, and other risks and uncertainties that are described in Sensei’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on March 30, 2021 and Sensei’s other Periodic Reports filed with the SEC. Any forward-looking statements speak only as of the date of this press release and are based on information available to Sensei as of the date of this release, and Sensei assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
Julie Seidel
Stern Investor Relations, Inc.
212-362-1200
julie.seidel@sternir.com
Media Contact:
Mike Beyer
Sam Brown Inc. Healthcare Communications
312-961-2502
mikebeyer@sambrown.com