0001615774-18-008097.txt : 20180814 0001615774-18-008097.hdr.sgml : 20180814 20180814173032 ACCESSION NUMBER: 0001615774-18-008097 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20180814 DATE AS OF CHANGE: 20180814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SenesTech, Inc. CENTRAL INDEX KEY: 0001680378 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 202079805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-225712 FILM NUMBER: 181019038 BUSINESS ADDRESS: STREET 1: 3140 N. CADEN COURT STREET 2: SUITE 1 CITY: FLAGSTAFF STATE: AZ ZIP: 86004 BUSINESS PHONE: (928) 779 - 4143 MAIL ADDRESS: STREET 1: 3140 N. CADEN COURT STREET 2: SUITE 1 CITY: FLAGSTAFF STATE: AZ ZIP: 86004 S-3/A 1 s112026_s3a.htm S-3/A

As filed with the U.S. Securities and Exchange Commission on August 14, 2018.

Registration No. 333-225712

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-3

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.)

3140 N. Caden Court, Suite 1

Flagstaff, AZ 86004

(928) 779-4143

(Address, including zip code and telephone number, including area code, of registrant’s principal place of business)

Loretta P. Mayer, Ph.D.

Chair of the Board, Chief Executive Officer and Chief Scientific Officer

SenesTech, Inc.

3140 N. Caden Court, Suite 1

Flagstaff, AZ 86004

(928) 779-4143

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Chris Hall
Gina Eiben
Perkins Coie LLP
1120 NW Couch Street, 10th Floor
Portland, Oregon 97209
(503) 727-2000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment filed thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(do not check if smaller reporting company)		Emerging growth company	☒

If an emerging growth company, indicated 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. ☒

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

Amount to be Registered ^{(1) (2)}

Proposed
Maximum
Offering
Price Per
Share ^{(1) (3)}

Proposed
maximum
aggregate
offering
price ^{(1) (3)}

Amount of
registration
fee ⁽⁵⁾

Common Stock, $0.001 par value per share ⁽⁴⁾

Preferred Stock, $0.001 par value per share ⁽⁴⁾

Warrants

Debt Securities ⁽⁵⁾

Units ⁽⁶⁾

Total:

10,000,000

—

10,000,000

1,245.00

⁽⁷⁾

(1)

Pursuant to Rule 457(i) under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include such indeterminate number of shares of common stock, preferred stock, number of warrants and principal amount of debt securities as may be issued upon conversion or exchange of any preferred stock, warrants or debt securities registered hereunder that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities.

(2)

If any debt securities are issued at an original issue discount, the amount to be registered is the greater principal amount at maturity.

(3)

Calculated in accordance with Rule 457(o).

(4)

Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(5)

An indeterminate amount of these securities may be secured or unsecured or senior or subordinated or may be convertible into other securities registered under this registration statement.

(6)

Each unit may be issued under a unit agreement and will represent an interest in two or more other securities, which may or may not be separable from each other.

(7)

Previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 14, 2018

PROSPECTUS

SenesTech, Inc.

$10,000,000 of

(SENESTECH LOGO)

Common Stock, Preferred Stock, Warrants, Debt Securities, Units

This prospectus provides a general description of the securities we may offer from time to time and the general manner in which they may be offered. The aggregate initial offering price of all securities we sell in the primary offering under this prospectus will not exceed $10,000,000, but may be further limited in any 12-month period by the amount we are eligible to sell under General Instruction I.B.6 of Form S-3, pertaining to primary offerings by certain registrants, which includes our Company. As of August 13, 2018, the aggregate market value of our outstanding voting and nonvoting common equity held by non-affiliates was $20,404,452, based on 23,425,287 shares outstanding, of which 20,004,365 shares were held by non-affiliates, and a price per share of $1.02 based on the closing sale price of our common stock on that date. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities under this Registration Statement pursuant to General Instruction I.B.6 of Form S-3.

The specific terms of any securities to be offered, and any other information relating to a specific offering including the specific manner in which the securities may be offered, will be set forth in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities. No person may use this prospectus to offer and sell our securities unless a prospectus supplement accompanies this prospectus.

Our common stock is listed on the Nasdaq Capital Market under the symbol “SNES.” On August 13, 2018, the last reported sale price for our common stock on the Nasdaq Capital Market was $1.02 per share. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange.

We may offer and sell securities directly to investors, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of the underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The price to the public of the securities and the net proceeds we expect to receive from the sale will also be set forth in a prospectus supplement.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933 and are subject to reduced public company reporting requirements. Please read “Implications of Being an Emerging Growth Company.”

Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page 5 of this prospectus as well as any other risk factors and other information contained in any other document that is incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2018

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	3

THE COMPANY	4

RECENT DEVELOPMENTS	5

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY	5

RISK FACTORS	5

FORWARD-LOOKING STATEMENTS	8

USE OF PROCEEDS	8

DILUTION	8

DESCRIPTION OF CAPITAL STOCK	8

DESCRIPTION OF WARRANTS	15

DESCRIPTION OF DEBT SECURITIES	16

DESCRIPTION OF UNITS	17

PLAN OF DISTRIBUTION	18

LEGAL MATTERS	18

EXPERTS	19

WHERE YOU CAN FIND ADDITIONAL INFORMATION	19

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	19

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we have filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process. Using this process, we may from time to time offer and sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will file a supplement to this prospectus with the SEC that will describe the specific terms of the offering and the manner in which the securities will be offered, including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add to, update or change the information contained in this prospectus and, accordingly, to the extent inconsistent, information in this prospectus will be superseded by the information in the prospectus supplement. Before you invest, you should carefully read this prospectus, the applicable prospectus supplement and the information contained in the documents we refer to under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”

You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not authorized anyone to provide you with additional or different information. The prospectus may be used only for the purposes for which it has been published. If you receive any other information, you should not rely on it. You should assume that the information contained in this prospectus or any accompanying prospectus supplement is accurate only as of the date on the front cover of the applicable document. Our business, financial condition, results of operations or prospects may have changed since that date. You should not rely on or assume the accuracy of any representation or warranty in any agreement that we have filed as an exhibit to the registration statement of which this prospectus is a part or that we may otherwise publicly file in the future because any such representation or warranty may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent the parties’ risk allocation in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes or may no longer continue to be true as of any given date. No offer of these securities is being made in any jurisdiction where such offer or sale is prohibited.

THE COMPANY

Overview

SenesTech, Inc. (“SenesTech,” “we,” “our,” “us” and the “Company”) has developed and is in the process of commercializing a global, proprietary technology for managing animal pest populations, primarily rat populations, through fertility control.

Pest management professionals (PMPs) continue to face challenges in controlling today’s infestations. Not only do these infestations result in incredible infrastructure damage, but rats also pose risks to the health and food security of our communities. PMPs are increasingly being asked for new solutions to help them solve the problem. With growing interest in non-lethal options, we believe it is becoming increasingly important for PMPs to have new tools at their disposal. Our goal is to provide PMPs with a proven solution to not only combat their most difficult infestations, but also offer a non-lethal option to serve customers that are looking to eliminate the lethal methodologies within their integrated pest management programs.

Our first fertility control product, ContraPest^®, is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide, or VCD, and triptolide. When consumed, ContraPest targets reproduction, reducing fertility in male and female rats beginning with the first breeding cycle following consumption. ContraPest is being marketed for use in controlling rat populations. The EPA granted registration approval for ContraPest effective August 2, 2016. We expect to continue to pursue additional regulatory approvals and amendments to existing registration in the United States for ContraPest, including additional species and additional jurisdictions.

We believe ContraPest is the first non-lethal, fertility control product approved by the EPA for the management of rodent populations. In addition to the EPA registration of ContraPest in the U.S., we must obtain registration from the various state regulatory agencies prior to selling in each state. As of July 12, 2018, we have received registration for ContraPest in all 50 states and the District of Columbia.

For a complete description of our business, financial condition, results of operations and other important information, please read our filings with the SEC that are incorporated by reference in this prospectus, including our Annual Report on Form 10-K, as amended, for the year ended December 31, 2017, and any reports we file in the future that are incorporated by reference in this prospectus. For instructions on how to find copies of these documents, please read “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”

Integrated Pest Management: Current Challenges

Despite current pest control methodologies, ranging from sanitation and physical approaches to biological and chemical approaches, rat infestations continue to be a significant problem. While deploying these methodologies can lead to an initial decrease in rat populations, rat infestations persist due to continued reproduction. As these infestations persist, so does the damage associated with them. Rodents cause significant damage to public infrastructure by undermining foundations with burrowing, gnawing on electrical wiring and insulation, fireproofing systems and electronic and computer equipment. Rats also pose additional risks to the health and food security of our communities.

While lethal poisons have been at the forefront of pest management programs to curb these infestations and thus the associated damage, they have not provided consistent, sustained results. This is because they are at a disadvantage: rats reproduce at an extremely rapid rate. This rapid rate of reproduction can be seen in the population rebound that typically follows the initial decline in rodent populations that are exposed to lethal poisons. After the initial decline in the infestation, surviving rodents can have plentiful food and harborage creating conditions under which rats can quickly reproduce. A single pair of rats can, under ideal breeding conditions, contribute over 15,000 progenies in 12 months. This means that PMPs typically need to visit a site often to combat not only the initial infestation, but subsequent rebounds.

Additionally, studies have shown that rodents will generally not consume food that they have seen adversely affect other rodents; this is known as bait shyness. When the adverse effects of lethal products are displayed by treated rodents, other rodents in the vicinity typically avoid the areas where these poisons were located. Finally, there is the potential of rats developing a resistance to certain lethal rodenticides, further contributing to a potential failure of existing pest management approaches. This requires property owners and PMPs to continuously apply, on a rotating basis, poisons that vary in active ingredients and formulations to control these populations without favoring resistance to a particular poison.

Fertility Control: The Missing Link in Integrated Pest Management Programs

The most effective, long-term way to manage rodents is by using a combination of tools that work together to magnify the efficacy of the pest management protocol. Integrated pest management is based upon this concept. However, no matter how many traditional tools we use, some rodent infestations are still a problem and rodents continue to contribute billions of dollars a year in damage to stored food and/or infrastructure.

ContraPest is an innovative technology with an approach that targets the reproductive capabilities of both sexes in rat populations, inducing egg loss in female rats and impairing sperm development in males. Our proprietary formulation addresses key biological traits of rats, making it a more targeted solution. Targeting both males and females allows us to drive populations down more quickly and to sustain that population reduction. Using a proprietary bait delivery method, ContraPest is dispensed in a highly palatable liquid formulation that promotes sustained consumption by rat communities, helping keep populations down.

To help combat bait shyness, ContraPest was specifically formulated to be a desirable bait. Rats require 10% of their body weight in water, making ContraPest an attractive bait to add to pest management programs. The high fat content and sweet taste leads to repeat consumption even among sought after food sources. In both field and laboratory settings, ContraPest was chosen by the rats even in the presence of abundant water sources and plentiful food options including animal feed, trash, and other options.

Adding ContraPest to an integrated pest management program allows PMPs to bring the populations down and keep them at a more manageable level by preventing reproduction and therefore limiting population rebounds. Knowing the populations are lower could allow PMPs to be more focused on preventing future invasions and preventative maintenance instead of continually needing to respond to unplanned population spikes.

In addition to helping PMPs suppress infestations, we believe ContraPest can establish a new paradigm in rodent control, allowing for a decreased reliance on lethal options through the offering of a stand-alone, non-lethal option, where requested by the customer. ContraPest delivery system is designed to minimize handler exposure and is dispensed inside tamper resistant bait stations, minimizing the risks to non-target species. Consumption of ContraPest does not cause illness in rats and therefore it does not change behavior, and limits the chances of prey captures and secondary exposure.

Corporate and Other Information

We were incorporated in Nevada in July 2004 and reincorporated in Delaware in November 2015. Our principal executive offices are located at 3140 N. Caden Court, Suite 1, Flagstaff, Arizona 86004, and our telephone number is (928) 779-4143. Our corporate website address is www.senestech.com. Except for the documents incorporated by reference in this prospectus, the information contained on or accessible through our website is not a part of this prospectus and should not be relied upon in connection with making an investment decision.

This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

RECENT DEVELOPMENTS

On August 13, 2018, the Company completed a rights offering (the “Rights Offering”). Under the terms of the Rights Offering, the Company distributed one non-transferable subscription right for each share of Common Stock held or deemed to be held on the Record Date of July 24, 2018 by holders of the Company’s Common Stock and holders of the Company’s warrants to purchase Common Stock that had a contractual right to participate in the offering (the “Eligible Holders”). The subscription right entitled each Eligible Holder to purchase one unit at a subscription price of $1.15 per unit, with each unit consisting of one share of Common Stock and one warrant. Each warrant entitled the holder to purchase one share of Common Stock at an exercise price of $1.15 per share, pursuant to the terms of the warrant. The subscription period for the Rights Offering began on July 25, 2018 and ended on August 8, 2018. The Company received subscriptions for 5,357,052 units, which resulted in the issuance of 5,357,052 shares of Common Stock and warrants to purchase 5,357,052 shares of Common Stock. Each warrant has an exercise price of $1.15 per share.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and therefore we have elected to comply with certain reduced disclosure and regulatory requirements for this prospectus and future filings, including only presenting two years of audited financial statements and related financial information, not having our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and not holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reduced requirements until we are no longer an “emerging growth company.” Under Section 107(b) of the JOBS Act, “emerging growth companies” may take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

RISK FACTORS

An investment in our securities involves risks. The prospectus supplement applicable to each offering of our securities may contain a discussion of additional risks applicable to such offering. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed herein and under the heading “Risk Factors” in the applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions described in the section entitled “Risk Factors” in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2017, which is incorporated herein by reference, and may be amended, supplemented or superseded from time to time by other reports we file with the Commission in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

Risks Relating to our Common Stock

Future sales, or the possibility of future sales of a substantial number of shares of our common stock or future sales at a lower price could adversely affect the price of the shares and dilute stockholders.

Future sales of a substantial number of shares of our Common Stock, or the perception that such sales will occur, could cause a decline in the market price of our Common Stock. This is particularly true if we sell our stock at a discount. As of August 13, 2018, we had 3,181,841 shares of our Common Stock subject to outstanding warrants that contain anti-dilution adjustments that provide for an adjustment to the exercise price for certain dilutive issuances of securities. If we offer or issue additional securities at a deemed price lower than the current exercise price of these outstanding warrants, these warrants will adjust pursuant to the price adjustment protection contained within these warrants. As a result of the Rights Offering, the exercise price for these warrants adjusted down, effective as of the record date of the Rights Offering, to $1.47 per share from the prior exercise price of $1.50 per share. The exercise price of these warrants further adjusted downward to $0.95 per share, which was the lowest weighted average trading price of our Common Stock during the four trading days immediately following public announcement of the revised subscription price, effective as of the record date of the Rights Offering. Any future issuance of Common Stock or securities convertible or exercisable into our Common Stock could cause a further downward adjustment of the exercise price of these warrants to the deemed issuance price if the issuance price is less than the exercise price of the warrants at the time of the new issuance. See “Description of Capital Stock — Outstanding Warrants — Common Stock Warrants Issued to Participants in November 2017 Offering.” Also, in the future, we may issue additional shares of our Common Stock or other equity or debt securities convertible into Common Stock in connection with a financing, acquisition, litigation settlement, employee arrangements, or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and could cause our common share price to decline.

We may not be able to comply with all applicable listing requirements or standards of the Nasdaq Capital Market and Nasdaq could delist our common stock.

Our common stock is listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards. On January 3, 2018, we received a deficiency letter from the listing qualifications staff of the Nasdaq Stock Market, notifying us that, for the prior 30 consecutive business days, the closing bid price of our common stock was not maintained at the minimum required closing bid price of at least $1.00 per share as required for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rules, we had an initial compliance period of 180 calendar days, until July 2, 2018, to regain compliance with this requirement. On June 5, 2018, we received notice from the listing qualifications staff of the Nasdaq Stock Market, notifying us that the closing bid price of our common stock was greater than $1.00 per share for ten consecutive business days and that we had regained compliance with the minimum bid price requirement.

We cannot provide any assurance that our stock price will continue to satisfy the minimum bid price requirement or that we will be able to satisfy any other continued listing requirement of the Nasdaq Stock Market. In the event that our common stock is not eligible for quotation on another market or exchange, trading of our common stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely be a reduction in our coverage by security analysts and the news media, which could cause the price of our common stock to decline further. In addition, it may be difficult for us to raise additional capital if we are not listed on a major exchange.

Our corporate documents and Delaware law and certain warrants contain provisions that could discourage, delay or prevent a change in control of our company.

Provisions in our certificate of incorporation and our amended and restated bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our certificate of incorporation currently provides for a staggered board of directors, whereby directors serve for three-year terms, with approximately one-third of the directors coming up for reelection each year. Having a staggered board will make it more difficult for a third party to obtain control of our board of directors through a proxy contest, which may be a necessary step in an acquisition of us that is not favored by our board of directors. Additionally, warrants we issued in November 2017 and June 2018, and the warrants included in the units issuable in the Rights Offering provide a Black Scholes value based payment in connection with certain transactions that may discourage, delay or prevent a merger or acquisition. We may issue additional warrants with similar terms.

We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Under these provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change of control. For purposes of Section 203, “interested stockholder” means, generally, someone owning 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in Section 203.

Our share price may be volatile, which could subject us to securities class action litigation and prevent you from being able to sell your shares of common stock at or above the offering price.

Our stock could be subject to wide fluctuation in response to many risk factors listed in this section or incorporated by reference into this prospectus, and others beyond our control, including:

●

Market acceptance and commercialization of our products;

●

Our being able to timely demonstrate achievement of milestones, including those related to revenue generation, cost control, cost effective source supply, and regulatory approvals;

●

Our ability to remain listed on the Nasdaq Capital Market;

●

Results and timing of our submissions with the regulatory authorities;

●

Failure or discontinuation of any of our development programs;

●

Regulatory developments or enforcements in the United States and non-U.S. countries with respect to our products or our competitors’ products;

●

Failure to achieve pricing acceptable to the market;

●

Actual or anticipated fluctuations in our financial condition and operating results, or our continuing to sustain operating losses;

●

Competition from existing products or new products that may emerge;

●

Announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations, or capital commitments;

●

Issuance of new or updated research or reports by securities analysts;

●

Announcement or expectation of additional financing efforts, particularly if our cash available for operations significantly decreases or if the financing efforts result in a price adjustment to certain warrants;

●

Fluctuations in the valuation of companies perceived by investors to be comparable to us;

●

Share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

●

Additions or departures of key management or scientific personnel;

●

Disputes or other developments related to proprietary rights, including patents, litigation matters, and our ability to obtain patent protection for our technologies;

●

Entry by us into any material litigation or other proceedings;

●

Sales of our common stock by us, our insiders, or our other stockholders;

Exercise of outstanding warrants;

●

Market conditions for stocks in general; and

●

General economic and market conditions unrelated to our performance.

Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations may be unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes, or international currency fluctuations, may negatively impact the market price of shares of our common stock. In addition, such fluctuations could subject us to securities class action litigation, which could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. If the market price of shares of our common stock after this offering does not exceed the subscription price, you may not realize any return on your investment in us and may lose some or all of your investment.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock is impacted by the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. We cannot assure that analysts will continue to cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Certain offerings could impair or limit our net operating loss carryforwards.

As of December 31, 2017, we had net operating losses, or NOLs of approximately $44.1 million for U.S. federal income tax purposes. Under the Code, an “ownership change” with respect to a corporation could limit the amount of pre-ownership change NOLs and certain other tax assets that the corporation may utilize after the ownership change to offset future taxable income, possibly reducing the amount of cash available to the corporation to satisfy its obligations. An ownership change generally should occur if the aggregate stock ownership of beneficial owners of at least 5% of our stock increases by more than 50 percentage points over the preceding three-year period. Because not all stockholders or eligible warrant holders may exercise their basic subscription right in full, the purchase of shares of our common stock could result in a shift in this beneficial ownership that could trigger an ownership change with respect to our stock.

We are an “emerging growth company” as that term is used in the JOBS Act, and we intend to continue to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our common stock being less attractive to investors and adversely affect the market price of our common stock or make it more difficult to raise capital as and when we need it.

We are an “emerging growth company” as that term is used in the JOBS Act, and we intend to continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved, and exemptions from any rules that the Public Company Accounting Oversight Board may adopt requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements. We currently take advantage of some, but not all, of the reduced regulatory and reporting requirements that are available to us under the JOBS Act, and intend to continue to do so as long as we qualify as an “emerging growth company.” For example, so long as we qualify as an “emerging growth company,” we may elect not to provide you with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would have otherwise been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate us.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company,” we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our business, results of operations, financial condition and cash flows, and future prospects may be materially and adversely affected. We may take advantage of these reporting exemptions until we are no longer an emerging growth company, which in certain circumstances could be for up to five years. Please read “Implications of Being an Emerging Growth Company.”

FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement, and the documents incorporated by reference herein and therein contain forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●

The commercialization opportunities for our products and product candidates;

●

Our ability to sell our products at commercially reasonable prices and margins;

●

The effectiveness of our solution and our strategy;

●

Our views of the direction of pest control management and products;

●

Our ability to remain listed on the Nasdaq Capital Market;

●

The likelihood and timing of regulatory approvals for our product candidates;

●

Estimates of our expenses, capital requirements and need for additional financing and the ability to fund operations;

●

Our ability to raise additional capital, if needed;

●

The initiation, timing, progress and results of future laboratory and field studies and our research and development programs;

●

Our financial condition and operating performance;

●

Developments and projections relating to our competitors and our industry; and

Our expectations regarding the Rights Offering.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. These statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” and elsewhere in this prospectus or any prospectus supplement. You should not rely upon forward-looking statements as predictions of future events. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risks and uncertainties.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, after the date of this prospectus, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

Unless otherwise set forth in a prospectus supplement, we intend to use the net proceeds of any offering of securities for working capital and other general corporate purposes. We will have significant discretion in the use of any net proceeds. We may provide additional information on the use of net proceeds from the sale of the offered securities in an applicable prospectus supplement.

DILUTION

If required, we will set forth in a prospectus supplement the following information regarding any material dilution of the equity interests of investors purchasing securities in an offering under this prospectus:

●

The net tangible book value per share of our equity securities before and after the offering;

●

The amount of the increase in such net tangible book value per share attributable to the cash payments made by investors in the offering; and

●

The amount of the immediate dilution from the public offering price which will be absorbed by such investors.

DESCRIPTION OF CAPITAL STOCK

General

The descriptions of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and amended and restated bylaws that are currently in effect. Copies of these documents have been filed with the SEC and are incorporated by reference herein.

Our amended and restated certificate of incorporation provides for common stock and preferred stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors.

Our authorized capital stock consists of 110,000,000 shares, all with a par value of $0.001 per share, of which 100,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock.

As of August 13, 2018, our common stock was held by approximately 651 stockholders of record. As of August 13, 2018, we had 1,862,875 shares of our common stock available for issuance under our 2018 Plan.

Common Stock

The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive ratably any dividends declared by our board of directors out of assets legally available therefor. In the event that we liquidate, dissolve or wind up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding shares of preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable.

Except as otherwise required by Delaware law, all stockholder action, other than the election of directors or certain amendments of our amended and restated certificate of incorporation, is taken by the vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter, at a meeting in which a quorum, consisting of a majority of the outstanding shares of common stock is present in person or by proxy. The election of directors by our stockholders is determined by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote, at a meeting held for such purposes at which a quorum, consisting of a majority of the outstanding shares of common stock, is present in person or by proxy. Certain amendments to our amended and restated certificate of incorporation require the approval of holders of at least sixty-six and two-third percent (66 2/3%) of the voting power of all then-outstanding shares of our common stock entitled to vote generally in the election of directors, voting together as a single class.

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.

Preferred Stock

Our amended and restated certificate of incorporation provides that our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 10,000,000 shares of preferred stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action. We have no present plan to issue any shares of preferred stock.

Options to Purchase Common Stock

As of August 13, 2018, options to purchase 1,719,771 shares of our common stock issued pursuant to our 2015 Equity Incentive Plan and our 2018 Equity Incentive Plan at a weighted-average exercise price of $1.57 per share were outstanding. As of August 13, 2018, we had 209,579 shares of common stock issuable upon the vesting of restricted stock units outstanding.

Outstanding Warrants to Purchase Common Stock

As of August 13, 2018, we had 11,447,087 shares of common stock issuable upon exercise of outstanding common stock warrants, at a weighted-average exercise price of $1.82 per share.

Common Stock Warrants Issued in June 2018 Private Placement

On June 20, 2018, the Company issued warrants to purchase a total of 1,133,909 shares of Common Stock to an investor in a private placement. Terms used but not otherwise defined herein will have the meaning given them in the warrant, attached as Exhibit 4.1 to our Form 8-K filed on June 20, 2018.

Duration and Exercise Price. The warrants have an exercise price of $1.82 per share and are exercisable after December 20, 2018. The warrants will expire in December 2023.

Adjustment. For so long as the warrants remain outstanding, the exercise price and number of shares of Common Stock issuable upon exercise of the warrant is subject to adjustment as follows: (a) as the Company’s board of directors deems appropriate, or (b) upon subdivision (by stock spilt, stock dividend, recapitalization, or otherwise) or combination (by reverse stock split or otherwise) of shares of Common Stock.

Rights upon Distribution of Assets. In the event that the Company declares or makes any dividend or other distribution of its assets to holders of its Common Stock, the warrant holder will be entitled to participate in such distribution to the same extent that such holder would have participated therein if the holder had held the number of shares of Common Stock acquirable upon exercise of the warrant.

Fundamental Transaction. In the event of a Fundamental Transaction, as described in the warrants and generally including the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person or reorganization, recapitalization or reclassification or the acquisition of our outstanding Common Stock which results in any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash, assets or other property that the holders would have received had they exercised the warrants immediately prior to such Fundamental Transaction. Subject to certain limitations, in the event of a Fundamental Transaction the warrant holder may at its option require the Company or any Successor Entity to purchase the warrant from the holder by paying to the holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of the warrant on the date of the consummation of the Fundamental Transaction.

Purchase Right. Any time that the Company grants, issues, or sells any securities pro rata to all of the record holders of the Common Stock (the “Purchase Right”), the holder of the warrant will be entitled to acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon exercise of the warrant.

Transferability. Subject to applicable laws and restrictions on transfer, the warrant may be transferred at the option of the holder. The warrants are not listed on any securities exchange or nationally recognized trading system.

Exercisability. After the Initial Exercisability Date, the 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. If, at the time a holder exercises its warrant, a registration statement registering the issuance of the shares of Common Stock underlying the warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, 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 warrant.

Limitations on Exercise. A holder (together with its affiliates) may not exercise any portion of the warrant to the extent that the holder would own more than 4.99% of the outstanding Common Stock after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s 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 warrants. No fractional shares of Common Stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will round up to the next whole share.

Right as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, unless and until they exercise their warrants.

Waivers and Amendments. Subject to certain exceptions, any term of the warrants may be amended or waived with our written consent and the written consent of the holders.

Failure to Timely Deliver Securities. Upon exercise of the warrant by the holder, if the Company or its transfer agent fails to deliver the securities to holder by the required share delivery date set forth in the warrant, then, generally, the holder may require the Company to pay to the holder an amount in cash to make the investor whole in connection with the Company’s failure to timely deliver securities.

Common Stock Warrants Issued to Participants in November 2017 Offering

On November 21, 2017, in its public offering of common stock, the Company issued warrants to purchase a total of 4,657,500 shares of common stock to investors. Terms used but not otherwise defined herein will have the meaning given them in the warrant, attached as Exhibit 4.2 to our Form 8-K filed on November 17, 2017.

Duration and Exercise Price. The warrants have an initial exercise price of $1.50 per share. The exercise price adjusted to $0.95 per share on the record date of the Rights Offering, which was the lowest weighted average trading price of our common stock during the four trading days immediately following public announcement of the revised subscription price of the Rights Offering. The exercise price for these warrants is subject to further adjustments as described below. The warrants are exercisable immediately and will expire in November 2022, on the fifth anniversary of the original issuance date.

Adjustment. For so long as the warrants remain outstanding and notwithstanding any prior adjustments, the exercise price and number of shares of common stock issuable upon exercise of the warrant is subject to adjustment as follows: (a) as the Company’s board of directors deems appropriate, (b) upon subdivision (by stock spilt, stock dividend, recapitalization, or otherwise) or combination (by reverse stock split or otherwise) of shares of common stock, (c) upon the issuance or announcement of contemplated issuance (“Dilutive Issuance”) of shares of common stock, options or convertible securities for consideration per share less than the price equal to the exercise price of the warrants, except for certain Excluded Securities issued in connection with an Approved Equity Plan, (d) at the option of the warrant holder upon the Company’s entering into an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), and (e) in certain cases upon granting of stock appreciation rights, phantom stock rights or other rights with equity features, except for those granted pursuant to an Approved Equity Plan. For the adjustments summarized in (c) above, the exercise price of the warrants outstanding generally will adjust upon the record date of such issuance to the New Issuance Price (as defined in the warrant, and which will be based on the net price at which new securities in the Dilutive Issuance are issued, and in some cases such as where warrants are issued with a stock offering, the lower of such price or the lowest weighted average trading price of the common stock during the four trading days immediately following public announcement of the Dilutive Issuance). For the adjustments summarized in (d) above, the holder may, at its option, elect to adjust the exercise price of the warrants to the Variable Price of securities sold by the Company pursuant to the agreement. Any adjustment made upon announcement or pursuant to a Dilutive Issuance will not be readjusted in the event that such Dilutive Issuance does not occur.

Rights upon Distribution of Assets. In the event that the Company declares or makes any dividend or other distribution of its assets to holders of its common stock, the warrant holder will be entitled to participate in such distribution to the same extent that such holder would have participated therein if the holder had held the number of shares of common stock acquirable upon exercise of the warrant.

Fundamental Transaction. In the event of a Fundamental Transaction, as described in the warrants and generally including the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person or reorganization, recapitalization or reclassification or the acquisition of our outstanding common stock which results in any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash, assets or other property that the holders would have received had they exercised the warrants immediately prior to such Fundamental Transaction. Subject to certain limitations, in the event of a Fundamental Transaction the warrant holder may at its option require the Company or any Successor Entity to purchase the warrant from the holder by paying to the holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of the warrant on the date of the consummation of the Fundamental Transaction.

Purchase Right. Any time that the Company grants, issues, or sells any securities pro rata to all of the record holders of the common stock (the “Purchase Right”), the holder of the warrant will be entitled to acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon exercise of the warrant.

Exercisability. The 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. If, at the time a holder exercises its warrant, a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, 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 warrant.

Limitations on Exercise. A holder (together with its affiliates) may not exercise any portion of the warrant to the extent that the holder would own more than 4.99% of the outstanding common stock after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s 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 warrants. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will round up to the next whole share.

Right as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the warrants do not have the rights or privileges of holders of our common stock, including any voting rights, unless and until they exercise their warrants.

Limitation on Variable Rate Transactions. The Company may not effect or enter into any agreement to sell securities in a Variable Rate Transaction.

Waivers and Amendments. Subject to certain exceptions, any term of the warrants may be amended or waived with our written consent and the written consent of the holders.

Failure to Timely Deliver Securities. Upon exercise of the warrant by the holder, if the Company or its transfer agent fails to deliver the securities to holder by the required share delivery date set forth in the warrant, or if the Company did not provide the required notice to holder that a registration statement covering the issuance of the warrant shares subject to the exercise notice is not available and the Company is unable to deliver the securities without any restrictive legend (each, an Exercise Failure), then, generally, the holder may rescind the exercise in whole or in part or may require the Company to pay to the holder an amount in cash to make the investor whole in connection with the Company’s failure to timely deliver securities.

Common Stock Warrant Issued to Underwriter of November 2017 Offering

In November 2017, the Company issued to Roth Capital Partners, LLC, as underwriter, a warrant to purchase 540,000 shares of common stock, which shares include a warrant (in the form of warrant issued to the public) to purchase an additional 405,000 shares of common stock in connection with our November 2017 offering. Terms used but not otherwise defined herein will have the meaning given them in the warrant.

Duration and Exercise Price. The warrants have an exercise price of $1.50 per share, are exercisable immediately and will expire in November 2022, on the fifth anniversary of the original issuance date. The terms of the warrant are limited by FINRA Rule 5110(f)(2)(G), which provide, among others, that the warrant may not be exercised more than five years from the date that the registration statement registering the warrant was declared effective by the SEC.

Adjustment. The exercise price and number of shares of common stock issuable upon exercise of the warrant is subject to adjustment as follows: (a) as the Company’s board of directors deems appropriate, or (b) upon a stock dividend, stock split, reorganization, subdivision or combination of shares of common stock.

Fundamental Transaction. In the event of a Fundamental Transaction, as described in the warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such Fundamental Transaction.

Transferability. Subject to applicable laws and restrictions on transfer, the warrant may be transferred at the option of the holder after the expiration of the Lock-Up Period, which is 180 days after the registration statement registering the warrant became effective. The warrants are not listed on any securities exchange or nationally recognized trading system.

Limitations on Exercise. A holder (together with its affiliates) may not exercise any portion of the warrant to the extent that the holder would own more than 4.99% of the outstanding common stock after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s 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 warrants. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will round up to the next whole share.

Waivers and Amendments. Subject to certain exceptions, any term of the warrants may be amended or waived with our written consent and the written consent of the holder.

Warrants that Expire on or Before the Second Anniversary of the Closing of the Initial Public Offering

Prior to our initial public offering, we issued warrants to purchase 488,119 shares of common stock having a weighted average exercise price of $10.74 per share and are exercisable. Terms used but not otherwise defined herein will have the meaning given them in the warrants.

Duration and Exercise Price. Warrants to purchase 40,000 shares of common stock expire on December 13, 2018. Warrants to purchase 210,526 shares of common stock expire on the earlier of November 15, 2018 and the closing of a liquidation, dissolution or winding up of the Company. Warrants to purchase 137,592 shares of common stock expire on the earlier of December 13, 2018 and the closing of a liquidation, dissolution or winding up of the Company. For purposes of the warrants, the following are deemed to be a liquidation, dissolution or winding up of the Company: (i) a sale, exclusive lease, exclusive license or other disposition of all or substantially all of the assets of the Company; or (ii) any reorganization, consolidation, merger, stock sale, or similar transaction in which the Company is a constituent corporation or is a party if, as a result of such transaction, the voting securities of the Company that are outstanding immediately prior to such transaction do not represent, or are not converted into, securities of the resulting or surviving corporation that together represent a majority of the voting power of the surviving or resulting corporation in such a transaction (a “Change of Control Transaction”).

Adjustment. The exercise price and number of shares of common stock issuable upon exercise of the warrant is subject to adjustment upon a stock dividend, stock split, reorganization, subdivision, combination, reclassification or reorganization of shares of common stock.

Notice. The warrant holder is entitled to notice of certain transactions, including when: (i) the Company takes a record of holders of its common stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock or any class or other securities, (ii) the Company makes any changes to its certificate of incorporation, (iii) the Company undertakes any capital reorganization of the Company, reclassification of the Company stock, any Change of Control Transaction, or a transfer of all or substantially all of the assets of the Company, (iv) the Company undergoes a voluntary or involuntary dissolution, liquidation or winding up of the Company.

Transferability. Subject to applicable laws and restrictions on transfer, the warrant may be transferred at the option of the holder.

Exercisability. The 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. At the election of the holder, 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 warrant. The warrant will be deemed to be exercised automatically in full pursuant to net issue exercise immediately prior to the time it would otherwise expire or terminate pursuant to its terms.

Waivers and Amendments. Subject to certain exceptions, any term of the warrants may be amended or waived with our written consent and the written consent of the holder.

Warrants that Expire on or Before the Third Anniversary of the Closing of the Initial Public Offering

Prior to our initial public offering, we issued warrants to purchase 138,666 shares of common stock having a weighted-average exercise price of $7.50 per share and are exercisable. Terms used but not otherwise defined herein will have the meaning given them in the warrants.

Duration and Exercise Price. The warrants expire on the earlier of November 15, 2019 and the closing of a liquidation, dissolution or winding up of the Company. For purposes of the warrants, the following are deemed to be a liquidation, dissolution or winding up of the Company: (i) a sale, exclusive lease, exclusive license or other disposition of all or substantially all of the assets of the Company; or (ii) any reorganization, consolidation, merger, stock sale, or similar transaction in which the Company is a constituent corporation or is a party if, as a result of such transaction, the voting securities of the Company that are outstanding immediately prior to such transaction do not represent, or are not converted into, securities of the resulting or surviving corporation that together represent a majority of the voting power of the surviving or resulting corporation in such a transaction (a “Change of Control Transaction”).

Transferability. Subject to applicable laws and restrictions on transfer, the warrant may be transferred at the option of the holder.

Exercisability. The 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. At the election of the holder, 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 warrant. The warrant will be deemed to be exercised automatically in full pursuant to net issue exercise immediately prior to the time it would otherwise expire or terminate pursuant to its terms.

Waivers and Amendments. Subject to certain exceptions, any term of the warrants may be amended or waived with our written consent and the written consent of the holder.

Other Warrants

Prior to our initial public offering and in connection with entering into a license agreement, we issued warrants to purchase 15,000 shares of common stock to the University of Arizona. Terms used but not otherwise defined herein will have the meaning given them in the warrant.

Duration and Exercise Price. The warrants expire in June 2020 and have an exercise price of $7.50 per share.

Terminating Change. In the event of a Terminating Change, defined to include any consolidation, merger, sale of all or substantially all of the assets of the Company, or capital reorganization or certain reclassifications of the Company’s stock, the Company will pay to the holder the fair market value of the warrant shares immediately prior to the Terminating Change.

Notice. The warrant holder is entitled to notice of certain transactions, including when: (i) the Company takes a record of holders of its common stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock or any class or other securities, (ii) the Company offers to sell certain Company securities, (iii) the Company’s common stock is reorganized or reclassified, (iv) any consolidation or merger of the Company or any conveyance of all or substantially all of the assets of the Company, (v) the Company undergoes a voluntary or involuntary dissolution, liquidation or winding up of the Company.

Transferability. Subject to applicable laws and restrictions on transfer, the warrant may be transferred at the option of the holder.

Waivers and Amendments. Subject to certain exceptions, any term of the warrants may be amended or waived with our written consent and the written consent of the holder.

IPO Underwriter Warrant

In connection with our initial public offering in December 2016, we issued warrants to purchase 187,500 shares of our common stock to Roth Capital Partners LLC.

Duration and Exercise Price. The warrants have an exercise price of $9.60 per share. The warrant was fully vested and exercisable on the date of grant and will expire in December 2021, on the fifth anniversary of the original issuance date.

Limitations on Exercise. A holder (together with its affiliates) may not exercise any portion of the warrant to the extent that the holder would own more than 4.99% of the outstanding common stock after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s 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 warrants. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will round up to the next whole share.

Waivers and Amendments. Subject to certain exceptions, any term of the warrants may be amended or waived with our written consent and the written consent of the holder.

For additional information about outstanding warrants, please read “Item 1. Financial Statements — Notes to Condensed Financial Statements — Note 10. Common Stock Warrants and Common Stock Warrant Liability” in our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2018.

Anti-Takeover Provisions

Certificate of Incorporation and Bylaws

Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the outstanding shares of common stock outstanding will be able to satisfy the quorum requirement and be able to elect all of our directors by a plurality of the voting power of the shares present in person or by proxy. Our amended and restated certificate of incorporation and amended and restated bylaws provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by written consent. A special meeting of stockholders may be called by a resolution adopted by a majority of our board, our chair of the board, our chief executive officer or the president in absence of the chief executive officer. Any power of the stockholders to call a special meeting is specifically denied by the terms of our amended and restated certificate of incorporation.

Our board of directors is divided into three classes with staggered three-year terms. These provisions make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to obtain control of us.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

●

Before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

●

Upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

●

On or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-third percent (66 2/3%) of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

●

Any merger or consolidation involving the corporation and the interested stockholder;

●

Any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

●

Subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

●

Any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

●

The receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Choice of Forum

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of a breach of fiduciary duty owed by any director, officer or other employee to the Company or the Company’s stockholders; any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action or proceeding asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine.

Listing of our Common Stock

Our common stock is listed on the Nasdaq Capital Market under the symbol “SNES.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Transfer Online, Inc. The transfer agent and registrar’s address is 512 SE Salmon Street, Portland, Oregon 97214.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of debt securities, preferred stock or common stock. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, or between us and the holder. If we elect to use a warrant agent, the warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered holders of warrants or beneficial holders of warrants.

We will distribute a prospectus supplement with regard to each issue of warrants under this prospectus. Each prospectus supplement will describe:

●

in the case of warrants to purchase debt securities, the designation, aggregate principal amount, currencies, denominations and terms of the series of debt securities purchasable upon exercise of the warrants and the price at which you may purchase the debt securities upon exercise;

●

in the case of warrants to purchase preferred stock, the designation, number of shares, stated value and terms, such as liquidation, dividend, conversion and voting rights, of the series of preferred stock purchasable upon exercise of the warrants and the price at which you may purchase that number of shares of preferred stock of the series upon exercise;

●

in the case of warrants to purchase common stock, the number of shares of common stock purchasable upon the exercise of the warrants and the price at which you may purchase that number of shares of common stock upon exercise;

●

the period during which you may exercise the warrants;

●

any provision adjusting the securities that may be purchased on exercise of the warrants, and the exercise price of the warrants, to prevent dilution or otherwise;

●

the amount of warrants or rights outstanding;

●

the place or places where warrants can be presented for exercise or for registration of transfer or exchange; and

●

any other material terms of the warrants.

Except for certain participation rights as set forth in the warrants, prior to the exercise of any warrants to purchase debt securities, preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the debt securities, preferred stock or common stock purchasable upon exercise, including:

●

in the case of warrants for the purchase of debt securities, the right to receive payments of principal of, any premium or interest on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or

●

in the case of warrants for the purchase of preferred stock or common stock, the right to vote on the preferred stock or common stock purchasable upon exercise.

DESCRIPTION OF DEBT SECURITIES

As used in this prospectus, debt securities means the debentures, notes, bonds and other evidences of indebtedness that we may issue from time to time. The debt securities will either be senior debt securities or subordinated debt securities and may be secured or unsecured obligations. We may also issue convertible debt securities. Senior debt securities will be issued under a “Senior Indenture” and subordinated debt securities will be issued under a “Subordinated Indenture,” each entered into between us and a trustee to be named in the Indenture. This prospectus sometimes refers to the Senior Indenture and the Subordinated Indenture collectively as the “Indentures.”

The Indentures or forms of Indentures will be filed as exhibits to the registration statement of which this prospectus is a part. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt securities are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Indentures (and any amendments or supplements we may enter into from time to time that are permitted under each Indenture) and the debt securities, including the definitions in the applicable Indenture of various terms.

Unless otherwise specified in a prospectus supplement, the debt securities will be direct unsecured obligations of SenesTech. The senior debt securities will rank equally with any of our other unsecured senior and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to any senior indebtedness.

The Indentures do not limit the aggregate principal amount of debt securities that we may issue and provide that we may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of the series outstanding at the time of the issuance. Any of the additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture and will be equal in ranking.

The senior indebtedness issued pursuant to the Senior Indenture will effectively be subordinate to any of our secured indebtedness. In the event of a bankruptcy or other liquidation event involving a distribution of assets to satisfy our outstanding indebtedness, or an event of default under a loan agreement relating to secured indebtedness, the holders of our secured indebtedness would be entitled to receive payment of principal and interest prior to payments on the senior indebtedness issued under the Senior Indenture.

Additionally, the senior indebtedness issued pursuant to the Senior Indenture will effectively be subordinate to any indebtedness of any subsidiaries. In the event of a bankruptcy, receivership, state-ordered rehabilitation, liquidation or similar event involving a subsidiary, the assets of that subsidiary would be used to satisfy claims of creditors of the subsidiary rather than our creditors. As a result of the application of the subsidiary’s assets to satisfy claims of creditors, the value of the stock of the subsidiary would be diminished and perhaps rendered worthless. Any diminution in the value of the shares of any subsidiaries would adversely affect our financial condition and possibly impair our ability to meet our obligations on the debt securities. In addition, any liquidation of the assets of any subsidiaries to satisfy claims of the subsidiary’s creditors might make it impossible for the subsidiary to pay dividends to us. This inability to pay dividends would further impair our ability to satisfy our obligations under the debt securities.

Prospectus Supplement

Each prospectus supplement will describe the terms relating to the specific series of debt securities being offered. These terms will include some or all of the following:

●

the title of the series of the offered debt securities;

●

the price or prices at which the offered debt securities will be issued;

●

any limit on the aggregate principal amount of the offered debt securities;

●

the date or dates on which the principal of the offered debt securities will be payable;

●

the rate or rates (which may be fixed or variable) per year at which the offered debt securities will bear interest, if any, or the method of determining the rate or rates and the date or dates from which interest, if any, will accrue;

●

if the amount of principal, premium or interest with respect to the offered debt securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which these amounts will be determined;

●

the date or dates on which interest, if any, on the offered debt securities will be payable and the regular record dates for the payment thereof;

●

the place or places, if any, in addition to or instead of the corporate trust office of the trustee, where the principal, premium and interest with respect to the offered debt securities will be payable;

●

the period or periods, if any, within which, the price or prices of which, and the terms and conditions upon which the offered debt securities may be redeemed, in whole or in part, pursuant to optional redemption provisions;

●

the terms on which we would be required to redeem or purchase the offered debt securities pursuant to any sinking fund or similar provision, and the period or periods within which, the price or prices at which and the terms and conditions on which the offered debt securities will be so redeemed and purchased in whole or in part;

●

the denominations in which the offered debt securities will be issued;

●

the form of the offered debt securities and whether the offered debt securities are to be issued in whole or in part in the form of one or more global securities and, if so, the identity of the depositary for the global security or securities;

●

the portion of the principal amount of the offered debt securities that is payable on the declaration of acceleration of the maturity, if other than their principal amount;

●

if other than U.S. dollars, the currency or currencies in which the offered debt securities will be denominated and payable, and the holders’ rights, if any, to elect payment in a foreign currency or a foreign currency unit other than that in which the offered debt securities are otherwise payable;

●

whether the offered debt securities will be issued with guarantees and, if so, the terms of any guarantee of the payment of principal and interest with respect to the offered debt securities;

●

any addition to, or modification or deletion of, any event of default or any covenant specified in the indenture;

●

whether the offered debt securities will be convertible or exchangeable into other securities, and if so, the terms and conditions upon which the offered debt securities will be convertible or exchangeable;

●

whether the offered debt securities will be senior or subordinated debt securities;

●

whether the offered debt securities will be secured or unsecured, and the terms of any secured debt;

●

any trustees, authenticating or paying agents, transfer agents or registrars or other agents with respect to the offered debt securities; and

●

any other specific terms of the offered debt securities.

Unless otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange and will be issued in fully-registered form without coupons.

Holders of the debt securities may present their securities for exchange and may present registered debt securities for transfer in the manner described in the applicable prospectus supplement. Except as limited by the applicable Indenture, we will provide these services without charge, other than any tax or other governmental charge payable in connection with the exchange or transfer.

Debt securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified in the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement any special federal income tax considerations applicable to these discounted debt securities.

We may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on any interest payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of these debt securities may receive a principal amount on any principal payment date, or interest payments on any interest payment date, that are greater or less than the amount of principal or interest otherwise payable on those dates, depending upon the value on those dates of applicable currency, commodity, equity index or other factors. The applicable prospectus supplement will contain information as to how we will determine the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices or other factors to which the amount payable on that date relates and various additional tax considerations.

DESCRIPTION OF UNITS

We may issue units comprised of two or more of debt securities, common shares, preferred shares, warrants or other securities in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. As a result, the holder of a unit will have the rights and obligations of a holder of each included security. Each unit will be issued under a separate unit agreement to be entered into between us and, at our discretion, a bank or trust company, as unit agent, all as will be set forth in the prospectus supplement relating to the particular issue of units. The unit agent, if any, will act solely as our agent in connection with the units and will not assume any obligation or relationship of agency or trust for or with any holders of units or beneficial owners of units. The summary of the terms of the units contained in this prospectus is not complete and is subject to, and is qualified in its entirety by, all provisions of the applicable unit agreement. Reference is made to the prospectus supplement relating to the particular issue of units offered pursuant to such prospectus supplement for the terms of and information relating to such units, including, where applicable:

●

the specific designation and terms of the units and of the securities comprising the units, and the number of such securities comprising each unit;

●

the price or prices at which such units will be issued and the currency in which such price or prices are payable;

●

whether the units are to be sold separately or with other securities;

●

whether the units will be issued in definitive or global form or in any combination of these forms;

●

any applicable material non-U.S. and U.S. federal income tax consequences;

●

the identity of the unit agent for the units and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;

●

the proposed listing, if any, of the units or any securities comprising the units on any securities exchange;

●

the designation and terms of any equity securities or warrants included in the units;

●

the designation, aggregate principal amount, currency and terms of any debt securities included in the units;

●

if applicable, the date from and after which any units and the securities comprising the units will be separately transferable;

●

information with respect to book-entry procedures, if any; and

●

any additional terms of the units or of the securities comprising the units, including terms, procedures and limitations for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.

PLAN OF DISTRIBUTION

We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies. We may sell securities to one or more underwriters for public offering and sale by them or may sell securities to investors directly or through agents. We will name any underwriter or agent involved in the offer and sale of securities in the prospectus supplement.

Underwriters may offer and sell the securities at a fixed price or prices, which may be changed. Underwriters may also offer and sell securities at market prices, at prices related to market prices or at negotiated prices. We also may authorize underwriters acting as our agents to offer and sell the securities upon the terms and conditions set forth in any prospectus supplement. In connection with the sale of securities, we may be deemed to have paid compensation to the underwriters in the form of underwriting discounts or commissions. Underwriters may also receive commissions from purchasers of securities for whom they may act as agent.

Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions (which may be changed from time to time) from the purchasers for whom they may act as agent.

The accompanying prospectus supplement will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in connection with the offering, including:

●

the name or names of any underwriters;

●

the purchase price of the securities and the proceeds to us from the sale;

●

any underwriting discounts and other items constituting underwriter compensation;

●

any public offering price;

●

any discounts or concessions allowed or reallowed or paid to dealers; and

●

any securities exchange on which the securities offered in the prospectus supplement may be listed.

Under the Securities Act, underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and any discounts and commissions they receive and any profit they realize on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements with underwriters, dealers and agents providing them indemnification against and contribution toward specified civil liabilities, including liabilities under the Securities Act, and reimbursement for various expenses.

We will indicate the extent to which we anticipate that a secondary market for the securities will be available in the prospectus supplement. Our common stock is listed on the Nasdaq Capital Market. Except as indicated in the applicable prospectus supplement, securities other than common stock are not expected to be listed on any securities exchange. This prospectus may be amended or supplemented from time to time, if required, to describe a specific plan of distribution.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, the validity of the issuance of the securities offered hereby will be passed upon for us by Perkins Coie LLP, Portland, Oregon. Any underwriters will be represented by their own legal counsel, which will be named in the applicable prospectus supplement.

EXPERTS

The financial statements at December 31, 2017 and 2016, and for the years then ended incorporated by reference in this prospectus have been so incorporated in reliance on the report of M&K CPAS, PLLC, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document filed by the Company at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We “incorporate by reference” certain information into this prospectus, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and relying on the Fixing America’s Surface Transportation Act, or the FAST Act, as a smaller reporting company, subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering, including documents we may file with the SEC after the date of the initial registration statement and prior to effectiveness of the registration statement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any amendments or supplements thereto incorporate by reference the documents set forth below that have previously been filed with the SEC:

●

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 30, 2018, as amended by our Annual Report on Form 10-K/A filed with the SEC on May 22, 2018;

●

Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the SEC on May 15, 2018, as amended by our Quarterly Report on Form 10-Q/A, filed with the SEC on May 22, 2018;

●

Our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, filed with the SEC on August 14, 2018;

●

The portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 30, 2018, that are incorporated by reference into our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2017;

●

Our Current Reports on Form 8-K filed with the SEC on June 15, 2018 and June 20, 2018; and

●

The description of our capital stock contained in our registration statement on Form 8-A filed with the SEC on November 7, 2016, including any amendments or reports filed for the purpose of updating such description.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with any information. You should not assume that the information incorporated by reference or provided in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of each document. You may request a free copy of any or all of the reports or documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:

SenesTech, Inc.

3140 N. Caden Court, Suite 1

Flagstaff, AZ 86004 Attn: Secretary (928) 779-4143

We also maintain a website at www.SenesTech.com where incorporated reports or other documents filed with the SEC may be accessed. We have not incorporated by reference into this prospectus the information contained in, or that can be accessed through, our website, and you should not consider it to be part of this prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the anticipated costs and expenses payable by SenesTech, Inc. (other than underwriting discounts, commissions and fees) in connection with the registration of the securities covered by this prospectus. All amounts shown are estimates except for the SEC registration fee.

SEC registration fee	$	1,245
Legal fees and expenses		*
Accounting fees and expenses		*
Trustee and transfer agent fees		*
Printing and miscellaneous expenses		*
Total	$	*

These fees are calculated based upon the number and type of securities offered and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

The Registrant incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who were, are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with defending or settling such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.

The Registrant’s amended and restated certificate of incorporation and amended and restated bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

●

Breach of director’s duty of loyalty to the corporation or its stockholders.

●

Act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

●

Unlawful payment of dividends or unlawful purchase or redemption of shares; or

●

Transaction from which the director derives an improper personal benefit;

The Registrant’s amended and restated certificate of incorporation includes such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Registrant upon delivery to it of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Registrant.

Section 174 of the Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

As permitted by the Delaware General Corporation Law, the Registrant has entered into indemnification agreements with each of its directors and executive officers, that require the Registrant to indemnify such persons against any and all costs and expenses (including attorneys’, witness or other professional fees) actually and reasonably incurred by such persons in connection with any action, suit or proceeding (including derivative actions), whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or officer or is or was acting or serving as an officer, director, employee or agent of the Registrant or any of its affiliated enterprises. Under these agreements, the Registrant is not required to provide indemnification for certain matters, including:

●

Indemnification for expenses or losses with respect to proceedings initiated by the director or officer, including any proceedings against the Registrant or its directors, officers, employees or other indemnitees and not by way of defense, with certain exceptions;

●

Indemnification for any proceeding if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;

●

Indemnification for the disgorgement of profits arising from the purchase or sale by the director or officer of securities of the Registrant in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or

●

Indemnification for the director or officer’s reimbursement to the Registrant of any bonus or other incentive-based or equity-based compensation previously received by the director or officer or payment of any profits realized by the director or officer from the sale of securities of the Registrant, as required in each case under the Exchange Act.

The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. The Registrant has an insurance policy in place, with limits of $20.0 million in the aggregate, that covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 16. Exhibits.

(a) Exhibits

EXHIBIT INDEX

Exhibit Number		Description of Document
1.1**		Form of Underwriting Agreement
4.1		Form of the Registrant’s common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on October 7, 2016 (File no. 333-213736))
4.2		Form of Indenture (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3, filed with the SEC on June 19, 2018 (File no. 333-225712))
4.3**		Form of Note
4.4**		Form of Warrant
4.5**		Form of Unit Certificate
5.1		Legal Opinion of Perkins Coie LLP (incorporated by reference to Exhibit 5.1 to the Registrant’s Registration statement on Form S-3, filed with the SEC on June 19, 2018 (File No.333-225712))
23.1*		Consent of M&K CPAS, PLLC, independent registered public accounting firm
23.2*		Consent of Perkins Coie LLP (contained in Exhibit 5.1) incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-3, filed with the SEC on June 19, 2018 (File No. 333-225712)
24.1*		Power of Attorney (included on signature page hereof)
25.1***		Form T-1 Statement of Eligibility of Trustee for Debt Securities Indenture under the Trust Indenture Act of 1939

*	Filed herewith.

**	To be filed by amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.

***	To be filed pursuant to Rule 305(b)(2) of the Trust Indenture Act of 1939.

Item 17. Undertakings.

(a)	The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

If the Registrant is relying on Rule 430B: (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) ( § 230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(e) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(f) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Flagstaff, State of Arizona, on the 14th day of August, 2018.

		SENESTECH, INC.

	By:	/s/ Loretta P. Mayer
		Loretta P. Mayer, Ph.D.
		Chair of the Board, Chief Executive Officer and Chief Scientific Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Loretta P. Mayer	Chair of the Board, Chief Executive Officer and Chief Scientific Officer	August 14, 2018
Loretta P. Mayer, Ph.D.	(Principal Executive Officer)

/s/ Thomas C. Chesterman	Chief Financial Officer and Treasurer	August 14, 2018
Thomas C. Chesterman	(Principal Financial and Accounting Officer)

/s/ Jamie Bechtel*	Director	August 14, 2018
Jamie Bechtel

/s/ Delphine François Chiavarini*	Director	August 14, 2018
Delphine François Chiavarini

/s/ Marc Dumont*	Director	August 14, 2018
Marc Dumont

/s/ Matthew K. Szot*	Director	August 14, 2018
Matthew K. Szot

/s/Grover Wickersham*	Director	August 14, 2018
Grover Wickersham

/s/ Julia Williams, M.D.*	Director	August 14, 2018
Julia Williams, M.D.
	Attorney in fact	August 14, 2018
*By: Loretta P. Mayer

EX-5.1 2 s112026_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

	1120 NW Couch Street		+1.503.727.2000
	10th Floor		+1.503.727.2222
	Portland, OR 97209-4128		PerkinsCoie.com

August 13, 2018

SenesTech, Inc.

3140 N. Caden Court, Ste. 1

Flagstaff, AZ 86004

Re:

Registration Statement on Form S-3 Filed by SenesTech, Inc.

Ladies and Gentlemen:

We have acted as counsel to SenesTech, Inc., a Delaware corporation (the “Company”), in connection with the preparation of and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”), a registration statement on Form S-3 (the “Registration Statement”) for the registration of the sale from time to time of up to $10 million of one or more series of the following securities by the Company (collectively, the “Securities”):

(a)

shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),

(b)

shares of the Company’s preferred stock, par value $0.001 per share (“Preferred Stock”), which may be issued as part of a series established pursuant to an amendment to the Company’s articles of incorporation filed in the Office of the Secretary of State of the State of Delaware in accordance with the applicable provisions of Delaware General Corporation Law (in each case, an “Articles Amendment”),

(c)

debt securities of the Company, which may be either senior debt securities or subordinated debt securities and either convertible or unconvertible (“Debt Securities”), and

(d)

warrants representing rights to purchase Common Stock, Preferred Stock or Debt Securities (“Warrants”).

(e)

units consisting of Common Stock, Preferred Stock, Debt Securities, Warrants or in a combination thereof (“Units”).

In our capacity as counsel to the Company, we have examined such documents, records and instruments as we have deemed necessary for the purposes of this opinion. As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents (and all opinions based on public authority documents are as of the date of such public authority documents and not as of the date of this opinion letter), and (b) information provided in certificates of officers of the Company. We have not independently verified the facts so relied on.

In such examination, we have assumed the following without investigation: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based upon the foregoing examination and in reliance thereon, and subject to (a) the assumptions stated and in reliance on statements of fact contained in the documents that we have examined and (b) completion of all corporate action required to be taken by the Company to duly authorize each proposed issuance of Securities (including the due reservation of any shares of Common Stock or Preferred Stock for issuance upon conversion or exchange of any other Securities), we are of the opinion that:

With respect to Common Stock, when the shares of Common Stock have been issued and delivered in accordance with the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration provided for in the agreement, the shares of Common Stock will be validly issued, fully paid and non-assessable.

With respect to Preferred Stock, when (a) the applicable Articles Amendment for the Preferred Stock to be issued has been duly filed with the Office of the Secretary of State of the State of Delaware and (b) the shares of Preferred Stock have been issued and delivered in accordance with the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration provided for in the agreement, the shares of Preferred Stock will be validly issued, fully paid and non-assessable.

With respect to shares of Common Stock or Preferred Stock to be issued upon conversion of the Debt Securities or Preferred Stock, when (a) if applicable, the Articles Amendment for the shares of Preferred Stock to be issued has been duly filed with the Office of the Secretary of State of the State of Delaware and (b) the shares of Common Stock or Preferred Stock, as the case may be, have been issued and delivered in accordance with the terms of the applicable Debt Securities or Preferred Stock, as the case may be, the shares of Common Stock or Preferred Stock will be validly issued, fully paid and non-assessable.

With respect to Debt Securities to be issued under one or more indentures (each, an “Indenture”), when (a) the terms of the Debt Securities have been established in accordance with the Indenture, (b) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, (c) the Indenture and the applicable supplement thereto, if any, has been duly authorized and validly executed and delivered by the Company and the trustee thereunder, and (d) the Debt Securities have been executed, issued, delivered and authenticated in accordance with the terms of the Indenture and the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration provided for in the agreement, the Debt Securities will constitute legal, valid and binding obligations of the Company.

With respect to the Warrants, when (a) a warrant agreement relating to the Warrants (the “Warrant Agreement”) has been duly authorized and validly executed and delivered by the Company and each party thereto, (b) the terms of the Warrants have been established in accordance with the Warrant Agreement, and (c) the Warrants have been executed and delivered in accordance with the related Warrant Agreement and the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration provided in the agreement, the Warrants will be legal, valid and binding obligations of the Company.

With respect to the Units, when (a) a unit agreement relating to the Units (the “Unit Agreement”) has been duly authorized and validly executed and delivered by the Company and each party thereto, (b) the terms of the Units have been established in accordance with the Unit Agreement, and (c) the Units have been executed and delivered in accordance with the related Unit Agreement and the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration provided in the agreement, the Units will be legal, valid and binding obligations of the Company.

The foregoing opinions are subject to the following exclusions and qualifications:

(a)

Our opinions are as of the date hereof, and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, and we disavow any undertaking to advise you of any changes in law.

(b)

We express no opinion as to enforceability of any right or obligation to the extent such right or obligation is subject to and limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent transfer or other laws affecting or relating to the rights of creditors generally; (ii) rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether arising prior to or after the date hereof or considered in a proceeding in equity or at law; or (iii) the effect of federal and state securities laws and principles of public policy on the rights of indemnity and contribution.

(c)

We do not express any opinions herein concerning any laws other than the laws in their current forms of the States of Delaware and New York and the federal securities laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction and expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto, including any and all post-effective amendments, and to the reference to our firm in the prospectus and any prospectus supplements relating thereto under the heading “Legal Matters.” In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related Rules.

Very truly yours

/s/ PERKINS COIE LLP

PERKINS COIE LLP

EX-23.1 3 s112026_ex23-1.htm EXHIBIT 23.1

Exhibit 23.1

(M&K CPAS, PLLC logo)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-3 of our report dated March 30, 2018, of SenesTech, Inc. relating to the audit of the financial statements for the period ending December 31, 2017 and the reference to our firm under the caption “Experts” in the Registration Statement.

/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas

August 14, 2018

GRAPHIC 4 img001_v1.jpg GRAPHIC begin 644 img001_v1.jpg M_]C_X 02D9)1@ ! @ 9 !D #_[ 11'5C:WD 0 $ 9 _^X #D%D M;V)E &3 ?_; (0 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0(" @(" @(" @(" P,# P,# P,# P$! 0$! 0$" 0$" M @(! @(# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# M P,# P,# P,#_\ $0@ -P#( P$1 (1 0,1 ?_$ *@ & P$! M &!P@)"@(#!00! 0 !! ,! 04&!P(#! @0 & M @$# @4"!0,% 0 $" P0%!@<($0 2"2$3,4$B%!5A"E%Q,A87@;$C\)&A M\4(8$0 ! P,# P(#!04' P4 !$0(# 0%(1(&,4$'(A-187&!D:$R%;%" M(Q0(\,%28G(S%M'Q@N&20S07_]H # ,! (1 Q$ /P"_L/ !Z\CZA\/XCZ!_ MITFC1I00#UK4)R_'Y!\?I^'Z<^G @/RZTE[6%9 5/3Z4B$GTN ;\*V"8/0?A MS\A#K:"'-W_N)2.!'C_3K [&!74(XG0Z5\]PO\ MA'C@! >?7_;I6AI&\#2@N:#M)"FLB\&+R'(<_'GX@/Z]9]Z4 -Z5@"@!P ^H M\\>@#_USQ\?X=8-H=#7;PNM*JUBH;M M+S^H?/CY_(?7K)=NJ$_2CU__ !@%WP-:#"4>!'ZA$ 'CLY$ 'GCDW/H \>G0 MY[6CH.[&;F. L(Q6 M:SW22@K5947UNQR6 JR MRN*HXGH% M.FG0ZU+5SP4HCVC_ "^?/'P'J#%K"1[@]1'X_P!NE62LC='C=+\/E6(B4/\ M?@"\CR'J(<_/H$CCH6D,^/\ Z5D6,3<&*^O2'J #_$.LJ6L3"!?4>/\ W\Q_ M3K!Q *@*^D^9*-K4H<1(/'Q^ ^GH(?,2C\PX'H ]PA1M>"#K2/3VW$%6[#^R MHS/+_L1;-7O'YG3)^.[-(TG):K6KTS'%IATVBDE!6NXVF)B6\DU!\@Z: JTC MU7*@"=-0OT^I>I=P+#VO(>7P6%XW= IW+W&TI^*?95>^4>27O%^"W>9M';;I MABVD=0KV@D?/;N^RF'_M\\Z;6;*XUV)ROLIFRZY=AV%^JN/<=HVK\%[,4ZAJ M^K-6]VR3AXN-.59TK/,DSBIW@()?3QZ\S;S'@N-..#B M B'P,( 'J _,/E_/JFXRK X/WM*D'Y+TKT)T<6(0UI0+WT5?QK?UG10Z**'1 M14?/D-W6DM,L1567HV/'&8,YYIR/7<):]XO1[.DDW _;FD2IBH'J^U5/=*CHP_E@B*^ERMBVX]LAUN(!MW[=Q M>I!51J6(.FX]0XSQY;YR.UN!LF6C-E:A\-9HUEO]UQ%L[6TGRIZ=5;=CYL9] M-66)E7Y@41JK^'+]V'O*',V[%"B#&\>;N8U\S ]\DC7(HZ%O^%S01L=S6'+ M$.S6Z.JFW^)]/-]K;CO.%&V:C[$WUIVGHE-)C60>9!IL8E*2^+\G4EHNYA6L MS*1A^]@Y9G#WE.T![^\X(:;G"8;-\?GSW&1);NL]KIH97^X[:]Z>DD-)0?AN M4 M"]&.Y#RCCW*(>.9N^5YN2DXC'2=CR,\,JGBO&%291 M+B;L$K]NY$&*!DRD,H<@#NP'$+3)<'N^5W\PMWLD:V$./Y@"WW-.Y0H!UW)] M#IY)Y!R&+Y[;UZ*TQA*,8=NI,S%*B,ES4RM>I&02CT%4&SY<&JCE M4H>B'< EV8RZ\=WMU#C'6-XTRR;#,9^KB$8C=GI:7=3ZM-4TK',6_E7&8V;/ M/O[,QP6KY3;,@#G$M:7.&XN <0.@T4^D/U#C(!K)N_CW.>C="W?MKB/QE1)C M%\AD+(82CPIX^BK54KYG=VIWH\*NFL?+Q#@&OT>^NF*8=ON&[>HOFN/7N*Y) M+QIC7OO?=2,;?4A#2U0.Z."G3\*F&#Y5;7O$8.4WYBBMC;E\Y#E8Q["6R(3J MFX$-:=>G5:CYQMEGR>>2&'=9LP!D.B^/[4>>57_PC*7+$S;+VQ&8:T@\61:Y M(G(.P/F57H%9L((@M'MB LY4;'*83'(8JAI)=6W$.+M_3 2-(R6AS417^XQI*[ M \>JE/UHVKVZPWN$TT$WWEL+RS'5(>+G1[M2A=K MQM?O<*S(+HA69P342*(]IRJ)'ZYLQQ[%W?&F\GXRZ1K()@RZAD]3F*1JTC]W MU!H=JI[-1PKMP7)N0V?*!P[E+X))[F$RVMQ&T-#VM71S%'J(8]Y '\- TE^Y MKJUY]V[V^SAMU=-%- 4<:4:8PG5ZW9]F]H\O0[FW5W&3J[,PD:C1J#0&+ING M:;C(1IO?.9ZJ#C6.J6"")GZK_P"((S"N4J)3;#+M(1Q!#Z>SO53[;9GK*TG28NPP57HUDB8%C52K/9*68N*](NV4ZX7*9)%GT\#U>->.<FYT;G;AT]6K0=.RUQ^7.5\PQ''X,A MQ&U,F(FM7.F+F*6"4-VAVAV^ESEZ>H@;NQJU>-!]Y!:#D6U9,\>>(G&1K;'P ML!C"\V5Q2(N]1-,K5MG&,JB5="6EHXR+!\IO3:LB8L3-X:YX ])4@@A2="#T'=*\L^''\TM5GR_1GCV@:UBBDQ%=RAM9;:FUL)HF8=*,Z)CF M"[!:KWB]%CEB/UC23YLX&*B$5$%')4C***I(E**GFSQYXRO.5 ME=U+6A4"Z$GN?PT*>K?)GEZ+Q[918YL8FY1- "X#5L;W!&C8"I+W+M:J( IU M = [,>4[SMTBFQNT-LA9B*P/-N(XT58+/K;!QF)'S:25*$;[CA-NTM\="2YA M!)K(JND2KB8H$6,8Q>;4M>!^'+ZZEP%O=S',1JCOGR7L2:M+^-KR!U??O61'-3B*98\NE.E)" MH9HIYY('$14;7",$))W)QDH\]A56FS<.Y3D&3AP!3)I&.DH)CHG.-# M%\@=@[D%[G@&,@*NY4^O_;XUZ:\=\]Q_.^+MY PM8YBB8*@80%4J3M!;ZD)* M:@G2H!-J//5M=G?/#C WC&H29=9(Z2A' M+9)4J+DBI #ITRWB3B>?XY^MPS]H^C\O9K9VC[ MI!V!_O8"BTZ4FV;ELFF)BNV#A_/,CB;^DH]@@/PZBO@C&NGYC<7UPS^'9P./ M30/4(#\>CE^E2_\ J8S/M<&MK>W<-MW,"1TW,#="G4:N'XCK4,^H6WODMQ1I M0TQ_H)KU.:+8<@Y SIL)#8P)D5W9;1-/@>/4Z]^9:&KT?#4VN1;=LX(U0 ME'Y@1,<_L%+VC8O(^,<)RO.&GF62$4EXP"-FX#VM2@?JOK)]*IV&M55PSEGD M6PX5^E<%LG?I=J72/NBPG<-"0I:6^G:>A4A5*:5,QX2O,%FS<#)UHUHV?7J] MBO04YYD#&&2ZM -ZPK88ZON632TU:T0<<(0IY)FUD$'K-XU(V!5(%R*I]Q2F MZK+RQXTM.'6L.2P)><M6WX4\R7_-\C-@.0-7)1M+ MF%K0U0T>H.1!J5(T7MKUJS2 B/\ Z_3JE5U0=$KTAU /2LNEHH=%%1\>0+2I MUN9C*CL*;DR1PIG#!^2H/-.O^5F#$DVTJ62ZXBY19_GX!82I3-=E&K@R+I,! M!4@&*+H*.:/F&D'5" 4<%:69S>]WD4TXAAG]\M*H+)>&JRB1&\; M+Z8W$+8E!QC0R:3^_P!HPO:0C+9%0AD3"Y<_:JF(U #>@%X#I]M>*<8Y$X_\ M>R!@RH&]EO=@QM<4*M#FEX<[16@-))^^HY)S3F7%VMGY?C62XN%@]ZYMG!Z/ M+@UJ,<& *-^\QM:W5>UO73=!J[1?OHLJS%Z=R7[EL*BJ9P Y1*&[@.,<[FPM,S'(]]E'+) M[;M-SF,4)K^5I(<#HH:O2N7RAFW?_G!RO'VP>YDI8VE6INC=N>X/"?G+6EC@ M5 *M4UVL;U+S:8AQ[1L54#&OC!A*5CRI5^EU6(1L.>$2MH2O1;:-8I&(C'D3 M,NHBV ZQB@ **F.;Y\B7\WCS(7\U]<2Y$.G'PU8,IJVZ5:LHUQ&R$>U1M<0NR5,HW6^A,JC<#F$!,?@ MH!UNM,_Q'"87)6>&%U+?W\+8Q[C&@1@*KG'?\"H0$J$( UK5<\9\B M2-LH<;CY=[Q#(3O_ (D;O2C-2D8:&G: I()[FG4DR&8?-#Y+LP*QXNXW!&,\ M#:S5F771;.&\;*NXY:V71G&.C%,NU>'>M2@N4@E'M.)3"(#USY^1F,\;XK%D MN+;FXEN7=BCC[;6@=V#JOQU2G'CIER7E/-Y)\31_*6S+=C^I3TD_0JQWWD=* MDGW8R6GAO3S9[*#DGNEI6"LFS**0G*45'I*G*(1Y!,8H@!3O5DP$.!YZBG%[ M0WO(\?:D@._FH_IHX'7[/QJ=?923A>+B9-#)UHE\IKPMF>( HZ804N\4CTW MAT?^06Y3 4/JXZN&QGMP_ %C5!"U*W$)^KL9'P,)&,+!GMJP80\0S2CHQBQ0^Q)[#1JS;$(FGP4"D ..H,?_ ,WN M)WWMY=9)LSW.<8RUA!))*EX/4K_AJQ;9WFBTB;;16N(DMHV!H;[KFH&@ :AI M[#N!1(C]8/)MG+<_3'8+;)KIY6*1JA8,H39&^"9S)+JSSW^1Z0O5UFBZ-QBS MHK)-ETFYB)D71*!>\>#&'CK<_,<,QW'",M,C1L5CU(4.^!)7;J M4^%'Q\7+%TC:\V5^J1.Q>L6=B2,70LHOZ4R2C*W:J;?H-%Q*TVV-HL3)F(X(+ M4QNXPG$J@I]<-IR3$9+ 0\>-H=(P=P]I M)9O'5SN(O&:UAE8#*^N^;Y-B4R[B"IV0XQ$(\DXNNX="@0$ULQO/9[B_@P/, M<<_&WUQ+Z X-DAD"EK09$0/<0 -H>T%S&N<'.:J;_N#+RE0O&9>ZTU.DR')^ M0,48S;LTBE024C#V5&RR+%-)("IHMD8NK*E H !2@ !\.G7PWCWWG.K83#W1 M&Q[Y'.TTU"CJI!<---.^E,7G[(_IOCBXCBD=%)),QL8:.S?46GHC2UI^.J!- M=&Z?ME,;G@=1LV9/< B(92V >Q+,I!$P_BL=5>'BD1-]/'U2DL[#GGUX^7IT M[_U!W+)N4VV,:[W(H(V[B2A!>\D-'Q #6_#J:8_Z8L6ZUX3-DD2:>XU)ZEK& M _9ZI'57&W LN3]@_*[GF3KF.CYZOZ>T$[!TG%#Z/=2Z-RA,-2!8RN41[#M' M3%R]KZ,+50^Z;$61,LC[H"8.\W5[\=M,;A?&5L)KD6MLZ$[YHT17MZN<=J'< MXJ>Q^->;^89'+Y[S!/R6"LDZ^7SQQO(VA9.JJE.FE*QA:XMYF+B5%6R_N0P2-T>Q:"[8&I2HB=%0J M0>H !R@(5;A<%XNQ62@R\.?:Z_ADW.&X+W&A*;B03U(76KBY'G_-V>PES@KK M">W;31;7.;#($ (/I<-VNG8:4FFM&-MI-'_$7Y4I[*N+LDX.LN05\54JEL[M M%JU^5?1]E,2B6R:BDRN%5O9/#VL6P+ )>%2\!_2/7;RZ_P /S;RCBFX>>*ZC M>0254 -:$#D5#Z'%*:^*X7-\$\52D%)):,=I5^8CA?HD?*JG1,L!C$%0X%$ ,/-/<=Y?RCC,$D&$;MM9 M7 %1N5I1KC\ -2.I J\.5\'X?RJ[9/R"0/RD*.:&/:QZM)&).RS. KR+A=85%W#X]=I2?)U#&. M8@]P\B/7H/P#"XX>_P Q, MQ<)IU1H4Z? [BFM>:OZEIV39C'8*'>66UNW1'J@,W=39[FTTA1SKB_124+6A^QJ#X!J#KH!7I#!6L M> \90P/:(X(<27O:T+N<^)SW*2BDN))^+CUJJI^VNH$C M9D 3[2$/*Y$L5=AFC4$P#@ *D+M0H!P %3#KT=YWG@L^'VN+83N?=M< >Q]M M4_TZ??7F#^FRU?<\\OL@-I;%;.!'?\S6MV=B$.JD=:O@%5 1#T^(<_J ? /] MNO(8#6E=0''[%'[/E7N4#3=)Z7*4!K9[A?U_\?\ CUZ4EK>I%8[@?R^H_*LN MX/X#Z]9)66@^M0F[5YMVRTEW;2V/GZYF78/QY9'Q/$TJXT3$\'_>4QK+DJ"? MME#Y,)1(QJ%AF8.R,$Q*Z7244[/>5*)2F(D52;83%X7DW'OTR![;;F,4A/J< M&LD;J4!^0* :ZM&B%Q%5\CS7)>)\I;E9XW77#)PUKMJET!1K2Y.C2'#?J US M7R O!8T$D9G\PN,LV8ZN.)-&L';#;4YXR359REURLHX.O5'H-7=V:*=0WY_* M5MR+"0,+$5V#.^]QVF/?[H$%,YDRCW@X6/ M00@:3IN'Q!'4-/=GS7DS#YK&7.$XO!XUQF$0EVHB.,1?IU)4"N=BGS2XZQQ1XK'V]V(] MB->MIZ3&,:W>:7_@_(5^B+W88IFBR6M.-;)1X.:AIZ$MBR7W+<#*I%(*P$ Z MA ]P>RZ\:9.]N7W'%G17O'UW,E,C&EO^KQIMLWL=M#9.XAMAQVRS8Y04=,:31G#$4BQJ;DY9%13DXE$AOHAN;P>+ MP@CM8+H2\B<]9VM(RV+H..@?P'.T>X@ [ MMA*@$JFB @ .=J::GX3JQ:GF.]R-@;S!6B L^R6\>;KFBUN,#)5V=<4^OR#2 MO51VI'RK5F]*S6;HKB@8R8%$GJ41 0ZE/DR6R;>8[#8]_N6]C8Q1DJ""Y7.* M=N[34;\36EZ;+)93)L!X_'+K*WY84WWYX.ZTL4-W=7$<6H)&W M?N(/U#-H^)('?4T^0/22ZYQT6IN',$R$=%YKUJ=XOR#UP!4FR%DC&Z[0%3]J15U$C*B! ,(NZ!K6E%(&X-!+5TWAJZ+2&4CSDX#B MZPSA-F<-;08(V3BFZ<5=\"KZ\9*MTPO<&1?8?(4.:KL+(0=@@YAX431ZRKEN M)DU"]_']0N-UXXS5U<&;"S6T^'U<'[V:,ZC<200XC_"'ZKTZ4V6_E;"01,LN M26MU!R*)H$S6Q*"YNCB"H]!(4;]I0@:]2\;5/,NTFT58S#=9.D[B(\%3.T4B<."C]!SQS,V6%Q$ M]M%'*V\N(B'S-;_MM]04 ]] 5T/WJ!*N/Y'.:U^5^"V!1ROCFPVEO5]IV>+[3E3&F MPE(>3\A(5F<8V7'=?D!8SK&)=(M5F:[1,Q2)% XE5 Y FF:X5%R.:+*\ YC'QR$(6D.2BF6.1C7/;."X MH!J2[:00URN]&PN(7J#=0M?Q]AZMV)LA9)126=N!!TZ.DD1-(Q3G*0$P!7HMH(/'.+R,68DB;D M+R'V&6T3@XDN4!SG-Z $J3WZ E=.#(7%WY2RMI98FTGMN,V%XVXDN9RDA>PA MX$85RM(4("JE7AFP!ZH_N%]<P0$\,\BL./\K<VIV4-6L,,LQ@'U@=BTK*Y5I&9<'*"K87QT$NSN$ MJ?I+?.>'P D=R*PF;+E)WM8V,.#@C6;MR#I\/KJE07^GC/5G0#:_4G=F8WTU6J]MM% L>0D,Z1EGQ]#.;9/ MX?RL=4KNVQ]SK#5L[>/*=/RBJKE!X@8@#RC'[0H*]"X#HG<$U&_*/ .6<5YB?(/#_ '98IGEXHJ"TIU!!XMC\R'F"W)KR.#,#X2>4>ZS**+"3N&!L79$2OCLZ1DP679V*Z. MWM8RGNV9>K6.(V@'0 [5+OM'V M4L_E[RUR-EOAL+9>UD)AMPN1\,-(&\V&FJN)&KP.5(DZ6$/R MLUN ]VB^\$=&X[5:H(87(H)W)U%5!-<=E_(CX5KKE_$[_7/[HU_DF*\[7LB4 MVZS5*?V:NHK1,7?L=7FD&0:S,3+,#=HD*NHFX("8&*DL3T]*\AQ' O*L%IDW M900Y..)K7MT0@'<0AZ%2GQ")7D3B^=\A^%;F]P;['W;0A=0NI)#'!P(!0'X[ M2$7H@=/H#IEO%Y&=W8;=?;!ED.D8GBK[ Y3MM'!:;'N8MLF\>J(_;IL4#%]U9RMZQSF^>X9Q+C_ /QOC3&2Y5C SW/S$#]\ ME-%<#WZG[:E? .,<[Y_S+_E_)_VT]45KD5_;9;+*FLB<2:'_&BM*/S MF= O[12D'D0XZ??'>0Q7'O%UP\2,_5YHI96^MJ@@.("*O0 )W-,7DW!YODWE MQ\5U:3,Q;KJ&,2M!_P!L-9%N!1.IL$]8Z M3"8Q@8*IQ,M-2XM+E8(&HO?M(Z%;.WZB;&!>.#G$I!(4A!$X@7GJ@?'T5K?< MYLOYQS0TRE[B2 "6AS@I*#4C]@KU!Y3DFL/&]_%C@XEMLV((I(:7-8>G^4]> M@ZU$=^V4P59*/7MMLG7BA7"E3\O8<:XY@B7&K3E6?.8*!AYBP2HL6TZR8++L MCR,P@!SIE,0#I<<^G'5E^?L]#DLG8VMH]CK=H).UP< 5#=4)^!JIOZ;.-Y#% M8W(WM^V6.XE?$U"T@]7.52A4!P730:U-3EG,N0:UE:SUN#V0P-3V$>I%?:TJ M_P!9F?RT7]U'H.#)R,ZW3^T6!VH?W$Q*<.Q,WK\.JBQEC:W,8=<6TL[=5#2& MCY'4@J.O36I1R_E^:QF=FQUAG<3:AL@VPW,4A<5 TWB-P^FOW49:]G'8&/9' MF9''>/LVU)'M%>QX NC:1D&Y!_K.-9EG!UWAR C[:1P/P'H'6E^/QIE=&R3 M^4('[X*#ZD-/]].V&Y;Y"@A$N5L+*_LCK[EC*'.(^/ME'#[ONIQ>+,S43+K! MZYJ,HL9_#+ VL%;EVJL3:*V\_P#II-PKP$WK,_/P/VBF?CZ3#TUWEC+;.&Y" M#T(*@_0_C5@<=Y7B>4Q.DQZME9^9CP6O8>A!:=1KWZ?A72RKE"OXCJJ5GG6D MQ)F?V"NU*O0%>:H.YVS6RVR[:"K=>B4G;IBP!Y*R;PA"G=2D@;'<[:K',U*/HV1_L:?9#Q['LE9"0O-181Z#9^]6? M/++#M6B;.*EBP$HZ4<+O"(D;1T\E5^;@*U/VVNPMBM:RK:L04I-QS"7L+A O*J M,+'NW";N25)SP)42F'N]/CZ=8%CC11;)F&@/GS>/K5C@[D\"ZM*%-(5>PUZ4 M7K$ZZ:2#SV9Y LJFJT,B2-4*=$@*.>X!X2$"'$N300-:2M*N[5PD6C/L2&5>PBCXTC]N$HV1(*IT.[W"I![G'8 CUE2%2$%& M$,BX])84:@-WJ1;4O##9$*V-CB0FU:^5,5C3B48+O[M2)!N05?? @I>V GY[ M?7H^E(&AM>NK7"I7N*1L-,LL!;H<[EVS1FJ[)L)F/%RU4%%XT*^8JN$2.$#E MX4)W=Q?3D/ATC413J:5P)Z%!2#26U-0AY#*RCZE9'0I6%W%H97_)RT9 )4F. MDJA5FELE6#-1>RDGGZJC-^@W1,1C[:CM4$^X 3 C6[0?F5K(G1*\=&VQQ[< MY)_&201U2:5W$M*RW>)6Q6VKA$5**R&==>G1;QP#XR;]T]C&PN%W*'BK*QA6J"B@+( 2DZQK45>JC)6.6AB6:-@8ZPP[F6DZ^H8Q4YUE'MW1G3V,.!#""Y"F3$" MB(#P'/2(!T UK$Q^KF:J>\5!"T5V'&Q6"OJV2(2FH. (3 MW59J7C#O"O(Z*13X,==4A4B%,4QA #%$0Z]:S!)Z_EHA&S[C()ZC143/P\M! MY"KUUM$9>X>7AG%);M*0[KS&5+(SJ+TK8CA=[9$$D^T1_P"4#$/VFX 4 'Y6 MUJ5C'?(_*O3;-@\3U"R(4A[;(I[=GE:O-GC:I'R$<>2?L\X1$H$,(+6RC5_DS'2LD_@G5SJ32P0M?;6R=KC^P0A)JN0" MS9-T$S-1XO5%8V/016*91P?A%,ARG$_88IA7THAH]*J[K7/-FC#_ .#C+,;* MF//[;F)LU:BIT;A7PAY.PD6%N>%820R -'$H18.#($.*@<@(AP(=8%H>Y/W4 MH]+M*/1Y#E+C#\,QTEPRV_AR32GVF,>A+4!U*C4="1VI'=L=OX#2> MGP-PV;V#) /;F^=1E.Q_B?%+&PVNRN8]%!S*GKS&=?R+IPRB$'!#.G;HS9JC M[A"F/WG(4S=)+9[OX;-5T).M3&SQ_*R&RY"_B#R-8XX&N:/EN7A'\R>"1>N#D)WK( W M1]P.\R9 $0R#[KK"]P [ G]BTZ3X;&78V7]G%-IJZ2*-"1W75">U2IV;63&T MPX"QT))7$]X*4BT1=\:J!"'!;VN6RDA#LSIP5AC%"B'N(.$3D43$0 2B/=UN MBRTP_A7(]QGP.OX_]:BN0\=X&:7^>P#GXW) ?[D'IZZZM" _8E-H:SSZ?R#K MY>46L:QSNXR;;\49 /64C-HO(5%IH/F%ML[QHES[L(Q5:HN$%5NX&KE4R1!] M"@#XV"&&&\MI5]AD8=&3\3J$^\#_ +U6OZK=7O(U MC #II /R[6^H%-=0/RZ/+SS2)W(>-I6K0,-0[.:0=QAYBHY(9.G%6MU=0=E6 MEJZL_9$7>UB7>-?JCY5)!P>/?)I*@F;M](I7HBF/J:=9E>131E*3E.E0M59; M423//6"T6.9P72H3+J^3*C%X_M4M&N9S(3JMP:X11'#]2/=&>MFJXK'12["E M'0)VHR-=3,HN[%]G-GQBO1JNXL3:MJ*JS$E,VV,M6RM:STX4M$,[A4HF*.PC M8I9@9 BKLKE^(*B8J0@ %(@5>]%^>TQRD5W/(U]7%KQA=I612>K2GY9@./X1 MMLA)9SBEZFS;0KLCMW+14H=BY:D%BDW?HI*@HHD \%+3@\SX5OEUS-CO(%*1 MID2VBD8&(MEHE7+YQ.&JT39'%BDZZYJ#R'EJ_9$EQ5!:%>(KQ4G"3 ?<@X52 M$4NBBDOK>K.1OQ-%KLO'8?JC;&LE 0[&X4Q"85NMSK4)!Y#BQGYIVO',6[)Z M"]T1>(1HBX$D@#Q87@E6(7HHHKT+2NUQB5,:J;=_!3;QQ:IV]-KBQ MB,$VW$-+FXZ,EJO"QU1%F[L?O_:%3<+$:&4*HY5.4@"45TF.I.36U/LN+5T< M1.H2W4MH5;*3]&<>WFI6I#!\9B,T/5F L4#%BT7T9]PWD#OB"E%N7#<6@J' M_10=>M+KKUBJ[XJ9F_)UJO,'MRESR.2'9 M9D(27K RC535N5@HY!^_KJDL\U_2G"ST,ZL*4))#!MYT9,@QK@&;PB"J("J@ M!?@E*=0G:ACO5RX8ZM3/\74,4/:1:8?'0V!*T3%AN5AQ;+40]NQ+CJD6 M*/"7D6<-:<3W>\/S6HPECHYPG'VNG6TZ1D2%]Y!=50AA,4I3&*6E#I^I[FG9 MX+:D(F*D,:Q%E@[U0U2W6=B)*D24-B2.Q-^#"E,X-2/L)CL&:JB3E>32;%;O M%"G;BL0AS%'9**^3]2,D7Z[YF4@W&.J;3LD0LZY<*E/+S;JUV]X-14@WLG&/ M(HSZBK"6I!'V1:+DUF,]&*( + BR1C"H*4H<0-HZ5SK'J)E*YQMOF'+C'%3G M[J7*\PI3HY:8D*K 3=M'#PUB-)))1<>I(MGBF+5%)AXFT;F!9]WI('%,1-B M 5'6A=$[5Z'VK.9[ SFWTLGBIG/9 C=M(^QMF;^:?,ZI_P#H.(K!:HM'RKFO M-WE@-7G]8]B4 4FH'(Y%1N @7M%:2O/9M.LC3SJ[P:3C'25?F/\ +5AA[>N$ MLI:Y:9RQC)ACT],L3,L=V-ZU N&IUE7)'3C[QDFS2*W3.F<0Q+0>M%>G)FHN M1I*2M$Q0F^+6TQ+W]U.U&7>B\C/["C9C%^.\?3)EZZ%=F:E<*_-*T]?\S N6 M9 D&AT11>-G!1,!L"$"@J6D*@3X4JFT;:Y.,,+KS<&UD:_6,EU&7M4-4U';I M>P8E@I%JM).';$Z""B*ZAR^ZZ8)"NFFW2[04/Z].V&]IET!*@T*%>_;^WPJL M/+#K\<2D-HPR6T-[;NN&A5?:*/>:"-6N()1S=6HH^-<^%OJ&,9^VY)C&;G(. M \P2,?>8[(%(:GL+NBS00[*(D6-IB60C(*5@S>/0,U603.+$W>BJF'H/6V2( M3Q".5WMW;-$ZVDC8R/:]B MAP8C6Z .0C4:FB3LEAW0WR#TF"JN89ZG6C^WG;J3IEDAKFG4+_39!X1%"17@ M9$ZS5^Q^^21*DY:N4%6ZO843I"8A#%XY,=D87 .@>YA:J@*/P[]^M3FTYMQ& M]B;/'D;5'.3UR>TY>X+7[2/N2F65+P>:-X\M]1D+1-MD>Z-Z="#]QTIX MGRTH8),9!)=V[FZ.8^-\1)T"J]=/DTI4HMEKVR.0&QH-O8J-A&ONTQ;/759" M0NEY*R$H)>S&R#MM#U^%4,D E*HFFJ=,!^D0'@0<;:;&V9]Z=AF^&NT:?B?N MJ'WUCY&SD3K0R6>*L"HWQ$S3I_I+\&Q'&VODM!(ZZD_-+(\OD7OL<2?;#B22UI37X4O73;4SH=%%# MHHH=%%#HHH=%%#HHH=%%#HHH=%%#HHH=%%#HHH=%%#HHH=%%#HHH=%%8F 1# MT$ ']?A_KTHZZTA"_1=?IWKR.4T#)G]\Z() FH*ONF*5/VO;'W@5[_I%(4^> M[GT[>>LV$@^D'M^W2M'\?DN+S(^.7\[(9FS6[) -"8FN+6*GJ"= MR@ TIO\ DB)L4:[6:Y%D=![]+E*(+O+HI'T6T+!Z@(.RC+M?;4$H" P$RF[?INP./)E@!8XD6$Q1]0X MZBN2#G7#BYTNW3\X =]OP_OJ]^%M8<#$^!ME'_ELG[[?H%VN'>EZ$OH;M,0# K?(1'G@/UZX6[&H-"*DVUH<2W5_S*?LUK: >GH(?]_3GI&J.J)68#>U?_V0$! end GRAPHIC 5 img005_v1.jpg GRAPHIC begin 644 img005_v1.jpg M_]C_X 02D9)1@ ! @ 9 !D #_[ 11'5C:WD 0 $ 9 _^X #D%D M;V)E &3 ?_; (0 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0(" @(" @(" @(" P,# P,# P,# P$! 0$! 0$" 0$" M @(! @(# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# M P,# P,# P,#_\ $0@ /0#I P$1 (1 0,1 ?_$ +8 & P$! 0 M 0%!@<("0(#"@$ "P$ J,CZ;OF%*=!_1[Z(-(& MA\*4LA*1/C#@:6!J.4#M%!1]H0(#+0=Y(2 M"?B=17:FH0K0@33!E;LM*")1H4)&[^T2D ^GQ_ BFF_<57!&'E$8LUA5J"A* M-A0LD'8D*'HKX?$TT8JZHG0$X&']=0$Z01C 5V8(Z'7Y;D>(RW4EQY:4$@>I MHH^AT^#5JR3Z80A%43+#&&HR#G/!;1OCPIWZ@N:"6T0;8TMYSNI.TMJ4E- H M*%- N5*!BDQ-32U1$TD0@'.2N9\HWIQ7 /R9A?\ #;EW<%+U!U#J4G_PU ]- M*:0I_P!3F B,XEYANI*; M8RN:TJG*'$7$MIZ>F4"T< 93+*WKYRA?)H6A1*4I%2""2.NDA+:1TA.1PB(] MK4KK#AC 2/X^(4X$'-;Z&_6NWV_R.B-I8;$Q^4$+J^_A(R@=(X R1H)%CY1O ML)#?]BVH"C:1UH/7^L3J,MGI_HG$A(4K]61C4GC;G2Q-]VU\F+O#B?W(]R36 MB4U^5OI2BO?\=)2Y4H24H2"/$0O4RT/4"2>4&<:[1\R:$5 %?>FD^UKA_K$OS@?N% T3U5# GJ?4==0WG*EP@ $B)R%("9J_5&AR0TV4]R2A ]DE(5N^%#0G4MBWU3B9F>' M"(C]=;VO]RD3\3&3$QN0HMH60X@U4%IV[DGTV] *4]#J7H+?^,YB&6*]AY92 MD^GA Q-:FIJ"KH*4H.G3\>NAPB>92PY1JDJ= :;#I*T[@I6T!/6JOQ(TA:R MVG4D3,,H7I<,9&I0!_9]/7H=II^/0TUSEU3Y5A"U(#@FJ ;\@M *#C8;20G< MKU*_C4>U==*C;?Y\*<62$I %%4KUKZTIUU(%.^D%2L4@8PT+I1OGHLD:CE!E M7YA\"#_G'_5I$.QB'$^F[<2?8?Y#0@0424S?K%J8F-H; 15E3844_+0DD"HW M'38?*5]/1-(@C3N*'5"I#\(];D.J<4@N1U*:&]TE#Z%;".G;Z!*E5U+F"G4 MH"&/,6J9>W'5]GZF0A$2!;'#6CRU':I]"#[=:ZYU M37+8!T-*/PB9^WO.M=9+R,!.$J>+K[E"S)Y(RJ;<0M14U:;.#;6(S9]&E.1- MJG2![G3M'=GM,BT0/*(PIZP2TNB0XRA?63C_ !W'@A-JLUNB[ G;)=BL2)9V M@44MYT%TN*I4D]2>NGJFMJ%":4'X0WU*U!D7D@0LPHM)V)?:22JI[JR"33T3 M[)30>@U&;]VZ.II( YPZBI9GH?6%.1[VTH<0X&VM_HM:OF^3U*@H^XT_[Q6G MIJG.>642>DTJ9\(R>D-BB1*2APD*!H%)H/5-?2A ]=$JFJ7AK1D,HB.7"BIU MZ'E)'#.-:I24D+2^VI*J(#;8!JLGH=P&Z@U%?%Q;Q4DR\H<8JK<\-+2DSGG/ M\H$MJ6D .J!6:U %!7UTNF=6K!W.)3F@S+8],%3SLQI]Q14RTE22(_>5\@^. MX^OKJ15UC=*$)"2K5G'+4S$XS;#XBEV6XRMX*KW8Z5K1U/RBB M5']FGFZD+2%!)"991,;J'V!HJ1)4 [E"C71AA,J%%F$$51)C[@1T_=[J:I&H MSC[@,FT$B<2.BT^G40-,>,XU$@2&7[4MR M75UM+JULK2-ORAE9*!^S2Q,B9 MSB/*6$*7MN?\97^ZG1P(+UE;D5*0KYGB4MJ<^8)(%02$T)]-)!]D\E*B5:E2 MA#LJVE6IOTR23'/]Y,^=O.^*<\\C8)@MXQ;&<=Q.3;[3!%Z0N6_P?EKR8[L/)(3BGY=IE-N_-)=DQ%)*"F ME"=<7N%LZUL61NOM3'3()*I3.'_$=GL'WU7>MTOV>Z-JTKD$J)P$S%P>?YK: M,*Q*^Y-=ID:' L]GGWB9(?4/IT1(*!W%K7T&WN+2G\2=4/9*4W*[(H$(.I3@ M3/Q)C:&ZKHW:;&]W#]T-<_=GZ)NF= M0EAXC#ERLX^GC3;?<(J)S#B&5$ MK90RVX$G=6I&J![C[/7L]\/J6%H=Q2!P'*-5]B^X3_$I6':E 4!*8G&B+Q7BPLH M76).E1 GRG&B/E=CGJ_NZZ6R<2K:@QKC%="]G1X(V+45+9)ZCUU(]B^&]:DJ MT@'@3Y?.(R;[8550IS5-=,=93I6G2QZ@1F,HI<\\/+7GC@_EB'B?&]QQ[\KCX"] MG%P:NL1TAN,W/D6YF)T4.Z^^]&)"AT%=:"[:;(HMVL+<7I0$<^,8B[X=W*K9 MMW%M1J4ZI4A+(8_C$O\ PX\@;OR]XVV?EGE"[62+.=8E2;C+B-*B0K9&AK/= M^H[BP6@$^H)Z>NO![DVR[;MS.VVF;U +TI_N\IQ=';WN+3W;9C-77.=-Q+8) M4?SBO7R0^Y?FL;*KG:^%WK(QA5HG(M#.126U78Y->7%48@V)F(4NNI6?E4KJ M$J(KJT+-VMIOV]-;7/-BHTS(//E\(H_=GW"I9OW[';&%ODKEJ3]8GSX=2/*+ M+K=;L]YSN5GMENO;"W[?AS5OD(O$2,MJL:5)D%0:92Y4':4UZZK'=3UJI-=L MHVTET']8\.$7EV[;O5Q=:O=9K0P1/0?&+""[M25%/[O3]GN1JMW'-"@D8SB] MGE!I'4S$,;S5Y#\;\"8DO+>1+U'L<)Z4_!MK2OXLJYR6V7'6T1F$?/\ Q2C; M4BB217UUZ6R;'W=OJU;2M2KE5J!*0?3Q,A^>44[9? M]T[DO/[W<,;XAP&XVU;RK2W DMP',CN2&KDP'42):( 2VPE>ZH215(]=7C;N MU-EH*,5%V?0:CD<(Q/N;[F=Y7^H4WM6E?%(5%("^7N<.9/;O(2T0<<5;'2FRM,VN2TN9&J>U-=N"5" M-N6GJ6J;AJO-Q,;:I<:1(*Y\#P/A%^]M;OW1OC72N2W&-*?YQRB%WDAYY\^X MMS!R#AN$Y)CF-V#!)#=MGS+K!=DO2%N-..F3'2A25)#812G4G5F;)V#MN]6] M-54L2 $SJBH.XGW&;JV=?7;*E2WG$+TS3ER@KL_,OW1LAQ.#F^)8YB&28[.0 MQ)M4Q"WVKA>(3H2M$QJVK674MK0:UK0ZZE19NVU/6FWU"66UC,DRE^.$=%>_ M>Z%?0,W&EZQ0\C4 !\8,\*^YSRMA]XN-DYPP.%*FXP]]-E]LM;HMETL:DALE M\,S-ZIJ2E=:(TQ>^U%GJ6^OMUU/0*)Z@21.6 S.$>^19).[VUI+:O;B@_96Z^[)1 MK<$R">'#R\HQ7W9[\5-AO"Z&@9<>6%2FD_"$9XV?<6YBF 'PXQ3?>;O$[VUMC=32)D^ZDF7APBM=ORV\]>:+\[(XKQ:.+-;4]B[6^PM MH:_+K@^V%Q(:+I)2]"FDU!<4E- *C5T__GFR;.P$W&I83.?ZSB9><8^L_?GN MGW,N*V[$IUN1X#Y90IL7YH^YWBMV0SEF"/7EJ5-;8)IU=!]A1"21I.9EAE'KT;Q^X&RW%EEY-2]3J=2%'2< MB9&<7KX^]/>LMMD74H7/7#BN22A!0$ON1VUO)"2:C:ZH@:SR]H]RXAO_ %A1 MEY1ONTNNU-M8>?F*A322J>>HC&#GN#X'36M379:;?+YC:COM, ME("9=IO*;87% IW4CTHJO[-?0W:U*U2=MVG!+1T\_A'QV[FTJKUW3=:&)+@' MXPY/E5;;UXR>4MER?'G+LB(S^0<@V$J=[#$Q+Z&(T^;#4VVH+84IE2% TIMU MY:QBDW9MJJ;4!U6DJ!3G(@F.I46>M[>WRFNC$TAQ222.6$6 ?<$\QV;]XJ\6 MV?#KFI4[G"R1;Y.DQ9'=9;Q>WM!5XB2?X:5%J;(%"@T55L]-5QVZV&G]_J[C M4)E3TBRE,TX%6DQT(6Q8#;93%HG,(4[O,.X-+"D@#=U%0-6-M[,Q%85M52[BJZ<;8=*KHVH%>F85+"8.,I"6$ M7$8_?V/HK!8,GO=FC9E.B17'( FL,,W.XQ64JN#ME96M,AQDNI.ZB=5J^R$% M:TI_QS.7#S$:RV9?&$4*:.O4/>A$CXF4HYUON]Y'<;#Y06B)$3%7'R'AF/9Y M"92MC,8/9'/[:&7!4%UMP[Z'XZU+V#MC]70N*:G*4H^:7W9TU1_WE-4F?M]: M9>4A$))/E#R,_P $8YX^8FFY8UB-LD2GLLN]HCR5?G;>]M?T-YF,H4U!BS@D M@A:DDI&K"&V;'4[B>$N0X>)BN+?O#=3]H_:;<'!2I$IB<3R^V1; M_&SD+D>0K+K5%:SRS%AW!L0O#R7<2CLLH_O&Z69+Q+,ZY/30E=350/IJM>ZM MNO5EHRJWE0HR/44YCR\)9F+0[!V>T.[K34[H4E547!I2O*?,_D(Z4+>TEIV/ MM9 4H+;<=:"0.RV"6FG$I)#;((^2GKTUD1ZZ=2M]HX"',<_K'U$IV:5IEM-" M$^VTFM:]H+/1U#+:B!-1F9 M^S&CS,IS&?>G,@R!Y#3 MKR'8,]3$:(PEQ)##$5L4; _JZ\GWLJ'Z#<;MMIE*2T$I( GC,'$> B[OM1VL MW=K.U<:ML+45$X@&6/C%LOU+S;C$9"Y3\8]H%QO;W@XI5"AQK8$%M2?<'IK, MP>KEU10523/XQNRJJ6*-Y%O12I*")8 2'P@T1]/(*V6R4=QWHE!V;@CHIP&@ M)(52HUV0S4-K#[BRI(&1AYZTH9:):0$ C&0&9$<:_P!P:YNP/*'F*VR%O;9F M4QHC+<512AY0C/MK3(H0*A2NM=;H[34+5UV\ B0);'TCXS]_:INW=PZ@N %7 MN,?_ *BS#B/[L'CYQ]PU@V)LV7.[IE&'XY;L>7;U6YJ-:;C*MK"(\TP[@M\J M<0P^VI/]G[>^JPW+VKNE7N5Y760FF<7,'CD!B(UAMGN3046VJ!/0U.)IQY2D M/"*V.6\OY1\S.?[CFG&_&M[;NF0*8BVBUX_:7W$LP64MM!S(7U-LPY#@22I2 ME*)(&K4;IK?V\V0N@JWDKJB)@DB@;<>71*>OR:S'MJQ/;TWDV MXE.I@NZE<9I!GC\981JZY;UI.V>P3::I4JY36&,LQA%&'@O9;+R?Y-MYIGV3 M6FT6['S*Y$OCEUN<2&+O=)]R$-IAX2GD*4W];(2KJ* "OIK2?<.D?L5E334@ M47E)TI"?+/X9QB/:]2SN3=AK+O(LK=_FRS@/]QBWXA@'D?+RC!LC@OP,^C6W M*$*QV]0Y-NB7FW3/HG4-.0 ZRE05'[@ /[ZB==;MS9ZK<6SET]8EP/I24G6" M"<,#(XXB7G$+N/5V[9F[C64B$H0M0T2X1T-_;]\B3Y$>/N-7R45'(<73^D\D M#SB75RIEN;2E,Y?HH)<9*2"0*D'6-.X^UJC;6Y%@@A"EF/HYV0W]1;NVA2LA M8-0RV OGX0T7W"?#G,O(MW#.3>+)]L3R?Q[$ELVNQ9"H*QZ]VN0YW)R76_F_ MY\-@I8-*;B.HI77L>V&]+1M=3M+=43IWB)+&)!.$B.7CPCQ7W"]I;QW(MYJK M,5'H)(TCCA%+V%\N^8_A'>)T,8ODUGQ^=>Y4YVSY=8'I,!VI49C<*7&#Z2EQ MT$M*4H4;I35Y5U)V^WA2274-]4C#'$'PQC&G;:T;\[3W-QYVF>Z(5B98$"+# M^"_O'\?37X=BYAP:9B316$+N%NCN!847[JRX4N1FW''*'ITIJF-S=I M:I14_9W5N,IQPY#RX1K/:GW)6.JJDT%YIT)?)TXRG/A\9Q=UB>3VG++- OEB MGQ+I9;M#9N%LN$!YM^-+B2$)<:<;6V5 ?*H5!H0?;5,U%(:5PM*_V))!C4=F MK45M.E]'Z%@*'D85>H\=>$[DER_*\GDKSBL%JWJO$K,_(ASZ] M\.)&R+.RM+H :2HT"4G]NOH%6U;%!VN2AM2 0V< 1E+*/E52V]^X]W5+=;7T MR\!,@\XZ1_O6<)RXWCCCW-V'Q4KNW#TR W>XI2I"+QBXS=JFVNJ&BI)('C.2HV!W<[9L5NW::I91ZVDB>'&4<[7A M]=.2O+OR!XQ\>8$J[7>P"^INTF]/(#EMQ[C>"MN7>(EM:;4N&A3KCB6EJ![@ M33IUUH[==?2[7VN]6(4D*4W/ CCE&5]DV*JW-N]JT/)46&'M(PR(S!' >.7* M.C/[R]N;XT\$[9=,=LL9JR\57^T0WHJ%AD6JSIBJLS<47]L51=:/<:Z1EM7\V!F/GPB6%SY>MN6_<;Y.XS\W;G%PG X;+1F#F?$ MQ:NZF;I>MU.,7=M2:4!66.67PA0\V3+'X-W<<[^*'.'&;N#W2]QG.2?&9=]Q M^\3LVW**7%\;,)FK?CS4-.'8Q'26U5/O33^WJ-&ZG7;55M$*#2EI<& &GD
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img002_v1.jpg GRAPHIC begin 644 img002_v1.jpg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end GRAPHIC 7 img003_v1.jpg GRAPHIC begin 644 img003_v1.jpg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end GRAPHIC 8 img004_v1.jpg GRAPHIC begin 644 img004_v1.jpg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end