| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 23, 2023, Sensei Biotherapeutics, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Apeiron Investment Group Ltd., Presight Sensei Co-Invest Fund, L.P., Presight Sensei Co-Invest Management, L.L.C., Christian Angermayer, Apeiron SICAV Ltd. - Presight Capital Fund ONE, and Altarius Asset Management Ltd. (collectively, the “Apeiron Parties”).
Pursuant to the Purchase Agreement, the Company has agreed to purchase 4,454,248 shares of the Company’s common stock (the “Purchased Shares”) from certain of the Apeiron Parties (the “Sellers”) for a purchase price of $1.58 per share. The Purchased Shares constitute the Apeiron Parties’ entire beneficial ownership of the Company’s common stock.
Apeiron Investment Group Ltd. has also agreed to withdraw its notice of intent to nominate director candidates for election to the Company’s Board of Directors (the “Board”) at the 2023 annual meeting of stockholders, effective upon the closing of the purchase of the Purchased Shares (the “Closing”).
This share repurchase does not alter the Company’s previously disclosed realigned cost structure or its estimated cash runway into the second half of 2025. By avoiding a proxy contest, the Company has kept its focus on its multiple anticipated near-term clinical and preclinical milestones as it makes progress towards the development of next-generation cancer therapeutics, including its lead candidate, SNS-101, for which the Company is planning to initiate a Phase 1/2 clinical study in mid-2023.
The Closing is subject to the fulfillment or waiver of certain conditions set forth in the Purchase Agreement, including (i) no injunction or other order, judgment, law, regulation, decree or ruling or other legal restraint or prohibition having been issued, enacted or promulgated by a court or other governmental or regulatory authority of competent jurisdiction that would have the effect of prohibiting or preventing the consummation of the transactions contemplated in the Purchase Agreement; (ii) the representations and warranties of the Company or the Sellers, as applicable, set forth in the Purchase Agreement being true and correct as of the date of the Purchase Agreement and as of the date of Closing; and (iii) the Company or the Sellers, as applicable, having timely performed in all material respects all of its or their obligations under the Purchase Agreement required to be performed by it or them prior to or at the Closing.
The Purchase Agreement further provides, among other things, that:
| | • | | Each Apeiron Party will vote, and will cause all of its controlling or controlled affiliates and associates to vote, all of its or their shares of the Company’s common stock at all annual and special meetings of stockholders, as well as in any consent solicitations of the Company’s stockholders, in each case to the extent still beneficially owned by such persons as of the applicable record date, in accordance with the Board’s recommendations, subject to certain exceptions relating to the recommendations of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC and proposals in respect of any extraordinary transaction. |
| | • | | The Apeiron Parties are subject to customary standstill restrictions including, among other things, with respect to nominating persons for election to the Board, submitting any stockholder proposal for consideration at any stockholder meeting, soliciting any proxies, conducting any “withhold” or similar campaign and acquiring any additional shares of the Company’s voting securities or any of the Company’s indebtedness. |
| | • | | Each party agrees not to make public statements that constitute an ad hominem attack on, or disparage, defame, slander or are reasonably likely to damage the reputation of the other party, subject to certain exceptions. |
| | • | | Each party agrees not to threaten, institute, solicit, join, or knowingly encourage or assist a lawsuit against the other party, subject to certain exceptions. |
