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Item 1.01
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Entry into a Material Definitive Agreement.
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On January 27, 2021, SenesTech, Inc. (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
and accredited investors (the “Purchasers”), pursuant to which the Company issued and sold to the Purchasers in a private
placement (the “Private Placement”) an aggregate of (i) 3,968,854 shares (the “Shares”) of its common stock,
par value $0.001 per share (the “Common Stock”), at a purchase price of $2.2785 per Share, (ii) pre-funded warrants
to purchase up to an aggregate of 420,000 shares of Common Stock (the “Pre-Funded Warrants”), at a purchase price of
$2.2775 per Pre-funded Warrant and (iii) associated warrants to purchase up to an aggregate of 2,194,427 shares of Common Stock
(the “Warrants”), for gross proceeds of approximately $10.0 million, prior to deducting placement agent fees and offering
expenses. The Private Placement closed on February 2, 2021.
The Pre-Funded Warrants have an exercise
price of $0.001 per share, are exercisable immediately, and may be exercised at any time after their original issuance until such
Pre-Funded Warrants are exercised in full. The Warrants have an exercise price of $2.216 per share, are exercisable immediately,
and have an exercise period of five and one-half years from the date of issuance. A holder of a Pre-funded Warrant or the Warrant
may not exercise any portion of such holder’s Pre-funded Warrants or Warrants to the extent that the holder, together with
its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding
shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the
Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding
immediately after giving effect to the exercise.
The net proceeds to the Company from the
Private Placement are expected to be approximately $9.0 million, after deducting placement agent fees and expenses and estimated
offering expenses payable by the Company. The Company intends to use the net proceeds from the Private Placement for general corporate
purposes.
In connection with the Private Placement,
the Company entered into a registration rights agreement, dated January 27, 2021 (the “Registration Rights Agreement”),
with the Purchasers, pursuant to which, among other things, the Company will prepare and file with the Securities and Exchange
Commission a registration statement on Form S-3 to register for resale the Shares and the shares of Common Stock issuable upon
the exercise of the Pre-Funded Warrants and the Warrants.
H.C. Wainwright & Co., LLC acted as
exclusive placement agent for the Private Placement. In connection with the Private Placement, the Company agreed to pay the placement
agent a cash fee equal to 7.5% of the gross proceeds of the Private Placement and a management fee of 1.0% of the gross proceeds
of the Private Placement, and reimburse the placement agent for a non-accountable expense allowance of $25,000 and accountable
expenses of $50,000. The Company also agreed to issue the placement agent warrants to purchase up to 7.5% of the aggregate number
of shares issuable to the investors in the Private Placement, or 329,164 shares of Common Stock (the “Placement Agent Warrants”).
The Placement Agent Warrants have an exercise price of $2.8481 per share, are exercisable immediately, and have an exercise period
of five and one-half years from the date of issuance.
The Purchase Agreement and the Registration
Rights Agreement contain customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification
obligations of the Company and the Purchasers, other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made only for purposes
of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to
limitations agreed upon by the contracting parties.
The Shares, the Pre-Funded Warrants, the
Warrants, the Placement Agent Warrants, and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants, the
Warrants and the Placement Agent Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act
and Rule 506(b) promulgated thereunder.
The foregoing description of the Purchase
Agreement, the Pre-Funded Warrants, the Warrants, the Registration Rights Agreement and the Placement Agent Warrants are not complete
and are qualified in their entirety by references to the full text of the Form of Purchase Agreement, the Form of Pre-Funded Warrant,
the Form of Warrant, the Form of Registration Rights Agreement and the Form of Placement Agent Warrant which are filed as exhibits
to this report and are incorporated by reference herein.