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): June 17, 2021 (June 16, 2021)
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.) |
23460 N. 19th Avenue, Suite 110
Phoenix, AZ 85027
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 16, 2021, the Board of Directors (the “Board”) of SenesTech, Inc. (the “Company”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws Amendment”), effective immediately. The Bylaws Amendment amended Section 2.6 of Article II of the Amended and Restated Bylaws to reduce the quorum requirements of all meetings of the stockholders of the Company from a majority to the holders of one third (1/3) of the stock issued and outstanding and entitled to vote. The description of the Bylaws Amendment is qualified in its entirety by reference to the Amendment No. 1 to the Amended and Restated Bylaws of the Company, as set forth in Exhibit 3.2 to this Report on Form 8-K and incorporated in this item by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.2 | Amendment No. 1 to the Amended and Restated Bylaws of the Company, dated June 16, 2021 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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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: June 17, 2021
| SENESTECH, INC. | ||
| By: | /s/ Thomas C. Chesterman | |
| Thomas C. Chesterman | ||
| Chief Financial Officer | ||
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Exhibit 3.2
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
SENESTECH, INC.
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS of SENESTECH, INC, a Delaware corporation (the “Corporation”), is made as of this 16th day of June, 2021.
ONE: Section 2.6 of the Amended and Restated Bylaws (the “Bylaws”) of the Corporation is hereby amended and restated as follows:
“2.6 QUORUM
The holders of one third (1/3) of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate vote by a class or series or classes or series is required, one third (1/3) of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.
If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”
TWO: Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect.
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SENESTECH, INC.
CERTIFICATE OF ADOPTION OF AMENDMENT NO. 1 TO
AMENDED AND RESTATED BYLAWS
The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary or Assistant Secretary of SenesTech, Inc., a Delaware corporation, and that the foregoing Amendment No. 1 to the Bylaws constitutes the entire amendment to the Bylaws as duly adopted by the Board of Directors by unanimous written consent on June 16, 2021.
Executed on June 16, 2021.
| /s/ Kim Wolin | |
| Kim Wolin, Secretary |
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