| Item 2.05 | Costs Associated with Exit or Disposal Activities. |
On December 5, 2022, the Board of Directors of Sensei Biotherapeutics, Inc. (the “Company”) approved a plan to reduce the Company’s current workforce by approximately 40% to decrease operating expenses. The Company expects the reduction in force to be substantially completed in the first quarter of 2023. As a result, the Company estimates that it will incur a one-time charge of approximately $1.0 million in connection with one-time employee termination costs, including severance and other benefits. This charge is expected to be incurred during the fourth quarter of 2022 and the first quarter of 2023.
The estimates of costs that the Company expects to incur and the timing thereof are subject to a number of assumptions and actual results may differ.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 7, 2022, the Company notified Robert Pierce, who had been serving as the Company’s Chief Research and Development Officer, that his employment with the Company would terminate, effective December 7, 2022. In accordance with his employment agreement, previously filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-252138), contingent upon Dr. Pierce’s execution of a separation agreement, including a release of claims and compliance with certain restrictive covenants, Dr. Pierce will be entitled to severance benefits specified in Section 6.1 in his employment agreement.
Dr. Pierce has agreed to serve as a consultant for the Company, effective December 7, 2022. In connection therewith, the Company has entered into a consulting agreement with Dr. Pierce’s consulting entity, pursuant to which Dr. Pierce will provide consulting services to the Company (the “Consulting Agreement”), including the following compensation terms: (i) a 6-month cash retainer at $12,800 per month for up to 32 hours of consulting services per month, with an hourly rate of $400 per hour if the consulting services exceed 32 hours (the “Retainer Period”), (ii) an hourly rate of $500 per hour for up to 8 hours of consulting services per week following the Retainer Period and (iii) the extension of the exercise period for Dr. Pierce’s existing vested stock options to the latter of (A) December 7, 2025 or (B) until such time as provided for in the applicable equity plan and Dr. Pierce’s applicable option award agreement. The term of the Consulting Agreement is for one year from the effective date, unless terminated earlier pursuant to the terms of the Consulting Agreement. Either the Company or Dr. Pierce may terminate the Consulting Agreement without cause, subject to a specified notice period, or may terminate the Consulting Agreement immediately in the event of a breach which cannot be cured or if either party is accused of a crime or unethical conduct.
The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the Consulting Agreement, which the Company intends to file as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
