UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
The disclosure provided in Item 5.02 of this Current Report on Form 8-K relating to the Separation Agreement with Mr. Siegel is hereby incorporated by reference into this Item 1.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the previously announced retirement of Kenneth Siegel, our former Chief Executive Officer, we entered into a separation agreement with Mr. Siegel (the “Separation Agreement”), dated December 29, 2022. Mr. Siegel’s last day of employment with us was November 15, 2022 (the “Separation Date”). Pursuant to the Separation Agreement, Mr. Siegel also resigned from his position as a director of our company effective as of December 31, 2022. We have paid to Mr. Siegel all accrued salary, and all accrued and unused vacation earned through the Separation Date.
Pursuant to the Separation Agreement, if Mr. Siegel signs and does not revoke the Separation Agreement prior to the eighth day after the date the Separation Agreement is signed, we will provide Mr. Siegel the following severance benefits: (a) we will pay the equivalent of 12 months base salary in effect as of the Separation Date, commencing on the first regular payroll date that falls on or after the 60th day following the Separation Date, with the first payment to include the payments that Mr. Siegel would have been paid during the 60-day period; (b) if Mr. Siegel timely elects continued medical and dental insurance continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, we will continue to pay the cost of the COBRA premiums until the earlier of (i) November 30, 2023, (ii) the date Mr. Siegel became eligible for health insurance coverage through a new employer, or (iii) the date Mr. Siegel ceases to be eligible for COBRA continuation coverage for any reason, including plan termination; and (c) we will accelerate the vesting on all of Mr. Siegel’s outstanding equity awards so that he will be deemed fully vested in all such awards. In addition, notwithstanding anything in the applicable equity award agreements, grant notices, or plan documents, all of Mr. Siegel’s outstanding equity awards will be exercisable until the date that is five years after the Separation Date. Except as modified by the Separation Agreement, Mr. Siegel’s outstanding equity awards will continue to be governed by the terms of the applicable equity award agreements, grant notices, and plan documents.
Pursuant to the Separation Agreement, as of the Separation Date, Mr. Siegel acknowledged and agreed that the Separation Agreement supersedes and replaces all benefits, rights, and obligations in connection with Mr. Siegel’s employment with our company, including, without limitation, any rights or benefits under our executive severance pay plan. Accordingly, Mr. Siegel further acknowledged and agreed that the Separation Agreement sets forth all compensation and benefits to which Mr. Siegel is entitled and will be paid to Mr. Siegel in full satisfaction thereof, in connection with Mr. Siegel’s employment with our company.
Pursuant to the Separation Agreement, Mr. Siegel and the company each provided a general release of claims against the other for any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions relating to or arising out of Mr. Siegel’s employment with the company and occurring prior to or on the date the Separation Agreement was signed. The company’s release does not extend to claims arising at any time from Mr. Siegel’s contractual and statutory obligations to refrain from the unauthorized use or disclosure of proprietary or trade secret information belonging to the company, nor to any claims arising at any time from Mr. Siegel’s willful misconduct that causes material injury to the company or its shareholders.
The description of the Separation Agreement set forth above does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.25, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibits | |
| 10.25 | Separation Agreement between SenesTech, Inc. and Kenneth Siegel dated December 29, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
| Date: January 5, 2023 | SENESTECH, INC. | |
| By: | /s/ Thomas C. Chesterman | |
| Thomas C. Chesterman | ||
| Chief Financial Officer | ||
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