As filed with the U.S. Securities and Exchange Commission on May 10, 2022

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

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.)

451 D Street, Suite 710

Boston, MA 02210

(Address of principal executive offices) (Zip code)

2021 Equity Incentive Plan

2021 Employee Stock Purchase Plan

(Full title of the plan)

John Celebi

President and Chief Executive Officer

Sensei Biotherapeutics, Inc.

451 D Street, Suite 710,

Boston, MA 02210

(240) 243-8000

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

 

 

Copies to:

Mark Ballantyne Michael E. Tenta Cooley LLP 11951 Freedom Drive Reston, VA 20190-5640 (703) 456-8000		Erin Colgan Chief Financial Officer Sensei Biotherapeutics, Inc. 451 D Street, Suite 710 Boston, MA 02210 (240) 243-8000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional (i) 1,224,361 shares of Common Stock of Sensei Biotherapeutics, Inc. to be issued pursuant to the 2021 Equity Incentive Plan (“2021 EIP”) and (ii) 306,090 shares of Common Stock of Sensei Biotherapeutics, Inc. to be issued pursuant to the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 EIP and 2021 ESPP providing for automatic increases in the number of shares of Common Stock reserved and available for issuance under the 2021 EIP and 2021 ESPP on January 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

PART II

 

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE

The contents of the earlier registration statement relating to (i) the 2018 Stock Incentive Plan, (ii) the 2021 EIP and (iii) the 2021 ESPP, previously filed with the Securities and Exchange Commission on February 10, 2021 (File No. 333-252954) are incorporated herein by reference and made a part of this Registration Statement.

ITEM 8.

EXHIBITS

 

				Incorporated by Reference
Exhibit Number		Description		Schedule Form				File Number				Exhibit				Filing Date
4.1		Amended and Restated Certificate of Incorporation.			8-K				001-39980				3.1				02/11/2021
4.2		Amended and Restated Bylaws.			8-K				001-39980				3.2				02/11/2021
4.3		Sensei Biotherapeutics, Inc. 2021 Equity Incentive Plan and forms of option agreements thereunder..			S-1/A				333-252138				10.2				02/01/2021
4.4		Sensei Biotherapeutics, Inc. 2021 Employee Stock Purchase Plan.			S-1/A				333-252138				10.10				02/01/2021
4.5*		Form of Restricted Stock Unit Grant Notice and Award Agreement under 2021 Equity Incentive Plan			—				—				—				—
5.1*		Opinion of Cooley LLP.			—				—				—				—
23.1*		Consent of Cooley LLP (included in Exhibit 5.1).			—				—				—				—
23.2*		Consent of Independent Registered Public Accounting Firm.			—				—				—				—
24.1*		Power of Attorney (included on the signature page of this Form S-8).			—				—				—				—
107*		Filing Fee Table			—				—				—				—

 

*	Filed herewith.

 

2.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 10th day of May, 2022.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Celebi and Erin Colgan, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ John Celebi John Celebi		President, Chief Executive Officer and Director (Principal Executive Officer)		May 10, 2022
/s/ Erin Colgan Erin Colgan		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		May 10, 2022
/s/ William Ringo William Ringo		Chairman of the Board of Directors		May 10, 2022
/s/ Bob Holmen Bob Holmen		Director		May 10, 2022
/s/ James Peyer James Peyer, Ph.D.		Director		May 10, 2022
/s/ Samuel Broder Samuel Broder, M.D.		Director		May 10, 2022
/s/ Thomas Ricks Thomas Ricks		Director		May 10, 2022
/s/ Deneen Vojta		Director		May 10, 2022
Deneen Vojta
/s/ Jessie English		Director		May 10, 2022
Jessie English
/s/ Kristian Humer		Director		May 10, 2022
Kristian Humer

 

 

3.

Exhibit 4.5

SENSEI BIOTHERAPEUTICS, INC.

RSU AWARD GRANT NOTICE

(2021 EQUITY INCENTIVE PLAN)

Sensei Biotherapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Sensei Biotherapeutics, Inc. 2021 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement.

 

Participant:
Date of Grant:
Vesting Commencement Date:
Number of Restricted Stock Units:

Vesting Schedule: [______________________________________________________________________________].

          Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service.

Issuance Schedule: One share of Common Stock will be issued at the time set forth in Section 5 of the Agreement for each restricted stock unit which vests.

Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:

 

•

The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the provisions of the Plan and the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company.

 

•

You consent to receive this Grant Notice, the Agreement, the Plan, the Prospectus, and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

•

You have read and are familiar with the provisions of the Plan, the RSU Award Agreement, and the Prospectus. In the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.

 

•

The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock and supersedes all prior oral and written agreements, promises, and/or representations on that subject with the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement, offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this RSU Award.

•

Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

SENSEI BIOTHERAPEUTICS, INC.:				PARTICIPANT:
By:
Signature				Signature
Title:				Date:
Date:

ATTACHMENTS: Award Agreement, 2021 Equity Incentive Plan

 

ATTACHMENT I

AWARD AGREEMENT

 

1.

SENSEI BIOTHERAPEUTICS, INC.

AWARD AGREEMENT

(2021 EQUITY INCENTIVE PLAN)

As reflected by your RSU Award Grant Notice (“Grant Notice”), Sensei Biotherapeutics, Inc. (the “Company”) has granted you a RSU Award under the Sensei Biotherapeutics, Inc. 2021 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (this “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.

The general terms applicable to your RSU Award are as follows:

1. GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all the provisions of the Plan, including but not limited to the provisions in:

(a) Section 6 of the Plan regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award;

(b) Section 9(e) of the Plan regarding the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the RSU Award; and

(c) Section 8 of the Plan regarding the tax consequences of your RSU Award.

Your RSU Award is further subject to all interpretations, amendments, rules, and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.

2. GRANT OF THE RSU AWARD. This RSU Award represents your right to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and subject to your satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set forth in the Plan, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered by your RSU Award.

3. DIVIDENDS. You shall receive no benefit or adjustment to this RSU Award with respect to any cash dividend, stock dividend, or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence will not apply with respect to any shares of Common Stock that are delivered to you in connection with your RSU Award after such shares have been delivered to you.

4. WITHHOLDING OBLIGATIONS. As further provided in Section 8 of the Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the federal, state, local, and foreign tax withholding obligations, if any, which arise in connection with your RSU Award (the “Withholding Obligation”) in accordance with the withholding procedures established by the Company. Unless the Withholding

 

1.

Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

5. DATE OF ISSUANCE.

(a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions in the Grant Notice). Each issuance date determined by this paragraph is referred to as an “Original Issuance Date.”

(b) If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day. In addition, if:

(i) the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement)), and

(ii) either (1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding Obligation in cash,

then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).

(c) To the extent the RSU Award is a Non-Exempt RSU Award, the provisions of Section 11 of the Plan shall apply.

6. TRANSFERABILITY. Except as otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of descent and distribution.

7. CORPORATE TRANSACTION. Your RSU Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities, and any contingent consideration.

 

2.

8. NO LIABILITY FOR TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees, or Affiliates related to tax liabilities arising from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial, and other legal advisors regarding the tax consequences of the RSU Award and have either done so or knowingly and voluntarily declined to do so.

9. SEVERABILITY. If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

10. OTHER DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Trading Policy.

11. QUESTIONS. If you have questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences please see the Prospectus.

 

3.

Attachment II

2021 EQUITY INCENTIVE PLAN

 

1.

Exhibit 5.1

 

Mark Ballantyne

T: +1 703 456 8084

mballantyne@cooley.com

May 10, 2022

Sensei Biotherapeutics, Inc.

451 D Street, Suite 710

Boston, MA 02210

Ladies and Gentlemen:

You have requested our opinion, as counsel to Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission relating to the offering of up to 1,530,451 shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share(the “Common Stock”), including (i) 1,224,361 shares of the Company’s Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 EIP”) and (ii) 306,090 shares of the Company’s Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 EIP, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws, each as currently in effect, (c) the Plans and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Cooley LLP    Reston Town Center    11951 Freedom Drive    14th Floor    Reston, VA    20190-5656

t: +1 703 456 8000 f: +1 703 456 8100 cooley.com

May 10, 2022

Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely   Cooley LLP   By: /s/ Mark Ballantyne                                                Mark Ballantyne

Cooley LLP    Reston Town Center    11951 Freedom Drive    14th Floor    Reston, VA    20190-5656

t: +1 703 456 8000 f: +1 703 456 8100 cooley.com

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2022 relating to the financial statements of Sensei Biotherapeutics, Inc., appearing in the Annual Report on Form 10-K of Sensei Biotherapeutics, Inc. for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Baltimore, Maryland

May 10, 2022

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Sensei Biotherapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)		Proposed Maximum Offering Price Per Share		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity		Common Stock, par value $0.0001 per share, Sensei Biotherapeutics, Inc. 2021 Equity Incentive Plan		Other(2)		1,224,361(2)		$1.65(4)		$2,020,195.65		$0.0000927		$187.27
Equity		Common Stock, par value $0.0001 per share, Sensei Biotherapeutics, Inc. 2021 Employee Share Purchase Plan		Other(3)		306,090(3)		$1.65(4)		$505,048.50		$0.0000927		$46.82
Total Offering Amount										$2,525,244.15				—
Total Fees Previously Paid														—
Total Fee Offsets														—
Net Fee Due														$234.09

 

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”) of Sensei Biotherapeutics, Inc. (the “Registrant”) that become issuable under the 2021 Equity Incentive Plan (the “2022 EIP”) or 2021 Employee Stock Purchase Plan (the “2021 ESPP”) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Common Stock, as applicable.

 

(2)	Represents shares of Common Stock that were added to the shares authorized for issuance under the 2021 EIP on January 1, 2022 pursuant to an “evergreen” provision contained in the 2021 EIP.

 

(3)	Represents shares of Common Stock that were added to the shares authorized for future issuance under the 2021 ESPP on January 1, 2022 pursuant to an “evergreen” provision contained in the 2022 ESPP.

 

(4)

Estimated in accordance with Rule 457(c) and Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon a per share price of $1.65, which is the average of the high and low prices per share of the Registrant’s Common Stock on May 5, 2022, as reported on The Nasdaq Global Market.