What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-13 compared with 2021-11-12 · 700 added, 837 removed, 376 unchanged (80% of the section changed)

1 unchanged sentence

SENESTECH, INC.

CONDENSED BALANCE SHEETS

BALANCE SHEETS

(In thousands, except shares and per share data)

September 30,

Current assets:

10 unchanged sentences

Total current liabilities

Long-term debt, net

Operating lease liability

2 unchanged sentences

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

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 12,212,283 and 12,207,283 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

2 unchanged sentences

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of

these financial statements.

See accompanying notes to financial statements.

SENESTECH, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except shares and per share data)

For the Three Months

For the Nine Months

Ended September 30,

Grant revenue

Total revenue

Ended March 31,

Cost of sales

7 unchanged sentences

Interest expense

Payroll Protection Program loan forgiveness

Total other income

Net loss and comprehensive loss

Deemed dividend-warrant price protection-revaluation adjustment

Net loss attributable to common shareholders

Weighted average common shares outstanding - basic and fully diluted

Net loss per common share - basic and fully diluted

The accompanying notes are an integral part of

these financial statements.

See accompanying notes to financial statements.

SENESTECH, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except shares and per share data)

For The Three Months Ended September 30, 2020 and 2021

For The Three Months Ended March 31, 2021 and

Stockholders'

Balance, June 30, 2020

$ ( 100,227 )

Stock based compensation

Offering expenses for June, 2020 share offering

Net loss for the three months ended September 30, 2020

Balance, September 30, 2020

$ ( 102,146 )

Balance, June 30, 2021

$ ( 107,761 )

Stock based compensation

Issuance of common stock upon exercise of warrants

Net loss for the three months ended September 30, 2021

Balance, September 30, 2021

$ ( 110,014 )

For The Nine Months Ended September 30, 2020 and 2021

Equity (Deficit)

Balance, December 31, 2020

$ ( 104,240 )

Stock-based compensation

Issuance of common stock, sold for cash, net

Issuance of common stock upon exercise of warrants

Issuance costs of common stock for services

Issuance of common stock for fractional shares-20-1 reverse split

Warrant antidilution price protection adjustment

Net loss for the nine months ended September 30, 2020

Balance, September 30, 2020

Issuance of common stock upon exercise of warrants, net

Issuance of common stock upon cashless exercise of warrants

Net loss for the three months ended March 31, 2021

Balance, March 31, 2021

$ ( 106,061 )

3 unchanged sentences

Issuance costs of common stock for service

Issuance of common stock, sold for cash, net

Issuance of common stock upon exercise of warrants

Payments for employee withholding taxes related to share based awards

Net loss for the nine months ended September 30, 2021

Balance, September 30, 2021

Net loss for the three months ended March 31, 2022

Balance, March 31, 2022

$ ( 114,840 )

The accompanying notes are an integral part of

these financial statements.

See accompanying notes to financial statements.

SENESTECH, INC.

CONDENSED STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

(In thousands)

For the Nine Months Ended

For the Three Months

Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

Stock-based compensation

Paycheck Protection Program loan forgiveness

Paycheck Protection Program loan accrued interest forgiveness

Gain on sale of equipment

(Increase) decrease in current assets:

Accounts receivable - trade

Accounts receivable - other

Prepaid expenses

4 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Cash received on sale of property and equipment

Purchase of property and equipment

Net cash provided by (used in) investing activities

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of common stock, net

Proceeds from the issuance of notes payable

Repayments of notes payable

1 unchanged sentence

Proceeds from the exercise of warrants

Payment of employee withholding taxes related to share based awards

Net cash provided by financing activities

Net cash (used in) provided by financing activities

NET CHANGE IN CASH

4 unchanged sentences

Income taxes paid

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Forgiveness of accrual in warrant exercise

Deemed dividend

The accompanying notes are an integral part of

these financial statements.

See accompanying notes to financial statements.

SENESTECH, INC.

3 unchanged sentences

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.

(referred to in this report as “SenesTech,”

the “Company,” “we” or “us”) was formed in July 2004 and incorporated in the state of Nevada.

We subsequently

reincorporated in the state of Delaware in November 2015.

Our corporate headquarters is in Phoenix, Arizona.

We have developed and are

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.

will result 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.

They pose significant

threats to the health and food security of many communities.

In addition, rodents cause significant 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 highly effective

solution to combat their rat problems, but also offer a 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.

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.

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,

we must obtain registration from the various state regulatory agencies prior to selling in each state.

To date, we have received registration

for ContraPest in all 50 states and the District of Columbia, 48 of which have approved the removal of the Restricted Use designation.

In addition to product registration, the EPA also approves all labeling

(the container label, instructional inserts, and the Safety Data Sheet (SDS)) of ContraPest.

Generally, states accept the EPA approved

ContraPest’s labeling was submitted to states at initial registration and is resubmitted during state scheduled reregistration

or for any significant labeling change requiring EPA approval.

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.

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.

SENESTECH, INC.

2 unchanged sentences

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.

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.

We also continue to research and develop enhancements to ContraPest

that align with our target verticals and other potential fertility control options for additional species.

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.

Our financial statements as of March 31, 2022, December 31, 2021 and

March 31, 2021 were prepared under the assumption that we would continue as a going concern, the report of our independent registered

public accounting firm that accompanies our financial statements for the years ended December 31, 2021 and December 31, 2020 contains

a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on

the financial statements at that time.

Specifically, as noted above, we have incurred operating losses since our inception, and we expect

to continue to incur significant expenses and operating losses for the foreseeable future.

These prior losses and expected future losses

have had, and will continue to have, an adverse effect on our financial condition.

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.

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

6 unchanged sentences

stock, common stock and warrants to purchase common stock.

See Note 10 - Stockholders’ Deficit for a description of our public equity

See Note 10 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

product sales, research grants and licensing fees.

Through March 31, 2022, we received net proceeds

of $ 89.6 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.

notes, an aggregate of $ 1.7 million from licensing fees and an aggregate of $ 1.7 million in net product sales.

As of March 31, 2022, we

had an accumulated deficit of $ 114.8 million and cash and cash equivalents of $ 7.2 million.

Our ultimate success depends upon the outcome

of a combination of factors, including the following:

(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

(iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant

(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.

SENESTECH, INC.

2 unchanged sentences

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

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.

Based upon our current operating plan, we expect

that cash and cash equivalents at March 31, 2022, in combination with anticipated revenue and any additional sales of our equity securities,

will be sufficient to fund our current operations for at least the next 9 to 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 9 to 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”)

Our accompanying unaudited condensed financial

statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”)

for interim financial reporting.

4 unchanged sentences

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.

In our opinion, the unaudited condensed financial statements include all material adjustments, all of which

are of a normal and recurring nature, necessary to present fairly our financial position as of March 31, 2022, our operating results for

the three months ended March 31, 2022 and 2021, and our cash flows for the three months ended March 31, 2022 and 2021.

The accompanying

financial information as of December 31, 2021 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 our Annual

Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 29, 2022.

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

4 unchanged sentences

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

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting Policies – (continued)

The significant estimates in our 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.

Reclassifications

3 unchanged sentences

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.

We consider money market fund investments to be

cash equivalents.

We had cash equivalents in the form of money market fund investment of $ 6,794 and $ 8,793 at March 31, 2022 and December

31, 2021, respectively, included in cash as reported.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting

Policies – (continued)

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

Accounts receivable-trade consist primarily of receivables from customers.

We provide 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

We did not have any allowance for doubtful trade receivables at March 31, 2022 or at December 31, 2021.

Inventories are stated at the lower of cost or

2 unchanged sentences

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.

long lead times on certain ingredients.

Components of inventory are:

September 30,

Raw materials

2 unchanged sentences

Total inventory

Reserve for obsolete and revaluation

Reserve for obsolete

Total net inventory

1 unchanged sentence

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.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting

Policies – (continued)

made for director and officer insurance, director compensation, rent, legal and inventory purchase deposits and seminar/trade show fees

to be expensed in the current year.

Property and Equipment

9 unchanged sentences

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.

We incur repair and maintenance costs on our major equipment, which

are expensed as incurred.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting Policies – (continued)

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.

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, we compare 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.

We have 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:

Effective January 1, 2018, we adopted Accounting Standards Codification

(“ASC”) 606 — Revenue from Contracts with Customers (“ASC 606”) .

Under ASC 606, we recognize

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;

(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.

and (5) recognize revenue when each performance obligation

is satisfied.

We recognize revenue when product is shipped at a fixed selling price

on payment terms of 30 to 120 days from invoicing.

We recognize other revenue earned from pilot studies, consulting and implementation

services upon the performance of specific services under the respective service contract.

We derive 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

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.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting Policies – (continued)

Research and development costs are expensed as incurred.

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.

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.

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.

and restricted stock units expected to be settled in shares of our 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

We expense the grant date fair value of stock options 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:

for the three months ended March 31, 2022 and 2021, is as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Research and development

2 unchanged sentences

See Note 11 for additional discussion on stock-based compensation.

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.

SENESTECH, INC.

2 unchanged sentences

Note 2 - Summary of Significant Accounting Policies – (continued)

We account 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.

We record net deferred tax assets to the extent

we believe 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, we consider 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.

We apply a more-likely-than-not recognition threshold

for all tax uncertainties.

Only those benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing

authorities are recognized.

Based on our evaluation, we have concluded there are no significant uncertain tax positions requiring recognition

in our financial statements.

We recognize interest and/or penalties related

to uncertain tax positions in income tax expense.

There are no uncertain tax positions as of March 31, 2022 or December 31, 2021 and as

such, no interest or penalties were recorded in income tax expense.

Comprehensive Loss

12 unchanged sentences

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.

loss reported for the three months ended March 31, 2022 and 2021.

Therefore, basic and diluted loss per share attributable to common stockholders

are the same for each period presented.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting Policies – (continued)

The following table sets forth the outstanding

1 unchanged sentence

(in common stock equivalent shares):

September 30,

Common stock purchase warrants

1 unchanged sentence

Common stock options

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.

Accounting Standards Issued but Not Yet Adopted

There have been no new accounting pronouncements not yet effective

or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed consolidated

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

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.

inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting

The three-level hierarchy for the inputs

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

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;

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:

Market approach:

Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Cost approach:

Amount that would be required to replace the service capacity of an asset (replacement cost).

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.

The carrying amounts of our financial instruments,

including accounts payable and accrued liabilities, approximate fair value due to their short maturities.

The estimated fair value of

our 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.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

We are potentially subject to concentrations of credit risk in our

accounts receivable.

Credit risk with respect to receivables is limited due to the number of companies comprising our customer base.

did not have any potentially uncollectable accounts at March 31, 2022 or December 31, 2021 and therefore, did not record a reserve for

uncollectable accounts at March 31, 2022 or December 31, 2021.

We do not require collateral or other securities to support its accounts

Note 5 - Prepaid Expenses

Prepaid expenses consist of the following:

September 30,

Director, officer and other insurance

Legal retainer

Marketing programs and conferences

Professional services retainer

Engineering, software licenses and other

Total prepaid expenses

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 6 - Property and Equipment

Property and equipment, net consist of the following:

September 30,

Research and development equipment

5 unchanged sentences

* 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.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

$ 66 and $ 73 for the three months ended March 31, 2022 and 2021, respectively.

Note 7 - Accrued Expenses

Accrued expenses consist of the following:

September 30,

Compensation and related benefits

Board Compensation

Personal property and franchise tax

Legal services

Product warranty

Personal property and franchise tax

Total accrued expenses

Note 8 - Borrowings

A summary of the Company’s borrowings, including finance lease

obligations, is as follows:

September 30,

A summary of our borrowings, including finance lease obligations, is

Short-term debt:

Current portion of long-term debt

Total short-term debt

Long-term debt:

Finance lease obligations

Other promissory notes

current portion of long-term debt

Total long-term debt

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.

Finance lease obligations at March 31, 2022 was 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 %.

SENESTECH, INC.

1 unchanged sentence

(In thousands, except share and per share data)

Note 8 - Borrowings – (continued)

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 %.

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:

September 30,

Various-2020/2021

Common Stock Offering Warrants

The table summarizes the common stock warrant activity as of March

31, 2022 by warrant type.:

November 21, 2017

Dealer Manager Warrants

Common Stock Offering Warrants

November 21, 2022

June 20, 2018

Warrant Reissue

December 20, 2023

August 13, 2018

Rights Offering Warrants

July 25, 2023

August 13, 2018

Dealer Manager Warrants

August 13, 2023

July 16, 2019

Dealer Manager Warrants

July 11, 2024

January 28, 2020

Registered Direct Offering

July 28, 2025

January 28, 2020

Dealer Manager Warrants

July 28, 2025

Registered Direct Offering

September 8, 2025

March 6, 2020

Dealer Manager Warrants

March 4, 2025

April 21, 2020

Dealer Manager Warrants

April 21, 2025

April 24, 2020

Registered Direct Offering

April 24, 2025

( 1,524,308 )

October 26, 2020

Private Warrant Inducement

April 27, 2026

October 26, 2020

Dealer Manager Warrants

April 27, 2026

February 2, 2021

Private Placement Agreement

August 2, 2026

February 2, 2021

Dealer Manager Warrants

August 2, 2026

March 23, 2021

Dealer Manager Warrants

March 23, 2026

(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.

(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 2018 Rights Offering (defined herein)

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.

SENESTECH, INC.

4 unchanged sentences

Outstanding Warrants

As of September 30, 2021, we had 4,547,618 shares

As of March 31, 2022, we had 4,531,447 shares

of common stock issuable upon exercise of outstanding common stock warrants, at a weighted-average exercise price of $ 4.00 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

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

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 November 21, 2017, we issued a total of 232,875

detachable common stock warrants issued with the second public offering of 293,000 shares of our common stock at $ 20.00 per share.

common stock warrant is exercisable until five years from the date of grant.

Our common stock and detachable warrants exist independently

as separate securities.

As such, we 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 five 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 2018 Rights Offering, and downward to $ 19.00

per share on August 13, 2018, the date of the 2018 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 ASC 260 – Earnings Per Share (“ASC 260”), we 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:

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, we 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 %;

comparable company volatility

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 %;

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, we 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 ;

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:

On June 20, 2018, we 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 we 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, we recorded stock compensation expense

of $ 1,700 representing the fair value of the of 56,696 inducement warrants issued.

We 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

remaining term five 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 .

SENESTECH, INC.

3 unchanged sentences

– (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

On August 13, 2018, in connection with a rights offering of 267,853

shares of our common stock (the “2018 Rights Offering), we issued 267,853 warrants to purchase shares of our common stock at an

exercise price of $ 23.00 per share.

We 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:

1 unchanged sentence

comparable company volatility of 159.0 %;

remaining term 5 years;

remaining term five 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:

In connection with the closing of the 2018 Rights Offering, we issued

a warrant to purchase 13,393 shares of common stock to Maxim Partners LLC, an affiliate of the dealer-manager of the 2018 Rights Offering.

We 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;

remaining term five

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.

& 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

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 Warrant Issued to Underwriter

of Common Stock Offering

In July 2019, we 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.

stock warrant is exercisable until five years from the date of grant.

We 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

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

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:

company volatility of 133.3 %;

remaining term five 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 our common stock, we

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 Current Report on Form 8-K filed with the SEC on January 28, 2020 and our Current Report

on Form 8-K filed with the SEC 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 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 %;

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:

remaining term five 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 .

We 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

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;

remaining term five and one-half years ;

dividend yield of

0 % and risk-free interest rate of 0.39 %.

SENESTECH, INC.

3 unchanged sentences

– (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;

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

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

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;

(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 we declare or make any dividend or other distribution

of our assets to holders of our 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;

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

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.

Subject to certain limitations, in the event of a Fundamental Transaction the 2020 Warrant holder may at its option require us 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 we grant, issue, or sell any securities pro rata to all

of the record holders of our 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, 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.

(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.

SENESTECH, INC.

3 unchanged sentences

– (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.

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

The Post-Effective Amendment No.

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, we 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.

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:

stock price of $ 2.40 ;

comparable company volatility of 87.9 %;

remaining term 5 years;

dividend yield of 0 % and risk-free interest rate

We 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 ;

company volatility of 87.9 %;

remaining term five 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

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:

In connection with the separate private placements concurrent with

registered direct offerings of shares of our common stock in January and March 2020, we 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.

We 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 ;

remaining term five years ;

dividend yield of 0 % and risk-free interest

rate of 1.53 %.

We 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:

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 %.

remaining term five and one-half years ;

dividend yield of 0 % and risk-free

interest rate of 0.39 %.

In connection with the public offering of

145,586 Class A Units and 1,428,722 Class B Units on April 24, 2020, we 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.

SENESTECH, INC.

3 unchanged sentences

– (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 ;

We 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:

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.

remaining term five and one-half years ;

dividend yield of 0 % and risk-free

interest rate of 0.18 %.

Common Stock Warrants Issued in October 2020 Private Warrant

In October 2020, in connection with an inducement agreement with an

existing accredited investor to exercise 1,700,680 outstanding warrants to purchase an equal number of shares of our common stock, we

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

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,

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 ;

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 .

We 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

comparable company volatility of 96.5 %;

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

common stock price of $ 1.47 ;

remaining term five and one-half years ;

dividend yield of 0 % and risk-free interest

rate of 0.18 %.

Common Stock Warrants Issued to Placement Agent in October 2020

Inducement Offering

In connection with the private warrant inducement in October 2020 of

1,700,680 shares of our common warrants, we 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.

We 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

comparable company volatility of 96.5 %;

remaining term 5.5 years;

dividend yield of 0 % and risk-free

interest rate of 0.18 %.

dividend yield of 0 % and risk-free interest rate of 0.18 %.

Common Stock Warrants Issued in February 2021 Private Placement

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:

In February 2021, in connection with a private placement agreement

with certain institutional and accredited investors, we 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 our

outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to

us, 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.

We 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 %.

comparable company volatility

remaining term five and one-half years ;

dividend yield of 0 % and risk-free interest rate of 0.18 %.

SENESTECH, INC.

3 unchanged sentences

– (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 Warrants Issued to Placement Agent in February 2021

Private Placement Agreement

In connection with the private placement in February 2021, we issued

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

We 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;

comparable company volatility of 95.6 %;

term five and one-half 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.

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 Warrants Issued to Placement Agent in March 2021

Registered Direct Offering

On March 23, 2021, we consummated a registered direct offering with

certain institutional investors and issued an aggregate of 1,975,000 shares of our common stock, par value $ 0.001 per share at a purchase

price of $ 2.00 per share for gross proceeds to us of approximately $ 3.95 million, before deducting fees payable to the placement agent

and other estimated offering expenses payable by us.

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 our shelf

registration statement on Form S-3 (File No.

In connection with the registered direct offering in March 2021, we

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.

We 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 %.

company volatility of 100.8 %;

remaining term five 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:

October 26, 2020:

common stock price of $ 1.47 ;

On March 3, 2020, we 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 outstanding warrants (“Original Warrants”), we 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, we 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

comparable company volatility of 96.5 %;

remaining term 4.5 -4.

dividend yield of

0 % and risk-free interest rate of 0.18 %.

remaining term 4.5 -4.8 years;

dividend yield of 0 % and risk-free interest rate of 0.18 .

SENESTECH, INC.

3 unchanged sentences

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.

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

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;

● 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

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.

We organized under the laws of the state of Nevada

on July 27, 2004 and subsequently reincorporated under the laws of the state of Delaware on November 10, 2015.

In connection with the

reincorporation, as approved by the stockholders, we changed our 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, we amended our Certificate of Incorporation to change our 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, our authorized capital

stock consisted of 100 million shares of common stock, $ .001 par value, and 10 million shares of preferred stock, $ .001 par value.

We had 12,212,283 and 12,207,283 shares of common

stock issued and outstanding as of March 31, 2022 and December 31, 2021, respectively.

During the three months ended March 31, 2022,

we issued 5,000 shares of common stock as follows:

● an aggregate of 5,000 shares in connection with a restricted stock grant that was issued and vested on February 25, 2022 for services.

Note 11 - Stock-Based Compensation

On June 12, 2018, our stockholders approved the 2018 Equity Incentive

Plan (the “2018 Plan”) to replace our 2015 Equity Incentive Plan (the “2015 Plan”).

On July 8, 2020, our 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 from 50,000 to 850,000 .

In addition, up to 122,279 shares of our common stock previously reserved for issuance under the

2015 Plan are available for issuance under the 2018 Plan to the extent such shares were available for issuance under the 2015 Plan as

of June 12, 2018 or thereafter cease to be subject to awards outstanding under the 2015 Plan, such as by expiration, cancellation, or

forfeiture of such awards.

On June 24, 2021, our 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 3,000,000 shares.

Stock options are generally issued with a per share exercise price

equal to no less than fair market value of our common stock at the date of grant.

Options granted under the 2018 Plan generally vest immediately,

or ratably over a two- to 36-month period coinciding with their respective service periods.

Options under the 2018 Plan generally have

a term of five years .

Certain stock option awards provide for accelerated vesting upon a change in control.

As of March 31, 2022, we had 2,453,600 shares

of common stock available for issuance under the 2018 Plan.

Stock Options

We measure 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 us to make certain estimates and assumptions, including assumptions

related to the expected price volatility of our stock, the period during which the options will be outstanding, the rate of return on

risk-free investments, and the expected dividend yield for our stock.

SENESTECH, INC.

1 unchanged sentence

(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

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.

Note 11 - Stock-Based Compensation – (continued)

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:

option-pricing model used to calculate the fair value of options granted during the three months ended March 31, 2022 were as follows:

Expected volatility

3 unchanged sentences

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.

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

options granted during the three months ended March 31, 2022 was $ 0.444 per share, as per the table above.

Due to our 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.

1 unchanged sentence

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.

to the simplified method as described in SEC Staff Accounting Bulletin 110 because we do 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.

3 unchanged sentences

the time of grant.

The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.

has not paid and does not intend to pay dividends.

The expected dividend assumption is based on our history and expectation of dividend payouts.

We have not paid and

do not intend to pay dividends.

The following table summarizes the stock option

activity for the periods indicated as follows:

activity, for both equity plans, for the periods indicated as follows:

Outstanding at December 31, 2021

Outstanding at September 30, 2021

Exercisable at September 30, 2021

(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.

Outstanding at March 31, 2022

Exercisable at March 31, 2022

(1) The aggregate intrinsic value in the table was calculated based on the difference between the estimated fair market value of our stock and the exercise price of the underlying options.

The estimated stock values used in the calculation were $ 0.98 and $ 0.73 per share for the year ended December 31, 2021 and the three months ended March 31, 2022, respectively.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 11 - Stock-Based Compensation – (continued)

Restricted Stock Units

The following table summarizes restricted stock

unit activity for the nine months ended September 30, 2021:

unit activity for the three months ended March 31, 2022:

Weighted Average

2 unchanged sentences

Outstanding as of December 31, 2021

Outstanding as of September 30, 2021

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 11 - Stock-based Compensation – (continued)

Outstanding as of March 31, 2022

The stock-based compensation expense was recorded as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Research and development

3 unchanged sentences

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.

At March 31, 2022, the total compensation cost

related to restricted stock units and unvested options not yet recognized was $ 533 , which will be recognized over a weighted average period

of 34 months , assuming the employees and non-employee s 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.

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

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

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.

In July 2020, Kennan E.

Kaedar, our former

corporate general counsel (the “Plaintiff”), commenced an action against us in the Superior Court of the State of

California, for the County of San Diego.

The complaint alleges, among other things, that we breached the Plaintiff’s

employment contract with us, as well as the implied covenant of good faith and fair dealing, by refusing to issue him the balance of

stock options he claims we owe him.

In September 2021, the Plaintiff served us and also named the following individuals as

Loretta Mayer, Cheryl Dyer, Thomas C.

Chesterman, Kim Wolin, Grover Wickersham, Marc Dumont, Bob Ramsey, Matthew Szot,

Julia Williams, and Bill Baker.

We do not believe that all of the defendants have yet been served.

The Plaintiff alleges that such

individuals agreed to knowingly and wrongfully withhold the stock options owed to him and are knowingly in receipt of stolen

The Plaintiff seeks compensatory damages in excess of $ 500,000 , treble damages and reasonable attorneys’ fees.

not believe the claims described above have merit and intend to aggressively defend against these accusations.

We do not believe

that this litigation is likely to have a material effect on our operations.

SENESTECH, INC.

2 unchanged sentences

Note 12 - Commitments and Contingencies –

Rent expense was $ 166 and $ 202 for the nine months

ended September 30, 2021 and 2020, respectively.

In addition to the matter described above, we may be subject to other

legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business.

is not aware of any other pending or threatened litigation where the ultimate disposition or resolution could have a material adverse

effect on our financial position, results of operations or liquidity.

Lease Commitments

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.

expires on November 30, 2024.

We believe that our existing facilities are adequate

and meet our current needs for business, manufacturing and research.

Rent expense was $ 56 and $ 54 for the three months

ended March 31, 2022 and 2021, respectively.

The future minimum lease payments under non-cancellable operating lease and future minimum

finance lease payments as of September 30, 2021 are follows:

finance lease payments as of March 31, 2022 are follows:

Years Ending December 31,

Total minimum lease payments

amounts representing interest (11.43%)

amounts representing interest (ranging from 11.43% to 14.68%)

Present value of minimum lease payments

2 unchanged sentences

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

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.

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.

On May 4, 2022, the Company issued 667 shares

of common stock for service for restricted stock units that vested in April, 2022.

We have evaluated subsequent events from the balance

sheet date through May 13, 2022, 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements