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): January 31, 2020

 

 

 

SenesTech, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37941   20-2079805

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

 

3140 N. Caden Court, Suite 1

Flagstaff, AZ 86004

(Address of principal executive offices) (Zip Code)

 

(928) 779-4143

(Registrant’s telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ 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))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   SNES   The NASDAQ Stock Market LLC
(NASDAQ Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

(a) The Company held a Special Meeting of Stockholders (the “Special Meeting”) on Friday, January 31, 2020, in Phoenix, Arizona.

 

(b) The final results of voting for each matter submitted to a vote of stockholders at the Special Meeting are as follows:

 

Proposal 1: Amendment to Amended and Restated Certificate of Incorporation; Reverse Stock Split

 

The proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to effect a reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, by a ratio of not less than one-for-two shares and not more than one-for-twenty shares, with the exact ratio to be set at a whole number within this range by the board of directors of the Company in its sole discretion, was approved. The final voting results are set forth below:

 

For   Against   Abstentions
19,417,141   3,249,776   212,457

 

Proposal 2: Adjournment of the Special Meeting

 

The proposal to approve one or more adjournments to the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of the proposal to amend the Charter to effect the reverse stock split or to constitute a quorum, was approved. The results of the voting were as follows:

 

For   Against   Abstentions
19,498,184   3,159,449   221,741

 

Item 8.01 Other Events.

 

On February 3, 2020, the Company’s board of directors set the ratio for the Reverse Stock Split at one-for-twenty. On February 4, 2020, at 4:01 p.m. Eastern Time, the Certificate of Amendment to the Company’s Certificate of Incorporation (the “Amendment”), which the Company filed with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, will become effective. The Company’s common stock is expected to begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on Wednesday, February 5, 2020. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 81720R 208.

 

Upon the effectiveness of the Reverse Stock Split, every twenty shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The par value per share remains the same and the Reverse Stock Split will not modify the rights or preferences of the common stock. The Amendment provides that no fractional shares will be issued; the Company will round up any fractional share resulting from the reverse stock split to the nearest whole share. The Company’s transfer agent, Transfer Online, Inc., is the exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split.

 

Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 6, 2020, a copy of which is also available at www.sec.gov or at http://senestech.investorroom.com/.

 

A copy of the Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

On February 4, 2020, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

1

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.  The following exhibits are being filed herewith:

 

Exhibit
Number 		  Description
3.1   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SenesTech, Inc.
99.1   Press release, dated February 4, 2020.

 

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.

 

Date: February 4, 2020 SENESTECH, INC.
   
  By: /s/ Thomas C. Chesterman
    Thomas C. Chesterman
    Chief Financial Officer

 

 

3

 

 

Exhibit 3.1

 

CERTIFICATE OF
AMENDMENT TO
AMENDED AND
RESTATED
CERTIFICATE OF
INCORPORATION OF
SENESTECH, INC.

 

SENESTECH, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

1.      The name of the Corporation is SenesTech, Inc.

 

2.      The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved the proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the Amended and Restated Certificate of Incorporation of the Corporation as follows:

 

3.      Article IV of the Amended and Restated Certificate of Incorporation is hereby amended by deleting the last paragraph of Article IV in its entirety and adding the following paragraph as the last paragraph of such Article IV.

 

“Upon the filing and effectiveness (the “Effective Time”) of this Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Corporation, each 20 shares of the Corporation’s Common Stock, par value $0.001 per share (“Common Stock”), issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional interests as described below. Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the reverse stock split. Stockholders of record who otherwise would be entitled to receive fractional shares, will automatically be entitled to rounding up of their fractional share to the nearest whole share. No stockholders will receive cash in lieu of fractional shares. Each certificate that immediately prior to the Effective Time represented shares of Common Stock shall thereafter automatically and without the necessity of presenting the same for exchange, subject to the adjustment for fractional shares as described above, represent that number of whole shares of Common Stock into which the shares of Common Stock formerly represented such certificate shall have been combined, provided however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined.”

 

4.      The foregoing amendment shall become effective on February 4, 2020, at 4:01 p.m, Eastern Time.

 

IN WITNESS WHEREOF, SenesTech, Inc. has caused this Certificate of Amendment to be executed as of this February 4, 2020.

 

  SENESTECH, INC.
   
  By: /s/ Kenneth Siegel
    Name: Kenneth Siegel
    Title:   Chief Executive Officer

 

 

 

Exhibit 99.1

 

  

SenesTech Announces 1-for-20 Reverse Stock Split

 

PHOENIX, Ariz., February 4, 2020 -- SenesTech, Inc. (NASDAQ: SNES), announced today that it will effect a 1-for-20 reverse stock split, previously approved by the Company's Board of Directors pursuant to the authority granted by the Company’s stockholders at a special meeting held on January 31, 2020. The 1-for-20 reverse stock split will be effective as of 4:01 p.m. Eastern Time on February 4, 2020, and the Company's common stock will begin trading on a split-adjusted basis on Wednesday, February 5, 2020. The new CUSIP number for the Company’s common stock following the reverse stock split is 81720R 208.

 

Upon the effectiveness of the reverse stock split, every twenty shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The par value per share remains the same and the reverse stock split will not modify the rights or preferences of the common stock. No fractional shares will be issued; the Company will round up any fractional share resulting from the reverse stock split to the nearest whole share.

 

The Company’s transfer agent, Transfer Online, Inc., is the exchange agent for the reverse stock split and will correspond with stockholders of record regarding the reverse stock split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split.

 

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 6, 2020, a copy of which is also available at www.sec.gov or at http://senestech.investorroom.com/.

 

About SenesTech

 

SenesTech has developed and is in the process of commercializing a proprietary technology for managing animal pest populations, primarily rat populations, through fertility control. For more information visit the SenesTech website at www.senestech.com.

 

Safe Harbor Statement

 

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors and other risks identified in our filings with the Securities and Exchange Commission. Forward looking statements include, but are not limited to, statements relating to the effectiveness of the reverse stock split.  All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.

 

CONTACT:  

 

Investors: Robert Blum, Joe Dorame, Joe Diaz, Lytham Partners, LLC,

602-889-9700, senestech@lythampartners.com

 

Company: Tom Chesterman, Chief Financial Officer, SenesTech, Inc.,

928-779-4143