8-K
Sensei Biotherapeutics, Inc. (FTH)
View as plain text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2025
Sensei Biotherapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-39980 | 83-1863385 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 1405 Research Blvd, Suite 125<br> <br>Rockville, MD | 20850 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (240) 243-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading<br> <br>symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock | SNSE | The Nasdaq Stock Market LLC |
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 2.02 | Results of Operations and Financial Condition. |
|---|
On November 14, 2025, Sensei Biotherapeutics, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 and the exhibit attached hereto are 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 they 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<br>Number | Exhibit Description |
|---|---|
| 99.1 | Press Release of Sensei Biotherapeutics, Inc., dated November 14, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
2
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: November 14, 2025 | /s/ Christopher W. Gerry |
| Christopher W. Gerry | |
| General Counsel and Secretary |
3
EX-99.1
Exhibit 99.1
Sensei Biotherapeutics Reports Third Quarter 2025 Financial Results
BOSTON, MA – November 14, 2025 – Sensei Biotherapeutics, Inc. (Nasdaq: SNSE), a clinical stage biotechnology company focused on the discovery and development of next-generation therapeutics for cancer patients, today reported financial results for the third quarter 2025.
On October 30, 2025, the Company announced that its Board of Directors determined, after extensive consideration of the Company’s development pipeline and current market conditions, to discontinue development of solnerstotug and initiate a comprehensive review of strategic alternatives aimed at maximizing shareholder value. The Company is exploring a range of strategic alternatives that may include, among other options, a sale of assets, licensing arrangements, collaborations, a sale of the Company, a business combination, a merger, or an orderly wind-down of operations.
In connection with this strategic review, the Company has implemented a workforce reduction to preserve cash, reducing its workforce by approximately 65 percent. The Company is retaining a small team of employees to assist in exploring strategic alternatives, maintaining compliance with regulatory and financial reporting requirements, and managing the orderly cessation of development activities.
Third Quarter 2025 Financial Results
Cash Position: Cash, cash equivalents and marketable securities were $25.0 million as of September 30, 2025, as compared to $41.3 million as of December 31, 2024.
Research and Development (R&D) Expenses: R&D expenses were $2.5 million for the quarter ended September 30, 2025, compared to $4.6 million for the quarter ended September 30, 2024. The decrease in R&D expenses was primarily attributable to lower personnel and facilities costs, and reduced lab supply costs.
General and Administrative (G&A) Expenses: G&A expenses were $2.3 million for the quarter ended September 30, 2025, compared to $3.2 million for the quarter ended September 30, 2024. The decrease in G&A expense was primarily attributable to lower personnel costs.
Net Loss: Net loss was $4.6 million for the quarter ended September 30, 2025, compared to $7.3 million for the quarter ended September 30, 2024. ****
About Sensei Biotherapeutics
Sensei Biotherapeutics (Nasdaq: SNSE) is a clinical stage biotechnology company focused on the discovery and development of next-generation therapeutics for cancer patients. Through its TMAb^™^ (Tumor Microenvironment Activated biologics) platform, Sensei develops conditionally active therapeutics designed to disable immunosuppressive signals or activate immunostimulatory signals selectively in the tumor microenvironment to unleash T cells against tumors. Sensei’s lead product candidate is solnerstotug, a conditionally active antibody designed to block the V-domain Ig suppressor of T cell activation (VISTA) checkpoint selectively within the low pH tumor microenvironment, where VISTA acts as a suppressor of T cells by binding the receptor PSGL-1. For more information, please visit www.senseibio.com, and follow the company on X @SenseiBio and LinkedIn.
Condensed Statements of Operations
(Unaudited, in thousands except share and per share data)
| Three Months EndedSeptember 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating expenses: | ||||||
| Research and development | $ | 2,536 | $ | 4,637 | ||
| General and administrative | 2,315 | 3,186 | ||||
| Total operating expenses | 4,851 | 7,823 | ||||
| Loss from operations | (4,851 | ) | (7,823 | ) | ||
| Total other income | 282 | 570 | ||||
| Net loss | $ | (4,569 | ) | (7,253 | ) | |
| Net loss attributable to common stockholders | (4,569 | ) | (7,253 | ) | ||
| Net loss per share, basic and diluted | $ | (3.62 | ) | $ | (5.77 | ) |
| Weighted-average common shares outstanding, basic and diluted | 1,261,290 | 1,257,299 |
Selected Condensed Balance Sheet Data
(Unaudited, in thousands)
| September 30,2025 | December 31,2024 | |||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 10,562 | $ | 9,994 |
| Marketable securities | 14,479 | 31,341 | ||
| Total assets | 27,589 | 45,361 | ||
| Total liabilities | 4,582 | 6,975 | ||
| Total stockholders’ equity | 23,007 | 38,386 |
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by words and phrases such as “believe”, “designed to,” “expect”, “may”, “plan”, “potential”, “will”, and similar expressions, and are based on Sensei’s current beliefs and expectations. These forward-looking statements include Sensei’s discontinued development of solnerstotug and review of strategic alternatives aimed at maximizing shareholder value and related workforce reduction. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include uncertainties inherent in the risks relating to volatility and uncertainty in the capital markets for biotechnology companies; availability of suitable third parties with which to conduct contemplated strategic alternatives; whether Sensei will be able to pursue a strategic transaction, or whether any transaction, if pursued, will be completed on attractive terms or at all; changes in expected or existing competition; changes in the regulatory environment; and unexpected litigation or other disputes; and other risks and uncertainties that are described in Sensei’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (SEC) on November 14, 2025 and Sensei’s other Periodic Reports filed with the SEC. Any forward-looking statements speak only
as of the date of this press release and are based on information available to Sensei as of the date of this release, and Sensei assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor and Media Contact:
Joyce Allaire
LifeSci Advisors
Jallaire@lifesciadvisors.com