December 6, 2013
VIA EDGAR AND FEDEX
Jeffrey P. Riedler
Assistant Director
United States Securities and Exchange Commission
Division of Corporate Finance
100 “F” Street, N.E.
Washington, D.C. 20549
| Re: | Senesco Technologies, Inc. |
| Registration Statement on Form S-1 |
| Filed October 17, 2013 |
| File No. 333-191785 |
Dear Mr. Riedler:
On behalf of our client, Senesco Technologies, Inc. (the “Company”), set forth below is the Company’s updated response to the letter dated October 25, 2013 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), which relates to the Company’s Registration Statement on Form S-1, File No. 333-191785 (the “Registration Statement”) filed with the Commission on October 17, 2013 and amended on November 27, 2013 (“Amendment No. 1”). The Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which includes revisions made to the Registration Statement in response to the Comment Letter. An electronic version of Amendment No. 2 has been filed concurrently with the Commission through its EDGAR system. The enclosed copy of Amendment No. 2 has been marked to reflect changes made to Amendment No. 1.
The numbered paragraphs and headings below correspond to the headings set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response to each comment. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in Amendment No. 2.
Jeffrey P. Riedler, Assistant Director
United States Securities and Exchange Commission
December 6, 2013
Page 2
Cover Page
| 1. | Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing-related information from a registration statement that is declared effective, your filing must include the amount of securities to be offered in a pre-effective amendment. Accordingly, please revise your disclosure on the cover page and throughout the prospectus, to specify: |
| · | the number of units being offered; and |
| · | the number of shares of common stock per unit |
Response:
In response to the Staff’s comment, the Company has revised its disclosure on the cover page and throughout the prospectus in Amendment No. 2 to specify the number of units being offered and the number of shares of common stock and warrants per unit.
Exhibit 5.1
| 2. | We note that your Exhibit 5.1 refers to the proposed sale of up to $15,000,000 of shares of common stock. This reference appears to be inconsistent with your current proposed offering. Please revise your legal opinion to refer to the proposed units offering. |
Response:
In response to the Staff’s comment, we have further revised Exhibit 5.1 and the Company has filed the revised exhibit with Amendment No. 2.
Please contact the undersigned at (609) 919-6633 if you have any questions regarding the foregoing.
| Sincerely, | |
| /s/ Emilio Ragosa | |
| Emilio Ragosa |
| cc: | Leslie J. Browne, Ph.D. |
Joel Brooks
