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Ballard Spahr LLP 

1 East Washington Street, Suite 2300 

Phoenix, AZ 85004-2555 

David L. Axelrod (pro hac vice pending)

axelrodd@ballardspahr.com 

Thomas F. Burke (pro hac vice pending)

burket@ballardspahr.com 

Ballard Spahr LLP 

1735 Market Street, 51st Floor 

Philadelphia, PA 19103 

Telephone: 215-665-8500 

Facsimile: 215-864-8999 

Michael DiGiacomo (SBN 032251) 

digiacomom@ballardspahr.com 

1 East Washington Street, Suite 2300 

Phoenix, AZ 85004 

Tel.: 602.798.5400 

Fax: 602.798.5595 

Attorneys for New Enterprises Ltd. 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF ARIZONA 

NEW ENTERPRISES, LTD,

Plaintiff, 

vs. 

SENESTECH, INC. AND ROTH 

CAPITAL PARTNERS, LLC, 

Defendants. 

NO. 

COMPLAINT 

(Jury Trial Demanded) 

Plaintiff New Enterprises, Ltd. (“New Enterprises”), by and through its 

undersigned attorneys, brings this action against SenesTech, Inc. (“SenesTech” or the 

“Company”) and Roth Capital Partners, LLC (“Roth Capital”). 

NATURE OF THE CASE 

1. From 2015 to 2017, SenesTech—a start-up pest control company—

unlawfully defrauded New Enterprises, a privately held family investment trust, for the 

benefit of SenesTech’s insiders, including its founders, Dr. Loretta Mayer and Dr. Cheryl 

Dyer. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

2. First, SenesTech induced New Enterprises to invest $500,000 in the 

Company at a share price of $1.50 per share, while concealing that the Company had just 

awarded millions of stock options to SenesTech insiders at a price of $0.10 per share. 

3. Second, SenesTech wrongfully prevented New Enterprises from taking 

advantage of the SenesTech IPO and the opportunity to sell its shares at post-IPO prices 

exceeding $10 per share. 

4. Later, in conjunction with Roth Capital—the underwriter of SenesTech’s 

IPO—SenesTech conspired to unlawfully “lock up” shares of SenesTech stock held by 

New Enterprises until SenesTech insiders were able to sell their own shares first. 

5. Through these wrongful actions, SenesTech harmed New Enterprises by 

fraudulently inducing it to invest in SenesTech and then preventing New Enterprises from 

benefitting from its investment. New Enterprises brings this action to recover damages it 

suffered as a direct result of SenesTech’s egregious actions. 

THE PARTIES 

6. Plaintiff New Enterprises Ltd. is a Singapore company with its principal 

place of business at 33 Moonbeam Walk, Singapore 277 243. New Enterprises is a 

privately held family investment trust. Subramanian Subbiah (“Subramanian”) is an 

agent of New Enterprises. 

7. SenesTech, Inc. is a Delaware corporation with its principal place of 

business at 3140 N. Caden Court Suite 1, Flagstaff, AZ 86004. The Company’s common 

stock is traded on the NASDAQ Capital Market under the ticker symbol “SNES.” 

SenesTech was founded in July 2004 by Mayer and Dyer as a Nevada corporation, and 

reincorporated as a Delaware corporation in November 2015. SenesTech’s primary 

product, ContraPest, is a pest-control solution that causes infertility in rats. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

8. Roth Capital Partners, LLC is an investment banking firm registered as a 

domestic limited liability company in California and headquartered in Newport Beach, 

California. Roth Capital served as the underwriter and “Sole Book-Running Manager” 

for SenesTech’s 2017 IPO. As part of SenesTech’s IPO, Roth Capital prepared a 

prospectus for the investment, met with potential investors around the country to create 

excitement and interest in the IPO, and helped determine opening prices for the IPO and 

assessed the level of interest expressed by potential investors. 

JURISDICTION AND VENUE 

9. This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1332 

because there is diversity of citizenship between New Enterprises and all defendants and 

the amount in controversy exceeds $75,000. 

10. Venue is proper in this Court under 28 U.S.C. § 1391 and 18 U.S.C. § 1965 

because the Defendants conduct business in this District, and committed tortious acts in 

this District; a substantial part of the events or omissions giving rise to the claims 

occurred in this District; and Defendants have purposefully availed themselves of the 

laws of the State of Arizona. 

FACTUAL ALLEGATIONS 

Background 

11. In early 2015, SenesTech was on the verge of financial collapse. 

SenesTech had no products approved for sale by the United States Environmental 

Protection Agency (“EPA”), no revenue, and no source of financing apart from money 

raised from investors. 

12. On April 18, 2015, after repeated solicitations by SenesTech, New 

Enterprises made a secured loan of $500,000 to SenesTech (the “April 2015 Loan”), 

executed simultaneously with a common stock warrant permitting New Enterprises to 

purchase up to 346,667 shares of common stock at $1.50 per share. The April 2015 Loan 

was secured by all of SenesTech’s property. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

13. Between September 4, 2015 and October 28, 2015, at a time when 

SenesTech was unable to meet even its payroll obligations, New Enterprises made a 

series of four additional secured loans, totaling $500,000, to SenesTech (the “Late 2015 

Loans”), all convertible by mutual agreement to common or Series B preferred 

SenesTech stock at $1.55 per share, and executed simultaneously with common stock 

warrants permitting New Enterprises to purchase a similar amount of SenesTech common 

stock at $1.50 per share. Without these loans, SenesTech would have been unable to 

remain in business. 

14. In total, New Enterprises loaned $1,000,000 to SenesTech between April 

18, 2015 and October 28, 2015. 

SenesTech’s Undisclosed Award of Substantial Stock Options to Insiders 

15. On July 3, 2015, the SenesTech Board of Directors (the “SenesTech 

Board”) awarded a total of 5,528,465 stock options to SenesTech’s founders and 

executive officers at an exercise price of $0.10 per share. The SenesTech Board gave 

SenesTech’s founders—Mayer and Dyer—1,500,000 options each, which were fully 

vested on the date of the grant. The SenesTech Board gave then-CEO Thomas Ziemba 

2,528,465 options, of which 500,000 were fully vested on the date of the grant. 

16. On September 9, 2015, the SenesTech Board awarded 75,000 stock options 

to Tom Chesterman (“Chesterman”), then a consultant for SenesTech and now its chief 

financial officer, at an exercise price of $0.10 per share. 

17. On October 15, 2015, the SenesTech Board awarded an additional total of 

200,000 options each to Mayer and Dyer again at an exercise price of $0.10 and again 

fully vested on the date of the grant. 

18. On December 1, 2015, the SenesTech Board awarded an additional total of 

600,000 options to Chesterman at an exercise price of $0.10 per share. 

19. As of December 31, 2015, SenesTech had issued a total of 20,543,830 

shares of its common stock. The 2015 stock option awards were equivalent to 32.1% of 

the outstanding shares of SenesTech common stock. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

20. SenesTech concealed these stock option awards from New Enterprises, 

despite the fact that at this time New Enterprises was a substantial secured lender to 

SenesTech and SenesTech was in the process of soliciting New Enterprises to lend 

SenesTech another $500,000, convertible to SenesTech common stock at $1.55 per 

share—over fifteen times the price of the options granted to SenesTech insiders. 

SenesTech Fraudulently Induces Equity Investments by New Enterprises 

21. In December 2015, SenesTech urged Subramanian to cancel the April 2015 

Loan in exchange for SenesTech stock, and convert the Late 2015 Loans to SenesTech 

stock. 

22. Subramanian responded that New Enterprises did not want SenesTech 

stock, and told SenesTech that New Enterprises’ loans were fully secured by SenesTech’s 

assets. 

23. In response, SenesTech told Subramanian that New Enterprises’ security 

interests were no longer valid and that New Enterprises had no choice but to convert its 

loans into SenesTech stock. 

24. On December 31, 2015, in reliance on SenesTech’s representation that New 

Enterprises did not have an enforceable security interest, New Enterprises converted the 

Late 2015 Loans to 333,255 shares of Series B preferred stock at $1.55 per share. 

25. Between April 8, 2016 and May 6, 2016, SenesTech offered holders of 

SenesTech stock the opportunity to purchase additional shares of common stock at $0.50 

per share (the “Rights Offering”). 

26. During that Rights Offering, after additional negotiations, and still in 

reliance on SenesTech’s representation that New Enterprises did not have an enforceable 

security interest, New Enterprises agreed to cancel the April 2015 Loan in exchange for 

approximately 1,021,800 shares of common stock at $0.50 per share. New Enterprises 

also purchased an additional 300,000 shares of SenesTech’s common stock during the 

Rights Offering, bringing New Enterprises’ total holdings of SenesTech stock to 

approximately 1,655,055 shares. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

27. SenesTech did not inform New Enterprises that SenesTech had granted 

millions of options to Mayer and Dyer, among others, at an exercise price of $0.10 per 

share, and did not inform New Enterprises that these stock option grants represented 

32.1% of the outstanding shares of SenesTech common stock. New Enterprises would 

not have agreed to: (i) convert the Late 2015 Loans to SenesTech stock; (ii) cancel the 

April 2015 Loan and exchange the debt for SenesTech stock; or (iii) invest further in 

SenesTech, had SenesTech disclosed the 2015 option awards. 

The Reverse Stock Split 

28. In September 2016, the SenesTech Board approved a reverse stock split at a 

ratio of 5 to 1. 

29. The effect of the reverse stock split was that the approximately 1,655,055 

shares owned by New Enterprises, acquired at a weighted average basis of approximately 

$1.43 per share, were converted to approximately 331,011 shares, acquired at a weighted 

average basis of $7.19 per share. 

SenesTech Blocked New Enterprises From Benefiting from the SenesTech IPO 

30. In October 2016, SenesTech began preparations for an initial public 

offering (“IPO”), underwritten principally by Roth Capital. Pursuant to the IPO, 

SenesTech planned to issues shares of common stock at approximately $12 to $14 per 

share. 

31. New Enterprises sought to take advantage of the IPO and sell its shares of 

SenesTech stock on the open market. All of SenesTech’s stock certificates, however—

both before and after the reverse stock split—bore a restrictive legend stating the 

securities at issue had not been registered and could not be sold or otherwise transferred 

or assigned until either the securities became registered, or SenesTech received a 

satisfactory opinion of counsel stating that such registration is not required for sale or 

transfer. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

32. On November 2, 2016, counsel for New Enterprises sent a draft opinion 

letter to counsel for SenesTech stating that registration of the SenesTech securities held 

by New Enterprises was not required for sale or transfer. 

33. On November 3, 2016, counsel for SenesTech responded that due to the 

then-upcoming IPO, SenesTech “cannot accept any transfer requests at this time.” 

34. On November 7, 2016, counsel for New Enterprises provided a final 

opinion letter (the “November Opinion Letter”) to SenesTech and its transfer agent 

stating that for 859,133 of the pre-split shares of SenesTech held by New Enterprises, 

registration was not required for sale or transfer and that restrictive legends appearing on 

the corresponding stock certificates could be removed. 

35. On November 7, 2016, counsel for SenesTech informed New Enterprises 

that “Roth has said they will not permit any delegending of shares at this late stage in the 

[IPO] process. Accordingly, the Company cannot process the delegending request at this 

time.” 

36. In response, also on November 7, 2016, counsel for New Enterprises wrote 

to SenesTech: 

It is really not up to Roth as to whether the legend gets 

removed or not. . . . My client has a property right in the 

securities at issue and by refusing to take the restriction off 

the shares you are depriving my client of its property right 

and ability to transfer the shares even though he may do so 

legally. 

37. SenesTech persisted in its refusal to provide an instruction letter to its 

transfer agent to remove the restrictive legend based on the November Opinion Letter, 

and as a result blocked New Enterprises from benefiting from the SenesTech IPO. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

Roth Capital Induces New Enterprises to “Lock-Up” its SenesTech Stock 

38. Also in November 2016, a managing director of Roth Capital contacted 

Subramanian and requested that New Enterprises, ostensibly along with other investors, 

agree to a 180-day post-IPO “lock-up” on the sale of its SenesTech shares. Roth Capital 

said that under this “lock-up,” New Enterprises would be prohibited from selling its 

SenesTech stock for 180 days following the IPO without the prior written consent of 

Roth Capital. 

39. On information and belief, Roth Capital was acting both on its own behalf 

and as an authorized agent of SenesTech when it sought the “lock-up” from New 

Enterprises. 

40. When Subramanian refused and told Roth Capital that New Enterprises 

intended to liquidate its SenesTech holdings at the earliest possible opportunity, Roth 

Capital responded that New Enterprises’ sale of its SenesTech stock would jeopardize the 

IPO and the current and future value of New Enterprises’ holdings. Roth Capital offered 

New Enterprises this deal: in exchange for New Enterprises’ agreement to a 180-day 

post-IPO lock-up, Roth Capital would exempt 50,000 shares held by New Enterprises 

from the lock-up, such that New Enterprises could sell those shares right after the IPO, 

well before the expiration of 180 days; and Roth Capital would permit New Enterprises 

to sell its remaining shares in late December 2016 or January 2017; and Roth Capital and 

SenesTech management would help New Enterprises find buyers for its shares. 

41. Grover Wickersham, then Vice-Chair of the SenesTech board of directors, 

contacted Subramanian and urged him to agree to the lock-up, and told Subramanian that 

the SenesTech IPO would fail unless New Enterprises agreed to the lock-up. 

42. On or about November 13, 2016, Subramanian, on behalf of New 

Enterprises, agreed to Roth Capital’s lock-up proposal. 

The Initial Public Offering 

43. On December 8, 2016, SenesTech held an IPO of common stock at a price 

of $8 per share. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

44. In mid-December 2016, Subramanian learned that Roth Capital and 

SenesTech breached their contract with New Enterprises by failing to register any shares 

owned by New Enterprises in connection with the IPO, rendering impossible the shortterm sale of any shares owned by New Enterprises. 

45. Further, also in breach of the contract with New Enterprises, Roth Capital 

and SenesTech refused to give permission to New Enterprises to sell any shares of 

SenesTech stock in December 2016. 

46. On information and belief, Roth Capital and SenesTech unlawfully 

prevented New Enterprises from selling its shares to preserve the post-IPO stock price of 

SenesTech for the benefit of SenesTech. 

47. On January 17, 2017, at a time when Roth Capital continued to refuse to 

give its permission for New Enterprises to sell any shares of SenesTech stock, 

SenesTech’s shares traded at an all-time high of $10.68 per share. 

48. As of January 17, 2017, New Enterprises was unable to sell any of its 

approximately 331,011 post-split shares of SenesTech stock, which at that could have 

been sold for an all-time high of approximately $3.52 million. 

49. On April 18, 2017, New Enterprises presented SenesTech with a second 

final opinion letter (the “April Opinion Letter”) to SenesTech stating that registration of 

the SenesTech securities held by New Enterprises was not required for sale or transfer. 

50. On May 18, 2017, SenesTech finally authorized its transfer agent to remove 

the legend from 50,000 shares of SenesTech held by New Enterprises. By that time, 

SenesTech’s stock price had fallen to approximately $6.50. 

51. By June 13, 2017, when SenesTech authorized the removal of the legend 

from New Enterprises’ remaining 281,011 shares, the stock’s value had dropped further 

still. 

52. New Enterprises has since been forced to sell most of its shares at prices 

substantially below the post-IPO high and below its per-share acquisition cost. 

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Ballard Spahr LLP 

1 East Washington Street 

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Phoenix, AZ 85004-2555 

COUNT I 

Common Law Fraud 

(SenesTech) 

53. New Enterprises incorporates all of the above paragraphs as if set forth 

fully herein. 

54. SenesTech fraudulently induced New Enterprises to convert its Late 2015 

Loans to shares of SenesTech common stock on December 31, 2015 based on the false 

representation that New Enterprises’ security interests under the Late 2015 Loans were 

no longer valid and enforceable. 

55. New Enterprises’ security interests under the Late 2015 Loans remained 

valid and enforceable against SenesTech at all times between the issuance of the loans 

and December 31, 2015. 

56. SenesTech’s intentional deception constitutes common-law fraud 

predicated upon outrageous bad-faith conduct for which New Enterprises is entitled to 

punitive damages. 

57. Accordingly, New Enterprises is entitled to damages in an amount to be 

determined at trial. 

COUNT II 

Common Law Fraud 

(SenesTech) 

58. New Enterprises incorporates all of the above paragraphs as though fully 

set forth herein. 

59. SenesTech intentionally omitted material facts in connection with the Late 

2015 Loans—namely, that SenesTech had recently issued millions of stock options to its 

founders and others at a fraction of the conversion price in the note, creating the potential 

for severe dilution of share value and calling into question the true value of SenesTech 

stock. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

60. Further, SenesTech continued to intentionally omit the same material facts 

in connection with New Enterprises’ conversion of the Late 2015 Loans into SenesTech 

stock in December 2015, and New Enterprises’ purchases of additional SenesTech stock 

in May 2016. 

61. If SenesTech had disclosed the existence of the options grants to New 

Enterprises in advance of the making of the Late 2015 Loans, New Enterprises would not 

have made such loans to SenesTech, and would not have later converted the Late 2015 

Loans to SenesTech stock at $1.55 per share, or purchased additional shares in May 

2016. 

62. SenesTech’s intentional failure to disclose material information to New 

Enterprises constitutes common-law fraud predicated upon outrageous bad-faith conduct 

for which New Enterprises is entitled to punitive damages. 

63. Accordingly, New Enterprises is entitled to damages in an amount to be 

determined at trial. 

COUNT III 

Securities Fraud – Federal Law 

(SenesTech) 

64. New Enterprises incorporates all of the above paragraphs as though fully set 

forth herein. 

65. Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), 

and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, makes it unlawful for any person, 

directly or indirectly, by the use of any means or instrumentality of interstate commerce, 

or of the mails or of any facility of any national securities exchange, 

a) To employ any device, scheme, or artifice to defraud, 

b) To make any untrue statement of a material fact or to omit to state a 

material fact necessary in order to make the statements made, in the light of 

the circumstances under which they were made, not misleading, or 

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c) To engage in any act, practice, or course of business which operates 

or would operate as a fraud or deceit upon any person, 

in connection with the purchase or sale of any security. 

66. SenesTech, acting with intent to defraud, omitted material facts in 

connection with New Enterprises’ acquisition of securities issued by SenesTech, namely, 

that SenesTech had recently issued millions of stock options to management at a fraction 

of the price conveyed to potential investors, creating the potential for severe dilution of 

share value and calling into question the true value of SenesTech stock. 

67. These facts were necessary in order to make other statements made by 

SenesTech—namely, its statements regarding the valuation of and risk associated with its 

securities—not misleading. 

68. SenesTech’s intentional failure to disclose that information constitutes 

securities fraud under federal law. 

69. Accordingly, New Enterprises is entitled to damages in an amount to be 

determined at trial. 

COUNT IV 

Securities Fraud – State Law 

(SenesTech) 

70. New Enterprises incorporates all of the above paragraphs as though fully 

set forth herein. 

71. A.R.S. § 44-1991 makes it a fraudulent and unlawful for any person, in 

connection with a transaction or transactions within or from Arizona involving an offer to 

sell or buy securities, or a sale or purchase of securities, directly or indirectly, to: 

a) Employ any device, scheme or artifice to defraud, 

b) Make any untrue statement of material fact, or omit to state any 

material fact necessary in order to make the statements made, in the light of 

the circumstances under which they were made, not misleading, or 

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c) Engage in any transaction, practice or course of business which 

operates or would operate as a fraud or deceit 

72. SenesTech, acting with intent to defraud, omitted material facts in 

connection with New Enterprises’ acquisition of securities issued by SenesTech, namely, 

that SenesTech had recently issued millions of stock options to management at a fraction 

of the price conveyed to potential investors, creating the potential for severe dilution of 

share value and calling into question the true value of SenesTech stock. 

73. These facts were necessary in order to make other statements made by 

SenesTech—namely, its statements regarding the valuation of and risk associated with its 

securities—not misleading. 

74. SenesTech’s intentional failure to disclose that information constitutes 

securities fraud under Arizona law. 

75. Accordingly, New Enterprises is entitled to damages in an amount to be 

determined at trial. 

COUNT V 

Violation of Delaware Law 

(All Defendants) 

76. New Enterprises incorporates all of the above paragraphs as if set forth 

fully herein. 

77. Delaware Code § 8-401 requires a security issuer to register a transfer as 

requested, including with respect to the removal of a restrictive legend, without 

unreasonable delay. 

78. On November 7, 2016, New Enterprises presented a satisfactory opinion 

letter from its counsel to SenesTech stating that for 859,133 of the pre-split shares of 

SenesTech held by New Enterprises, registration was not required for sale or transfer and 

that restrictive legends appearing on the corresponding stock certificates could be 

removed. 

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Ballard Spahr LLP 

1 East Washington Street 

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Phoenix, AZ 85004-2555 

79. SenesTech, acting in concert with Roth Capital, intentionally and 

unreasonably delayed in removing the restrictive legend from stock certificates pertaining 

to approximately 859,133 pre-split shares of SenesTech stock upon legitimate request by 

New Enterprises. 

80. New Enterprises, rather than being able to sell those shares at a post-IPO 

high of $10.68, was forced to wait to sell those shares in June 2017 or later, at which time 

SenesTech stock was trading at or substantially below $6.50. 

81. These wrongful acts constitute a violation of Delaware Code § 8-401. 

82. Accordingly, New Enterprises is entitled to damages in an amount to be 

determined at trial. 

COUNT VI 

Breach of Contract 

(SenesTech) 

83. New Enterprises incorporates all of the above paragraphs as if set forth 

fully herein. 

84. The stock certificates issued by SenesTech and owned by New Enterprises 

are valid and enforceable contracts. 

85. All of the SenesTech stock certificates owned by New Enterprises were 

issued with a restrictive legend stating the securities at issue had not been registered and 

could not be sold or otherwise transferred or assigned until either the securities became 

registered, or SenesTech received a satisfactory opinion of counsel stating that such 

registration is not required for sale or transfer. 

86. On November 7, 2016, New Enterprises presented a satisfactory opinion 

letter from its counsel to SenesTech stating that for 859,133 of the pre-split shares of 

SenesTech held by New Enterprises, registration was not required for sale or transfer and 

that restrictive legends appearing on the corresponding stock certificates could be 

removed. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

87. SenesTech intentionally and unreasonably delayed in removing the 

restrictive legend from stock certificates pertaining to approximately 859,133 pre-split 

shares of SenesTech stock upon legitimate request by New Enterprises. 

88. New Enterprises has performed all of its obligations under the stock 

certificates. 

89. SenesTech breached the parties’ agreement by refusing to instruct its 

transfer agent to remove the restrictive covenant from any shares held by New 

Enterprises. 

90. As a result of the above-described breaches, New Enterprises has suffered, 

and continues to suffer, injury. 

COUNT VII 

Tortious Interference with Prospective Business Advantage 

(All Defendants) 

91. New Enterprises incorporates all of the above paragraphs as if set forth 

fully herein. 

92. As detailed above, SenesTech, acting in concert with Roth Capital, 

intentionally and unreasonably delayed in instructing its transfer agent to remove the 

restrictive legend from stock certificates owned by New Enterprises. 

93. Had SenesTech not intentionally and unreasonably delayed in instructing 

its transfer agent to remove the restrictive legend from stock certificates owned by New 

Enterprises, a reasonable probability exists that New Enterprises would have been able to 

sell its SenesTech stock at a higher share price than it ultimately received. 

94. As a result of these wrongful acts, SenesTech and Roth Capital tortiously 

interfered with New Enterprises’ prospective business advantage with respect to the sale 

of 331,011 shares of SenesTech stock. 

95. Accordingly, New Enterprises is entitled to damages in an amount to be 

determined at trial. 

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Ballard Spahr LLP 

1 East Washington Street 

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COUNT VIII 

Conversion 

(All Defendants) 

96. New Enterprises incorporates all of the above paragraphs as if set forth 

fully herein. 

97. As detailed above, SenesTech, acting in concert with Roth Capital, 

intentionally and unreasonably delayed in instructing SenesTech’s transfer agent to 

remove the restrictive legend from stock certificates pertaining to approximately 859,133 

pre-split shares of SenesTech stock owned by New Enterprises. 

98. As a result of these wrongful acts, SenesTech and Roth Capital converted 

approximately 859,133 pre-split shares of SenesTech stock that were the property of New 

Enterprises. 

99. Accordingly, New Enterprises is entitled to damages in an amount to be 

determined at trial. 

COUNT IX 

Breach of Contract 

(All Defendants) 

100. New Enterprises incorporates all of the above paragraphs as if set forth 

fully herein. 

101. On or about November 13, 2016, Roth Capital, acting both on its own 

behalf and as an authorized agent of SenesTech, entered into an agreement with New 

Enterprises under which New Enterprises agreed to a 180-day post-IPO lock-up of its 

shares of SenesTech. 

102. In exchange, Roth Capital promised that it would exempt 50,000 shares 

held by New Enterprises from the lock-up, such that New Enterprises could sell such 

shares in the weeks after the IPO and give its permission for New Enterprises to sell such 

shares in the weeks after the IPO, well before the expiration of 180 days. 

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103. Roth Capital further committed that it would give its permission for New 

Enterprises to sell its remaining shares before the end of 2016, and that Roth Capital and 

SenesTech management would help New Enterprises find buyers for such shares at that 

time. 

104. The November 13, 2016 agreement between Roth Capital and SenesTech 

and New Enterprises is a valid and enforceable contract. 

105. New Enterprises has performed all of its obligations under the November 

13, 2016 agreement. 

106. Roth Capital and SenesTech breached the parties’ agreement by: 

a) refusing to register any shares held by New Enterprises in 

connection with the IPO; 

b) withholding permission for New Enterprises to sell 50,000 shares of 

SenesTech immediately after the IPO; and 

c) withholding permission for New Enterprises to sell any shares of 

SenesTech during the 180-day lock-up period. 

107. As a result of the above-described breaches, New Enterprises has suffered, 

and continues to suffer, injury. 

PRAYER FOR RELIEF 

WHEREFORE, New Enterprises respectfully demands judgment in its favor and 

against the defendants as follows: 

a) Awarding New Enterprises monetary damages, including 

compensatory damages, punitive damages, and attorney’s fees, in an 

amount to be determined at trial, as well as pre-judgment and postjudgment interest at the maximum rate allowed by law; and 

b) Awarding such other and further legal and equitable relief as this 

Court deems just and proper. 

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Ballard Spahr LLP 

1 East Washington Street 

Suite 2300 

Phoenix, AZ 85004-2555 

JURY DEMAND 

New Enterprises demands a trial by jury on all claims so triable as a matter of 

right. 

RESPECTFULLY SUBMITTED this 20th day of February, 2018. 

BALLARD SPAHR LLP 

By: /s/ Michael DiGiacomo 

David L. Axelrod (pro hac vice pending)

axelrodd@ballardspahr.com 

Thomas F. Burke (pro hac vice pending)

burket@ballardspahr.com 

1735 Market Street, 51st Floor 

Philadelphia, PA 19103-7599 

Telephone: 215.665.8500 

Facsimile: 215.864.8999 

Michael DiGiacomo (SBN 032251) 

digiacomom@ballardspahr.com 

1 East Washington Street, Suite 2300 

Phoenix, AZ 85004 

Tel.: 602.798.5400 

Fax: 602.798.5595 

Attorneys for New Enterprises Ltd. 

Case 3:18-cv-08033-BSB Document 1 Filed 02/20/18 Page 18 of 18