UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) February 12, 2004
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SENESCO TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-31326 84-1368850
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
303 George Street, Suite 420, New Brunswick, New Jersey 08901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (732) 296-8400
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
In connection with the private placement (the "Private Placement") of
Senesco Technologies, Inc., a Delaware corporation (the "Company"), which was
previously reported on the Company's Current Report on Form 8-K, filed on
February 3, 2004, the Company entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement") with an additional institutional investor on
February 12, 2004, pursuant to which the Company issued and sold an aggregate of
approximately 485,000 units at $2.37 per unit, comprised of one share of newly
issued common stock, $0.01 par value per share (the "Common Stock"), and a
five-year warrant to purchase 0.35 of a share of Common Stock at an exercise
price of $3.79 per share. Thereafter, on February 12, 2004, the Company and such
additional investor entered into Amendment No. 1 to the Securities Purchase
Agreement, pursuant to which the Company revised the terms of the Securities
Purchase Agreement to issue, in lieu of the warrant to purchase 0.35 of a share
of Common Stock, a warrant to purchase 0.50 of a share of Common Stock. In
connection therewith, the Company will issue to each prior investor in the
Private Placement, who had already been issued a warrant to purchase 0.35 of a
share of Common Stock for each share of Common Stock purchased in the Private
Placement, an additional warrant to purchase 0.15 of a share of Common Stock for
each share of Common Stock previously purchased by such investor.
On February 12, 2004, the Company and the additional investor also entered
into a Registration Rights Agreement (the "Registration Rights Agreement"), as
amended by Amendment No. 1 to the Registration Rights Agreement, pursuant to
which, among other things, the Company will pay to the investor, in cash, check,
or by wire transfer, one and one-half percent (1.5%) of the aggregate purchase
price paid by the investor for all shares and warrants sold to each such
investor in the event that the Company fails to respond in writing to any
comments of the Securities and Exchange Commission regarding the Registration
Statement within ten (10) business days following receipt thereof. The Company
will also provide this right to each prior investor in the Private Placement.
The securities sold in this private placement have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold in the United States in the absence of an effective
registration statement or exemption from the registration requirements under the
Securities Act. In accordance with the terms of the Registration Rights
Agreement, the Company has agreed to file a resale registration statement on
Form S-3 by March 18, 2004 to register, pursuant to the Securities Act, the
shares of Common Stock and shares of Common Stock underlying the warrants
acquired by the investors.
The Securities Purchase Agreement and the Registration Rights Agreement
were previously filed as exhibits to the Company's Current Report on Form 8-K,
filed on February 3, 2004. A complete copy of each of Amendment No. 1 to the
Securities Purchase Agreement, Amendment No. 1 to the Registration Rights
Agreement, and the related press release of the Company, are filed herewith as
Exhibits 10.3, 10.4 and 99.1, respectively, and are incorporated herein by
reference. The foregoing descriptions of: (i) Amendment No. 1 to the Securities
Purchase Agreement; (ii) Amendment No. 1 to the Registration Rights Agreement;
and (iii) the press release and any other documents or filings referenced herein
are qualified in their entirety by reference to such exhibits, documents or
filings.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description of Exhibits
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10.1 Form of Securities Purchase Agreement by and between the
Company and certain accredited investors (with attached
schedule of parties and terms thereto). Incorporated by
reference to the Company's Current Report on Form 8-K, filed
on February 3, 2004.
10.2 Form of Registration Rights Agreement by and between the
Company and certain accredited investors (with attached
schedule of parties and terms thereto). Incorporated by
reference to the Company's Current Report on Form 8-K, filed
on February 3, 2004.
10.3 Amendment No. 1 to the Securities Purchase Agreement by and
between the Company and Crestview Capital Master, L.L.C.
10.4 Amendment No. 1 to the Registration Rights Agreement by and
between the Company and Crestview Capital Master, L.L.C.
99.1 Press Release dated February 13, 2004, announcing the
additional investment under the Private Placement.
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SIGNATURE
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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.
By: /s/ Joel Brooks
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Name: Joel Brooks
Title: Chief Financial Officer
February 13, 2004