8-K
SenesTech, Inc. (SNES)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2022
SenesTech, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-37941 | 20-2079805 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) | |
| 23640 N. 19th Avenue, Suite 110 | ||
| --- | --- | |
| Phoenix, AZ | 85027 | |
| (Address of principal executive offices) | (Zip Code) |
(928) 779-4143
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $0.001 per Share | SNES | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directorsor Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2022, in connection with Joel L. Fruendt’s previously announced appointment as our Chief Executive Officer, we made an inducement grant to Mr. Fruendt outside of our 2018 Equity Incentive Plan, which consisted of (i) 18,799 restricted stock units (“RSUs”) of our common stock and (ii) time-based stock options (“Options”) to purchase 71,500 shares of our common stock. The RSUs will vest quarterly over a 12-month period, with one quarter of the RSUs vesting each quarter. The Options will vest monthly over a three-year period and have a five-year term. The Options will have an exercise price of $2.66 per share, equal to the per share closing price of our common stock as reported by Nasdaq on December 14, 2022. The grants were approved by the Compensation Committee of our Board of Directors as inducements material to Mr. Fruendt entering into employment with our company in accordance with Nasdaq Listing Rule 5635(c)(4).
Item 8.01.Other Events.
On December 14, 2022, we also made inducement grants outside of our 2018 Equity Incentive Plan to two other newly hired employees, which consisted of Options to purchase an aggregate of 27,500 shares of our common stock. The Options will vest monthly over a three-year period and have a five-year term. The Options will have an exercise price of $2.66 per share, equal to the per share closing price of our common stock as reported by Nasdaq on December 14, 2022. The grants were approved by the Compensation Committee of our Board of Directors as inducements material to the two newly hired employees entering into employment with our company in accordance with Nasdaq Listing Rule 5635(c)(4).
On December 20, 2022, we issued a press release regarding the foregoing inducement grants. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Exhibits |
|---|---|
| 99.1 | Press Release dated December 20, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SENESTECH, INC. | ||
|---|---|---|
| Date: December 20, 2022 | By: | /s/ Thomas C. Chesterman |
| Thomas C. Chesterman | ||
| Chief Financial Officer |
2
Exhibit 99.1
SenesTech Reports Inducement Grants Under NasdaqListing Rule 5635(c)(4)
PHOENIX, Ariz., December 20, 2022 SenesTech, Inc. (NASDAQ: SNES, “SenesTech” or the “Company”), (www.senestech.com) the rodent fertility control experts and inventors of the only EPA registered contraceptive for male and female rats, ContraPest®, today reported the grant of inducement equity awards outside of the Company’s 2018 Equity Incentive Plan to Joel Fruendt, its newly appointed Chief Executive Officer and two other newly hired employees. The grants were approved by the Compensation Committee of the Board of Directors as inducements material to Mr. Fruendt and two others entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).
The inducement grant to Mr. Fruendt consisted of (i) 18,799 restricted stock units (RSUs) of SenesTech’s common stock and (ii) time-based stock options (Options) to purchase 71,500 shares of SenesTech’s common stock. The RSUs will vest quarterly over a 12-month period, with one quarter of the RSUs vesting each quarter. The Options shall vest monthly over a three-year period and have a five-year term. The Options will have an exercise price of $2.66 per share, equal to the per share closing price of SenesTech’s common stock as reported by Nasdaq on December 14, 2022.
The inducement grant to two other newly hired employees, Dan Palasky, Chief Technical Officer, and Alice Myton, VP and Corporate Controller, consist of Options to purchase 26,500 and 1,000 shares of SenesTech’s common stock, respectively. The Options shall vest monthly over a three-year period and have a five-year term. The Options will have an exercise price of $2.66 per share, equal to the per share closing price of SenesTech’s common stock as reported by Nasdaq on December 14, 2022.
About SenesTech
We are the experts in rat fertility control. Our passion is to create a healthy environment by better controlling rat pest populations. We keep an inescapable truth in mind. Two rats and their descendants can be responsible for the birth of up to 15,000 pups after a year. We invented ContraPest, the only U.S. EPA registered contraceptive for male and female rats. ContraPest fits seamlessly into all integrated pest management programs, greatly improving the overall goal of effective rat management. We strive for clean cities, efficient businesses, and happy households – with a product that was designed to be effective and sustainable without killing rats. At SenesTech, we are committed to improving the health of the world by humanely managing animal populations through fertility control.
For more information visit https://senestech.com/ and https://contrapeststore.com.
CONTACT:
Investors: Robert Blum, Joe Dorame, Joe Diaz, Lytham Partners, LLC,
602-889-9700, senestech@lythampartners.com
Company: Tom Chesterman, Chief Financial Officer, SenesTech, Inc.,
928-779-4143