Sensei Biotherapeutics Inc 2025年度报告

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ As of June 30, 2025 (the last business day of the Registrant’s second fiscal quarter), the Registrant’s aggregate market value of its voting common equityheld by non-affiliates was approximately $7.1 million based on the closing sale price of $8.58 per share as reported on the Nasdaq Capital Market on thatdate. The number of shares of Registrant’s Common Stock outstanding as of March 23, 2026 was 1,340,281. DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrant’s definitive proxy statement, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, for its 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities94Item 6.Reserved95Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations96Item 7A.Quantitative and Qualitative Disclosures About Market Risk105Item 8.Financial Statements and Supplementary Data105Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure105Item 9A.Controls and Procedures105Item 9B.Other Information106Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections106 PART III Item 10.Directors, Executive Officers and Corporate Governance108Item 11.Executive Compensation108Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters108Item 13.Certain Relationships and Related Transactions, and Director Independence108Item 14.Principal Accounting Fees and Services108 PART IV Item 15.Exhibits, Financial Statement Schedules109Item 16Form 10-K Summary111 Cautionary Notice Regarding Forward-Looking Statements All statements other than statements of historical fact included in this Annual Report on Form 10-K, or the Report,including, without limitation, statements under “Business” and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” regarding our financial position, business strategy and the plans andobjectives of management for future operations, are forward-looking statements. When used in this Report, wordsand phrases such as “aim,” “anticipate,” “assume,” “believe,” “can,” “continue,” “could,” “designed to,” “estimate,”“evaluate,” “expect,” “explore,” “intend,” “intended to,” “likely,” “may,” “might,” “objective,” “ongoing,” “plan,”“potential,” “predict,” “project,” “pursue,” “seek,” “should,” “to be,” “will,” and “would,” or the n