Item 8.01 - Other Events.

On September 6, 2022, Sesen Bio, Inc. (the "Company") announced that the U.S. District Court for the District of Massachusetts issued an order on September 2, 2022 granting preliminary approval of the proposed settlement of the previously disclosed consolidated derivative lawsuits captioned In re Sesen Bio, Inc. Derivative Litigation, Lead Case No. 1:21-cv-11538, the derivative lawsuit captioned Tang v. Sesen Bio, Inc., et al., Case No. 2281-cv-00135 and other potential related derivative claims (collectively, the "Derivative Litigation"), in accordance with the Stipulation of Settlement that the Company disclosed in a Current Report on Form 8-K dated August 30, 2022. The court has set a final settlement approval hearing for November 8, 2022 at 2:00 p.m. local time.

Copies of (i) the Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions and (ii) the Stipulation of Settlement related to the Derivative Litigation are filed with this Current Report on Form 8-K, attached as Exhibit 99.1 and 99.2, respectively, and incorporated herein by reference. The terms of the proposed settlement are more fully described in the Company's Current Report on Form 8-K dated August 30, 2022.

As disclosed on August 17, 2022, the Company has also filed a Stipulation and Agreement of Settlement to settle the previously disclosed consolidated shareholder class action captioned In re Sesen Bio, Inc. Securities Litigation, Master File No. 1:21-cv-07025-AKH (the "Securities Litigation"), which is also subject to court approval. A hearing on the motion for preliminary approval is scheduled in the U.S. District Court for the Southern District of New York on October 4, 2022 at 2:00 p.m. local time.

In May 2022, the Company initiated a process to review potential strategic alternatives with the goal of maximizing shareholder value. The Company believes that the settlements of the Derivative Litigation and the Securities Litigation, if approved, have the potential to enable a favorable strategic transaction by increasing the range and attractiveness of strategic alternatives that the Company is able to consider.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements regarding the Company's plans to review potential strategic alternatives with the goal of maximizing shareholder value and the Company's belief that the settlements of the Derivative Litigation and the Securities Litigation, if approved, have the potential to enable a favorable strategic transaction by increasing the range and attractiveness of strategic alternatives that the Company is able to consider, which are based on the Company's current expectations and inherently involve significant risks and uncertainties. The Company's actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, including the risk that the respective courts may not grant final approval of the settlements, and the risk that the Company may not be successful in identifying one or more strategic alternatives or ultimately pursuing a strategic alternative that delivers the anticipated benefits or enhances shareholder value, among other risks and uncertainties. A further description of the risks and uncertainties relating to the business of the Company is contained in the Company's most recent annual report on Form 10-K and the Company's quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the Securities and Exchange Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in its expectations.

Item 9.01 - Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.              Description

                           Notice of Pendency and Proposed Settlement of Stockholder Derivative
99.1                     Actions
                           Stipulation of Settlement for Derivative Litigation dated August 22, 2022
                         (incorporated by reference to Exhibit 99.1 to the Company's Current Report
99.2                     on Form 8-K filed on August 30, 2022)
                           Cover Page Interactive Data File (embedded within the Inline XBRL
104                      document)

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