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United States securities and exchange commission logo
December 29, 2020
John Celebi
President and Chief Executive Officer
Sensei Biotherapeutics, Inc.
1405 Research Blvd, Suite 125
Rockville, MD 20850
Re: Sensei
Biotherapeutics, Inc.
Amendment No. 1
Draft Registration Statement on Form S-1
Submitted December
22, 2020
CIK No. 0001829802
Dear Mr. Celebi:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted
December 22, 2020
Prospectus Summary
Company Overview, page 1
1. We note your response
to our prior comment 2. Please also revise the discussion of
clinical trials in the
Government Regulation section starting on page 118 to describe a
Phase 1/2 trial
specifically and distinguish it from the process of progressing through
Phase 1, Phase 2 and
then Phase 3.
General
2. We note your response
to our prior comment 16 and continue to note statements on the
company's website
relating to safety, efficacy, and FDA feedback that are inconsistent
John Celebi
Sensei Biotherapeutics, Inc.
December 29, 2020
Page 2
with your response to our previous comments and the amendments made to
the
prospectus. Please advise us whether the company plans to revise its
website for
consistency or if not, explain why you believe this is appropriate.
You may contact Christine Torney at 202-551-3652 or Angela Connell at
202-551-3426
if you have questions regarding comments on the financial statements and
related
matters. Please contact Laura Crotty at 202-551-7614 or Tim Buchmiller at
202-551-3635 with
any other questions.
Sincerely,
FirstName LastNameJohn Celebi
Division of
Corporation Finance
Comapany NameSensei Biotherapeutics, Inc.
Office of Life
Sciences
December 29, 2020 Page 2
cc: Michael E. Tenta, Esq.
FirstName LastName