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, 2022

OR

☐ 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.)
451 D Street, Suite 710 Boston, MA	02210
(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.

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 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 August 5, 2022 was 30,720,291.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated 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	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
Signatures		29

i

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, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	9,899		$	7,159
Marketable securities		113,815			140,462
Prepaid expenses		3,484			547
Other current assets		293			374
Total current assets		127,491			148,542
Right of use assets - operating leases, net		5,971			—
Right of use assets - financing leases, net		2,417			—
Property and equipment, net		2,112			4,644
Other non-current assets		45			39
Total assets	$	138,036		$	153,225
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	2,423		$	2,456
Compensation and employee benefits liabilities		1,019			1,753
Operating lease liabilities, current		1,194			—
Financing lease liabilities, current		798			680
Total current liabilities		5,434			4,889
Operating lease liabilities, non-current		4,967			—
Financing lease liabilities, non-current		1,719			1,674
Other non-current liabilities		—			149
Total liabilities		12,120			6,712
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.0001 par value and 250,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 30,720,921 and 30,609,029 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		3			3
Additional paid-in capital		299,271			296,049
Accumulated deficit		(172,146	)		(149,206	)
Accumulated other comprehensive loss		(1,212	)		(333	)
Total stockholders’ equity		125,916			146,513
Total liabilities and stockholders’ equity	$	138,036		$	153,225

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

1

SENSEI BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except share and per share data)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
Operating expenses:
Research and development	$	6,393		$	5,898		$	13,848		$	9,263
General and administrative		4,319			3,886			9,351			8,490
Total operating expenses		10,712			9,784			23,199			17,753
Loss from operations		(10,712	)		(9,784	)		(23,199	)		(17,753	)
Other income (expense):
Realized gain on marketable securities		—			—			15			—
Interest income		349			188			659			188
Interest expense		(172	)		(147	)		(415	)		(150	)
Loss on fixed asset disposition		—			(28	)		—			(28	)
Net loss		(10,535	)		(9,771	)		(22,940	)		(17,743	)
Net loss per common share, basic and diluted	$	(0.34	)	$	(0.32	)	$	(0.75	)	$	(0.72	)
Weighted-average number of shares used in computing net loss per common share, basic and diluted		30,701,758			30,588,495			30,674,868			24,778,949
Comprehensive loss:
Net loss	$	(10,535	)	$	(9,771	)	$	(22,940	)	$	(17,743	)
Other comprehensive items:
Unrealized loss on marketable securities		(313	)		(101	)		(879	)		(101	)
Total other comprehensive loss		(313	)		(101	)		(879	)		(101	)
Total comprehensive loss	$	(10,848	)	$	(9,872	)	$	(23,819	)	$	(17,844	)

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

2

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 AA)						Convertible Preferred Stock (Series BB)						Common Stock				Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares			Amount			Shares			Amount			Shares		Amount		Capital		Deficit			Loss			Equity (Deficit)
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 upon closing of the  initial public offering, net of issuance costs		—			—			—			—			8,030,295		1		138,488		—			—			138,489
Exercise 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 gains (loss) on marketable securities		—			—			—			—			—		—		—		—			(101	)		(101	)
Net loss		—			—			—			—			—		—		—		(9,771	)		—			(9,771	)
Balance at June 30, 2021		—		$	—			—		$	—			30,588,495	$	3	$	293,378	$	(130,155	)	$	(101	)	$	163,125
Balance at December 31, 2021		—		$	—			—		$	—			30,609,029	$	3	$	296,049	$	(149,206	)	$	(333	)	$	146,513
Stock-based compensation expense		—			—			—			—			—		—		1,515		—			—			1,515
Exercise of options into common stock		—			—			—			—			73,784		—		237		—			—			237
Employee stock purchase plan expense		—			—			—			—			—		—		14		—			—			14
Unrealized loss on marketable securities		—			—			—			—			—		—		—		—			(566	)		(566	)
Net loss		—			—			—			—			—		—		—		(12,405	)		—			(12,405	)
Balance at March 31, 2022		—		$	—			—		$	—			30,682,813	$	3	$	297,815	$	(161,611	)	$	(899	)	$	135,308
Stock-based compensation    expense		—			—			—			—			—		—		1,396		—			—			1,396
Employee stock purchase plan expense		—			—			—			—			37,478		—		60		—			—			60
Unrealized loss on marketable securities		—			—			—			—			—		—		—		—			(313	)		(313	)
Net loss		—			—			—			—			—		—		—		(10,535	)		—			(10,535	)
Balance at June 30, 2022		—		$	—			—		$	—			30,720,291	$	3	$	299,271	$	(172,146	)	$	(1,212	)	$	125,916

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

3

SENSEI BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2022			2021
Operating activities
Net loss	$	(22,940	)	$	(17,743	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		2,934			3,095
Depreciation and amortization		301			220
Accretion on marketable securities		323			145
Interest on finance lease		—			5
Non-cash lease expense		587			—
Amortization of financing lease right-of-use assets		353			—
Realized gain on marketable securities		(15	)		—
Loss on fixed asset disposition		—			28
Changes in operating assets and liabilities:
Prepaid expenses		(2,936	)		(1,740	)
Other assets		74			86
Accounts payable and accrued liabilities		(33	)		(1,148	)