UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 31, 2023, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Sensei Biotherapeutics, Inc. (the “Company”) approved a one-time deviation in the method of payment of annual bonuses for 2022, pursuant to which the Company’s executive officers and other members of senior management, including the Company’s named executive officers, will be paid one-third of their annual bonuses in the form of restricted stock units (“RSUs”) in lieu of cash. The Committee approved this change in line with the belief that equity awards provide the Company’s executives with a strong link to the Company’s long-term performance, create an ownership culture, and help to align the interests of the Company’s executives and stockholders. In addition, awarding a portion of the annual bonuses in equity is anticipated to help preserve the Company’s cash for the continued development of the Company’s product candidates. The Committee effected this change for the 2022 performance period only.
Accordingly, the Committee approved the following annual bonuses for 2022 for the Company’s named executive officers, which are based on a partial achievement of 2022 corporate goals:
| Name |
Cash (2/3 of Total Bonus) |
Number of Shares of Common Stock underlying RSUs (1/3 of Total Bonus) | ||
| John Celebi | $152,771 | 51,893 | ||
| Erin Colgan | $88,453 | 30,046 |
The RSUs will be granted on February 15, 2023. The RSUs will be fully vested as of the grant date and granted pursuant to the standard form of restricted stock unit grant notice and award agreement in substantially the form previously approved by the Board.
| Item 7.01 | Regulation FD Disclosure |
On February 6, 2023, the Company issued a press release titled “Sensei Biotherapeutics Signs Cooperative Research and Development Agreement (CRADA) with the National Cancer Institute (NCI) to Expand Development Plan for SNS-101, a Conditionally Active VISTA-blocking Antibody.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 and the exhibit attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, whether filed before or after the date hereof and regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release of Sensei Biotherapeutics, Inc., dated February 6, 2022 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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. | ||||||
| By: | /s/ John Celebi | |||||
| Date: February 6, 2023 | John Celebi | |||||
| President and Chief Executive Officer | ||||||