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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-03-17 · 46 added, 39 removed, 161 unchanged (35% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, as of December 31, 2023, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act.

1 unchanged sentence

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act of 1934.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

5 unchanged sentences

Based on this assessment, management has concluded that internal control over financial reporting was effective as of December 31, 2023 based on those criteria.

This annual report does not include an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for smaller reporting companies.

This annual report does not include an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for smaller reporting companies.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

OTHER INFORMATION.

Not applicable.

During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

13 unchanged sentences

Financial Statements are listed in the Index to Financial Statements on page F-1 of this report.

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because of the absence of the conditions under which they are required or because the information required is shown in the financial statements or notes above.

All schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because of the absence of the conditions under which they are required or because the information required is shown in the financial statements or notes above.

(b) Exhibit Listing

1 unchanged sentence

(3) Articles of Incorporation and Bylaws

3.1* Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation ( Form 10-K filed March 17, 2020 , Exhibit 3.

001-37941)) .

2 unchanged sentences

(Form 8-K filed November 15, 2022, Exhibit 3.1(a) (File no.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of SenesTech, Inc.

(Form 8-K filed November 15, 2023, Exhibit 3.1(a) (File no.

001-37941)) .

3.2* Amended and Restated Bylaws (Form S- 1 filed September 21, 2016, Exhibit 3.5 (File no.

1 unchanged sentence

3.2(a)* Amendment No.

1 to the Amended and Restated Bylaws of SenesTech, Inc.

, dated June 16, 2021 (Form 8-K filed June 17, 2021, Exhibit 3.2 (File no.

1 to the Amended and Restated Bylaws of SenesTech, Inc., dated June 16, 2021 (Form 8-K filed June 17, 2021, Exhibit 3.2 (File no.

(4) Instruments defining the rights of security holders, including indentures

1 unchanged sentence

001-37941)) .

4.2* Form of the Registrant’s Common Stock certificate ( Form S-1 file d October 7, 2016 , Exhibit 4.1 (File no.

4.2* Form of the Registrant’s Common Stock certificate (Form S-1 filed October 7, 2016, Exhibit 4.1 (File no.

333-213736)) .

50 unchanged sentences

333-269686)).

4.28* Form of Series C Warrant (Form 8-K filed April 12, 2023, Exhibit 4.28 (File no.

4.29* Form of Series Placement Agent Warrant (Form 8-K filed April 12, 2023, Exhibit 4.29 (File no.

Form of New Warrants (Form 8-K filed August 22, 2023, Exhibit 4.33 (File no.

F or m of Series D Warrant (Form 8-K filed November 29, 2023, Exhibit 4.34 (File no.

Form of Series E Warrant (Form 8-K filed November 29, 2023, Exhibit 4.3 5 (File no.

Form of Pre-Funded Warrant (Form 8-K filed November 29, 2023, Exhibit 4.3 6 (File no.

Form of P lacement Agent Warrant (Form 8-K filed November 29, 2023, Exhibit 4.3 7 (File no.

(10) Material Contracts

6 unchanged sentences

333-213736)).

10.4* Employment Letter Agreement by and between the Registrant and Kim Wolin dated January 28, 2020 (Form S-1 filed February 13, 2020, Exhibit 10.7 (File no.

333-236302 ) ).

10.5* Employment Letter Agreement by and between the Registrant and Steven Krause, dated January 12, 2020 (Form 10-K/A filed April 21, 2020, Exhibit 10.1 (File no.

001-37941 ) ).

Promissory Note, dated April 15, 2020, by and between the Company and BMO Harris Bank National Association (Form 8-K filed April 21, 2020, Exhibit 10.1 (File no.

001-37941 ) ).

Employment Letter Agreement by and between SenesTech, Inc.

4 unchanged sentences

Standard Industrial/Commercial Multi-Tenant Lease, between the Company and Duke Go PP, LLC, dated as of June 22, 2020 (Form 10-Q filed August 13, 2020, Exhibit 10.4 (File no.

001-37941 )).

Form of Securities Purchase Agreement (Form 8-K filed July 17, 2019, Exhibit 10.1 (File no.

001-37941 )).

Form of Securities Purchase Agreement (Form 8-K filed January 28, 2020, Exhibit 10.1 (File no.

001-37941 )).

Form of Securities Purchase Agreement (Form 8-K filed March 6, 2020, Exhibit 10.1 (File no.

001-37941 )).

Form of Securities Purchase Agreement (Form S-1/A filed February 13, 2020, Exhibit 10.19 (File no.

333-236302)).

10.14* Form of Securities Purchase Agreement ( Form 8-K file d April 2 1 , 2020 , Exhibit 10.1 (File no.

001-37941 )).

Form of Securities Purchase Agreement (Form 8-K filed April 21, 2020, Exhibit 10.1 (File no.

Form of Letter Agreement, dated as of October 23, 2020, between the Company and the purchaser thereto (Form 8-K filed October 27, 2020, Exhibit 10.1 (File no.

001-37941 )).

Form of Securities Purchase Agreement, dated as of January 27, 2021 (Form 8-K filed February 2, 2021, Exhibit 10.1 (File no.

001-37941 )).

Form of Registration Rights Agreement, dated as of January 27, 2021 (Form 8-K filed February 2, 2021, Exhibit 10.2 (File no.

001-37941 )).

Form of Securities Purchase Agreement (Form S-1 filed November 15, 2022, Exhibit 10.18 (File no.

2 unchanged sentences

2018 Equity Incentive Plan, as amended (Form 8-K filed October 14, 2022, Exhibit 10.23 (File no.

10.19(a)* Form of SenesTech, Inc.

Form of SenesTech, Inc.

Stock Option Grant Notice and Option Agreement (Form 8-K filed October 14, 2022, Exhibit 10.23A (File no.

10.19(b)* Form of SenesTech, Inc.

Form of SenesTech, Inc.

Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Form 8-K filed October 14, 2022, Exhibit 10.23B (File no.

2 unchanged sentences

Employment Letter Agreement between SenesTech, Inc.

and Joel Freundt dated November 9, 2022 (Form 8-K filed November 14, 2022, Exhibit 10.24 (File no.

and Joel Fr u e ndt dated November 9, 2022 (Form 8-K filed November 14, 2022, Exhibit 10.24 (File no.

Separation Agreement, by and between SenesTech, Inc.

and Kenneth Siegel, dated December 29, 2022 (Form 8-K filed January 5, 2023, Exhibit 10.25 (File no.

Form of Securities Purchase Agreement (Form 8-K filed April 12, 2023, Exhibit 10.26 (File no.

Separation Agreement between SenesTech, Inc.

and Nicole Williams dated April 21, 2023 (Form 8-K filed April 24, 2023, Exhibit 10.27 (File no.

SenesTech, Inc.

2018 Equity Incentive Plan, as amended (Form 8-K filed June 27, 2023, Exhibit 10.28 (File no.

Form of Inducement Letter (Form 8-K filed August 22, 2023, Exhibit 10.29 (File no.

F orm of Securities Purchase Agreement between SenesTech, Inc.

and the Purchasers named therein dated November 27, 2023 (Form 8-K filed November 29, 2023, Exhibit 10.28 (File no.

21.1 List of Subsidiaries of the Registrant.

20 unchanged sentences

SENESTECH, INC.

March 16, 2023

/s/ Joel Freundt

Chief Executive Officer

March 16, 2023

February 21, 2024

/s/ Joel Fruendt

President and Chief Executive Officer

February 21, 2024

/s/ Thomas C.

Chief Financial Officer and Treasurer

Vice President, Chief Financial Officer,

Treasurer and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.

Signature Title Date

/s/ Joel Fruendt Chief Executive Officer March 16, 2023

/s/ Joel Fruendt President and Chief Executive Officer

February 21, 2024

Joel Fruendt (Principal Executive Officer)

/s/ Thomas C.

Chesterman Chief Financial Officer and Treasurer March 16, 2023

Chesterman Vice President, Chief Financial Officer,

Treasurer, and Secretary

February 21, 2024

Chesterman (Principal Financial and Accounting Officer)

/s/ Jamie Bechtel Chair of the Board March 16, 2023

/s/ Jamie Bechtel Chair of the Board February 21, 2024

Jamie Bechtel

/s/ Marc Dumont Director March 16, 2023

/s/ Delphine Francois Chiavarini Director March 16, 2023

/s/ Delphine Francois Chiavarini Director February 21, 2024

Delphine Francois Chiavarini

/s/ Phil Grandinetti Director March 16, 2023

/s/ Phil Grandinetti Director February 21, 2024

Phil Grandinetti

/s/ Jake Leach Director March 16, 2023

/s/ Jake Leach Director February 21, 2024

/s/ Matthew K.

Szot Director March 16, 2023

Szot Director February 21, 2024

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

What changed 10-K

Item 9A. Controls and Procedures