- Current report filing (8-K)
March 04 2010 - 3:37PM
Edgar (US Regulatory)
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):
March 3,
2010
Senesco
Technologies, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-31326
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84-1368850
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(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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).
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
|
Item
1.01. Entry Into a Material Definitive Agreement
As
previously disclosed on Form 8-K which was filed on August 8, 2007, on August 1,
2007, Senesco Technologies, Inc. (“Senesco” or the “Company”) entered into a
binding Securities Purchase Agreement with YA Global Investments, L.P. (“YA
Global”) pursuant to which the Company sold certain Debentures (as defined
below) and warrants to YA Global. The Debentures were secured by all
of the Company’s assets.
On March
3, 2010, YA Global and Senesco entered into a letter agreement (the
“Agreement”) pursuant to which YA Global resold to the Company all of its
currently outstanding Debentures, which, in the aggregate, totaled $1,835,640,
(the “Debentures”) as well as a warrant to purchase 1,387,500 shares of the
Company’s common stock at an exercise price of $1.01 per share and a second
warrant to purchase 1,387,500 shares of the Company’s common stock at an
exercise price of $1.01 per share (collectively, the “Warrants”) (the
Warrants and Debentures shall be referred to herein as the “Securities”) for an
aggregate purchase price of $ 2,194,844, including accrued interest on the
Debentures. The Company borrowed the money for this repurchase from
its previously disclosed facility with JMP Securities LLC. The
Agreement contains normal and customary representations and
warranties. The Company anticipates that it will retire the
Securities. The transaction with YA Global closed simultaneous with
the execution of the Agreement.
Since
certain of the Company’s directors and their affiliates recently purchased all
of the Company’s outstanding convertible debentures held by Stanford Venture
Capital Holdings, Inc., the Company and certain of its insiders now maintain
control over all of the outstanding convertible debt of the
Company.
A copy of
the Agreement is filed as exhibit 10.1 to this periodic report on Form
8-K.
Item
8.01 Other Events.
On March 4, 2010, the Company issued a
press release announcing the repurchase of the Securities by the
Company. A copy of this press release is furnished as
Exhibit 99.1 to this periodic report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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|
Description
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10.1
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|
Letter
Agreement dated as of March 3, 2010 by and between the Company and YA
Global.
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99.1
|
|
Press
Release of Senesco Technologies, Inc. dated March 4, 2010 regarding the
entry into an agreement with YA
Global.
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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.
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SENESCO
TECHNOLOGIES, INC.
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|
|
|
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Dated:
March 4, 2010
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By:
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/s/
Jack Van Hulst
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|
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Name:
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Jack
Van Hulst
|
|
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Title:
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President
and Chief Executive Officer
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|
|
|
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