|
|
Item 1.01
|
Entry Into a Material Definitive Agreement.
|
On July 16, 2019, SenesTech, Inc. (the “
Company
”)
announced the closing of its previously announced public offering of 3,037,038 shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”) at a price to the public of $1.35 per share (the “Public Offering”).
In connection with the Public Offering,
the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors
for the sale of the Common Stock. The Purchase Agreement contains representations, warranties and covenants of the investors and
the Company that are customary for transactions of this type.
The Company estimates that the net proceeds
from the Public Offering will be approximately $3,612,000 after deducting certain fees due to the placement agent and other estimated
transaction expenses. The net proceeds received by the Company from the transactions will be used to fund working capital and other
general corporate purposes.
The Common Stock sold in the Public Offering
were offered and sold by the Company pursuant to an effective shelf registration statement on
Form S-3/A
, which was filed with
the Securities and Exchange Commission (the “Commission”) on August 14, 2018 and subsequently declared effective on
August 24, 2018 (File No. 333-225712), and the base prospectus dated as of August 24, 2018 contained therein. The Company filed
a preliminary prospectus supplement with the Commission on July 11, 2019 in connection with the sale of the shares of Common Stock
in the Public Offering.
In connection with the Public Offering,
at the closing of the Public Offering, the placement agent will receive an aggregate fee equal to 7.5% of the gross proceeds received
by us from the sale of the securities in the Public Offering, excluding the gross proceeds from sales of 814,815 shares of Common
Stock to directors and officers of the Company in the Public Offering, as well as up to $180,000 for expenses, and warrants to
purchase up to 7.5% of the aggregate amount of shares of Common Stock sold in the Public Offering, excluding the 814,815 shares
of Common Stock sold to directors and officers of the Company in the Public Offering (the “
Placement Agent Warrants
”).
The representations, warranties and covenants
contained in the Purchase Agreements were made solely for the benefit of the parties to the Purchase Agreement. In addition, such
representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be
viewed as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or
may not be fully reflected in public disclosures.
The foregoing description of the Purchase
Agreement and the Placement Agent Warrants are not complete and are qualified in their entirety by references to the full text
of the form of Purchase Agreement and the form of Placement Agent Warrant which are filed hereto as Exhibits 10.1 and 4.1, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein.
A copy of the opinion of Perkins Coie LLP
relating to the validity of the shares of Common Stock issued in the Public Offering is filed herewith as Exhibit 5.1.