SenesTech, Inc. — Annual Report 2018

Mar 29, 2019

10-K/A 1 s117085_10ka.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-37941

SENESTECH, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-2079805
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

3140 N. Caden Court, Suite 1, Flagstaff, AZ 86004

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (928) 779-4143

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.001 par value	The NASDAQ Stock Market LLC (NASDAQ Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the registrant’s common stock held by non-affiliates on June 29, 2018 (the last business day of the registrant’s most recently completed second fiscal quarter) as reported by The NASDAQ Capital Market on such date was approximately $26,395,959. There were 18,040,497 shares of the registrant’s common stock outstanding on June 29, 2018.

The number of shares of common stock outstanding as of March 29, 2019: 23,560,864

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EXPLANATORY NOTE

SenesTech, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on March 29, 2019 (the “2018 Annual Report”) solely to include Exhibit 10.3, SenesTech, Inc. 2018 Equity Incentive Plan and forms of agreement thereunder, Exhibit 21.1, Subsidiaries of the Registrant and 23.1, Consent of Independent Registered Public Accounting Firm, inadvertently omitted from the previously filed 2018 Annual Report.

Except as described above, no other changes have been made to the 2018 Annual Report, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the 2018 Annual Report. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the 2018 Annual Report.

EXHIBITS

| Exhibit — Number | Description | Filed or Furnished — Herewith | Incorporated
by Reference — Form | Filing Date | Exhibit | File
No. |
| --- | --- | --- | --- | --- | --- | --- |
| 3.1 | Amended and Restated Certificate of Incorporation | | S-1/A | 10/20/2016 | 3.3 | 333-213736 |
| 3.2 | Amended and Restated Bylaws | | S-1 | 9/21/2016 | 3.5 | 333-213736 |
| 10.1(1) | SenesTech, Inc. 2008 – 2009 Non-Qualified Stock Option Plan and form of agreement thereunder | | S-1 | 9/21/2016 | 10.1 | 333-213736 |
| 10.2(1) | SenesTech, Inc. 2015 Equity Incentive Plan and forms of agreement thereunder | | S-1 | 9/21/2016 | 10.2 | 333-213736 |
| 10.3(1) | SenesTech, Inc. 2018 Equity Incentive Plan and
forms of agreement thereunder | | DEF 14A | 4/30/2018 | Annex A | 001-37941 |
| 10.4(1) | Form of Restricted Stock Unit Agreement | | 8-K | 12/21/2016 | 4.1 | 001-37941 |
| 10.5(1) | Form of Indemnification Agreement | | S-1 | 9/21/2016 | 10.2 | 333-213736 |
| 10.6(1) | Employment Letter Agreement by and between the Registrant and Loretta P. Mayer, Ph.D. dated June 30, 2016 | | S-1 | 9/21/2016 | 10.7 | 333-213736 |
| 10.7(1) | Employment Letter Agreement by and between the Registrant and Cheryl A. Dyer, Ph.D. dated June 30, 2016 | | S-1 | 9/21/2016 | 10.8 | 333-213736 |
| 10.8(1) | Employment Offer Letter by and between the Registrant and Thomas Chesterman dated November 20, 2015. | | S-1 | 9/21/2016 | 10.9 | 333-213736 |
| 10.9 | Lease by and between the Registrant and Caden Court, LLC, dated as of December 20, 2011 and amendments thereto dated December 6, 2013 and February 27, 2014. | | S-1 | 9/21/2016 | 10.5 | 333-213736 |
| 10.10(2) | Agency Agreement by and between the Registrant, Inmet S.A. and Bioceres, Inc. dated January 21, 2016. | | S-1 | 9/21/2016 | 10.10 | 333-213736 |
| 10.11(2) | Services Agreement by and between the Registrant, Inmet S.A. and Bioceres, Inc. dated January 21, 2016. | | S-1 | 9/21/2016 | 10.11 | 333-213736 |
| 10.12 | Settlement Agreement and Release dated January 23, 2017 by and between Neogen Corporation and the Registrant. | | 8-K | 1/23/2017 | 1.1 | 001-37941 |
| 21.1 | Subsidiaries of the Registrant | X | | | | |
| 23.1 | Consent of Independent Registered Public Accounting
Firm | X | | | | |
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) under the Securities and Exchange Act of 1934 | X | | | | |
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) under the Securities and Exchange Act of 1934 | X | | | | |
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | | | | |
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | | | | |
| 101.INS | XBRL Instance Document | X | | | | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | | | | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase
Document | X | | | | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | X | | | | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | | | | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase
Document | X | | | | |

| (1) | Indicates a management contract or compensatory
plan or arrangement. |
| --- | --- |
| (2) | Confidential treatment has previously been granted
by the SEC for certain portions of the referenced exhibit. |

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 29, 2019	SENESTECH, INC. — By:	/s/ Loretta P. Mayer, Ph.D.
		Loretta P. Mayer
		Chair of the Board, Chief Executive Officer and Chief Scientific Officer
Date: March 29, 2019	By:	/s/ Thomas C. Chesterman
		Thomas C. Chesterman
		Chief Financial Officer and Treasurer

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