UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
On March 5, 2024, Sensei Biotherapeutics, Inc. (the “Company”) and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) (the “Rights Agent”) entered into the Second Amendment to Stockholder Rights Agreement (the “Second Amendment”), amending the Stockholder Rights Agreement, dated as of March 7, 2023, as previously amended by the Amendment to Stockholder Rights Agreement, dated as of June 23, 2023, between the Company and the Rights Agent (the “Rights Agreement”).
The Second Amendment changes the final expiration date of the Rights (as defined in the Rights Agreement) from 5:00 p.m., New York City time on March 7, 2024 to 5:00 p.m., New York City time on March 7, 2025. The Rights may still be earlier redeemed, exchanged or terminated in accordance with the terms of the Rights Agreement. The Second Amendment also eliminates terms providing that, for purposes of the Rights Agreement, a person is deemed to beneficially own shares of the Company held by any other person with which such person is “acting in concert” (as previously defined in the Rights Agreement).
This description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 4.3 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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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. | ||||||
| Date March 5, 2024 | /s/ Christopher W. Gerry | |||||
| Christopher W. Gerry | ||||||
| General Counsel and Secretary | ||||||
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