Current Report Filing (8-k)
22 November 2017 - 12:38AM
Edgar (US Regulatory)
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 20, 2017
SenesTech,
Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-37941
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20-2079805
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
November 20, 2017, SenesTech, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that
certain Underwriting Agreement, dated November 17, 2017, by and between the Company, Roth Capital Partners, LLC, as sole book-runner
(“Roth”), and Craig-Hallum Capital Group, as co-manager (together with Roth, the “Underwriters”), relating
to the firm commitment underwritten public offering (the “Offering”) of 5,400,000 shares of common stock and warrants
to purchase 4,050,000 shares of common stock (the “Securities”). The amendment provides that Roth will receive, as
part of its compensation, warrants to purchase 540,000 shares of the Company’s common stock along with warrants offered
to investors in the offering, which if exercised, would provide Roth with an additional 405,000 shares of the Company’s
common stock. The warrants may be exercised for $1.50 for one share of the Company’s common stock and an investor warrant
for .75 shares of the Company’s common stock. The Amendment also amends the form of Underwriter’s Warrant to reflect
such changes.
A
copy of the Amendment is attached as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting
Agreement is not complete and is qualified in its entirety by reference to Exhibit 1.1 and Exhibit 1.2. The prospectus relating
to the offering was filed with the Securities and Exchange Commission on November 20, 2017. A copy of the amended form of Underwriter’s
Warrant is filed hereto as Exhibit 4.1
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit
No.
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Description
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1.1
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Amendment to Underwriting Agreement, dated November 20, 2017 between SenesTech, Inc., Roth Capital Partners and Craig-Hallum Capital Group.
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1.2
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Underwriting Agreement, dated November 17, 2017 between SenesTech, Inc., Roth Capital Partners and Craig-Hallum Capital Group (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 17, 2017).
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4.1
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Form of Underwriter’s Warrant, as amended.
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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: November
21, 2017
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SENESTECH,
INC.
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By:
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/s/
Thomas C. Chesterman
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Thomas
C. Chesterman
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Chief
Financial Officer
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