UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  October 24, 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:

o            Written communications pursuant to Rule 425 under the Securities 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)).

 



 

Explanatory Note

We are filing this amendment to Form 8-K to correct the disclosure relating to the Section of the AMEX Company Guide pursuant to which Senesco received a notice of noncompliance on October 24, 2007.  Our previously filed Form 8-K incorrectly stated that the most recent AMEX notice was issued to Senesco for noncompliance with the continued listing standards set forth in Section 1003(a)(ii) of the AMEX Company Guide when in fact the most recent notice was issued to Senesco for noncompliance with the continued listing standards set forth in Section 1003(a)(iii) of the AMEX Company Guide.

 

Item 3.01               Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On June 15, 2007, Senesco Technologies, Inc. (the “Company”) received a notice from the American Stock Exchange (“AMEX”) informing the Company that it did not meet certain AMEX continued listing standards.  Specifically, the June 15, 2007 notice stated that the Company was not in compliance with the continued listing standards of Section 1003(a)(ii) of the AMEX Company Guide with shareholders’ equity of less than $4,000,000 and losses from continuing operations and/or net losses in three out of its four most recent fiscal years.  In response to the notice, the Company submitted a plan advising AMEX of action it has taken, or will take that would bring the Company into compliance with the AMEX’s continued listing standards.  The AMEX accepted such plan of compliance and granted the Company an extension until March 1, 2008 to regain compliance with the Exchange’s continued listing standards.

 

 

On October 24, 2007, the Company received another notice from the AMEX that the Company was not in compliance with the continued listing standards of Section 1003(a)(iii) of the AMEX Company Guide. Specifically, AMEX noted that, as of June 30, 2007, the Company’s shareholder’s equity was less than $6,000,000 and losses from continuing operations and/or net losses were incurred in the five most recent fiscal years.  However, the notice reiterated AMEX’s acceptance of the previously submitted plan to regain compliance with Section 1003(a)(ii) and stated that the Company was not required to resubmit a plan in response to the notice that it was not in compliance with Section 1003(a)(iii) as such previously issued plan reasonably demonstrated the ability of the Company to regain compliance with each of Section 1003(a)(ii) and Section 1003(a)(iii) of the AMEX Company Guide.

 

The notice is based on a review by the AMEX of Senesco Technologies, Inc. Form 10-K for the period ended June 30, 2007 which publicly disclosed the financial status of the Company at that time.

 

Subsequent to June 30, 2007, the Company reported that it closed on $3 million of its $10 million financing, which was part of and consistent with the plan of compliance submitted to the AMEX.  However, failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the Exchange.

 

 

Item 9.01               Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit No.

 

Description

 

99.1

 

Press Release, dated November 1, 2007 relating to the receipt of the AMEX notification.

 

1



 

SIGNATURES

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 1, 2007

By:

 /s/ Bruce Galton

 

 

 

Name: Bruce Galton

 

 

Title: President and Chief Executive Officer

 

2


Exhibit 99.1

 

 

 

Company Contact:

Senesco Technologies, Inc.

Joel Brooks

Chief Financial Officer

(jbrooks@senesco.com)

(732) 296-8400

CORRECTION *** CORRECTION *** CORRECTION

SENESCO TECHNOLOGIES UPDATE NOTICE FROM AMEX ON NON COMPLIANCE

NEW BRUNSWICK, N.J. (November 1, 2007) —Senesco Technologies, Inc. (the “Company”) (AMEX: SNT), today issued a correction to its October 30, 2007 press release entitled “Senesco Technologies Update Notice from AMEX on Non-Compliance”.  The Company’s October 30, 2007 press release incorrectly stated that the notice from the American Stock Exchange (“AMEX”) dated October 24, 2007 was issued to the Company for noncompliance with the continued listing standards set forth in Section 1003(a)(ii) of the AMEX Company Guide when in fact the most recent notice was issued to the Company for noncompliance with the continued listing standards set forth in Section 1003(a)(iii) of the AMEX Company Guide with shareholders’ equity of less than $6,000,000 and losses from continuing operations and/or net losses in its five most recent fiscal years.

About Senesco Technologies, Inc.

Senesco Technologies, Inc. is a U.S. biotechnology company, headquartered in New Brunswick, NJ. Senesco has initiated preclinical research 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 inflammatory and ischemic diseases.  Senesco takes its name from the scientific term for the aging of plant cells: senescence.  Delaying cell breakdown in plants extends freshness after harvesting, while increasing crop yields, plant size and resistance to environmental stress.  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.

 

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 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.