SEC Form SC 13D/A filed by Sensei Biotherapeutics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Sensei Biotherapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

81728A108

(CUSIP Number)

Julien Hoefer

Apeiron Investment Group Ltd.

Beatrice, at 66 & 67 Amery Street

SLM1707, Sliema, Malta

+356 9960 9158

STEVE WOLOSKY

KENNETH MANTEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 23, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On May 23, 2023, the Reporting Persons entered into a Purchase Agreement (the “Purchase Agreement”) with the Issuer pursuant to which the Issuer agreed to purchase 4,454,248 Shares (the “Purchased Shares”) from certain of the Reporting Persons (the “Sellers”) for a purchase price of $1.58 per share. The closing of the purchase of the Purchased Shares (the “Closing”) is subject to the fulfillment or waiver of certain customary closing conditions set forth in the Purchase Agreement. The Purchased Shares constitute the Reporting Persons’ entire beneficial ownership of Shares. Under the Purchase Agreement, Apeiron also has agreed to withdraw its notice of intent to nominate director candidates for election to the Issuer’s Board of Directors at the Issuer’s 2023 annual meeting of shareholders (the “Annual Meeting”) effective upon the Closing. The Purchase Agreement also provides that the Reporting Persons are subject to customary standstill obligations and voting commitments from the date of the Purchase Agreement until the earlier of (x) four years from the date of the Purchase Agreement and (y) the date that is thirty days prior to the deadline for delivery of notice for the nomination of director candidates for election to the Issuer’s Board of Directors at the Issuer’s 2027 Annual Meeting of Stockholders.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 6 is hereby amended to add the following:

The description of the Purchase Agreement set forth in Item 4 above and the full text of the Purchase Agreement attached hereto as Exhibit 99.1 are incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 23, 2023