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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): November 15, 2022
SenesTech, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-37941 |
|
20-2079805 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification No.) |
23460 N. 19th Avenue, Suite 110
Phoenix, AZ |
|
85027 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (928) 779-4143
N/A
(Former name or former address, if changed since last report)
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:
| ☐ | 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 Act:
| 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 |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
October 12, 2022, our stockholders approved a proposal at a special meeting of stockholders (the “Special Meeting”)
further amending our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”),
to effect a reverse stock split of our common stock, par value $0.001 per share (“Common Stock”), at a ratio
between one-for-five (1:5) and one-for-twenty (1:20), without reducing the authorized number of shares of Common Stock. On November 15,
2022, our Reverse Split Committee of our Board of Directors approved a final split ratio of one-for-twenty (1:20). Following such approval,
we filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of
the State of Delaware to effect the reverse stock split, with an effective time of 11:59 p.m., Eastern Time on November 15, 2022.
No
fractional shares will be issued in connection with the reverse stock split. Each fractional share of Common Stock will either be (i)
rounded up to the nearest whole share of Common Stock, if such shares of Common Stock are held directly; or (ii) rounded down to the nearest
whole share of Common Stock, if such shares are subject to an award granted under our 2018 Equity Incentive Plan, in order to comply
with the requirements of Sections 409A and 424 of the Internal Revenue Code of 1986.
The new CUSIP number for the
Common Stock following the reverse stock split is 81720R 406.
The description of the Amendment
set forth above does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is
attached hereto as Exhibit 3.1(a) and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
November 15, 2022, we issued a press release announcing the reverse stock split. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General
Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, which is incorporated into this
Item 7.01, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth
by reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
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.
| Date: November 15, 2022 |
SENESTECH, INC. |
| |
|
|
|
By: | /s/ Thomas
C. Chesterman |
| |
|
Thomas C. Chesterman |
| |
|
Chief Financial Officer |
2
Exhibit 3.1(a)
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 twenty (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 November
15, 2022, at 11:59 p.m, Eastern Time. |
[Signature Page Follows]
IN WITNESS WHEREOF, SenesTech, Inc. has caused
this Certificate of Amendment to be executed as of November 15, 2022.
| |
SENESTECH, INC. |
| |
|
| |
By: |
/s/ Joel Fruendt |
| |
Name: |
Joel Fruendt |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
SenesTech Announces Reverse Stock Split
Common Stock Will Begin Trading on a Split-Adjusted
Basis on November 16, 2022
PHOENIX, Ariz., November 15, 2022 SenesTech, Inc. (NASDAQ:
SNES, “SenesTech” or the “Company”) (www.senestech.com) the rodent fertility control experts and inventors of
the only EPA registered contraceptive for male and female rats, ContraPest®, today announced that it intends to effect
a reverse stock split of its common stock at a ratio of 1 post-split share for every 20 pre-split shares. The reverse stock split will
become effective at 11:59 p.m, Eastern Time, on November 15, 2022. The Company’s common stock will continue to be traded on the
Nasdaq Capital Market under the symbol “SNES” and will begin trading on a split-adjusted basis when the market opens on November
16, 2022.
At a special meeting of stockholders held on October 12, 2022, the
Company’s stockholders granted the Company’s Board of Directors the discretion to effect a reverse stock split of the Company’s
common stock through an amendment to its Amended and Restated Certificate of Incorporation, as amended, at a ratio of not less than 1-for-5
and not more than 1-for-20, with such ratio to be determined by the Company’s Board of Directors.
At the effective time of the reverse stock split, every 20 shares of
the Company’s issued and outstanding common stock will be converted automatically into one issued and outstanding share of common
stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically
adjusted to reflect the 1-for-20 reverse stock split. It is not necessary for stockholders holding shares of the Company’s common
stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with
the reverse stock split, although stockholders may do so if they wish.
The reverse stock split will affect all stockholders uniformly and
will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock
split would result in a stockholder owning a fractional share. Any fractional share of a stockholder resulting from the reverse stock
split will either be (i) rounded up to the nearest whole share of common stock, if such shares of common stock are held directly; or (ii)
rounded down to the nearest whole share of common stock, if such shares are subject to an award granted under the Company’s 2018
Equity Incentive Plan, in order to comply with the requirements of Sections 409A and 424 of the Internal Revenue Code of 1986. The reverse
stock split will reduce the number of shares of the Company’s common stock outstanding from 12,212,950 shares to approximately 610,648
shares. Proportional adjustments will be made to the number of shares of the Company’s common stock issuable upon exercise or conversion
of SenesTech’s equity awards and warrants, as well as the applicable exercise price. Stockholders whose shares are held in brokerage
accounts should direct any questions concerning the reverse stock split to their broker. All stockholders of record may direct questions
to the Company’s transfer agent, Transfer Online, Inc., at (503) 227-2950.
About SenesTech
We are “The Pest Control
Difference” for the 21st century. We are rodent fertility control specialists fueled by our passion to create a healthy environment
by virtually eliminating rodent pest populations. We keep an inescapable truth in mind. Two rats and their descendants can be responsible
for the birth of up to 15,000 rat pups after a year. We invented ContraPest, the only U.S. EPA registered contraceptive for male and female
rats. ContraPest fits seamlessly into all integrated pest management programs, greatly improving the overall goal of effective rat management.
We strive for clean cities, efficient businesses and happy households – with a product that was designed to be effective and sustainable
without killing rats. At SenesTech, we don’t just eliminate rats. We make a better world.
For more information visit https://senestech.com/ and https://contrapeststore.com.
Safe Harbor Statement
This press release contains “forward-looking statements”
within the meaning of federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created
thereby. Such forward-looking statements include, among others, the expected timing of the reverse stock split and number of shares outstanding
after the reverse stock split. Forward-looking statements may describe future expectations, plans, results or strategies and are often,
but not always, made through the use of words such as “believe,” “may,” “future,” “plan,”
“will,” “should,” “expect,” “anticipate,” “eventually,” “project,”
“estimate,” “continuing,” “intend” and similar words or phrases. You are cautioned that such statements
are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those reflected by such
forward-looking statements. Such factors include, among others, the impacts and implications of the COVID-19 pandemic, the successful
commercialization of our products, market acceptance of our products, regulatory approval and regulation of our products and other factors
and risks identified from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form
10-K for the fiscal year ended December 31, 2021 and Registration Statement under the Securities Act of 1933 on Form S-1 filed with the
Securities and Exchange Commission on October 24, 2022. 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. Except as required by law, 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