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): September 29, 2014

 

Sevion Therapeutics, 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)

 

 

___________________ Senesco Technologies, Inc. _____________________

(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 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 29, 2014, Senesco Technologies, Inc. changed its name to Sevion Therapeutics, Inc. (the “Company”). The name change was effected pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”). Under the DGCL, the name change did not require stockholder approval.

 

The name change does not affect the rights of the Company’s security holders. There were no other changes to the Company’s certificate of incorporation in connection with the name change. On October 3, 2014, the Company’s common stock, par value $0.01 per share, which trades on the OTCQB Marketplace, ceased trading under the ticker symbol “SNTI” and commenced trading under the ticker symbol “SVON”. Along with the ticker change, the Company's common stock has been assigned a new CUSIP number of 81834 Q 104.

 

A copy of the Certificate of Amendment effecting the name change, as filed with the Delaware Secretary of State on September 29, 2014, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 8.01   Other Events.

 

On October 3, 2014, the Company issued a press release announcing the Company’s name change and commencement of trading under the new ticker symbol.

 

A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

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 September 29, 2014.

 

     99.1 Press Release of Sevion Therapeutics, Inc. dated October 3, 2014.

 

 

 

- 2 -
 

 

SIGNATURE

 

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.

 

  SEVION THERAPEUTICS, INC.
   
   
   
Dated: October 3, 2014 By:  /s/ Ronald Martell
 

Name:

Title:

Ronald Martell
Chief Executive Officer

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SENESCO TECHNOLOGIES, INC.

 

--------------------------------------------------------------------------------

 

Pursuant to Section 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, April 1, 2013 and October 16, 2013 (effective October 21, 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 FIRST of the Charter is hereby amended to read, in its entirety, as follows:

 

“ FIRST : The name of the Corporation is Sevion Therapeutics, Inc. (the “Corporation”).”

 

FOURTH: That the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL.

 

FIFTH: This Certificate of Amendment shall be deemed effective upon its filing with the Secretary of State of the State of Delaware.

 

 

1
 

 

 

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation has been duly executed by the undersigned officer of the Corporation this 29th day of September, 2014.

 

 

SENESCO TECHNOLOGIES, INC.

 

By: /s/ Joel Brooks                                                     

Name:  Joel Brooks

Title:  Chief Financial Officer, Treasurer and Secretary

   

 

 

 

2

Exhibit 99.1

 

 

 

Sevion Therapeutics Announces New Ticker Symbol “SVON”

 

BRIDGEWATER, N.J. (October 3 rd , 2014) – Sevion Therapeutics (OTCQB: SVON), a clinical stage company which discovers, develops and acquires next-generation biologics for the treatment of cancer and immunological diseases, announced today that, on October 3, 2014, the Company’s common stock ceased trading under the ticker symbol “SNTI” and commenced trading under the ticker symbol “SVON.”

 

The ticker symbol change is part of Sevion’s corporate rebranding, which included a name change that became effective September 29, 2014. The name and ticker symbol change do not affect the rights of the Company’s security holders.

 

“As we roll out our new corporate identity, Sevion is executing on a plan to efficiently develop a pipeline of both internal and partnered, first-in-class product candidates based on our cutting edge technologies,” said Ronald Martell, chief executive officer. “Among our near term catalysts, we expect to advance two promising antibodies toward the clinic, submit results from our Phase 1 SNS01-T trial for presentation at an upcoming scientific meeting, and secure additional drug development partnerships on our pipeline and technology platforms. Another key goal is the In-license of new product candidates and synergistic technologies that are consistent with our therapeutic or scientific areas of focus. We look forward to executing on these goals in the quarters ahead in order to deliver shareholder value over the long-term.”

 

About Sevion Therapeutics

Sevion Therapeutics is a clinical stage company building and developing a portfolio of innovative therapeutics, from both internal discovery and acquisition, for the treatment of cancer and immunological diseases. The Company’s product candidates are derived from multiple key proprietary technology platforms: cell-based arrayed antibody discovery, ultralong antibody scaffolds, eIF5A apoptotic regulatory systems, and chimerasome nanocages. Sevion has leveraged these technologies to build a pipeline of innovative product candidates. For more information, please visit SevionTherapeutics.com.

 

 
 

 

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 integrate the Fabrus science and operations, including the rebranding of the Company as Sevion Therapeutics; 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 and antibody 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; and 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.

 

For Investors:

Joel Brooks Heather Branham
Chief Financial Officer 908-393-9393

info@seviontherapeutics.com

 

David Pitts, Argot Partners

(212) 600-1902

sevion@argotpartners.com

 

For Media:

Rachel Hutman

Rachel@canalecomm.com

619-849-5384