Attached files
| file | filename |
|---|---|
| EX-5.1 - Eloxx Pharmaceuticals, Inc. | v205993_ex5-1.htm |
| EX-10.1 - Eloxx Pharmaceuticals, Inc. | v205993_ex10-1.htm |
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): December 22,
2010
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
1.01 Entry into a Material Definitive Agreement.
On December 22, 2010, Senesco
Technologies, Inc. (the “Company”) entered into an At Market Issuance Sales
Agreement (the “Agreement”) with McNicoll, Lewis & Vlak LLC (“MLV”), under
which the Company, from time to time, may issue and sell through MLV, as agent
on behalf of the Company, shares of its common stock, par value $0.01 per share,
with an aggregate offering price of up to $5,500,000. Such common
stock will be offered and sold pursuant to a prospectus supplement filed with
the Securities and Exchange Commission in connection with the Company’s shelf
registration statement on Form S-3 (File No. 333-170140), which became effective
on November 9, 2010. The common stock trades on the NYSE Amex
Exchange (the “NYSE Amex”) under the symbol “SNT.”
Upon delivery of a placement notice by
the Company, if any, MLV may sell the common stock in any method permitted by
law deemed to be an “at the market” offering as defined in Rule 415 promulgated
under the Securities Act of 1933, as amended, at prices prevailing at the time
of sale or at prices related to such prevailing market prices including sales
made directly on the NYSE Amex, or sales made through a market maker other than
on an exchange. MLV will make all sales using commercially reasonable
efforts consistent with its normal sales and trading practices on mutually
agreed upon terms between MLV and the Company. The Company will pay MLV a
commission of up to 6% of the gross proceeds from the sale of shares of the
Company’s common stock, depending on the per share sales price. The
Company has agreed to reimburse a portion of MLV’s expenses in connection with
the offering, up to an aggregate amount of $25,000. In addition, the Company
granted customary indemnification rights to MLV in the Agreement.
The Agreement will terminate upon the
earlier of (1) the sale of all of the common stock subject to the Agreement, or
(2) upon termination by the Company or MLV. MLV may terminate the
Agreement in certain circumstances, including the occurrence of a material
adverse change that, in MLV’s reasonable judgment, may impair its ability to
sell the common stock, the Company’s failure to satisfy any condition under of
the Agreement or a suspension or limitation of trading of the Company’s common
stock on the NYSE Amex. In addition, either the Company or MLV may terminate the
Agreement at any time and for any reason upon 10 days prior notice to the other
party.
The foregoing description of
the Agreement is not complete and is qualified in its entirety by reference
to the full text of such agreement, a copy of which is filed herewith as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Pursuant to the Securities Purchase
Agreement (the “Purchase Agreement”) dated as of March 26, 2010 by and among the
Company and the purchasers set forth on the signature pages thereto (the
“Purchasers”), the Company issued in a private placement, an aggregate of
approximately 10,297 shares of its 10% Series A Convertible Preferred Stock, par
value $0.01 per share (the “Series A Preferred Stock”), initially convertible
into approximately 32,178,125 shares of the Company’s common stock, and (ii)
immediately exercisable warrants to purchase up to approximately 32,178,125
shares of common stock for an aggregate offering price of approximately
$10,297,000. Pursuant to the terms of the Purchase Agreement, the
Purchasers collectively have the right to participate in an amount up to 100% of
any subsequent issuance by the Company or any of its subsidiaries of common
stock or common stock equivalents for cash consideration, indebtedness or a
combination thereof (the “Preemptive Right”). Such Preemptive Right
exists until such time as the Purchasers no longer hold any shares of the Series
A Preferred Stock. The aggregate shares offered pursuant to the
offering described herein would be reduced to the extent any of the Purchasers
exercise their Preemptive Right, and any purchases upon exercise of such
Preemptive Right would be in the open market at prevailing market prices at the
time of sale.
Pursuant to the terms of the Series A
Preferred Stock and the Company’s 10% Series B Convertible Preferred Stock, par
value $0.01 per share (the “Series B Preferred Stock”, and together with the
Series A Preferred Stock, the “Preferred Stock”), in the event the Company
issues common stock or common stock equivalents at a per share price of less
than $0.32, the current conversion price of the Preferred Stock, the conversion
price of the Preferred Stock shall be reduced to an amount equal to the per
share purchase price for such subsequent issuance. Therefore, if any
shares offered pursuant to the offering described herein are sold at a per share
purchase price of less than $0.32 per share, the anti-dilution provisions of the
Preferred Stock will be triggered, and the conversion price for the Preferred
Stock shall be reduced in accordance with the terms of such Preferred
Stock.
This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy the
securities discussed herein, nor shall there be any offer, solicitation or sale
of the securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
such state.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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5.1
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Opinion
of Morgan, Lewis & Bockius LLP
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10.1
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At
Market Issuance Sales Agreement by and between Senesco Technologies Inc.
and McNicoll, Lewis & Vlak LLC dated December 22,
2010.
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23.1
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Consent
of Morgan, Lewis & Bockius LLP (included in Exhibit
5.1)
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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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||
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Dated:
December 22, 2010
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By:
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/s/ Leslie J. Browne,
Ph.D.
|
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Name:
Leslie J. Browne, Ph.D.
|
||
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Title: President
and Chief Executive
Officer
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