UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 21, 2013
Senesco Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-31326 | 84-1368850 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 721 Route 202/206, Suite 130, Bridgewater, NJ | 08807 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (908) 864-4444 |
|
(Registrant's telephone number, including area code) |
|
Not applicable (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
| Item 8.01 | Other Events. |
On August 23, 2013, Senesco Technologies, Inc. (the “Company”) filed a current report on Form 8-K announcing the results of its Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved a proposal that authorized the Company’s Board of Directors, in its discretion, to effect a reverse stock split of the Company’s outstanding common stock, par value $0.01 per share (“Common Stock”), up until June 30, 2014, at any ratio up to 1- for-100.
On, September 30, 2013, the Company’s Board of Directors approved the implementation of a reverse stock split at a ratio of 1-for-100 shares (the “Reverse Stock Split”). On October 16, 2013, the Company filed an Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to effect the Reverse Stock Split of the Common Stock, to be effective as of 9:00 a.m. on October 21, 2013 (the “Effective Date”). As of the Effective Date, every one hundred shares of “old” Common Stock will be converted into one “new” share of Common Stock. Following the Reverse Stock Split, the “new” shares of Common Stock will begin trading on the OTCQB Marketplace, operated by the OTC Markets Group, upon the open of trading on October 21, 2013 with the symbol SNTI.D. After 20 business days, the symbol will revert back to SNTI.
The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 306,737,542 shares on October 18, 2013 to approximately 3,067,000 shares. Additionally, the Reverse Stock Split will affect the conversion ratio for all instruments convertible into shares of the Company’s Common Stock including the outstanding shares of preferred stock, options and warrants.
As a result of the Reverse Stock Split, holders of certificates representing shares of “old” Common Stock prior to the effective date have the right to receive, upon surrender of those certificates, “new” shares of Common Stock at the ratio of one share of “new” Common Stock for every one hundred shares of “old” Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, holders of “old” shares of Common Stock who otherwise would have received fractional shares will receive an amount in cash equal to the value of such fractional shares based on the closing price of the Company’s Common Stock on October 18, 2013.
Each stockholder’s percentage ownership interest in the Company and the proportional voting power remain unchanged after the Reverse Stock Split, except for minor changes and adjustments resulting from rounding of fractional interests. The rights and privileges of the holders of the Common Stock are unaffected by the Reverse Stock Split.
Existing stockholders holding Common Stock certificates will receive a Letter of Transmittal from the Company’s transfer agent, American Stock Transfer & Trust, with specific instructions regarding the exchange of shares. Questions regarding this exchange process can be addressed by contacting American Stock Transfer & Trust.
On October 18, 2013, the Company issued a press release regarding the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this report.
The foregoing description is qualified by reference to the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, filed as Exhibit 3.1 to his report.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 16, 2013. |
| 99.1 | Press Release of Senesco Technologies, Inc. dated as of October 18, 2013. |
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.
| SENESCO TECHNOLOGIES, INC. | |||
| Dated: October 21, 2013 | By: | /s/ Leslie J. Browne, Ph.D. | |
| Name: Leslie J. Browne, Ph.D. | |||
| Title: President and Chief Executive Officer | |||
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SENESCO TECHNOLOGIES, INC.
Pursuant to Sections 228 and 242
of the
Delaware General Corporation Law
Senesco Technologies, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”);
DOES HEREBY CERTIFY THAT:
FIRST: The name of the corporation (hereinafter, the “Corporation”) is:
Senesco Technologies, Inc.
SECOND: The Amended and Restated Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of Delaware on January 22, 2007 (the “Restated Certificate”), a Certificate of Amendment of the Restated Certificate was filed with the office of the Secretary of State of Delaware on each of December 13, 2007, September 22, 2009, May 25, 2010, December 22, 2011 and April 1, 2013 and two Certificates of Designations were filed with the office of the Secretary of State of Delaware on March 31, 2010 (the “Amendment” together with the Restated Certificate, the “Charter”).
THIRD: The Charter is hereby amended as follows:
(a) Article FOURTH of the Charter is hereby supplemented by addition of the following:
“Effective as of the date and time set forth below (the “Effective Time”), each 100 shares of Common Stock issued and outstanding at such time (“Existing Common Stock”) shall be and hereby are automatically reclassified and changed into one share of Common Stock (“New Common Stock”), provided that no fractional shares of New Common Stock shall be issued, and in lieu of a fractional share of New Common Stock to which any holder is entitled, such holder shall receive a cash payment in an amount to be determined by multiplying the fractional share by the fair market value of a share of New Common Stock at the Effective Time (the “Reverse Split”). Shares of Common Stock that were outstanding prior to the Effective Time, and that are not outstanding after and as a result of the Reverse Split, shall resume the status of authorized but unissued shares of Common Stock.
“From and after the Effective Time, the term “New Common Stock” as used in this Article IV shall mean Common Stock as provided in this Amended and Restated Certificate of Incorporation. The par value of the New Common Stock shall be $0.01 per share.”
FOURTH: That the foregoing amendments have been duly adopted in accordance with the provisions of Sections 228 and 242 of the DGCL.
FIFTH: This Certificate of Amendment shall become effective as of October 21, 2013 at 9:00 a.m. Eastern Time.
IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation has been duly executed by the undersigned officer of the Corporation this 16th day of October, 2013.
|
SENESCO TECHNOLOGIES, INC.
By: /s/ Joel Brooks Name: Joel Brooks Title: Chief Financial Officer, Treasurer and Secretary |
|
Senesco Announces Reverse Stock Split
BRIDGEWATER, N.J. (October 18, 2013) – Senesco Technologies, Inc. ("Senesco" or the "Company") (OTCQB: SNTI) today announced a 1-for-100 reverse split of its issued and outstanding shares of common stock. Trading will begin on a post-split basis at the opening of the OTCQB marketplace on October 21 under the symbol SNTID. After 20 trading days, the symbol will revert back to SNTI. Stockholders will receive cash in lieu of fractional shares following the split.
"By completing this reverse stock split, we expect to gain broader access to the institutional investment community and to take one of the necessary steps toward re-listing on a major exchange. This strengthened position will provide the availability of common stock necessary to fund future transactions which could enable us to become a more diversified biotechnology company," said Leslie J. Browne, Ph.D., President and CEO of Senesco "We believe that these steps will help us to build value beyond our SNS01-T program."
About Senesco Technologies, Inc.
Senesco Technologies is a clinical-stage biotech company specializing in cancer therapeutics. Its proprietary gene regulation technology has demonstrated the ability to eliminate cancerous cells and protect healthy cells from premature death. The Company is currently in a phase 1b/2a trial with a product that treats B-cell cancers, which include multiple myeloma, chronic lymphocytic leukemia, and non-Hodgkin’s B-cell lymphomas. Trial sites include Mayo Clinic and the Fred Hutchinson Cancer Research Center in Seattle. The technology was developed over the last 15 years through the discovery that the genetic pathway for cell growth control is common to both plants and humans.
Forward-Looking Statements
Certain statements included in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from such statements expressed or implied herein as a result of a variety of factors, including, but not limited to: the Company’s ability to continue as a going concern; the Company’s ability to recruit patients for its clinical trial; the ability of the Company to consummate additional financings; the development of the Company’s gene technology; the approval of the Company’s patent applications; the current uncertainty in the patent landscape surrounding small inhibitory RNA and the Company’s ability to successfully defend its intellectual property or obtain the necessary licenses at a cost acceptable to the Company, if at all; the successful implementation of the Company’s research and development programs and collaborations; the success of the Company's license agreements; the acceptance by the market of the Company’s products; the timing and success of the Company’s preliminary studies, preclinical research and clinical trials; competition and the timing of projects and trends in future operating performance, the quotation of the Company’s common stock on an over-the-counter securities market, as well as other factors expressed from time to time in the Company’s periodic filings with the Securities and Exchange Commission (the "SEC"). As a result, this press release should be read in conjunction with the Company’s periodic filings with the SEC. The forward-looking statements contained herein are made only as of the date of this press release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Contact:
Dave Gentry
RedChip Companies, Inc.
Tel: 1-800-RED-CHIP (733-2447), ext. 104
Email: info@redchip.com
| Joel Brooks | Heather Branham |
| Chief Financial Officer | 908-393-9393 |
| info@senesco.com |