SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): March 1, 2012
Senesco Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction
|(Commission File Number)
||(IRS Employer Identification No.)|
|721 Route 202/206, Suite 130, Bridgewater, NJ
|(Address of Principal Executive Offices)
(Registrant's telephone number,
including area code)
(Former Name or Former Address, if Changed Since
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)).|
||Entry into a Material Definitive Agreement.|
On November 9, 2010, the
Securities and Exchange Commission (the “Commission”) declared effective the Registration Statement on Form S-3 (File
No. 333-170140) of Senesco Technologies, Inc., a Delaware corporation (the “Company”), filed on October 26, 2010
with the Commission (the “Registration Statement”). The Registration Statement permits the Company to issue, in one
or more offerings, shares of common stock, preferred stock or warrants at an aggregate initial offering price not to exceed $25,000,000.
On March 2, 2012, the Company
issued a press release announcing that it will raise $1.0 million in gross proceeds, before deducting estimated offering expenses,
in a registered direct offering of approximately 3,846,154 shares of common stock, par value $0.01 per share (“Common Stock”),
of the Company (the “Shares”) and five year warrants (the “Warrants”) to purchase approximately 1,923,077
shares of Common Stock with an exercise price of $0.286 per share (the shares underlying the Warrants, the “Warrant Shares”,
together with the Shares and Warrants, the “Securities”) (the “Offering”). Each Share, together with the
Warrant, were sold at a price of $0.26 per unit (which represents the closing price of the Company’s Common Stock on the
trading day immediately prior to the date of the Securities Purchase Agreement (as defined below)). The sale of the Securities
is registered on the Registration Statement, and the Offering will close on or about March 6, 2012.
The Securities were offered
and will be sold pursuant to a securities purchase agreement, dated March 1, 2012 (the “Securities Purchase Agreement”),
between the Company and the investor forth therein.
The Warrants issued in
connection with the Offering are exerciseable from the date that is six months following the issuance date until the fifth anniversary
of the issuance date and contain standard adjustment provisions in the event of stock splits, combinations, dividends, distributions
The Company has not engaged
a placement agent in connection with the Offering, and the Company will be issuing the Securities directly to the participating
The net offering proceeds
to the Company from the sale of the Common Stock and Warrants, after deducting the estimated offering expenses payable by the Company
of approximately $5,000, are expected to be approximately $995,000. The net proceeds of the offering will be used primarily for
working capital, research and development and general corporate purposes.
The Securities Purchase Agreement
and the Form of Warrant used in connection with the Offering are filed as exhibits to this Current Report on Form 8-K and such
documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the Securities
Purchase Agreement and the Form of Warrant, does not purport to be a complete description of the rights and obligations of the
parties thereunder and is qualified in its entirety by reference to such exhibits.
The Company’s press
release announcing the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by
Item 9.01 Financial Statements and Exhibits.
||Form of Warrant.|
||Opinion of Morgan, Lewis & Bockius LLP|
||Form of Securities Purchase Agreement.|
||Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1 above)|
||Press Release of Senesco Technologies, Inc. dated as of March 2, 2012.|
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: March 2, 2012
||/s/ Leslie J. Browne
||Name: Leslie J. Browne, Ph.D.|
||Title: President and Chief Executive Officer|