PHOENIX, April 10,
2023 /PRNewswire/ -- SenesTech, Inc. (NASDAQ: SNES,
"SenesTech" or the "Company") (www.senestech.com), the rodent
fertility control experts and inventors of the only EPA registered
contraceptive for male and female rats, ContraPest®, today
announced that it has entered into a definitive agreement for the
purchase and sale of up to an aggregate of 857,146 shares of its
common stock (or common stock equivalents in lieu thereof), at a
purchase price of $1.75 per share (or
common stock equivalent in lieu thereof), in a registered direct
offering priced at-the-market under Nasdaq rules. The Company has
also agreed to issue in a concurrent private placement unregistered
Series C warrants (the "Series C Warrants") to purchase up to an
aggregate of 857,146 shares of common stock. The Series C Warrants
will have an exercise price of $1.62
per share, are immediately exercisable upon issuance, and will
expire five and one-half (5.5) years from the date of issuance. The
closing of the offering is expected to occur on or about
April 12, 2023, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to the Company from the offering are expected
to be approximately $1.5 million,
before deducting the placement agent's fees and other offering
expenses payable by the Company. The Company intends to use the net
proceeds from this offering for general corporate purposes.
The securities described above (excluding the Series C Warrants
and the shares of common stock underlying the Series C Warrants)
are being offered and sold by the Company in a registered direct
offering pursuant to a "shelf" registration statement on Form S-3
(File No. 333-261227) that was originally filed with the Securities
and Exchange Commission (the "SEC") on November 19, 2021, and declared effective on
May 6, 2022. The offering of such
securities in the registered direct offering is being made only by
means of a prospectus supplement that forms a part of the effective
registration statement. A final prospectus supplement and the
accompanying base prospectus relating to the registered direct
offering will be filed with the SEC and will be available on the
SEC's website at www.sec.gov. Electronic copies of the final
prospectus supplement and the accompanying base prospectus may also
be obtained, when available, from H.C. Wainwright & Co., LLC at
430 Park Avenue, 3rd Floor, New York,
NY 10022, by phone at (212) 856-5711 or e-mail at
placements@hcwco.com.
The Series C Warrants described above are being offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Act"), and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
such warrants, have not been registered under the Act, or
applicable state securities laws. Accordingly, the Series C
Warrants and the underlying shares of common stock may not be
offered or sold in the United
States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About SenesTech
We are the experts in rat fertility control. Our passion is to
create a healthy environment by better controlling rat pest
populations. We keep an inescapable truth in mind. Two rats and
their descendants can be responsible for the birth of up to 15,000
pups after a year. We invented ContraPest, the only U.S. EPA
registered contraceptive for male and female rats. ContraPest fits
seamlessly into all integrated pest management programs, greatly
improving the overall goal of effective rat management. We strive
for clean cities, efficient businesses, and happy households – with
a product that was designed to be effective and sustainable without
killing rats. At SenesTech, we are committed to improving the
health of the world by humanely managing animal populations through
fertility control.
For more information visit https://senestech.com/ and
https://contrapeststore.com.
Safe Harbor Statement
This press release contains "forward-looking statements" within
the meaning of federal securities laws, and we intend that such
forward-looking statements be subject to the safe harbor created
thereby. Such forward-looking statements include, among others, the
completion of the offering, the satisfaction of customary closing
conditions related to the offering and the intended use of proceeds
therefrom. Forward-looking statements may describe future
expectations, plans, results or strategies and are often, but not
always, made through the use of words such as "believe," "may,"
"future," "plan," "will," "should," "expect," "anticipate,"
"eventually," "project," "estimate," "continuing," "intend" and
similar words or phrases. You are cautioned that such statements
are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from those reflected by
such forward-looking statements. Such factors include, among
others, the impacts and implications of the COVID-19 pandemic, the
successful commercialization of our products, market acceptance of
our products, regulatory approval and regulation of our products
and other factors and risks identified from time to time in our
filings with the Securities and Exchange Commission, including our
Annual Report on Form 10-K for the fiscal year ended December 31, 2022. All forward-looking statements
contained in this press release speak only as of the date on which
they were made and are based on management's assumptions and
estimates as of such date. Except as required by law, we do not
undertake any obligation to publicly update any forward-looking
statements, whether as a result of the receipt of new information,
the occurrence of future events or otherwise.
CONTACT:
Investors: Robert Blum, Joe Dorame, Joe Diaz,
Lytham Partners, LLC,
602-889-9700, senestech@lythampartners.com
Company: Tom Chesterman, Chief Financial Officer,
SenesTech, Inc., 928-779-4143
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SOURCE SenesTech, Inc.