SenesTech Files 8-K for Bylaws, Reg FD, and Financials

TL;DR

SNES filed an 8-K for corporate updates and financials - no major news yet.

AI Summary

SenesTech, Inc. filed an 8-K on July 23, 2024, to report amendments to its Articles of Incorporation or Bylaws, a Regulation FD disclosure, and financial statements and exhibits. The filing does not contain specific financial figures or details about the amendments.

Why It Matters

This filing indicates updates to SenesTech's corporate governance and regulatory compliance, which are important for investors to monitor.

Risk Assessment

Risk Level: low — The filing is procedural and does not disclose significant new risks or material adverse events.

Key Players & Entities

• SenesTech, Inc. (company) — Registrant
• July 23, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-37941 (file_number) — SEC File Number
• 20-2079805 (irs_number) — IRS Employer Identification No.
• Phoenix, AZ (location) — Principal Executive Offices Address
• Flagstaff, AZ (location) — Business Address

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value SNES The Nasdaq Stock Market

Filing Documents

• snes-20240723.htm (8-K) — 31KB
• snes-20240723xexx31a.htm (EX-3.1(A)) — 11KB
• snes-20240723xexx991.htm (EX-99.1) — 11KB
• image_0a.jpg (GRAPHIC) — 90KB
• 0001628280-24-032593.txt ( ) — 313KB
• snes-20240723.xsd (EX-101.SCH) — 2KB
• snes-20240723_lab.xml (EX-101.LAB) — 23KB
• snes-20240723_pre.xml (EX-101.PRE) — 13KB
• snes-20240723_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 11, 2024, our stockholders approved a proposal at our annual meeting of stockholders (the "Annual Meeting") further amending our Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation"), to effect a reverse stock split of our common stock, par value $0.001 per share ("Common Stock"), at a ratio between one-for-two (1:2) and one-for-twenty (1:20), without reducing the authorized number of shares of Common Stock. On July 11, 2024, our Board of Directors approved a final split ratio of one-for-ten (1:10). Following such approval, we filed an amendment to the Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware on July 23, 2024 to effect the reverse stock split, with an effective time of 4:01 p.m., Eastern Time on July 24, 2024. No fractional shares will be issued in connection with the reverse stock split. Each fractional share of Common Stock will either be (i) rounded up to the nearest whole share of Common Stock, if such shares of Common Stock are held directly; or (ii) rounded down to the nearest whole share of Common Stock, if such shares are subject to an award granted under our 2018 Equity Incentive Plan, in order to comply with the requirements of Sections 409A and 424 of the Internal Revenue Code of 1986. The new CUSIP number for the Common Stock following the reverse stock split is 81720R 604. The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1(a) and is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 23, 2024, we issued a press release announcing the reverse stock split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, which is incorporated into this Item 7.01, is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1(a) Certificate of Amendment to Amended and Restated Certificate of Incorporation of SenesTech, Inc. (furnished herewith) . 99.1 Press Release dated July 23, 2024 (furnished herewith) . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: July 23, 2024 SENESTECH, INC. By: /s/ Thomas C. Chesterman Thomas C. Chesterman Executive Vice President, Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR