SenesTech, Inc. (NASDAQ:SNES) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.
Securities Purchase Agreement
On March 4, 2020, SenesTech, Inc. (the “Company”) entered into a securities purchase agreement with an institutional investor (the “Purchase Agreement”), to which the Company agreed to sell, in a registered direct offering, 176,372 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $3.005 per share (the “Offering”) for gross proceeds to the Company of approximately $0.5 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. to the Purchase Agreement, in a concurrent private placement, the Company also agreed to issue and sell warrants (the “Warrants”) exercisable for up to 176,372 shares of Common Stock (the “Warrant Shares”), which represents 100% of the shares of Common Stock sold in the Offering, with an exercise price of $2.88 per Warrant Share (the “Private Placement”). The Warrants will be exercisable immediately following the date of issuance and will expire five and one-half years following the date of issuance, subject to customary adjustment as set forth in the Warrants. The Warrants and the Warrants Shares have not been registered with the Securities and Exchange Commission (“SEC”).
The Offering and Private Placement are expected to close on or about March 6, 2020 (the “Closing Date”), subject to satisfaction of customary closing conditions.
The 176,372 shares of Common Stock sold in the Offering (but not the Warrants or the Warrant Shares) were offered and sold to a prospectus, dated August 24, 2018, and a prospectus supplement, dated March 6, 2020, in connection with a takedown from the Company’s shelf registration statement (“Registration Statement”) on Form S-3 (File No. 333-225712).
The issuance and sale of the Warrants to the Purchase Agreement and the issuance and sale of the Warrant Shares upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), are not being offered to the Registration Statement and are being offered to the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
The Company has agreed to file a registration statement on Form S-1 (or other appropriate form) for the resale by the purchasers of the Warrant Shares issued and issuable upon exercise of the Warrants within 30 calendar days of the date of the Purchase Agreement. The Company will use commercially reasonable efforts to cause such registration to become effective within 60 days (or in the event of a full review by the SEC, 90 days) and following the Closing Date, and to keep such registration statement effective at all times until all the Warrants have been exercised and all the Warrant Shares have become eligible for resale to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.
In connection with the Offering, the Company agreed to pay the placement agent a cash fee equal to 7.5% of the gross proceeds of the Offering, a management fee of 1% of the gross proceeds of the Offering, a non-accountable expense allowance of $10,000 and clearing expenses of $12,900. The Company also agreed to issue the placement agent warrants to purchase up to 7.5% of the aggregate number of shares of Common Stock sold in the Offering, or 13,228 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Warrants, except that they will have a term of five years from the effective date of the Offering and an exercise price per share of $3.7563 per share. The Placement Agent Warrants, and the shares of Common Stock issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, (ii) have been qualified by certain disclosures made to the purchasers in the disclosure schedule delivered in connection with the Purchase Agreement, and (iii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The foregoing description of the Purchase Agreement, the Warrants and the Placement Agent Warrants are not complete and are qualified in their entirety by references to the full text of the Form of Purchase Agreement, the Form of Warrant, and the Form of Placement Agent Warrant which are filed as exhibits to this report and are incorporated by reference herein.
A copy of the opinion of Perkins Coie LLP relating to the validity of the Common Stock issued in the Offering is filed herewith as Exhibit 5.1.
Item 3.02. Unregistered Sales of Equity Securities
The disclosures in Item 1.01 of this Current Report on Form 8-K regarding the Warrants, the Warrant Shares, the Placement Agent Warrants and the shares issuable thereunder are incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Form of Warrant. |
| 4.2 | Form of Placement Agent Warrant. |
| 5.1 | Opinion of Perkins Coie LLP. |
| 10.1* | Form of Securities Purchase Agreement, dated as of March 4, 2020, between the Company and the purchaser thereto. |
| 23.1 | Consent of Perkins Coie LLP (contained in Exhibit 5.1 hereto). |
| * | Schedules have been omitted to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities and Exchange Commission upon request. |
SenesTech, Inc. Exhibit
EX-4.1 2 ea119372ex4-1_senestech.htm FORM OF WARRANT Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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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.