SenesTech, Inc. 10-Q

Item 1. Financial Statements SENESTECH, INC. CONDENSED BALANCE SHEETS (In thousands, except shares and per share data) June 30, 2025 December 31, 2024 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 6,055 $ 1,307 Accounts receivable, net 470 335 Inventory, net 711 794 Prepaid expenses and other current assets 238 377 Total current assets 7,474 2,813 Right to use asset, operating lease 2,417 — Property and equipment, net 416 407 Other noncurrent assets 58 58 Total assets $ 10,365 $ 3,278 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 123 $ 215 Accrued expenses 564 278 Current portion of operating lease liability 52 — Current portion of notes payable 59 56 Deferred revenue 12 12 Total current liabilities 810 561 Operating lease liability, less current portion 2,403 — Notes payable, less current portion 175 206 Total liabilities 3,388 767 Commitments and contingencies (see notes) Stockholders’ equity: Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding — — Common stock, $ 0.001 par value, 100,000,000 shares authorized, 3,764,143 and 1,035,893 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 4 1 Additional paid-in capital 146,351 138,607 Accumulated deficit ( 139,378 ) ( 136,097 ) Total stockholders’ equity 6,977 2,511 Total liabilities and stockholders’ equity $ 10,365 $ 3,278 See accompanying notes to condensed financial statements. 1 Table of Contents SENESTECH, INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except shares and per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues, net $ 625 $ 459 $ 1,110 $ 874 Cost of sales 216 210 388 490 Gross profit 409 249 722 384 Operating expenses: Research and development 427 467 845 837 Selling, general and administrative 1,596 1,384 3,154 2,992 Total operating expenses 2,023 1,851 3,999 3,829 Loss from operations ( 1,614 ) ( 1,602 ) ( 3,277 ) ( 3,445 ) Other income (expense): Interest income 4 22 7 37 Interest expense ( 6 ) ( 5 ) ( 11 ) ( 9 ) Miscellaneous income — 1 — 1 Other income (expense), net ( 2 ) 18 ( 4 ) 29 Net loss and comprehensive loss $ ( 1,616 ) $ ( 1,584 ) $ ( 3,281 ) $ ( 3,416 ) Weighted average shares outstanding - basic and diluted 1,854,531 514,463 1,578,783 514,458 Net loss per share - basic and diluted $ ( 0.87 ) $ ( 3.08 ) $ ( 2.08 ) $ ( 6.64 ) See accompanying notes to condensed financial statements. 2 Table of Contents SENESTECH, INC. CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 3,281 ) $ ( 3,416 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 74 73 Stock-based compensation 181 173 Operating lease 38 ( 3 ) Bad debt expense 6 2 Changes in operating assets and liabilities: Accounts receivable ( 141 ) ( 150 ) Prepaid expenses and other current assets 139 ( 76 ) Inventory 83 ( 104 ) Accounts payable ( 92 ) 41 Accrued expenses 286 47 Deferred revenue — ( 3 ) Net cash used in operating activities ( 2,707 ) ( 3,416 ) Cash flows from investing activities: Purchase of property and equipment ( 83 ) ( 41 ) Net cash used in investing activities ( 83 ) ( 41 ) Cash flows from financing activities: Proceeds from the exercise of warrants, net 4,860 6 Proceeds from issuances of common stock, net 2,706 — Proceeds from issuance of notes payable — 25 Repayments of notes payable ( 28 ) ( 17 ) Net cash provided by financing activities 7,538 14 Increase (decrease) in cash and cash equivalents 4,748 ( 3,443 ) Cash and cash equivalents, beginning of period 1,307 5,395 Cash and cash equivalents, end of period $ 6,055 $ 1,952 Supplemental cash flow information is as follows: Interest paid $ 11 $ 9 Income taxes paid $ — $ — Non-cash investing and financing activities: Operating lease entered into for right-to-use asset $ 2,439 $ — Note payable incurred for the purchase of certain equipment — 4 See accompanying notes to condensed financial statements. 3 Table of Contents SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 1: BASIS OF PRESENTATION Nature of Business SenesTech, Inc. (subsequently referred to in this report as “we,” “us,” “our,” or “our company”) was incorporated in the state of Nevada in July 2004. On November 12, 2015, we subsequently reincorporated in the state of Delaware. Our corporate headquarters and manufacturing site are in Surprise, Arizona. We have developed and are commercializing products for managing animal pest populations through fertility control. Our current products focus on rat and mouse populations, and are known as ContraPest ® , Evolve TM Rat and Evolve Mouse. CONTRAPEST. ContraPest, our initial product, is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide and triptolide. ContraPest targets the reproductive systems of both male and female rats, is a highly palatable formulation, does not cause illness or changed behavior in rats, and leads to significant reductions in fertility and rat populations. Accordingly, ContraPest is an additional tool to use as part of an integrated pest management program. In August 2016, the U.S. Environmental Protection Agency (“EPA”) granted an unconditional registration for ContraPest as a restricted use pesticide (“RUP”), requiring purchase or application oversight by a licensed professional. In October 2018, the EPA approved the removal of the RUP designation and ContraPest was reclassified as a general use pesticide. To date, ContraPest is registered in all 50 states and the District of Columbia ( 49 states and the District of Columbia have approved the RUP designation) and two major U.S. territories, Puerto Rico and the U.S. Virgin Islands. In March 2022, the EPA granted a sub-label for ContraPest allowing for an alternative delivery system in a hanging bait station. This sub-label is marketed as Elevate Bait System TM and was designed to target roof rat habitats and infestations. EVOLVE. The Evolve product line, which began in the form of Evolve Rat, launched in January 2024, and is currently our lead product. Evolve Rat is a soft bait product that is novel to the pest control industry and contains the active ingredient, cottonseed oil. Evolve Rat reduces fertility in both male and female rats. Additionally, its palatable formulation produces high acceptance for sustained consumption even when other sought-after food sources are present. Evolve Rat does not cause illness in rats and, therefore, it does not change behavior or result in bait aversion. By targeting the reproductive systems of both male and female rats and with palatability generating continued consumption, the use of Evolve Rat can lead to a sustained reduction of the rat population. Evolve Rat meets the EPA’s minimum risk pesticide conditions under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b). Due to its classification, Evolve Rat is exempt from federal registration because it poses little to no risk to human health and the environment. Evolve Rat may also be used in agricultural application, as it is made from food ingredients with tolerance exemptions for both food and nonfood applications. There are 10 states that accept the federal exemption for pesticide registration and require no additional determination or approval. In states that do not accept the federal exemption, we must obtain registration from the various state regulatory agencies. To date, we are authorized to sell Evolve Rat in 48 states and territories. In May 2024, we launched Evolve Mouse, our latest expansion of the Evolve product line. Evolve Mouse is a variation of our soft bait formulation and contains the same active ingredient, cottonseed oil, in a different concentration. Evolve Mouse limits reproduction of male and female mice and is also considered a minimum risk pesticide under the EPA’s FIFRA, Section 25(b). To date, we are authorized to sell Evolve Mouse in 37 states and territories. We are continuously enhancing ContraPest and Evolve to align with the unique needs and environments of our customers in our target verticals, while simultaneously pursuing regulatory approvals and amendments to our existing U.S. registrations to broaden its use and marketability. When regulatory and financial conditions permit, we will seek regulatory approval for additional jurisdictions beyond the United States. Going Concern Our condensed financial statements as of June 30, 2025 were prepared under the assumption that we would continue as a going concern. The reports of our independent registered public accounting firm that accompanies our financial statements for each of the years ended December 31, 2024 and December 31, 2023 contain 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, we have incurred significant operating losses since our inception, and we expect to continue to incur 4 Table of Contents 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 fertility control products, our 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 incurred significant operating losses related to our research and development and commercialization efforts and we expect these losses to continue in the near term. We have generated limited revenue to date from product sales and have primarily funded our operations through the sale of equity securities, including common stock and warrants to purchase common stock.As of June 30, 2025, we had an accumulated deficit of $ 139.4 million and cash and cash equivalents of $ 6.1 million. Our ultimate, long-term success depends upon the outcome of a combination of factors, including the following: (i) successful commercialization of fertility control products and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of fertility control products 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. Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2025, in combination with anticipated revenue and any additional sales of our equity securities, including the most recent warrant exercise transaction in August 2025, see Note 11, Subsequent Events , will be sufficient to fund our current operations through at least the end of fiscal 2027.While we have evaluated and continue to evaluate our operating expenses and concentrate our resources toward the successful commercialization of fertility control products in the United States, additional financing may still be needed before achieving anticipated revenue targets and margin targets. If 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, additional capital may be needed in order to fund our operating losses and research and development activities before we become profitable. 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. Condensed Financial Statements 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, 2025, and our operating results and cash flows for the six month periods ended June 30, 2025 and 2024. The accompanying financial information as of December 31, 2024 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, 2024, filed with the SEC on March 13, 2025. Recent Accounting Pronouncements 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 financial statements. 5 Table of Contents 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 inventory, common stock warrants and stock-based awards, such as stock options and restricted stock units. Actual results could differ from such estimates. Advertising Costs Advertising costs are expensed as incurred and were $ 34,000 and $ 62,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 57,000 and $ 121,000 for the six months ended June 30, 2025 and 2024, respectively. Comprehensive Loss We have no other comprehensive income items for the periods presented. As a result, our net loss and comprehensive loss were the same for the periods presented, and a separate statement of comprehensive loss is not included in the accompanying condensed financial statements. NOTE 2: BALANCE SHEET COMPONENTS Cash and Cash Equivalents Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $ 6.1 million and $ 1.3 million as of June 30, 2025 and December 31, 2024, respectively, included within cash and cash equivalents in the condensed balance sheets. Accounts Receivable, Net Accounts receivable, net consisted of the following (in thousands): June 30, 2025 December 31, 2024 Accounts receivable $ 480 $ 339 Allowance for uncollectible accounts ( 10 ) ( 4 ) Accounts receivable, net $ 470 $ 335 The following was the activity in the allowance for uncollectible accounts (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Balance as of beginning of period $ 4 $ 4 $ 4 $ 4 Increase in provision 6 2 6 2 Amounts written off, less recoveries — ( 2 ) — ( 2 ) Balance as of end of period $ 10 $ 4 $ 10 $ 4 6 Table of Contents Inventory, net Inventory, net consisted of the following (in thousands): June 30, 2025 December 31, 2024 Raw materials $ 649 $ 719 Work in progress 1 1 Finished goods 61 74 Total inventory 711 794 Less: reserve for obsolescence — — Inventory, net $ 711 $ 794 The following was the activity in the reserve for obsolescence (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Balance as of beginning of period $ — $ 5 $ — $ 5 Increase in reserve — — — — Amounts relieved — ( 5 ) — ( 5 ) Balance as of end of period $ — $ — $ — $ — Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2025 December 31, 2024 Software licenses $ 69 $ 112 Professional services 51 18 Inventory 18 — Insurance 39 27 Equity offering costs 24 146 Rent 12 38 Marketing programs and conferences 4 21 Other 21 15 Total prepaid expenses and other current assets $ 238 $ 377 7 Table of Contents Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, 2025 December 31, 2024 Research and development equipment $ 1,897 $ 1,826 Office and computer equipment 494 494 Autos 54 54 Furniture and fixtures 46 46 Leasehold improvements 240 157 Total in service 2,731 2,577 Accumulated depreciation and amortization ( 2,315 ) ( 2,242 ) Total in service, net 416 335 Construction in progress — 72 Property and equipment, net $ 416 $ 407 Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, 2025 December 31, 2024 Compensation and related benefits $ 254 $ 244 Legal and consulting professional services 297 30 Product warranty and other 13 4 Total accrued expenses $ 564 $ 278 Notes Payable We have financing arrangements related to the purchase of certain equipment. The notes payable for that certain equipment have a weighted average annual interest rate of 10.4 % with original terms of five years and are secured by the underlying equipment. As of June 30, 2025, future principal payments were as follows (in thousands): 2025 $ 28 2026 61 2027 68 2028 65 2029 12 Thereafter — Total principal payments 234 Less: current portion of notes payable ( 59 ) Notes payable, less current portion $ 175 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. Notes payable and operating lease liability are recorded at amortized cost, which approximates fair value. 8 Table of Contents NOTE 4: LEASES In August 2024, we entered into an operating lease for a new location for our corporate headquarters and manufacturing and research operations. The lease commenced in April 2025 and expires in 2035. The operating lease for our previous manufacturing and research operations and our corporate headquarters expired in May 2025. The components of lease cost were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Operating lease cost $ 101 $ 57 $ 173 $ 113 As of June 30, 2025, the maturities of under the operating lease liability were as follows (in thousands): 2025 $ 83 2026 331 2027 338 2028 348 2029 358 Thereafter 2,245 Total operating lease payments 3,703 Less: imputed interest ( 1,248 ) Total operating lease liability $ 2,455 NOTE 5: STOCK-BASED COMPENSATION In 2018, our stockholders approved the adoption of the SenesTech, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), which provides for the issuance of stock-based instruments, such as stock options or restricted stock units, to employees or consultants as deemed appropriate. The 2018 Plan has since been amended and restated on certain occasions, most recently on July 11, 2024, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares. As of June 30, 2025, we have 32,182 shares of common stock available for issuance under the 2018 Plan. Currently, only stock options are outstanding under the 2018 Plan, which are generally issued with a per share exercise price equal to the fair market value of our common stock at the date of grant. Options granted generally vest ratably over a 12 - to 36 -month period coinciding with their respective service periods, with terms generally of ten years . Certain stock option awards provide for accelerated vesting upon a change in control. 9 Table of Contents The following table presents the outstanding stock option activity: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Three months ended June 30, 2025: Outstanding as of March 31, 2025: 175,671 $ 23.27 9.3 Granted — — — Exercised — — — Forfeited ( 9 ) 2,616.00 — Expired — — — Outstanding as of June 30, 2025 175,662 (1) 23.14 9.1 Six months ended June 30, 2025: Outstanding as of December 31, 2024 147,616 27.13 9.5 Granted 28,057 3.09 9.5 Exercised — — — Forfeited ( 11 ) 2,497.70 — Expired — — — Outstanding as of June 30, 2025 175,662 (1) 23.14 9.1 Exercisable as of June 30, 2025 81,175 46.15 8.9 (1) Includes options related to 603 shares that are inducement awards and not granted under the 2018 Plan. The weighted average grant date fair value of options granted during the three and six months ended June 30, 2025 was $ 3.08 per share based on the following assumptions used in the Black-Scholes option pricing model: Expected volatility 162 % Expected dividend yield — % Expected term (in years) 10 Risk-free interest rate 4.67 % The expected volatility assumption is based on the calculated volatility of our common stock at the date of grant based on historical prices over the most recent period commensurate with the term of the award. The expected dividend yield assumption is based on our history and expected dividend payouts: we have not, and do not expect to, pay dividends. The expected term assumption is the contractual term of the options. The risk-free interest rate assumption is determined using the U.S. treasury yields for bonds with a maturity commensurate with the term of the award. The stock-based compensation expense was recorded as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Research and development $ 3 $ 4 $ 6 $ 8 Selling, general and administrative 87 84 175 165 Total stock-based compensation expense $ 90 $ 88 $ 181 $ 173 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. 10 Table of Contents As of June 30, 2025, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $ 245,000 , which will be recognized over a weighted average period of 2.1 years, assuming the employees and non-employees complete their service period required for vesting. NOTE 6: STOCKHOLDERS’ EQUITY Activity in equity during the three and six month periods ended June 30, 2025 and 2024 was as follows (dollars in thousands): Common Stock Additional Paid-In Capital Accumulated Deficit Total Shares Amount 2025 Balances as of December 31, 2024 1,035,893 $ 1 $ 138,607 $ ( 136,097 ) $ 2,511 Stock-based compensation — — 91 — 91 Issuance of common stock, net of transaction costs 365,319 — 1,066 — 1,066 Issuance of common stock upon exercise of warrants, net of transaction costs 374,718 1 888 — 889 Net loss — — — ( 1,665 ) ( 1,665 ) Balances as of March 31, 2025 1,775,930 2 140,652 ( 137,762 ) 2,892 Stock-based compensation — — 90 — 90 Issuance of common stock, net 489,341 1 1,639 — 1,640 Issuance of common stock upon exercise of warrants, net 1,498,872 1 3,970 — 3,971 Net loss — — — ( 1,616 ) ( 1,616 ) Balances as of June 30, 2025 3,764,143 $ 4 $ 146,351 $ ( 139,378 ) $ 6,977 2024 Balances as of December 31, 2023 514,003 $ 1 $ 136,263 $ ( 129,913 ) $ 6,351 Stock-based compensation — — 85 — 85 Issuance of common stock upon exercise of warrants, net of transaction costs 460 — 6 — 6 Net loss — — — ( 1,832 ) ( 1,832 ) Balances as of March 31, 2024 514,463 1 136,354 ( 131,745 ) 4,610 Stock-based compensation — — 88 — 88 Issuance of common stock for fractional shares in the 10:1 reverse stock split 877 — — — — Net loss — — — ( 1,584 ) ( 1,584 ) Balances as of June 30, 2024 515,340 $ 1 $ 136,442 $ ( 133,329 ) $ 3,114 In June 2025, we completed a warrant inducement transaction whereby we issued 1,458,872 shares of common stock pursuant to the exercise of warrants. Certain warrant holders were induced to exercise warrants at the existing exercise price of $ 2.90 per share and pay a purchase price of $ 0.125 per share, or an aggregate purchase price of $ 182,000 , in consideration of our issuance of new warrants with similar terms as the warrants that were induced to exercise (the “June 2025 Warrant Inducement”). Additionally, warrants related to 40,000 shares were also exercised in June 2025 outside of the June 2025 Warrant Inducement. Gross proceeds for warrants exercised in June 2025 was $ 4.5 million, before deducting $ 507,000 of issuance-related costs. See Note 7, Common Stock Warrants , for a discussion of the new short-term warrants to purchase 1,458,872 shares that were issued in connection with the June 2025 Warrant Inducement. 11 Table of Contents In March 2025, we completed a warrant inducement transaction whereby we issued 374,718 shares of common stock pursuant to the exercise of warrants. Certain warrant holders were induced to exercise warrants by reducing the exercise price to the then current market price of our common stock (the “March 2025 Warrant Inducement”). The original warrants consisted of 251,884 shares issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 4.5 years (“Series F-1 Warrants”) and 122,834 shares issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 1.0 year (“Series F-2 Warrants”) (collectively, the “Original Warrants”). The Original Warrants were exercised for $ 2.90 per share for gross proceeds of $ 1.1 million, before deducting $ 250,000 of issuance costs. The difference between the fair value of the warrants immediately prior to modification and immediately after modification was treated as a transaction cost, which is netted against proceeds received, and was $ 58,000 using the Black-Scholes model based on the following significant inputs: • For the Series F-1 Warrants: common stock price of $ 2.38 per share; volatility of 120 %; term of 4.5 years; dividend yield of 0 %; and risk-free rate of 4.0 %; and • For the Series F-2 Warrants: common stock price of $ 2.38 per share; volatility of 111 %; term of 1.0 year; dividend yield of 0 %; and risk-free rate of 4.0 %. In connection with the March 2025 Warrant Inducement, new short-term warrants to purchase 1,517,608 shares of our common stock were issued, which are discussed in Note 7, Common Stock Warrants . In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock (“ATM Facility”). The offering is being conducted pursuant to a shelf registration statement on Form S-3 (Registration no. 333-261227), originally filed with the SEC on November 19, 2021, amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, along with related prospectus supplements dated June 20, 2024 and April 22, 2025, which registration statement was subsequently replaced by a new shelf registration statement on Form S-3 (Registration no. 333-286955), filed with the SEC on May 2, 2025, amended on June 23, 2025, and declared effective by the SEC on June 24, 2025, along with related prospectus supplements dated June 24, 2025 and June 30, 2025. All prospectus supplements were filed with the SEC pursuant to Rule 424(b) under the Securities Act. During the first half of 2025, we have sold 854,660 shares of common stock under this ATM Facility for gross proceeds of $ 3.0 million, before deducting offering expenses of $ 299,000 . As of June 30, 2025, there is capacity under the ATM Facility of $ 649,000 . 12 Table of Contents NOTE 7: COMMON STOCK WARRANTS The following table presents the common stock warrant activity: Issue Date Warrant Type Term Date Exercise Price Balance December 31, 2024 Issued Exercised Expired Balance June 30, 2025 January 2020 Registered Direct Offering July 2025 $ 21,600.00 60 — — — 60 January 2020 Dealer Manager January 2025 $ 24,000.00 4 — — ( 4 ) — March 2020 Dealer Manager March 2025 $ 9,015.12 4 — — ( 4 ) — April 2020 Dealer Manager April 2025 $ 9,528.00 47 — — ( 47 ) — April 2020 Registered Direct Offering April 2025 $ 7,320.00 20 — — ( 20 ) — October 2020 Dealer Manager April 2026 $ 5,174.40 34 — — — 34 February 2021 Private Placement Agreement August 2026 $ 5,318.40 540 — — — 540 February 2021 Dealer Manager August 2026 $ 6,835.40 136 — — — 136 March 2021 Dealer Manager March 2026 $ 6,000.00 60 — — — 60 November 2022 Dealer Manager November 2027 $ 525.00 892 — — — 892 April 2023 Series C October 2028 $ 194.40 7,142 — — — 7,142 April 2023 Dealer Manager April 2028 $ 262.50 534 — — — 534 August 2023 Dealer Manager August 2028 $ 108.04 1,222 — — — 1,222 November 2023 Series D November 2028 $ 13.00 151,026 — — — 151,026 November 2023 Series E May 2025 $ 13.00 80,998 — — ( 80,998 ) — November 2023 Dealer Manager November 2028 $ 16.25 28,844 — — — 28,844 August 2024 Series F-1 August 2029 $ 4.35 571,318 — ( 251,884 ) — 319,434 August 2024 Series F-2 February 2026 $ 4.35 439,686 — ( 122,834 ) — 316,852 August 2024 Dealer Manager August 2029 $ 5.75 25,275 — — — 25,275 March 2025 Series G September 2026 $ 2.90 — 1,498,872 ( 1,498,872 ) — — March 2025 Dealer Manager September 2026 $ 3.625 — 18,736 — — 18,736 July 2025 Series H October 2026 $ 4.15 — 1,458,872 — — 1,458,872 July 2025 Dealer Manager October 2026 $ 3.781 — 72,944 — — 72,944 1,307,842 3,049,424 ( 1,873,590 ) ( 81,073 ) 2,402,603 13 Table of Contents Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Outstanding as of December 31, 2024 1,307,842 $ 12.63 3.4 Issued 3,049,424 3.77 1.2 Exercised ( 1,873,590 ) 2.90 — Expired ( 81,073 ) 21.95 — Outstanding as of June 30, 2025 2,402,603 8.12 1.8 In connection with the June 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity , we issued to those investors warrants to purchase up to 1,458,872 shares of our common stock at an exercise price of $ 4.15 per share, which are exercisable for 1.3 years from the date of issuance. We estimated the fair value of these warrants to be $ 4.1 million using a Black-Scholes model based on the following significant inputs: common stock price of $ 5.09 per share; volatility of 114 %; term of 1.3 years; dividend yield of 0 %; and risk-free rate of 3.7 %. These warrants were exercised in August 2025, see Note 11, Subsequent Events . In addition, placement agent warrants were issued to purchase up to 72,944 shares of our common stock at an exercise price of $ 3.781 per share, which are exercisable for 1.3 years from the date of issuance. We estimated the fair value of these warrants to be $ 212,000 using a Black-Scholes model based on the following significant inputs: common stock price of $ 5.09 per share; volatility of 114 %; term of 1.3 years; dividend yield of 0 %; and risk-free interest rate of 3.7 %. In connection with the March 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity , we issued to those investors warrants to purchase up to 1,498,872 shares of our common stock at an exercise price of $ 2.90 per share, which will be exercisable for 1.5 years beginning on the effective date of stockholder approval of the issuance of the shares of common stock, which was obtained on June 9, 2025. We estimated the fair value of these warrants to be $ 1.5 million using a Black-Scholes model based on the following significant inputs: common stock price of $ 2.38 per share; volatility of 117 %; term of 1.5 years; dividend yield of 0 %; and risk-free rate of 4.37 %. In addition, placement agent warrants were issued to purchase up to 18,736 shares of our common stock at an exercise price of $ 3.625 per share, which will be exercisable for 1.5 years beginning on the effective date of stockholder approval of the issuance of the shares of common stock, which was obtained on June 9, 2025. We estimated the fair value of these warrants to be $ 20,000 using a Black-Scholes model based on the following significant inputs: common stock price of $ 2.38 per share; volatility of 117 %; term of 1.5 years; dividend yield of 0 %; and risk-free interest rate of 4.37 %. NOTE 8: LOSS PER SHARE Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, which includes any prefunded warrants and shares held in abeyance from date of issuance. Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus potentially dilutive securities outstanding during the period determined using the treasury stock method. Stock options and warrants are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share because their effect would be anti-dilutive given the net losses reported for all periods presented. Therefore, basic and diluted loss per share are the same for each period presented. 14 Table of Contents The following shares were excluded from the calculation of diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Common stock warrants — — — — Stock options — 49 — 167 — 49 — 167 NOTE 9: SEGMENT INFORMATION We operate in a single operating segment: the formulation, development, marketing and sale of fertility control products for use in managing pest populations. This single operating segment has been identified based on our internal management structure and reporting to our chief operating decision maker (“CODM”), our Chief Executive Officer. Our CODM evaluates segment performance based on the revenues, gross profit and operating loss of the segment and uses internal financial statements to make decisions regarding resource allocation. Revenues, gross profit and operating loss used by the CODM are presented on our accompanying statement of operations. The measure of segment assets is represented as total assets presented on our accompanying balance sheets. There are no intersegment revenues, as all transactions are conducted within one operating segment. We have not identified any reportable segments other than the single operating segment discussed. The percentage of revenue attributable to our customers that represented 10% or more of revenue in at least one of the periods presented, was as follows: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Customer A 30 % 5 % 30 % 5 % Customer B 5 16 6 11 The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented: June 30, 2025 December 31, 2024 Customer A 38 % 30 % Customer B 6 20 Customer C 11 — NOTE 10: CONTINGENCIES In December 2024, Liphatech Inc. (“Liphatech”) commenced an action against us in the United States District Court for the Eastern District of Wisconsin. The complaint alleges, among other things, breach of contract, misappropriation of trade secrets, unfair competition and unjust enrichment. These claims are based on allegations that we misappropriated and utilized proprietary information and trade secrets of Liphatech. The complaint also alleges that we breached a non-disclosure agreement that we had entered into with Liphatech. The complaint seeks unspecified damages as well as injunctive relief. We believe we have strong defenses and are actively defending the case, although no assurance can be given regarding the outcome. The outcome of this legal matter is not known or probable at this time, and no specific damages have been claimed, therefore no amounts have been accrued for a settlement. In addition to the matters 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. 15 Table of Contents NOTE 11: SUBSEQUENT EVENTS On August 5, 2025, we completed a warrant inducement transaction resulting in the issuance of 1,458,872 shares of our common stock upon the exercise of certain existing warrants (the “Warrant Inducement Transaction”). The holders of such warrants agreed to exercise their existing warrants at the exercise price of $ 4.15 per share and pay a purchase price of $ 0.125 per share —totaling $ 274,000 — in consideration of our issuance, in a private placement, of new warrants. These new warrants relate to 2,188,308 shares of common stock, have an exercise price of $ 5.25 per share, are immediately exercisable, and will expire 15 months after the effective date of the resale registration statement covering the underlying shares. This Warrant Inducement Transaction generated gross proceeds of $ 6.3 million, before deducting placement agent fees and other offering expenses payable by us. In connection with this transaction, we issued placement agent warrants to purchase up to 72,944 shares of common stock. These placement agent warrants have an exercise price of $ 5.4219 per share and have terms substantially similar to those of the new warrants issued to the investors. We have evaluated subsequent events from the balance sheet date through August 7, 2025, the date at which the condensed financial statements were issued, and determined that there were no additional items that require adjustment to or disclosure in the condensed financial statements. 16 Table of Contents