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 9,
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
(Registrant's
telephone number,
including
area code)
(Former
Name or Former Address, if Changed Since Last Report)
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:
¨
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
Item
1.01 Entry into a Material Definitive Agreement, Item 3.02 Unregistered Sales of
Equity Securities, and Item 8.01 Other Events.
On July
9, 2009, Senesco Technologies, Inc., a Delaware corporation (the
“Company”), entered into a Securities Purchase Agreement (the “Partlet
Securities Purchase Agreement”) with Partlet Holdings Ltd., which is an
accredited investor, pursuant to which the Company will issue and sell up to an
aggregate of 1,111,111 shares (the “Shares”) of the Company’s common stock at
$0.90 per share and each of a Series A warrant (the “Partlet Series A Warrant”)
and a Series B warrant (the “Partlet Series B Warrant”) (collectively the
Partlet Series A Warrant and Partlet Series B Warrant shall be referred to
herein as the “Partlet Warrants”).
The
Partlet Series A Warrant entitles the holder to purchase 1,000,000 shares of the
Company’s common stock at $0.01 per warrant share. The Partlet Series A
Warrant has a term of seven years and is exercisable immediately after the date
of grant.
The
Partlet Series B Warrant entitles the holder to purchase 2,055,555 shares of the
Company’s common stock at $0.60 per warrant share. The Partlet Series B
Warrant has a term of seven years and is not exercisable until after the
six-month anniversary after the date of grant.
On July
9, 2009, the Company closed on $950,000 of aggregate proceeds of the private
placement and, on that date, issued (i) a total of 1,055,555 Shares (ii) a
Partlet Series A Warrant to purchase 950,000 shares of the Company’s common
stock and (iii) a Partlet Series B Warrant to purchase 1,952,778 shares of the
Company’s common stock. The remaining $50,000 in proceeds cannot be
closed upon until the Company receives stockholder approval for certain aspects
of the transaction. Assuming all of the proceeds of the private
placement can be closed upon, the Company anticipates it will received gross
proceeds equal to $1,000,000.
The
private placement remains subject to the approval of the NYSE Amex
exchange.
A
complete copy of each of the Warrants and the Partlet Securities Purchase
Agreement 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 Partlet Securities Purchase Agreement
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.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
| Exhibit
No. |
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Description |
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4.1
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Form
of Series A Warrant issued to Partlet Holdings Ltd. (filed
herewith)
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4.2
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Form
of Series B Warrant issued to Partlet Holdings Ltd. (filed
herewith)
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10.1
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Securities
Purchase Agreement by and between the Company and Partlet Holdings Ltd.
dated as of July 9, 2009 (filed herewith)
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99.1
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Press
Release of the Company dated July 10, 2009 (filed
herewith).
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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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SENESCO
TECHNOLOGIES, INC.
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Dated:
July 10, 2009
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By:
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/s/ Bruce Galton
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Name:
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Bruce
Galton
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Title:
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President
and Chief Executive Officer
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