UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment
No. __)
Senesco Technologies,
Inc.
(Name of
Issuer)
Common
Stock, $0.01 par value per share
(Title of
Class of Securities)
817208408
(CUSIP
Number)
Christopher
Forbes
c/o
Forbes, Inc.
60 Fifth
Avenue
New York,
NY 10011
732-296-8400
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
19, 2010
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box:
o
Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 240.13d-7 for other parties to whom copies
are to be sent.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
(Continued
on following pages) (Page 1 of 8 Pages)
CUSIP
No.
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817208408
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SCHEDULE
13D
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Page
2
of
8
Pages
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1
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NAME
OF REPORTING PERSON
Christopher
Forbes
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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7
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SOLE
VOTING POWER
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NUMBER
OF
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22,636,180
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SHARES
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8
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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0
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EACH
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9
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
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22,636,180
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WITH
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,074,180
shares of common stock, 3,966,477 shares of common stock issuable pursuant
to warrants which are exercisable within 60 days of the date hereof,
438,949 shares of common stock issuable pursuant to options which are
exercisable within 60 days from the date hereof, 15,156,574** shares
issuable upon a convertible debenture which may be converted within 60
days of the date hereof. Such amount excludes 20,000 shares
underlying warrants which become exercisable more than sixty (60) days
after the date hereof.
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.8%
*
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Such
amount includes 3,074,180 shares of common stock, 3,966,477 shares of common
stock issuable pursuant to warrants which are exercisable within 60 days of the
date hereof, 438,949 shares of common stock issuable pursuant to options which
are exercisable within 60 days from the date hereof, 15,156,574** shares
issuable upon a convertible debenture which may be converted within 60 days of
the date hereof. Such amount excludes 20,000 shares underlying
warrants which become exercisable more than sixty (60) days after the date
hereof.
** Such
amount may change as the conversion used is the rate that the convertible
debentures may convert at as of February 19, 2010. However, the
conversion rate may change as the convertible debentures convert at a floating
conversion rate equal to the lower of $0.83, subject to adjustment, or 80% of
the lowest daily VWAP for the five day period immediately preceding the
conversion date.
CUSIP
No.
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817208408
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SCHEDULE
13D
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Page 3
of
8
Pages
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Item 1.
Security and
Issuer
.
The
reporting person has previously filed a Schedule 13G, as amended, with the
Securities and Exchange Commission. The most recent such amendment
was filed on February 6, 2008. This filing relates to the common
stock, par value $.01 per share (the “Common Stock”), of Senesco Technologies,
Inc., a Delaware corporation (the “Issuer”). On February 19, 2010 the reporting
person consummated a Securities Purchase Agreement with Stanford Venture Capital
Holdings, Inc. wherein, as a result of such purchase, the reporting person
became the beneficial owner of an amount greater than 20% of the Common Stock of
the Issuer. Accordingly, in response to the purchase of such
securities, the reporting person is filing the Schedule 13D. The principal
executive offices of the Issuer are located at 303 George Street, Suite 420, New
Brunswick, New Jersey.
Item 2.
Identity and
Background
.
(a)
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Name
of Persons Filing:
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Christopher
Forbes
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(b)
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Address
of Principal Business Office or if None, Residence:
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Forbes,
Inc.
60
Fifth Avenue
New
York, NY 10011
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(c)
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Mr. Forbes
is the Vice Chairman of Forbes, Inc., which publishes Forbes Magazine
and Forbes.com. Any correspondence regarding this filing should
be addressed c/o Christopher Forbes at the mailing address
above.
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(d)
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During
the last five years, Mr. Forbes has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, Mr. Forbes has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws was issued nor a finding of any violation with respect to
such laws was made.
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(f)
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Mr.
Forbes is a United States citizen.
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Item 3.
Source and Amount of Funds or Other
Consideration
.
Mr.
Forbes used his personal funds for the purchase of the Common
Stock.
CUSIP
No.
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817208408
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SCHEDULE
13D
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Page 4
of
8
Pages
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Item 4.
Purpose of
Transaction.
Christopher
Forbes is a director of the Issuer. Mr. Forbes has, in the past, and most
recently has acquired the Common Stock of the Issuer for investment purposes
only. From time to time, Mr. Forbes evaluates transactions both with the
Issuer with third parties for the purchase of additional securities of the
Issuer for his investment purposes. As previously reported on Form 8-K
filed on November 9, 2010, Mr. Forbes is party to a purchase agreement with
Stanford International Bank, Ltd., wherein it is anticipated that Mr. Forbes
will acquire up to 1,167,255 additional shares of Common Stock upon the
consummation of certain closing conditions which have not yet been
met.
With the
exception of the foregoing, Mr. Forbes has no present plan or proposal that
relates to or would result in (i) the acquisition of additional securities or
the disposition of securities of the Issuer by any person, (ii) an extraordinary
corporate transaction, such as a merger, reorganization, liquidation, or sale or
transfer of a material amount of assets involving the Issuer or any of its
subsidiaries, (iii) any change in the Issuer's present Board of Directors or
management, (iv) any material change in the Issuer's present capitalization or
dividend policy or any other material change in the Issuer's business or
corporate structure, (v) any change in the Issuer's charter or by-laws or other
actions that may impede the acquisition of control of the Issuer by any person,
(vi) any change that would result in any class of the Issuer's equity securities
becoming eligible for termination of its registration pursuant to the Securities
Exchange Act of 1934, as amended, or to cease to be authorized to be quoted in
NYSE Amex Exchange, or (vii) any similar action. However, the filer reserves the
right to formulate plans or proposals specified in clauses (i) through (vii)
hereof.
Item 5. Interest
in Securities of the Issuer.
(5)(a)
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Number
of Shares beneficially owned by Mr. Forbes:
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22,636,180
(43.8% of the Common Stock)
Such
amount includes 3,074,180 shares of common stock
,3,966,477 shares of common stock issuable pursuant to warrants
which are exercisable within 60 days of the date hereof, 438,949 shares of
common stock issuable pursuant to options which are exercisable within 60
days from the date hereof, 15,156,574* shares issuable upon a convertible
debenture which may be converted within 60 days of the date
hereof. Such amount excludes 20,000 shares underlying warrants
which become exercisable more than sixty (60) days after the date
hereof.
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(5)(b)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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22,636,180
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(ii)
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Shared
power to vote or to direct the vote:
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0
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(iii)
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Sole
power to dispose or to direct the disposition of:
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22,636,180
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(iv)
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Shared
power to dispose or to direct the disposition of:
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0
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*Such
amount may change as the conversion used is the rate that the convertible
debentures may convert at as of February 19, 2010. However, the
conversion rate may change as the convertible debentures convert at a floating
conversion rate equal to the lower of $0.83, subject to adjustment, or 80% of
the lowest daily VWAP for the five day period immediately preceding the
conversion date.
CUSIP
No.
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817208408
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SCHEDULE
13D
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Page 5
of
8
Pages
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5(c)
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During
the past sixty days prior to the date hereof Mr. Forbes purchased shares
of Common Stock of the Issuer.
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No.
5(d)
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No
person other than the filing persons has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by Mr.
Forbes.
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Item 6.
Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer.
Except
for the purchase agreement with Stanford International Bank, Ltd., the filing
person does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the securities, finder’s fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7.
Material
to be Filed as Exhibits.
Exhibit
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Name
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99.1
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Securities
Purchase Agreement by and between Christopher Forbes and Stanford Venture
Capital Holdings, Inc. dated as of November 6,
2009.
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct. The
undersigned hereby express our agreement that this Schedule 13D is filed on
behalf of each of us pursuant to Rule 13d-1(k) under the Securities Exchange
Act.
Dated:
March 1, 2010
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By:
/s/ Christopher
Forbes
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Name:
Christopher Forbes
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Attention: Intentional
misstatements or omissions of fact constitute Federal criminal
violations
(See
18 U.S.C. 1001)
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