SenesTech, Inc. (NASDAQ:SNES) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On November 17, 2017, SenesTech, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as sole book-runner, and Craig-Hallum Capital Group, as co-manager (the “Underwriters”), relating to a firm commitment underwritten public offering (the “Offering”) of 5,400,000 shares of common stock and warrants to purchase 4,050,000 shares of common stock (the “Securities”). The Securities will be sold at a price equal to $1.00 per share of common stock, including the warrant. The warrants will have an exercise price of $1.50 per share, are exercisable immediately and will expire five years from the date of issuance.

The Company granted the Underwriters a 30-day option to purchase up to an additional 810,000 shares of common stock and warrants to purchase 607,500 shares of common stock to cover over-allotments, if any. The Securities are being offered to a registration statement on Form S-1 (File No. 333-221433) which became effective on November 16, 2017, and any related prospectus or prospectus supplement.

to the Underwriting Agreement, the Company will pay the Underwriters a commission equal to 7.0% of the gross proceeds of the offering, an advisory fee equal to 1.0% of the gross proceeds of the offering and will also issue the Underwriters a warrant (the “Underwriters’ Warrant”) to purchase an aggregate of 540,000 shares of common stock, with an exercise price of $1.50 per share, which is equal to 150% of the public offering price per share of common stock and warrant. The Underwriters’ Warrant will be exercisable at any time, and from time to time, in whole or in part, during the five year period commencing on the effective date of this offering.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to Exhibit 1.1. The prospectus relating to the offering will be filed with the Securities and Exchange Commission. Copies of the form of Underwriters’ Warrant and the form of Warrant are filed hereto as Exhibit 4.1 and Exhibit 4.2, respectively. The foregoing descriptions of the Underwriter’s Warrant and Warrant are not complete, and are qualified in their entirety by reference to Exhibit 4.1 and Exhibit 4.2, respectively.

On November 17, 2017, the Company issued a press release announcing the pricing of the public offering of common stock and warrants to purchase common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d)Exhibits

The following exhibits are being furnished herewith:

SenesTech, Inc. Exhibit
EX-1.1 2 s108217_ex1-1.htm EXHIBIT 1.1    Exhibit 1.1   SENESTECH,…
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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.