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): July 29,
2009
Senesco
Technologies, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-31326
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84-1368850
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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303
George Street, Suite 420, New Brunswick, New Jersey
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08901
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(732) 296-8400
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(Registrant's
telephone number,
including
area code)
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Not applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
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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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x
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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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Item
1.01
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Entry
into a Material Definitive Agreement, Item 3.02 Unregistered Sales of
Equity Securities, and Item 8.01 Other
Events.
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Transaction with Each of
Robert and Tim Forbes
On July
29, 2009, Senesco Technologies, Inc. (the “Company”) entered into a Securities
Purchase Agreement, (the “Forbes Securities Purchase Agreement”) with each of
Robert Forbes and Timothy Forbes, each of whom is an accredited investor,
pursuant to which, subject to stockholder approval, it is anticipated that the
Company will issue and sell an aggregate of 444,444 shares of common stock at
$0.90 (the Shares”) per share and each of a Series A warrant, (the “Forbes
Series A Warrants”), and a Series B warrant (the “Forbes Series B
Warrants”). Each of Robert Forbes and Timothy Forbes are the brothers
of Christopher Forbes who is a director of Senesco. Mr. Christopher
Forbes will not be deemed to be the beneficial owner of, nor will he have a
pecuniary interest in the Shares or Warrants issued to his
brothers.
The
Forbes Series A Warrants entitle the holders to purchase in the aggregate, up to
400,00 shares of the Company’s common stock at $0.01 per warrant share.
The Forbes Series A Warrants have a term of seven years and are exercisable
immediately after the date of grant.
The
Forbes Series B Warrants entitle the holders to purchase in the aggregate, up to
405,556 shares of the Company’s common stock at $0.60 per warrant share.
The Forbes Series B Warrants have a term of seven years and are not exercisable
until after the six-month anniversary after the date of grant.
Transaction with Insiders
and Affiliates
On July
29, 2009, the Company entered into a Securities Purchase Agreement, (the
“Affiliate’s Securities Purchase Agreement”) with each of Harlan W. Waksal,
M.D., Rudolf Stalder, Christopher Forbes, David Rector, John N. Braca, Jack Van
Hulst, Warren Isabelle, and the Thomas C. Quick Charitable Foundation (the
“Affiliate Investors”) each of whom is an accredited investor, pursuant to
which, subject to stockholder approval, it is anticipated that the Company will
issue and sell an aggregate of 144,444 Shares of the Company’s common stock at
$0.90 per share and each of a Series A warrant, (the “Affiliate’s Series A
Warrants”), and a Series B warrant (the “Affiliate’s Series B
Warrants”). Each of Harlan W. Waksal, M.D., Rudolf Stalder,
Christopher Forbes, David Rector, John N. Braca, Jack Van Hulst and Warren
Isabelle serve on the Company’s board. The Thomas C. Quick Charitable Foundation
is an affiliate of our board member Thomas C. Quick.
The
Affiliate’s Series A Warrants entitle the holders to purchase in the aggregate,
up to 130,000 shares of the Company’s common stock at $0.01 per warrant
share. The Affiliate’s Series A Warrants have a term of seven years and
are exercisable immediately after the date of grant.
The
Affiliate’s Series B Warrants entitle the holders to purchase, in the aggregate,
up to 131,807 shares of the Company’s common stock at $0.60 per warrant
share. The Affiliates Series B Warrants have a term of seven years and are
not exercisable until after the six-month anniversary after the date of
grant.
Transaction with Cato
Holding Company
On July
29, 2009, the Company entered into a Securities Agreement with Cato Holding
Company (“Cato”), who is an accredited investor, pursuant to which, subject to
stockholder approval, it is anticipated that the Company will issue an aggregate
of 194,444 Shares of the Company’s common stock at $0.90 per share and each of a
Series A warrant (the “Cato Series A Warrant”) and a Series B warrant (the “Cato
Series B Warrant”). The Shares will be issued to Cato in exchange for
debt which is currently owed by us to Cato Research Ltd. in the amount of
$175,000. Cato Research Ltd. is an affiliate of Cato.
The Cato
Series A Warrant entitles the holder to purchase in the aggregate, up to 175,000
shares of the Company’s common stock at $0.01 per warrant share. The Cato
Series A Warrant has a term of seven years and is exercisable immediately after
the date of grant.
The Cato
Series B Warrant entitles the holder to purchase, in the aggregate, up to
177,431 shares of the Company’s common stock at $0.60 per warrant share.
The Cato Series B Warrant has a term of seven years and is not exercisable until
after the six-month anniversary after the date of grant.
The
foregoing proceeds cannot be closed upon until the Company receives stockholder
approval for certain aspects of the transactions and complies with other
customary closing conditions. Assuming all of the proceeds of the
private placements can be closed upon, the Company anticipates it will
receive gross proceeds equal to $705,000.
The
private placement remains subject to the approval of the NYSE Amex
Exchange.
A
complete copy of each of the Warrants and the Securities Purchase Agreements are
attached hereto as exhibits and such exhibits are incorporated herein by
reference. The related press release of the Company is filed herewith as
Exhibit 99.1 and is incorporated herein by reference. The foregoing descriptions
of the Warrants, the Securities Purchase Agreements and the press
release and any other documents or filings referenced herein are qualified in
their entirety by reference to such exhibits, documents or filings.
Important
Information
The
securities sold or to be sold in the private placement have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), and may not
be offered or sold in the United States in the absence of an effective
registration statement or exemption from the registration requirements under the
Securities Act.
In connection with the private
placement, the Company will prepare a proxy statement for the Company’s
stockholders to be filed with the Securities and Exchange Commission (the
“SEC”). The proxy statement will contain information about the Company, the
private placement and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT
INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION
ABOUT APPROVING AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES.
In addition to receiving the proxy
statement from the Company by mail, shareholders will be able to obtain the
proxy statement, as well as other filings containing information about the
Company, without charge, from the SEC’s website (http://www.sec.gov )
or, without charge, from the Company’s website at www.senesco.com or
by directing such request to Senesco Technologies, Inc. 303 George
St., Suite 420, New Brunswick, New Jersey 08901 Attention: Joel
Brooks.
The Company and its directors and
executive officers and other members of management and employees may be deemed
to be participants in the solicitation of proxies. Information concerning the
Company and its directors and executive officers is set forth in the Company’s
proxy statement and Annual Report on Form 10-K previously filed with the
SEC.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
No
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Description
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4.1
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Form
of Series A Warrant to be issued to each of Robert Forbes, Timothy Forbes
and the Affiliate Investors. (filed herewith) |
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4.2
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Form
of Series B Warrant to be issued to each of Robert Forbes, Timothy Forbes
and the Affiliate Investors. (filed herewith) |
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4.3
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Form
of Series A Warrant to be issued to Cato. (filed
herewith) |
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4.4
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Form
of Series B Warrant to be issued to Cato. (filed
herewith) |
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10.1
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Securities
Purchase Agreement by and between the Company and each of Robert Forbes,
Timothy Forbes, Harlan W. Waksal, M.D., Rudolf Stalder, Christopher
Forbes, David Rector, John N. Braca, Jack Van Hulst, Warren Isabelle and
the Thomas C. Quick Charitable Foundation dated as of July 29,
2009 (filed herewith) |
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10.2
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Securities
Agreement by and between the Company and Cato Holding Company dated as of
July 29, 2009 (filed herewith) |
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99.1
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Press
Release of the Company dated July 30, 2009 (filed
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.
SENESCO
TECHNOLOGIES, INC.
Dated:
July 30, 2009
Name:
Bruce Galton
Title: President
and Chief Executive Officer