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):  February 15, 2007

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:

□     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

□     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 2.02. Results of Operations and Financial Condition.

On February 15, 2007, Senesco Technologies, Inc., a Delaware corporation (the “Company”), issued a press release to report the Company’s financial results for the three month period ended December 31, 2006. 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.

(d)   Exhibits.

 

Exhibit No.

 

 

Description

 

 

 

 

 

99.1

 

Press Release of Senesco Technologies, Inc. dated
February 15, 2007.

 

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: February 15, 2007

By:

/s/ Bruce Galton

 

 

 

Name:

Bruce Galton

 

 

Title:

President and Chief Executive Officer

 

 



Exhibit 99.1

Company Contact:

 

Investor Relations Contact:

Senesco Technologies, Inc.

 

Lippert/Heilshorn & Associates

Bruce Galton

 

Kim Sutton Golodetz

Chief Executive Officer

 

(kgolodetz@lhai.com)

(bgalton@senesco.com)

 

212-838-3777

(732) 296-8400

 

 

 

SENESCO TECHNOLOGIES REPORTS SECOND QUARTER

FISCAL 2007 FINANCIAL RESULTS

NEW BRUNSWICK, N.J. (February 15, 2007) – Senesco Technologies, Inc. (“Senesco” or the “Company”) (AMEX: SNT) reported financial results for the three month period ended December 31, 2006.

The net loss for the three month period ended December 31, 2006 was $1,135,637, or $0.07 per share, compared with a net loss of $914,009, or $0.06 per share, for the three month period ended December 31, 2005.  This increase in net loss was primarily the result of increased stock-based compensation included in general and administrative expenses, which was partially offset by a decrease in research and development expenses and an increase in revenue.

The Company reported revenues of $181,250 during the three month period ended December 31, 2006, compared with $12,500 during the three month period ended December 31, 2005. Revenue during the three month period ended December 31, 2006 consisted of initial payments and the amortized portion of previous milestone payments received in connection with certain development and license payments. Revenue during the three month period ended December 31, 2005 consisted of the amortized portion of previous milestone payments.

Research and development expenses for the three month period ended December 31, 2006 were $239,395, compared with $405,439 for the three month period ended December 31, 2005.  This decrease was primarily the result of the timing of various human health research programs in the application of Senesco’s technology, as certain programs ended while new ones had not yet begun as well as a decrease in stock-based compensation.

General and administrative expenses for the three month period ended December 31, 2006 were $1,103,594, compared with $548,742 for the three month period ended December 31, 2005.  This increase was primarily due to an increase in stock-based compensation in connection with a financial advisory agreement entered into during the three month period ended December 31, 2006.

As of December 31, 2006, Senesco had cash, cash equivalents and investments of $1,979,588 and working capital of $1,718,382.

During the quarter, the Company converted its development agreement with ArborGen, LLC. into a commercial license agreement for the development and commercialization of certain species of trees.  The Company also entered into a license agreement with Bayer CropScience GmbH for the development and commercialization of Canola.  The Company now has six




license agreements and one joint venture in agriculture.

About Senesco Technologies, Inc.

Senesco has initiated preclinical research to trigger or delay cell death in mammals (apoptosis) to determine if its technology is applicable in human medicine. Accelerating apoptosis may have applications to the development of cancer treatments. Delaying apoptosis may have applications to certain diseases such as glaucoma, ischemia and arthritis, among others. 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. In addition to its human health research programs, 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 partnered with leading-edge companies engaged in agricultural biotechnology and earns research and development fees for applying its gene-regulating platform technology to enhance its partners’ products. Senesco is headquartered in New Brunswick, N.J.

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.

(Tables to follow)




SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

December 31,

 

June 30,

 

 

 

2006

 

2006

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

379,588

 

$

318,473

 

Short-term investments

 

1,600,000

 

850,000

 

Accounts receivable

 

75,000

 

 

Prepaid expenses and other current assets

 

64,819

 

139,584

 

Total Current Assets

 

2,119,407

 

1,308,057

 

 

 

 

 

 

 

Property and equipment, net

 

9,352

 

10,318

 

Intangibles, net

 

2,478,586

 

2,209,796

 

Security deposit

 

7,187

 

7,187

 

TOTAL ASSETS

 

$

4,614,532

 

$

3,535,358

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

130,577

 

$

77,695

 

Accrued expenses

 

241,281

 

329,884

 

Deferred revenue

 

29,167

 

41,667

 

Total Current Liabilities

 

401,025

 

449,246

 

 

 

 

 

 

 

Grant payable

 

99,728

 

99,728

 

Other liability

 

31,807

 

34,418

 

TOTAL LIABILITIES

 

532,560

 

583,392

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

Common stock, $0.01 par value; authorized 60,000,000 shares, issued and outstanding 17,473,694 and 15,477,388

 

174,737

 

154,774

 

Capital in excess of par

 

28,013,180

 

25,167,035

 

Deficit accumulated during the development stage

 

(24,105,945

)

(22,369,843

)

TOTAL STOCKHOLDERS’ EQUITY

 

4,081,972

 

2,951,966

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

4,614,532

 

$

3,535,358

 

 




SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 

For the Three
Months
Ended
December
31,
2006

 

For the Three
Months
Ended
December

31,
2005

 

For the Six
Months
Ended
December
31,
2006

 

For the Six
Months
Ended
December
31,
2005

 

From Inception
on July 1, 1998
through 
December

31,
2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

181,250

 

$

12,500

 

$

262,500

 

$

25,000

 

$

680,833

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

1,103,594

 

548,742

 

1,486,879

 

1,071,191

 

18,508,393

 

Research and development

 

239,395

 

405,439

 

548,743

 

824,980

 

7,533,591

 

Total Operating Expenses

 

1,342,989

 

954,181

 

2,035,622

 

1,896,171

 

26,041,984

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss From Operations

 

(1,161,739

)

(941,681

)

(1,773,122

)

(1,871,171

)

(25,361,151

)

 

 

 

 

 

 

 

 

 

 

 

 

Sale of state income tax loss, net

 

 

 

 

 

586,442

 

Other noncash income

 

 

 

 

 

321,259

 

Interest income, net

 

26,102

 

27,672

 

37,020

 

60,040

 

347,505

 

Net Loss

 

$

(1,135,637

)

$

(914,009

)

$

(1,736,102

)

$

(1,811,131

)

$

(24,105,945

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Net Loss Per Common Share

 

$

(0.07

)

$

(0.06

)

$

(0.11

)

$

(0.12

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted Average Number of Common Shares Outstanding

 

17,257,791

 

15,467,388

 

16,369,220

 

15,467,388