UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~November 162, 2018

Senomyx, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-50791		33-0843840
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. ~~Employer~~EmployerIdentification ~~Identification~~ No.)


4767 Nexus Centre Drive San Diego, California				92121
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (858) 646-8300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~Agreement~~As previously disclosed, on September 16, 2018, Senomyx, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Firmenich Incorporated, a Delaware corporation (“Parent”), and Sentry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”).

~~On September~~Pursuant to the Merger Agreement, on October 164, 2018, ~~Senomyx,~~Purchaser ~~Inc.,~~commenced a ~~Delaware~~tender ~~corporation~~offer (to acquire all of the “outstanding shares of common stock of the Company”, or$0.001 par value per share (the “~~Senomyx~~Shares”), ~~entered~~at ~~into~~a anpurchase ~~Agreement~~price ~~and~~of ~~Plan~~$1.50 ofper ~~Merger~~Share in cash (the “~~Merger~~Offer ~~Agreement~~Price”), ~~with~~without ~~Firmenich Incorporated,~~any ainterest ~~Delaware~~thereon ~~corporation~~and less ~~(“Parent”)~~applicable withholding taxes, upon the terms and ~~Sentry~~subject ~~Merger~~to ~~Sub~~the conditions set forth in the Offer to Purchase, ~~Inc.~~dated October 4, a2018 ~~Delaware~~(as ~~corporation~~amended ~~and~~or asupplemented ~~wholly~~from ~~owned~~time ~~subsidiary~~to oftime, ~~Parent~~the (“~~Purchaser~~Offer to Purchase”)., ~~The~~and ~~board~~in the ofrelated ~~directors~~Letter of ~~the~~Transmittal ~~Company~~(which, ~~has unanimously~~together ~~approved~~with the ~~Merger~~Offer ~~Agreement~~to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).

~~Pursuant~~On toNovember 2, 2018, Parent announced that the ~~Merger~~offering ~~Agreement,~~period ~~upon~~of the ~~terms~~Offer ~~and~~had ~~subject~~expired toat ~~the~~12:00 ~~conditions~~midnight, ~~thereof~~Eastern Time, on Friday, November 2, 2018 ~~Purchaser~~(one ~~will~~minute ~~commence~~after a11:59 ~~tender~~p.m., ~~offer~~Eastern Time, on November 1, 2018) (the “~~Offer~~Expiration Time”) noand ~~later~~that ~~than~~as ~~October 5,~~of ~~2018~~such time, tobased ~~acquire~~on ~~all~~the ofinformation provided by the ~~outstanding~~depositary ~~shares~~for ofthe ~~common~~Offer, ~~stock~~40,713,815 Shares (not including 208,282 Shares tendered by notice of guaranteed delivery for which Shares have not yet been delivered) were validly tendered and not validly withdrawn pursuant to the ~~Company,~~Offer ~~$0.001~~prior ~~par~~to ~~value~~the ~~per~~Expiration ~~share~~Time, (representing approximately 82.9% of the “outstanding Shares”) as of such time, atwhich aShares ~~purchase~~were ~~price~~sufficient ofto ~~$1.50~~have ~~per~~met ~~Share~~the inminimum ~~cash~~condition (of the “Offer ~~Price”),~~and ~~without~~to ~~interest~~enable ~~and~~the ~~subject~~Merger (as defined below) to ~~any~~occur ~~required~~under ~~withholding~~Delaware law without a vote of ~~taxes~~the Company’s stockholders. Purchaser accepted for payment all Shares validly tendered and not validly withdrawn prior to the Expiration Time.

~~The~~Following ~~obligation~~the completion of ~~Purchaser~~the toOffer, ~~purchase~~on November 2, ~~Shares~~2018, ~~tendered~~pursuant into the ~~Offer~~terms isof ~~subject to~~ the ~~conditions~~Merger ~~set~~Agreement ~~forth~~and in accordance with Section 251(h) of the ~~Merger~~General ~~Agreement,~~Corporation ~~including that~~Law of the ~~number~~State of ~~Shares~~Delaware, ~~validly~~Purchaser ~~tendered~~merged inwith ~~accordance~~and into the Company (the “Merger”), with the ~~terms~~Company ofcontinuing as the ~~Offer~~surviving corporation and ~~not~~a ~~validly~~direct ~~withdrawn,~~wholly ~~when~~owned ~~considered~~subsidiary ~~together~~of ~~with~~Parent. ~~all~~In ~~other~~the Merger, Shares ~~(if~~that ~~any)~~were ~~otherwise~~not ~~beneficially~~purchased ~~owned~~pursuant byto ~~Parent~~the orOffer ~~any~~(other ofthan ~~its~~Shares ~~wholly~~held ~~owned~~by ~~subsidiaries~~Parent, ~~(including~~ Purchaser), ~~would~~any ~~represent~~other ~~one~~direct ~~more~~or ~~than~~indirect ~~50%~~wholly owned subsidiary of Parent, the ~~total~~Company ~~number~~(or ofin ~~Shares~~the ~~outstanding~~Company’s attreasury) ~~the~~or ~~time~~by stockholders of the ~~expiration~~Company ofwho ~~the~~have ~~Offer~~perfected ~~(the~~their ~~“Minimum~~statutory ~~Condition”).~~rights ~~The~~of ~~Purchaser’s~~appraisal ~~obligation~~under toDelaware ~~consummate~~law) ~~the~~were ~~Offer~~converted isinto ~~not~~the ~~subject~~right to areceive ~~condition~~an ~~that~~amount ~~any~~in ~~financing~~cash beequal ~~received~~to bythe ~~Purchaser~~Offer ~~for~~Price (the ~~consummation~~“Merger ofConsideration”), ~~the~~without ~~transactions~~any ~~contemplated~~interest bythereon ~~the~~and ~~Merger~~less ~~Agreement~~any applicable withholding taxes.

~~Following~~Pursuant to the ~~completion~~Merger Agreement, each of the ~~Offer~~Company’s ~~and~~stock ~~subject~~options to (the ~~satisfaction~~“Company orOptions”) ~~waiver~~that ofwere ~~certain~~outstanding ~~conditions~~as ~~set~~of immediately ~~forth~~prior into the ~~Merger~~effective ~~Agreement, Purchaser~~time ~~will~~of ~~merge~~the ~~with~~Merger ~~and into~~ (the ~~Company,~~“Effective ~~with~~Time”) ~~the~~accelerated ~~Company~~and ~~surviving~~became asfully avested ~~wholly~~and ~~owned~~exercisable ~~subsidiary~~effective ofimmediately ~~Parent~~prior (to the ~~“Merger”).~~Effective ~~Purchaser~~Time ~~will~~and ~~effect~~have ~~the~~been ~~Merger~~cancelled ~~after~~and ~~consummation~~converted ofinto the right ~~Offer pursuant~~ to ~~Section 251(h)~~ ofreceive ~~the~~cash ~~Delaware~~in ~~General~~an ~~Corporation~~amount, ~~Law.~~less Atany ~~the~~applicable ~~effective~~withholding ~~time~~taxes, ofequal to the ~~Merger~~product of (i) the ~~“Effective~~total ~~Time”),~~number ~~the~~of Shares ~~not~~subject ~~purchased pursuant~~ to the ~~Offer~~vested ~~(other~~portion ~~than~~of ~~Shares~~such ~~held~~Company byOption ~~Parent,~~immediately ~~Purchaser,~~prior ~~any~~to ~~other direct~~the orEffective ~~indirect~~Time ~~wholly~~(taking ~~owned~~into ~~subsidiary~~account any acceleration of ~~Parent~~vesting), ~~the~~multiplied ~~Company~~by (~~or in~~ ii) the ~~Company’s~~excess, ~~treasury)~~if orany, ~~by stockholders~~ of (x) the ~~Company~~Merger ~~who~~Consideration ~~have~~over ~~perfected~~(y) the ~~their~~exercise ~~statutory~~price ~~rights~~payable ofper ~~appraisal~~Share under ~~Delaware~~such ~~law)~~Company ~~will~~Option. ~~each~~No beholder ~~converted~~of ~~into~~a ~~the~~Company ~~right to~~Option ~~receive~~that had an ~~amount~~exercise inprice ~~cash~~per Share that was equal to ~~the~~or ~~Offer~~greater ~~Price~~than (the “Merger Consideration~~”),~~ ~~without~~was ~~interest~~entitled ~~and~~to ~~subject~~any payment with respect to ~~any~~such ~~required~~cancelled ~~withholding~~Company ofOption ~~taxes~~before or after the Effective Time.

~~Each~~The oftotal ~~the~~consideration ~~Company’s~~paid ~~stock~~for ~~options (~~the ~~“Company~~Shares ~~Options”)~~in ~~that is outstanding as of immediately prior to~~ the ~~Effective~~ ~~Time~~Offer ~~shall accelerate~~ and ~~become~~the ~~fully~~Merger ~~vested~~was ~~and~~approximately ~~exercisable effective immediately prior to, and contingent upon, the Effective Time~~$73.6 million. AsThese ofamounts ~~the~~exclude ~~Effective~~fees ~~Time, each Company Option that is then outstanding~~ and ~~unexercised~~expenses ~~shall be~~related ~~cancelled and converted into the right~~ to ~~receive cash in an amount equal to~~ the ~~product~~Offer ofand ~~(i)~~ the ~~total~~Merger. ~~number~~Parent ofprovided ~~Shares~~Purchaser ~~subject~~with tosufficient ~~the~~funds ~~vested portion of such Company Option immediately prior~~ to ~~the~~purchase ~~Effective~~all ~~Time~~Shares ~~(taking~~accepted ~~into~~for ~~account~~payment ~~any acceleration~~in ~~of vesting), multiplied by (ii)~~ the ~~excess,~~offering ifperiod ~~any,~~ of ~~(x)~~ the ~~Merger~~Offer ~~Consideration~~and ~~over~~all ~~(y) the~~Shares ~~exercise~~purchased ~~price~~in ~~payable per Share under such Company Option. No holder of a Company Option that has an exercise price per Share that is equal to or greater than~~ the Merger ~~Consideration shall be entitled to any payment with respect to such cancelled Company Option before or after the Effective Time~~.

The ~~Merger~~foregoing ~~Agreement~~description ~~includes representations, warranties and covenants~~ of the ~~parties~~Merger ~~customary~~Agreement ~~for~~and athe ~~transaction~~related oftransactions ~~this~~does ~~nature.~~not ~~From~~purport ~~the date~~to ofbe ~~the~~complete ~~Merger~~and ~~Agreement~~is ~~until~~qualified ~~the~~in ~~earlier~~its ofentirety ~~the~~by ~~Effective~~reference to ~~Time and~~ the ~~termination~~full text of the Merger Agreement, ~~the~~a ~~Company~~copy ~~has~~of ~~agreed~~which tois ~~operate~~filed ~~its~~as ~~business~~Exhibit in2.1 ~~the ordinary course and has agreed~~ to ~~certain~~the ~~other~~Current ~~operating~~Report ~~covenants,~~on asForm 8-K ~~set~~filed ~~forth more~~by ~~fully in~~ the ~~Merger Agreement. The~~ Company ~~has~~with ~~also~~the ~~agreed~~SEC ~~not~~on toSeptember 17, ~~solicit~~2018, orand ~~initiate~~is ~~discussions~~incorporated ~~with~~herein by ~~any third party regarding acquisition proposals~~reference.

~~The~~Item Merger Agreement includes a remedy of specific performance for the Company, Parent and Purchaser. The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company to accept and enter into a definitive agreement with respect to an unsolicited superior offer, the Company will be required to pay a termination fee of an amount in cash equal to $3 ~~million (the “Termination Fee”)~~.01. ~~Any~~Notice ~~such termination~~ of ~~the~~Delisting ~~Merger Agreement~~or byFailure ~~the Company is subject~~ to ~~certain~~Satisfy ~~conditions, including the Company’s compliance with certain procedures set forth in the Merger Agreement and~~ a ~~determination~~Continued byListing ~~the~~Rule ~~board~~or ofStandard; ~~directors~~Transfer of the Company that the failure to take such action would be inconsistent with the board’s fiduciary duties to the Company’s stockholders under applicable law, payment of the Termination Fee by the Company and the execution of a definitive agreement by the Company with such third partyListing.

~~Support~~As ~~Agreement~~a result of the Merger, the Company no longer fulfills the listing requirements of the NASDAQ Global Select Market (“NASDAQ”). Accordingly, on November 2, 2018, at the Company’s request, NASDAQ filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of

~~Concurrent~~ ~~with~~1934, as amended (the ~~execution~~“Exchange ofAct”), on Form 25 to effect the ~~Merger~~delisting ~~Agreement,~~of shares of the Company’s ~~current~~common ~~directors~~stock ~~and~~from ~~named~~NASDAQ. ~~executive~~In ~~officers~~addition, ~~beneficial~~the ~~holders~~Company ofintends to ~~approximately~~file ~~2.52%~~with of the ~~outstanding~~SEC ~~Shares~~a inCertification ~~the~~on ~~aggregate,~~Form 15 ~~entered~~under ~~into~~the aExchange ~~tender~~Act ~~and~~requesting ~~support agreement (~~the ~~“Tender~~ ~~and~~Shares ~~Support~~be ~~Agreement”)~~deregistered ~~pursuant~~and tothat ~~which~~the ~~they~~Company’s ~~agreed~~reporting toobligations ~~tender~~under ~~such~~Sections ~~shares~~13(a) and in15(d) of the ~~Offer~~Exchange toAct be ~~made pursuant to the Merger Agreement~~suspended.

Item 83.0103. ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

OnThe ~~September~~disclosure ~~17,~~contained ~~2018,~~in ~~the~~Items ~~Company~~2.01 and 3.01 ~~Firmenich~~above ~~issued~~and in aItems 5.01 ~~joint~~and ~~press release announcing the execution of the Merger Agreement as described above~~5.03 Abelow ~~copy of the press release~~ is ~~attached as Exhibit 99.1 and~~ incorporated herein by reference.

~~Additional~~Item ~~Information~~5.01. Changes in Control of Registrant.

The ~~foregoing~~disclosure ~~descriptions~~contained ~~of the Merger Agreement and the Tender and Support Agreement are not complete and are qualified~~ in ~~their~~Item ~~entirety by reference to the Merger Agreement, which is attached as Exhibit~~ 2.101 toabove ~~this report and incorporated herein by reference and the Tender and Support Agreement, the form of which~~ is ~~attached as Exhibit 99.2 and~~ incorporated herein by reference.

~~The~~As ~~Merger~~a ~~Agreement~~result ~~and the Tender and Support Agreement, and the foregoing description~~ of ~~such agreement, have been included to provide investors and stockholders with information regarding~~ the ~~terms~~consummation of ~~such agreements. The assertions embodied in~~ the ~~representations~~Offer and ~~warranties contained in~~ the Merger, ~~Agreement~~on ~~are qualified by information in confidential disclosure schedules delivered by the Company to Parent and Purchaser in connection with the signing of the Merger Agreement. Moreover~~November 2, ~~certain representations and warranties in the Merger Agreement were made as of a specified date~~2018, ~~may be subject to~~ a ~~contractual standard~~change ofin ~~materiality~~control ~~different from what might be viewed as material to stockholders, or may have been used for the purpose~~ of ~~allocating risk between~~ the ~~parties~~Company ~~to the Merger Agreement~~occurred. ~~Accordingly,~~As ~~the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations~~ of the ~~actual~~Effective ~~state of facts and circumstances of the Company at the time they were made and should consider the information in the Merger Agreement in conjunction with the~~Time, ~~entirety of~~ the ~~factual disclosure about the~~ Company inbecame ~~the~~a ~~Company’s~~direct ~~public~~wholly ~~reports~~owned ~~filed~~subsidiary ~~with the SEC. Information concerning the subject matter~~ of ~~the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures~~Parent.

~~Notice~~Item to5.02. ~~Investors/Important~~Departure ~~Additional Information~~of ~~Filed~~Directors ~~with~~or ~~the~~Certain ~~U.S.~~Officers; ~~Securities~~Election ~~and~~of ~~Exchange~~Directors; ~~Commission~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~Pursuant ~~communication~~to isthe ~~not~~Merger ~~a recommendation~~Agreement, aneffective ~~offer~~as ~~to purchase or a solicitation~~ of anthe ~~offer~~Effective toTime, ~~sell~~on November 2, ~~shares~~2018, each of ~~Senomyx~~John ~~stock.~~Poyhonen, ~~Purchaser~~Kent ~~has~~Snyder, ~~not~~Stephen ~~commenced the Offer for Shares described above~~A. ~~Upon~~Block, ~~commencement~~Tom ~~of the Offer~~Erdmann, ~~Parent~~Mary ~~and~~Ann ~~Purchaser~~Gray, ~~will file with the U~~Ph.SD., ~~Securities~~Daniel ~~and~~E. ~~Exchange~~Stebbins ~~Commission (the “SEC”) a tender offer statement on Schedule TO~~ and ~~related~~Christopher ~~exhibits,~~J. ~~including~~Twomey anresigned ~~offer~~as toa ~~purchase,~~director ~~letter~~ of ~~transmittal,~~the Company and ~~other~~from ~~related~~any ~~documents.~~committees ~~Following commencement~~ of the ~~tender~~Company’s ~~offer,~~Board ~~Senomyx will file with the~~of ~~SEC~~Directors aon ~~solicitation/recommendation~~which ~~statement~~they onthen ~~Schedule 14D-9~~served. ~~Stockholders~~In ~~should~~addition, ~~read~~pursuant ~~the offer~~ to ~~purchase and solicitation/recommendation statement and~~ the ~~tender~~Merger ~~offer~~Agreement ~~statement on Schedule TO~~ and ~~related~~effective ~~exhibits~~as ~~when~~of ~~such~~immediately ~~documents~~after ~~are~~the ~~filed and~~Effective ~~become available~~Time, ason ~~they~~November 2, ~~will~~2018, ~~contain~~Matthew ~~important~~Furner, ~~information~~Douglas ~~about the tender offer~~J. ~~Stockholders~~Lucht ~~can obtain these documents when they are filed~~ and ~~become~~Jan ~~available~~Fink ~~free~~Call ofwere ~~charge~~appointed ~~from~~to the ~~SEC’s~~Board ~~website at www.sec.gov or by contacting the~~of ~~investor~~Directors ~~relations department~~ of ~~Senomyx at~~ the ~~email address included below~~Company.

~~Contact:~~Further, pursuant to the Merger Agreement, effective as of the Effective Time, on November 2, 2018, Matthew Furner became President of the Company, replacing John Poyhonen as President and Chief Executive Officer and principal executive officer of the Company, and Douglas J. Lucht became Vice President—Finance and Treasurer of the Company, replacing Dave Humphrey as Vice President, Chief Financial Officer and principal financial and accounting officer of the Company.

~~Senomyx~~Each of Matthew Furner, ~~Inc~~Douglas J. Lucht and Jan Fink Call is an officer of Parent. Biographical information for each of Matthew Furner, Douglas J. Lucht and Jan Fink Call was previously furnished to the Company and its stockholders by Parent and Purchaser and is set forth in Schedule A to the Offer to Purchase filed by Parent and Purchaser with the SEC on October 4, 2018, as subsequently amended and supplemented, which is incorporated by reference herein.

~~Dave~~Item ~~Humphrey~~ 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Vice~~Pursuant ~~President~~to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation of the Company was amended and ~~Chief~~restated ~~Financial~~to ~~Officer~~be in the form of the certificate of incorporation of the Company in effect immediately prior to the Effective Time, the text of which amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

1Pursuant to the Merger Agreement, effective as of the Effective Time, the bylaws of the Company were amended and restated to be in the form of the bylaws of the Company in effect immediately prior to the Effective Time, the text of which amended and restated bylaws is filed as Exhibit 3.2 to this Form 8-~~858-646-8305~~K and incorporated herein by reference.

dave.humphrey@senomyx.com

In addition to the solicitation/recommendation statement, Senomyx files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Senomyx at the SEC public reference room at 100 F Street, N.E., Washington, DC 201549. Please call the SEC at 1800-SEC-0330 for further information on the public reference room. Senomyx’s filings with the SEC are also available to the public from commercial document-retrieval services and the SEC’s website at www.sec.gov.

Forward-Looking Statements

This communication may contain certain forward-looking statements regarding Senomyx, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement, the possibility of any termination of the Merger Agreement, and the strategic and other potential benefits of the transaction. Completion of the Offer and Merger are subject to conditions, including satisfaction of a minimum tender condition, and there can be no assurance that those conditions can be satisfied or that the transactions described in this communication (the “Transactions”) will be completed or will be completed when expected. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the risk that not all conditions of the Offer or the Merger will be satisfied or waived; uncertainties regarding the two companies’ ability to successfully develop and market both new and existing products; uncertainties relating to the anticipated timing of filings

and approvals relating to the Transactions; uncertainties as to the timing of the Offer and Merger; uncertainties as to how many of Senomyx’s stockholders will tender their stock in the Offer; the possibility that competing offers will be made; the failure to complete the Offer or the Merger in the timeframe expected by the parties or at all; the outcome of legal proceedings that may be instituted against Senomyx and/or others relating to the Transactions; Senomyx’s ability to maintain relationships with employees or vendors; domestic and global economic and business conditions; and other risk factors described in Senomyx’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. The reader is cautioned not to unduly rely on these forward-looking statements. Any forward-looking statements in this communication are based on information known to Senomyx on the date of this announcement. Senomyx does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.

Number		Description
2.1*		Agreement and Plan of Merger, dated as of September 16, 2018, by and among Senomyx, Inc., Firmenich Incorporated and Sentry Merger Sub, Inc.
2.1		Agreement and Plan of Merger, dated as of September 16, 2018, by and among Senomyx, Inc., Firmenich Incorporated and Sentry Merger Sub, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2018).*
99.1		Joint Press Release of Senomyx, Inc. and Firmenich, dated September 17, 2018.
3.1		Seventh Amended and Restated Certificate of Incorporation of Senomyx, Inc.
99.2		Form of Tender and Support Agreement, dated as of September 16, 2018, by and among Firmenich Incorporated, Sentry Merger Sub, Inc. and named executive officers and directors of Senomyx, Inc.
3.2		Second Amended and Restated Bylaws of Senomyx, Inc.

* ~~Schedules~~Previously ~~omitted~~filed ~~pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.~~

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SENOMYX, INC.
Dated: September 17, 2018
Dated: November 2, 2018	By:	/s/ Douglas J. Lucht
	By:	/s/ John Poyhonen
	Name:	Douglas J. Lucht
		John Poyhonen
	Title:	Vice President – Finance
		President, Chief Executive Officer and Director

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