1035354--9/28/2007--SENESCO_TECHNOLOGIES

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Risks Related to Our Business We have a limited operating history and have incurred substantial losses and expect future losses Our independent auditors have expressed substantial doubt about our ability to continue as a going concern. We may need additional capital to fund our operations until we are able to generate a profit. We depend on a single principal technology and, if our technology is not commercially successful, we will have no alternative source of revenue We outsource all of our research and development activities and, if we are unsuccessful in maintaining our alliances with these third parties, our research and development efforts may be delayed or curtailed. We have significant future capital needs and may be unable to raise capital when needed, which could force us to delay or reduce our research and development efforts. Our business depends upon our patents and proprietary rights and the enforcement of these rights. Our failure to obtain and maintain patent protection may increase competition and reduce demand for our technology. Our competitors may allege that we are infringing upon their intellectual property rights, forcing us to incur substantial costs and expenses in resulting litigation, the outcome of which would be uncertain. If our technology infringes the intellectual property of our competitors or other third parties, we may be required to pay license fees or damages. Our security measures may not adequately protect our unpatented technology and, if we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology may be adversely affected. As we evolve from a company primarily involved in the research and development of our technology into one that is also involved in the commercialization of our technology, we may have difficulty managing our growth and expanding our operations. We have no marketing or sales history and depend on third-party marketing partners. Any failure of these parties to perform would delay or limit our commercialization efforts. We will depend on joint ventures and strategic alliances to develop and market our technology and, if these arrangements are not successful, our technology may not be developed and the expenses to commercialize our technology will increase. Competition in the human health and agricultural biotechnology industries is intense and technology is changing rapidly. If our competitors market their technology faster than we do, we may not be able to generate revenues from the commercialization of our technology. Our business is subject to various government regulations and, if we are unable to obtain regulatory approval, we may not be able to continue our operations. Preclinical studies and clinical trials of our human health applications may be unsuccessful, which could delay or prevent regulatory approval. Even if we receive regulatory approval, consumers may not accept products containing our technology, which will prevent us from being profitable since we have no other source of revenue. We depend on our key personnel and, if we are not able to attract and retain qualified scientific and business personnel, we may not be able to grow our business or develop and commercialize our technology. Certain provisions of our charter, by-laws and Delaware law could make a takeover difficult. Increasing political and social turmoil, such as terrorist and military actions, increase the difficulty for us and our strategic partners to forecast accurately and plan future business activities. Risks Related to Our Common Stock Our management and other affiliates have significant control of our common stock and could significantly influence our actions in a manner that conflicts with our interests and the interests of other stockholders. Our stockholders may experience substantial dilution as a result of the conversion of outstanding convertible debentures, or the exercise of options and warrants to purchase our common stock. A significant portion of our total outstanding shares of common stock may be sold in the market in the near future, which could cause the market price of our common stock to drop significantly. Our common stock has a limited trading market, which could limit your ability to resell your shares of common stock at or above your purchase price. We currently do not meet the American Stock Exchange continued listing standards. If our common stock is delisted from the American Stock Exchange, we may not be able to list on any other stock exchange, and our common stock may be subject to the penny stock regulations which may affect the ability of our stockholders to sell their shares. The market price of our common stock may fluctuate and may drop below the price you paid. Because we do not intend to pay, and have not paid, any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless the value of our common stock appreciates and they sell their shares.

Full 10-K form ▸

1035354--9/28/2007--SENESCO_TECHNOLOGIES_INC