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): April 1, 2010
Senesco
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31326
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84-1368850
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||
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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303
George Street
Suite
420
New
Brunswick, New Jersey 08901
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (732) 296-8400
Not
applicable
(Former
name or former address, if changed since last report).
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01 Other
Events
As previously disclosed in a Form 8-K
which was filed on March 29, 2010, Senesco Technologies, Inc. (the “Company”)
entered into Securities Purchase Agreements with certain investors for aggregate
gross proceeds to the Company in the amount of approximately $11.5 million and
net proceeds to the Company in the amount of approximately $10.8
million. On April 5, 2010, the Company issued a press release
announcing that it had closed on an aggregate of approximately $10.3 million of
the gross proceeds. The remaining $1.2 million in proceeds cannot be
closed upon until to Company receives stockholder approval. A copy of
the press release is furnished as Exhibit 99.1 to this periodic report on
Form 8-K.
Important
Information
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 THE FINANCING AND TRANSACTIONS CONTEMPLATED
THEREBY.
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
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Exhibit
Number
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Description
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99.1
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Press
Release, dated April 5, 2010
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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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Date:
April 5, 2010
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By:
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/s/ Jack Van
Hulst
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Name: Jack
Van Hulst
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|||
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Title: President
and Chief Executive Officer
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|||
| Company Contact: | Investor Relations Contact: |
| Senesco Technologies, Inc. | FD |
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Joel
Brooks
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Brian
Ritchie
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Chief
Financial Officer
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(brian.ritchie@fd.com)
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| (jbrooks@senesco.com) | (212) 850-5600 |
| (732) 296-8400 |
Senesco
Technologies, Inc. Closes on Previously Announced Financing
NEW
BRUNSWICK, N.J. (April 5, 2010) — Senesco
Technologies, Inc. (“Senesco” or the “Company”) (NYSE Amex: SNT) today announced that the
Company recently closed on approximately $10.3 million of its previously
announced private placements with institutional and accredited
investors. The remaining $1.2 million in gross proceeds will be
closed upon following the receipt of stockholder approval.
As
previously disclosed, Senesco primarily intends to utilize the proceeds of this
private placement to help advance its multiple myeloma research and
development program with the goal of initiating a Phase 1b/2a clinical trial for
multiple myeloma.
The
Company, on March 29, 2010, filed a Form 8-K which described the material terms
of the transaction documents.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg
Thalmann Financial Services, Inc. (NYSE Amex:LTS), acted as the sole placement
agent for this offering.
Important
Information
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state. The shares of
preferred stock and warrants have been sold pursuant to an exemption from state
and federal securities laws.
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 THE FINANCING AND TRANSACTIONS CONTEMPLATED
THEREBY.
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.
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 ability
of the Company to close on the remaining part of the financing; the ability of
the Company to file an IND for SNS-01, its multiple myeloma drug candidate; 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.
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