Senomyx, Inc. (NASDAQ:SNMX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2016, Senomyx, Inc. (the Company) entered into a
purchase agreement (the Purchase Agreement) with Lincoln Park
Capital Fund, LLC (LPC), to which the Company has the right to
sell to LPC from time to time in its sole discretion up to
$14,000,000 in shares of the Companys common stock (Common Stock)
over the next 24 months, subject to certain limitations and
conditions set forth in the Purchase Agreement.

From time to time on any trading day we select, we have the
right, in our sole discretion, subject to the conditions and
limitations in the Purchase Agreement, to direct Lincoln Park to
purchase up to 250,000 shares of our common stock (each such
purchase, a Regular Purchase) over the 24-month term of the
Purchase Agreement. The purchase price of shares of Common Stock
to the Purchase Agreement will be based on the prevailing market
price at the time of sale as set forth in the Purchase Agreement.
There are no trading volume requirements or restrictions under
the Purchase Agreement. Lincoln Parks obligation under each
Regular Purchase shall not exceed $2,000,000. There is no upper
limit on the price per share that LPC must pay for our common
stock under the Purchase Agreement, but in no event will shares
be sold to Lincoln Park on a day our closing price is less than
the floor price as set forth in the Purchase Agreement.

Both the amount and frequency of the Regular Purchases can be
increased upon the mutual agreement of us and LPC. The Company
will control the timing and amount of any sales of Common Stock
to LPC. In addition, the Company may direct LPC to purchase
additional amounts as accelerated purchases if on the date of a
regular purchase the closing sale price of the Common Stock is
not below $0.50.

The Company has agreed with LPC that we will not enter into any
variable rate transactions with any third party from the date of
the Purchase Agreement until the expiration of the 24-month
period following the date of the Purchase Agreement, subject to
certain exceptions.

The Purchase Agreement contains customary representations,
warranties and agreements of the Company and LPC, limitations and
conditions to completing future sale transactions,
indemnification rights and other obligations of the parties.
Actual sales of shares of Common Stock to LPC under the Purchase
Agreement will depend on a variety of factors to be determined by
the Company from time to time, including (among others) market
conditions, the trading price of the Common Stock and
determinations by the Company as to other available and
appropriate sources of funding for the Company.

We have the right to terminate the Purchase Agreement at any
time, at no cost to us. As consideration for entering into the
Purchase Agreement, we are issuing to LPC 294,118 shares of our
common stock as Commitment Shares.

LPC does not have the right to terminate the Purchase Agreement
upon any of the events of default as set forth in the Purchase
Agreement; however, during an event of default, all of which are
outside the control of LPC, shares of our common stock cannot be
sold by us or purchased by LPC under the terms of the Purchase
Agreement.

The offer and sale of the shares under the Purchase Agreement was
made to the Companys registration statement on Form S-3 (SEC File
No. 333-197775), which was declared effective by the SEC on
August 11, 2014, and to the prospectus supplement filed on
December 22, 2016.

We intend to use the net proceeds from this offering to fund our
research and development efforts, including for our natural
programs, invest in our direct sales effort and for general
corporate purposes, including working capital. We may also use a
portion of the net proceeds from this offering to acquire or
invest in complementary businesses, technologies or other
intellectual property, although we have no present commitments or
agreements to do so.

The foregoing description of the terms and conditions of the
Purchase Agreement with Lincoln Park does not purport to be
complete and is qualified in their entirety by the full text of
the Purchase Agreement, which is attached hereto as Exhibit 10.1
and incorporated herein by reference.

The Company is filing the opinion of its counsel, Cooley LLP,
relating to the legality of the shares of common stock offered
and sold to the Purchase Agreement, as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

About Senomyx, Inc. (NASDAQ:SNMX)

Senomyx, Inc. is focused on using taste receptor technologies to discover, develop and commercialize flavor ingredients for the packaged food, beverage and ingredient supply industries. The Company operates through development and commercialization of flavor ingredients segment. It is engaged in the discovery, development and/or commercialization of flavor ingredients through over five programs. The Sweet Taste Program is focused on developing flavor ingredients or discovering natural sweeteners. The Savory Flavor Program is focused at flavor ingredients to be used in product categories, such as ready meals, sauces, soups and snack foods. The Bitter Blocker Program is focused on flavor ingredients used in products that contain bitter tastants. The Cooling Taste Program is focused at flavor ingredients used in products that consist of cooling agents. The salt taste modifier program is focused on reduction of the level of salt contained in packaged food and beverage products.

Senomyx, Inc. (NASDAQ:SNMX) Recent Trading Information

Senomyx, Inc. (NASDAQ:SNMX) closed its last trading session up +0.019 at 0.870 with 464,699 shares trading hands.