8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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):  May 16, 2008

Senesco Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31326	84-1368850
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)
303 George Street, Suite 420, New Brunswick, New Jersey		08901
(Address of Principal Executive Offices)		(Zip Code)

(732) 296-8400

(Registrant’s telephone number,
including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 2.02.Results of Operations and Financial Condition.

On May 16, 2008, Senesco Technologies, Inc., a Delaware corporation (the “Company”), issued a press release to report the Company’s financial results for the three-month period ended March 31, 2008.  The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Press Release of Senesco Technologies, Inc. dated May 16, 2008.

2

SIGNATURE

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: May 16, 2008	By:	/s/ Bruce Galton
		Name: Bruce Galton
		Title:  President and Chief Executive Officer

3

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

Company Contact:	Investor Relations Contact:
Senesco Technologies, Inc.	FD
Joel Brooks	Brian Ritchie
Chief Financial Officer	brian.ritchie@fd.com
jbrooks@senesco.com	212-850-5600
(732) 296-8400

Senesco Technologies Reports Third Quarter Fiscal 2008 Financial Results

NEW BRUNSWICK, N.J. (May 16, 2008) - Senesco Technologies, Inc. (“Senesco” or the “Company”) (AMEX:SNT) today reported financial results for the three months ended March 31, 2008.

Net loss for the three month period ended March 31, 2008 was $2.0 million, or $0.12 per share, compared with a net loss of $0.8 million, or $0.05 per share, for the three month period ended March 31, 2007.  This increase in net loss was primarily the result of an increase of $0.8 million in expenses associated with the outstanding convertible notes that were issued during the current fiscal year, and an increase in operating expenses.

Quarterly and Recent Highlights

·Senesco regained compliance with AMEX’s continued listing requirements.

·Preclinical pancreatic islet cell research that was funded by the Company, was presented at two important industry conferences, the Keystone Islet and Beta Cell Symposium, and the Upper Midwest Islet Club’s Annual Meeting.  Using a small interfering RNA (siRNA) against Senesco’s Factor 5A technology, the data showed what Senesco believes to be a variety of promising results regarding delivery of the technology, as well as islet protection and function.

·The Company announced the results of preclinical animal studies focused on multiple myeloma.In the studies, mice were injected subcutaneously with human multiple myeloma cancer cells to form myeloma tumors in their flanks. Treated mice were injected intratumorally with Factor 5A therapy encapsulated in nanoparticles, while control mice received a nanoparticle without the Factor 5A therapy.  One of the dosing regimens showed evidence of significant tumor regression relative to the untreated control mice, while the other showed a diminished rate of tumor growth along with some regression.

·Initial field trials conducted with ArborGen, LLC over a three year period in certain species of trees have concluded and the trees have been harvested for wood quality assessment.  Preliminary data from the field trials show significantly enhanced growth rates in some of the trees relative to controls.  The Company and ArborGen have selected promising genetic lines which are now being prepared for additional field trials.

Bruce Galton, President and Chief Executive Officer of the Company, said, “We continue to progress our human health programs and believe we have positive preclinical results in our multiple myeloma studies and pancreatic islet cell research.  Senesco is working closely with our contract research organization in evaluating materials and planning the work ahead for our multiple myeloma program.  In addition, our agricultural licensees have initiated research with our technology in crops such as corn, soy, rice, canola and cotton.  We continue banana field trials with our joint venture partner, Rahan Meristem.  Our technology provides a very broad platform of applications for human health in oncology and inflammatory diseases and across a variety of food and non-food agricultural crops.”

Revenue of $79,167 for the three month period ended March 31, 2008 consisted of milestone payments and the amortized portion of previous milestone payments received in connection with certain license agreements.  During the three-month period ended March 31, 2007, revenue of $6,250 consisted of the amortized portion of previous milestone payments received in connection with certain development and license agreements.

Research and development expenses during the three month period ended March 31, 2008 were $474,176, compared with $314,294 during the three month period ended March 31, 2007.  This increase resulted from an expansion of Senesco’s human health programs, including the Company’s cancer research program, and an unfavorable exchange rate variance in connection with Senesco’s research agreement at the University of Waterloo.  The Company expects research and development expenses to continue to increase as it expands its research activities, particularly in the area of human health.

General and administrative expenses were $876,966 for the three month period ended March 31, 2008, compared with $514,189 during the three month period ended March 31, 2007.  This increase was primarily due to a $458,000 increase in stock-based compensation, which includes the Black-Scholes value of $384,000 of warrants extended and repriced in connection with an amendment to a financial advisory agreement entered into February 14, 2008, the amortized portion of the compensation charge in connection with our short-term stock incentive plan and  the amortized portion of the Black-Scholes value of options and warrants previously granted to directors, employees and consultants.  This was partially offset by a $79,000 decrease in depreciation and amortization.

At March 31, 2008, Senesco had cash, cash equivalents and investments of $4,549,233.  With the remaining potential gross proceeds of $3 million of the Company’s previously announced $10 million financing, Senesco should be able to operate according to the Company’s current business plan for the next 18 months.  The receipt of the remaining $3 million of proceeds is dependent upon entering into certain supply agreements with third party manufacturers.  If Senesco does not meet all or some of the foregoing funding milestones, then the current $4.5 million is sufficient for the next 12 months.

About Senesco Technologies, Inc.

Senesco Technologies, Inc. is a U.S. biotechnology company, headquartered in New Brunswick, NJ.  Senesco has initiated preclinical research to trigger or delay cell death in mammals (apoptosis) to determine if the technology is applicable in human medicine.  Accelerating apoptosis may have applications to development of cancer treatments.  Delaying apoptosis may have applications to certain diseases inflammatory and ischemic diseases.  Senesco takes its name from the scientific term for the aging of plant cells: senescence.  Delaying cell breakdown in plants extends freshness after harvesting, while increasing crop yields, plant size and resistance to environmental stress.  The Company believes that its technology can be used to develop superior strains of crops without any modification other than delaying natural plant senescence.  Senesco has partnered with leading-edge companies engaged in agricultural biotechnology and earns research and development fees for applying its gene-regulating platform technology to enhance its partners’ products.

Certain statements included in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Actual results could differ materially from such statements expressed or implied herein as a result of a variety of factors, including, but not limited to: the development of the Company’s gene technology; the approval of the Company’s patent applications; the successful implementation of the Company’s research and development programs and joint ventures; the success of the Company's license agreements; the acceptance by the market of the Company’s products; success of the Company’s preliminary studies and preclinical research; competition and the timing of projects and trends in future operating performance, the Company’s ability to meet its funding milestones under its financing transaction, the Company’s ability to comply with the continued listing standards of the AMEX, as well as other factors expressed from time to time in the Company’s periodic filings with the Securities and Exchange Commission (the "SEC").  As a result, this press release should be read in conjunction with the Company’s periodic filings with the SEC.  The forward-looking statements contained herein are made only as of the date of this press release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

(tables to follow)

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended March 31,			For the Three Months Ended March 31,			For the Nine Months Ended March 31,			For the Nine Months Ended March 31,			From Inception on July 1, 1998 through March 31,
	2008			2007			2008			2007			2008
Revenue	$	79,167		$	6,250		$	456,667		$	268,750		$	1,175,000
Operating Expenses:
General and administrative	876,966			514,189			1,851,876			2,001,068			21,286,069
Research and development	474,176			314,294			1,219,325			863,037			9,412,494
Total Operating Expenses	1,351,142			828,483			3,071,201			2,864,105			30,698,563
Loss From Operations	(1,271,975		)	(822,233		)	(2,614,534		)	(2,595,355		)	(29,523,563		)
Sale of state income tax loss, net	—			—			—			—			586,442
Other noncash income	—			—			—			—			321,259
Interest income, net	43,907			20,916			76,013			57,936			455,801
Amortization of debt discount and financing costs	(628,626		)	—			(927,054		)	—			(927,054		)
Interest expense on convertible notes	(187,473		)	—			(255,309		)	—			(255,309		)
Net Loss	$	(2,044,167	)	$	(801,317	)	$	(3,720,884	)	$	(2,537,419	)	$	(29,342,424	)
Basic and Diluted Net Loss Per Common Share	$	(0.12	)	$	(0.05	)	$	(0.21	)	$	(0.15	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding	17,583,461			17,473,694			17,510,410			16,732,003

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			June 30,
	2008			2007
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	4,049,233		$	408,061
Short-term investments	500,000			250,000
Prepaid expenses and other current assets	57,695			104,526
Total Current Assets	4,606,928			762,587
Property and equipment, net	6,880			7,526
Intangibles, net	3,032,449			2,544,447
Deferred financing costs	729,029			—
Security deposit	7,187			7,187
TOTAL ASSETS	$	8,382,473		$	3,321,747
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	168,525		$	109,258
Accrued expenses	509,619			377,359
Deferred revenue	—			16,667
Total Current Liabilities	678,144			503,284
Convertible note, net of discount	819,525			—
Grant payable	99,728			99,728
Other liability	24,595			29,196
TOTAL LIABILITIES	1,621,992			632,208
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; authorized 5,000,000 shares, no shares issued	—			—
Common stock, $0.01 par value; authorized 100,000,000 shares, issued and outstanding 17,728,314 and 17,473,694, respectively	177,283			174,737
Capital in excess of par	35,925,622			28,136,342
Deficit accumulated during the development stage	(29,342,424		)	(25,621,540		)
TOTAL STOCKHOLDERS’ EQUITY	6,760,481			2,689,539
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	8,382,473		$	3,321,747