As
filed with the Securities and Exchange Commission on August 6, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SENESTECH,
INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
20-2079805 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
23460
N. 19th Avenue, Suite 110
Phoenix, Arizona 85027
(Address
of Principal Executive Offices) (Zip Code)
SENESTECH,
INC.
2018
EQUITY INCENTIVE PLAN, AS AMENDED
(Full
Title of the Plan)
Thomas
C. Chesterman
Executive
Vice President, Chief Financial Officer, Treasurer and Secretary
SenesTech,
Inc.
23460
N. 19th Avenue, Suite 110
Phoenix, Arizona 85027
(928) 779-4143
(Name,
Address, and Telephone Number, Including Area Code, of Agent for Service)
Copy
to:
Brian
H. Blaney, Esq.
Katherine
A. Beck, Esq.
Stephanie T. Graffious, Esq.
Greenberg Traurig, LLP
2375 E. Camelback Road, Suite 800
Phoenix,
Arizona 85016
(602)
445-8000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
|
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
| Accelerated
filer |
☐ |
|
|
|
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
We
are filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register
an aggregate of 200,000 additional shares (the “Additional Shares”) of our common stock, par value $0.001 per share
(“Common Stock”), available for issuance under our 2018 Equity Incentive Plan, as amended (the “Plan”).
The Additional Shares are being registered in addition to our Common Stock previously registered for issuance under the Plan pursuant
to our Registration Statements on Form S-8 filed with the Commission on June 19, 2018 (Registration No. 333-225710), August 14, 2020
(Registration No. 333-246258), August 16, 2021 (Registration No. 333-258851), February 10, 2023 (Registration No. 333-269686), and September
26, 2023 (Registration No. 333-274700) (such prior registration statements on Form S-8, the “Prior Registration Statements”).
This
Registration Statement relates to securities of the same class as those registered under the Prior Registration Statements and is being
filed in accordance with General Instruction E to Form S-8 regarding the registration of additional securities. Pursuant to such instruction,
the contents of the Prior Registration Statement are hereby incorporated by reference and made part of this Registration Statement, except
to the extent supplemented, superseded, or modified by the specific information set forth below or the specific exhibits attached hereto.
PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which we have filed with the Commission, are incorporated by reference in this Registration Statement:
| (a) | Annual
Report on Form 10-K, as amended by the Form 10-K/A, for the year ended December 31, 2023,
as filed with the Commission on February
21, 2024 and April
29, 2024, respectively; |
| (b) | Quarterly
Report on Form 10-Q for the quarter ended March
31, 2024, as filed with the Commission on May 9, 2024; |
| (c) | Definitive
Proxy Statement on Schedule 14A, as filed with the Commission on May
28, 2024; |
| (d) | Current
Reports on Form 8-K as filed with the Commission on February
27, 2024, May 1,2024, June
20, 2024, July 15, 2024, July
23, 2024, and August 5, 2024, but only to the extent that the items therein are specifically stated to be “filed”
rather than “furnished” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”); and |
| (e) | The
description of our Common Stock contained in the Registration Statement on Form
8-A (File No. 001-37941) as filed with the Commission on November 7, 2016, as updated
by the description of our registered securities contained in Exhibit
4.1 to the Annual Report on Form
10-K/A for the year ended December 31, 2019, as filed with the Commission on April 21,
2020, including any amendment or report filed for the purpose of updating such description. |
In
addition, all documents subsequently filed with the Commission by us pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or
document or current report furnished under Item 2.02 or 7.01 of Form 8-K that is not deemed “filed” under such provisions.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed
document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Under no
circumstances will any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such
Form 8-K expressly provides to the contrary.
You
should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. We
have not authorized anyone to provide you with different information. You should not assume that the information in this Registration
Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
Item
8. Exhibits.
| * | Incorporated
by reference. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Phoenix, state of Arizona, on August 6, 2024.
| |
SENESTECH,
INC. |
| |
|
|
| |
By: |
/s/
Joel L. Fruendt |
| |
|
Joel
L. Fruendt |
| |
|
President
and Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joel L. Fruendt and Thomas C.
Chesterman, and each of them, as his or her true and lawful attorney-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Joel L. Fruendt |
|
President,
Chief Executive Officer and Director |
|
August 6, 2024 |
| Joel
L. Fruendt |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Thomas C. Chesterman |
|
Executive
Vice President, Chief Financial Officer, |
|
|
| Thomas
C. Chesterman |
|
Treasurer and Secretary (Principal
Financial and Accounting Officer) |
|
August 6, 2024 |
| |
|
|
|
|
| /s/
Jamie Bechtel |
|
Chair
of the Board |
|
August 6, 2024 |
| Jamie
Bechtel |
|
|
|
|
| |
|
|
|
|
| /s/
Phil Grandinetti III |
|
Director |
|
August 6, 2024 |
| Phil
Grandinetti III |
|
|
|
|
| |
|
|
|
|
| /s/
Jake Leach |
|
Director |
|
August 6, 2024 |
| Jake
Leach |
|
|
|
|
| |
|
|
|
|
| /s/
Matthew K. Szot |
|
Director |
|
August 6, 2024 |
| Matthew
K. Szot |
|
|
|
|
II-3
Exhibit 5.1
August 6, 2024
SenesTech, Inc.
23460 N. 19th Avenue, Suite 100
Phoenix, Arizona 85027
| Re: | Registration Statement on Form S-8
SenesTech, Inc. |
Ladies and Gentlemen:
As legal counsel to SenesTech,
Inc., a Delaware corporation (the “Company”), we have assisted in the preparation of the Company’s Registration
Statement on Form S-8 (the “Registration Statement”), to be filed with the Securities and Exchange Commission on or
about August 6, 2024, in connection with the registration under the Securities Act of 1933, as amended, of 200,000 additional
shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable pursuant to the Company’s
2018 Equity Incentive Plan, as amended (the “Plan”). Such additional shares of Common Stock issuable pursuant to the
Plan are referred to as the “Shares.” The facts, as we understand them, are set forth in the Registration Statement.
With respect to the opinion
set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies,
only of the following:
A. The
Amended and Restated Certificate of Incorporation of the Company, as amended;
B. The
Amended and Restated Bylaws of the Company, as amended;
C. Various
resolutions of the Board of Directors of the Company adopting the Plan and authorizing the issuance of the Shares;
D. The
Plan; and
E. The
Registration Statement.
Subject to the assumptions
that (i) the documents and signatures examined by us are genuine and authentic, and (ii) the persons executing the documents examined
by us have the legal capacity to execute such documents, and subject to the further limitations and qualifications set forth below, based
solely upon our review of items A through E above, it is our opinion that the Shares will be validly issued, fully paid, and nonassessable
when issued and sold in accordance with the terms of the Plan.
We express no opinion as to
the applicability or effect of any laws, orders, or judgments of any state or other jurisdiction other than federal securities laws and
the substantive laws of the state of Delaware, including judicial interpretations of such laws. Further, our opinion is based solely upon
existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention
after the date hereof.
We hereby expressly consent
to any reference to our firm in the Registration Statement, inclusion of this Opinion as an exhibit to the Registration Statement, and
to the filing of this Opinion with any other appropriate governmental agency.
| |
Very truly yours, |
| |
|
| |
/s/ Greenberg Traurig, LLP |
Greenberg Traurig, LLP
| Attorneys at Law
2375 East Camelback Road | Suite 800 | Phoenix, Arizona 85016 | T +1 602.445.8000 | F +1 602.445.8100 |
| www.gtlaw.com |
Exhibit 23.1
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this
Registration Statement on Form S-8 of our report dated February 21, 2024, of SenesTech, Inc. relating to the audit of the financial statements
for the periods ending December 31, 2023 and 2022 and the reference to our firm under the caption “Experts” in the Registration
Statement.
| /s/ M&K CPAS, PLLC |
|
| www.mkacpas.com |
|
| The Woodlands, Texas |
|
| |
|
| August 6, 2024 |
|
Exhibit 107
Calculation
of Filing Fee Tables
Form
S-8
(Form Type)
SenesTech,
Inc.
(Exact Name
of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | |
Security Class Title | |
Fee
Calculation
Rule | |
Amount
Registered(1) | | |
Proposed
Maximum
Offering
Price Per
Unit | | |
Maximum
Aggregate
Offering Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Equity | |
Common Stock, par value $0.001 per share | |
457(c) and
457(h) | |
| 200,000 | (2) | |
$ | 4.03 | (3) | |
$ | 806,000 | (3) | |
| 0.00014760 | | |
$ | 118.97 | |
| Total Offering Amounts | |
| |
| | | |
| | | |
$ | 806,000 | | |
| | | |
$ | 118.97 | |
| Total Fee Offsets | |
| |
| | | |
| | | |
| | | |
| | | |
| — | |
| Net Fee Due | |
| |
| | | |
| | | |
| | | |
| | | |
$ | 118.97 | |
| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act
of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of SenesTech,
Inc. (the “Registrant”) common stock, par value $0.001 per share (“Common Stock”), that may become issuable by
reason of any stock dividend, stock split, recapitalization, or any other similar transaction that results in an increase in the number
of outstanding shares of Common Stock of the Registrant. |
| (2) | Represents shares of Common Stock authorized for issuance under
the SenesTech, Inc. 2018 Equity Incentive Plan, as amended. |
| (3) | Pursuant to Rule 457(c) and 457(h) under the Securities Act,
the proposed maximum offering price per share and the proposed maximum aggregate offering price for the shares have been calculated solely
for the purpose of computing the registration fee on the basis of the average high and low prices of the Registrant’s Common Stock
as reported by the Nasdaq Stock Market LLC on August 5, 2024. |
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