Filing Details
- Accession Number:
- 0001193125-22-034654
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-09 19:00:00
- Filed By:
- Apeiron Investment Group Ltd.
- Company:
- Sensei Biotherapeutics Inc.
- Filing Date:
- 2022-02-10
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Presight Sensei Co-Invest Fund | 0 | 955,738 | 0 | 955,738 | 955,738 | 3.1% |
| Presight Sensei Co-Invest Management | 0 | 955,738 | 0 | 955,738 | 955,738 | 3.1% |
| Apeiron Investment Group, Ltd | 0 | 3,229,461 | 0 | 3,229,461 | 3,229,461 | 10.6% |
| Christian Angermayer | 0 | 3,229,461 | 0 | 3,229,461 | 3,229,461 | 10.6% |
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Sensei Biotherapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
81728A108
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 81728A108 | Schedule 13G | Page 1 of 9 |
| 1 | Names of Reporting Persons
Presight Sensei Co-Invest Fund, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
955,738 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
955,738 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
955,738 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 81728A108 | Schedule 13G | Page 2 of 9 |
| 1 | Names of Reporting Persons
Presight Sensei Co-Invest Management, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
955,738 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
955,738 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
955,738 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.1% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 81728A108 | Schedule 13G | Page 3 of 9 |
| 1 | Names of Reporting Persons
Apeiron Investment Group, Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Malta | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,229,461 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,229,461 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,229,461 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
10.6% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 81728A108 | Schedule 13G | Page 4 of 9 |
| 1 | Names of Reporting Persons
Christian Angermayer | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Federal Republic of Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,229,461 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,229,461 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,229,461 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
10.6% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 81728A108 | Schedule 13G | Page 5 of 9 |
| ITEM 1. | (a) Name of Issuer: |
Sensei Biotherapeutics, Inc. (the Issuer).
| (b) | Address of Issuers Principal Executive Offices: |
1405 Research Blvd, Suite 125
Rockville, MD 20850
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
Presight Sensei Co-Invest Fund, L.P. (Presight Co-Invest);
Presight Sensei Co-Invest Management, L.L.C. (Presight Co-Invest Management);
Apeiron Investment Group, Ltd. (Apeiron); and
Christian Angermayer.
| (b) | Address or Principal Business Office: |
The business address for (i) Presight Co-Invest and Presight Co-Invest Management is 340 South Lemon Avenue #3391 Walnut, CA 91789 and (ii) Apeiron and Christian Angermayer is Block A, Apt.12, Il-Piazzetta, Tower Road, SLM1605, Sliema, Malta.
| (c) | Citizenship of each Reporting Person is: |
Presight Co-Invest and Presight Co-Invest Management are organized under the laws of the state of Delaware. Apeiron is organized under the laws of the Malta. Mr. Angermayer is a German citizen.
| (d) | Title of Class of Securities: |
Common Stock, $0.0001 par value per share (Common Stock).
| (e) | CUSIP Number: |
81728A108
| ITEM 3. |
Not applicable.
| CUSIP No. 81728A108 | Schedule 13G | Page 6 of 9 |
| ITEM 4. | Ownership. |
| (a-c) |
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof based upon 30,596,828 shares of Common Stock outstanding as of November 5, 2021.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Presight Sensei Co-Invest Fund, L.P. | 955,738 | 3.1 | % | 0 | 955,738 | 0 | 955,738 | |||||||||||||||||
| Presight Sensei Co-Invest Management, L.L.C. | 955,738 | 3.1 | % | 0 | 955,738 | 0 | 955,738 | |||||||||||||||||
| Apeiron Investment Group, Ltd. | 3,229,461 | 10.6 | % | 0 | 3,229,461 | 0 | 3,229,461 | |||||||||||||||||
| Christian Angermayer | 3,229,461 | 10.6 | % | 0 | 3,229,461 | 0 | 3,229,461 | |||||||||||||||||
Presight Co-Invest is the record holder of 955,738 shares of Common Stock. The general partner of Presight Co-Invest is Presight Co-Invest Management, which is a wholly owned subsidiary of Apeiron. As a result, each of Apeiron and Presight Co-Invest Management may be deemed to share beneficial ownership of the securities held by Presight Co-Invest.
In addition, Apeiron is the record holder of 2,273,723 shares of Common Stock. Christian Angermayer is the majority shareholder of Apeiron and may be deemed to share beneficial ownership of the securities beneficially owned by Apeiron.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| CUSIP No. 81728A108 | Schedule 13G | Page 7 of 9 |
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 81728A108 | Schedule 13G | Page 8 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2022
| Presight Sensei Co-Invest Fund, L.P. | ||
| By: | Presight Sensei Co-Invest Management, L.L.C., its general partner | |
| By: | Apeiron Investment Group, Ltd., its sole member | |
| By: | /s/ Julien Höfer | |
| Name: | Julien Höfer | |
| Title: | Director | |
| Presight Sensei Co-Invest Management, L.L.C. | ||
| By: | Apeiron Investment Group, Ltd., its sole member | |
| By: | /s/ Julien Höfer | |
| Name: | Julien Höfer | |
| Title: | Director | |
| Apeiron Investment Group, Ltd. | ||
| By: | /s/ Julien Höfer | |
| Name: | Julien Höfer | |
| Title: | Director | |
| Christian Angermayer | ||
| /s/ Christian Angermayer | ||
| CUSIP No. 81728A108 | Schedule 13G | Page 9 of 9 |
LIST OF EXHIBITS
| Exhibit | Description | |
| 99 | Joint Filing Agreement (previously filed). | |