UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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 1.01. Entry into a Material Definitive Agreement.
The disclosure provided in Item 8.01 of this Current Report on Form 8-K relating to the Purchase Agreement (as defined below) is hereby incorporated by reference into this Item 1.01.
Item 8.01. Other Events.
On November 16, 2022, we completed a public offering (the “Offering”) of (i) 67,572 shares of our common stock, par value $0.001 per share (the “Common Stock”), together with five-year Series A warrants (the “Series A Warrants”) to purchase 67,572 shares of Common Stock at an exercise price of $3.165 per share and thirteen-month Series B warrants (the “Series B Warrants,” and together with the Series A Warrants, the “Series Warrants”) to purchase 67,572 shares of Common Stock at an exercise price of $3.165 per share, for a public offering price of $3.50 per share of Common Stock and related Series Warrants; and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,361,000 shares of Common Stock at an exercise price of $0.0001 per share, together with Series A Warrants to purchase 1,361,000 shares of Common Stock at an exercise price of $3.165 per share and Series B Warrants to purchase 1,361,000 shares of Common Stock at an exercise price of $3.165 per share, for a public offering price of $3.4999 per Pre-Funded Warrant and related Series Warrants; for aggregate gross proceeds of $4,999,865.90 (or $5,000,002.00 assuming the full exercise of the Pre-Funded Warrants).
Subject to certain limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.0001 per share of Common Stock any time until all of the Pre-Funded Warrants are exercised in full. A holder will not have the right to exercise any portion of the Series Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or 9.99% for Pre-Funded Warrants) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series Warrants or the Pre-Funded Warrants, respectively. However, upon notice from the holder to us, the holder may increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series Warrants or the Pre-Funded Warrants, respectively, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to us.
As compensation to H.C. Wainwright & Co., LLC (the “Placement Agent”), as the exclusive placement agent in connection with the Offering, we paid the Placement Agent a cash fee equal to 7.5% of the aggregate gross proceeds raised in the Offering, plus a management fee equal to 1.0% of the aggregate gross proceeds raised in the Offering and up to $40,000 or 3% of the aggregate gross proceeds of the Offering, reimbursement of reasonable and documented out-of-pocket expenses, including legal fees of up to $100,000, and reimbursement of closing costs, including reimbursement of the out-of-pocket costs of the clearing agent, in an amount of up to $15,950. We also issued to designees of the Placement Agent warrants to purchase 107,143 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Series Warrants, except that the Placement Agent Warrants have an exercise price equal to $4.375 per share and expire on the fifth anniversary from the date of the commencement of sales in the Offering.
In connection with the Offering, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a purchaser identified on the signature pages thereto (the “Purchaser”) on November 16, 2022. The Purchase Agreement contained customary representations and warranties and agreements of us and the Purchaser and customary indemnification rights and obligations of the parties.
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The shares of Common Stock, Series Warrants, Pre-Funded Warrants, and the Placement Agent Warrants described above were offered pursuant to the Registration Statement on Form S-1 (File No. 333-267991), as amended, which was declared effective by the Securities and Exchange Commission on November 16, 2022.
We received net proceeds of approximately $4.25 million from the Offering, after deducting the estimated Offering expenses payable by us, including the Placement Agent fees. We intend to use the net proceeds from the Offering for general corporate purposes, including research and development expenses, capital expenditures, working capital and general and administrative expenses, and potential acquisitions of or investments in businesses, products and technologies that complement our business, although we have no present commitments or agreements to make any such acquisitions or investments as of the date of this prospectus.
The forms of the Purchase Agreement, the Series Warrants, the Pre-Funded Warrant, the Placement Agent Warrant, and the Securities Purchase Agreement are filed as exhibits to our Registration Statement on Form S-1/A, filed with the SEC on November 15, 2022, and are incorporated herein by reference.
On November 16, 2022, we issued a press release announcing the pricing of the Offering. On November 18, 2022, we issued a press release announcing the closing of the Offering. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2, respective, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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.
| Date: November 18, 2022 | SENESTECH, INC. | |
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By: | /s/ Thomas C. Chesterman |
| Thomas C. Chesterman | ||
| Chief Financial Officer | ||
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Exhibit 99.1
SenesTech, Inc. Announces Pricing of $5 Million Public Offering
PHOENIX, Ariz., November 16, 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 announced the pricing of a public offering of up to 1,428,572 shares of its common stock (or pre-funded warrants in lieu thereof), Series A warrants to purchase up to 1,428,572 shares of its common stock (“Series A Warrants”), and Series B warrants to purchase up to 1,428,572 shares of its common stock (“Series B Warrants”, together with Series A Warrants, collectively the “Series Warrants”), at an offering price to the public of $3.50 per share (or pre-funded warrant in lieu thereof) and associated Series Warrants. The Series A Warrants will have an exercise price of $3.165 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance. The Series B Warrants will have an exercise price of $3.165 per share, are exercisable immediately upon issuance, and will expire thirteen months following the date of issuance. The closing of the offering is expected to occur on or about November 18, 2022, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering are expected to be approximately $5 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes.
The Company also has agreed that certain existing warrants to purchase up to an aggregate of (i) 27,430 shares of common stock at an exercise price of $44.32 and an expiration date of July 29, 2026 and (ii) 85,034 shares of common stock at an exercise price of $34.50 and an expiration date of April 27, 2026 will be amended effective upon the closing of the offering so that the amended warrants will have a reduced exercise price of $3.165 per share and will expire five years following the closing of the offering.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-267991) originally filed with the Securities and Exchange Commission (“SEC”) on October 24, 2022 and became effective on November 16, 2022. The public offering is being made only by means of a prospectus, which forms a part of the effective registration statement. When available, electronic copies of the final prospectus may be obtained for free on the SEC’s website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About SenesTech
We are “The Pest Control Difference” for the 21st century. We are rodent fertility control specialists fueled by our passion to create a healthy environment by virtually eliminating rodent 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 rat 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 don’t just eliminate rats. We make a better world.
For more information visit https://senestech.com/ and https://contrapeststore.com.
Safe Harbor Statement
This press release may contain certain statements relating to future results which are forward-looking statements. These forward-looking statements are subject to risks and uncertainties including, among other things, the completion of the public offering, the satisfaction of customary closing conditions related to the public offering and the intended use of proceeds therefrom. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements, depending on factors including risks and uncertainties related to market and other conditions; whether the contemplated offering will be successful and whether the Company will be able to regain and maintain compliance with Nasdaq’s continued listing criteria; the size of the potential markets for the Company’s product candidates and its ability to service those markets; and the Company’s current and future capital requirements and its ability to raise additional funds to satisfy its capital needs. Additional information concerning the Company and its business, including a discussion of factors that could materially affect the Company’s financial results are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors,” as well as the Company’s subsequent filings with the SEC. All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware, except as required by law.
CONTACT:
Investors: Robert Blum, Joe Dorame, Joe Diaz, Lytham Partners, LLC,
602-889-9700, [email protected]
Company: Tom Chesterman, Chief Financial Officer, SenesTech, Inc.,
928-779-4143
Exhibit 99.2
SenesTech, Inc. Announces Closing of $5 Million Public Offering
PHOENIX, Ariz., November 18, 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 announced the closing of its previously announced public offering of 1,428,572 shares of its common stock (or pre-funded warrants in lieu thereof), Series A warrants to purchase up to 1,428,572 shares of its common stock (“Series A Warrants”), and Series B warrants to purchase up to 1,428,572 shares of its common stock (“Series B Warrants”, together with Series A Warrants, collectively the “Series Warrants”), at an offering price to the public of $3.50 per share (or pre-funded warrant in lieu thereof) and associated Series Warrants. The Series A Warrants have an exercise price of $3.165 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance. The Series B Warrants have an exercise price of $3.165 per share, are exercisable immediately upon issuance, and will expire thirteen months following the date of issuance.
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering were approximately $5 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes.
The Company also agreed to have certain existing warrants to purchase up to an aggregate of (i) 27,430 shares of common stock at an exercise price of $44.32 and an expiration date of July 29, 2026 and (ii) 85,034 shares of common stock at an exercise price of $34.50 and an expiration date of April 27, 2026 be amended effective upon the closing of the offering. The amended warrants have a reduced exercise price of $3.165 per share and will expire five years following the closing of the offering.
The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-267991) originally filed with the Securities and Exchange Commission (“SEC”) on October 24, 2022 and became effective on November 16, 2022. The public offering was made only by means of a prospectus, which is part of the effective registration statement. Electronic copies of the final prospectus may be obtained for free on the SEC’s website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About SenesTech
We are “The Pest Control Difference” for the 21st century. We are rodent fertility control specialists fueled by our passion to create a healthy environment by virtually eliminating rodent 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 rat 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 don’t just eliminate rats. We make a better world.
For more information visit https://senestech.com/ and https://contrapeststore.com.
Safe Harbor Statement
This press release may contain certain statements relating to future results which are forward-looking statements. These forward-looking statements are subject to risks and uncertainties including, among other things, the intended use of proceeds from the public offering. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements, depending on factors including risks and uncertainties related to market and other conditions; whether the contemplated offering will be successful and whether the Company will be able to regain and maintain compliance with Nasdaq’s continued listing criteria; the size of the potential markets for the Company’s product candidates and its ability to service those markets; and the Company’s current and future capital requirements and its ability to raise additional funds to satisfy its capital needs. Additional information concerning the Company and its business, including a discussion of factors that could materially affect the Company’s financial results are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors,” as well as the Company’s subsequent filings with the SEC. All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware, except as required by law.
CONTACT:
Investors: Robert Blum, Joe Dorame, Joe Diaz, Lytham Partners, LLC,
602-889-9700, [email protected]
Company: Tom Chesterman, Chief Financial Officer, SenesTech, Inc.,
928-779-4143