SEC Filing | Sensei Biotherapeutics, Inc

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snse-10q_20210630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-39980

Sensei Biotherapeutics, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	83-1863385
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SNSE		The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant’s Common Stock outstanding as of July 31, 2021 was 30,588,495.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Convertible Preferred Stock, Common Stock and Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

SENSEI BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

	June 30, 2021			December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	15,599		$	16,596
Marketable securities		146,899			—
Deferred offering costs		—			2,105
Prepaid expenses		2,643			1,375
Other current assets		472			—
Total current assets		165,613			20,076
Property and equipment, net		2,111			1,266
Deposits		-			86
Total assets	$	167,724		$	21,428
Liabilities, convertible preferred stock and stockholders’ equity (deficit)
Current liabilities:
Accounts payable and accrued liabilities	$	2,828		$	3,882
Other liabilities		1,095			948
Total current liabilities		3,923			4,830
Debt		567			567
Other non-current liabilities		109			138
Total liabilities		4,599			5,535
Commitments and contingencies (Note 8)
Convertible preferred stock (Series AA) (Note 9)		—			61,411
Convertible preferred stock (Series BB) (Note 9)		—			10,925
Stockholders’ equity (deficit):
Common stock, $0.0001 par value; 1,230,000,000 shares authorized as of June 30, 2021, 30,588,495 shares and 1,875,422 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		3			—
Additional paid-in capital		293,378			55,969
Accumulated deficit		(130,155	)		(112,412	)
Accumulated other comprehensive loss		(101	)		—
Total stockholders’ equity (deficit)		163,125			(56,443	)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	167,724		$	21,428

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SENSEI BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except share and per share data)

	Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Operating expenses:
Research and development	$	5,898		$	2,858		$	9,263		$	5,053
General and administrative		3,886			1,311			8,490			3,219
Alvaxa IPR&D		—			738			—			738
Total operating expenses		9,784			4,907			17,753			9,010
Loss from operations		(9,784	)		(4,907	)		(17,753	)		(9,010	)
Other income (expense):
Interest income	188				—		188				—
Interest expense, including $0 and $645 with related parties in the three months and six months ended June 30, 2021 and 2020, respectively		(147	)		(3	)		(150	)		(1,632	)
Fair value adjustments on embedded debt derivatives, including $0 and $575 with related parties in the three months and six months ended June 30, 2021 and 2020, respectively		—			—			—			995
Loss on fixed asset disposition		(28	)		—			(28	)		—
Gain on debt extinguishment		—			—			—			45
Net loss		(9,771	)		(4,910	)		(17,743	)		(9,602	)
Cumulative dividends on convertible preferred stock		—			—			—			(104	)
Net loss attributable to common stockholders	$	(9,771	)	$	(4,910	)	$	(17,743	)	$	(9,706	)
Net loss per common share, basic and diluted	$	(0.32	)	$	(3.02	)	$	(0.72	)	$	(6.87	)
Weighted-average number of shares used in computing net loss per common share, basic and diluted		30,588,495			1,625,011			24,778,949			1,413,062
Comprehensive loss:
Net loss	$	(9,771	)	$	(4,910	)	$	(17,743	)	$	(9,602	)
Other comprehensive items:
Unrealized loss on marketable securities		(101	)		—			(101	)		—
Total other comprehensive loss		(101	)		—			(101	)		—
Total comprehensive loss	$	(9,872	)	$	(4,910	)	$	(17,844	)	$	(9,602	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SENSEI BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(In thousands, except share data)

	Convertible Preferred Stock (Series A-F)						Convertible Preferred Stock (Series AA)						Convertible Preferred Stock (Series BB)						Common Stock					Additional Paid-In			Accumulated			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount		Capital			Deficit			Amount			Equity (Deficit)
Balance at December 31, 2019		15,257,663		$	47,545			—		$	—			—		$	—			369,491		$	—	$	23,650		$	(92,312	)	$	—		$	(68,662	)
Stock-based compensation expense		—			—			—			—			—			—			—			—		194			—			—			194
Conversion of series A,B,C,D,E,F preferred stock into common stock		(15,257,663	)		(47,545	)		—			—			—			—			627,871			—		47,545			—			—			47,545
Conversion of common stock into series AA preferred stock		—			—			210,310,025			17,274			—			—			(148,732	)		—		(17,274	)		—			—			(17,274	)
Preferred stock issued in exchange for note redemption		—			—			188,173,050			15,456			—			—			—			—		—			—			—			—
Issuance of series AA preferred stock		—			—			128,655,262			10,567			—			—			—			—		—			—			—			—
Issuance of common stock warrants		—			—			—			—			—			—			634,118			—		—			—			—			—
Net loss		—			—			—			—			—			—			—			—		—			(4,692	)		—			(4,692	)
Balance at March 31, 2020		—		$	—			527,138,337		$	43,297			—		$	—			1,482,748		$	—	$	54,115		$	(97,004	)	$	—		$	(42,889	)
Stock-based compensation expense		—			—			—			—			—			—			—			—		163			—			—			163
Issuance of common stock related to Alvaxa acquisition		—			—			—			—			—			—			304,376			—		541			—			—			541
Net loss		—			—			—			—			—			—			—			—		—			(4,910	)		—			(4,910	)
Balance at June 30, 2020		—		$	—			527,138,337		$	43,297			—		$	—			1,787,124		$	—	$	54,819		$	(101,914	)	$	—		$	(47,095	)

Balance at December 31, 2020		—		$	—			747,683,172		$	61,411			52,680,306		$	10,925			1,875,422		$	—	$	55,969		$	(112,412	)	$	—		$	(56,443	)
Stock-based compensation expense		—			—			—			—			—			—			—			—		1,349			—			—			1,349
Issuance of series BB preferred stock		—			—			—			—			113,275,902			23,491			—			—		—			—			—			—
Conversion of preferred stock to common stock upon closing of the initial public offering		—			—			(747,683,172	)		(61,411	)		(165,956,208	)		(34,416	)		19,034,069			2		95,826			—			—			95,828
Issuance of common stock, net of issuance costs		—			—			—			—			—			—			8,030,295			1		138,488			—			—			138,489
Issuance of common stock warrants		—			—			—			—			—			—			1,648,709			—		1			—			—			1
Net loss		—			—			—			—			—			—			—			—		—			(7,972	)		—			(7,972	)
Balance at March 31, 2021		—		$	—			—		$	—			—		$	—			30,588,495		$	3	$	291,633		$	(120,384	)	$	—		$	171,252
Stock-based compensation expense		—			—			—			—			—			—			—			—		1,745			—			—			1,745
Unrealized loss on marketable securities		—			—			—			—			—			—			—			—		—			—			(101	)		(101	)
Net loss		—			—			—			—			—			—			—			—		—			(9,771	)		—			(9,771	)
Balance at June 30, 2021		—		$	—			—