SenesTech, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number: 001-37941 SENESTECH, INC. (Exact name of registrant as specified in its charter) Delaware 20-2079805 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 23460 N . 19 th Avenue, Suite 110 Phoenix , AZ 85027 (Address of principal executive offices) (Zip Code) (928) 779-4143 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value SNES The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares of common stock outstanding as of August 12, 2022: 12,212,950 SENESTECH, INC. FORM 10-Q For the Quarterly Period Ended June 30, 2022 TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION 1 Item 1 Financial Statements 1 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 3 Quantitative and Qualitative Disclosures About Market Risk 38 Item 4 Controls and Procedures 38 PART II. OTHER INFORMATION 39 Item 1 Legal Proceedings 39 Item 1A Risk Factors 39 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 39 Item 3 Defaults Upon Senior Securities 39 Item 4 Mine Safety Disclosures 39 Item 5 Other Information 39 Item 6 Exhibits 40 Signatures 41 i PART I. FINANCIAL INFORMATION Item 1. Financial Statements SENESTECH, INC. CONDENSED BALANCE SHEETS (In thousands, except shares and per share data) June 30, December 31, 2022 2021 ASSETS (Unaudited) Current assets: Cash $ 5,000 $ 9,326 Accounts receivable trade, net 84 77 Prepaid expenses 338 230 Inventory 976 1,001 Deposits 22 22 Total current assets 6,420 10,656 Right to use asset-operating leases 431 511 Property and equipment, net 367 334 Total assets $ 7,218 $ 11,501 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term debt $ - $ 32 Accounts payable 286 333 Accrued expenses 884 578 Deferred Revenue 41 - Total current liabilities 1,211 943 Operating lease liability 443 523 Total liabilities 1,654 1,466 Commitments and contingencies (See note 12) - - Stockholders’ equity: Common stock, $ 0.001 par value, 100,000,000 shares authorized, 12,212,950 and 12,207,283 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively 12 12 Additional paid-in capital 122,961 122,531 Accumulated deficit ( 117,409 ) ( 112,508 ) Total stockholders’ equity 5,564 10,035 Total liabilities and stockholders’ equity $ 7,218 $ 11,501 See accompanying notes to financial statements. 1 SENESTECH, INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) (In thousands, except shares and per share data) (Unaudited) For The Three Months Ended June 30, 2021 and 2022 For the Three Months For the Six Months Ended June 30, Ended June 30, 2022 2021 2022 2021 Sales $ 277 $ 160 $ 472 $ 248 Cost of sales 141 119 246 169 Gross profit 136 41 226 79 Operating expenses: Research and development 431 455 947 910 Selling, general and administrative 2,277 1,935 4,184 3,357 Total operating expenses 2,708 2,390 5,131 4,267 Net operating loss ( 2,572 ) ( 2,349 ) ( 4,905 ) ( 4,188 ) Other income (expense): Interest income 1 1 3 3 Interest expense - ( 3 ) ( 1 ) ( 8 ) Payroll Protection Program loan forgiveness - 650 - 650 Other income 2 1 2 22 Total other income 3 649 4 667 Net loss and comprehensive loss $ ( 2,569 ) $ ( 1,700 ) $ ( 4,901 ) $ ( 3,521 ) Weighted average common shares outstanding - basic and fully diluted 12,212,701 12,178,754 12,210,863 10,169,061 Net loss per common share - basic and fully diluted $ ( 0.21 ) $ ( 0.14 ) $ ( 0.40 ) $ ( 0.35 ) See accompanying notes to financial statements. 2 SENESTECH, INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except shares and per share data) (Unaudited) For The Three Months Ended June 30, 2021 and 2022 Additional Total Stockholders’ Common Stock Paid-In Accumulated Equity Shares Amount Capital Deficit (Deficit) Balance, March 31, 2021 12,164,046 $ 12 $ 121,897 $ ( 106,061 ) $ 15,848 Stock-based compensation - - 182 - 182 Issuance of common stock upon exercise of warrants, net 499 - 11 - 11 Issuance of common stock for service 20,951 - - - - Payments for employee withholding taxes related to share based awards ( 17 ) ( 17 ) Net loss for the three months ended June 30, 2021 - - - ( 1,700 ) ( 1,700 ) Balance, June 30, 2021 12,185,496 $ 12 $ 122,073 $ ( 107,761 ) $ 14,324 Balance, March 31, 2022 12,212,283 $ 12 $ 122,755 $ ( 114,840 ) $ 7,927 Stock-based compensation - - 205 - 205 Issuance of common stock for service 667 - 1 - 1 Net loss for the three months ended June 30, 2022 - - - ( 2,569 ) ( 2,569 ) Balance, June 30, 2022 12,212,950 $ 12 $ 122,961 $ ( 117,409 ) $ 5,564 For The Six Months Ended June 30, 2021 and 2022 Balance, December 31, 2020 5,099,512 $ 5 $ 108,119 $ ( 104,240 ) $ 3,884 Stock-based compensation - - 337 - 337 Issuance of common stock for service 20,951 - - - - Issuance of common stock, sold for cash, net 6,163,854 6 12,415 - 12,421 Issuance of common stock upon exercise of warrants 901,179 1 1,219 - 1,220 Payments for employee withholding taxes related to share based awards - - ( 17 ) - ( 17 ) Net loss for the six months ended June 30, 2021 - - - ( 3,521 ) ( 3,521 ) Balance, June 30, 2021 12,185,496 $ 12 $ 122,073 $ ( 107,761 ) $ 14,324 Balance, December 31, 2021 12,207,283 $ 12 $ 122,531 $ ( 112,508 ) $ 10,035 Stock-based compensation - - 426 - 426 Issuance of common stock for service 5,667 - 4 - 4 Net loss for the six months ended June 30, 2022 - - - ( 4,901 ) ( 4,901 ) Balance, June 30, 2022 12,212,950 $ 12 $ 122,961 $ ( 117,409 ) $ 5,564 See accompanying notes to financial statements. 3 SENESTECH, INC. CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) For the Six Months Ended June 30, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 4,901 ) $ ( 3,521 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 113 151 Stock-based compensation 430 337 Bad debt expense 12 - Paycheck Protection Program loan forgiveness - ( 648 ) Paycheck Protection Program loan accrued interest forgiveness - ( 2 ) Gain on sale of equipment - ( 1 ) (Increase) decrease in current assets: Accounts receivable - trade ( 7 ) ( 49 ) Accounts receivable - other ( 12 ) - Other assets - 10 Prepaid expenses ( 108 ) ( 203 ) Inventory 25 ( 24 ) Increase (decrease) in current liabilities: Accounts payable ( 47 ) ( 185 ) Accrued expenses 306 134 Deferred revenue 41 - Net cash used in operating activities ( 4,148 ) ( 4,001 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash received on sale of property and equipment - 1 Purchase of property and equipment ( 146 ) ( 84 ) Net cash used in investing activities ( 146 ) ( 83 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issuance of common stock, net - 12,421 Repayments of notes payable ( 5 ) ( 28 ) Repayments of finance lease obligations ( 27 ) ( 26 ) Proceeds from the exercise of warrants - 1,220 Payment of employee withholding taxes related to share based awards - ( 17 ) Net cash (used in) provided by financing activities ( 32 ) 13,570 NET CHANGE IN CASH ( 4,326 ) 9,486 CASH AT BEGINNING OF PERIOD 9,326 3,643 CASH AT END OF PERIOD $ 5,000 $ 13,129 SUPPLEMENTAL INFORMATION: Interest paid $ 1 $ 8 Income taxes paid $ - $ - See accompanying notes to financial statements. 4 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) (Unaudited) Note 1 - Organization and Description of Business SenesTech, Inc. (referred to in this report as “SenesTech,” the “Company,” “we,” “us”, or “our”) 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 will result in a sustained reduction of the rat population. Rats have plagued humanity throughout history. 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. We 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 June 2022, we received EPA registration and approval our new Elevate Bait System with ContraPest. This innovative bait system provides a unique and effective delivery system designed to target roof rats in elevated spaces. 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 RUP 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 label as is. ContraPest’s labeling was submitted to the states at the initial registration and is resubmitted during state scheduled reregistration or for any significant labeling change requiring EPA approval. 5 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 1 - Organization and Description of Business – (continued) We expect to continue to pursue regulatory approvals and amendments to the existing U.S. registration for ContraPest to broaden the marketability and use of ContraPest, and if ContraPest begins to generate sufficient revenue, regulatory approvals for additional jurisdictions beyond the United States. In certain cases, our EPA and state registrations require completion of additional testing and certifications even though we have received approval for the product or its labelling. We continue to seek to comply with these requirements. 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 and alternate delivery systems. Going Concern Our financial statements as of June 30, 2022, December 31, 2021 and June 30, 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. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through additional financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. Liquidity and Capital Resources Since our inception, we have sustained significant operating losses in the course of our research and development and commercialization activities and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under our former license agreement. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock. See Note 10 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, research grants and licensing fees. Through June 30, 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 $ 2.0 million in net product sales. As of June 30, 2022, we had an accumulated deficit of $ 117.4 million and cash and cash equivalents of $ 5.0 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 products; (iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development; (v) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs. 6 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 1 - Organization and Description of Business – (continued) Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 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 six to nine 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 six to nine 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 Our accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with the U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. 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 June 30, 2022, our operating results for the three months and six months ended June 30, 2022 and 2021, and our cash flows for the six months ended June 30, 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 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The significant estimates in 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 Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no material impact on net earnings, financial position or cash flows. Cash and Cash Equivalents We consider money market fund investments to be cash equivalents. We had cash equivalents in the form of money market fund investment of $ 4,095 and $ 8,793 at June 30, 2022 and December 31, 2021, respectively, included in cash as reported. 7 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. 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 receivable. We had allowance for doubtful trade receivables at June 30, 2022 of $ 12 . We did not have any allowance for doubtful trade receivables at December 31, 2021. Inventories Inventories are stated at the lower of cost or market value, using the first-in, first-out convention. Inventories consist of raw materials, work in progress and finished goods. Raw materials are stocked to reduce the risk of impact on manufacturing for potential supply interruptions due to the COVID-19 pandemic, supply chain issues or long lead times on certain ingredients. Components of inventory were: June 30, December 31, 2022 2021 Raw materials $ 880 $ 937 Work in progress 5 5 Finished goods 113 88 Total inventory 998 1,030 Less: Reserve for obsolete ( 22 ) ( 29 ) Total net inventory $ 976 $ 1,001 Prepaid Expenses Prepaid expenses consist primarily of payments 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 Property and equipment are stated at cost less accumulated depreciation. Equipment held under finance leases are stated at the present value of minimum lease payments less accumulated amortization. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. The cost of leasehold improvements is amortized over the life of the improvement or the term of the lease, whichever is shorter. Equipment held under finance leases is amortized over the shorter of the lease term or estimated useful life of the asset. We incur repair and maintenance costs on our major equipment, which are expensed as incurred. 8 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, 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 inception. Revenue Recognition 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; (4) allocate the transaction price to each performance obligation in the contract; 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. Deferred revenue represents payments that have been received in advance of fulfillment of these orders. These product orders are anticipated to be fulfilled in future periods. Research and Development Research and development costs are expensed as incurred. Research and development expenses primarily consist of salaries and benefits for research and development employees, stock-based compensation, consulting fees, lab supplies, costs incurred related to conducting scientific trials and field studies, regulatory compliance costs, as well as manufacturing costs associated with process improvement and other research. Research and development expenses include an allocation of facilities related costs, including depreciation of equipment. Stock-Based Compensation Stock-based awards, consisting of stock options 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 stock units. 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 six months ended June 30, 2022 and 2021, was as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 3 $ - $ 4 $ 2 Selling, general and administrative 203 182 426 335 Total stock-based compensation expense $ 206 $ 182 $ 430 $ 337 See Note 11 for additional discussion on stock-based compensation. 9 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 2 - Summary of Significant Accounting Policies – (continued) Income Taxes 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 fifty percent 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 June 30, 2022 or December 31, 2021 and, as such, no interest or penalties were recorded in income tax expense. Comprehensive Loss Net loss and comprehensive loss were the same for all periods presented; therefore, a separate statement of comprehensive loss is not included in the accompanying financial statements. Loss Per Share Attributable to Common Stockholders Basic loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share attributable to common stockholders is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury stock and if-converted methods. For purposes of the computation of diluted loss per share attributable to common stockholders, common stock purchase warrants, and common stock options are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share attributable to common stockholders because their effect would be anti-dilutive given the net loss reported for the three and six months ended June 30, 2022 and 2021. Therefore, basic and diluted loss per share attributable to common stockholders are the same for each period presented. 10 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 potentially dilutive securities that have been excluded in the calculation of diluted loss per share attributable to common stockholders (in common stock equivalent shares): June 30, 2022 2021 Common stock purchase warrants 4,531,447 4,553,234 Restricted stock units - 667 Common stock options 1,473,320 1,069,661 Total 6,004,767 5,623,562 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 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 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. At June 30, 2022, we had $ 12 in potentially uncollectable accounts and recorded a reserve for uncollectable accounts in that amount. We did not have any potentially uncollectable accounts at December 31, 2021 and therefore, did not record a reserve for uncollectable accounts at December 31, 2021. We do not require collateral or other securities to support its accounts receivable. Note 5 - Prepaid Expenses Prepaid expenses consisted of the following: June 30, December 31, 2022 2021 Director, officer and other insurance $ 153 $ 109 Rent 36 - Marketing programs and conferences 48 66 Patents 71 41 Inventory deposits 20 12 Professional services 8 - Engineering, software licenses and other 2 2 Total prepaid expenses $ 338 $ 230 11 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 6 - Property and Equipment Property and equipment, net consisted of the following: Useful June 30, December 31, Life 2022 2021 Research and development equipment (1) 5 - 7 years $ 1,512 $ 1,425 Office and computer equipment 3 years 797 762 Autos 5 years 54 54 Furniture and fixtures 7 years 41 41 Leasehold improvements * 117 112 Construction in progress 65 45 2,586 2,439 Less accumulated depreciation and amortization ( 2,219 ) ( 2,105 ) Total $ 367 $ 334 * Shorter of lease term or estimated useful life (1) In the three months ended and six months ended June 30, 2022, we received net proceeds of less than $ 2 in the sale of manufacturing, research and development equipment, resulting in gains on the sale of these assets of less than $ 2 . In the three months ended and six months ended June 30, 2021, we received net proceeds of less than $ 1 in the sale of manufacturing, research and development equipment, resulting in gains on the sale of these assets of less than $ 1 . Depreciation and amortization expense was approximately $ 47 and $ 78 for the three months ended June 30, 2022 and 2021, respectively, and $ 113 and $ 151 for the six months ended June 30, 2022 and 2021, respectively. Note 7 - Accrued Expenses Accrued expenses consisted of the following: June 30, December 31, 2022 2021 Compensation and related benefits $ 715 $ 524 Legal services - 17 Digital media 77 - Recruiting 37 - Product warranty 31 18 Personal property and franchise tax 15 5 Other 9 14 Total accrued expenses $ 884 $ 578 Note 8 - Borrowings A summary of our borrowings, including finance lease obligations, was as follows: June 30, December 31, 2022 2021 Short-term debt: Finance lease obligations $ - $ 27 Other promissory notes - 5 Total $ - $ 32 Finance Lease Obligations All finance lease and promissory note obligations, for manufacturing equipment leased through ENGS Commercial Finance Co., were settled in full during the three months ended June 30, 2022. On June 18, 2021, we 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 us 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 quarter ended June 30, 2021. 12 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability The table summarizes the common stock warrant activity as of June 30, 2022 by warrant type: Balance Balance Balance Issue Date Warrant Type Term Date Exercise Price December 31, 2020 Issued Exercised Expired December 31, 2021 Issued Exercised Expired June 30, 2022 November 21, 2017 Common Stock Offering Warrants November 21, 2022 $ 1.3659 (1) 143,501 - ( 21,787 ) - 121,714 - - - 121,714 June 20, 2018 Warrant Reissue December 20, 2023 $ 36.40 56,696 - - - 56,696 - - - 56,696 August 13, 2018 Rights Offering Warrants July 25, 2023 $ 23.00 202,943 - ( 499 ) - 202,444 - - - 202,444 August 13, 2018 Dealer Manager Warrants August 13, 2023 $ 34.50 13,393 - - - 13,393 - - - 13,393 July 16, 2019 Dealer Manager Warrants July 11, 2024 $ 33.75 8,334 - - - 8,334 - - - 8,334 January 28, 2020 Registered Direct Offering July 28, 2025 $ 9.00 177,500 - - - 177,500 - - - 177,500 January 28, 2020 Dealer Manager Warrants July 28, 2025 $ 10.00 13,315 - - - 13,315 - - - 13,315 March 6, 2020 Dealer Manager Warrants March 4, 2025 $ 3.76 13,228 - - - 13,228 - - - 13,228 April 21, 2020 Dealer Manager Warrants April 21, 2025 $ 3.97 118,073 - - - 118,073 - - - 118,073 April 24, 2020 Registered Direct Offering April 24, 2025 $ 3.05 50,000 - - - 50,000 - - - 50,000 October 26, 2020 Private Warrant Inducement April 27, 2026 $ 1.73 1,700,680 ( 700,680 ) 1,000,000 - - - 1,000,000 October 26, 2020 Dealer Manager Warrants April 27, 2026 $ 2.16 85,034 - 85,034 - - - 85,034 February 2, 2021 Private Placement Agreement August 2, 2026 $ 2.216 - 2,194,427 - - 2,194,427 - - - 2,194,427 February 2, 2021 Dealer Manager Warrants August 2, 2026 $ 2.848 - 329,164 - - 329,164 - - - 329,164 March 23, 2021 Dealer Manager Warrants March 23, 2026 $ 2.50 - 148,125 - - 148,125 - - - 148,125 2,582,697 4,531,447 4,531,447 (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. 13 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) Outstanding Warrants As of June 30, 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, 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. The 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 (“ASC260”), 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, 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 %; 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, 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 ; comparable company volatility of 96.5 %; remaining term 2.08 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. On June 20, 2018, 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 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 . 14 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) 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: common stock price of $ 18.80 ; comparable company volatility of 159.0 %; remaining term five years ; dividend yield of 0 % and risk-free interest rate of 2.77 %. 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 five years ; dividend yield of 0 % and risk-free interest rate of 2.77 %. Common Stock Warrant Issued to Underwriter of Common Stock Offering In July 2019, 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. The common 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 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. We estimated the fair value of the common stock warrants, exercisable at $ 9.00 per share, to be $ 813 using a Black Scholes model based on the following significant inputs: common stock price of $ 7.90 ; comparable company volatility of 73.8 %; remaining term 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 inputs: common stock price of $ 2.35 ; comparable company volatility of 74.8 %; remaining term five and one-half years ; dividend yield of 0 % and risk-free interest rate of 0.39 %. 15 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) 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 of 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; our consolidation or merger with or into another person or reorganization; a recapitalization, reorganization or reclassification in which our common stock is converted into other securities, cash or property; or any acquisition of our outstanding common stock that results in any person or group becoming the beneficial owner of 50 % of the voting power represented by our outstanding common stock, then the holders of the 2020 Warrants will be entitled to receive upon exercise of such warrants the kind and amount of securities, cash, assets or other property that the holders would have received had they exercised the 2020 Warrants immediately prior to such Fundamental Transaction. Subject to certain limitations, in the event of a Fundamental Transaction the 2020 Warrant holder may at its option require 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. 16 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) 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, 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. The Post-Effective Amendment No. 2 to the Registration Statement was declared effective by the SEC on April 21, 2020. 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 ; comparable 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 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 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: common stock price of $ 2.35 ; comparable company volatility of 74.8 %; 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. 17 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) 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: common stock price of $ 2.40 ; comparable company volatility of 87.9 %; 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 Inducement 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 share. The warrants issued were immediately exercisable with an exercise period of five and one-half years from the date of issuance. The Original Warrants were issued on March 6, 2020 and on April 24, 2020. Pursuant to the Letter Agreement, the per share exercise price of the Original Warrants were reduced from $ 2.88 and $ 3.05 , respectively, to $ 1.725 . 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 of $ 1.47 ; comparable company volatility of 96.5 %; 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 of $ 1.47 ; comparable company volatility of 96.5 %; remaining term 5.5 years; dividend yield of 0 % and risk-free interest rate of 0.18 %. Common Stock Warrants Issued in February 2021 Private Placement Agreement In February 2021, in connection with a private placement agreement with certain institutional and accredited investors, 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 five and one-half years ; dividend yield of 0 % and risk-free interest rate of 0.18 %. 18 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued) Common Stock Warrants Issued to Placement Agent in February 2021 Private Placement Agreement In connection with the private placement in February 2021, we 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. 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 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, 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. 333-225712). 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 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, 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 of $ 1.47 ; comparable company volatility of 96.5 %; remaining term 4.5 -4.8 years; dividend yield of 0 % and risk-free interest rate of 0.18 . 19 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 10 - Stockholders’ Deficit Capital Stock 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. Common Stock We had 12,212,950 and 12,207,283 shares of common stock issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. During the six months ended June 30, 2022, we issued 5,667 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. ● an aggregate of 667 shares in connection with a restricted stock grant that vested on May 4, 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 June 30, 2022, we had 2,457,600 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. 20 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 11 - Stock-Based Compensation – (continued) We did not issue any stock options in the three months ended June 30, 2022. The weighted-average assumptions used in the Black-Scholes option-pricing model used to calculate the fair value of options granted during the six months ended June 30, 2022 were as follows: Expected volatility 77.0 % Expected dividend yield — Expected term (in years) 3.5 Risk-free interest rate 1.7 % The weighted average grant date fair value of options granted during the six months ended June 30, 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. The expected term of options granted to employees is calculated based on the mid-point between the vesting date and the end of the contractual term according to the simplified method as described in SEC Staff Accounting Bulletin 110 because 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. The risk-free interest rate is determined by reference to the implied yields of U.S. Treasury securities with a remaining term equal to the expected term assumed at the time of grant. The expected dividend assumption is based on 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 both equity plans, for the periods indicated as follows: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2021 1,087,820 $ 4.08 3.9 $ — Granted 390,000 $ 0.82 4.9 $ — Exercised — $ — — $ — Forfeited ( 4,500 ) $ — — $ — Expired — $ — — $ — Outstanding at June 30, 2022 1,473,320 $ 3.24 3.0 $ — Exercisable at June 30, 2022 955,871 $ 3.68 1.7 $ — (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 $ 0.53 per share for the year ended December 31, 2021 and the six months ended June 30, 2022, respectively. 21 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 six months ended June 30, 2022: Number of Units Weighted Average Grant-Date Fair Value Per Unit Outstanding as of December 31, 2021 667 $ 1.80 Granted 5,000 $ 0.76 Vested ( 5,667 ) $ 0.76 Forfeited — $ — Outstanding as of June 30, 2022 — $ — The stock-based compensation expense was recorded as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 3 $ - $ 4 $ 2 Selling, general and administrative 203 182 426 335 Total stock-based compensation expense $ 206 $ 182 $ 430 $ 337 The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee. At June 30, 2022, the total compensation cost related to restricted stock units and unvested options not yet recognized was $ 327 , which will be recognized over a weighted average period of 31 months , assuming the employees and non-employee s complete their service period required for vesting. Note 12 - Commitments and Contingencies Legal Proceedings In July 2020, Kennan E. Kaeder, 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 defendants: 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 property. The Plaintiff seeks compensatory damages in excess of $ 500,000 , treble damages, and reasonable attorneys’ fees. We do 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. 22 SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 12 - Commitments and Contingencies – (continued) 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. Management 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. 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. Rent expense was $ 112 and $ 111 for the six months ended June 30, 2022 and 2021, respectively. The future minimum lease payments under non-cancellable operating lease and future minimum finance lease payments as of June 30, 2022 are follows: Years Ending December 31, Operating Leases 2022 97 2023 198 2024 186 Total minimum lease payments $ 481 Note 13 - Subsequent Events We have evaluated subsequent events from the balance sheet date through August 12, 2022, the date at which the financial statements were issued, and determined that there were no items that require adjustment to or disclosure in the financial statements. 23 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed financial statements and related notes. Forward-Looking Statements The statements contained in this Quarterly Report on Form 10-Q that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained or incorporated herein by reference in this Quarterly Report on Form 10-Q, including statements regarding our future operating results, future financial position, business strategy, objectives, goals, plans, prospects, markets, and plans and objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “suggests,” “targets,” “contemplates,” “projects,” “predicts,” “may,” “might,” “plan,” “would,” “should,” “could,” “can,” “potential,” “continue,” “objective,” or the negative of those terms, or similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. Specific forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding: ● our expectation 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; ● our belief that ContraPest is unique in the pest control industry in attacking the reproductive systems of both male and female rats; ● our belief that our field data shows ContraPest will result in a sustained reduction of the rat population; ● our belief that ContraPest is the first and only non-lethal, fertility control product approved by the EPA for the management of rodent populations; ● our expectation to continue to incur significant expenses and operating losses for the foreseeable future; ● our expectation that cash and cash equivalents at June 30, 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 six to nine months; ● our belief that sales increased in part due to continued focus of our internet sales initiatives, enhanced strategic partnership and collaborations with key distributors and PMPs; ● our belief that the increased sales activity from our field sales organization was due in part to the launch of our new Elevate product offering; 24 ● our plan to continue to utilize various forms of stock-based compensation awards to attract and retain qualified employees; ● our anticipation that stock-based compensation expense will continue to represent a significant portion of our selling, general and administrative expenses for the foreseeable future; ● our expectation our expenses to continue or increase in connection with our ongoing activities, particularly as we focus on marketing and sales of ContraPest; ● our expectation to continue to grant stock options and other equity-based awards, such as restricted stock units, in the future and to continue to recognize stock-based compensation expense in future periods; ● our goal to shift resources to commercialization, significantly reducing our year-over-year burn rate and achieving a 50% or greater margin; ● federal, state and municipal budgets may delay or impede their ability to make near term purchases of our products; ● our belief that prolonged impact on the suppliers we rely on for the purchase of raw material ingredients by the COVID-19 pandemic could impact future manufacturing operations; ● our maintaining and obtaining regulatory approval of our products and product candidates; ● our successful commercialization of ContraPest; ● our ability to obtain market acceptance, commercial viability and profitability of ContraPest and other products; ● our ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; ● the success of our research and development activities; ● our ability to retain and attract key personnel to develop, operate and grow our business; ● our ability to meet our working capital needs; ● our estimates or expectations related to our revenue, cash flow, expenses, capital requirements and need for additional financing; ● our belief that 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; ● our belief that we are potentially subject to concentrations of credit risk in our accounts receivable; ● our belief that our existing facilities are adequate and meet our current needs for business, manufacturing and research; ● our ability, and the time required, to improve our cost structure and gross margins, and limit our cash burn; ● our plans for our business, including for research and development; ● our ability to enter into strategic arrangements and to achieve the expected results from such arrangements; ● the adequacy of our facilities to meet our current needs; ● the initiation, timing, progress and results of field studies and other studies and trials and our research and development programs; ● our belief the claims against us do not have merit and our intention to aggressively defend against these accusations; ● our belief the litigation against us is not likely to have a material effect on our operations; ● our financial performance, including our ability to fund operations; and ● developments and projections relating to our projects, competitors and our industry, including legislative developments and impacts from those developments. 25 These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and situations that are difficult to predict and that may cause our own, or our industry’s, actual results to be materially different from the future results that are expressed or implied by these statements. Accordingly, actual results may differ materially from those anticipated or expressed in such statements as a result of a variety of factors, including those discussed in Item 1A-“Risk Factors” of Part I of our Annual Report on Form 10-K, for the year ended December 31, 2021, filed with the SEC on March 29, 2022, and those contained from time to time in our other filings with the SEC. A number of factors could cause our actual results to differ materially from those indicated by the forward-looking statements. Such factors include, among others, the following: ● the impacts and implications of the COVID-19 pandemic; ● the successful commercialization of our products; ● market acceptance of our products; and ● regulatory approval and regulation of our products and other factors and risks identified from time to time in our filings with the SEC, including this Quarterly Report on Form 10-Q. All forward-looking statements included herein are based on information available to us as of the date hereof and speak only as of such date. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. The forward-looking statements contained in or incorporated by reference into this Quarterly Report on Form 10-Q reflect our views as of the date of this Quarterly Report on Form 10-Q about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance or achievements. We are subject to the information requirements of the Exchange Act, and we file or furnish reports, proxy statements and other information with the SEC. Such reports and other information we file with the SEC are available free of charge at www.senestech.com as soon as practicable after such reports are available on the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Overview Since our inception, we have sustained significant operating losses in the course of our research and development activities and commercialization efforts and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under a former license with Neogen. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock and debt financing, consisting primarily of convertible notes. See Note 10 for a description of our public equity sales. Through June 30, 2022, we have 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 $2.0 million in net product sales. As of June 30, 2022, we had an accumulated deficit of $117.4 million and cash and cash equivalents of $5.0 million. On June 18, 2021, we 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 us under this program in the amount of $645,700 was forgiven in full under the terms of the program. This loan was originally granted and funded on April 15, 2020. We have incurred significant operating losses every year since our inception. Our net losses were $2.6 million and $1.7 million for the three months ended June 30, 2022 and 2021, respectively, and $4.9 million and $3.5 million for the six months ended June 30, 2022 and 2021, respectively. We expect to continue to incur significant expenses and generate operating losses for at least the next 12 months. 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 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 activities; (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. 26 We will need additional funding in order to continue to fund our operations and achieve profitability and become cash flow positive and will continue to seek additional 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. While the effect and impact of the COVID-19 pandemic on revenue during the six months ended June 30, 2022 and June 30, 2021 is difficult to measure, the travel and other restrictions that started in 2020 resulted in a significant slowdown in our proof-of-concept field studies and sales efforts. We were able to resume field studies in some important projects mid-year 2020 and have now resumed all projects. Components of our Results of Operations Sales Sales are comprised primarily of sales, net of discounts and promotions, of ContraPest and related components, to our distributors and customers, as well as consulting and implementation services provided in conjunction with ContraPest deployments. Cost of Sales Cost of sales consist primarily of cost of products sold, including scrap and reserves for obsolescence and the cost of freight billed to our customers. We continue to focus on improving our cost structure, with the goals of shifting resources to commercialization, significantly reducing our year-over-year burn rate and achieving a 50% or greater gross margin. Steps have included relocating to more cost-efficient space, organizational restructuring, and improving our manufacturing and supply processes and reducing staffing. Operating Expenses Research and Development Expenses Research and development expenses consist primarily of costs incurred in connection with the research and development of ContraPest and our other product candidates, which costs include: ● employee related expenses, including salaries, related benefits, travel and stock-based compensation expense for employees engaged in research and development functions, including that portion of manufacturing not included in cost of goods sold; ● expenses incurred in connection with the development of our product candidates including related regulatory and production expenses; and ● facilities, depreciation, unbilled customer freight charges and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and supplies. 27 We expense research and development costs as incurred. We continue to investigate other applications of our core technology to other product candidates and modifications to our existing products to expand usability, which includes laboratory tests, corporate relationships and academic collaborations. We also continue to develop our supply chain, particularly identifying and improving our sourcing of triptolide, a key active ingredient for our product candidates. At this time, we cannot reasonably estimate the costs for further development of ContraPest or the cost associated with the development of any of our other product candidates. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of salaries and related costs, including stock-based compensation, for personnel in executive, finance, sales, marketing and administrative functions. Selling, general and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, consulting, accounting and audit services. We plan to continue to utilize various forms of stock-based compensation awards in order to attract and retain qualified employees. As a result, we anticipate that stock-based compensation expense will continue to represent a significant portion of our selling, general and administrative expenses for the foreseeable future. Interest Income Interest income consists primarily of interest income earned on cash and cash equivalents. Interest Expense Interest expense consists primarily of interest accrued on our finance lease and note commitments. Other Income (Expense), Net Other income (expense), net, consists primarily of any recognized gains or losses related to the sale of fixed assets. In 2021, other income also included the reversal of a payroll benefits accrual from 2019 that was reversed as the liability period had expired. Income Taxes Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. Our effective tax rate for the six months ended June 30, 2022, as well as for the year ended December 31, 2021, has been impacted by the full valuation allowance on our deferred tax assets. Since our inception, we have not recorded any U.S. federal or state income tax benefits for the net operating losses we have incurred in each year in our history or for our generated research and development tax credits, due to the uncertainty regarding our ability to realize a benefit from these tax attributes. Based on tax return activity through December 31, 2021, we had federal and state net operating loss carryforwards of approximately $77.2 million and $63.7 million, respectively, not considering any potential Internal Revenue Code of 1986 (“IRC”) Section 382 annual limitation discussed below. We are accruing additional net operating losses in calendar year 2022, which will be added to the carryover net operating loss balance once the current year is completed. The federal loss carryforwards begin to expire in 2029, unless previously utilized. The state loss carryforwards begin to expire in 2032, unless previously utilized. Included in the $77.2 million of federal loss carryforwards are approximately $32.7 million of net operating losses that do not expire due to the tax law changes promulgated in conjunction with the Tax Cuts and Jobs Act of 2017. Additionally, the utilization of the net operating loss carryforwards is subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state tax provisions due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383 results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percent points over a three-year period. We have not conducted an analysis of an ownership change under section 382. To the extent that a study is completed and an ownership change is deemed to occur, our net operating losses could be limited. During the three months ended June 30, 2021, we received notification that a loan to us under the Paycheck Protection Program (the “PPP”) in the amount of $646 thousand was forgiven in full pursuant to the PPP program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Section 1106(i) of the CARES Act specifically requires taxpayers to exclude canceled indebtedness from PPP loans from gross income, and accordingly, the debt forgiveness amount is nontaxable to us. Subsequent to the passage of the CARES Act, the IRS issued Notice 2020-32, which precludes a deduction for an expense that would otherwise be deductible if the payment results in the forgiveness of a loan, thereby preventing entities from claiming a double tax benefit on the qualifying expenses for PPP loans. On December 27, 2020, the Consolidated Appropriations Act (“CAA”) was signed into law, which reverses existing IRS guidance provided in Notice 2020-32 by allowing taxpayers to fully deduct any business expenses, regardless of whether the expense was paid for using forgiven PPP loan proceeds. None of the other provisions of the CARES Act or CAA had a material impact to our tax accounts. 28 The following table summarizes our results of operations for the three and six months ended June 30, 2022 and 2021: For the Three Months For the Six Months Ended June 30, Ended June 30, 2022 2021 2022 2021 Sales $ 277 $ 160 $ 472 $ 248 Cost of sales 141 119 246 169 Gross profit 136 41 226 79 Operating expenses: Research and development 431 455 947 910 Selling, general and administrative 2,277 1,935 4,184 3,357 Total operating expenses 2,708 2,390 5,131 4,267 Net operating loss (2,572 ) (2,349 ) (4,905 ) (4,188 ) Other income (expense): Interest income 1 1 3 3 Interest expense - (3 ) (1 ) (8 ) Payroll Protection Program loan forgiveness - 650 - 650 Other income 2 1 2 22 Total other income 3 649 4 667 Net loss and comprehensive loss $ (2,569 ) $ (1,700 ) $ (4,901 ) $ (3,521 ) Weighted average common shares outstanding - basic and fully diluted 12,212,701 12,178,754 12,210,863 10,169,061 Net loss per common share - basic and fully diluted $ (0.21 ) $ (0.14 ) $ (0.40 ) $ (0.35 ) Comparison of the Three Months Ended June 30, 2022 and 2021 Sales Sales, net of sales discounts and promotions, were $277,000 for the three months ended June 30, 2022, compared to $160,000 for the same period in 2021. Sales increased by $117,000 in the three months ended June 30, 2022 due, in part, to continued focus of our internet sales initiatives, augmenting our existing pull through sales strategy, where demand from the consumer market encourages, or pulls, resellers and pest management professionals to offer our products, as well as enhanced strategic partnerships and collaborations with key distributors and PMPs. In addition, we saw increased sales activity from our field sales organization due in part to the launch of our new Elevate product offering. 29 Cost of Sales Cost of sales was $141,000, or 50.9% of net sales, for the three months ended June 30, 2022, compared to $119,000, or 74.4% of net sales, for the three months ended June 30, 2021. The increase in cost of goods sold of $22,000 in 2022 is primarily due to higher sales volume. The decrease in cost of sales as a percentage of net sales was primarily due to lower production scrap and manufacturing process improvement and efficiencies during the three months ended June 30, 2022. Gross Profit Gross profit for the three months ended June 30, 2022 was $136,000, or 49.1% of net sales, compared to a gross profit of $41,000, or 25.6% of net sales, for the same period in 2021. The increase in gross profit was a direct result of the impact of lower production scrap and continued manufacturing efficiencies as a result of scale-up activities. Research and Development Expenses Three Months Ended June 30, Increase 2022 2021 (Decrease) (in thousands) Direct research and development expenses: Personnel related (including stock-based compensation) $ 262 $ 240 $ 22 Professional fees 57 50 7 Depreciation 33 78 (45 ) Freight 24 21 3 Facility-related 27 26 1 Other 28 40 (12 ) Total research and development expenses $ 431 $ 455 $ (24 ) Research and development expenses were $431,000 for the three months ended June 30, 2022, compared to $455,000 for the same period in 2021. The $24,000 decrease in research and development expenses was primarily due to a decrease of $45,000 in depreciation expense and a decrease in other research and development expenses offset by an increase in personnel-related costs of $22,000, a $7,000 increase in professional fees, a $3,000 increase in freight expense and a $1,000 increase in facility related expenses. Personnel related expense, including stock-based compensation expense increased for the three months ended June 30, 2022, relative to the same period of 2021, due to the full quarter impact of headcount additions made in 2021 to meet current and future demand. Professional fees increased for the three months ended June 30, 2022, relative to the same period of 2021, primarily due to increased consulting expenses related to field and regulatory compliance studies and increased annual EPA and state registrations. Freight expense, the expense related to unbilled freight charges, increased for the three months ended June 30, 2022, relative to the same period of 2021, primarily due to increased product sales volume associated with new customer acquisition and increased freight rates due to increased fuel surcharges. Facility-related expenses increased $1,000 due primarily to contractual rent escalation in our facility lease contracts. The decrease in other research and development expenses of $12,000 in the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to decreased expenses related to field and product improvement studies. We also continue to develop our supply chain, particularly identifying and improving our sourcing of key ingredients for our product candidates. Depreciation expense decreased $45,000 for the three months ended June 30, 2022 over the three months ended June 30, 2021 due to several assets becoming fully depreciated during the period. 30 Selling, General and Administrative Expenses Three Months Ended June 30, Increase 2022 2021 (Decrease) (in thousands) Direct selling, general and administrative expenses: Personnel related (including stock-based compensation) $ 1,115 $ 1,195 $ (80 ) Professional fees 532 270 262 Facility-related 39 39 - Marketing 162 67 95 Office supplies/IT 85 80 5 Insurance 145 118 27 Travel and entertainment 60 71 (11 ) Other 139 95 44 Total selling, general and administrative expenses $ 2,277 $ 1,935 $ 342 Selling, general and administrative expenses were approximately $2.3 million for the three months ended June 30, 2022, as compared to approximately $1.9 million for the three months ended June 30, 2021. The increase of $342,000 in selling, general and administrative expenses was primarily due to an increase of $262,000 in professional fees, an $95,000 increase in marketing expenses, a $5,000 increase in office supplies/IT expenses, a $27,000 increase in insurance expense and an increase in other selling, general and administrative expenses of $44,000, offset by an $80,000 decrease in personnel related expenses and an $11,000 decrease in travel and entertainment expenses. The increase in professional services expenses for the three months ended June 30, 2022 was primarily due to marketing professional fees associated with outsourcing our marketing programs. Other marketing expenses increased $95,000 during the three months ended June 30, 2022 over the same period in 2021 primarily due to increases in digital marketing advertising. Office supplies/IT expenses were higher during the three months ended June 30, 2022 over the same period in 2021 primarily due to increased IT support services and increased Directors and Officers insurance premiums. The decrease in net salary costs of $80,000 for the three months ended June 30, 2022 over the same period in 2021 was due primarily to sales salary restructuring effective January 1, 2022. Travel and entertainment expenses for the three months ended June 30, 2022 were $11,000 lower than the same period in 2021 primarily due to the timing of travel scheduled for 2022 deferred to the third quarter. Interest Income/Expense, Net We recorded interest income, net of $1,000 for the three months ended June 30, 2022, as compared to interest expense, net of $2,000 for the same period in 2021. The $3,000 decrease in interest expense, net for the period was a result of decreased interest expense on certain notes payable and finance leases that expired after June 30, 2021. Paycheck Protection Program Loan Forgiveness PPP loan forgiveness income for the three months ended June 30, 2021 represents the forgiveness of a promissory note pursuant to the PPP under the CARES Act, that we secured under this program. Other Income (Expense) Other income, net was $2,000 for the three months ended June 30, 2022 as compared to $1,000 for the three months ended June 30, 2021. The $1,000 increase of other income, net for the three months ended June 30, 2022 represented increased gains on sale of miscellaneous fixed assets. Comparison of the Six Months Ended June 30, 2022 and 2021 Sales Sales, net of sales discounts and promotions, were $472,000 for the six months ended June 30, 2022, compared to $248,000 for the same period in 2021. Sales increased by $224,000 in the first six months of 2022 due, in part to continued focus of our internet sales initiatives, augmenting our existing pull through sales strategy, where demand from the consumer market encourages, or pulls, resellers and pest management professionals to offer our products, as well as enhanced strategic partnerships and collaborations with key distributors and PMPs. In addition, we saw increased sales activity from our field sales organization due in part to the launch of our new Elevate product offering. 31 Cost of Sales Cost of sales was $246,000, or 52.1% of net sales, for the six months ended June 30, 2022, compared to $169,000, or 68.1% of net sales, for the six months ended June 30, 2021. The increase in cost of goods sold of $77,000 in 2022 is primarily due to higher sales volume. The decrease in cost of sales as a percentage of net sales was primarily due to lower production scrap and manufacturing process improvement and efficiencies during the six months ended June 30, 2022. Gross Profit Gross profit for the six months ended June 30, 2022 was $226,000, or 47.9% of net sales, compared to a gross profit of $79,000, or 31.9% of net sales, for the same period in 2021. The increase in gross profit was a direct result of the impact of lower production scrap and continued manufacturing efficiencies as a result of scale-up activities. Research and Development Expenses Six Months Ended June 30, Increase 2022 2021 (Decrease) (in thousands) Direct research and development expenses: Personnel related (including stock-based compensation) $ 503 $ 475 $ 28 Professional fees 148 125 23 Depreciation 79 124 (45 ) Freight 50 32 18 Facility-related 53 46 7 Other 114 108 6 Total research and development expenses $ 947 $ 910 $ 37 Research and development expenses were $947,000 for the six months ended June 30, 2022, compared to $910,000 for the same period in 2021. The $37,000 increase in research and development expenses was primarily due to an increase of $28,000 in personnel-related costs, a $23,000 increase in professional fees, an $18,000 increase in freight expense, a $7,000 increase in facility related expenses and $6,000 increase in other research and development expenses, offset by a $45,000 decrease in depreciation expense. Personnel related expense, including stock-based compensation expense for the six months ended June 30, 2022 increased, relative to the same period of 2021, due to an increase in headcount to meet current and future demand. Professional fees increased for the six months ended June 30, 2022 relative to the same period of 2021, primarily due to increased consulting expenses related to field and regulatory compliance studies and increased annual EPA and state registrations. Freight expense, the expense related to unbilled freight charges, increased $18,000 for the six months ended June 30, 2022 relative to the same period of 2021 primarily due to increased product sales volume associated with new customer acquisition and increased freight rates due to increased fuel surcharges. Facility-related expenses increased $7,000 due primarily to contractual rent escalation in our facility lease contracts and a slight increase in utility expenses. The increase in other research and development expenses of $6,000 in the six months ended June 30, 2022 compared to the same period in 2021 was primarily due to increased expenses related to field and product improvement studies. We also continue to develop our supply chain, particularly identifying and improving our sourcing of key ingredients for our product candidates. Depreciation expense decreased $45,000 for the six months ended June 30, 2022 over the six months ended June 30, 2021 due to several assets becoming fully depreciated during the period. 32 Selling, General and Administrative Expenses Six Months Ended June 30, Increase 2022 2021 (Decrease) (in thousands) Direct selling, general and administrative expenses: Personnel related (including stock-based compensation) $ 2,185 $ 2,051 $ 134 Professional fees 900 491 409 Facility-related 78 80 (2 ) Marketing 245 153 92 Office supplies/IT 169 149 20 Travel and entertainment 106 96 10 Insurance 311 235 76 Other 190 102 88 Total selling, general and administrative expenses $ 4,184 $ 3,357 $ 827 Selling, general and administrative expenses were approximately $4.2 million for the six months ended June 30, 2022, as compared to approximately $3.4 million for the six months ended June 30, 2021. The increase of $827,000 in selling, general and administrative expenses was primarily due to an increase of $134,000 in net salary costs, an increase of $409,000 in professional fees, a $2,000 decrease in facility-related expenses, a $92,000 increase in marketing expenses, a $20,000 increase in office supplies/IT expenses, a $10,000 increase in travel and entertainment, a $76,000 increase in insurance expense and an increase in other selling, general and administrative expenses of $88,000. The increase in net compensation costs of $134,000 was due primarily to expenses related to an equity award to our employees as well as an increase in administrative headcount during the last 6 months of 2021, offset by sales rep compensation restructuring effective January 1, 2022. The increase in professional services expenses of $409,000 was primarily due to marketing professional fees associated with outsourcing our marketing programs. Facility related expenses were lower during the six months ended June 30, 2022 over the same period in 2021 due to lower utility costs that were incurred in 2021 to wind down the Flagstaff facility not incurred in 2022. Other marketing expenses increased $92,000 during the six months ended June 30, 2022 over the same period in 2021 primarily due to increases in digital marketing advertising. Office supplies/IT expenses were higher during the six months ended June 30, 2022 over the same period in 2021 due to increased IT support services Travel and entertainment expenses for the six months ended June 30, 2022 were $10,000 higher than the same period in 2021 primarily due to the timing of travel, incurred in Q-1, 2022. Insurance expenses increased during the six months ended June 30, 2022 primarily due to increased Directors and Officers insurance premiums. Other selling and general administrative expenses were $88,000 greater in the six months ended June 30, 2022 over the same period in 2021 due to a $12,000 reserve for uncollectable receivables and increased sales promotion and related expenses during the six months ended June 30, 2022. Interest Income/Expense, Net We recorded interest income, net of $2,000 for the six months ended June 30, 2022, compared to interest expense, net of $5,000 for the same period in 2021. The $7,000 decrease in interest expense, net for the period was a result of decreased interest expense on certain notes payable and finance leases that were paid down or expired after June 30, 2021. Paycheck Protection Program Loan Forgiveness PPP loan forgiveness income for the three months ended June 30, 2021 represents the forgiveness of a promissory note pursuant to the PPP under the CARES Act, that we secured under this program. Other Income (Expense) Other income, net was $2,000 for the six months ended June 30, 2022 as compared to $22,000 for the six months ended June 30, 2021. The $20,000 decrease in other income was primarily due to the impact of a payroll benefits accrual from 2019 that was reversed in the six months ended June 30, 2021, as the liability period had expired. Liquidity and Capital Resources Since our inception, we have sustained significant operating losses in the course of our research and development activities and commercialization efforts and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under a former license. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock; and debt financing, consisting primarily of convertible notes. 33 Through June 30, 2022, we have 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 $2.0 million in net product sales. As of June 30, 2022, we had an accumulated deficit of $117.4 million and cash and cash equivalents of $5.0 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 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 activities; (v) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs. Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 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 six to nine 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 six to nine months, and we are unable to raise the 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. Additional Funding Requirements We expect our expenses to continue or increase in connection with our ongoing activities, particularly as we focus on marketing and sales of ContraPest.. In addition, we will continue to incur costs associated with operating as a public company. In particular, we expect to incur substantial and increased expenses as we: ● work to maximize market acceptance for, and generate sales of, our products, including by conducting field demonstrations at potential lead customers; ● explore strategic partnerships to enable us to penetrate additional target markets and geographical locations; ● manage the infrastructure for sales, marketing and distribution of ContraPest and any other product candidates for which we may receive regulatory approval; ● seek additional regulatory approvals for ContraPest, including to more fully expand the market and use for ContraPest and, if we believe there is commercial viability, for our other product candidates; ● further develop our manufacturing processes to contain costs while being able to scale to meet future demand of ContraPest and any other product candidates for which we receive regulatory approval; ● continue product development of ContraPest and advance our research and development activities and, as our operating budget permits, advance the research and development programs for other product candidates; ● maintain and protect our intellectual property portfolio; and ● add operational, financial and management information systems and personnel, including personnel to support our product development and commercialization efforts and operations as a public company. We believe we will need additional financing to fund these continuing and additional expenses. 34 Cash Flows The following table summarizes our sources and uses of cash for each of the periods presented: Six Months Ended June 30, 2022 2021 Cash used in operating activities $ (4,148 ) $ (4,001 ) Cash used in investing activities (146 ) (83 ) Cash (used in) provided by financing activities (32 ) 13,570 Net (decrease) increase in cash and cash equivalents $ (4,326 ) $ 9,486 Operating Activities . During the six months ended June 30, 2022, operating activities used $4.1 million of cash, primarily resulting from our net loss of $4.9 million offset by changes in our operating assets and liabilities of $198,000 and by non-cash charges of $555,000, consisting primarily of stock-based compensation, depreciation and amortization and bad debt expense. Our net loss was primarily attributable to research and development activities and our selling, general and administrative expenses, as we generated limited product revenue during the period. Net cash generated by changes in our operating assets and liabilities for the six months ended June 30, 2022 of $259,000 consisted primarily of an increase in deferred revenue of $41,000, a net increase in accrued expenses and accounts payable of $145,000 and a decrease in inventory of $25,000, offset by an increase in prepaid expenses of $108,000 and an increase in accounts receivable of $19,000. During the six months ended June 30, 2021, operating activities used $4.0 million of cash, primarily resulting from our net loss of $3.5 million, changes in our operating assets and liabilities of $317,000 and by non-cash charges of $163,000, consisting primarily of stock-based compensation, depreciation and amortization, offset by the Paycheck Protection Program loan forgiveness during the period. Our net loss was primarily attributable to manufacturing, research and development activities and our selling, general and administrative expenses, as we generated limited product revenue during the period. Net cash used by changes in our operating assets and liabilities for the six months ended June 30, 2021 of $317,000 consisted primarily of a net decrease in accrued expenses and accounts payable of $51,000, an increase in prepaid expenses of $203,000, an increase in inventory of $24,000 and an increase in accounts receivable of $49,000, offset by a decrease in other assets of $10,000. Investing Activities. For the six months ended June 30, 2022, net cash used in investing activities was $146,000 due to the purchases of property, plant and equipment and construction in progress. For the six months ended June 30, 2021, net cash used in investing activities was $83,000 due to the purchases of property, plant and equipment and increases in construction in progress. Financing Activities. During the six months ended June 30, 2022, net cash used by financing activities was $32,000 as a result of $5,000 of repayments related to notes payable and $27,000 in repayments of finance lease obligations. During the six months ended June 30, 2021, net cash provided by financing activities was $13.6 million as a result of $12.4 million in net proceeds from the issuance of common stock and net proceeds of $1.2 million from the exercise of warrants, offset by $26,000 related to payments of finance lease obligations, $28,000 related to repayments of notes payable and $17,000 for the payment of employee withholding taxes related to share based awards. 35 Off-Balance Sheet Arrangements None. Critical Accounting Policies and Significant Judgments and Estimates Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation of our financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in Note 2 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements. Revenue Recognition 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; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition (“ASC 605”) . Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of the fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The performance obligations identified by us under ASC 606 are straightforward and similar to the unit of account and performance obligation determination under ASC Topic 605, Revenue Recognition . 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. Stock-Based Compensation We recognize compensation costs related to stock options granted to employees based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures, in accordance with ASC Topic 718 — Stock Compensation . We estimate the grant date fair value of the awards, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The grant date fair value of stock-based awards is expensed on a straight-line basis over the vesting period of the respective award. We recorded stock-based compensation expense of approximately $206,000 and $182,000 for the three months ended June 30, 2022 and June 30, 2021, respectively, and approximately $430,000 and $337,000 for the six months ended June 30, 2022 and June 30, 2021, respectively. We expect to continue to grant stock options and other equity-based awards in the future and continue to recognize stock-based compensation expense in future periods. 36 The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards. If we had made different assumptions, our stock-based compensation expense, net loss and loss per share of common stock could have been significantly different. Our assumptions are as follows: ● Expected term . The expected term represents the period that the stock-based awards are expected to be outstanding. Our historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, we estimate the expected term by using the simplified method, which calculates the expected term as the average of the time-to-vesting and the contractual life of the options. ● Expected volatility . Expected volatility is derived from the average historical volatilities of publicly traded companies within our industry that we consider to be comparable to our business over a period approximately equal to the expected term. We intend to continue to consistently apply this process using the same or similar public companies unless circumstances change such that the identified companies are no longer similar to us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. ● Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term. ● Expected dividend . The expected dividend is assumed to be zero as we have never paid dividends and have no current plans to pay any dividends on our common stock. ● Expected forfeitures . We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period that the estimates are revised. Significant Factors, Assumptions and Methodologies Used in Determining Fair Value of Our Common Stock As noted above, we are required to estimate the fair value of the common stock underlying our stock-based awards when performing the fair value calculations using the Black-Scholes option-pricing model. The assumptions underlying these valuations represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. If we had made different assumptions than those used, the amount of our stock-based compensation expense, net income and net income per share amounts could have been significantly different. The fair value per share of our common stock for purposes of determining stock-based compensation expense is the closing price of our common stock as reported on the applicable grant date. The compensation cost that has been included in the statements of operations and comprehensive loss for all stock-based compensation arrangements is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 3 $ - $ 4 $ 2 Selling, general and administrative 203 182 426 335 Total stock-based compensation expense $ 206 $ 182 $ 430 $ 337 The intrinsic value of stock options outstanding as of June 30, 2022 was $0. 37 Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures We periodically conduct evaluations (pursuant to Rule 13a-15(b) of the Exchange Act), under the supervision and with the participation of management, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this report. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 38 PART II. OTHER INFORMATION Item 1. Legal Proceedings For information regarding legal proceedings in which we are involved, see Note 12 - Commitments and Contingencies under the subsection titled “Legal Proceedings” in our Notes to Condensed Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Item 1A. Risk Factors There have been no material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our 2021 Annual Report. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. 39 Item 6. Exhibits INDEX TO EXHIBITS Exhibit Number Filed or Furnished Herewith Incorporated by Reference Description Form Filing Date Exhibit File No. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 X 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 X 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X 40 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SENESTECH, INC. (Registrant) Dated: August 12, 2022 By: /s/ Kenneth Siegel Kenneth Siegel Chief Executive Officer Dated: August 12, 2022 By: /s/ Thomas C. Chesterman Thomas C. Chesterman Chief Financial Officer and Treasurer 41