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):  November 15, 2004

 

Senesco Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

001-31326

84-1368850

(State or Other Jurisdiction
 of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

303 George Street, Suite 420, New Brunswick, New Jersey

08901

(Address of Principal Executive Offices)

(Zip Code)

 

(732) 296-8400

(Registrant’s telephone number,
 including area code)

 

Not applicable

(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:

 

o    Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).

 

o    Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12).

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

 



 

Item 2.02.  Results of Operations and Financial Condition.

 

On November 15, 2004, Senesco Technologies, Inc., a Delaware corporation (the “Company”), issued a press release to report the Company’s financial results for the three months ended September 30, 2004.  The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

 

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.      Financial Statements and Exhibits.

 

(c)  Exhibits.

 

 

Exhibit No.

 

Description

 

 

 

 

 

99.1

 

Press Release of Senesco Technologies, Inc. dated November 15, 2004.

 

2



 

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: November 15, 2004

By:

/s/ Bruce Galton

 

 

 

Name:

Bruce Galton

 

 

Title:

President and Chief Executive Officer

 

3


Exhibit 99.1

 

 

Company Contact:

Investor Relations Contacts:

Senesco Technologies, Inc.

Lippert/Heilshorn & Associates

Joel Brooks

Kim Sutton Golodetz

Chief Financial Officer

(kgolodetz@lhai.com)

(jbrooks@senesco.com)

 

(732) 296-8400

 

 

SENESCO TECHNOLOGIES REPORTS FIRST QUARTER FISCAL 2005

FINANCIAL RESULTS

 

NEW BRUNSWICK, N.J. (November 15, 2005) Senesco Technologies, Inc. (“Senesco” or the “Company”) (AMEX: SNT) reported financial results for the three months ended September 30, 2004.

 

The net loss for the first quarter of fiscal 2005 was $553,382, or $0.04 per share, compared with a net loss of $1,400,482, or $0.12 per share, in the comparable period in fiscal 2004.  The decrease of $847,100, or 60.5%, in net loss was primarily the result of a reduction in general and administrative expenses and research and development expenses.

 

The Company reported revenues of $12,498 during the three-month period ended September 30, 2004 from the amortized portion of the initial fee on a development and license agreement.  The Company reported no revenues during the three-month period ended September 30, 2003.

 

Total operating expenses for the first quarter of fiscal 2005 were $573,748, compared with $1,411,393 for the comparable period in fiscal 2004.  This decrease in operating expenses was primarily the result of a decrease in stock-based compensation and research and development expenses, which was partially offset by an increase in other general and administrative expenses.

 

Research and development expenses for the three-month periods ended September 30, 2004 and September 30, 2003 were $245,985 and $272,001, respectively, a decrease of $26,016, or 9.6%.  This decrease was primarily the result of a decrease in costs related to certain human health research projects that were completed during the year ended June 30, 2004.

 

General and administrative expenses, inclusive of stock-based compensation, for the first quarter of fiscal 2005 were $327,763, down from $1,139,392 for the comparable period in fiscal 2004.  During the quarter ended September 30, 2004, there was a decrease in stock-based compensation which was primarily the result of a warrant being granted in connection with a financial advisory agreement during the three-month period ended September 30, 2003, which was partially offset by an increase in other general and administrative expenses primarily as a result of an increase in payroll and benefits and investor relations expenses.

 

At September 30, 2004, Senesco had cash and investments of approximately $3.5 million and working capital of $3.1 million.

 



 

Recent Corporate Highlights

 

Subsequent to the end of the first quarter of fiscal 2005, on October 19, 2004, Senesco entered into a license agreement with the Broin Companies (“Broin”) to license the Company’s proprietary gene technology to Broin to improve aspects of Broin’s ethanol production capabilities.  Senesco will receive an annual payment for each Broin facility that incorporates Senesco’s technology.

 

Also subsequent to the end of the first quarter of fiscal 2005, Senesco participated in the Rodman & Renshaw Techvest Healthcare Conference, held October 26–28, 2004 at the Waldorf Astoria Hotel in New York.  President & CEO Bruce Galton presented at the conference on October 27, 2004.

 

Recent Research and Development Highlights

 

On August 10, 2004, Senesco was granted it’s second Patent, which is entitled “DNA Encoding A Plant Lipase, Transgenic Plants and A Method For Controlling Senescence in Plants”, from the United States Patent and Trademark Office (“PTO”).

 

On September 2, 2004, Senesco and Rahan Meristem. Ltd announced that its second round of banana field trials in Israel yielded positive results. Rahan Meristem, Senesco’s 50/50 joint venture partner for development of delayed-senescence bananas, confirmed that harvested fruit from the second trial showed a shelf-life enhancement of up to 100% in comparison to control fruit. In addition to the shelf-life benefits, field trials are being conducted in tropical locations through this winter to generate disease resistance data for banana plants.

 

Subsequent to the end of the first quarter of fiscal 2005, Senesco’s researchers presented two abstracts at the joint meeting of the International Cytokine Society and the International Society for Interferon and Cytokine Research, which was held in San Juan, Puerto Rico, from October 21-25, 2004. The topic of this year’s meeting was “Cytokines in Cancer and Immunity.”

 

Also subsequent to the end of the first quarter of fiscal 2005, the peer-reviewed journal, “Investigative Ophthalmology and Visual Science,” has published Senesco’s study entitled “The Role of eIF5A in TNF — alpha — Mediated Apoptosis of Lamina Cribrosa Cells” in the October 2004 issue.

 

The full text of the Company’s press releases is available at www.senesco.com.

 

About Senesco Technologies, Inc.

 

Senesco takes its name from the scientific term for the aging of plant cells: senescence. The Company has developed technology that regulates the onset of cell death. Delaying cell breakdown in plants extends freshness after harvesting, while increasing crop yields, plant size and resistance to environmental stress for flowers, fruits and vegetables. The Company believes that its technology can be used to develop superior strains of crops without any modification other than delaying natural plant senescence. Senesco has begun to explore ways to trigger or delay cell death in mammals (apoptosis) to determine if the technology is applicable in human medicine. Accelerating apoptosis may have applications to development of cancer treatments. Delaying apoptosis may have applications to certain diseases such as Alzheimer’s, glaucoma, ischemia and arthritis, among others. Senesco partners with leading-edge companies and earns research and development fees for applying its gene-regulating platform technology to enhance its partners’ products. Senesco is headquartered in New Brunswick, New Jersey, and utilizes research laboratories at the University of Waterloo in Ontario, Canada and the University of Colorado in Denver, Colorado, as well as other institutions.

 



 

Certain statements included in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from such statements expressed or implied herein as a result of a variety of factors, including, but not limited to: the development of the Company’s gene technology; the approval of the Company’s patent applications; the successful implementation of the Company’s research and development programs and joint ventures; the success of the Company’s license agreements; the successful conversion of the Company’s letter of intent into a license agreement; the acceptance by the market of the Company’s products; success of the Company’s preliminary studies and preclinical research; competition and the timing of projects and trends in future operating performance, as well as other factors expressed from time to time in the Company’s periodic filings with the Securities and Exchange Commission (the “SEC”). As a result, this press release should be read in conjunction with the Company’s periodic filings with the SEC. The forward-looking statements contained herein are made only as of the date of this press release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 



 

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 

 

 

For the Three
Months
Ended
September
30,
2004

 

For the Three
Months
Ended
September
30,
2003

 

From Inception
on July 1, 1998
through
September
30,
2004

 

 

 

 

 

 

 

 

 

Revenue

 

$

12,498

 

$

 

$

239,165

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

General and administrative

 

327,763

 

1,139,392

 

10,237,166

 

Research and development

 

245,985

 

272,001

 

3,909,101

 

Total Operating Expenses

 

573,748

 

1,411,393

 

14,146,267

 

 

 

 

 

 

 

 

 

Loss From Operations

 

(561,250

)

(1,411,393

)

(13,907,102

)

 

 

 

 

 

 

 

 

Sale of state income tax loss

 

 

 

433,282

 

Other noncash income

 

 

 

185,627

 

Interest income, net

 

7,868

 

10,911

 

159,870

 

Net Loss

 

$

(553,382

)

$

(1,400,482

)

$

(13,128,323

)

 

 

 

 

 

 

 

 

Basic and Diluted Net Loss Per Common Share

 

$

(0.04

)

$

(0.12

)

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted Average Number of Common Shares Outstanding

 

13,787,848

 

11,880,045

 

 

 

 



 

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEET

 

 

 

September 30,
2004

 

June 30,
2004

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

119,294

 

$

186,248

 

Short-term investments

 

3,348,358

 

3,949,774

 

Prepaid expenses and other current assets

 

59,816

 

93,967

 

Total Current Assets

 

3,527,468

 

4,229,989

 

 

 

 

 

 

 

Property and equipment, net

 

46,707

 

51,702

 

Intangibles, net

 

1,088,852

 

922,214

 

Security deposit

 

7,187

 

7,187

 

TOTAL ASSETS

 

$

4,670,214

 

$

5,211,092

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

148,852

 

$

69,008

 

Accrued expenses

 

 

227,659

 

 

287,626

 

Deferred revenue

 

20,835

 

33,333

 

 Total Current Liabilities

 

397,346

 

389,967

 

 

 

 

 

 

 

Grant payable

 

90,150

 

90,150

 

 TOTAL LIABILITIES

 

487,496

 

480,117

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value; authorized 5,000,000 shares, no shares issued

 

 

 

Common stock, $0.01 par value; authorized 30,000,000 shares, issued and outstanding 13,789,750 and 13,787,250 shares, respectively

 

137,898

 

137,873

 

Capital in excess of par

 

17,173,143

 

17,168,043

 

Deficit accumulated during the development stage

 

(13,128,323

)

(12,574,941

)

Total Stockholders’ Equity

 

4,182,718

 

4,730,975

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

4,670,214

 

$

5,211,092

 

 

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