snes-20230821


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

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

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

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

On August 21, 2023, we entered into an inducement offer letter agreement (the “Inducement Letter”) with a certain holder (the “Holder”) of certain of our existing warrants to purchase up to (i) 77,431 shares of our common stock issued on October 26, 2020 and subsequently amended on November 16, 2022, at an exercise price of $3.165 per share, as amended (the “October 2020 Warrants”), and (ii) 2,857,144 shares of common stock issued on November 18, 2022, at an exercise price of $3.165 per share (the “November 2022 Warrants” and together with the October 2020 Warrants, the “Existing Warrants).

Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 2,934,575 shares of our common stock at a reduced exercise price of $0.7202 per share in consideration of our agreement to issue new common stock purchase warrants (the “New Warrants”), as described below, to purchase up to an aggregate of 5,869,150 shares of our common stock (the “New Warrant Shares”). We expect to receive aggregate gross proceeds of $2,113,480.92 from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by us.

We engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as our exclusive placement agent in connection with the transactions summarized above and have agreed to pay the Placement Agent a cash fee equal to 7.5% of the aggregate gross proceeds received from the Holder’s exercise of their Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing Warrants.

We have also agreed to reimburse the Placement Agent for its expenses in connection with the exercise of the Existing Warrants and the issuance of the New Warrants of up to $50,000 for its reasonable and documented out-of-pocket expenses, including legal fees and closing costs, $25,000 for its non-accountable expenses, and $15,950 for its closing costs, including out-of-pocket costs of the clearing agent. We also agreed to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to 146,729 shares of common stock (5% of the Existing Warrants being exercised) which will have the same terms as the New Warrants except the Placement Agent Warrants will have an exercise price equal to $0.9003 per share (125% of the reduced exercise price of the Existing Warrants). Similar to the New Warrants, the Placement Agent Warrants will be immediately exercisable on or after the Stockholder Approval Date (as defined in the New Warrants), or if it is determined that such Stockholder Approval (as defined in the New Warrants) is not required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from our stockholders with respect to the issuance of the New Warrants and the New Warrant Shares, from the date of issuance until the five year anniversary of such date. The closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on August 24, 2023 (the “Closing Date”), subject to satisfaction of customary closing conditions. We expect to use the net proceeds from these transactions for general corporate purposes.

The resale of the shares of our common stock underlying the October 2020 Warrants have been registered pursuant to an existing registration statement on Form S-1 (File No. 333-251173), declared effective by the Securities and Exchange Commission (the “SEC”) on December 16, 2020, and the issuance of the shares of common stock underlying the November 2022 Warrants have been registered pursuant to an existing registration statement on Form S-1 (File No. 333-267991), declared effective by the SEC on November 16, 2022.

We also agreed to file a registration statement on Form S-3 (or other appropriate form if we are not then Form S-3 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), as soon as practicable after the Closing Date, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 90 days following the date of the Inducement Letter and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares. In the Inducement Letter, we agreed not to issue any shares of common stock or common stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until 45 days after the Closing Date. We also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until one (1) year after the Closing Date (subject to an exception).

The following summary of certain terms and provisions of the New Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the New Warrants, the form of which is filed as Exhibit 4.33 to this Current Report on Form 8-K and is incorporated herein by reference. The following description of the New Warrants is qualified in its entirety by reference to such exhibit.

Each New Warrant will have an exercise price equal to $0.7202 per share. The New Warrants will be immediately exercisable on or after the Stockholder Approval Date (as defined in the New Warrants), or if it is determined that such Stockholder Approval (as defined in the New Warrants) is not required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from our stockholders with respect to the issuance of the New Warrants and the New Warrant Shares, from the date of issuance until either the five year or thirteen month anniversary of such date, as applicable. The exercise price and number of New Warrant Shares issuable upon exercise of the New Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, subsequent rights offerings, pro rata distributions, reorganizations, or similar events affecting our common stock and the exercise price.

The New Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s New Warrants to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding common stock immediately after exercise, except that upon prior notice from the holder to us, the holder may increase or decrease the amount of ownership of outstanding stock after exercising the holder’s New Warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the New Warrants, provided that any increase will not be effective until 61 days following notice to us.

If, at the time a holder exercises its New Warrants, a registration statement registering the resale of the New Warrant Shares by the holder under the Securities Act of 1933, as amended (the “Securities Act”) is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part), the net number of shares of common stock determined according to a formula set forth in the New Warrants.

Except as otherwise provided in the New Warrants or by virtue of the holder’s ownership of shares of our common stock, such holder of New Warrants does not have the rights or privileges of a holder of our common stock, including any voting rights, until such holder exercises such holder’s New Warrants. The New Warrants will provide that the holders of the New Warrants have the right to participate in distributions or dividends paid on our shares of common stock.

If at any time the New Warrants are outstanding, we, either directly or indirectly, in one or more related transactions effect a Fundamental Transaction (as defined in the New Warrants), a holder of New Warrants will be entitled to receive, the number of shares of common stock of the successor or acquiring corporation or of our company, if we are the surviving corporation, and any additional consideration receivable as a result of the Fundamental Transaction by such holder of the number of shares of common stock for which the New Warrants are exercisable immediately prior to the Fundamental Transaction. As an alternative, and at the holder’s option in the event of a Fundamental Transaction, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable fundamental transaction), we shall purchase the unexercised portion of the New Warrants from the holder by paying to the holder an amount of cash equal to the Black Scholes Value (as defined in the New Warrants) of the remaining unexercised portion of the New Warrants on the date of the consummation of such Fundamental Transaction.

The forms of Inducement Letter and New Warrants are attached as Exhibits 10.29 and 4.33, respectively. The description of the terms of the Inducement Letter and the New Warrants are not intended to be complete and are qualified in its entirety by reference to such exhibits. The Inducement Letter contains customary representations, warranties and covenants by us which were made only for the 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.

We issued the New Warrants and the Placement Agent Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2). Neither the issuance of the New Warrants, the Placement Agent Warrants, nor the New Warrant Shares or the shares of common stock issuable upon the exercise of the Placement Agent Warrants have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the New Warrants and the Placement Agent Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.


23460 N. 19th Avenue, Suite 110 Phoenix, AZ						85027
(Address of principal executive offices)						(Zip Code)


Exhibit No.						Description
4.33						F orm of New Wa rrants
10.29						Form of Inducement Letter
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


Date: August 22, 2023	SENESTECH, INC.

	By:	/s/ Thomas C. Chesterman
		Thomas C. Chesterman
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary