UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

  x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018

 

OR

 

  ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission file number: 001-37941

 

SENESTECH, INC.

(Exact name of registrant as specified in its charter)

Delaware   20-2079805
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification Number)

 

3140 N. Caden Court, Suite 1, Flagstaff, AZ 86004

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (928) 779-4143

 

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

 

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

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨     No   x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act.    Yes   ¨     No   x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  ¨ Smaller reporting company  x Emerging growth company  x

 

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. x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨     No   x

 

The aggregate market value of the registrant’s common stock held by non-affiliates on June 29, 2018 (the last business day of the registrant’s most recently completed second fiscal quarter) as reported by The NASDAQ Capital Market on such date was approximately $26,395,959. There were 18,040,497 shares of the registrant’s common stock outstanding on June 29, 2018.

 

The number of shares of common stock outstanding as of March 29, 2019: 23,560,864

 

 

 

 

EXPLANATORY NOTE

 

SenesTech, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on March 29, 2019 (the “2018 Annual Report”) solely to include Exhibit 10.3, SenesTech, Inc. 2018 Equity Incentive Plan and forms of agreement thereunder, Exhibit 21.1, Subsidiaries of the Registrant and 23.1, Consent of Independent Registered Public Accounting Firm, inadvertently omitted from the previously filed 2018 Annual Report.

 

Except as described above, no other changes have been made to the 2018 Annual Report, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the 2018 Annual Report. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the 2018 Annual Report.

   

EXHIBITS

 

  Exhibit         Filed or
Furnished  		  Incorporated by Reference
Number   Description   Herewith   Form   Filing Date   Exhibit   File No.
     3.1   Amended and Restated Certificate of Incorporation       S-1/A   10/20/2016   3.3   333-213736
     3.2   Amended and Restated Bylaws       S-1   9/21/2016   3.5   333-213736
   10.1(1)   SenesTech, Inc. 2008 – 2009 Non-Qualified Stock Option Plan and form of agreement thereunder       S-1   9/21/2016   10.1   333-213736
   10.2(1)   SenesTech, Inc. 2015 Equity Incentive Plan and forms of agreement thereunder       S-1   9/21/2016   10.2   333-213736
   10.3(1)   SenesTech, Inc. 2018 Equity Incentive Plan and forms of agreement thereunder        DEF 14A   4/30/2018   Annex A   001-37941
   10.4(1)   Form of Restricted Stock Unit Agreement       8-K   12/21/2016   4.1   001-37941
   10.5(1)   Form of Indemnification Agreement       S-1   9/21/2016   10.2   333-213736
   10.6(1)   Employment Letter Agreement by and between the Registrant and Loretta P. Mayer, Ph.D. dated June 30, 2016       S-1   9/21/2016   10.7   333-213736
   10.7(1)   Employment Letter Agreement by and between the Registrant and Cheryl A. Dyer, Ph.D. dated June 30, 2016       S-1   9/21/2016   10.8   333-213736
   10.8(1)   Employment Offer Letter by and between the Registrant and Thomas Chesterman dated November 20, 2015.       S-1   9/21/2016   10.9   333-213736
   10.9   Lease by and between the Registrant and Caden Court, LLC, dated as of December 20, 2011 and amendments thereto dated December 6, 2013 and February 27, 2014.       S-1   9/21/2016   10.5   333-213736
   10.10(2)   Agency Agreement by and between the Registrant, Inmet S.A. and Bioceres, Inc. dated January 21, 2016.       S-1   9/21/2016   10.10   333-213736
   10.11(2)   Services Agreement by and between the Registrant, Inmet S.A. and Bioceres, Inc. dated January 21, 2016.       S-1   9/21/2016   10.11   333-213736
   10.12   Settlement Agreement and Release dated January 23, 2017 by and between Neogen Corporation and the Registrant.       8-K   1/23/2017   1.1   001-37941
   21.1   Subsidiaries of the Registrant   X                
   23.1   Consent of Independent Registered Public Accounting Firm   X                
   31.1   Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) under the Securities and Exchange Act of 1934   X                
   31.2   Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) under the Securities and Exchange Act of 1934   X                
   32.1   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   X                
   32.2   Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   X                
  101.INS   XBRL Instance Document   X                
  101.SCH   XBRL Taxonomy Extension Schema Document   X                
  101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document   X                
  101.DEF   XBRL Taxonomy Extension Definition Linkbase   X                
  101.LAB   XBRL Taxonomy Extension Label Linkbase Document   X                
  101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document   X                

 

(1) Indicates a management contract or compensatory plan or arrangement.
(2) Confidential treatment has previously been granted by the SEC for certain portions of the referenced exhibit.

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SENESTECH, INC.
     
Date: March 29, 2019 By: /s/    Loretta P. Mayer, Ph.D.
    Loretta P. Mayer
    Chair of the Board, Chief Executive Officer and Chief Scientific Officer
     
Date: March 29, 2019 By: /s/     Thomas C. Chesterman
    Thomas C. Chesterman
    Chief Financial Officer and Treasurer

 

3

 

 

Exhibit 21.1

 

SUBSIDIARIES OF THE REGISTRANT

 

The following is a list of subsidiaries of the registrant as of December 31, 2018.

 

Name   Jurisdiction of incorporation or organization
     

NONE

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

 

We hereby consent to the incorporation by reference in the Registration Statement Nos. 333-215026 and 333-225710 on Form S-8 of our report dated March 29, 2019, relating to the consolidated financial statements of SenesTech, Inc., for the years ended December 31, 2018 and 2017, which appear in this Annual Report on Form 10-K of SenesTech, Inc. for the year ended December 31, 2018. 

 

/s/ M&K CPAS, PLLC

 

www.mkacpas.com

Houston, Texas

March 29, 2019

 

 

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

RULE 13(a)-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

I, Loretta P. Mayer, Ph.D., certify that:

 

1. I have reviewed this Annual Report on Form 10-K/A of SenesTech, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: March 29, 2019 /s/ Loretta P. Mayer, Ph.D.
  Loretta P. Mayer Ph.D.
  Chair of the Board, Chief Executive Officer and Chief Scientific Officer 

 

 

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

RULE 13(a)-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

I, Thomas C. Chesterman, certify that:

 

1. I have reviewed this Annual Report on Form 10-K/A of SenesTech, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: March 29, 2019 /s/ Thomas C. Chesterman
  Thomas C. Chesterman
  Chief Financial Officer and Treasurer

 

 

 

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Loretta P. Mayer Ph.D., Chair of the Board, Chief Executive Officer and Chief Scientific Officer, certify that:

 

1. To my knowledge, this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. To my knowledge, the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of SenesTech, Inc.

 

Dated: March 29, 2019 /s/ Loretta P. Mayer, Ph.D.
  Loretta P. Mayer, Ph.D.
  Chair of the Board, Chief Executive Officer and Chief Scientific Officer

 

 

 

Exhibit 32.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Thomas C. Chesterman, Chief Financial Officer and Treasurer, certify that:

 

1. To my knowledge, this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. To my knowledge, the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of SenesTech, Inc.

 

Dated: March 29, 2019 /s/ Thomas C. Chesterman
  Thomas C. Chesterman
  Chief Financial Officer and Treasurer