SenesTech, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, as of December 31, 2020, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management is committed to continue monitoring our internal controls over financial reporting and will modify or implement additional controls and procedures that may be required to ensure the ongoing integrity of our consolidated financial statements. With the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2020. In making this assessment, the Company used the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, (COSO). Based on this assessment, management has concluded that internal control over financial reporting was effective as of December 31, 2020 based on those criteria. This annual report does not include an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for smaller reporting companies and emerging growth companies. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. 33 PART III Item 10. Directors, Executive Officers and Corporate Governance. Executive Officers and Directors Set forth below is a list of the names, ages, positions and a brief account of the business experience of the individuals who serve as our current executive officers and directors. Name of Director Age Position Director Since Term Expires Kenneth Siegel 65 Chief Executive Officer and Director 2019 2022 (Class III) Thomas C. Chesterman 61 Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary N/A N/A Jamie Bechtel, JD, Ph.D 48 Chair of the Board and Director 2018 2021 (Class II) Delphine François Chiavarini 45 Director 2018 2021 (Class II) Marc Dumont 77 Director 2016 2023 (Class I) Steven Krause, Ph.D. 61 Executive Vice President, Sales and Marketing N/A N/A Matthew Szot 46 Director 2015 2022 (Class III) Phil Grandinetti 49 Director 2020 2021 (Class II)(1) K.C. Kavanagh 51 Director 2020 2022 (Class III)(1) Jake Leach 43 Director 2020 2023 (Class I)(1) Kim Wolin 65 Executive Vice President, Operations and Secretary N/A N/A (1) On November 5, 2020, the Board appointed Phil Grandinetti, K.C. Kavanagh and Jake Leach to serve on the Board as independent directors. Kenneth Siegel was appointed to our board of directors in February 2019 and appointed Chief Executive Officer in May 2019. Mr. Siegel has over 25 years of experience as an executive and senior leader of major corporations. From December 2016 to November 2018, Mr. Siegel served in key leadership roles at Diamond Resorts International Inc., a global vacation ownership company, most recently as President since March 2017. Prior to Diamond Resorts, he served as Chief Administrative Officer and General Counsel of Starwood Hotels & Resorts, a branded lifestyle hospitality company. An instrumental member of the Starwood leadership team, Mr. Siegel was intimately involved in Starwood’s emergence as an industry leader before its acquisition by Marriott International in 2016. Part of Mr. Siegel’s role included leading Starwood’s Corporate Social Responsibility Programs. He introduced industry-leading initiatives in sustainability, energy and water conservation and education. He implemented numerous programs to reduce the Company’s impact on the planet and became a passionate advocate for methods that could be both effective and environmentally sustainable. Prior to joining Starwood in 2000, Mr. Siegel spent four years as the Senior Vice President and General Counsel of Cognizant Corporation and its successor companies. Mr. Siegel has a bachelor’s degree from Cornell University and a juris doctorate degree from New York University. We believe that Mr. Siegel is qualified to serve as a member of our board of directors because of his experience and knowledge in all facets of corporate operations and governance, including business, operational, corporate finance, mergers and acquisitions, marketing and branding gained as a senior executive of major public corporations. Thomas Chesterman joined our company in September 2015 and has served as our Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary since December 2015. He has over 25 years of experience as the chief financial officer of a public company in the life science, technology and telecommunications industries. Most recently, he was the vice president and treasurer of General Communication Inc., a telecommunications company in Alaska, from 2013 to 2015. Previously, he was the chief financial officer of life science companies Bionovo Inc. from 2007 to 2012, Aradigm Corp. from 2002 to 2007 and Bio-Rad Laboratories, Inc. from 1996 to 2002. Mr. Chesterman is adept at a variety of capital market access techniques and has significant experience in developing the operational and financial infrastructures in companies to help support successful and rapid growth. Mr. Chesterman earned a bachelor’s degree from Harvard University and an M.B.A. from the University of California at Davis. 34 Steven Krause, Ph.D. joined our company in February 2020 as Executive Vice President, Sales and Marketing. Mr. Krause has over 25 years of experience in the agriculture and public health pest management markets worldwide. He has held a variety of positions in sales, marketing, and business management at Paramount Pest, Abbott Labs and Valent BioSciences Corporation, most recently serving from January 2014 until February 2020 as Director, Global Public Health and Forest Business Unit at Valent BioSciences Corporation, a provider of technologies and products for the agricultural, public health, forestry and household markets. Mr. Krause has significant experience integrating new biorational-based product solutions into operational programs. As a specialist in integrated pest management, he spearheaded a program with the World Health Organization to launch a new class of pesticide to the global B2B and B2G vector control markets. He is a recipient of Abbott’s Summit Award for sales excellence, and his team was recognized for halting transmission of the Zika virus in Miami with a Chicago Innovation Award 2017. Mr. Krause earned a BS from James Madison University, an MS from the University of Delaware, a Ph.D. from the University of Wisconsin and an MBA from Loyola University Chicago. Kim Wolin joined our company as a marketing technologist in May 2013, and in May 2014 was appointed executive vice president of operations. From January 2009 to May 2013, she was a vice president, branch sales and service manager of Sunwest Bank, a community bank located in Flagstaff, Arizona. From November 1996 to December 2009, Ms. Wolin held the positions of assistant vice president, branch manager and Licensed Financial Advisor at Wells Fargo Bank. She has owned and operated Creative Net Solutions, a website design and hosting business, since 1994. From 1984 to 1992, Ms. Wolin owned and operated Kodas Produce Market, a health food and organic produce store in Oakland, California. Ms. Wolin earned a bachelor’s degree in Psychology from the State University of New York at Buffalo in 1977. Jamie Bechtel, JD, Ph.D. was elected to the board of directors in January 2018. Dr. Bechtel is the co-founder and a board member of New Course, an organization focused on women-led conservation initiatives, and founder and chief executive officer of Kito Impact Foundation, a non-profit focused on integrating corporate social responsibility into small and medium sized businesses. Before founding Kito Impact Foundation and New Course, Dr. Bechtel worked for seven years at Conservation International, where she worked in over 20 countries including Costa Rica, Fiji, Mexico, and South Africa. Dr. Bechtel was also an advisor to the Clinton Global Initiative. Dr. Bechtel holds a Ph.D. from Boston University, a law degree from Boston College and a bachelor’s degree from Boston University. We believe that Dr. Bechtel is qualified to serve as a member of our board of directors because she is a highly regarded leader in international conservation, and her work has led to strategic advances in the fields of conservation, sustainable finance and biology. Delphine François Chiavarini was elected to the board of directors in June 2018. Ms. Chiavarini is vice president and general manager of U.S. at Moen, a faucet manufacturing company. She joined Moen in June 2017 and is responsible for developing strategies for profitable growth, increasing Moen’s market share and ensuring winning execution in the U.S. market. Before joining Moen, from August 2014 to June 2017, Ms. Chiavarini was senior vice president and general manager Food and Beverage North America at Ecolab, a global leader in water, hygiene and energy technologies and services that protect people and vital resources. She also held several executive positions with Newell Brands, where she was responsible for leadership in brand and business transformation through impactful P&L management, strategic planning and change management. Prior to Newell, Ms. Chiavarini spent time in sales and marketing in the luxury goods and retail sectors, spanning B2C and B2B in multiple geographies and categories. Ms. Chiavarini earned both a bachelor’s and a master’s degree from Audencia Business School in Nantes, France, and attended executive programs at The University of Chicago Booth School of Business and the Wharton School of the University of Pennsylvania. We believe that Ms. Chiavarini is qualified to serve as a member of our board of directors because of her experience developing strategies for profitable growth and her experience as an executive at multiple companies. Marc Dumont was elected to our board of directors in January 2016. Mr. Dumont is owner, chairman and chief executive officer of Chateau de Messey Wineries in Burgundy, France, a wine producer, a position he has held since March 1995. Mr. Dumont served as the president of PSA International SA (a PSA Peugeot Citroen Group company) from January 1981 to March 1995. Prior to that, he held various positions for Chrysler Corporation in Detroit, Mexico City and London. He is an international financial consultant and advisor for clients in Europe and Asia, as well as the United States. He has served as the chairman of Sanderling Ventures (a European affiliate of a U.S. venture capital firm) since 1996. In the past, Mr. Dumont has served as director of Finter Bank Zurich, Irvine Sensors Corporation and Novalog Corporation in Costa Mesa, CA, NUKO Information Systems Inc. in San Jose, CA, and Banque Internationale in Luxembourg, all of which were public companies. Mr. Dumont holds a degree in Electrical Engineering and Applied Economics from the University of Louvain, Belgium and an MBA from the University of Chicago. We believe Mr. Dumont is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, international business development and operations, and his experience as a past director of other public and private companies. 35 Matthew Szot was elected to our board of directors in December 2015 and has served as Chairman of our Audit Committee Chairman since then. Since March 2010, he has served as the chief financial officer of S&W Seed Company, a Nasdaq-listed agricultural seed technology company. Since September 2020, Mr. Szot has served on the board of directors and as Chairman of the Audit and Compensation committees of INVO Bioscience, Inc, a Nasdaq-listed medical device company. From June 2018 to August 2019, Mr. Szot served on the board of directors and as Chairman of the Audit Committee of Eastside Distilling, Inc. a Nasdaq-listed craft spirits company. From February 2007 until October 2011, Mr. Szot served as the chief financial officer for Cardiff Partners, LLC, a strategic consulting company that provided executive financial services to various publicly traded and privately held companies. From 2003 to December 2006, Mr. Szot served as chief financial officer and secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. From 1996 to 2003, Mr. Szot was a Certified Public Accountant with KPMG and served as an Audit Manager for various publicly traded companies. Mr. Szot has a Bachelor of Science degree in Agricultural Economics/Accountancy from the University of Illinois, Champaign-Urbana and is a Certified Public Accountant in the State of California. We believe that Mr. Szot is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, mergers and acquisitions, corporate governance, as well as other operational, financial and accounting matters gained as a past and present chief financial officer and director of other public and private companies. Julia Williams, M.D. was elected to our board of directors in August 2011. Since February 2019, she has been practicing in a critical access area in rural Arizona at Little Colorado Medical Center. Dr. Williams is also the founder and President of Humanitarian Efforts Reaching Out, or HERO, a non-profit 501(c)(3) organization that provides humanitarian services including medical and dental care, alternative power sources, solar cookers, vitamins, eyeglasses, nutritional support and animal care. HERO’s mission is to help build healthy sustainable communities in underdeveloped nations around the world. After retiring in March 2017 from 17 years of practice as an Emergency Department physician at Flagstaff Medical Center, she worked for TeamHealth, an American hospital staffing firm, doing interim work in subacute medicine from January 2018 through October 2018. Dr. Williams received her Doctor of Medicine from the University of Maryland School of Medicine and her Bachelor of Science from the University of Maryland. On November 5, 2020, Dr. Julia Williams notified the Company of her intention to resign from the Board and its Compensation Committee effective November 5, 2020. Dr. Williams will continue her involvement with the Company as a Director Emeritus with Board observer rights. We believe that Dr. Williams is qualified to serve as a member of our board of directors because of her medical and scientific background, commitment to and experience with animal care, and long commitment to our vision. K.C. Kavanagh was appointed to the board of directors by affirmative vote on November 5, 2020 . Ms. Kavanagh is a C-level communications leader. A current member of Bacardi Limited’s Global Leadership Team and formerly a member of the 12-person Senior Leadership Team of Starwood Hotels & Resorts, K.C. has significant experience leading global communications efforts across 150+ countries, including a deep understanding of emerging markets like China, India, and the Middle East. Ms. Kavanagh has led communications teams that have played an outsized role in influencing corporate culture, innovation, brand positioning, unit growth, and financial results. During her time at Starwood, Ms. Kavanagh was a key member of the M&A team and a leader of the Company’s integration team during a high-profile merger with Marriott International, delivering sensitive and transparent communications internally and externally. An experienced speechwriter and seasoned 24/7 crisis manager, she has managed global-scale crises, beginning with the events of 9/11, when she was tasked by Starwood’s Board to spearhead a new 60-person Crisis Management Team that strengthened protocols, operations, and communications globally. Adept at taking complex strategies and making them understandable and exciting across a diverse and global employee population, Ms. Kavanagh has helped create cultures that embrace change centered on technology, globalization, and lifestyle brands. We believe that Ms. Kavanagh is qualified to serve as a member of our board of directors because of her experience in communications, marketing, branding and public relations as well as her superior leadership skills. 36 Phil Grandinetti was also appointed to the board of directors by affirmative vote on November 5, 2020. Mr. Grandinetti co-founded WITHit after eight years as VP of Sales at LightWedge—a global e-book, e reader and tablet accessories brand. All told, Grandinetti has spent the last 18 years in a leadership role for consumer products companies, including serving as Sr. VP of Sales for GSM Products in Oceanside, CA. As co-founder of WITHit, he was instrumental in launching the company’s line of Wearable Tech Accessories in 2014. WITHit products are sold through the largest and most influential retailers in the US with retail partners including Walmart, Target, Best Buy, Sam’s Club, QVC, HSN, Kohl’s, and Barnes & Noble. Mr. Grandinetti joined GSM Products as the U.S. Director of Sales and was quickly promoted to VP of Worldwide Sales, leading the company into Canada, Mexico, U.K., and the Pacific Rim. Within a year, he was promoted again to Sr. VP Worldwide Sales. During his tenure at GSM, the company realized unprecedented growth under Grandinetti’s guidance. Mr. Grandinetti has a J.D. from the University of San Diego School of Law and is licensed in the State of California, as well as a B.A. from the University of Iowa in Economics and Political Science. We believe that Mr. Grandinetti is qualified to serve as a member of our board of directors because of his experience with retail sales and and marketing and the development and commercialization of new products. Jake Leach was also appointed to the board of directors by affirmative vote on November 5, 2020. As the Chief Technology Officer at Dexcom, Mr. Leach is responsible for the leadership of scientific research, engineering, product development, and project management. He oversees the development of next generation products and leads a large organization of people and his teams are responsible for delivering best in class glucose monitoring technology paired with an exceptional user experience. Mr. Leach joined Dexcom in March 2004 to lead the development of sensor electronics which were part of the first generation Dexcom system. He has served in various roles within Dexcom including Senior Vice President of R&D, Senior Director of R&D, and Manager of Engineering. From 1996 to 2004, Mr. Leach held positions in research and development at MiniMed and subsequently Medtronic Diabetes, focusing on the development of glucose sensing systems. Mr. Leach holds a Bachelor of Science degree in Electrical Engineering with a minor in Biomedical Engineering from the University of California, Los Angeles. We believe that Mr. Leach is qualified to serve as a member of our board of directors because of his R&D and innovative technology experience coupled with his commitment to quality and extensive knowledge of domestic and international regulatory requirements. Other Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K that we consider material to the evaluation of the ability and integrity of any director or executive officer. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC reports of ownership on Form 3 and changes in ownership on Form 4 and Form 5. Officers, directors and greater-than-10% stockholders are required by Commission regulations to furnish to us copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, forms filed electronically by the reporting person or written representations from certain reporting persons, we believe that all Section 16(a) filing requirements during the fiscal year ended December 31, 2020 were met in a timely manner by our officers, directors and greater-than-10% beneficial owners, except for the following: one late Form 3 report was filed in 2020 by Mr. Krause, two late Forms 4 reports were filed disclosing two transactions in 2020 by Mr. Dumont, one late Form 4 report disclosing one transaction in 2020 was filed by each of Ms. Bechtel, Ms. Chiavarini, Mr. Szot, and Ms. Williams. Audit Committee Our audit committee currently consists of Matthew Szot, who is the chair of the audit committee, Delphine François Chiavarini and Marc Dumont. The board of directors has designated Mr. Szot as an “audit committee financial expert” as defined under applicable SEC rules and has determined that Mr. Szot possesses the requisite “financial sophistication” under applicable Nasdaq rules. The board of directors has determined that, after consideration of all relevant factors, Mr. Szot qualifies as an “independent” director under applicable SEC and Nasdaq rules. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics in compliance with applicable rules of the SEC that applies to all of our directors, officers and other employees and consultants. A copy of this policy is available on our website at http://senestech.investorroom.com/ on the “Documents and Policies” page under the heading “Corporate Governance,” or free of charge upon written request to the attention of our Secretary, by regular mail at our principal executive offices, email to inquiries@senestech.com or fax at 928-526-0243. We will disclose, on our website, any amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the Code of Business Conduct and Ethics enumerated in applicable rules of the SEC. In addition, we have adopted a policy for research misconduct, which also applies to all officers, directors and employees. 37 Item 11. Executive Compensation. 2020 DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors during the year ended December 31, 2020. Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($) (2) Option Awards ($) (3) Total ($) Jamie Bechtel, JD, Ph.D (6) $ 112,588 $ - $ 59,001 $ 171,589 Delphine François Chiavarini $ 43,438 $ - $ 59,001 $ 102,439 Marc Dumont $ 27,500 $ - $ 33,000 $ 60,500 Matthew K. Szot $ 43,750 $ - $ 43,001 $ 86,751 Julia Williams, M.D. (5) $ 20,625 $ - $ 29,000 $ 49,625 Phil Grandinetti (4) $ - $ - $ 27,387 $ 27,387 K.C. Kavanagh (4) $ - $ - $ 16,302 $ 16,302 Jake Leach (4) $ - $ - $ 27,387 $ 27,387 (1) These cash awards represent one half of 2020-2021 cash compensation for board service to be provided through the Annual Meeting in June 2021 (as detailed below) that was paid in calendar year 2020. The annual award is paid in four equal payments on July 1, 2020, October 1, 2020, January 2, 2021 and April 1, 2021. Only two of these quarterly payments were made in calendar year 2020. The fees earned or paid in cash reflects a 25% voluntary reduction in the quarterly cash compensation paid on April 1, 2020 due to the COVID-19 pandemic. (2) The amounts in this column reflect the aggregate grant date fair value of stock awards, none of which were granted in 2020. As of December 31, 2020, there were no unvested restricted stock units (“ RSUs ”) held by non-employee directors. (3) The amounts in this column reflect the aggregate grant date fair value of option awards granted in 2020, determined in accordance with ASC 718. As of December 31, 2020, the total number of shares subject to outstanding stock options held by each non-employee director was as follows: Dr. Bechtel, 52,230; Ms. Chiavarini, 31,076; Mr. Dumont, 29,212; Mr. Szot, 36,320; Dr. Williams, 24,981; Mr. Leach, 27,046; Mr. Grandinetti, 27,046; and Ms. Kavanagh, 16,099. (4) Mr. Grandinetti, Ms. Kavanagh and Mr. Leach were appointed to the board of directors in November 2020 and did not receive any cash (prorated) compensation in 2020. Mr. Grandinetti and Mr. Leach both elected to receive their prorated compensation in option awards. (5) On November 5, 2020, Dr. Williams notified the Company of her intention to resign from the Board and its Compensation Committee effective November 5, 2020. Dr. Williams will continue her involvement with the Company as an uncompensated Director Emeritus with Board observer rights. Compensation reflected on the table above represents compensation prior to November 5, 2020. (6) Included in the $112,588 cash compensation paid to Ms. Bechtel is $50,400 paid to Kito Impact Foundation, of which Ms. Bechtel serves as chief executive officer, in fiscal year 2020 for consulting services. 38 Non-Employee Director Compensation Program On July 10, 2020, the board adopted a revised non-employee director compensation program (the “ Director Compensation Program ”) for providing cash and equity compensation to its non-employee directors for their service on the board and committees of the board. The components of the Director Compensation Program are as follows: Cash Compensation: Amount Annual general retainer for service on the Board $ 17,000 Annual general retainer for service on the Board-Chair $ 20,000 Incremental annual retainers for chair of committees: Audit $ 15,000 Compensation $ 15,000 Nominating and Corporate Governance $ 15,000 Commercialization Committee (1) $ - Incremental annual retainers for members of committees: Audit $ 5,000 Compensation $ 5,000 Nominating and Corporate Governance $ 5,000 Commercialization Committee (1) $ 5,000 Equity Compensation: Grant details (value of grant in $) Annual stock option grant for serving on the board $25,000 Annual stock option grant for serving on the board-Lead Director $20,000 Annual equity grants for serving as chair of committees: Audit $10,000 (Stock option) Compensation $10,000 (Stock option) Nominating and Corporate Governance $10,000 (Stock option) Commercialization Committee (1) $25,000(Stock option) Annual equity grants for serving as member of committees: Audit $4,000 (Stock option) Compensation $4,000 (Stock option) Nominating and Corporate Governance $4,000 (Stock option) Commercialization Committee (1) $4,000 (Stock option) (1) The Commercialization / Sales Committee was eliminated at the June 18, 2020 meeting but was reinstated as the Commercialization Committee on March 3, 2021. The options granted to non-employee directors pursuant to the Director Compensation Program will have an exercise price equal to the closing market price of the Company’s Common Stock on the date of grant. The options will vest in equal quarterly installments over a one-year period, and the options will expire on the fifth anniversary of the date of the grant. In addition, we reimburse non-employee directors for reasonable travel expenses for participation in board meetings and for travel conducted on behalf of our business. 39 EXECUTIVE OFFICER COMPENSATION As a smaller reporting company, we are not required to provide a separately-captioned “Compensation Discussion and Analysis” section. However, in order to provide a greater understanding to our stockholders regarding our compensation policies and decisions with respect to our “named executive officers” identified in the 2020 Summary Compensation Table below, we are including the following narrative disclosure to highlight salient portions of our executive compensation program. This narrative disclosure should be read in conjunction with the 2020 Summary Compensation Table below and the related tables that follow it. As a result of the challenges presented the impact of the coronavirus (or COVID-19) on the global economy and our business and financial results, salaries to certain of our executive officers were voluntarily reduced by 25% for part of calendar year 2020 as described below. A similar voluntary reduction was made to the cash retainers for non-employee directors as described under “2020 Director Compensation.” Compensation Philosophy and Processes Compensation for our executives and key employees is designed to attract and retain people who share our vision and values and who can consistently perform in such a manner that enables us to achieve our strategic goals. The compensation committee believes that the total compensation package for each of our executive officers is competitive with the market, thereby allowing us to retain executive talent capable of leveraging the skills of our employees and our unique assets in order to increase stockholder value. Our executive compensation programs are designed to (1) motivate and reward our executive officers, (2) retain our executive officers and encourage quality service, (3) incentivize our executive officers to appropriately manage risks while improving our financial results, and (4) align executive officers’ interests with those of our stockholders. Under these programs, our executive officers are rewarded for the achievement of Company objectives and the realization of increased stockholder value. The program seeks to remain competitive with the market while also aligning the executive compensation program with stockholder interests through the following types of compensation: (i) base salary; (ii) annual cash-based incentive bonuses; and (iii) equity-based incentive awards. Key Executive Compensation Objectives The compensation policies developed by the compensation committee are based on the philosophy that compensation should reflect both Company-wide performance, financial and operational performance, and the individual performance of the executive, including management of personnel under his or her supervision. The compensation committee’s objectives when setting compensation for our executive officers include: ● Setting compensation levels that are sufficiently competitive such that they will motivate and reward the highest quality individuals to contribute to our goals, objectives and overall financial success. This is done in part through reviewing and comparing the compensation of other companies in our peer group. ● Retaining executives and encouraging their continued quality service, thereby encouraging and maintaining continuity of the management team. Our competitive base salaries combined with cash and equity incentive bonuses, retirement plan benefits and the vesting requirements of our equity-based incentive awards, encourage high-performing executives to remain with the Company. ● Incentivizing executives to appropriately manage risks while attempting to improve our financial results, performance and condition. ● Aligning executive and stockholder interests. The compensation committee believes the use of equity compensation as a key component of executive compensation is a valuable tool for aligning the interests of our executive officers with those of our stockholders. Our compensation program is designed to reward superior performance of both the Company and of each individual executive and seeks to encourage actions that drive our business strategy. Our compensation strategy is to provide a competitive opportunity for senior executives, taking into account their total compensation packages. 40 Oversight of Executive Compensation The Role of the Compensation Committee in Setting Compensation . Our compensation committee determines the compensation of our executive officers other than that of our chief executive officer. The compensation committee also approves or makes recommendations to our board of directors regarding equity compensation under our 2018 Plan. The compensation committee reviews base salary levels for executive officers of our Company and approves raises and bonuses based upon the Company’s achievements, individual performance and competitive and market conditions. The compensation of the Chief Executive Officer is evaluated and recommended to the Board of Directors by the Nominating and Governance Committee. The Board of Directors has final authority to determine the compensation of the Chief Executive Officer. The Role of Executives in Setting Compensation. While the compensation committee does not delegate any of its functions to others in setting the compensation of senior management, it includes members of senior management in the compensation committee’s executive compensation process. We have asked each of our senior executives to annually provide us with input with regard to their goals for the coming year. These proposals include suggested Company-wide and individual performance goals. The individual goals include not only the goals of such executive but also goals of the employees for whom the executive is responsible. The compensation committee reviews these proposals with the executives and provides the committee’s perspective on them. The Role of Consultants in Setting Compensation. As the compensation committee deems necessary or helpful, it may retain the services of compensation consultants in connection with the establishment and development of our compensation philosophy and programs in the future. In fiscal year 2020 the compensation committee retained FW Cook, an independent compensation consultant, to assist it in its review of executive compensation. Compensation Risk Assessment As part of its risk assessment process, the compensation committee reviewed material elements of executive and non-executive employee compensation. The compensation committee concluded that these policies and practices do not create risk that is reasonably likely to have a material adverse effect on us. The structure of our compensation program for our executive officers does not incentivize unnecessary or excessive risk taking. The base salary component of compensation does not encourage risk taking because it is a fixed amount. The incentive plan awards have risk-limiting characteristics: ● Annual incentive awards to each of our executive officers are limited to the fixed maximum specified in the incentive plan; ● Annual incentive awards are based on a review of a variety of performance factors, thus diversifying the risk associated with any single aspect of performance; ● The compensation committee, which is composed of independent members of our board of directors, approves final incentive plan cash and stock awards in its discretion after reviewing executive and corporate performance; and ● The significant portion of long-term value is delivered in shares of our Company with a multi-year vesting schedule, which aligns the interests of our executive officers to the long-term interests of our stockholders. Elements of Compensation The material elements of the compensation program for our named executive officers include: (i) base salary; (ii) cash-based incentive bonuses; and (iii) equity-based incentive awards. Base Salaries. We provide each of our named executive officers with a base salary to compensate them for services rendered during the fiscal year and sustained performance. The purpose of the base salary is to reflect job responsibilities, value to the Company and competitiveness of the market. Salaries for our named executive officers are determined by the compensation committee, and for the CEO, recommended by the Nominating and Governance Committee to the board of directors, based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions; the expertise of the individual executive; and the competitiveness of the market for the executive’s services. Performance Cash-Based Incentive Bonuses . Our practice is to award cash-based incentive bonuses, based in part on the achievement of performance objectives or significant accomplishments as established by the compensation committee from time-to-time in its discretion. These performance objectives and significant accomplishments are, in part, developed in partnership with the executive and are discussed on an ongoing basis throughout the year. Equity-Based Incentive Awards. Our equity-based incentive awards are designed to align the interests of our employees and consultants, including our named executive officers, with those of our stockholders. Our compensation committee is responsible for approving equity grants. Vesting of the stock option and restricted stock unit awards is tied to continuous service with the Company and serves as an additional retention measure and long-term incentive. During 2020, Steven Krause, Ph.D. received an option grant for 25,000 shares per the terms of his employment agreement, which vests monthly over three years of continuous service. Mr. Siegel received an option grant for 101,965 shares and Mr. Chesterman received an option grant for 25,000 shares, each of which vests quarterly over three years of continuous service. 41 Key Compensation Decisions and Developments for Fiscal Year 2020 Following the completion of the 2020 fiscal year, each of our executive officers self-evaluated him or herself against his or her specific goals. The compensation committee also performed its own assessment. Based on the year-end assessments, the compensation committee elected not to grant our executive officers incentive bonuses for calendar year 2019. ● Base Pay . Pursuant to their respective employment agreements, the 2020 base salaries for our named executive officers were as follows: The amounts below were voluntarily reduced by 25%, except for Ms. Wolin between April 1, 2020 and June 30, 2020 to control costs in response to the COVID-19 pandemic: Kenneth Siegel Chief Executive Officer $ 275,000 Thomas C. Chesterman, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary $ 250,000 Kim Wolin Executive Vice President, Operations and Secretary $ 145,000 Steven Krause, Ph.D. Executive Vice President, Sales and Marketing $ 200,000 2020 Summary Compensation Table The following table sets forth the compensation earned during the past two fiscal years by (i) the person who served as our principal executive officer at the end of 2020; and (ii) the three most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of 2020 and whose total compensation for 2020 exceeded $100,000. Name and Position Fiscal Year Salary ($) (5) Cash Bonus ($) Stock Awards ($)(1) Option Awards ($)(2) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($)(3) Total ($) Kenneth Siegel 2020 $ 241,356 $ - $ - $ 127,477 $ - $ 4,896 $ 373,729 Chief Executive Officer (4) 2019 $ 182,573 $ - $ 5,350 $ 808,198 $ - $ 355 $ 996,476 Thomas Chesterman 2020 $ 217,083 $ - $ - $ 31,255 $ - $ 4,236 $ 252,574 Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary 2019 $ 250,000 $ - $ - $ 31,080 $ - $ 10,981 $ 292,061 Kim Wolin 2020 $ 76,910 $ - $ 60,554 $ - $ - $ 3,931 $ 141,395 Executive Vice President, Operations and Secretary 2019 $ 145,000 $ - $ - $ 24,864 $ - $ 3,575 $ 173,439 Steven Krause, Ph.D. 2020 $ 142,831 $ 85,000 $ - $ 41,325 $ - $ - $ 269,156 Executive Vice President, Sales and Marketing 2019 $ - $ - $ - $ - $ - $ - $ - (1) The amounts in this column reflect the aggregate grant date fair value of stock awards granted in 2020 and 2019, determined in accordance with ASC 718 for stock-based compensation. Assumptions used in the calculation of these award amounts are set forth in Note 11 (Stock-based Compensation) to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. (2) The amounts in this column reflect the aggregate grant date fair value of stock options granted in 2020, determined in accordance with ASC 718 for stock-based compensation. Assumptions used in the calculation of these award amounts are set forth in Note 11 (Stock-based Compensation) to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. (3) The amounts in this column reflect the payment by the Company of life insurance and disability insurance premiums pursuant to respective employment agreements. (4) Mr. Siegel was appointed to the board in February 2019 by our board to fill a vacancy. On May 15, 2019, Mr. Siegel was named Chief Executive Officer of the Company. $10,698 of the $182,573 salary above represented non-employee director compensation for his service as a board member. Stock awards with a grant date fair value of $5,350 as well as option grants with a $4,598 grant date fair value (of option grants totaling $808,198 in grant date fair value) were issued in Mr. Siegel’s role as a board member, prior to his commencement as Chief Executive Officer of the Company. All outstanding options granted in 2019 have exercise prices significantly in excess of the stock’s current fair market value. (5) The amounts in this column for 2020 salary, except for that of Ms. Wolin, reflects a 25% voluntary reduction in the quarterly cash compensation paid between April 1, 2020 and June 30, 2020, due to the COVID-19 pandemic 42 Outstanding Equity Awards at December 31, 2020 The following table sets forth all outstanding equity awards held by each of our named executive officers as of December 31, 2020. Equity Awards Name Number of securities underlying unexercised equity grants (#) exercisable Number of securities underlying unexercised equity grants (#) unexercisable Equity grant exercise price ($)(1) Equity grant expiration date Kenneth Siegel 415 - 17.08 2/14/2024 17,500 17,500 (2) 28.40 6/18/2024 16,994 84,971 (6) 1.80 7/31/2025 Thomas C. Chesterman 6,000 - 10.00 12/01/2025 1,042 1,458 (3) 19.96 9/20/2024 4,167 20,833 (6) 1.80 7/31/2025 Kim Wolin 1,000 - 10.00 7/3/2025 5,250 - 10.00 11/16/2025 833 1,167 (3) 19.96 9/20/2024 (4) 30,738 - N/A N/A Steven Krause, Ph.D. 5,556 19,444 (5) 1.97 4/28/2025 (1) The option exercise price is the closing price of our Common Stock on the grant date. (2) 1/12th of the option vested on August 16, 2019, and the remainder vests in equal 1/12th quarterly installments thereafter. (3) 1/12th of the option vested on December 20, 2019, and the remainder vests in equal 1/12th quarterly installments thereafter. (4) Represents a restricted stock unit award granted Ms. Wolin on July 23, 2020 that fully vests on April 29, 2021. (5) 1/36th of the option vested on May 28, 2020, and the remainder vests in equal 1/36th monthly installments thereafter. (6) 1/12th of the option vested on September 30, 2020, and the remainder vests in equal 1/12 th quarterly installments thereafter. Employment Agreements We have entered into agreements with our named executive officers, which include provisions regarding post-termination compensation. We do not have a formal severance policy or plan applicable to our executive officers as a group. Agreement with Kenneth Siegel. We entered into an employment letter agreement with Mr. Siegel on May 15, 2019, to serve as the Company’s Chief Executive Officer, effective May 16, 2019. Under the terms of the employment letter agreement, Mr. Seigel received an annual base salary of $275,000 and a one-time signing bonus of a stock option representing 35,000 shares of Common Stock, which vests quarterly over a three-year period and is subject to the terms and conditions of the Company’s 2018 Plan and standard form of option agreement. Mr. Siegel is also eligible to receive an annual incentive bonus with a target value equal to 50% of his annual base salary, payable in cash, subject to his achievement of performance objectives to be determined by the compensation committee or board of directors. In addition, after each full year of employment with the Company, subject to board approval, Mr. Siegel will receive an annual option grant (each, an “ Additional Option ”) valued at 35% of his then base salary, subject to such vesting terms as determined by the board in its discretion. The initial option and Additional Options that are granted to Mr. Siegel will remain exercisable for five years following the end of his continuous service with the Company. Mr. Seigel will also be eligible to participate in the standard benefits, vacation and expense reimbursement plans offered to similarly situated employees. Mr. Siegel entered into the Company’s standard form of indemnification agreement applicable to its directors and officers. 43 In the event of Mr. Siegel’s termination by the Company without Cause (as defined in the employment letter agreement) or if Mr. Siegel resigns for Good Reason (as defined in the employment letter agreement), Mr. Siegel will be entitled to severance benefits equal to 12 months’ continuation of his then base salary. In addition, the Company will reimburse Mr. Siegel for COBRA premiums in effect on the date of termination for coverage in effect for him and, if applicable, his spouse and dependent children on such date under the Company’s group health plan(s). Finally, the vesting of Mr. Siegel’s initial option and Additional Options will be accelerated such that he will be deemed vested in those shares subject to the options that would have vested in the 12-month period following his separation date had his employment not ended. Agreement with Mr. Chesterman . We entered into an employment offer letter with Mr. Chesterman dated November 20, 2015 to serve as our Chief Financial Officer. Pursuant to this agreement, we pay Mr. Chesterman a salary of $250,000 per year, and in accordance with the employment offer letter, Mr. Chesterman’s salary may be paid up 50% in stock options until we are in the financial position to pay the salary entirely in cash, to be determined by the Chief Executive Officer. In addition, Mr. Chesterman is eligible for a performance bonus, which amounts will be determined at least annually by mutual agreement based on achievement of personal and Company goals, and which will be targeted to be no less than $200,000 per year. Mr. Chesterman is entitled to accrue four weeks paid vacation and ten days of sick leave per calendar year and may participate in our standard benefits plans. Per the employment offer letter, on November 20, 2015, we granted Mr. Chesterman a stock option to purchase 6,000 shares of our Common Stock at an exercise price equal to $10.00 per share, which option vests over a four-year vesting schedule, with 1⁄48th of the option vesting monthly beginning on January 1, 2016, until such option is vested in full or Mr. Chesterman’s employment is terminated. Agreement with Ms. Wolin . We entered into an employment letter agreement with Ms. Wolin on January 28, 2020 to serve as our Executive Vice President of Operations, effective January 31, 2020. Pursuant to this agreement, Ms. Wolin is eligible to receive an annual salary of $75,000 per year. Ms. Wolin is also eligible to receive a restricted stock unit award having a value of $75,000, subject to approval by the compensation committee. The award will vest over one year, subject to accelerated vesting upon a termination of employment. Mr. Wolin remains subject to the terms of the Company’s confidential information and inventions assignment agreement. Agreement with Mr. Krause . We entered into an employment offer letter with Mr. Krause dated January 9, 2020 to serve as our Executive Vice President of Sales and Marketing. Pursuant to this agreement, we pay Mr. Krause a salary of $200,000 per year. In addition, Mr. Krause is eligible for a performance bonus, which amounts will be determined at least annually by mutual agreement based on achievement of personal and Company goals, and which is targeted at 25% of his base salary and stock option incentives as determined by performance against targets. Mr. Krause was also granted a one-time signing bonus in the amount of $25,000 that was paid in April of 2020 and a “foregone compensation bonus” of $60,000 that was paid in May 2020. Mr. Krause is entitled to accrue four weeks paid vacation and five days of sick leave per calendar year and may participate in our standard benefits plans. Per the employment offer letter, on April 28, 2020, we granted Mr. Krause a stock option to purchase 25,000 shares of our Common Stock at an exercise price equal to $2.44 per share, which option vests over a three-year vesting schedule, with 1⁄36th of the option vesting monthly beginning on May 28, 2020, until such option is vested in full or Mr. Krause’s employment is terminated. Insurance Premiums We pay 75% of premiums for medical insurance and dental insurance for all full-time employees, including our named executive officers. We also offer high deductible plan options that include a healthcare flexible spending account component for all full-time employees, including our named executive officers. These benefits are available to all full-time employees, subject to applicable laws. 44 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Employee Benefit Plans Equity Compensation Plan Information The following table presents certain information regarding our Common Stock that may be issued under our equity plans, including upon the exercise of options and vesting of RSUs granted to employees, consultants or directors as of December 31, 2020: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan category (a) (b) (c) Equity compensation plans approved by security holders 528,543 (1) $ 8.11 430,622 Equity compensation plans not approved by security holders - $ - - Total 528,543 (1) 8.11 430,622 (1) Amount includes 32,072 RSUs granted and unvested as of December 31, 2020. Options to purchase Common Stock and RSUs are outstanding under our 2018 Plan and options are outstanding under our 2015 Equity Incentive Plan (the “ 2015 Plan ”). The 2018 Plan was approved by our stockholders at our 2018 Annual Meeting of Stockholders and replaces our 2015 Equity Incentive Plan for purposes of new equity grants. The 2018 Plan enables us to grant options, restricted stock, RSUs and certain other equity-based compensation to our officers, directors, employees and consultants. On July 8, 2020, the Company’s stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock available for issuance under the 2018 Plan by 800,000 shares. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of March 10, 2021, information regarding beneficial ownership of our Common Stock by: ● each person, or group of affiliated persons, known by us to beneficially own more than 5% of the outstanding shares of Common Stock; ● each of our named executive officers; ● each of our directors; and ● all of our current executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. 45 The number of shares listed below under the heading “Total Shares Beneficially Owned” is the aggregate beneficial ownership for each stockholder and includes: ● Common Stock beneficially owned; ● Common Stock warrants exercisable; ● currently vested options and RSUs; and ● stock options and RSUs that are not currently vested but will become vested within 60 days of March 10, 2021. Of this total amount, the number of shares of Common Stock underlying options and RSUs that are currently vested and stock options and RSUs that are not currently vested but will become vested within 60 days after March 10, 2021 are deemed outstanding for the purpose of computing the percentage ownership of Common Stock outstanding beneficially owned by a stockholder, director or executive officer (the “ Deemed Outstanding Shares ”) and are also separately listed below under the heading “Number of Shares Issuable Upon Exercise of Warrants, Options and Vesting of RSUs Exercisable or Vested” but the Deemed Outstanding Shares are not treated as outstanding for the purpose of computing the percentage ownership of Common Stock outstanding beneficially owned by any other person. This table is based on information supplied by officers, directors, principal stockholders and filings made with the SEC. Percentage ownership is based on 9,488,366 shares of Common Stock outstanding as of March 10, 2021. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and dispositive power with respect to their shares of common stock, except to the extent authority is shared by spouses under community property laws. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o SenesTech, Inc., 23460 N 19 th Ave., Suite 110, Phoenix, AZ 85027. Number of Shares Issuable Upon Exercise of Warrants, Options and Vesting of RSUs Exercisable or Number of Vested Shares Beneficially as of March 10, Total Shares Beneficially Owned Name of Beneficial Owner Held 2021 Shares Percent 5% Owners: None Directors, Named Executive Officers and Executive Officers: Thomas C. Chesterman 494 13,500 13,994 * Jamie Bechtel 2,812 36,459 39,271 * Delphine François Chiavarini 1,314 23,956 25,270 * Marc Dumont (1) 7,420 23,188 30,608 * Kenneth Siegel 35,129 46,319 81,448 * Matthew K. Szot 4,657 28,470 33,127 * Julia Williams, M.D. (2) 10,003 19,687 29,690 * Steven Krause, Ph.D. - 8,333 8,333 * Kim Patrice Wolin 5,863 37,988 43,851 * Phil Grandinetti - 19,703 19,703 * K.C, Kavanagh - 11,000 11,000 * Phil Leach - 18,031 18,031 * All current executive officers and directors as a group (12 persons) (6) 67,692 286,634 354,326 3.7 % * Represents beneficial ownership of less than one percent (1%). (1) Includes shares of Common Stock held by Marc Dumont and Patrick Dumont, JTWROS, an affiliate of Mr. Dumont. (2) Includes shares of Common Stock held by Julia A. Williams MD Trust, an affiliate of Dr. Williams. 46 Item 13. Certain Relationships and Related Transactions, and Director Independence. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS For the fiscal years ended December 31, 2020 and December 31, 2019, we were not a party to any transactions that require disclosure under Item 404 of Regulation S-K. Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact they are or were serving in such capacity. We believe that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors, officers and employees. Furthermore, we have obtained director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us. Policies and Procedures for Transactions with Related Persons We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consent of our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons, in which the amount involved requires disclosure under Item 404 of Regulation S-K and such person would have a direct or indirect interest, must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In addition, if a related person transaction will compromise the independence of one of our directors, our audit committee may recommend that our board of directors reject the transaction if it could affect our ability to comply with securities laws and regulations or Nasdaq listing requirements. DIRECTOR INDEPENDENCE Generally, under the continued listing requirements and rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that Drs. Bechtel and Williams, Ms. Chiavarini and Ms. Kavanagh and Messrs. Dumont, Leach, Grandinetti and Szot are independent within the meaning of Nasdaq listing standards and that none of such directors has any relationship with the Company that would interfere with the exercise of their independent business judgment. The board also determined that Kenneth Siegel, our current Chief Executive Officer, is not independent. Accordingly, a majority of our directors are independent, as required under applicable Nasdaq rules. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Additionally, in determining the independence of Ms. Bechtel, the board of directors considered her position as the chief executive officer of Kito Impact Foundation, which received $50,400 from the Company in fiscal year 2020 for consulting services. There are no arrangements or understandings between any director or nominee and any other person or entity other than the Company pursuant to which the director or nominee receives compensation in connection with that person’s candidacy or service as a director. Our board of directors includes an audit committee, a compensation committee, a nominating and corporate governance committee and a commercialization committee. All of our committees are comprised solely of independent board members. 47 Item 14. Principal Accounting Fees and Services. Principal Accountant Fees and Services The aggregate fees billed by M&K for the years ended December 31, 2020 and 2019 for professional services described below are as follows: Year Ended December 31, 2020 2019 Audit fees (1) $ 50,330 $ 57,983 Audit-related fees (2) $ 26,500 $ 7,900 Tax fees $ - $ - All other fees $ - $ - Total fees $ 76,830 $ 65,883 (1) Includes audit fees related to professional services rendered in connection with the audit of our annual consolidated financial statements, the reviews of the consolidated financial statements included in each of our quarterly reports on Form 10-Q, and accounting services that relate to the audited consolidated financial statements and are necessary to comply with generally accepted auditing standards. (2) Includes audit-related fees related to attestation services rendered in connection with our 1) private placement offerings in January and March 2020, 2) a public offering in April 2020 and 3) a private warrant inducement in October 2020. Such services were reasonably related to the performance of M&K’s audit of our financial statements and not reported under the caption “Audit fees.” Pre-Approval Policies and Procedures We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our audit committee pre-approves all services to be provided by M&K and the estimated fees related to these services. All audit, audit-related, and tax services were pre-approved by the audit committee, which concluded that the provision of such services by M&K was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. Our pre-approval policies and procedures provide for the audit committee’s pre-approval of specifically described audit, audit-related, and tax services on an annual basis, but individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policies and procedures also require specific approval by the audit committee if total fees for audit-related and tax services would exceed total fees for audit services in any fiscal year. The policies and procedures authorize the audit committee to delegate to one or more of its members pre-approval authority with respect to permitted services. 48 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Financial Statements and Schedules 1. Financial Statements . The following consolidated financial statements are filed as part of this report under Item 8 of Part II, “Financial Statements and Supplementary Data.” A. Balance Sheets as of December 31, 2020 and 2019. B. Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2020 and 2019. C. Statements of Stockholders’ Equity for the years ended December 31, 2020 and 2019. D. Statements of Cash Flows for the years ended December 31, 2020 and 2019. 2. Financial Statement Schedules . Financial statement schedules not included herein have been omitted because they are either not required, not applicable, or the information is otherwise included herein. 3. Exhibits Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K). (b) Exhibits The exhibits listed in the accompanying Index to Exhibits are filed with this report or incorporated herein by reference. 49 SENESTECH, INC. INDEX TO EXHIBITS Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 17, 2020 (File no. 001-37941)) 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S- 1, filed with the SEC on September 21, 2016 (File no. 333-213736)) 4.1 Description of Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K/A, filed with the SEC on April 21, 2020 (File no. 001-37941)) 4.2 Form of the Registrant’s Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on October 7, 2016 (File no. 333-213736)) 4.3+ Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 21, 2016 (File no. 001-37941)) 4.4 Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on November 16, 2017 (File no. 333-221433)) 4.5 Form of Underwriter’s Warrant, as amended (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 21, 2017 (File no. 001-37941)) 4.6 Form of Restricted Stock Unit Notice and Agreement (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 17, 2020 (File no. 001-37941)) 4.7 Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 20, 2018 (File no. 001-37941)) 4.8 Form of Warrant issued to investors in Rights Offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018 (File no. 001-37941)) 4.9 Form of Warrant issued to dealer-manager in Rights Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018 (File no. 001-37941)) 4.10 Warrant Agency Agreement, dated August 13, 2018, between the Registrant and Transfer Online, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018 (File no. 001-37941)) 4.11 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 17, 2019 (File no. 001-37941)) 4.12 Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 28, 2020 (File no. 001-37941)) 4.13 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 28, 2020 (File no. 001-37941)) 4.14 Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2020 (File no. 001-37941)) 4.15 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2020 (File no. 001-37941)) 4.16 Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2020 (File no. 001-37941)) 4.17 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2020 (File no. 001-37941)) 4.18 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941)) 4.19 Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941)) 4.20 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941)) 10.1+ SenesTech, Inc. 2008 – 2009 Non-Qualified Stock Option Plan and form of agreement thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736)) 10.2+ SenesTech, Inc. 2015 Equity Incentive Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736)) 10.3+ SenesTech, Inc. 2018 Equity Incentive Plan, as amended, and forms of agreement thereunder (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020 (File no. 001-37941)) 10.4+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736)) 50 10.5+ Separation Agreement between the Registrant and Loretta P. Mayer, Ph.D., dated December 18, 2019 (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 17, 2020 (File no. 001-37941)) 10.6+ Separation Agreement between the Registrant and Cheryl A. Dyer, Ph.D., dated December 18, 2019 (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 17, 2020 (File no. 001-37941)) 10.7+ Employment Letter Agreement by and between the Registrant and Kenneth Siegel dated May 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 20, 2019 (File no. 001-37941)) 10.8+ Employment Offer Letter by and between the Registrant and Thomas Chesterman dated November 20, 2015 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736)) 10.9+ Employment Letter Agreement by and between the Registrant and Kim Wolin dated January 28, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on February 13, 2020 (File no. 333-236302)) 10.10+ Employment Letter Agreement by and between the Registrant and Steven Krause, dated January 12, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K/A, filed with the SEC on April 21, 2020 (File no. 001-37941)) 10.11 Promissory Note, dated April 15, 2020, by and between the Company and BMO Harris Bank National Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 21, 2020 (File no. 001-37941)) 10.12 Lease by and between the Registrant and Caden Court, LLC, dated as of December 20, 2011 and amendments thereto dated December 6, 2013 and February 27, 2014 (collectively, the “Caden Court Lease”) (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736)) 10.13 Lease Addendum #3 to the Caden Court Lease by and between the Registrant and Caden Court, LLC, dated as of December 20, 2019 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on February 13, 2020 (File no. 333-236302)) 10.14 Lease by and between the Registrant and Pinnacle Campus Office-Retail, LLC, dated as of November 18, 2019 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on February 13, 2020 (File no. 333-236302)) 10.15 Standard Industrial/Commercial Multi-Tenant Lease, between the Company and Duke Go PP, LLC, dated as of June 22, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020 (File no. 001-37941)) 10.16 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 17, 2019 (File no. 001-37941)) 10.17 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 28, 2020 (File no. 001-37941)) 10.18 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2020 (File no. 001-37941)) 10.19 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2020 (File no. 001-37941)) 10.20 Form of Letter Agreement, dated as of October 23, 2020, between the Company and the purchaser thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2020 (File no. 001-37941)) 10.21 Form of Securities Purchase Agreement, dated as of January 27, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941)) 10.22 Form of Registration Rights Agreement, dated as of January 27, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941)) 21.1* List of Subsidiaries of the Registrant 23.1* Consent of M&K CPAS, PLLC, independent registered public accounting firm 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 32.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith. + Indicates a management contract or compensatory plan. (c) Financial Statement Schedules None Item 16. Form 10-K Summary. Not applicable. 51 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SENESTECH, INC. Date: March 29, 2021 By: /s/ Kenneth Siegel Kenneth Siegel Chief Executive Officer Date: March 29, 2021 By: /s/ Thomas C. Chesterman Thomas C. Chesterman Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on March 29, 2021, on behalf of the registrant and in the capacities indicated. Signature Title /s/ Kenneth Siegel Chief Executive Officer Kenneth Siegel (Principal Executive Officer) /s/ Thomas C. Chesterman Chief Financial Officer and Treasurer Thomas C. Chesterman (Principal Financial and Accounting Officer) /s/ Jamie Bechtel Chair of the Board Jamie Bechtel /s/ Marc Dumont Director Marc Dumont /s/ Delphine Francois Chiavarini Director Delphine Francois Chiavarini /s/ Phil Grandinetti Director Phil Grandinetti /s/ K.C. Kavanagh Director K.C. Kavanagh /s/ Jake Leach Director Jake Leach /s/ Matthew K. Szot Director Matthew K. Szot 52