SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2001
Commission File No. 0-22307
SENESCO TECHNOLOGIES, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 84-1368850
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
303 George Street, Suite 420, New Brunswick, NJ 08901
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(Address of Principal Executive Offices) (Zip Code)
(732) 296-8400
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(Issuer's Telephone Number, Including Area Code)
Check whether the Issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes: X No:
----- -----
State the number of shares outstanding of each of the Issuer's classes of
common stock, as of January 31, 2002:
Class Number of Shares
----- ----------------
Common Stock, $0.01 par value 10,558,616
Transitional Small Business Disclosure Format (check one):
Yes: No: X
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SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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TABLE OF CONTENTS
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Page
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PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements......................................... 1
CONDENSED CONSOLIDATED BALANCE SHEET
as of December 31, 2001 (unaudited) and June 30, 2001............. 2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended December 31, 2001 and
December 31, 2000, For the Six Months Ended December 31,
2001 and December 31, 2000, and From Inception on
July 1, 1998 through December 31, 2001 (unaudited)................ 3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIENCY)
From Inception on July 1, 1998 through December 31, 2001
(unaudited)....................................................... 4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended December 31, 2001 and
December 31, 2000, and From Inception on July 1, 1998
through December 31, 2001 (unaudited)............................. 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)....................................................... 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Plan of Operation.............................. 12
Liquidity and Capital Resources................................... 20
Results of Operations............................................. 22
PART II. OTHER INFORMATION.
Item 2. Changes in Securities and Use of Proceeds.................... 25
Item 4. Stockholder Vote............................................. 29
Item 5. Other Information............................................ 30
Item 6. Exhibits and Reports on Form 8-K............................. 31
SIGNATURES.................................................................. 32
- i -
PART I. FINANCIAL INFORMATION.
------------------------------
ITEM 1. FINANCIAL STATEMENTS.
Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the following
consolidated financial statements pursuant to the rules and regulations of the
Securities and Exchange Commission. However, Senesco Technologies, Inc., a
Delaware corporation (the "Company"), and its wholly-owned subsidiary, Senesco,
Inc., a New Jersey corporation ("Senesco"), believe that the disclosures are
adequate to assure that the information presented is not misleading in any
material respect.
The results of operations for the interim periods presented herein are not
necessarily indicative of the results to be expected for the entire fiscal year.
-1-
SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
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CONDENSED CONSOLIDATED BALANCE SHEET
------------------------------------
December 31, June 30,
2001 2001
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(unaudited)
ASSETS
------
CURRENT ASSETS:
Cash............................................................... $ 2,816,428 $ 14,330
Prepaid expenses and other current assets.......................... 9,090 15,554
------------ -----------
Total Current Assets........................................... 2,825,518 29,884
Property and equipment, net........................................ 77,002 78,757
Intangible assets, net............................................. 230,235 157,920
Security deposit................................................... 7,187 7,187
------------ -----------
TOTAL ASSETS................................................... $ 3,139,942 $ 273,748
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------
CURRENT LIABILITIES:
Accounts payable................................................... $ 25,148 $ 168,922
Accrued expenses................................................... 413,606 265,732
------------ -----------
Total Current Liabilities................................... 438,754 434,654
Grant payable...................................................... 56,858 45,807
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TOTAL LIABILITIES.............................................. 495,612 480,461
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STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, authorized 5,000,000 shares, $0.01 par value,
no shares issued................................................. -- --
Common stock, authorized 20,000,000 shares, $0.01 par value,
9,987,187 shares issued and outstanding.......................... 99,872 78,726
Capital in excess of par........................................... 9,210,523 5,469,758
Deficit accumulated during the development stage................... (6,596,943) (5,490,902)
Deferred compensation related to issuance of options and warrants.. (69,122) (264,295)
------------ -----------
Total Stockholders' Equity (Deficiency).......................... 2,644,330 (206,713)
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)..................................................... $ 3,139,942 $ 273,748
============ ===========
See Notes to Condensed Consolidated Financial Statements.
-2-
SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(unaudited)
From Inception on
For the Three For the Three For the Six For the Six July 1, 1998
Months Ended Months Ended Months Ended Months Ended through
December 31, December 31, December 31, December 31, December 31,
2001 2000 2001 2000 2001
------------- ------------- ------------- ------------ -----------------
Revenue................................ $ 125,000 $ -- $ 125,000 $ -- $ 125,000
----------- ----------- ------------ ------------ ------------
Operating Expenses:
General and administrative........... 395,409 407,893 676,128 742,327 4,395,049
Research and development............. 93,821 130,714 156,976 247,832 1,286,361
Non-cash charges for options and
warrants issued in exchange for
services............................. 387,192 40,350 541,040 111,370 1,267,112
----------- ----------- ------------ ------------ ------------
Total Operating Expenses............... 876,422 578,957 1,374,144 1,101,529 6,948,522
----------- ----------- ------------ ------------ ------------
Loss From Operations................... (751,422) (578,957) (1,249,144) (1,101,529) (6,823,522)
Sale of state income tax loss.......... 150,551 60,331 150,551 60,331 210,882
Interest (expense) income, net......... (3,895) 11,238 (7,448) 27,520 15,697
----------- ----------- ------------ ------------ ------------
Net Loss............................... $ (604,766) $ (507,388) $ (1,106,041) $ (1,013,678) $ (6,596,943)
=========== =========== ============ ============ ============
Basic and Diluted Net Loss Per Common
Share.................................. $ (0.07) $ (0.06) $ (0.14) $ (0.13)
=========== =========== ============ ============
Basic and Diluted Weighted Average
Number of Common
Shares Outstanding..................... 8,403,231 7,873,292 8,138,262 7,873,292
=========== =========== ============ ============
See Notes to Condensed Consolidated Financial Statements.
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SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
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CONDENSED CONSOLIDATED STATEMENT OF
-----------------------------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
---------------------------------
FROM INCEPTION ON JULY 1, 1998 THROUGH DECEMBER 31, 2001
--------------------------------------------------------
(unaudited)
Deferred
Deficit Compensation
Accumulated Related to the
Capital in During the Issuance of
Excess of Development Options and
Common Stock Par Value Stage Warrants Total
---------------------- ------------ ----------- -------------- ----------
Shares Amount
------ ------
Common stock outstanding........... 2,000,462 $ 20,005 $ (20,005) -- -- --
Contribution of capital............ -- -- 85,179 -- -- $ 85,179
Issuance of common stock in
reverse merger on January 22,
1999 at $0.01 per share............ 3,400,000 34,000 (34,000) -- -- --
Issuance of common stock for
cash on May 21, 1999 at
$2.63437 per share................. 759,194 7,592 1,988,390 -- -- 1,995,982
Issuance of common stock for
placement fees on May 21, 1999
at $0.01 per share................. 53,144 531 (531) -- -- --
Fair market value of options
and warrants granted on
September 7, 1999.................. -- -- 252,578 -- $ (72,132) 180,446
Fair market value of warrants
granted on October 1, 1999......... -- -- 171,400 -- (108,600) 62,800
Fair market value of warrants
granted on December 15, 1999....... -- -- 331,106 -- -- 331,106
Issuance of common stock for
cash on January 26, 2000 at
$2.867647 per share................ 17,436 174 49,826 -- -- 50,000
Issuance of common stock for
cash on January 31, 2000 at
$2.87875 per share................. 34,737 347 99,653 -- -- 100,000
(continued)
See Notes to Condensed Consolidated Financial Statements.
-4-
SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
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CONDENSED CONSOLIDATED STATEMENT OF
-----------------------------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
---------------------------------
FROM INCEPTION ON JULY 1, 1998 THROUGH DECEMBER 31, 2001
--------------------------------------------------------
(unaudited)
Deferred
Deficit Compensation
Accumulated Related to the
Capital in During the Issuance of
Excess of Development Options and
Common Stock Par Value Stage Warrants Total
---------------------- ------------ ----------- -------------- ----------
Shares Amount
------ ------
Issuance of common stock for
cash on February 4, 2000 at
$2.934582 per share................ 85,191 852 249,148 -- -- 250,000
Issuance of common stock for
cash on March 15, 2000 at
$2.527875 per share................ 51,428 514 129,486 -- -- 130,000
Issuance of common stock for
cash on June 22, 2000 for
$1.50 per share.................... 1,471,700 14,718 2,192,833 -- -- 2,207,551
Commissions, legal and bank fees
associated with issuances for
the year ended June 30, 2000....... -- -- (260,595) -- -- (260,595)
Fair market value of warrants
granted on September 4, 2001....... -- -- 41,800 -- -- 41,800
Fair market value of warrants
granted on October 2, 2000......... -- -- 80,700 -- -- 80,700
Fair market value of warrants
granted on October 15, 2001........ -- -- 40,498 -- -- 40,498
Fair market value of options and
and warrants granted on
November 1, 2001................... -- -- 138,714 -- -- 138,714
Issuance of common stock and
warrants for cash on November
30, 2001 at $1.75 per unit......... 1,142,858 11,429 1,988,571 -- -- 2,000,000
Fair market value of options
and warrants granted on
December 1, 2001................... -- -- 131,300 -- -- 131,300
(continued)
See Notes to Condensed Consolidated Financial Statements.
-5-
SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
-----------------------------
CONDENSED CONSOLIDATED STATEMENT OF
-----------------------------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
---------------------------------
FROM INCEPTION ON JULY 1, 1998 THROUGH DECEMBER 31, 2001
--------------------------------------------------------
(unaudited)
Deferred
Deficit Compensation
Accumulated Related to the
Capital in During the Issuance of
Excess of Development Options and
Common Stock Par Value Stage Warrants Total
---------------------- ------------ ----------- -------------- ----------
Shares Amount
------ ------
Issuance of common stock and
warrants associated with
bridge loan conversion on
December 3, 2001................... 305,323 3,053 531,263 -- -- 534,316
Fair market value of options
granted in lieu of payment of
expenses on December 1, 2001....... -- -- 131,250 -- -- 131,250
Issuance of common stock and
warrants for cash on December
26, 2001 at $1.75 per unit......... 665,714 6,657 1,158,343 -- -- 1,165,000
Commissions, legal and bank
fees associated with issuances
during the six months ended
December 31, 2001.................. -- -- (414,522) -- -- (414,522)
Change in fair market value of
options and warrants granted....... -- -- 148,138 -- 111,610 259,748
Net loss........................... -- -- -- (6,596,943) -- (6,596,943)
--------- -------- ----------- ----------- --------- -----------
Balance at December 31, 2001 9,987,187 $ 99,872 $ 9,210,523 $(6,596,943) $ (69,122) $ 2,644,330
========= ======== =========== =========== ========= ===========
See Notes to Condensed Consolidated Financial Statements.
-6-
SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
(unaudited)
From Inception
For the Six For the Six on July 1, 1998
Months Ended Months Ended through
December 31, December 31, December 31,
2001 2000 2001
------------ ------------ ---------------
Cash flows used in operating activities:
Net loss............................................ $ (1,106,041) $ (1,013,678) $ (6,596,943)
Adjustments to reconcile net loss
to net cash used in operating activities:
Noncash capital contribution........................ -- -- 85,179
Issuance of common stock and warrants for interest.. 9,316 -- 9,316
Issuance of stock options and warrants for services. 541,040 111,370 1,267,112
Depreciation and amortization....................... 11,371 10,812 58,248
(Increase) decrease in operating assets:
Prepaid expense and other current assets............ 6,464 966 (9,090)
Security deposit.................................... -- -- (7,187)
Increase (decrease) in operating liabilities:
Accounts payable.................................... (143,774) 52,369 25,148
Accrued expenses.................................... 279,124 (47,882) 413,606
------------ ------------ ------------
Net cash used in operating activities............... (402,500) (886,043) (4,754,611)
------------ ------------ ------------
Cash flows from investing activities:
Patent costs........................................ (72,315) (47,421) (240,252)
Purchase of property and equipment.................. (9,616) (2,163) (125,233)
------------ ------------ ------------
Net cash used in investing activities............... (81,931) (49,584) (365,485)
------------ ------------ ------------
Cash flows provided from financing activities:
Proceeds from grant................................. 11,051 -- 56,858
Proceeds from issuance of bridge notes.............. 525,000 -- 525,000
Proceeds from issuance of common stock, net......... 2,750,478 -- 7,354,666
------------ ------------ ------------
Cash flows provided by financing activities......... 3,286,529 -- 7,936,524
------------ ------------ ------------
Net increase (decrease) in cash..................... 2,802,098 (935,627) 2,816,428
Cash at beginning of period......................... 14,330 1,555,749 --
------------ ------------ ------------
Cash at end of period............................... $ 2,816,428 $ 620,122 $ 2,816,428
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest............ $ -- $ -- $ 22,317
============ ============ ============
Non-cash conversion of bridge notes into
common stock........................................ $ 534,316 $ -- $ 534,316
============ ============ ============
See Notes to Condensed Consolidated Financial Statements.
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SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These unaudited condensed consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 2001.
In the opinion of the Company's management, the accompanying unaudited
condensed consolidated financial statements contain all adjustments, consisting
solely of those which are of a normal recurring nature, necessary to present
fairly its financial position as of December 31, 2001 and as of June 30, 2001,
the results of its operations for the three month periods ended December 31,
2001 and 2000, the results of its operations and cash flows for the six month
periods ended December 31, 2001 and 2000 and for the period from inception on
July 1, 1998 through December 31, 2001.
Interim results are not necessarily indicative of results for the full
fiscal year.
Senesco is a development stage functional genomics company whose mission
is to enhance the quality and productivity of fruits, flowers, vegetables and
agronomic crops through the control of senescence (aging) in plants. Results to
date include longer shelf life of perishable produce, increased seed and biomass
yield and greater tolerance to environmental stress.
NOTE 2 - LOSS PER SHARE:
Net loss per common share is computed by dividing the loss by the
weighted average number of common shares outstanding during the period. Since
September 7, 1999, the Company has had outstanding options and warrants to
purchase its common stock, $0.01 par value per share (the "Common Stock"),
however, shares to be issued upon the exercise of options and warrants are not
included in the computation of diluted loss per share as the effect is
anti-dilutive.
-8-
SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
-----------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
NOTE 3 - SIGNIFICANT EVENTS:
Employment Agreement
On October 4, 2001, the Company hired Bruce C. Galton as its new
President and Chief Executive Officer. In conjunction with Mr. Galton's
appointment, the Company entered into a three-year employment agreement with Mr.
Galton, effective October 4, 2001. The agreement shall automatically renew for
successive one-year terms thereafter, unless written notice of termination is
provided at least 120 days prior to the end of the applicable term. The
agreement provides Mr. Galton with an annual base salary of $200,000 plus
certain benefits, including potential bonuses, equity awards and other
perquisites as determined by the Board of Directors. The agreement also provides
that Mr. Galton is entitled to a lump sum payment of 1.5 times his base annual
salary if his employment with the Company is terminated without cause or with
good reason (as defined within the agreement). If Mr. Galton's employment with
the Company is terminated pursuant to a change in control (as defined within the
agreement), he is entitled to receive the difference between the monies actually
received upon termination and 1.5 times his annual base salary.
Stock Incentive Plan, Option Grants and Additional Warrant Grants
On October 4, 2001, the Board of Directors of the Company approved an
amendment to the Company's 1998 Stock Incentive Plan, as amended (the "Plan"),
to increase the maximum number of shares of Common Stock available for issuance
under the Plan from 1,000,000 shares to 2,000,000 shares. Stockholder approval
for the increase was obtained at the Company's Annual Meeting of Stockholders
held on November 29, 2001.
On October 4, 2001, the Board of Directors unanimously approved and the
Company subsequently issued: (i) options under the Plan to purchase an aggregate
of 1,116,000 shares of Common Stock with a weighted average exercise price of
$2.38 per share; and (ii) warrants to purchase an aggregate of an additional
180,000 shares of Common Stock with a weighted average exercise price of $1.59
per share. The effective dates of the above grants were from October 2, 2001
through December 1, 2001.
On December 1, 2001, the Company granted, pursuant to the Plan, to Ruedi
Stalder, the Company's former Chief Executive Officer, options to purchase
65,000 shares of Common Stock with an exercise price of $2.05 per share. Such
options were granted to Mr. Stalder in lieu of receiving cash compensation in
the amount of $131,250 for services provided as an officer of the Company during
the period from January 1, 2000 through September 30, 2001.
-9-
SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
-----------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
License Agreement
In November 2001, the Company entered into a worldwide exclusive license
with Harris Moran Seed Company (the "License") to commercialize the Company's
technology in lettuce and certain melons. In connection with the License, the
Company received an initial license fee of $125,000 in November 2001. Upon the
completion of certain marketing and development benchmarks set forth in the
License, the Company will receive a total of $4,000,000 in development payments
over a multi-year period along with royalties upon commercial introduction.
New Jersey Economic Development Authority
In November 2001, pursuant to the New Jersey Technology Tax Credit
Transfer Program (the "Program"), the Company received approval from the New
Jersey Economic Development Authority (the "EDA") to sell the Company's New
Jersey net operating loss tax benefit in the amount of $174,325 for the fiscal
year ended June 30, 2000. In December 2001, the Company sold its entire New
Jersey net operating loss tax benefit and received net proceeds of $150,551. The
Company may apply to participate in the Program to sell its New Jersey net
operating loss tax benefit in the amount of approximately $151,000 for the
fiscal year ended June 30, 2001. An application must be submitted to the EDA by
June 30, 2002. However, there can be no assurance that the Company will be
approved to participate in the Program for the year ended June 30, 2001 or if
approved, that the Company will be able to sell all or part of its New Jersey
net operating loss tax benefit.
Financings
On November 30, 2001, the Company consummated a private placement (the
"Stanford Private Placement") with Stanford Venture Capital Holdings, Inc.
("Stanford"), of 1,142,858 shares of Common Stock and warrants to purchase
1,000,000 shares of Common Stock for the aggregate cash consideration of
$2,000,000. Costs associated with the Stanford Private Placement totaled
$256,347. The Company did not engage a placement agent for the sale of such
securities. Fifty percent (50%) of the warrants were issued with an exercise
price equal to $2.00 per share and fifty percent (50%) of the warrants were
issued with an exercise price equal to $3.25 per share, with all such warrants
vesting on the date of grant. Pursuant to the Securities Purchase Agreement, the
purchase price of one unit, which consisted of one share of Common Stock and a
warrant to purchase 0.875 shares of Common Stock, was equal to $1.75 per unit.
In addition, the Company entered into a Registration Rights Agreement with
Stanford. The Registration Rights Agreement provides, among other things, that a
shelf registration statement be filed on or before June 30, 2002, as well as
piggy-back registration rights for a three-year period from the date of the
agreement.
-10-
SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY
-----------------------------------------
(A DEVELOPMENT STAGE COMPANY)
-----------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
During the period from July 10, 2001 through November 5, 2001, the
Company issued six unsecured bridge notes (the "Notes") payable to certain
directors of the Company in the aggregate principal amount of $525,000. The
Notes had an annual interest rate equal to the prime rate on the date that the
Notes were issued (5.50% to 6.75%) and such interest was payable upon maturity
of the Notes. The Notes and accrued interest were due on January 15, 2002. On
December 3, 2001, the directors converted the Notes and accrued interest in the
aggregate amount of $534,316 into 305,323 shares of Common Stock and warrants to
purchase 267,158 shares of Common Stock on the same terms and conditions as the
Stanford Private Placement.
Also, in November 2001, the Company initiated a private placement to
certain accredited investors (the "Accredited Investor Private Placement") for a
minimum aggregate investment of $1,000,000 and a maximum aggregate investment of
$3,000,000. The private placement offered units of one share of Common Stock and
a warrant to purchase 0.4375 shares of Common Stock at a price equal to $1.75
per unit. Fifty percent (50%) of the warrants were offered with an exercise
price equal to $2.00 per share and fifty percent (50%) of the warrants were
offered with an exercise price equal to $3.25 per share, with all such warrants
vesting on the date of grant. On December 26, 2001, the Company entered into
Securities Purchase Agreements for the aggregate amount of 665,714 shares of
Common Stock and warrants to purchase 291,250 shares of Common Stock for the
aggregate cash consideration of $1,165,000. Costs associated with these
transactions totaled $158,175. The Company did not engage a placement agent for
the sale of such securities. In addition, the Company entered into Registration
Rights Agreements with these purchasers. The Registration Rights Agreements
provide for, among other things, piggy-back registration rights for a three-year
period from the date of each agreement.
In connection with the above private placements, on December 26, 2001,
the Board of Directors unanimously approved the issuance of warrants to certain
entities to purchase an additional 500,000 shares of Common Stock on the same
terms and conditions as the warrants issued in the Accredited Investor Private
Placement.
NOTE 4 - SUBSEQUENT EVENT:
In January 2002, the Company consummated another private placement with
Stanford for 571,429 shares of Common Stock and warrants to purchase 500,000
shares of Common Stock for the aggregate cash consideration of $1,000,000, on
the same terms and conditions as the initial Stanford Private Placement. Costs
associated with this transaction approximated $140,000.
-11-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION.
OVERVIEW
Business of the Company
The primary business of Senesco Technologies, Inc., a Delaware
corporation (the "Company"), and its wholly-owned subsidiary, Senesco, Inc., a
New Jersey corporation ("Senesco"), is the research, development and commercial
exploitation of a potentially significant platform technology involving the
identification and characterization of genes that the Company believes control
the aging of plant cells (senescence) and may also control the programmed cell
death of mammalian cells (apoptosis). The Company's technology goals for plant
applications are to: (i) extend the shelf-life of perishable plant products;
(ii) produce larger and more leafy crops; (iii) increase crop production (yield)
in horticultural and agronomic crops; and (iv) reduce the harmful effects of
environmental stress.
Senescence in plant tissues is the natural aging of these tissues. Loss
of cellular membrane integrity is an early event during the senescence of all
plant tissues that prompts the deterioration of fresh flowers, fruits and
vegetables. This loss of integrity, which is attributable to the formation of
lipid metabolites in membrane bilayers that "phase-separate," causes the
membranes to become "leaky." A decline in cell function ensues, leading to
deterioration and eventual death (spoilage) of the tissue. A delay in senescence
increases shelf-life and extends the plant's growth timeframe, which allows the
plant to devote more time to the photosynthetic process. The Company has shown
that the additional energy gained in this period leads directly to increased
seed production, and therefore increases crop yield. Seed production is a vital
agricultural function. For example, oil-bearing crops store oil in their seeds.
The Company has also shown that delaying senescence allows the plant to allocate
more energy toward growth, leading to larger plants (increased biomass) and more
leafy crops. Most recently, the Company has demonstrated that delaying
senescence results in crops which exhibit increased resilience to water
deprivation. Drought resistant crops may ultimately be more cost effective due
to reduced loss in the field and less time spent on crop management.
The technology presently utilized by the industry for increasing the
shelf-life in certain flowers, fruits and vegetables relies on reducing ethylene
biosynthesis, and hence only has application to a limited number of plants that
are ethylene-sensitive.
The Company's technology is novel in that its research and development
focuses on the discovery and development of new gene technologies, which are
designed to confer positive traits on fruits, flowers, vegetables, forestry
species and agronomic crops. To date, the Company has isolated and characterized
the senescence-induced lipase gene, deoxyhypusine synthase ("DHS") gene and
Factor 5A gene in certain species of plants. The Company's goal is to inhibit
the expression of (or silence) these genes to delay senescence, which will in
turn extend shelf-life, increase biomass, increase yield and increase resistance
to environmental stress, thereby demonstrating "proof of concept" in each
category of crop. In addition to the Harris Moran License Agreement (as defined
below), the Company plans to license this technology to additional strategic
partners and/or enter into joint ventures.
-12-
The Company is currently working with lettuce, melon, tomato, canola,
Arabidopsis (a model plant which produces oil in a manner similar to canola) and
banana plants, and has obtained "proof of concept" for the lipase and DHS genes
in several of these plants. Near-term research and development initiatives
include: (i) silencing the Factor 5A gene in these six types of plants; and (ii)
further propagation of transformed plants with the Company's silenced genes.
Additionally, the Company has isolated the DHS and Factor 5A genes in mammalian
tissue. The Company has also completed its research and development initiative
in carnation flower, which yielded a one hundred percent (100%) increase in
shelf-life through the inhibition of the DHS reaction.
Subsequent initiatives include: (i) expanding the lipase, DHS and Factor
5A gene technology into a variety of other commercially viable agricultural
crops such as lettuce and melon; (ii) developing transformed plants that possess
new beneficial traits such as increased tolerance to disease and environmental
stress; and (iii) assessing the function of the DHS and Factor 5A genes in
mammalian tissue through the accumulation of additional experimental data. The
Company's strategy focuses on various plants to allow flexibility that will
accommodate different plant reproduction strategies among the various sectors of
the broad agricultural and horticultural markets. There can be no assurance,
however, that the Company's research and development efforts will be successful,
or if successful, that the Company will be able to commercially exploit its
technology.
The Company's research and development is performed by third party
researchers at the direction of the Company pursuant to various research and
license agreements. The primary research and development effort takes place at
the University of Waterloo in Ontario, Canada, where the technology was
developed. Additional research and development is performed in connection with
the Harris Moran License Agreement as well as through the Company's Joint
Venture (as defined below) with Rahan Meristem Ltd. in Israel.
Agricultural Target Markets
The Company's technology embraces crops that are reproduced both through
seeds and propagation, which are the only two means of commercial crop
reproduction. Propagation is a process whereby the plant does not produce
fertile seeds and must reproduce through cuttings from the parent plant which
are planted and become new plants. In order to address the complexities
associated with marketing and distribution in the worldwide produce market, the
Company has adopted a multi-faceted commercialization strategy, in which it
plans to enter into licensing agreements or other strategic relationships with a
variety of companies on a crop-by-crop basis.
In November 2001, the Company entered into a worldwide exclusive license
with Harris Moran Seed Company (the "Harris Moran License Agreement" or
"License") to commercialize the Company's technology in lettuce and certain
melons. In connection with the License, the Company received an initial license
fee of $125,000 in November 2001. Upon the completion of certain marketing and
development benchmarks set forth in the License, the Company will receive a
total of $4,000,000 in development payments over a multi-year period along with
royalties upon commercial introduction.
-13-
Agricultural Marketing
Based upon the Company's multi-faceted commercialization strategy, it
anticipates that there may be a significant period of time before plants
enhanced using its technology reach consumers. Thus, the Company has not begun
to actively market its technology directly to consumers, but rather, it has
sought to establish itself within the industry through its advertising program
in trade journals, newspapers, a national magazine, as well as through direct
communication with prospective licensees.
Joint Venture
On May 14, 1999, the Company entered into a joint venture agreement with
Rahan Meristem Ltd., an Israeli company ("Rahan"), engaged in the worldwide
export marketing of banana germ-plasma (the "Joint Venture"). Rahan accounts for
approximately ten percent (10%) of the worldwide export of banana seedlings. The
Company has contributed, by way of a limited, exclusive, world-wide license to
the Joint Venture, access to its technology, discoveries, inventions and
know-how (patentable or otherwise), pertaining to plant genes and their cognate
expressed proteins that are induced during senescence (plant aging) for the
purpose of developing, on a joint basis, genetically enhanced banana plants
which will result in a "longer shelf-life" banana. Rahan has contributed its
technology, inventions and know-how with respect to banana plants. The Joint
Venture is equally owned by each of the parties. There can be no assurance,
however, that the Joint Venture will be successful, or if successful, that the
Company will be able to commercially exploit its technology.
The Joint Venture applied for and received a conditional grant that
totals approximately $340,000, which constitutes fifty percent (50%) of the
Joint Venture's research and development budget over a four year period, from
the Israel - U.S. Binational Research and Development (the "BIRD") Foundation
(the "BIRD Grant"). Such grant, along with certain royalty payments, shall only
be repaid to the BIRD Foundation upon the commercial success of the Joint
Venture's technology. The commercial success is measured based upon certain
benchmarks and/or milestones achieved by the Joint Venture. These benchmarks are
reported periodically to the BIRD Foundation by the Joint Venture. As of
December 31, 2001, Senesco has directly received a total of $56,858, $11,051 of
which was received during the current quarter, from the BIRD Foundation for
research and development expenses the Company has incurred which are associated
with the research and development efforts of the Joint Venture. The Company
expects to receive additional installments of the BIRD Grant as its expenditures
associated with the Joint Venture increase above certain levels. As of December
31, 2001, the Company's portion of the Joint Venture's aggregate expenses
totaled approximately $182,000, $11,500 of which was incurred during the current
quarter.
All aspects of the Joint Venture's research and development initiative
are proceeding on time, or are ahead of the original schedule laid out at the
inception of the Joint Venture. Both the DHS and lipase genes have been
identified and isolated in banana, and the Joint Venture is currently in the
process of silencing these genes. Once silenced, the goal is to transform banana
plants, thereby yielding fruit with extended shelf-life and plants which are
more tolerant to disease and environmental stress.
-14-
Consistent with the Company's commercialization strategy, it intends to
attract other companies interested in strategic partnerships or licensing its
technology. The Harris Moran License Agreement and the Joint Venture with Rahan
are steps toward the execution of its strategy. The Company also plans to enter
into joint ventures with companies having well-established channels of
distribution and, in such cases, the Company will have more direct control over
commercialization activities. However, there can be no assurance that the
Company will be able to successfully implement its commercialization strategy.
INTELLECTUAL PROPERTY
Research and Development
The inventor of the Company's technology, John E. Thompson, Ph.D., is
the Associate Vice President, Research and former Dean of Science at the
University of Waterloo in Ontario, Canada, and is the Executive Vice President
of Research and Development of the Company. Dr. Thompson is also a director and
stockholder of the Company and owns 5.7% of the outstanding shares of the
Company's common stock, $0.01 par value (the "Common Stock") as of December 31,
2001. Senesco entered into a three-year research and development agreement,
dated as of September 1, 1998 (the "Research and Development Agreement"), with
the University of Waterloo and Dr. Thompson as the principal inventor. The
Research and Development Agreement provides that the University of Waterloo will
perform research and development under the direction of Senesco, and Senesco
will pay for the cost of this work and make certain payments totaling
approximately CDN $1,250,000 (as specified therein), which represented
approximately US $835,000 on December 31, 2001. In return for these payments,
the Company has all rights to the intellectual property derived from the
research. Effective September 1, 2001, the Company extended the Research and
Development Agreement for an additional one-year period in the amount of CDN
$433,700. As of December 31, 2001, such amount represented approximately US
$272,000. During the three month periods ended December 31, 2001 and December
31, 2000, the Company has spent approximately $67,022 and $89,948, respectively,
in connection with the Research and Development Agreement. During the six month
periods ended December 31, 2001 and December 31, 2000, the Company has spent
approximately $114,160 and $167,743, respectively, in connection with the
Research and Development Agreement.
Effective May 1, 1999, the Company entered into a consulting agreement
for research and development with Dr. Thompson. On July 1, 2001, the Company and
Dr. Thompson renewed the consulting agreement for an additional three-year term
as provided for under the terms and conditions of the agreement. This agreement
provides for monthly payments of $3,000 to Dr. Thompson through June 2004. The
agreement shall automatically renew for an additional three-year term, unless
either of the parties provides the other with written notice within six months
of the end of the term.
The Company's future research and development program focuses on the
discovery and development of new gene technologies which aim to extend
shelf-life and to confer other positive traits on fruits, flowers, vegetables
and agronomic row crops and on the commencement of additional mammalian cell
research. Over the next twelve months, the Company plans the following research
and development initiatives: (i) the development of transformed plants that
possess new beneficial traits, such as protection against drought and disease,
with emphasis on
-15-
lettuce, melon, corn, forestry products and the other species noted in (ii)
through (v); (ii) the development of enhanced banana plants through the Joint
Venture with Rahan; (iii) the development of enhanced lettuce and melon plants
through the Harris Moran License Agreement; (iv) the isolation of new genes in
the Arabidopsis, tomato, lettuce, soybean, rape seed (canola) and melon plants,
among others, at the University of Waterloo; and (v) assessing the function of
the DHS and Factor 5A genes in mammalian tissue. The Company may further expand
its research and development initiative beyond the initiatives listed above.
Patent Applications
Dr. Thompson and his colleagues, Dr. Yuwen Hong and Dr. Katalin Hudak,
filed a patent application on June 26, 1998 (the "Original Patent Application")
to protect their invention, which is directed to methods for controlling
senescence in plants. By assignment dated June 25, 1998 and recorded with the
United States Patent and Trademark Office (the "PTO"), on June 26, 1998, Drs.
Thompson, Hong and Hudak assigned all of their rights in and to the Original
Patent Application and any other applications filed in the United States or
elsewhere with respect to the invention and/or improvements thereto to Senesco,
L.L.C. Senesco succeeded to the assignment and ownership of the Original Patent
Application. Drs. Thompson, Hong and Hudak filed an amendment to the Original
Patent Application on February 16, 1999 (the "Amended Patent Application" and
together with the Original Patent Application, the "First Patent Application")
titled "DNA Encoding A Plant Lipase, Transgenic Plants and a Method for
Controlling Senescence in Plants." The Amended Patent Application serves as a
continuation of the Original Patent Application. Concurrent with the filing of
the Amended Patent Application with the PTO and as in the case of the Original
Patent Application, Drs. Thompson, Hong and Hudak assigned all of their rights
in and to the Amended Patent Application and any other applications filed in the
United States or elsewhere with respect to such invention and/or improvements
thereto to Senesco. Drs. Thompson, Hong and Hudak have received shares of
restricted Common Stock of the Company in consideration for the assignment of
the First Patent Application. The inventions, which were the subject of the
First Patent Application, include a method for controlling senescence of plants,
a vector containing a cDNA whose expression regulates senescence, and a
transformed microorganism expressing the lipase of the cDNA. Management believes
that the inventions provide a means for delaying deterioration and spoilage,
which could greatly increase the shelf-life of fruits, vegetables, and flowers
by silencing or substantially repressing the expression of the lipase gene
induced coincident with the onset of senescence.
The Company filed a second patent application (the "Second Patent
Application," and together with the First Patent Application, collectively, the
"Patent Applications") on July 6, 1999, titled "DNA Encoding A Plant
Deoxyhypusine Synthase, Transgenic Plants and a Method for Controlling
Programmed Cell Death in Plants." The inventors named on the patent are Drs.
John E. Thompson, Tzann-Wei Wang and Dongen Lily Lu. Concurrent with the filing
of the Second Patent Application with the PTO and as in the case of the First
Patent Application, Drs. Thompson, Wang and Lu assigned all of their rights in
and to the Second Patent Application and any other applications filed in the
United States or elsewhere with respect to such invention and/or improvements
thereto to Senesco. Drs. Thompson, Wang and Lu have received options to purchase
Common Stock of the Company in consideration for the assignments of the Second
Patent Application. The inventions include a method for the genetic modification
of plants to
-16-
control the onset of either age-related or stress-induced senescence, an
isolated DNA molecule encoding a senescence induced gene, and an isolated
protein encoded by the DNA molecule.
The Company has broadened the scope of its intellectual property
protection by utilizing the Patent Cooperation Treaty ("PCT") to facilitate
international filing and prosecution of the Patent Applications. The First
Patent Application was published through the PCT in August 2000, and then
between August 2001 and October 2001 was filed in Australia, Canada, China,
Japan, Korea, New Zealand and Europe through the European Patent Office, which
has twenty member states. Israel is the last remaining country in which the
Company opted to file that has yet to issue a filing date. The Second Patent
Application was published by the PCT in January 2001.
The Company is in the process of drafting various patent applications
for new aspects of the Company's senescence technology. The Company has filed
several new Continuations in Part ("CIPs") on both the First Patent Application
and the Second Patent Application to ensure, on an ongoing basis, that its
intellectual property pertaining to new technological developments is
appropriately protected.
There can be no assurance that patent protection will be granted with
respect to all the foregoing Patent Applications, or any other applications, or
that, if granted, the validity of such patents will not be challenged.
Furthermore, there can be no assurance that claims of infringement upon the
proprietary rights of others will not be made, or if made, could be successfully
defended against.
Agricultural Market Competition and Industry Trends
The Company's competitors in the agricultural industry are primarily
focused on research and development rather than commercialization. Those
competitors which are presently attempting to distribute their technology have
generally utilized one of the following commercialization distribution channels:
(i) licensing technology to major marketing and distribution partners; (ii)
distributing seedlings directly to growers; or (iii) entering into strategic
alliances. In addition, some competitors are owned by established produce
distribution companies, which alleviates the need for strategic alliances, while
others are attempting to create their own distribution and marketing channels.
The Company's competitors in the field of delaying plant senescence are
companies that develop and produce transformed plants in which ethylene
biosynthesis has been silenced. Such companies include, among others: Paradigm
Genetics; Aventis Crop Science; Mendel Biotechnology; Bionova Holding
Corporation; Renessen LLC; Exelixis Plant Sciences, Inc.; and Eden Bioscience.
The Company believes that its proprietary technology is unique and,
therefore, places it at a competitive advantage in the industry. However, there
can be no assurance that the Company's competitors will not develop a similar
product with properties superior to its own or at greater cost-effectiveness.
-17-
Government Regulation
At present, the U.S. federal government regulation of biotechnology is
divided among three agencies: (i) the U.S. Department of Agriculture regulates
the import, field-testing and interstate movement of specific types of genetic
engineering that may be used in the creation of transformed plants; (ii) the
Environmental Protection Agency regulates activity related to the invention of
plant pesticides and herbicides, which may include certain kinds of transformed
plants; and (iii) the Food and Drug Administration (the "FDA") regulates foods
derived from new plant varieties. The FDA requires that transformed plants meet
the same standards for safety that are required for all other plants and foods
in general. Except in the case of additives that significantly alter a food's
structure, the FDA does not require any additional standards or specific
approval for genetically engineered foods but expects transformed plant
developers to consult the FDA before introducing a new food into the market
place.
The Company believes that its current activities, which to date have
been confined to research and development efforts, do not require licensing or
approval by any governmental regulatory agency. The Company may be required,
however, to obtain such licensing or approval from governmental regulatory
agencies prior to the commercialization of its transformed plants. There can be
no assurance that such licensing or approval by any governmental regulatory
agency will be obtained in a timely manner, if at all. In addition, government
regulations are subject to change and, in such event, the Company may be subject
to additional regulations or require such licensing or approval in the future.
Employees
In addition to the scientists performing funded research for the Company
at the University of Waterloo, as of December 31, 2001, the Company had five
employees and one consultant, four of whom were executive officers and were
involved in the management of the Company.
The officers are assisted by a Scientific Advisory Board that consisted
consisted of three prominent experts in the field of transformed plants. Alan
Bennett, Ph.D., is the Executive Director of the Office of Technology Transfer
at the University of California. His research interests include: the molecular
biology of tomato fruit development and ripening; the molecular basis of
membrane transport; and cell wall disassembly. A. Carl Leopold, Ph.D., and
William R. Woodson, Ph.D. were the other members of the Scientific Advisory
Board. The Company is recruiting scientists with a broader field of expertise
than had previously existed on the Scientific Advisory Board. In connection with
this recruitment effort, Drs. Leopold and Woodson stepped down from the
Scientific Advisory Board on October 31, 2001. Dr. Bennett continues to serve as
Chairman of the Scientific Advisory Board.
In connection with the expanding scope of the Company's research and
development program, Charles A. Dinarello, M.D. joined the Scientific Advisory
Board in February 2002. Dr. Dinarello is a Professor of Medicine at the
University of Colorado School of Medicine, a member of the U.S. National Academy
of Sciences and the author of over 500 published research articles. In addition
to his active academic research career, Dr. Dinarello has held advisory
positions with two branches of the National Institutes of Health and positions
on the Board of Governors of both the Weizmann Institute and Ben Gurion
University.
-18-
In addition to his service on the Scientific Advisory Board, the Company
utilizes Dr. Bennett as a consultant experienced in plant transformation.
Effective November 1, 2001, the Company entered into a one-year consulting
agreement with Dr. Bennett, which provides for monthly payments of $2,400 to Dr.
Bennett through October 31, 2002.
Furthermore, pursuant to the Research and Development Agreement, the
majority of the Company's research and development activities are conducted at
the University of Waterloo under the supervision of Dr. Thompson. The Company
utilizes the University's substantial research staff including graduate and
post-graduate researchers.
The Company may hire additional employees over the next twelve months to
meet needs created by possible expansion of its marketing activities and product
development.
Safe Harbor Statement
Certain statements included in this Form 10-QSB, including, without
limitation, statements regarding the anticipated growth in the markets for the
Company's services, the continued development of the Company's genetic
technology, the approval of the Company's Patent Applications, the possibility
of governmental approval in order to sell or offer for sale to the general
public a genetically engineered plant or plant product, the successful
implementation of the Joint Venture with Rahan, the success of the Research and
Development Agreement, statements relating to the Company's Patent Applications,
the anticipated longer term growth of the Company's business, and the timing of
the projects and trends in future operating performance, are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. The factors discussed herein and others expressed from time to
time in the Company's filings with the Securities and Exchange Commission could
cause actual results and developments to be materially different from those
expressed in or implied by such statements. The Company does not undertake to
update any forward-looking statements.
-19-
LIQUIDITY AND CAPITAL RESOURCES
Overview
As of December 31, 2001, the Company's cash balance was $2,816,428, and
the Company had working capital of $2,386,764. As of December 31, 2001, the
Company had a federal tax loss carry-forward of approximately $4,965,000 and a
state tax loss carry-forward of approximately $2,525,000 to offset future
taxable income. There can be no assurance, however, that the Company will be
able to take advantage of any or all of such tax loss carry-forwards, if at all,
in future fiscal years.
Financing Needs
To date, the Company has not generated any significant revenues. The
Company has not been profitable since inception, will incur additional operating
losses in the future, and may require additional financing to continue the
development and subsequent commercialization of its technology. While the
Company does not expect to generate significant revenues in the near future, the
Company may enter into additional licensing or other agreements with marketing
and distribution partners that may result in license fees, revenues from
contract research, or other related revenue.
The Company expects its capital requirements to increase significantly
over the next several years as it commences new research and development
efforts, undertakes new product developments, increases marketing and
administration infrastructure and embarks on developing in-house business
capabilities and facilities. The Company's future liquidity and capital funding
requirements will depend on numerous factors, including, but not limited to, the
levels and costs of the Company's research and development initiatives and the
cost and timing of the expansion of the Company's marketing efforts.
BIRD Grant
In October 2001, the Company received $11,051 from the BIRD Foundation
for research and development expenses that the Company has incurred in
connection with the Joint Venture. The Company anticipates receiving additional
funds from the BIRD Grant in the future to assist in funding its Joint Venture.
License Agreement
In November 2001, the Company entered into a worldwide exclusive
licensing agreement with Harris Moran Seed Company to commercialize the
Company's technology in lettuce and certain melons. In connection with the
License, the Company received an initial license fee of $125,000 in November
2001. Upon the completion of certain marketing and development benchmarks as set
forth in the License, the Company will receive a total of $4,000,000 in
development payments over a multi-year period along with royalties upon
commercial introduction.
-20-
New Jersey Economic Development Authority
In November 2001, pursuant to the New Jersey Technology Tax Credit
Transfer Program (the "Program"), the Company received approval from the New
Jersey Economic Development Authority (the "EDA") to sell the Company's New
Jersey net operating loss tax benefit in the amount of $174,325 for the fiscal
year ended June 30, 2000. In December 2001, the Company sold its entire New
Jersey net operating loss tax benefit and received net proceeds of $150,551. The
Company may apply to participate in the Program to sell its New Jersey net
operating loss tax benefit in the amount of approximately $151,000 for the
fiscal year ended June 30, 2001. An application must be submitted to the EDA by
June 30, 2002. However, there can be no assurance that the Company will be
approved to participate in the Program for the year ended June 30, 2001 or if
approved, that the Company will be able to sell all or part of its New Jersey
net operating loss tax benefit.
Financings
On November 30, 2001, the Company consummated a private placement (the
"Stanford Private Placement") with Stanford Venture Capital Holdings, Inc.
("Stanford"), of 1,142,858 shares of Common Stock and warrants to purchase
1,000,000 shares of Common Stock for the aggregate cash consideration of
$2,000,000. Costs associated with the Stanford Private Placement totaled
$256,347. Pursuant to the Securities Purchase Agreement, the purchase price of
one unit, which consisted of one share of Common Stock and a warrant to purchase
0.875 shares of Common Stock, was equal to $1.75 per unit.
On December 1, 2001, the Company granted, pursuant to the Plan, to Ruedi
Stalder, the Company's former Chief Executive Officer, options to purchase
65,000 shares of Common Stock with an exercise price of $2.05 per share. Such
options were granted to Mr. Stalder in lieu of receiving cash compensation in
the amount of $131,250 for services provided as an officer of the Company during
the period from January 1, 2000 through September 30, 2001.
During the period from July 10, 2001 through November 5, 2001, the
Company issued six unsecured bridge notes (the "Notes") payable to certain
directors of the Company in the aggregate principal amount of $525,000. The
Notes had an annual interest rate equal to the prime rate on the date that the
Notes were issued (5.50% to 6.75%) and such interest was payable upon maturity
of the Notes. The Notes and accrued interest were due on January 15, 2002. On
December 3, 2001, the directors converted the Notes and accrued interest in the
aggregate amount of $534,316 into 305,323 shares of Common Stock and warrants to
purchase 267,158 shares of Common Stock on the same terms and conditions as the
Stanford Private Placement.
Also, in November 2001, the Company initiated a private placement (the
"Accredited Investor Private Placement") to certain accredited investors for a
minimum aggregate investment of $1,000,000 and a maximum aggregate investment of
$3,000,000. The private placement offered units of one share of Common Stock and
a warrant to purchase 0.4375 shares of Common Stock at a price equal to $1.75
per unit. On December 26, 2001, the Company entered into Securities Purchase
Agreements for the aggregate amount of 665,714 shares of Common Stock and
warrants to purchase 291,250 shares of Common Stock for the aggregate cash
consideration of $1,165,000. Costs associated with these transactions totaled
$158,175.
-21-
In January 2002, the Company consummated another private placement with
Stanford for 571,429 shares of Common Stock and warrants to purchase 500,000
shares of Common Stock for the aggregate cash consideration of $1,000,000, on
the same terms and conditions as the initial Stanford Private Placement. Costs
associated with this transaction approximated $140,000. Pursuant to the
Securities Purchase Agreement, the purchase price of one unit, which consisted
of one share of Common Stock and a warrant to purchase 0.875 shares of Common
Stock, was equal to $1.75 per unit.
The Company believes it has sufficient cash on hand to support its
operating plan for at least the next twelve months. To enable the Company to
fund its research and development and commercialization efforts, during November
2001 through January 2002, the Company issued an aggregate of 2,380,000 shares
of Common Stock and warrants to purchase 1,791,250 of Common Stock for aggregate
gross proceeds in the amount of $4,165,000, through several private placements.
Additionally, Notes in the aggregate amount of $534,316, payable to certain
directors of the Company, were converted into 305,323 shares of Common Stock and
warrants to purchase 267,158 shares of Common Stock.
RESULTS OF OPERATIONS
Three Months Ended December 31, 2001 and Three Months Ended December 31, 2000
-----------------------------------------------------------------------------
The Company is a development stage company. From its inception of
operations on July 1, 1998 through September 30, 2001, the Company had no
revenues. For the three months ended December 31, 2001, the Company had total
revenue of $125,000. Revenue for the three month period ended December 31, 2001
consisted of the initial license fee in connection with the Harris Moran License
Agreement.
Operating expenses in each of the three month periods ended December 31,
2001 and December 31, 2000 were comprised of general and administrative
expenses, research and development expenses and non-cash advertising, consulting
and professional costs. Operating expenses for the three month periods ended
December 31, 2001 and December 31, 2000 were $876,422 and $578,957,
respectively, an increase of $297,465, or 51.4%.
General and administrative expenses in each of the three month periods
ended December 31, 2001 and December 31, 2000 consisted primarily of
professional salaries and benefits, professional and consulting services,
recruiting fees, office rent and investor relations expenses. General and
administrative expenses for the three month periods ended December 31, 2001 and
December 31, 2000 were $395,409 and $407,893, respectively. The decrease during
the three month period ended December 31, 2001 of $12,484, or 3.1%, from the
corresponding three month period ended December 31, 2000, resulted primarily
from decreases in consulting fees, payroll, accounting fees and office rent,
which were partially offset by increases in legal fees, recruiting fees and
investor relations expenses.
Research and development expenses in each of the three month periods
ended December 31, 2001 and December 31, 2000 consisted primarily of
professional salaries and benefits, fees associated with the Research and
Development Agreement, direct expenses charged to research and development
projects and allocated overhead charged to research and development projects.
-22-
Research and development expenses for the three month periods ended December 31,
2001 and December 31, 2000 were $93,821 and $130,714, respectively. The decrease
during the three month period ended December 31, 2001 of $36,893, or 28.2%, from
the corresponding three month period ended December 31, 2000, resulted primarily
from a reconciling adjustment for the period from June 1, 2000 through August
31, 2001 in connection with the Research and Development Agreement with the
University of Waterloo, a reduction in the amount of research fees paid in
connection with the carnation project, which was completed during the year ended
June 30, 2001, and a reduction in the amount of fees incurred for the Scientific
Advisory Board.
Non-cash charges for options and warrants issued in exchange for
services for the three month periods ended December 31, 2001 and December 31,
2000 were $387,192 and $40,350, respectively. Such costs consisted primarily of
non-employee stock options and warrants granted as consideration for certain
advertising, consulting and professional services. The increase during the three
month period ended December 31, 2001 of $346,842, or 859.6%, from the
corresponding three month period ended December 31, 2000, resulted primarily
from the issuance of options and warrants and the vesting of previously issued
options and warrants for advertising, consulting and professional services from
October 1, 2001 through December 31, 2001.
Six Months Ended December 31, 2001 and Six Months Ended December 31, 2000
-------------------------------------------------------------------------
The Company is a development stage company. From its inception of
operations on July 1, 1998 through September 30, 2001, the Company had no
revenues. For the six months ended December 31, 2001, the Company had total
revenue of $125,000. Revenue for the six month period ended December 31, 2001
consisted of the initial license fee in connection with the Harris Moran License
Agreement.
Operating expenses in each of the six month periods ended December 31,
2001 and December 31, 2000 were comprised of general and administrative
expenses, research and development expenses and non-cash advertising, consulting
and professional costs. Operating expenses for the six month periods ended
December 31, 2001 and December 31, 2000 were $1,374,144 and $1,101,529,
respectively, an increase of $272,615, or 24.7%.
General and administrative expenses in each of the six month periods
ended December 31, 2001 and December 31, 2000 consisted primarily of
professional salaries and benefits, professional and consulting services,
recruiting fees, office rent and investor relations expenses. General and
administrative expenses for the six month periods ended December 31, 2001 and
December 31, 2000 were $676,128 and $742,327, respectively. The decrease during
the six month period ended December 31, 2001 of $66,199, or 8.9%, from the
corresponding six month period ended December 31, 2000, resulted primarily from
decreases in consulting fees, accounting fees and office rent, which were
partially offset by an increase in legal and recruiting fees.
Research and development expenses in each of the six month periods ended
December 31, 2001 and December 31, 2000 consisted primarily of professional
salaries and benefits, fees associated with the Research and Development
Agreement, direct expenses charged to research and development projects and
allocated overhead charged to research and development projects. Research and
development expenses for the six month periods ended December 31, 2001 and
-23-
December 31, 2000 were $156,976 and $247,832, respectively. The decrease during
the six month period ended December 31, 2001 of $90,856, or 36.7%, from the
corresponding six month period ended December 31, 2000, resulted primarily from
a reconciling adjustment for the period from June 1, 2000 through August 31,
2001 in connection with the Research and Development Agreement with the
University of Waterloo, a reduction in the amount of research fees paid in
connection with the carnation project, which was completed during the year ended
June 30, 2001, and a reduction in the amount of fees incurred for the Scientific
Advisory Board.
Non-cash charges for options and warrants issued in exchange for
services for the six month periods ended December 31, 2001 and December 31, 2000
were $541,040 and $111,370, respectively. Such costs consisted primarily of
non-employee stock options and warrants granted as consideration for certain
advertising, consulting and professional services. The increase during the six
month period ended December 31, 2001 of $429,670, or 385.8%, from the
corresponding six month period ended December 31, 2000, resulted primarily from
the issuance of options and warrants and the vesting of previously issued
options and warrants for advertising, consulting and professional services from
July 1, 2001 through December 31, 2001.
Period From Inception on July 1, 1998 through December 31, 2001
---------------------------------------------------------------
The Company is a development stage company. From its inception of
operations on July 1, 1998 through September 30, 2001, the Company had no
revenues. For the quarter ended December 31, 2001, the Company had revenue of
$125,000, which consisted of the initial license fee in connection with the
Harris Moran License Agreement.
The Company has incurred losses each year since inception and has an
accumulated deficit of $6,596,943 at December 31, 2001. The Company expects to
continue to incur losses over, approximately, the next two to three years from
expenditures on research, product development, marketing and administrative
activities.
The Company does not expect to generate significant revenues in the near
future, during which time the Company will engage in significant research and
development efforts. In November 2001, the Company entered into the Harris Moran
License Agreement to commercialize the Company's technology in lettuce and
various melons. The License provides that, upon completion of certain marketing
and development benchmarks, the Company will receive a total of $4,000,000 in
development payments over a multi-year period along with royalty payments to the
Company upon commercial introduction. Consistent with the Company's
commercialization strategy, the Company intends to attract other companies
interested in strategic partnerships or licensing the Company's technology that
may result in license fees, revenues from contract research and other related
revenues. There can be no assurance, however, that the Company will be
successful in attracting other companies willing to form strategic partnerships
or license its technology. Furthermore, no assurance can be given that the
Company's research and development efforts will result in any commercially
viable products, or that any licensing or other agreements with marketing and
distribution partners will result in revenues sufficient to support the
business. Successful future operations will depend on the Company's ability to
transform its research and development activities into commercializable
technology.
-24-
PART II. OTHER INFORMATION.
---------------------------
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Option Grants to Affiliates
On October 4, 2001, the Board of Directors unanimously approved and
subsequently issued options and warrants as described below:
The Company granted, pursuant to the Company's 1998 Stock Incentive
Plan, as amended (the "Plan"), the following to Ruedi Stalder, a current
director and former executive officer of the Company: (i) effective October 2,
2001, options to purchase 75,000 shares of Common Stock with an exercise price
equal to $1.50 per share, with all such options vesting on the date of grant;
(ii) effective November 1, 2001, options to purchase 150,000 shares of Common
Stock with an exercise price equal to $4.00 per share, with one-third of such
options vesting on the date of grant, one-third of such options vesting on
January 15, 2002 and one-third of such options vesting on January 15, 2003;
(iii) effective December 1, 2001, options to purchase 65,000 shares of Common
Stock with an exercise price equal to $2.05 per share, with all such options
vesting on the date of grant (options granted in lieu of receiving cash
compensation for services provided as an officer of the Company during the
period from January 1, 2000 through September 30, 2001); and (iv) effective
December 1, 2001, options to purchase 40,000 shares of Common Stock with an
exercise price equal to $2.05 per share, with one-half of such options vesting
on the date of grant and one-half of such options vesting on December 1, 2002.
The Company granted, pursuant to the Plan, the following to Bruce C.
Galton, the President and Chief Executive Officer and a director of the Company:
(i) effective October 5, 2001, options to purchase an aggregate of 130,000
shares of Common Stock with an exercise price equal to $2.10 per share, with
100,000 of such options vesting on the date of grant and 10,000 of such options
vesting on each of October 31, 2001, November 30, 2001, and December 31, 2001
(30,000 of such options were granted in lieu of receiving cash compensation for
services provided as an officer of the Company during the period from October 4,
2001 through December 31, 2001); and (ii) effective December 1, 2001, options to
purchase 300,000 shares of Common Stock, with an exercise price equal to $2.05
per share, with one-third of such options vesting on each of the first, second
and third anniversaries of the date of grant.
The Company granted, pursuant to the Plan, to John E. Thompson, Ph.D.,
the Executive Vice President of Research and Development and a director of the
Company, effective December 1, 2001, options to purchase 80,000 shares of Common
Stock with an exercise price equal to $2.05 per share, with one-third of such
options vesting on the date of grant and one-third of such options vesting on
each of the first and second anniversaries of the date of grant.
The Company granted, pursuant to the Plan, to Christopher Forbes, a
director of the Company, effective December 1, 2001, options to purchase 40,000
shares of Common Stock with an exercise price equal to $2.05 per share, with
one-half of such options vesting on the date of grant and one-half of such
options vesting on December 1, 2002.
-25-
The Company granted, pursuant to the Plan, to Thomas C. Quick, a
director of the Company, effective December 1, 2001, options to purchase 40,000
shares of Common Stock with an exercise price equal to $2.05 per share, with
one-half of such options vesting on the date of grant and one-half of such
options vesting on December 1, 2002.
The Company granted, pursuant to the Plan, the following to Steven Katz,
a former director and former executive officer of the Company: (i) effective
October 2, 2001, options to purchase 25,000 shares of Common Stock with an
exercise price equal to $1.50 per share, with all such options vesting on the
date of grant; (ii) effective November 1, 2001, options to purchase 50,000
shares of Common Stock with an exercise price equal to $4.00 per share, with
one-third of such options vesting on the date of grant, one-third of such
options vesting on January 15, 2002 and one-third of such options vesting on
January 15, 2003; (iii) effective December 1, 2001, options to purchase 40,000
shares of Common Stock with an exercise price equal to $2.05 per share, with
one-half of such options vesting on the date of grant and one-half of such
options vesting on December 1, 2002; and (iv) for services rendered in
connection with the Harris Moran License Agreement, effective December 1, 2001,
options to purchase 25,000 shares of Common Stock with an exercise price equal
to $2.05 per share, with all such options vesting on the date of grant.
The Company granted, pursuant to the Plan, to Sascha Fedyszyn, the Vice
President of Corporate Development and Secretary of the Company, effective
November 1, 2001, options to purchase 10,000 shares of Common Stock with an
exercise price equal to $2.15 per share, with one-third of such options vesting
on the date of grant and one-third of such options vesting on each of the first
and second anniversaries of the date of grant.
The Company granted, pursuant to the Plan, to Joel Brooks, the Chief
Financial Officer and Treasurer of the Company, effective November 1, 2001,
options to purchase 15,000 shares of Common Stock with an exercise price equal
to $2.15 per share, with one-third of such options vesting on the date of grant
and one-third of such options vesting on each of the first and second
anniversaries of the date of grant.
The Company granted, pursuant to the Plan, to Phillip Escaravage, the
Vice Chairman and a former director of the Company, effective December 1, 2001,
options to purchase 40,000 shares of Common Stock with an exercise price equal
to $2.26 per share, with one-half of such options vesting on the date of grant
and one-half of such options vesting on December 1, 2002.
Warrant and Option Grants to Non-Affiliates
In connection with the hiring of Mr. Galton, the Company's new President
and Chief Executive Officer, the Company issued to Christenson, Hutchinson,
McDowell, LLC, an executive management recruiter, a five-year warrant, effective
September 4, 2001, to purchase 20,000 shares of Common Stock with an exercise
price of $0.01 per share, with such warrant being fully vested on the date of
grant.
The Company granted, pursuant to the Plan, to a former employee of the
Company, effective November 1, 2001, options to purchase 1,000 shares of Common
Stock with an exercise price equal to $2.15 per share, with all such options
vesting on the date of the grant.
-26-
The Company granted, pursuant to the Plan, the following to a member of
the Company's Scientific Advisory Board: (i) for services rendered as a member
of the Company's Scientific Advisory Board, effective November 1, 2001, options
to purchase 10,000 shares of Common Stock with an exercise price equal to $2.15
per share, with all such options vesting on the date of the grant; and (ii) for
services rendered in connection with the Harris Moran License Agreement,
effective December 1, 2001, options to purchase 20,000 shares of Common Stock
with an exercise price equal to $2.05 per share, with all such options vesting
on the date of grant.
The Company granted, pursuant to the Plan, to each of two former members
of the Company's Scientific Advisory Board, for services rendered as a member of
the Company's Scientific Advisory Board, effective November 1, 2001, options to
purchase an aggregate of 25,000 shares of Common Stock with an exercise price
equal to $2.15 per share, with all such options vesting on the date of the
grant.
For services rendered, including providing the Company with advertising,
introductions to strategic alliance partners and, from time to time, use of its
office space, entertainment facilities and various other support services, the
Company granted to a certain entity, effective November 1, 2001, a ten-year
warrant to purchase 80,000 shares of Common Stock with an exercise price equal
to $2.15 per share. The warrant vests as follows: one-third on the date of grant
and one-third on each of the first and second anniversaries of the date of
grant.
For investment advisory services rendered, the Company granted to
certain individuals, effective October 15, 2001, seven-year warrants to purchase
an aggregate of 50,000 shares of Common Stock with an exercise price equal to
$1.00 per share. The warrants vest as follows: one-third on the date of grant
and one-third on each of the first and second anniversaries of the date of
grant.
For legal services rendered, the Company granted to certain entities,
effective November 1, 2001, ten-year warrants to purchase an aggregate of 30,000
shares of Common Stock with an exercise price equal to $2.15 per share. The
warrants vest as follows: one-third on the date of grant and one-third on each
of the first and second anniversaries of the date of grant.
In connection with the private placements, the Company will grant to
certain entities five-year warrants to purchase an aggregate of 500,000 shares
of Common Stock on the same terms and conditions as the Accredited Investor
Private Placement.
Financings
On November 30, 2001, the Company consummated the Stanford Private
Placement, of 1,142,858 shares of Common Stock and warrants to purchase
1,000,000 shares of Common Stock for the aggregate cash consideration of
$2,000,000. Costs associated with the Stanford Private Placement totaled
$256,347. The Company did not engage a placement agent for the sale of such
securities. Fifty percent (50%) of the warrants were issued with an exercise
price equal to $2.00 per share and fifty percent (50%) of the warrants were
issued with an exercise price equal to $3.25 per share, with all such warrants
vesting on the date of grant. Pursuant to the Securities Purchase Agreement, the
purchase price of one unit, which consisted of one share of Common Stock and a
warrant to purchase 0.875 shares of Common Stock, was equal to $1.75 per unit.
In addition, the Company entered into a Registration Rights Agreement with
Stanford.
-27-
The Registration Rights Agreement provides, among other things, that a shelf
registration statement be filed on or before June 30, 2002, as well as
piggy-back registration rights for a three-year period from the date of the
agreement.
During the period from July 10, 2001 through November 5, 2001, the
Company issued Notes payable to certain directors of the Company in the
aggregate principal amount of $525,000. The Notes had an annual interest rate
equal to the prime rate on the date that the Notes were issued (5.50% to 6.75%)
and such interest was payable upon maturity of the Notes. The Notes and accrued
interest were due on January 15, 2002. On December 3, 2001, the directors
converted the Notes and accrued interest in the aggregate amount of $534,316
into 305,323 shares of Common Stock and warrants to purchase 267,158 shares of
Common Stock on the same terms and conditions as the Stanford Private Placement.
Also, in November 2001, the Company initiated the Accredited Investor
Private Placement for a minimum aggregate investment of $1,000,000 and a maximum
aggregate investment of $3,000,000. The private placement offered units of one
share of Common Stock and a warrant to purchase 0.4375 shares of Common Stock at
a price equal to $1.75 per unit. On December 26, 2001, the Company entered into
Securities Purchase Agreements for the aggregate amount of 665,714 shares of
Common Stock and warrants to purchase 291,250 shares of Common Stock for the
aggregate cash consideration of $1,165,000. Fifty percent (50%) of the warrants
were offered with an exercise price equal to $2.00 per share and fifty percent
(50%) of the warrants were offered with an exercise price equal to $3.25 per
share, with all such warrants vesting on the date of grant. Costs associated
with these transactions totaled $158,175. The Company did not engage a placement
agent for the sale of such securities. In addition, the Company entered into
Registration Rights Agreements with these purchasers. The Registration Rights
Agreements provide for, among other things, piggy-back registration rights for a
three-year period from the date of each agreement.
In January 2002, the Company consummated another private placement with
Stanford, of 571,429 shares of Common Stock and warrants to purchase 500,000
shares of Common Stock for the aggregate cash consideration of $1,000,000, on
the same terms and conditions as the initial Stanford Private Placement. Costs
associated with this transaction approximated $140,000.
No underwriter was employed by the Company in connection with the
issuance of the securities described above. The Company believes that the
issuance of the foregoing securities was exempt from registration under Section
4(2) of the Securities Act of 1933, as amended, as transactions not involving a
public offering. Each of the recipients acquired the securities for investment
purposes only and not with a view to distribution and had adequate information
about the Company.
-28-
ITEM 4. STOCKHOLDER VOTE.
(a) The Annual Meeting of Stockholders of the Company (the "Meeting") was
held on November 29, 2001.
(b) The following is a complete list of the current Directors of the
Company, each of whom were elected to a one-year term at the Meeting,
and whose term of office continued after the meeting.
Christopher Forbes
Bruce C. Galton
Thomas C. Quick
Ruedi Stalder
John E. Thompson, Ph.D.
(c) There were 4,790,537 shares of Common Stock present at the Meeting in
person or by proxy out of a total number of 7,872,626 shares of Common
Stock issued and outstanding and entitled to vote at the Meeting.
(i) The proposals and results of the vote of the stockholders taken
at the Meeting by ballot and by proxy as solicited by the Company
on behalf of the Board of Directors were as follows:
(A) For the election of the nominees for the Board of Directors
of the Company:
Nominee For Withheld
------------------------ --------------- --------------
Christopher Forbes 4,782,191 8,346
Bruce C. Galton 4,782,191 8,346
Thomas C. Quick 4,782,191 8,346
Ruedi Stalder 4,782,191 8,346
John E. Thompson, Ph.D. 4,782,191 8,346
(B) For the proposal to approve an amendment to the Company's
1998 Stock Plan (the "Plan") to increase the maximum number
of shares of Common Stock available for issuance under the
Plan from 1,000,000 shares to 2,000,000 shares:
For Against Abstain Broker Non-Votes
----------- ----------- ------------ ----------------
3,237,832 124,502 6,419 1,421,784
-29-
(C) For the proposal to ratify the appointment of Goldstein
Golub and Kessler, LLP as the independent auditors of the
Company for the fiscal year ending June 30, 2002:
For Against Abstain
----------- ----------- -----------
4,773,859 11,066 5,612
ITEM 5. OTHER INFORMATION.
Management Restructuring
On October 4, 2001, John E. Thompson, Ph.D., the Company's Executive
Vice President of Research and Development, was elected to the Board of
Directors and Phillip O. Escaravage, the Company's Vice Chairman, resigned as a
director.
On October 4, 2001, Bruce C. Galton was appointed President and Chief
Executive Officer of the Company. In connection with Mr. Galton's appointment,
Ruedi Stalder resigned as Chief Executive Officer and Steven Katz resigned as
President and Chief Operating Officer of the Company. Mr. Stalder continues to
serve as the Chairman and a director and Mr. Katz continued to serve as a
director until the end of his term on November 29, 2001, when Mr. Galton was
elected.
In conjunction with Mr. Galton's appointment as President and Chief
Executive Officer, the Company entered into a three-year employment agreement
with Mr. Galton, effective October 4, 2001. The agreement shall automatically
renew for successive one-year terms thereafter, unless written notice of
termination is provided at least 120 days prior to the end of each applicable
term. The agreement provides Mr. Galton with an annual base salary of $200,000
plus certain benefits, including potential bonuses, equity awards and other
perquisites as determined by the Board of Directors. The agreement also provides
that Mr. Galton is entitled to a lump sum payment of 1.5 times his base annual
salary if his employment with the Company is terminated without cause or with
good reason (as defined within the agreement). If Mr. Galton's employment with
the Company is terminated pursuant to a change in control (as defined within the
agreement), he is entitled to receive the difference between the monies actually
received upon termination and 1.5 times his annual base salary.
-30-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
4.1 Form of Warrant issued to each of Stanford Venture Capital
Holdings, Inc., certain officers of Stanford Venture Capital
Holdings, Inc., and certain directors of the Company (with
attached schedule of parties and terms thereto).
4.2 Form of Warrant issued to certain accredited investors (with
attached schedule of parties and terms thereto).
4.3 Form of Warrant issued to certain third parties for services
rendered (with attached schedule of parties and terms thereto).
10.1 Securities Purchase Agreement by and between the Company and
Stanford Venture Capital Holdings, Inc. dated November 30, 2001.
10.2 Securities Purchase Agreement by and between the Company and
Stanford Venture Capital Holdings, Inc. dated January 16, 2002.
10.3 Form of Securities Purchase Agreement by and between the Company
and certain directors of the Company (with attached schedule of
parties and terms thereto).
10.4 Form of Securities Purchase Agreement by and between the Company
and certain accredited investors (with attached schedule of
parties and terms thereto).
10.5 Form of Registration Rights Agreement by and between the Company
and each of Stanford Venture Capital Holdings, Inc. and certain
directors of the Company (with attached schedule of parties and
terms thereto).
10.6 Form of Registration Rights Agreement by and between the Company
and each of certain accredited investors (with attached schedule
of parties and terms thereto).
10.7 1998 Stock Incentive Plan, as amended on November 29, 2001.
10.8* License Agreement by and between the Company and Harris Moran
Seed Company dated November 19, 2001.
10.9 Employment Agreement by and between the Company and Bruce C.
Galton dated October 4, 2001.
10.10 Indemnification Agreement by and between the Company and Bruce C.
Galton dated October 4, 2001.
10.11 Consulting Agreement by and between the Company and Alan B.
Bennett, Ph.D. dated November 1, 2001.
(b) Reports on Form 8-K.
None.
* Confidential Treatment has been requested for portions of this
Exhibit.
-31-
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SENESCO TECHNOLOGIES, INC.
DATE: February 14, 2002 By: /s/ Bruce C. Galton
-----------------------------------------------
Bruce C. Galton, President
and Chief Executive Officer
(Principal Executive Officer)
DATE: February 14, 2002 By: /s/ Joel Brooks
--------------------------------------------
Joel Brooks, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)
Officer)