Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to
ensure that the information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (“Exchange
Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation of this Annual Report on Form 10-K,
our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, as of December 31, 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
Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act of 1934. Our internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter how well
designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Management is committed to continue monitoring our internal controls over financial
reporting and will modify or implement additional controls and procedures that may be required to ensure the ongoing integrity of our
consolidated financial statements.
With the participation of our Chief Executive Officer and Chief Financial
Officer, management conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 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.
Item 9B. Other Information.
Not Applicable.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
34
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item relating to our directors and
corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act for our 2022 Annual Meeting of Stockholders.
Item 11. Executive Compensation.
The information required by this Item relating to our directors and
corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act for our 2022 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item relating to our directors and
corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act for our 2022 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item relating to our directors and
corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act for our 2022 Annual Meeting of Stockholders.
Item 14. Principal Accounting Fees and Services.
The information required by this Item relating to our directors and
corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act for our 2022 Annual Meeting of Stockholders.
35
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Financial Statements and Schedules
1. Consolidated
Financial Statements are listed in the Index to Consolidated Financial Statements on page F-1 of this report.
2. All
schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted
because of the absence of the conditions under which they are required or because the information required is shown in the financial
statements or notes above.
(b) Exhibits
36
SENESTECH, INC.
INDEX TO EXHIBITS
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 17, 2020 (File no. 001-37941))
3.2
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S- 1, filed with the SEC on September 21, 2016 (File no. 333-213736))
4.1
Description of Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K/A, filed with the SEC on April 21, 2020 (File no. 001-37941))
4.2
Form of the Registrant’s Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on October 7, 2016 (File no. 333-213736))
4.3+
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 21, 2016 (File no. 001-37941))
4.4
Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on November 16, 2017 (File no. 333-221433))
4.5
Form of Underwriter’s Warrant, as amended (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 21, 2017 (File no. 001-37941))
4.6
Form of Restricted Stock Unit Notice and Agreement (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 17, 2020 (File no. 001-37941))
4.7
Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 20, 2018 (File no. 001-37941))
4.8
Form of Warrant issued to investors in Rights Offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018 (File no. 001-37941))
4.9
Form of Warrant issued to dealer-manager in Rights Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018 (File no. 001-37941))
4.10
Warrant Agency Agreement, dated August 13, 2018, between the Registrant and Transfer Online, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018 (File no. 001-37941))
4.11
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 17, 2019 (File no. 001-37941))
4.12
Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 28, 2020 (File no. 001-37941))
4.13
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 28, 2020 (File no. 001-37941))
4.14
Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2020 (File no. 001-37941))
4.15
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2020 (File no. 001-37941))
4.16
Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2020 (File no. 001-37941))
4.17
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2020 (File no. 001-37941))
4.18
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941))
4.19
Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941))
4.20
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941))
10.3+
SenesTech, Inc. 2018 Equity Incentive Plan, as amended, and forms of agreement thereunder (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020 (File no. 001-37941))
10.4+
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
37
10.7+
Employment Letter Agreement
by and between the Registrant and Kenneth Siegel dated May 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K, filed with the SEC on May 20, 2019 (File no. 001-37941))
10.8+
Employment Offer Letter
by and between the Registrant and Thomas Chesterman dated November 20, 2015 (incorporated by reference to Exhibit 10.9 to the Registrant’s
Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
10.9+
Employment Letter Agreement
by and between the Registrant and Kim Wolin dated January 28, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s
Registration Statement on Form S-1, filed with the SEC on February 13, 2020 (File no. 333-236302))
10.10+
Employment Letter Agreement
by and between the Registrant and Steven Krause, dated January 12, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s
Annual Report on Form 10-K/A, filed with the SEC on April 21, 2020 (File no. 001-37941))
10.11
Promissory Note, dated
April 15, 2020, by and between the Company and BMO Harris Bank National Association (incorporated by reference to Exhibit 10.1 to
the Registrant’s Current Report on Form 8-K, filed with the SEC on April 21, 2020 (File no. 001-37941))
10.14*
Lease by and between the Registrant and Pinnacle Campus Office-Retail, LLC, dated as of November 18, 2019
10.15
Standard Industrial/Commercial
Multi-Tenant Lease, between the Company and Duke Go PP, LLC, dated as of June 22, 2020 (incorporated by reference to Exhibit 10.4
to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020 (File no. 001-37941))
10.16
Form of Securities Purchase
Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on
July 17, 2019 (File no. 001-37941))
10.17
Form of Securities Purchase
Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on
January 28, 2020 (File no. 001-37941))
10.18
Form of Securities Purchase
Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on
March 6, 2020 (File no. 001-37941))
10.19
Form of Securities Purchase
Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on
April 24, 2020 (File no. 001-37941))
10.20
Form of Letter Agreement,
dated as of October 23, 2020, between the Company and the purchaser thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K, filed with the SEC on October 27, 2020 (File no. 001-37941))
10.21
Form of Securities Purchase
Agreement, dated as of January 27, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K, filed with the SEC on February 2, 2021 (File no. 001-37941))
10.22
Form of Registration Rights
Agreement, dated as of January 27, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form
8-K, filed with the SEC on February 2, 2021 (File no. 001-37941))
21.1*
List of Subsidiaries of the Registrant
23.1*
Consent of M&K CPAS, PLLC, independent registered public accounting firm
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1*
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS *
Inline XBRL Instance Document
101.SCH *
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase
Document
101.PRE *
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
101.DEF *
Inline XBRL Taxonomy Extension Definition Linkbase
Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
* Filed
herewith.
+ Indicates
a management contract or compensatory plan.
(c) Financial
Statement Schedules
None
Item 16. Form 10-K Summary.
Not applicable.
38
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SENESTECH, INC.
Date: March 29, 2022
By:
/s/
Kenneth Siegel
Kenneth
Siegel
Chief
Executive Officer
Date: March 29, 2022
By:
/s/
Thomas C. Chesterman
Thomas
C. Chesterman
Chief
Financial Officer and Treasurer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on March 29, 2022, on behalf of the registrant and in
the capacities indicated.
Signature
Title
/s/ Kenneth Siegel
Chief Executive Officer
Kenneth Siegel
(Principal Executive Officer)
/s/ Thomas C. Chesterman
Chief Financial Officer and Treasurer
Thomas C. Chesterman
(Principal Financial and Accounting Officer)
/s/ Jamie Bechtel
Chair of the Board
Jamie Bechtel
/s/ Marc Dumont
Director
Marc Dumont
/s/ Delphine Francois Chiavarini
Director
Delphine Francois Chiavarini
/s/ Phil Grandinetti
Director
Phil Grandinetti
/s/ K.C. Kavanagh
Director
K.C. Kavanagh
/s/ Jake Leach
Director
Jake Leach
/s/ Matthew K. Szot
Director
Matthew K. Szot
39