What changed in this filing

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Item 9A. Controls and Procedures

2022-03-29 compared with 2021-03-29 · 169 added, 1016 removed, 18 unchanged (99% of the section changed)

and Procedures.

of Disclosure Controls and Procedures

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

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.

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.

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.

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.

in Internal Control over Financial Reporting

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.

Executive Officers and Corporate Governance.

Officers and Directors

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

Kenneth Siegel

Chief Executive Officer and Director

2022 (Class III)

Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

Jamie Bechtel, JD, Ph.D

Chair of the Board and Director

2021 (Class II)

Delphine François Chiavarini

2021 (Class II)

2023 (Class I)

Steven Krause, Ph.D.

Executive Vice President, Sales and Marketing

2022 (Class III)

Phil Grandinetti

2021 (Class II)(1)

2022 (Class III)(1)

2023 (Class I)(1)

Executive Vice President, Operations and Secretary

(1) On November 5, 2020, the Board appointed Phil Grandinetti, K.C.

Kavanagh and Jake Leach to serve on the Board as independent directors.

Siegel was appointed to our board of directors in February 2019 and appointed Chief Executive Officer in May 2019.

has over 25 years of experience as an executive and senior leader of major corporations.

From December 2016 to November 2018,

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.

was intimately involved in Starwood’s emergence as an industry leader before its acquisition by Marriott International in

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.

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.

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.

1996 to 2002.

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.

Chesterman earned

a bachelor’s degree from Harvard University and an M.B.A.

from the University of California at Davis.

Krause, Ph.D.

joined our company in February 2020 as Executive Vice President, Sales and Marketing.

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.

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.

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.

Wolin joined our company as a marketing technologist in May 2013, and in May 2014 was appointed executive vice president of

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.

Wolin earned a bachelor’s degree in Psychology from the State University

of New York at Buffalo in 1977.

Bechtel, JD, Ph.D.

was elected to the board of directors in January 2018.

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.

Bechtel was also an advisor to the Clinton

Global Initiative.

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.

François Chiavarini was elected to the board of directors in June 2018.

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.

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.

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.

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.

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.

Dumont was elected to our board of directors in January 2016.

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.

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.

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.

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.

Szot was elected to our board of directors in December 2015 and has served as Chairman of our Audit Committee Chairman since

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

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.

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.

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.

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.

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.

Williams will continue her involvement with the Company as a Director Emeritus with Board observer

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.

Kavanagh was appointed to the board of directors by affirmative vote on November 5, 2020 .

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.

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.

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.

Grandinetti was also appointed to the board of directors by affirmative vote on November 5, 2020.

Grandinetti co-founded

WITHit after eight years as VP of Sales at LightWedge—a global e-book, e reader and tablet accessories brand.

Grandinetti has spent the last 18 years in a leadership role for consumer products companies, including serving as Sr.

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.

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.

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.

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.

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.

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.

Involvement in Certain Legal Proceedings

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.

Section 16(a) Reports

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

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.

Chiavarini, Mr.

Szot, and Ms.

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”

under applicable SEC rules and has determined that Mr.

Szot possesses the requisite “financial sophistication”

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.

of Business Conduct and Ethics

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.

Compensation.

DIRECTOR COMPENSATION

following table sets forth information regarding compensation earned by or paid to our non-employee directors during the year

ended December 31, 2020.

Bechtel, JD, Ph.D (6)

François Chiavarini

Williams, M.D.

Grandinetti (4)

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.

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.

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:

Bechtel, 52,230;

Chiavarini, 31,076;

Dumont, 29,212;

Szot, 36,320;

Williams, 24,981;

Leach, 27,046;

Grandinetti, 27,046;

Kavanagh, 16,099.

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.

Grandinetti and Mr.

Leach both elected to receive their prorated compensation in option awards.

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.

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.

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.

Director Compensation Program

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

The components of the Director Compensation Program are as follows:

Cash Compensation:

Annual general retainer for service on the Board

Annual general retainer for service on the Board-Chair

Incremental annual retainers for chair of committees:

Nominating and Corporate Governance

Commercialization Committee (1)

Incremental annual retainers for members of committees:

Nominating and Corporate Governance

Commercialization Committee (1)

Compensation:

(value of grant in $)

stock option grant for serving on the board

stock option grant for serving on the board-Lead Director

equity grants for serving as chair of committees:

(Stock option)

and Corporate Governance

(Stock option)

Commercialization

Committee (1)

$25,000(Stock

equity grants for serving as member of committees:

(Stock option)

and Corporate Governance

(Stock option)

Commercialization

Committee (1)

(Stock option)

Commercialization / Sales Committee was eliminated at the June 18, 2020 meeting but was

reinstated as the Commercialization Committee on March 3, 2021.

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.

addition, we reimburse non-employee directors for reasonable travel expenses for participation in board meetings and for travel

conducted on behalf of our business.

OFFICER COMPENSATION

a smaller reporting company, we are not required to provide a separately-captioned “Compensation Discussion and Analysis”

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.

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

A similar voluntary reduction was made to the cash retainers for non-employee directors as described under “2020

Director Compensation.”

Philosophy and Processes

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.

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.

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.

Executive Compensation Objectives

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:

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.

executives and encouraging their continued quality service, thereby encouraging and maintaining continuity of the management

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.

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.

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.

of Executive Compensation

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.

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.

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.

Risk Assessment

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.

structure of our compensation program for our executive officers does not incentivize unnecessary or excessive risk taking.

base salary component of compensation does not encourage risk taking because it is a fixed amount.

The incentive plan awards have

risk-limiting characteristics:

incentive awards to each of our executive officers are limited to the fixed maximum specified in the incentive plan;

incentive awards are based on a review of a variety of performance factors, thus diversifying the risk associated with any

single aspect of performance;

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;

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.

of Compensation

material elements of the compensation program for our named executive officers include:

(i) base salary;

(ii) cash-based incentive

and (iii) equity-based incentive awards.

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.

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.

performance objectives and significant accomplishments are, in part, developed in partnership with the executive and are discussed

on an ongoing basis throughout the year.

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.

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.

Compensation Decisions and Developments for Fiscal Year 2020

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.

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:

Chief Executive Officer

Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

Executive Vice President, Operations and Secretary

Krause, Ph.D.

Executive Vice President, Sales and Marketing

Summary Compensation Table

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

Awards ($)(1)

Awards ($)(2)

Incentive Plan

Compensation ($)

Kenneth Siegel

Chief Executive Officer (4)

Thomas Chesterman

Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

Executive Vice President, Operations and Secretary

Steven Krause, Ph.D.

Executive Vice President, Sales and Marketing

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.

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.

amounts in this column reflect the payment by the Company of life insurance and disability insurance premiums pursuant to

respective employment agreements.

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.

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

Equity Awards at December 31, 2020

following table sets forth all outstanding equity awards held by each of our named executive officers as of December 31, 2020.

Equity Awards

equity grants

unexercisable

Kenneth Siegel

Steven Krause, Ph.D.

option exercise price is the closing price of our Common Stock on the grant date.

of the option vested on August 16, 2019, and the remainder vests in equal 1/12th quarterly installments thereafter.

of the option vested on December 20, 2019, and the remainder vests in equal 1/12th quarterly installments thereafter.

a restricted stock unit award granted Ms.

Wolin on July 23, 2020 that fully vests on April 29, 2021.

of the option vested on May 28, 2020, and the remainder vests in equal 1/36th monthly installments thereafter.

of the option vested on September 30, 2020, and the remainder vests in equal 1/12 th quarterly installments thereafter.

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.

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.

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,

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.

Seigel will also be eligible to participate in the standard benefits, vacation and expense reimbursement plans offered to

similarly situated employees.

Siegel entered into the Company’s standard form of indemnification agreement applicable

to its directors and officers.

the event of Mr.

Siegel’s termination by the Company without Cause (as defined in the employment letter agreement) or if

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.

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.

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.

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&frasl;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.

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.

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.

Wolin remains subject to the terms of the Company’s confidential information and inventions assignment

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.

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.

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.

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.

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&frasl;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.

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.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Benefit Plans

Compensation Plan Information

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:

of securities to be issued upon exercise

of outstanding options, warrants and rights

average exercise

price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

compensation plans approved by security holders

Equity compensation

plans not approved by security holders

includes 32,072 RSUs granted and unvested as of December 31, 2020.

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.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth, as of March 10, 2021, information regarding beneficial ownership of our Common Stock by:

person, or group of affiliated persons, known by us to beneficially own more than 5% of the outstanding shares of Common Stock;

of our named executive officers;

of our directors;

of our current executive officers and directors as a group.

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.

number of shares listed below under the heading “Total Shares Beneficially Owned”

is the aggregate beneficial ownership

for each stockholder and includes:

Stock beneficially owned;

Stock warrants exercisable;

vested options and RSUs;

options and RSUs that are not currently vested but will become vested within 60 days of March 10, 2021.

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.

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.

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.

Shares Issuable

and Vesting of

Exercisable or

Shares Beneficially

Beneficially Owned

Name of Beneficial Owner

Directors, Named Executive Officers and Executive Officers:

Jamie Bechtel

Delphine François Chiavarini

Marc Dumont (1)

Kenneth Siegel

Julia Williams, M.D.

Steven Krause, Ph.D.

Kim Patrice Wolin

Phil Grandinetti

K.C, Kavanagh

All current executive officers and directors as a group (12 persons) (6)

beneficial ownership of less than one percent (1%).

shares of Common Stock held by Marc Dumont and Patrick Dumont, JTWROS, an affiliate of Mr.

shares of Common Stock held by Julia A.

Williams MD Trust, an affiliate of Dr.

Relationships and Related Transactions, and Director Independence.

RELATIONSHIPS AND RELATED TRANSACTIONS

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

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.

we have obtained director and officer liability insurance to cover liabilities our directors and officers may incur in connection

with their services to us.

and Procedures for Transactions with Related Persons

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.

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.

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.

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.

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.

Accounting Fees and Services.

Accountant Fees and Services

aggregate fees billed by M&K for the years ended December 31, 2020 and 2019 for professional services described below are

Ended December 31,

Audit-related

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.

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.”

Policies and Procedures

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.

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.

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

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.

Financial Statement Schedules.

Statements and Schedules

following consolidated financial statements are filed as part of this report under Item 8 of Part II, “Financial Statements

and Supplementary Data.”

Sheets as of December 31, 2020 and 2019.

of Operations and Comprehensive Income (Loss) for the years ended December 31, 2020 and 2019.

of Stockholders’

Equity for the years ended December 31, 2020 and 2019.

of Cash Flows for the years ended December 31, 2020 and 2019.

Statement Schedules .

statement schedules not included herein have been omitted because they are either not required, not applicable, or the information

is otherwise included herein.

are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of

Regulation S-K).

exhibits listed in the accompanying Index to Exhibits are filed with this report or incorporated herein by reference.

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.

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.

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.

of the Registrant’s Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment

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, 2021, 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, 2021.

Management’s Report on Internal Control Over Financial

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.

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, 2021.

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, 2021 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.

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, 2021, that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

Other Information.

Not Applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.