SenesTech, Inc. 10-Q

Item 1. Financial Statements SENESTECH, INC. CONDENSED BALANCE SHEETS (In thousands, except shares and per share data) September 30, December 31, 2021 2020 ASSETS (Unaudited) Current assets: Cash $ 11,083 $ 3,643 Accounts receivable trade, net 79 25 Prepaid expenses 581 178 Inventory 1,007 945 Deposits 22 28 Total current assets 12,772 4,819 Right to use asset-operating leases 551 665 Property and equipment, net 397 538 Total assets $ 13,720 $ 6,022 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term debt $ 49 $ 98 Accounts payable 267 404 Accrued expenses 550 292 Total current liabilities 866 794 Long-term debt, net - 673 Operating lease liability 562 671 Total liabilities 1,428 2,138 Commitments and contingencies (See note 12) - - Stockholders’ equity: Common stock, $ 0.001 par value, 100,000,000 shares authorized, 12,191,112 and 5,099,512 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively 12 5 Additional paid-in capital 122,294 108,119 Accumulated deficit ( 110,014 ) ( 104,240 ) Total stockholders’ equity 12,292 3,884 Total liabilities and stockholders’ equity $ 13,720 $ 6,022 The accompanying notes are an integral part of these financial statements. 1 SENESTECH, INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except shares and per share data) (Unaudited) For the Three Months For the Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Revenue: Grant revenue $ 24 $ - $ 24 $ - Sales 159 77 407 185 Total revenue 183 77 431 185 Cost of sales 106 41 275 106 Gross profit 77 36 156 79 Operating expenses: Research and development 514 380 1,424 902 Selling, general and administrative 1,816 1,568 5,173 5,040 Total operating expenses 2,330 1,948 6,597 5,942 Net operating loss ( 2,253 ) ( 1,912 ) ( 6,441 ) ( 5,863 ) Other income (expense): Interest income 2 - 5 2 Interest expense ( 2 ) ( 7 ) ( 10 ) ( 22 ) Payroll Protection Program loan forgiveness - - 650 - Other income - - 22 18 Total other income - ( 7 ) 667 ( 2 ) Net loss and comprehensive loss ( 2,253 ) ( 1,919 ) ( 5,774 ) ( 5,865 ) Deemed dividend-warrant price protection-revaluation adjustment - - - 414 Net loss attributable to common shareholders $ ( 2,253 ) $ ( 1,919 ) $ ( 5,774 ) $ ( 6,279 ) Weighted average common shares outstanding - basic and fully diluted 12,190,257 3,398,832 10,850,197 2,593,288 Net loss per common share - basic and fully diluted $ ( 0.18 ) $ ( 0.56 ) $ ( 0.53 ) $ ( 2.42 ) The accompanying notes are an integral part of these financial statements. 2 SENESTECH, INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except shares and per share data) (Unaudited) For The Three Months Ended September 30, 2020 and 2021 Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Equity (Deficit) Balance, June 30, 2020 3,398,832 $ 3 $ 105,117 $ ( 100,227 ) $ 4,893 Stock based compensation - - 162 - 162 Offering expenses for June, 2020 share offering - - ( 2 ) - ( 2 ) Net loss for the three months ended September 30, 2020 - - - ( 1,919 ) ( 1,919 ) Balance, September 30, 2020 3,398,832 $ 3 $ 105,277 $ ( 102,146 ) $ 3,134 Balance, June 30, 2021 12,185,496 $ 12 $ 122,073 $ ( 107,761 ) $ 14,324 Stock based compensation - - $ 213 - 213 Issuance of common stock upon exercise of warrants 5,616 - 8 - 8 Net loss for the three months ended September 30, 2021 - - - ( 2,253 ) ( 2,253 ) Balance, September 30, 2021 12,191,112 $ 12 $ 122,294 $ ( 110,014 ) $ 12,292 For The Nine Months Ended September 30, 2020 and 2021 Balance, December 31, 2019 1,414,671 $ 1 $ 98,433 $ ( 95,867 ) $ 2,567 Stock based compensation - - 453 - 453 Issuance of common stock, sold for cash, net 1,928,180 2 5,739 - 5,741 Issuance of common stock upon exercise of warrants 51,414 - 238 - 238 Issuance costs of common stock for services 4,543 - - - - Issuance of common stock for fractional shares-20-1 reverse split 24 - - - - Warrant antidilution price protection adjustment - - 414 - 414 Net loss for the nine months ended September 30, 2020 - - - ( 6,279 ) ( 6,279 ) Balance, September 30, 2020 3,398,832 $ 3 $ 105,277 $ ( 102,146 ) $ 3,134 Balance, December 31, 2020 5,099,512 $ 5 $ 108,119 $ ( 104,240 ) $ 3,884 Stock based compensation - - 550 - 550 Issuance costs of common stock for service 20,951 - - - Issuance of common stock, sold for cash, net 6,163,854 6 12,415 - 12,421 Issuance of common stock upon exercise of warrants 906,795 1 1,227 - 1,228 Payments for employee withholding taxes related to share based awards - - ( 17 ) - ( 17 ) Net loss for the nine months ended September 30, 2021 - - - ( 5,774 ) ( 5,774 ) Balance, September 30, 2021 12,191,112 $ 12 $ 122,294 $ ( 110,014 ) $ 12,292 The accompanying notes are an integral part of these financial statements. 3 SENESTECH, INC. CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) For the Nine Months Ended September 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 5,774 ) $ ( 5,865 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 229 219 Stock-based compensation 550 453 Paycheck Protection Program loan forgiveness ( 646 ) - Paycheck Protection Program loan accrued interest forgiveness ( 4 ) - Gain on sale of equipment ( 1 ) ( 18 ) (Increase) decrease in current assets: Accounts receivable - trade ( 54 ) ( 4 ) Accounts receivable - other - 123 Other assets 11 2 Prepaid expenses ( 403 ) ( 24 ) Inventory ( 62 ) 78 Increase (decrease) in current liabilities: Accounts payable ( 137 ) 179 Accrued expenses 258 ( 639 ) Net cash used in operating activities ( 6,033 ) ( 5,496 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash received on sale of property and equipment 1 44 Purchase of property and equipment ( 84 ) ( 48 ) Net cash provided by (used in) investing activities ( 83 ) ( 4 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issuance of common stock, net 12,421 5,741 Proceeds from the issuance of notes payable - 646 Repayments of notes payable ( 36 ) ( 44 ) Repayments of finance lease obligations ( 40 ) ( 62 ) Proceeds from the exercise of warrants 1,228 - Payment of employee withholding taxes related to share based awards ( 17 ) - Net cash provided by financing activities 13,556 6,281 NET CHANGE IN CASH 7,440 781 CASH AT BEGINNING OF PERIOD 3,643 1,936 CASH AT END OF PERIOD $ 11,083 $ 2,717 SUPPLEMENTAL INFORMATION: Interest paid $ 9 $ 22 Income taxes paid $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES: Forgiveness of accrual in warrant exercise $ - $ 238 Deemed dividend $ - $ 414 The accompanying notes are an integral part of these financial statements. 4 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) (Unaudited) Note 1 - Organization and Description of Business SenesTech, Inc. (referred to in this report as “SenesTech,” the “Company,” “we” or “us”) has developed and is commercializing a global, proprietary technology for managing animal pest populations, initially rat populations, through fertility control. Although there are myriad tools available to control rat populations, most rely on some form of lethal method to achieve effectiveness. Each of these solutions is inherently limited by rat species’ resilience and survival mechanisms as well as their extraordinary rate of reproduction. ContraPest®, our initial product, is unique in the pest control industry in attacking the reproductive systems of both male and female rats, which our field data shows results in a sustained reduction of the rat population. Rats have plagued humanity throughout history. They pose significant threats to the environment and to the health and food security of many communities. In addition, rodents cause extensive product loss and damage through consumption and contamination. Rats also cause significant damage to critical infrastructure by burrowing beneath foundations and gnawing on electrical wiring, insulation, fire proofing systems, electronics and equipment. The most prevalent solution to rat infestations is the use of increasingly powerful rodenticides. Although these solutions provide short term results, there are growing concerns about secondary exposure and bioaccumulation of rodenticides in the environment, as well as concerns about rodenticides that have no antidotes. The pest management industry and Pest Management Professionals (“PMPs”) are being asked for new solutions that are both effective and less toxic. Our goal is to provide customers with not only a solution to combat their most difficult rat problems, but also offer an effective, non-lethal option to serve customers that are looking to decrease or remove the amount of rodenticide used in their pest control programs. ContraPest is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide (“VCD”) and triptolide. ContraPest limits reproduction of male and female rats beginning with the first breeding cycle following consumption. ContraPest is being marketed for use in controlling Norway and roof rat populations. SenesTech began the registration process with the United States Environmental Protection Agency (the “EPA”) for ContraPest on August 23, 2015. On August 2, 2016, the EPA granted an unconditional registration for ContraPest as a Restricted Use Product (“RUP”), due to the need for applicator expertise for deployment. On October 18, 2018, the EPA approved the removal of the RUP designation. We believe ContraPest is the first and only non-lethal, fertility control product approved by the EPA for the management of rodent populations. In addition to the EPA registration of ContraPest in the United States, ContraPest must obtain registration from the various state regulatory agencies prior to selling in each state. We have received registration for ContraPest in all 50 states and the District of Columbia. The District of Columbia and 48 states have also approved the removal of the RUP designation. We expect to continue to pursue regulatory approvals and amendments to the existing U.S. registration for ContraPest to broaden the marketability and use of ContraPest, and if ContraPest begins to generate sufficient revenue, regulatory approvals for additional jurisdictions beyond the United States. In certain cases, our EPA and state registrations require completion of additional testing and certifications even though we have received approval for the product or its labelling. We continue to seek to comply with these requirements. The Company also continues to research and develop enhancements to ContraPest that align with our target verticals and other potential fertility control options for additional species. 5 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 1 - Organization and Description of Business – (continued) We were formed in July 2004 and incorporated in the state of Nevada. The Company subsequently reincorporated in the state of Delaware in November 2015. Our corporate headquarters and manufacturing site are in Phoenix, Arizona. On December 8, 2016, we went public and are currently traded on Nasdaq under the symbol SNES. On February 4, 2020, we amended our amended and restated certificate of incorporation to effect a 1-for-20 reverse split of our issued and outstanding shares of common stock. The accompanying condensed financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented. All issued and outstanding common stock, options and warrants exercisable for common stock, restricted stock units, preferred stock conversions to common stock and per share amounts contained in our condensed financial statements have been retrospectively adjusted. Going Concern Our financial statements as of September 30, 2021, December 31, 2020 and September 30, 2020 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm included in its opinion for the years ended December 31, 2020 and 2019 an explanatory paragraph referring to our net loss from operations and net capital deficiency and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. If we encounter continued issues or delays in the commercialization of ContraPest, our prior losses and expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern. There are no assurances that such financing, if necessary, will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through additional financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. Liquidity and Capital Resources Since our inception, we have sustained significant operating losses in the course of our research and development and commercialization activities and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under our former license agreement. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock. See Note 10 - Stockholders’ Deficit for a description of our public equity sales. We have also raised capital through debt financing, consisting primarily of convertible notes and government loan programs, and, to a lesser extent, payments received in connection with product sales, grants and licensing fees. Through September 30, 2021, we received net proceeds of $ 89.3 million from our sales of common stock, preferred stock and warrant exercises and issuance of convertible and other promissory notes, an aggregate of $ 1.7 million from licensing fees and an aggregate of $ 1.4 million in net product sales and grants. As of September 30, 2021, we had an accumulated deficit of $ 110.0 million and cash and cash equivalents of $ 11.1 million. 6 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 1 - Organization and Description of Business – (continued) Our ultimate success depends upon the outcome of a combination of factors, including: (i) successful commercialization of ContraPest and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of ContraPest and other products; (iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development; (v) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs. Based upon our current operating plan, we expect that cash and cash equivalents at September 30, 2021, in combination with anticipated revenue and additional sales of our equity securities, will be sufficient to fund our current operations for at least the next 12 months. We have evaluated and will continue to evaluate our operating expenses and will concentrate our resources toward the successful commercialization of ContraPest in the United States. However, if anticipated revenue targets and margin targets are not achieved or expenses are more than we have budgeted, we may need to raise additional financing before that time. If we need more financing, including within the next 12 months, and we are unable to raise necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern. In any event, we may require additional capital in order to fund our operating losses and research and development activities before we become profitable and may opportunistically raise capital. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts or discontinue operations. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of September 30, 2021, the Company’s operating results for the three and nine months ended September 30, 2021 and 2020, and the Company’s cash flows for the nine months ended September 30, 2021 and 2020. The accompanying financial information as of December 31, 2020 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 29, 2021. All amounts shown in these financial statements and accompanying notes are in thousands, except percentages and per share and share amounts. Note 2 - Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The significant estimates in the Company’s financial statements include the valuation of preferred stock, if issued, common stock and related warrants, and other stock-based awards. Actual results could differ from such estimates. 7 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 2 - Summary of Significant Accounting Policies – (continued) Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no material impact on net earnings, financial position or cash flows. Cash and Cash Equivalents The Company considers money market fund investments to be cash equivalents. The Company had cash equivalents in the form of money market fund investment of $ 10,493 and $ 1,500 at September 30, 2021 and December 31, 2020, respectively, included in cash as reported. Accounts Receivable-Trade Accounts receivable-trade consist primarily of receivables from customers. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $ 0 at September 30, 2021 and December 31, 2020. Inventories Inventories are stated at the lower of cost or market value, using the first-in, first-out convention. Inventories consist of raw materials, work in progress and finished goods. Raw materials are stocked to reduce the risk of impact on manufacturing for potential supply interruptions due to the COVID-19 pandemic or other supply chain interruptions and long lead times on certain ingredients. Components of inventory are: September 30, December 31, 2021 2020 Raw materials $ 941 $ 950 Work in progress 4 24 Finished goods 99 94 Total inventory 1,044 1,068 Less: Reserve for obsolete and revaluation ( 37 ) ( 123 ) Total net inventory $ 1,007 $ 945 Prepaid Expenses Prepaid expenses consist primarily of payments made for director and officer insurance, marketing services, rent, legal and inventory purchase deposits and seminar/trade show fees to be expensed in the current year. 8 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 2 - Summary of Significant Accounting Policies – (continued) Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Equipment held under finance leases are stated at the present value of minimum lease payments less accumulated amortization. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. The cost of leasehold improvements is amortized over the life of the improvement or the term of the lease, whichever is shorter. Equipment held under finance leases is amortized over the shorter of the lease term or estimated useful life of the asset. The Company incurs repair and maintenance costs on its major equipment, which are expensed as incurred. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require long-lived assets or asset groups to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated from the use of the asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, such as discounted cash flow models and the use of third-party independent appraisals. The Company has not recorded an impairment of long-lived assets since its inception. Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification 606 — Revenue from Contracts with Customers (“ASC 606”) . Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company recognizes revenue when product is shipped at a fixed selling price on payment terms of 30 to 120 days from invoicing. The Company recognizes other revenue earned from pilot studies, consulting and implementation services upon the performance of specific services under the respective service contract. The Company derives revenue primarily from commercial sales of products, net of discounts and promotions, as well as consulting and implementation services provided in conjunction with our product deployments. Research and Development Research, and development costs are expensed as incurred. Research and development expenses primarily consist of salaries and benefits for research and development employees, stock-based compensation, consulting fees, lab supplies, costs incurred related to conducting scientific trials and field studies, regulatory compliance costs, as well as manufacturing costs associated with process improvement and other research. Research and development expenses include an allocation of facilities related costs, including depreciation of equipment. 9 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 2 - Summary of Significant Accounting Policies – (continued) Stock-based Compensation Stock-based awards, consisting of stock options and restricted stock units expected to be settled in shares of the Company’s common stock, are recorded as equity awards. The grant date fair value of these awards is measured using the Black-Scholes option pricing model for stock options and grant date market value for restricted stock units. The Company expenses the grant date fair value of its stock-based awards on a straight-line basis over their respective vesting periods. The stock-based compensation expense recorded for the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 1 $ 2 $ 2 $ 7 Selling, general and administrative 213 160 548 446 Total stock-based compensation expense $ 214 $ 162 $ 550 $ 453 See Note 11 for additional discussion on stock-based compensation. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities and net operating loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability and if it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. The Company currently maintains a full valuation allowance against its deferred tax assets. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. Only those benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities are recognized. Based on its evaluation, the Company has concluded there are no significant uncertain tax positions requiring recognition in its financial statements. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There are no uncertain tax positions as of September 30, 2021 or December 31, 2020 and as such, no interest or penalties were recorded in income tax expense. 10 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 2 - Summary of Significant Accounting Policies – (continued) Comprehensive Loss Net loss and comprehensive loss were the same for all periods presented; therefore, a separate statement of comprehensive loss is not included in the accompanying financial statements. Loss Per Share Attributable to Common Stockholders Basic loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share attributable to common stockholders is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury stock and if-converted methods. For purposes of the computation of diluted loss per share attributable to common stockholders, common stock purchase warrants, and common stock options are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share attributable to common stockholders because their effect would be anti-dilutive given the net loss reported for the three and nine months ended September 30, 2021 and 2020. Therefore, basic and diluted loss per share attributable to common stockholders are the same for each period presented. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted loss per share attributable to common stockholders (in common stock equivalent shares): September 30, 2021 2020 Common stock purchase warrants 4,547,618 2,504,597 Restricted stock units 667 1,334 Common stock options 1,068,736 427,570 Total 5,617,021 2,933,501 Adoption of New Accounting Standard: The Company has considered all recently issued accounting pronouncements and has concluded that there are no recently issued accounting pronouncements that we believe may have a material impact on our unaudited condensed interim financial statements. Note 3 - Fair Value Measurements The Company issued common stock warrants to purchase shares of common stock in June of 2015 (see Note 9 - Common Stock Warrants and Common Stock Warrant Liability) that expired in June of 2020. These warrants contained a cash settlement provision that resulted in a common stock warrant liability that was revalued at the end of each reporting period. We valued these warrant derivatives at fair value. The accounting guidance for fair value, among other things, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The framework for measuring fair value consists of a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs 11 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 3 - Fair Value Measurements – (continued) to valuation techniques is briefly summarized as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques: A. Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. B. Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). C. Income approach: Techniques to convert future amounts to a single present amount based upon market expectations, including present value techniques, option-pricing and excess earnings models. The Company’s common stock warrant liabilities are classified as Level 3 because there is limited activity or less transparency around the inputs to valuation. Financial Instruments Not Carried at Fair Value The carrying amounts of the Company’s financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities. The estimated fair value of the convertible notes and other notes, not recorded at fair value, are recorded at cost or amortized cost which was deemed to estimate fair value. Note 4 - Credit Risk The Company is potentially subject to concentrations of credit risk in its accounts receivable. Credit risk with respect to receivables is limited due to the number of companies comprising the Company’s customer base, however the Company did identify a potentially uncollectable account at December 31, 2019 and maintained a reserve for this receivable balance of $ 123 . At December 31, 2020, the account was deemed uncollectable and offset against the reserve. The Company did not have any potentially uncollectable account at September 30, 2021 or December 31, 2020 and therefore, did not record a reserve for uncollectable accounts at September 30, 2021 or December 31, 2020. The Company does not require collateral or other securities to support its accounts receivable. 12 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 5 - Prepaid Expenses Prepaid expenses consist of the following: September 30, December 31, 2021 2020 Director, officer and other insurance $ 192 $ 18 NASDAQ fees 15 - Legal retainer 25 25 Marketing programs and conferences 300 106 Professional services retainer 13 8 Rent - 18 Engineering, software licenses and other 36 3 Total prepaid expenses $ 581 $ 178 Note 6 - Property and Equipment Property and equipment, net consist of the following: Useful September 30, December 31, Life 2021 2020 Research and development equipment 5 years $ 1,425 $ 1,397 Office and computer equipment (1) 3 years 762 733 Autos 5 years 54 54 Furniture and fixtures 7 years 41 41 Leasehold improvements * 113 283 Construction in progress 32 115 2,427 2,623 Less accumulated depreciation and amortization ( 2,030 ) ( 2,085 ) Total $ 397 $ 538 * Shorter of lease term or estimated useful life (1) In the three months ended and nine months ended September 30, 2021, the Company received net proceeds of less than $ 1 in the sale of research and development equipment resulting in gains on the sale of these assets of less than $ 1 . In the three months ended and nine months ended September 30, 2020, the Company received net proceeds of $ 0 and $ 44 in the sale of research and development equipment and office and computer equipment, respectively, resulting in a gain on the sale of these assets of $ 0 and $ 18 for the three months ended and nine months ended September 30, 2020, respectively. Depreciation and amortization expense was approximately $ 78 and $ 71 for the three months ended September 30, 2021 and 2020, respectively, and $ 229 and $ 219 for the nine months ended September 30, 2021 and 2020, respectively. 13 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 7 - Accrued Expenses Accrued expenses consist of the following: September 30, December 31, 2021 2020 Compensation and related benefits $ 513 $ 218 Board Compensation - 3 Personal property and franchise tax - 57 Legal services 22 - Other 15 14 Total accrued expenses $ 550 $ 292 Note 8 - Borrowings A summary of the Company’s borrowings, including finance lease obligations, is as follows: September 30, December 31, 2021 2020 Short-term debt: Current portion of long-term debt 49 98 Total short-term debt $ 49 $ 98 Long-term debt: Finance lease obligations $ 41 $ 79 Other promissory notes 8 692 Total 49 771 Less: current portion of long-term debt ( 49 ) ( 98 ) Total long-term debt $ - $ 673 Finance Lease Obligations Finance lease obligations at September 30, 2021 is for manufacturing equipment leased through ENGS Commercial Finance Co. This finance lease expires on April 18, 2022 and carries an interest rate of 11.4 %. Other Promissory Notes Also included in the table above is a note payable to Fidelity Capital for the financing of a computing fixed asset. This note expires on July 1, 2022 and carries interest rate of 13.3 %. On June 18, 2021, the Company received notification from BMO Harris Bank National Association as the lender in a promissory note pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), that a loan to the Company under this program in the amount of $ 646 was forgiven in full under the terms of the program. The forgiveness of this note and related interest was recorded as other income on the Condensed Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2021. 14 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability The table summarizes the common stock warrant activity as of September 30, 2021 as follows: Balance Balance Balance Issue Date Warrant Type Term Date Exercise Price December 31, 2019 Issued Exercised Expired December 31, 2020 Issued Exercised Expired September 30, 2021 2016 and prior Various Various-2020/2021 Various 17,059 - ( 9,375 ) ( 7,684 ) - - - - - November 21, 2017 Common Stock Offering Warrants November 21, 2022 $ 1.3659 (1) 143,501 - - 143,501 - ( 5,616 ) - 137,885 November 21, 2017 Dealer Manager Warrants November 21, 2022 $ 30.00 47,250 - ( 47,250 ) - - - - - - June 20, 2018 Warrant Reissue December 20, 2023 $ 36.40 56,696 - - - 56,696 - - - 56,696 August 13, 2018 Rights Offering Warrants July 25, 2023 $ 23.00 202,943 - - - 202,943 - ( 499 ) - 202,444 August 13, 2018 Dealer Manager Warrants August 13, 2023 $ 34.50 13,393 - - - 13,393 - - - 13,393 July 16, 2019 Dealer Manager Warrants July 11, 2024 $ 33.75 8,334 - - - 8,334 - - - 8,334 January 28, 2020 Registered Direct Offering July 28, 2025 $ 9.00 - 177,500 - - 177,500 - - - 177,500 January 28, 2020 Dealer Manager Warrants July 28, 2025 $ 10.00 - 13,315 - - 13,315 - - - 13,315 March 6, 2020 Registered Direct Offering September 8, 2025 $ 2.88 - 176,372 ( 176,372 ) - - - - - - March 6, 2020 Dealer Manager Warrants March 4, 2025 $ 3.76 - 13,228 - - 13,228 - - - 13,228 April 21, 2020 Dealer Manager Warrants April 21, 2025 $ 3.97 - 118,073 - - 118,073 - - - 118,073 April 24, 2020 Registered Direct Offering April 24, 2025 $ 3.05 - 1,574,308 ( 1,524,308 ) - 50,000 - - - 50,000 October 26, 2020 Private Warrant Inducement April 27, 2026 $ 1.73 - 1,700,680 1,700,680 - ( 700,680 ) - 1,000,000 October 26, 2020 Dealer Manager Warrants April 27, 2026 $ 2.16 - 85,034 85,034 - - - 85,034 February 2, 2021 Private Placement Agreement August 2, 2026 $ 2.216 - - - - - 2,194,427 2,194,427 February 2, 2021 Dealer Manager Warrants August 2, 2026 $ 2.848 - - - - - 329,164 329,164 March 23, 2021 Dealer Manager Warrants March 23, 2026 $ 2.50 - - - - - 148,125 148,125 489,176 2,582,697 4,547,618 (1) The initial exercise price of these warrants was $ 30.00 per share. Pursuant to antidilution price adjustment protection contained within these warrants, the initial exercise price of these warrants was adjusted downward to $ 29.40 on July 24, 2018, the record date of the Right’s Offering and downward to $ 19.00 per share on August 13, 2018. These warrants were further adjusted downward from $ 19.00 to $ 7.13 and to $ 2.1122 on January 28, 2020 and March 4, 2020, respectively, in connection with separate Registered Direct Offerings. These warrants were further adjusted downward from $ 2.1122 to $ 1.3659 on October 26, 2020 in connection with a Registered Direct Offering. These warrants are subject to further adjustment pursuant to antidilution price adjustment protection. 15 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) Outstanding Warrants As of September 30, 2021, we had 4,547,618 shares of common stock issuable upon exercise of outstanding common stock warrants, at a weighted-average exercise price of $ 3.987 per share. On November 21, 2017, the Company issued a total of 232,875 detachable common stock warrants issued with the second public offering of 293,000 shares of its common stock at $ 20.00 per share. The common stock warrant is exercisable until five years from the date of grant. The common shares of the Company’s stock and detachable warrants exist independently as separate securities. As such, the Company estimated the fair value of the common stock warrants, exercisable at $ 30.00 per share, to be $ 661 using a lattice model based on the following significant inputs: common stock price of $ 20.00 ; comparable company volatility of 73.8 %; remaining term 5 years; dividend yield of 0 % and risk-free interest rate of 1.87 %. The initial exercise price of these warrants was $ 30.00 per share, which adjusted downward to $ 29.40 on July 24, 2018, the record date of the Right’s Offering and downward to $ 19.00 per share on August 13, 2018, the date of the Rights Offering, pursuant to antidilution price adjustment protection contained within these warrants. The exercise price of the warrants was adjusted downward to $ 7.13 on January 28, 2020 in connection with a private placement of common stock. Per guidance of Accounting Standards Codification (“ASC”) 260, the Company recorded a deemed dividend of $ 285 on the 143,501 unexercised warrants that contained this antidilution price adjustment protection provision and was calculated as the difference between the fair value of the warrants immediately prior to downward exercise price adjustment and immediately after the adjustment using a Black Scholes model based on the following significant inputs: on January 28, 2020, common stock price of $ 7.90 ; comparable company volatility of 73.8 %; remaining term 2.82 years; dividend yield of 0 % and risk-free interest rate of 1.45 %. The exercise price of the warrants was adjusted downward to $ 2.1122 on March 4, 2020 in connection with a private placement of common stock. Per guidance of ASC 260, the Company recorded a deemed dividend of $ 129 on the 143,501 unexercised warrants that contained this antidilution price adjustment protection provision and was calculated as the difference between the fair value of the warrants immediately prior to downward exercise price adjustment and immediately after the adjustment using a Black Scholes model based on the following significant inputs: on March 4, 2020, common stock price of $ 2.88 ; comparable company volatility of 74.5 %; remaining term 2.71 years; dividend yield of 0 % and risk-free interest rate of 0.68 %. The exercise price of the warrants was adjusted downward to $ 1.3659 on October 26, 2020 in connection with an inducement offering of common stock. Per guidance of ASC 260, the Company recorded a deemed dividend of $ 22 on the 143,501 unexercised warrants that contained this antidilution price adjustment protection provision and was calculated as the difference between the fair value of the warrants immediately prior to downward exercise price adjustment and immediately after the adjustment using a Black Scholes model based on the following significant inputs: On October 26, 2020, common stock price of $ 1.47 ; comparable company volatility of 96.5 %; remaining term 2.08 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. On June 20, 2018, the Company entered into an agreement with a holder of 56,696 of the November 2017 warrants to exercise its original warrant representing 56,696 shares of common stock for cash at the $ 30.00 exercise price for gross proceeds of $ 1.7 million and the Company issued to holder a new warrant to purchase 56,696 shares of common stock at an exercise price of $ 36.40 per share. The new warrant did not contain the antidilution price adjustment protection that was contained within the exercised warrants. In June 2018, the Company recorded stock compensation expense of $ 1,700 representing the fair value of the of 56,696 inducement warrants issued. The Company estimated the fair value of the common stock warrants, exercisable at $ 36.40 per share, to be $ 1,700 using a Black Scholes model based on the following significant inputs: common stock price of $ 42.20 ; comparable company volatility of 72.6 %; remaining term 5 years; dividend yield of 0 % and risk-free interest rate of 2.8 %. Also, in June 2018, an additional 17,088 of the November 8, 2017 warrants that were in the money at the time of exercise, were exercised for gross proceeds of $ 513 . 16 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) On August 13, 2018, in connection with a Rights Offering of 267,853 shares of its common stock, the Company issued 267,853 warrants to purchase shares of its common stock at an exercise price of $ 23.00 per share. The Company estimated the fair value of the common stock warrants, exercisable at $ 23.00 per share, to be $ 3,600 using a Monte Carlo model based on the following significant inputs: common stock price of $ 18.80 ; comparable company volatility of 159.0 %; remaining term 5 years; dividend yield of 0 % and risk-free interest rate of 2.77 %. In connection with the closing of the Rights Offering, the Company issued a warrant to purchase 13,393 shares of common stock to Maxim Partners LLC, an affiliate of the dealer-manager of the Rights Offering. The Company estimated the fair value of the common stock warrants, exercisable at $ 34.50 per share, to be $ 169 using a using a Monte Carlo model based on the following significant inputs: common stock price of $ 18.80 ; comparable company volatility of 159.0 %; remaining term 5 years; dividend yield of 0 % and risk-free interest rate of 2.77 %. Common Stock Warrant Issued to Underwriter of Common Stock Offering In July 2019, the Company issued to H.C. Wainwright & Co., as placement agent, a warrant to purchase 8,334 shares of common stock at an exercise price of $ 33.75 per share as consideration for providing services in connection with a common stock offering in July 2019. The warrant was fully vested and exercisable on the date of issuance. The common stock warrant is exercisable until five years from the date of grant. The Company estimated the fair value of the common stock warrants, exercisable at $ 33.75 per share, to be $ 127 using a lattice model based on the following significant inputs: common stock price of $ 26.80 ; comparable company volatility of 133.3 %; remaining term 5 years; dividend yield of 0 % and risk-free interest rate of 2.07 %. Common Stock Warrants Issued in January and March 2020 Private Placements In January and March 2020, in separate private placements concurrent with registered direct offerings (collectively, the “2020 Registered Direct Offerings”) of shares of the Company’s common stock, the Company also issued warrants to purchase an aggregate of up to 353,872 shares of common stock to certain institutional and accredited investors that participated in the 2020 Registered Direct Offerings (the “2020 Warrants”). The warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder. Terms used but not otherwise defined herein will have the meanings given them in the warrants, attached as Exhibit 4.1 to our Form 8-K filed on January 28, 2020, and our Form 8-K filed on March 6, 2020. The warrants issued in January 2020 to purchase 177,500 shares of common stock have an exercise price of $ 9.00 per share, are exercisable after July 28, 2020 and will expire July 28, 2025. The Company estimated the fair value of the common stock warrants, exercisable at $ 9.00 per share, to be $ 813 using a Black Scholes model based on the following significant inputs: common stock price of $ 7.90 ; comparable company volatility of 73.8 %; remaining term 5 years; dividend yield of 0 % and risk-free interest rate of 1.53 %. The warrants issued in March 2020 to purchase 176,372 shares of common stock have an exercise price of $ 2.88 per share, are immediately exercisable and will expire September 8, 2025. The Company estimated the fair value of the common stock warrants, exercisable at $ 2.88 per share, to be $ 242 using a Black Scholes model based on the following significant inputs: common stock price of $ 2.35 ; comparable company volatility of 74.8 %; remaining term 5.5 years; dividend yield of 0 % and risk-free interest rate of 0.39 %. For so long as the 2020 Warrants remain outstanding, the exercise price and number of shares of common stock issuable upon exercise of the warrants are subject to adjustment as follows: (a) upon payment of a stock dividend or other distribution on a class or series of shares common stock, not including shares issued under this warrant; 17 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) (b) upon subdivision (by stock spilt, stock dividend, recapitalization, or otherwise) or combination (by reverse stock split or otherwise) of shares of common stock; or (c) upon the issuance of any shares of capital stock by reclassification of shares of the common stock. In the event that the Company declares or makes any dividend or other distribution of its assets to holders of its common stock, each 2020 Warrant holder will be entitled to participate in such distribution to the same extent that such holder would have participated therein if the holder had held the number of shares of common stock acquirable upon exercise of the 2020 Warrant. In the event of a Fundamental Transaction, as described in the 2020 Warrants and generally including the sale, transfer or other disposition of all or substantially all of our properties or assets; our consolidation or merger with or into another person or reorganization; a recapitalization, reorganization or reclassification in which our common stock is converted into other securities, cash or property; or any acquisition of our outstanding common stock that results in any person or group becoming the beneficial owner of 50 % of the voting power represented by our outstanding common stock, then the holders of the 2020 Warrants will be entitled to receive upon exercise of such warrants the kind and amount of securities, cash, assets or other property that the holders would have received had they exercised the 2020 Warrants immediately prior to such Fundamental Transaction. Subject to certain limitations, in the event of a Fundamental Transaction the 2020 Warrant holder may at its option require the Company or any Successor Entity to purchase such warrant from the holder by paying to the holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of the 2020 Warrant on the date of the consummation of the Fundamental Transaction. Any time that the Company grants, issues, or sells any securities pro rata to all of the record holders of the common stock (the “2020 Purchase Right”), each holder of 2020 Warrants will be entitled to acquire the aggregate amount of securities that the holder could have acquired if the holder had held the number of shares of common stock acquirable upon exercise of the applicable 2020 Warrant. However, to the extent that an exercise of a 2020 Purchase Right would exceed the Beneficial Ownership Limitation (defined below), then to such extent the 2020 Purchase Right will be held in abeyance until such time, if ever, that complete exercise of the 2020 Purchase Right would not exceed the Beneficial Ownership Limitation. After the Initial Exercisability Date (as defined in the 2020 Warrants), the 2020 Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise. If, at the time a holder exercises the 2020 Warrant (but not sooner than six months following the date of such warrant), a registration statement registering the issuance of the shares of common stock underlying the 2020 Warrants under the Securities Act is not then effective or available, nor is any current prospectus thereto available, and an exemption from registration under the Securities Act is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the number of shares of common stock determined according to a formula set forth in the 2020 Warrant. Limitations on Exercise . A holder (together with its affiliates) may not exercise any portion of the 2020 Warrants to the extent that the holder would own more than 4.99% of the outstanding common stock after exercise (the “Beneficial Ownership Limitation”), except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the Beneficial Ownership Limitation up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2020 Warrants. No fractional shares of common stock will be issued in connection with the exercise of a 2020 Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share. 18 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) Except as otherwise provided in the 2020 Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the 2020 Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, unless and until they exercise such warrants. Common Stock Warrants Issued in April 2020 Public Offering On April 24, 2020, in connection with a previously announced public offering of 145,586 Class A Units and 1,428,722 Class B Units, the Company issued warrants to purchase 1,574,308 shares of common stock to the participants in the public offering and have an exercise price of $ 3.05 per share (the “April 2020 Warrants”). These warrants are immediately exercisable and will expire April 24, 2025 . The Common Stock, Pre-Funded Warrants and Warrants sold in this Public Offering were offered and sold pursuant to a registration statement on Form S-1 (File No. 333-236302) initially filed with the SEC on February 7, 2020, as amended (“Registration Statement”), which was declared effective by the SEC on February 14, 2020. The Post-Effective Amendment No. 2 to the Registration Statement was declared effective by the SEC on April 21, 2020. The Company estimated the fair value of the common stock warrants, exercisable at $ 3.05 per share, to be $ 2,402 using a Black Scholes model based on the following significant inputs: common stock price of $ 2.40 ; comparable company volatility of 87.9 %; remaining term 5 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. Common Stock Warrants Issued to Placement Agent in 2020 Registered Direct Offerings and Private Placement In connection with the separate private placements concurrent with registered direct offerings of shares of the Company’s common stock in January and March 2020, the Company issued to H.C. Wainwright & Co., LLC, as placement agent, a warrant to purchase 13,228 shares of common stock and a warrant to purchase 13,313 shares of common stock. The warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. These warrants have substantially similar terms as the 2020 Warrants described above, except that the placement agent warrant issued in January 2020 has an exercise price of $ 10.00 per share, and the placement agent warrant issued in March 2020 has an exercise price of $ 3.7563 per share. The Company estimated the fair value of the common stock warrants issued in January, with an exercise price of $ 10.00 per share, to be $ 58 using a Black Scholes model based on the following significant inputs: common stock price of $ 7.90 ; comparable company volatility of 73.8 %; remaining term 5 years; dividend yield of 0 % and risk-free interest rate of 1.53 %. The Company estimated the fair value of the common stock warrants issued in March, with an exercise price of $3.7563 per share, to be $ 17 using a Black Scholes model based on the following significant inputs: common stock price of $ 2.35 ; comparable company volatility of 74.8 %; remaining term 5.5 years; dividend yield of 0 % and risk-free interest rate of 0.39 %. 19 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) In connection with the public offering of 145,586 Class A Units and 1,428,722 Class B Units on April 24, 2020, the Company issued to H.C. Wainwright & Co., LLC, as placement agent, warrants to purchase 118,073 shares of common stock. The warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. These warrants have substantially similar terms as the April 2020 Warrants described above, except that the placement agent warrant issued has an exercise price of $ 3.97 per share. The Company estimated the fair value of the common stock warrants issued in April, with an exercise price of $ 3.97 per share, to be $ 167 using a Black Scholes model based on the following significant inputs: common stock price of $ 2.40 ; comparable company volatility of 87.9 %; remaining term 5.5 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. Common Stock Warrants Issued in October 2020 Private Warrant Inducement In October 2020, in connection with an inducement agreement with an existing accredited investor to exercise 1,700,680 outstanding warrants (the “Original Warrants”) to purchase an equal number of shares of the Company’s common stock, the Company issued new unregistered warrants to purchase up to an aggregate of 1,700,680 shares of common stock at an exercise price of $ 1.725 per share. The warrants issued were immediately exercisable with an exercise period of five and one-half years from the date of issuance. The Original Warrants were issued on March 6, 2020 and on April 24, 2020. Pursuant to the Letter Agreement, the per share exercise price of the Original Warrants were reduced from $ 2.88 and $ 3.05 , respectively, to $ 1.725 . The Company estimated the fair value of the common stock warrants, exercisable at $ 1.725 per share, to be $ 1,806 using a Black Scholes model based on the following significant inputs: common stock price of $ 1.47 ; comparable company volatility of 96.5 %; remaining term 5.5 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. In connection with the private warrant inducement in October 2020 of 1,700,680 shares of the Company’s common warrants, the Company issued to H.C. Wainwright & Co., LLC, as placement agent, warrants to purchase 85,034 shares of common stock. These warrants have substantially similar terms as the 2020 Warrants described above, except that the placement agent warrant issued in October 2020 has an exercise price of $ 2.156 per share. The Company estimated the fair value of these common stock warrants, with an exercise price of $ 2.156 per share, to be $ 86 using a Black Scholes model based on the following significant inputs: common stock price of $ 1.47 ; comparable company volatility of 96.5 %; remaining term 5.5 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. Common Stock Warrants Issued in February 2021 Private Placement Agreement In February 2021, in connection with a private placement agreement with certain institutional and accredited investors, the Company issued common stock warrants to purchase up to an aggregate of 2,194,427 shares of common stock at an exercise price of $ 2.216 per share. The warrants were exercisable immediately and have an exercise period of five and one-half years from the date of issuance. The warrant holder may not exercise any portion of such holder’s warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. The Company estimated the fair value of the common stock warrants, exercisable at $ 2.216 per share, to be $ 3,052 using a Black Scholes model based on the following significant inputs: common stock price of $ 1.93 ; comparable company volatility of 95.6 %; remaining term 5.5 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. 20 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) Common Stock Warrants Issued to Placement Agent in February 2021 Private Placement Agreement In connection with the private placement in February 2021, the Company issued to H.C. Wainwright & Co., LLC, as placement agent, warrants to purchase up to 329,164 shares of Common Stock with an exercise price of $ 2.8481 per share. The warrants are exercisable immediately and have an exercise period of five and one-half years from the date of issuance. The Company estimated the fair value of these common stock warrants, with an exercise price of $ 2.8481 per share, to be $ 435 using a Black Scholes model based on the following significant inputs: common stock price of $ 1.93 ; comparable company volatility of 95.6 %; remaining term 5.5 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. Common Stock Warrants Issued to Placement Agent in March 2021 Registered Direct Offering On March 23, 2021, the Company consummated a registered direct offering with certain institutional investors and issued an aggregate of 1,975,000 shares of the Company’s common stock, par value $ 0.001 per share at a purchase price of $ 2.00 per share for gross proceeds to the Company of approximately $ 3.95 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. The 1,975,000 shares of Common Stock sold in the Offering were offered and sold pursuant to a prospectus, dated August 24, 2018, and a prospectus supplement, dated March 22, 2021, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-225712). In connection with the registered direct offering in March 2021, the Company issued to H.C. Wainwright & Co., LLC, as the placement agent, warrants to purchase up to 148,125 shares of Common Stock. The Placement Agent Warrants will be exercisable commencing six months following the date of issuance, expire five years following the date of sale and have an exercise price per share of $ 2.50 per share. The Placement Agent Warrants, and the shares of Common Stock issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. The Company estimated the fair value of these common stock warrants, with an exercise price of $ 2.50 per share, to be $ 181 using a Black Scholes model based on the following significant inputs: common stock price of $ 1.76 ; comparable company volatility of 100.8 %; remaining term 5 years; dividend yield of 0 % and risk-free interest rate of 0.31 %. Deemed Dividend Adjustment-Warrant Modified Terms Revaluation On March 3, 2020, the Company issued an aggregate of 51,414 common shares in a cashless exercise of 56,625 warrants issued in December 2016 and November 2017. Consideration for the exercise of these warrants was the full settlement of an outstanding litigation reserve of $ 238 . On October 26, 2020, in connection with the private warrant inducement with an existing accredited investor to exercise 1,700,680 Original Warrants, the Company agreed to modify the terms of the Original Warrants that were originally issued on March 6, 2020 and on April 24, 2020. Pursuant to the agreement, the per share exercise price of the Original Warrants were reduced from $ 2.88 and $ 3.05 , respectively, to $ 1.725 . Per recent proposed guidance of ASC 260, the Company determined that this was an exchange of the existing 1,700,680 warrants that were affected and the difference between the fair value of the warrants immediately prior to modification of terms and immediately after the adjustment was a cost of raising capital and was recorded as a reduction of equity. The difference between the fair value of the warrants immediately prior to modification of terms and immediately after the adjustment was calculated as $ 237 , using a Black Scholes model based on the following significant inputs: On October 26, 2020: common stock price of $ 1.47 ; comparable company volatility of 96.5 %; remaining term 4.5 -4. 8 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. 21 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 10 - Stockholders’ Deficit Capital Stock The Company was organized under the laws of the state of Nevada on July 27, 2004 and was subsequently reincorporated under the laws of the state of Delaware on November 10, 2015. In connection with the reincorporation, as approved by the stockholders, the Company changed its authorized capital stock to consist of (i) 100 million shares of common stock, $.001 par value, and (ii) 2 million shares of preferred stock, $ 0.001 par value, designated as Series A convertible preferred stock. In December 2015, the Company amended its Certificate of Incorporation to change its authorized capital stock to provide for 15 million authorized shares of preferred stock of which 7,515,000 was designated as Series B convertible preferred stock, par value $.001 per share. Prior to November 10, 2015, the Company’s authorized capital stock consisted of 100 million shares of common stock, $.001 par value, and 10 million shares of preferred stock, $.001 par value. Common Stock The Company had 12,191,112 and 5,099,512 shares of common stock issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. During the nine months ended September 30, 2021, the Company issued 7,091,600 shares of common stock as follows: ● an aggregate of 4,388,854 shares in connection with a private placement offering and exercise of pre-funded warrants issued in connection with the offering, generating net proceeds to the Company in February 2021 of approximately $ 8,898 , as further described below; ● an aggregate of 1,975,000 shares in connection with a registered direct offering generating net proceeds to the Company in March 2021 of approximately $ 3,523 , as further described below; ● an aggregate of 706,795 shares in connection with the exercise of common stock warrants in March, June and July 2021, generating net proceeds to the Company of approximately $ 1,228 , as further described below; and ● an aggregate of 20,951 shares for service as a result of the vesting of restricted stock units. Public Offerings and Registered Direct Offerings On February 2, 2021, the Company consummated a private placement agreement with certain institutional and accredited investors and issued an aggregate of 3,968,854 shares of its common stock, par value $ 0.001 per share at a purchase price of $ 2.2785 per share, pre-funded warrants to purchase up to an aggregate of 420,000 shares of common stock at a purchase price of $ 2.2775 per pre-funded warrant and associated warrants to purchase up to an aggregate of 2,194,427 shares of common stock, for gross proceeds of approximately $ 10.0 million, prior to deducting placement agent fees and offering expenses. At March 29, 2021, all 420,000 pre-funded shares had been distributed. In connection with the offering, we issued the placement agent warrants to purchase up to 329,164 shares of Common Stock with an exercise price of $2.8481 per share. On March 23, 2021, the Company consummated a registered direct offering with certain institutional investors and issued an aggregate of 1,975,000 shares of the Company’s common stock, par value $0.001 per share at a purchase price of $2.00 per share for gross proceeds to the Company of approximately $3.95 million, pursuant to a prospectus, dated August 24, 2018, and a prospectus supplement, dated March 22, 2021, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-225712). 22 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 10 - Stockholders’ Deficit – (continued) In connection with the offering, we issued the placement agent warrants to purchase up to 148,125 shares of Common Stock at an exercise price per share of $ 2.50 per share. On March 19, 2021, June 22, 2021 and July 15, 2021, the Company issued an aggregate of 700,680, 499 and 5,616 shares of commons stock for the exercise of certain warrants, respectively. The net proceeds to the Company for these exercises was $ 1,228 . Note 11 - Stock-based Compensation Stock Options Stock options are generally issued with a per share exercise price equal to no less than fair market value of our common stock on the date of grant. Options granted under the 2018 Plan generally vest over a twelve- to 36-month period coinciding with their respective service periods. Options under the 2018 Plan generally have a term of five years . Certain stock options provide for accelerated vesting upon a change in control. As of September 30, 2021, the Company had 2,857,184 shares of common stock available for issuance under the 2018 Plan. The Company measures the fair value of stock options with service-based vesting criteria to employees, directors and consultants on the date of grant using the Black-Scholes option pricing model. The Black-Scholes valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk-free investments, and the expected dividend yield for the Company’s stock. The weighted-average assumptions used in the Black-Scholes option-pricing model used to calculate the fair value of options granted during the nine months ended September 30, 2021 were as follows: Expected volatility 96.5 % Expected dividend yield — Expected term (in years) 2.99 Risk-free interest rate 0.44 % The weighted average grant date fair value of options granted during the nine months ended September 30, 2021 was $ 0.98 per share, as per the table above. 23 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 11 - Stock-based Compensation – (continued) Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption was determined based on historical volatilities from traded options of biotech companies of comparable size and stability, whose share prices are publicly available. The expected term of options granted to employees is calculated based on the mid-point between the vesting date and the end of the contractual term according to the simplified method as described in SEC Staff Accounting Bulletin 110 because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its awards have been outstanding. For non-employee options, the expected term of options granted is the contractual term of the options. The risk-free interest rate is determined by reference to the implied yields of U.S. Treasury securities with a remaining term equal to the expected term assumed at the time of grant. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. The following table summarizes the stock option activity for the periods indicated as follows: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2020 496,471 $ 8.63 3.9 $ — Granted 575,565 $ 1.65 4.8 $ — Exercised — $ — — $ — Forfeited ( 3,300 ) $ — — $ — Expired — $ — — $ — Outstanding at September 30, 2021 1,068,736 $ 4.73 2.1 $ — Exercisable at September 30, 2021 519,125 $ 6.95 1.9 $ — (1) The aggregate intrinsic value in the table was calculated based on the difference between the estimated fair market value of the Company’s stock and the exercise price of the underlying options. The estimated stock values used in the calculation were $ 1.73 and $ 1.51 per share for the year ended December 31, 2020 and the nine months ended September 30, 2021, respectively. Restricted Stock Units The following table summarizes restricted stock unit activity for the nine months ended September 30, 2021: Number of Units Weighted Average Grant-Date Fair Value Per Unit Outstanding as of December 31, 2020 32,072 $ 2.01 Granted — $ — Vested ( 31,405 ) $ 1.97 Forfeited — $ — Outstanding as of September 30, 2021 667 $ 1.80 24 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 11 - Stock-based Compensation – (continued) The stock-based compensation expense was recorded as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 1 $ 2 $ 2 $ 7 Selling, general and administrative 213 160 548 446 Total stock-based compensation expense $ 214 $ 162 $ 550 $ 453 The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee. At September 30, 2021, the total compensation cost related to restricted stock units and unvested options not yet recognized was $ 782 , which will be recognized over a weighted average period of 32 months , assuming the employees and non-employees complete their service period required for vesting. Note 12 - Commitments and Contingencies Legal Proceedings The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. Lease Commitments In February 2012, the Company entered into an operating lease for its then corporate headquarters in Flagstaff, Arizona, which expired in December 2019. In December 2019, we extended the lease for only the manufacturing facilities located in Flagstaff, Arizona, occupying a total of 7,632 square feet of space. The lease for these manufacturing facilities expired in December 2020. On November 16, 2016, we leased an additional 1,954 square feet of manufacturing, research and development space, also in Flagstaff. This lease expired on November 15, 2018 but was extended for an additional 24 months, through November 2020. A subsequent amendment to the lease allows for the Company to cancel the lease at any time through the lease term with 30 days’ notice. The Company provided a 30-day cancellation notice effective February 2020. On December 1, 2019, we entered into a lease for our corporate headquarters in Phoenix, Arizona where we lease and occupy approximately 5,529 square feet of office space. This lease expires in November 2024. On August 1, 2020, we entered into a lease for our manufacturing and research facility in Phoenix, Arizona where we occupy approximately 5,105 square feet of manufacturing and warehouse space. This lease expires on November 30, 2024. We believe that our existing facilities are adequate and meet our current needs for business, manufacturing and research. 25 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 12 - Commitments and Contingencies – (continued) Rent expense was $ 166 and $ 202 for the nine months ended September 30, 2021 and 2020, respectively. The future minimum lease payments under non-cancellable operating lease and future minimum finance lease payments as of September 30, 2021 are follows: Years Ending December 31, Finance Leases Operating Lease 2021 14 48 2022 28 194 2023 - 198 2024 - 186 Total minimum lease payments $ 42 $ 626 Finance Leases Less: amounts representing interest (11.43%) $ 2 Present value of minimum lease payments 40 Less: current installments under finance lease obligations 40 Total long-term portion $ - Note 13 - Subsequent Events On October 7, 2021, the Company issued 16,171 shares of common stock in connection with the exercise of common stock warrants generating net proceeds to the Company of approximately $ 20 . COVID-19 The travel and other restrictions that began in March 2020 in response to the COVID-19 global pandemic resulted in a significant slowdown in our field studies and sales efforts. We were able to resume some projects by mid-year 2020, however, we still have delays on certain projects that might remain on hold until businesses and government entities return to more normal operations. These continued delays have impacted our results of operations and could impact our results in future quarters. In addition, extended stay at home orders and other social distancing initiatives severely limited our ability to communicate with current and potential commercial and governmental customers. While many restrictions were lifted during our second and third fiscal quarters of 2021, we have not returned to full scope pre-pandemic activities, and are uncertain as to when or if, with potential further restrictions, that may occur. The COVID-19 pandemic is also placing a significant budgetary burden on federal, state and local governments, which may impede or delay their ability to purchase our products. The Company has evaluated subsequent events from the balance sheet date through November 12, 2021, the date at which the financial statements were issued, and determined that there were no other items that require adjustment to or disclosure in the financial statements. 26