- Current report filing (8-K)
April 05 2010 - 8:09AM
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): April 1, 2010
Senesco
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-31326
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84-1368850
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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303
George Street
Suite
420
New
Brunswick, New Jersey 08901
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (732) 296-8400
Not
applicable
(Former
name or former address, if changed since last report).
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01 Other
Events
As previously disclosed in a Form 8-K
which was filed on March 29, 2010, Senesco Technologies, Inc. (the “Company”)
entered into Securities Purchase Agreements with certain investors for aggregate
gross proceeds to the Company in the amount of approximately $11.5 million and
net proceeds to the Company in the amount of approximately $10.8
million. On April 5, 2010, the Company issued a press release
announcing that it had closed on an aggregate of approximately $10.3 million of
the gross proceeds. The remaining $1.2 million in proceeds cannot be
closed upon until to Company receives stockholder approval. A copy of
the press release is furnished as Exhibit 99.1 to this periodic report on
Form 8-K.
Important
Information
In
connection with the private placement, the Company will prepare a proxy
statement for the Company’s stockholders to be filed with the Securities and
Exchange Commission (the “SEC”). The proxy statement will contain information
about the Company, the private placement and related matters. STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A
DECISION ABOUT APPROVING THE FINANCING AND TRANSACTIONS CONTEMPLATED
THEREBY.
In
addition to receiving the proxy statement from the Company by mail, shareholders
will be able to obtain the proxy statement, as well as other filings containing
information about the Company, without charge, from the SEC’s website (
http://www.sec.gov
)
or, without charge, from the Company’s website at
www.senesco.com
or by
directing such request to Senesco Technologies, Inc. 303 George St.,
Suite 420, New Brunswick, New Jersey 08901 Attention: Joel Brooks.
The
Company and its directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies.
Information concerning the Company and its directors and executive officers is
set forth in the Company’s proxy statement and Annual Report on Form 10-K
previously filed with the SEC.
Item 9.01
Financial
Statements and Exhibits.
(d) Exhibits
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99.1
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Press
Release, dated April 5, 2010
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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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By:
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/s/ Jack Van
Hulst
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Name: Jack
Van Hulst
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Title: President
and Chief Executive Officer
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