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): May 15, 2019

 

 

 

SenesTech, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-37941 20-2079805
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) 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))

 

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 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

 

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
(NASDAQ Capital Market)

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 15, 2019, SenesTech, Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2019. A copy of the Company’s press release announcing these financial results and certain other information is attached as Exhibit 99.1 to this Current Report on Form 8- K and incorporated herein by reference.

 

The information in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits

 

The following exhibits are being furnished herewith:

 

Exhibit No. Description
99.1 Press Release dated May 15, 2019 (furnished herewith)

 

 

 

 

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: May 15, 2019

 

  SENESTECH, INC.
   
  By: /s/ Thomas C. Chesterman
    Thomas C. Chesterman
    Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

SenesTech Announces Financial Results and
Appointment of Ken Siegel as Chief Executive Officer

 

Hospitality-veteran and former Executive Officer of Starwood Hotels & Resorts Ken
Siegel Named Chief Executive Officer

 

Dr. Loretta Mayer to Remain Chair and Chief Scientific Officer

 

FLAGSTAFF, Ariz., May 15, 2019 — SenesTech, Inc. (NASDAQ: SNES), a developer of proprietary technologies for managing animal pest populations through fertility control, today announced financial and operational results for the first quarter of fiscal 2019, which ended March 31, 2019.

 

The Company also announced the appointment of Ken Siegel as SenesTech’s new Chief Executive Officer, succeeding the Company’s Co-Founder, Dr. Loretta Mayer, who will remain Chair and Chief Scientific Officer. Today’s leadership announcement is part of SenesTech’s ongoing strategic plan to position the Company for growth and drive the commercialization of ContraPest, its flagship product. The new approach, launched earlier this year has begun to gain traction with key municipalities and the food/agricultural markets.

 

Mr. Siegel is a seasoned senior executive with over 25 years of leadership experience at major public and private corporations. He most recently served as President of Diamond Resorts International, a leading independent branded vacation ownership company. Prior to Diamond, he served as Chief Administrative Officer of Starwood Hotels & Resorts, a global hospitality company, until its acquisition by Marriott International in 2016. Siegel’s background includes operations, finance, legal, branding and reputation management, sustainability and social responsibility, lobbying and regulatory affairs. He also has extensive experience working with and in technology businesses and is an expert in the development and protection of intellectual property assets.

 

Ken brings tremendous passion to SenesTech’s highly effective, eco-friendly solutions to pest control. He is a recognized leader in corporate sustainability and social responsibility having developed Starwood’s innovative strategies to mitigate potential social and economic harms of its business through initiatives that improved overall economic performance. He is a key proponent of strategies to “do well by doing good.”

 

 

 

 

“I believe that SenesTech has developed the right product and technologies for our times,” Siegel said. “ContraPest is a highly effective, proven, and eco-friendly solution to an age-old problem. With growing environmental and effectiveness concerns around existing solutions, SenesTech stands alone in offering a product that addresses a critical need for pest control without the inherent environmental risks of existing rodenticides.”

 

Co-Founders Dr. Loretta P. Mayer, Chair of SenesTech and Chief Scientific Officer, and Dr. Cheryl A. Dyer, President and Chief Research Officer, said, "We are excited to have Ken join us in this leadership role. We know that he shares our commitment to SenesTech’s mission and a passion for our product, ContraPest. We also know that his extensive executive experience, corporate relationships and his understanding of the customer are ideally suited to rapidly drive adoption of ContraPest. With Ken’s overall leadership, we can continue to focus on SenesTech’s enduring vision: sound science, effective solutions.”

 

Mr. Siegel continued, “ The awareness and wide availability of ContraPest is the most it has ever been. The activity over the last few months, including deployments in large municipalities, such as Washington DC, St. Louis, Southern California, San Francisco and elsewhere confirms that the need for a novel solution to this persistent problem is evident. Continued successful deployments will enhance the market penetration of ContraPest and our unique technology. Targeting our strategic and tactical marketing efforts directly to the commercial end-user market segments is key to our future success. I am confident that we can drive substantial growth in 2019 and beyond.”

 

Recent Developments:

Since the beginning of the year, SenesTech announced a number of recent developments involving ContraPest, including:

 

· A comprehensive roll-out of ContraPest in Washington DC commencing in spring 2019. ContraPest has been deployed in the first ward with sequential deployments now planned throughout all eight wards.
· Deployed ContraPest in a major transit agency in Southern California.
· Expanded into additional animal sanctuaries following the successful deployment at an initial facility in upstate New York.
· Completed initial deployments in hosted poultry farms and will begin first commercial application in egg production facilities in California's central valley.
· Expected expansion of use of ContraPest by St. Louis Gateway Arch Park Foundation.
· Added ContraPest to Pestec’s IPM program for use in popular locations within the San Francisco Bay Area.
· Introduced products into the animal care market with ContraPest provided directly or indirectly to 11 zoos and a wide variety of animal sanctuaries.
· Removal of the "Restricted Use Only" category from the ContraPest label was approved by the U.S. Environmental Protection Agency (EPA) in October 2018. As of this date, the Company has received follow-on state acceptance for the new label and removal of restricted use status in 35 states, including Florida and Washington.

 

 

 

 

· Launched a new scientific speaker series, showcasing the scientists and researchers who have made substantial contributions in rodent/animal behavior, rodent management, fertility control and other related fields.
· Progression of AB 1788 continues through the California legislature. If passed, AB 1788 would greatly restrict or eliminate the use of second generation anticoagulant rodenticides (SGARs). This, in turn, could accelerate the adoption of ContraPest in California.

 

Financial Results

Revenues from product sales during Q1 2019 ended March 31, 2019 were $19,000, compared to $19,000 of revenue from product sales during Q1 2018. Net loss for the quarter was $2.4 million, compared with a net loss of $2.7 million during the first quarter of 2018. Adjusted EBITDA, which is a non-GAAP measure of operating performance, was $(2.0) million during Q1 2019, compared to $(1.8) million during Q1 2018.

 

Tom Chesterman, Chief Financial Officer of SenesTech, commented, "Results during the first quarter reflect temporary disruptions as we implemented our end user sales and marketing strategy, delays in deployments due to anticipated seasonal reduction in rodent activity during the quarter and the transition to the removal of ContraPest’s ‘restricted use only’ status at the state level. We continued to drive improvements in our operating expenses and limit our cash utilization. We ended the quarter with cash, cash equivalents and investments of approximately $2.9 million and have received accelerating warrant exercises subsequent to the end of the quarter.”

 

Use of Non-GAAP Measure

Adjusted EBITDA is a non-GAAP measure. However, this measure is not intended to be a substitute for those financial measures reported in accordance with GAAP. Adjusted EBITDA has been included because management believes that, when considered together with the GAAP figures, it provides meaningful information related to our operating performance and liquidity and can enhance an overall understanding of financial results and trends. Adjusted EBITDA may be calculated by us differently than other companies that disclose measures with the same or similar term. See our attached financials for a reconciliation of this non-GAAP measure to the nearest GAAP measure.

 

Conference Call Details

 

Date and Time : 5:00 pm ET (2:00 pm PT) on Wednesday, May 15, 2019

 

Call-in Information : Interested parties can access the conference call by dialing (844) 308-3351 or (412) 317-5407.

 

Live Webcast Information : Interested parties can access the conference call via a live Internet webcast, which is available in the Investor Relations section of the Company's website at http://senestech.investorroom.com/ .

 

 

 

 

To Ask a Question : The conference call will be moderated by Lytham Partners, an investor relations firm. There will be three options to ask a question during the call:

1. Questions can be asked live during the call-in portion of the conference call.
2. The live webcast will feature an option to submit questions in writing during the event.
3. If you are unable to attend the event, you can submit a question in advance to Senestech@LythamPartners.com .

 

Replay :

A teleconference replay of the call will be available for three days at (877) 344-7529 or (412) 317-0088, confirmation #10131510. A webcast replay will be available in the Investor Relations section of the Company's website at http://senestech.investorroom.com/ for 90 days.

 

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

The foregoing paragraphs contain forward-looking statements that involve estimates, assumptions, risks and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. "Forward-looking statements" may be preceded by words such as "may," "future," "plan" or "planned," "will," "should," "expected," "anticipates," “continue,” "eventually," “believes,” or "projected." Forward-looking statements include statements concerning target marketing and markets; continuing the Company’s vision; deployment of the Company’s product; the continuation or expansion of the use of ContraPest; demand for ContraPest; the Company’s continuing to control expenses and cash; future financial results; and the Company’s execution of its strategic business plan.

 

Investors should not unduly rely on forward-looking statements. Such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those made in the forward-looking statements, including as a result of various factors and other risks, such as market acceptance and demand for the Company’s products, customers completing order commitments, the Company’s ability to reduce costs and execute on its plans and continuing to believe it is following the best strategy, the Company having sufficient financing, and other factors identified in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K and quarterly reports filed on Form 10-Q. All forward-looking statements speak only as of the date on which they were made based on management's assumptions as of such date. The Company does not undertake any obligation to 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

 

 

 

 

SENESTECH, INC.

BALANCE SHEETS

(In thousands, except shares and per share data)

 

    March 31,     December 31,  
    2019     2018  
    (Unaudited)        
ASSETS                
                 
Current assets:                
Cash   $ 2,946     $ 4,920  
Accounts receivable     150       139  
Prepaid expenses     345       342  
Inventory     1,335       1,261  
Deposits     8       9  
Total current assets     4,784       6,671  
                 
Right to use asset-operating leases     76       -  
Property and equipment, net     983       1,083  
Total assets   $ 5,843     $ 7,754  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
                 
Current liabilities:                
Short-term debt   $ 202     $ 219  
Accounts payable     272       173  
Accrued expenses     776       771  
Total current liabilities     1,250       1,163  
                 
Long-term debt, net     227       261  
Operating lease liability     76       -  
Common stock warrant liability     5       -  
Deferred rent     15       16  
Total liabilities     1,573       1,440  
                 
Commitments and contingencies (See note 12)     -       -  
                 
Stockholders' equity:                
Common stock, $0.001 par value, 100,000,000 shares authorized, 23,560,864 and 23,471,999 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively     24       24  
Additional paid-in capital     92,448       92,128  
Accumulated deficit     (88,202 )     (85,838 )
Total stockholders' equity     4,270       6,314  
                 
Total liabilities and stockholders' equity   $ 5,843     $ 7,754  

 

 

 

 

SENESTECH, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except shares and per share data)

(Unaudited)

 

    For the Three Months  
    Ended March 31,  
    2019     2018  
             
Net Sales   $ 19     $ 19  
Cost of sales     12       19  
Gross profit     7       -  
                 
Operating expenses:                
Research and development     464       634  
Selling, general and administrative     1,904       2,028  
Total operating expenses     2,368       2,662  
                 
Net operating loss     (2,361 )     (2,662 )
                 
Other income (expense):                
Interest income     15       6  
Interest expense     (13 )     (22 )
Other income (expense)     (5 )     13  
Total other income (expense)     (3 )     (3 )
                 
Net loss and comprehensive loss   $ (2,364 )   $ (2,665 )
                 
Loss per share attributable to common shareholders, basic and diluted   $ (0.10 )   $ (0.16 )
                 
Weighted average common shares outstanding - basic and fully diluted     23,518,400       16,496,385  

 

 

 

 

SENESTECH, INC.

STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

    For the Three Months  
    Ended March 31,  
    2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (2,364 )   $ (2,665 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Gain on investments     -       (18 )
Bad debts expense     -       5  
Depreciation and amortization     111       117  
Stock-based compensation     252       698  
Loss on remeasurement of common stock warrant liability     5       -  
(Increase) decrease in current assets:                
Accounts receivable     (11 )     9  
Prepaid expenses     (3 )     (75 )
Inventory     (74 )     (247 )
Deposits     1       2  
Increase (decrease) in current liabilities:                
Accounts payable     99       (22 )
Accrued expenses     37       (116 )
Deferred rent     (1 )     (6 )
Net cash used in operating activities     (1,948 )     (2,318 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Proceeds received on sale of securities     -       798  
Purchase of property and equipment     (11 )     (3 )
Net cash provided by (used in) investing activities     (11 )     795  
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Repayments of notes payable, net     (32 )     (26 )
Repayments of notes payable, related parties     -       (6 )
Repayments of capital lease obligations     (19 )     (18 )
Proceeds from the exercise of warrants     36       -  
Net cash provided by financing activities     (15 )     (50 )
                 
NET CHANGE IN CASH     (1,974 )     (1,573 )
CASH AT BEGINNING OF PERIOD     4,920       2,101  
CASH AT END OF PERIOD   $ 2,946     $ 528  
                 
                 
SUPPLEMENTAL INFORMATION:                
Interest paid   $ 13     $ 22  
Income taxes paid   $ -     $ -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:                
Purchases of equipment under capital lease obligations   $ -     $ 10  
Common stock issued on accrued bonus   $ 32     $ -  

 

 

 

 

SenesTech Inc.

Itemized Reconciliation Between Net Loss and Non-GAAP Adjusted EBITDA

For the Three Months Ended March 31, 2019 and 2018

(Unaudited)

 

    For the Three Months  
    Ended March 31,  
(in thousands)   2019     2018  
Net Loss (As Reported, GAAP)     (2,364 )     (2,665 )
                 
Non-GAAP Adjustments:                
Interest and dividends     (2 )     16  
Stock-based compensation     252       698  
Gain on investments     -       (13 )
Change in fair value of derivative     5       -  
Amortization and accretion:                
Amortization of discounts on investments     -       5  
Depreciation expense     111       117  
Total of non-GAAP adjustments     366       823  
                 
Adjusted EBITDA Loss (Non-GAAP)     (1,998 )     (1,842 )