SENESTECH, INC. (NASDAQ:SNES) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On December 8, 2016, SenesTech, Inc. (the Company) entered
into an Underwriting Agreement (the Underwriting
Agreement) by and among the Company, the selling stockholders
named therein (the Selling Stockholders) and Roth Capital
Partners, LLC (Roth), as representatives of the several
underwriters named therein (the Underwriters). The
Underwriting Agreement provided for the offer and sale by the
Company (the Offering), and the purchase by the
Underwriters, of 1,875,000 shares (the Initial Securities)
of the Companys common stock, $0.001 par value (the Common
Stock), at a price to the public of $8.00 per share ($7.44
per share, net of the underwriting discount). Roth acted as sole
book-running manager and Craig Hallum Capital Group and Aegis
Capital Corp. served as co-managers for the Offering.

to the Underwriting Agreement, (i)the Company granted the
Underwriters an option for a period of 30 days to purchase up to
an additional 31,250 shares (the Company Option
Securities) of Common Stock at the same price per share and
(ii)the Selling Stockholders granted the Underwriters an option
for a period of 30 days to purchase up to an aggregate additional
250,000 shares (the Selling Stockholder Option Securities
and, together with the Company Option Securities, the Option
Securities) of Common Stock at the same price per share. Any
election by the Underwriters to purchase Option Securities will
be made in proportion to the maximum number of Option Securities
to be sold by the Company and each Selling Stockholder as set
forth in the Underwriting Agreement.

In connection with the Offering, the Company issued to Roth a
warrant that is initially exercisable for up to 187,500 shares of
common stock (the Warrant). The Warrant is exercisable at
a per share price equal to 120% of the price per share in the
Offering, or $9.60 per share, and is exercisable at any time, and
from time to time, in whole or in part, during the five-year
period commencing one year from the effective date of the
Offering. The Warrant and the shares of common stock underlying
the Warrant are subject to a 180 day lock-up. The exercise price
and number of shares issuable upon exercise of the Warrant may be
adjusted in certain circumstances, including in the event of a
stock dividend, extraordinary cash dividend or our
recapitalization, reorganization, merger or consolidation.

The material terms of the Offering are described in the
prospectus, dated December 8, 2016 (the Prospectus), filed
by the Company with the United States Securities and Exchange
Commission (the Commission) on December 8, 2016 to Rule
424(b)(4) under the Securities Act of 1933, as amended (the
Securities Act). The Offering is registered with the
Commission to a Registration Statement on Form S-1, as amended
(File No.333-213736), initially filed by the Company with the
Commission on September 21, 2016.

The Underwriting Agreement contains customary representations,
warranties and agreements of the parties, and customary
conditions to closing, obligations of the parties and termination
provisions. The Company and the Selling Stockholders have agreed
to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act, and to contribute
to payments the Underwriters may be required to make in respect
of those liabilities.

The Offering closed on December 13, 2016. As described in the
Prospectus, the Company intends to use net proceeds of
approximately $13.3 million from the Offering of the Initial
Securities, after deducting underwriting discounts and
commissions and estimated offering expenses, to commercialize and
launch the Companys first product candidate, ContraPest, in the
United States, and seeking regulatory approval, commercializing
and launching ContraPest in other countries; for further
development of ContraPest and other product candidates;for
capital expenditures associated with manufacturing ContraPest; to
fund a cash payment to the holder of all of the shares of our
Series A convertible preferred stock for its agreement to waive
all accrued dividends on the Series A convertible preferred stock
and convert all of its shares of Series A convertible preferred
stock into common stock in connection with the Offering; and the
remainder to fund working capital and general corporate purposes.
The Company intends to use the net proceeds from any sale of
Company Option Securities to fund working capital and general
corporate purposes. The Company will not receive any net proceeds
from the sale of Selling Stockholder Option Securities.

Certain of the Underwriters and their respective affiliates may
in the future, perform investment banking, commercial banking,
advisory and other services for the Company and its affiliates
from time to time for which they have received, and may in the
future receive, customary fees and expenses.

The foregoing description of the Underwriting Agreement of the
Warrant is not complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement and the
Warrant, copies of which are filed as Exhibit 1.1 and Exhibit
4.2, respectively, to this Current Report on Form 8-K and
incorporated into this Item1.01 by reference. In addition, a copy
of the Companys press release announcing the closing of the
Offering is filed with this report as Exhibit 99.1, and
incorporated into this Item1.01 by reference.

About SENESTECH, INC. (NASDAQ:SNES)

SenesTech, Inc. is a platform biotechnology company. The Company is engaged in developing a technology for managing animal pest populations through fertility control. Its approach is designed to manage food security and manage infrastructure damage, disease outbreaks, environmental contamination and other costs associated with rodent infestations. Its fertility control product candidate, ContraPest, will be marketed for use in controlling rat populations. ContraPest targets the reproductive capabilities of rodents by inducing the gradual loss of eggs in female rodents and disruption of sperm in male rodents, resulting in contraception that can progress to sterility in both females and males. The Company applies its technology to manage rats in urban and agricultural settings. It has a pipeline of fertility control and animal health products, which include ContraPest, Plant-based fertility control, Feral animal fertility control, Boar taint, and Non-Surgical Spay and Neutering.

SENESTECH, INC. (NASDAQ:SNES) Recent Trading Information

SENESTECH, INC. (NASDAQ:SNES) closed its last trading session 00.00 at 8.00 with 51,170 shares trading hands.