Amended Current Report Filing (8-k/a)
June 25 2019 - 8:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
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 18, 2019
SenesTech,
Inc.
(Exact
name of registrant as specified in its charter)
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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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Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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SNES
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The NASDAQ Stock Market LLC
(NASDAQ Capital Market)
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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. ☒
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A is being filed by SenesTech, Inc. (the “Company”) to amend the Current Report on
Form 8-K
filed with the U.S. Securities and Exchange Commission on June 24, 2019 (the “Original Report”), to correct the
narrative descriptions of the voting results of Proposals 1 and 2 to reflect that, based on the number of votes obtained for Proposals
1 and 2, which numbers did not change from the numbers reported in the Original Report, the Company’s stockholders approved
Proposals 1 and 2. Except for these corrections, this Current Report on Form 8-K/A does not modify or update the disclosures in
the Original Report.
Item 5.07
Submission of Matters to a Vote of Security Holders.
(a)
The Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 18, 2019, in Phoenix,
Arizona.
(b)
The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal
1:
Election of Directors
Loretta
P. Mayer, Ph.D., Matthew Szot and Kenneth Siegel were elected as Class III directors, each to serve for a three-year term until
the annual meeting of stockholders to be held in 2022 and until her or his successor is duly elected and qualified. The final
voting results are set forth below:
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Loretta P. Mayer, Ph.D
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5,653,203
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232,679
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13,145,955
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Matthew Szot
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5,544,336
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341,546
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13,145,955
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Kenneth Siegel
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5,675,600
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210,282
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13,145,955
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Proposal
2
: Ratification of the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2019
The
proposal to ratify the appointment of M&K CPAs, PLLC was approved, and the final voting results are set forth below:
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For
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Against
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Abstain
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18,952,215
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16,032
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63,590
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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.
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Date: June
25, 2019
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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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2
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