SenesTech Files 8-K: Material Agreement, Equity Sales

TL;DR

SenesTech signed a big deal and sold some stock. Details TBD.

AI Summary

On August 22, 2024, SenesTech, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing does not specify any dollar amounts or specific counterparties for the material agreement.

Why It Matters

This filing indicates significant corporate activity for SenesTech, Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• SenesTech, Inc. (company) — Registrant
• August 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value SNES The Nasdaq Stock Mar
• $86.42 — ugust 21, 2023, at an exercise price of $86.42 per share, as amended (the "August 2023
• $13.00 — ember 29, 2023, at an exercise price of $13.00 per share (the "November 2023 Warrants"
• $4.60 — on Stock at a reduced exercise price of $4.60 per share in consideration of our agree
• $4.35 — arrant Shares") at an exercise price of $4.35 per share. We expect to receive aggrega
• $2,325,306.20 — to receive aggregate gross proceeds of $2,325,306.20 from the exercise of the Existing Warra
• $50,000 — e issuance of the New Warrants of up to $50,000 for its accountable expenses, $25,000 f
• $25,000 — o $50,000 for its accountable expenses, $25,000 for its non-accountable expenses, and $
• $15,950 — 0 for its non-accountable expenses, and $15,950 for its clearing costs. We also agreed
• $5.75 — ts will have an exercise price equal to $5.75 per share (125% of the offering price).

Filing Documents

• ea0212237-8k_senes.htm (8-K) — 61KB
• ea021223701ex4-1_senes.htm (EX-4.1) — 109KB
• ea021223701ex4-2_senes.htm (EX-4.2) — 109KB
• ea021223701ex4-3_senes.htm (EX-4.3) — 105KB
• ea021223701ex10-1_senes.htm (EX-10.1) — 55KB
• 0001213900-24-072025.txt ( ) — 713KB
• snes-20240822.xsd (EX-101.SCH) — 3KB
• snes-20240822_lab.xml (EX-101.LAB) — 33KB
• snes-20240822_pre.xml (EX-101.PRE) — 22KB
• ea0212237-8k_senes_htm.xml (XML) — 4KB

01 Entry

Item 1.01 Entry into a Material Definitive Agreement. On August 22, 2024, we entered into an inducement offer letter agreement (the "Inducement Letter") with certain holders (the "Holders") of certain of our existing warrants to purchase up to (i) 48,911 shares of our common stock, par value $0.001 per share (the "Common Stock"), originally issued to the Holders on August 21, 2023, at an exercise price of $86.42 per share, as amended (the "August 2023 Warrants"), and (ii) 456,591 shares of Common Stock originally issued to the Holders on November 29, 2023, at an exercise price of $13.00 per share (the "November 2023 Warrants" and together with the August 2023 Warrants, the "Existing Warrants"). Pursuant to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 505,502 shares of Common Stock at a reduced exercise price of $4.60 per share in consideration of our agreement to issue, in a private placement, new common stock purchase warrants (the "New Warrants"), as described below, to purchase up to an aggregate of 1,011,004 shares of Common Stock (the "New Warrant Shares") at an exercise price of $4.35 per share. We expect to receive aggregate gross proceeds of $2,325,306.20 from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees and other offering expenses payable by us. We engaged H.C. Wainwright & Co., LLC (the "Placement Agent") to act as our exclusive placement agent in connection with the transactions summarized above and have agreed to pay the Placement Agent a cash fee equal to 7.5% of the aggregate gross proceeds received from the Holders' exercise of their Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing Warrants. We have also agreed to reimburse the Placement Agent for its expenses in connection with the exercise of the Existing Warrants and the issuance of the New Warrants of up to

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. We are offering and selling the New Warrants, the Placement Agent Warrants, the New Warrant Shares and the shares of Common Stock issuable upon the exercise of the Placement Agent Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2). Neither the issuance of the New Warrants, the Placement Agent Warrants, nor the New Warrant Shares or the shares of Common Stock issuable upon the exercise of the Placement Agent Warrants have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the New Warrants and the Placement Agent Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy our securities nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 3

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit Number Exhibits 4.1 Form of Series F-1 Common Stock Purchase Warrant 4.2 Form of Series F-2 Common Stock Purchase Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Inducement Letter 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 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: August 23, 2024 SENESTECH, INC. By: /s/ Thomas C. Chesterman Thomas C. Chesterman Executive Vice President, Chief Financial Officer, Treasurer and Secretary 5

View Full Filing

View this 8-K filing on SEC EDGAR