What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-13 compared with 2025-03-13 · 255 added, 272 removed, 509 unchanged (51% of the section changed)

14 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

Due to the recurring net loss for the year and net cash used in operating activities, the Company evaluated the need for a going concern.

See discussion in Note 1.

To evaluate the appropriateness of the lack of going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and managements lack of disclosure on the going concern.

Evaluation of the Company’s Alleviation of Going Concern

Description of the Matter:

The Company’s recurring losses from operations, negative cash flows, and accumulated deficit raised substantial doubt about its ability to continue as a going concern.

As disclosed in Note 1 to the financial statements, the Company’s ability to continue as a going concern was alleviated as a result of successfully completing equity raises during the year and management’s significant assumptions and judgments related to forecasting future cash flows demonstrating a positive liquidity position.

We identified the evaluation of the Company’s ability to alleviate the going concern position as a critical audit matter.

This matter required especially challenging auditor judgment due to the complexity and subjectivity involved in assessing management’s forecasts and assumptions, and the potential impact on the financial statements if the going concern basis was not appropriate.

How We Addressed the Matter in Our Audit:

To evaluate the Company’s conclusion that the conditions and events raising substantial doubt about the Company’s ability to continue as a going concern have been alleviated, we evaluated management’s forecasts that included underlying assumptions, budget to actual comparisons, current and projected economic and geographic factors, the impact of successfully completing equity raises and the consideration of subsequent events occurring after the balance sheet date.

We also evaluated the adequacy of the Company’s disclosures regarding the alleviation of substantial doubt related to its ability to continue as a going concern and management’s plans and actions to address those concerns.

/s/ M&K CPAS, PLLC

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BALANCE SHEETS

(In thousands, except share and per share data amounts)

(In thousands, except share and par value data)

As of December 31,

1 unchanged sentence

Cash and cash equivalents $ 7,575 $ 1,307

Short-term investments 994 —

Accounts receivable, net 201 335

Inventory 994 794

Prepaid expenses and other current assets 297 377

Inventory, net 794 795

Total current assets 10,061 2,813

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Total current liabilities 798 561

Operating lease liability, less current portion 2,332 —

Notes payable, less current portion 145 206

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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, 1,035,893 and 514,003 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025 and 2024

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 5,223,015 shares and 1,035,893 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital 152,043 138,607

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except shares)

(In thousands, except share data)

Capital Accumulated

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Stock-based compensation — — 326 — 326

Net proceeds received for issuance of common stock and prefunding of warrants 52,173 — 5,407 — 5,407

Issuance of common stock upon exercise of warrants, net 454,444 1 2,830 — 2,831

Issuance of common stock for services 454 — 100 — 100

Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes 110 — ( 11 ) — ( 11 )

Net proceeds received for issuance of common stock upon exercise of warrants 505,962 — 1,980 — 1,980

Net proceeds received for issuance of common stock 15,051 — 38 — 38

Issuance of common stock for fractional shares in the 10:1 reverse stock split 877 — — — —

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Stock-based compensation — — 264 — 264

Net proceeds received for issuance of common stock upon exercise of warrants 3,332,462 3 10,467 — 10,470

Net proceeds received for issuance of common stock 854,660 1 2,705 — 2,706

Issuance of common stock upon exercise of warrants, net 505,962 — 1,980 — 1,980

Issuance of common stock for fractional shares in the 10:1 reverse stock split 877 — — — —

Net loss — — — ( 6,383 ) ( 6,383 )

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Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 156 135

Stock-based compensation 264 326

Gain on sale of equipment ( 28 ) —

Depreciation and amortization 135 156

Operating lease liability 135 ( 8 )

Bad debt expense 14 2

Accretion of interest on held-to-maturity investments ( 30 ) —

Gain on sale of equipment — ( 28 )

Changes in operating assets and liabilities:

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Cash flows from investing activities:

Purchase of held-to-maturity investments ( 2,964 ) —

Maturity of held-to-maturity investments 2,000 —

Proceeds received on sale of property and equipment — 28

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Repayments of notes payable ( 56 ) ( 42 )

Payment of employee withholding taxes related to share based awards — ( 11 )

Net cash provided by financing activities 13,120 2,001

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Non-cash investing and financing activities:

Operating lease entered into for right-to-use asset $ 2,439 $ —

Notes payable incurred for the purchase of certain equipment — 90

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(referred to in this report as “SenesTech,” the “Company,” “we” or “us”) was incorporated in the State of Nevada in July 2004.

On November 15, 2015, we subsequently reincorporated in the state of Delaware.

Our corporate headquarters and manufacturing site are in Phoenix, Arizona.

We have developed and are commercializing a global, proprietary technology for managing animal pest populations, initially rat and mouse populations, through fertility control.

Our current products are known as ContraPest, Evolve and Evolve Mouse.

Our initial product ContraPest is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide 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.

In addition to the EPA registration of ContraPest, 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 ( 49 states and the District of Columbia have approved the Restricted Use designation), as well as two major U.S.

territories, Puerto Rico and The U.S.

Virgin Islands.

In January 2024, we launched Evolve, which is a soft bait containing the active ingredient, cottonseed oil.

Evolve limits reproduction of male and female rats beginning with the first breeding cycles following consumption.

Evolve is considered a minimum risk pesticide under the EPA Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b).

We must obtain registration from the various state regulatory agencies that do not accept the federal exemption.

To date, we are authorized to sell Evolve in 48 states and two major U.S.

In November 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 ® Rat and Evolve Mouse.

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.

As of the date hereof, ContraPest is registered in all 50 states and the District of Columbia ( 49 states and the District of Columbia have approved the removal of the Restricted Use Product designation), and two major U.S.

territories, Puerto Rico and the U.S.

Virgin Islands.

In May 2024, we launched our latest product Evolve Mouse, a modified version of our soft bait technology containing the active ingredient cottonseed oil.

Evolve Mouse limits reproduction of male and female mice after one to two breeding cycles following consumption.

Evolve Mouse is also considered a minimum risk pesticide under the EPA’s FIFRA, Section 25(b).

We must obtain registration from the various state regulatory agencies that do not accept the federal exemption.

To date, we are authorized to sell Evolve Mouse in 35 states.

Reverse Stock Split

In July 2024, we amended our Amended and Restated Certificate of Incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock.

The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented.

All issued and outstanding common stock, options and warrants exercisable for common stock, restricted stock units and per share amounts contained in our financial statements have been retrospectively adjusted.

Going Concern

Although our audited financial statements for the years ended December 31, 2024 and 2023 were prepared under the assumption that we would continue our operations as a going concern, the report of our independent registered public accounting firm that accompanies our financial statements for the years ended December 31, 2024 and 2023 contains a going concern qualification in which such firm expressed substantial doubt in our ability to continue as a going concern without additional capital from becoming available, 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 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.

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 promoting 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 Section 25(b) of the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”).

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 is also made from food ingredients with tolerance exemptions for both food and nonfood applications, which allows it to be used in agricultural 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.

As of the date hereof, we are authorized to sell Evolve Rat in 48 states and territories.

In May 2024, we launched Evolve Mouse, our latest iteration of the Evolve product line.

Evolve Mouse is a modified version of our soft bait technology and contains the same active ingredient, cottonseed oil.

Evolve Mouse limits reproduction of male and female mice and is also considered a minimum risk pesticide under Section 25(b) of FIFRA.

As of the date hereof, we are authorized to sell Evolve Mouse in 37 states and territories.

Going Concern Substantial Doubt Alleviated

Our audited financial statements for the years ended December 31, 2025 and 2024 were prepared under the assumption that we would continue as a going concern.

The report of our independent registered public accounting firm that accompanied our financial statements for the year ended December 31, 2024 contained a going concern qualification in which such firm expressed substantial doubt in our ability to continue as a going concern without additional capital becoming available, based on the financial statements at that time.

In connection with the preparation of our financial statements for the year ended December 31, 2025, management evaluated the Company’s ability to continue as a going concern in accordance with the Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements–Going Concern (Subtopic 205-40), which requires an assessment of relevant conditions or events, considered in the aggregate, that are known or reasonably knowable by management on the issuance dates of the financial statements, which indicated the probable likelihood that the Company will be able to meet its obligations as they become due within one year after the issuance date of the financial statements.

As part of its evaluation, management assessed known events, trends, commitments, and uncertainties, including proceeds from recent financings.

During 2025, the Company generated net proceeds of $ 13.2 million from the sale of common

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

Need for Additional Capital

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 from 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.

As of December 31, 2024, we had an accumulated deficit of $ 136.1 million and cash and cash equivalents of $ 1.3 million.

Our ultimate success depends upon the outcome of a combination of factors, including the following:

(i) successful commercialization of ContraPest and Evolve and maintaining and obtaining regulatory approval of our products and product candidates;

(ii) market acceptance, commercial viability and profitability of ContraPest, Evolve and other products;

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

stock, including the exercise of outstanding warrants.

The proceeds are available for operating expenses, including selling, general and administration expenses, as well as the cost of research and development.

Based on its evaluation, management believes it has mitigated the circumstance that led to a doubt with respect to the Company’s ability to continue as a going concern, which existed at the time of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Liquidity and Capital Resources

Since our inception, we have incurred significant operating losses related to our research and development activities and commercialization efforts and we expect these losses to continue in the near term.

While we have generated revenue from product sales over the past few years, those revenues have not been sufficient to cover our operating costs.

Accordingly, we have primarily funded our operations to date through the sale of equity securities, including warrant exercises, and product sales.

As of December 31, 2025, we had an accumulated deficit of $ 142.5 million and cash and cash equivalents and short-term investments of $ 8.6 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 (if approved);

(ii) market acceptance, commercial viability and profitability of our products and product;

candidates (if approved) (iii) our 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;

(v) our 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 December 31, 2024, in combination with anticipated revenue, will be sufficient to fund our current operations for at least the next three months.

We have evaluated and will continue to evaluate our operating expenses and will concentrate our resources toward the successful commercialization of ContraPest and Evolve in the United States and globally.

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 three months, and we are unable to raise necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern.

In any event, we may require additional capital in order to fund our operating losses and research and development activities before we become profitable and may opportunistically raise capital.

We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing.

If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts or discontinue operations.

Based upon our current operating plan, we expect that our cash and cash equivalents and short-term investments of $ 8.6 million as of December 31, 2025, in combination with anticipated revenue will be sufficient to fund our current operations through approximately the second quarter of 2027.

While we have evaluated and continue to evaluate our operating expenses and have focused our resources on the successful commercialization of fertility control products in the United States, additional financing may be needed in order to achieve our anticipated revenue and margin targets.

If we are unable to raise necessary capital through the sale of our securities, credit facilities, sales of our products, government and foundation grants, third party collaborations, strategic alliances or from other sources or transactions, 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.

If such capital 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.

Use of Estimates

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Our actual results may differ from these estimates under different conditions.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The guidance enhances the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

We adopted ASU 2023-09 retrospectively as of December 31, 2025.

Accordingly, the income tax disclosures for prior periods presented have been revised to conform to the 2025 presentation.

The adoption of ASU 2023-09 did not have an impact on our financial position, results of operations, or cash flows, as the guidance affects disclosure requirements only.

There have been no other recent accounting pronouncements that we believe have a significant impact, or potential significant impact, to our financial statements.

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

Reclassification

To conform with the 2025 presentation, we have reclassified the non-cash operating lease benefit of $ 8,000 from the change in other assets in the statement of cash flows for the year ended December 31, 2024.

This reclassification had no impact on our statement of operations and comprehensive loss for the year ended December 31, 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Highly liquid investments with maturities of three months or less as the date of acquisition are classified as cash equivalents, of which we had $ 7.1 million and $ 1.0 million as of December 31, 2025 and 2024, respectively, included within Cash and cash equivalents in the balance sheets.

Short-term Investments

As of December 31, 2025, we held investments in U.S.

Treasuries classified as held-to-maturity and measured at amortized cost, which approximates fair value.

We have both the intent and the ability to hold these securities to maturity.

Treasuries with original maturities greater than 90 days and less than one year are presented as short-term investments on the balance sheet.

Accounts Receivable

3 unchanged sentences

Provisions for uncollectible accounts receivable are charged to Selling, general and administrative expense, with an offsetting credit to the allowance for uncollectible accounts.

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

Inventories consist of raw materials, work in progress and finished goods and are stated at the lower of cost or market value, using the first-in, first-out convention.

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Repair and maintenance costs are expensed as incurred.

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

Impairment of Long-Lived Assets

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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

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

costs associated with process improvement and other research.

Research and development expenses include an allocation of facilities related costs, including depreciation of equipment.

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Advertising Costs

Advertising costs are expensed as incurred and was $ 224,000 and $ 238,000 for the years ended December 31, 2024 and 2023, respectively.

Advertising costs are expensed as incurred and were $ 138,000 and $ 224,000 for the years ended December 31, 2025 and 2024, respectively.

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.

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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 currently maintain a full valuation allowance against its deferred tax assets.

In making such determination, we consider all available positive and negative evidence, including future reversals of existing

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

We currently maintain a full valuation allowance against our deferred tax assets.

We apply a more-likely-than-not recognition threshold for all tax uncertainties.

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We recognize interest and/or penalties related to uncertain tax positions in income tax expense.

There are no uncertain tax positions as of December 31, 2024 or December 31, 2023 and as such, no interest or penalties were recorded in income tax expense.

There are no uncertain tax positions as of December 31, 2025 or 2024 and as such, no interest or penalties were recorded in income tax expense.

Comprehensive Loss

1 unchanged sentence

As a result, our net loss and comprehensive loss were the same for all periods presented and a separate statement of comprehensive loss is not included in the accompanying financial statements.

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

BALANCE SHEET COMPONENTS

Accounts Receivable, Net

Accounts receivable, net consist of the following (in thousands):

Accounts receivable, net consisted of the following (in thousands):

As of December 31,

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Balance as of end of year $ 18 $ 4

Inventory, Net

Inventory, net consist of the following (in thousands):

Inventory consisted of the following (in thousands):

As of December 31,

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Reserve for obsolescence — —

Inventory, net $ 794 $ 795

Inventory $ 994 $ 794

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

The following is the activity in the reserve for obsolescence (in thousands):

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Balance as of end of year $ — $ —

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

Prepaid expenses and other current assets consisted of the following (in thousands):

As of December 31,

Equity offering costs $ 146 $ —

Software licenses $ 127 $ 112

Insurance 47 27

Equity offering costs 29 146

Marketing programs and conferences 25 21

Professional services 14 18

Prepaid inventory — 111

Total prepaid and other current expenses $ 297 $ 377

Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):

Property and equipment, net consisted of the following (in thousands):

As of December 31,

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Property and equipment, net $ 410 $ 407

Construction in progress consists of manufacturing equipment.

The equipment is expected to be placed in service when we commence operations at our new manufacturing facility, which is expected in April 2025.

Also see Note 5.

During the years ended December 31, 2025 and 2024, depreciation and amortization expense was $ 135,000 and $ 156,000 , respectively.

2 unchanged sentences

Accrued Expenses

Accrued expenses consist of the following (in thousands):

Accrued expenses consisted of the following (in thousands):

As of December 31,

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The carrying amounts of our financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities.

The fair value of investments approximates cost due to their short-term nature and fixed interest rates.

The estimated fair value of the long-term debt, not recorded at fair value, are recorded at cost or amortized cost, which was deemed to estimate fair value.

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In August 2024, we entered into an operating lease for a new location for our corporate headquarters and manufacturing and research operations.

The new operating lease commences in April 2025 and expires in 2035.

The previous operating lease for our corporate headquarters expired in November 2024.

However, our operating lease for our existing manufacturing and research operations was extended and now expires in May 2025.

This operating lease commenced in April 2025 and expires in 2035.

The previous operating lease for our corporate headquarters expired in November 2024 and the previous operating lease for our manufacturing and research operations expired in May 2025.

The components of lease cost are as follows (in thousands):

1 unchanged sentence

Operating lease cost $ 250 $ 217

Short-term lease cost (1)

Variable lease cost (2)

Total lease cost $ 394 $ 270

(1) Includes amounts related to leases with original terms of 12 months or less and our company has elected the short-term lease exemption.

(2) Includes amounts related to common area maintenance, property taxes and any other lease-related charges that vary based on usage or actual costs and are not included in the operating lease liability.

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

As of December 31, 2025, the maturities under the operating lease liability were as follows (in thousands):

Thereafter 1,875

Total operating lease payments 3,620

imputed interest ( 1,149 )

Total operating lease liability $ 2,471

STOCK-BASED COMPENSATION

1 unchanged sentence

2018 Equity Incentive Plan (the “2018 Plan”).

The 2018 Plan has since been amended and restated on certain occasions, most recently on June 23, 2023, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares.

Stock options 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 immediately, or ratably over a three - to 36-month period coinciding with their respective service periods, with terms of up to ten years .

Options granted generally vest ratably over a 1 - to 3-year 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.

As of December 31, 2025, we had 32,266 shares of common stock available for issuance under the 2018 Plan.

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

Contingent Stock Options

On October 15, 2025, the Company’s Board of Directors approved the grant of stock options to purchase up to 420,000 shares of common stock to the Company’s Board members pursuant to a proposed amendment to the 2018 Plan (the “Contingent Stock Options”).

The Board intends to propose to amend the 2018 Plan to increase the number of shares available for issuance thereunder to ensure that the Company has sufficient shares to attract, retain, and motivate key employees and directors.

The Contingent Stock Options have an exercise price of $ 4.05 per share, vest in four equal installments of 25 % on each of January 15, 2026, April 15, 2026, July 15, 2026, and October 15, 2026, and have a contractual term expiring October 15, 2035.

The grants are contingent upon stockholder approval of the amended 2018 Plan by October 15, 2026.

If such approval is not obtained by that date, the Contingent Stock Options will be rescinded, terminated, and deemed void ab initio, as if the grant had never occurred.

As of December 31, 2025, the Contingent Stock Options remained outstanding in form.

Under ASC 718, Compensation—Stock Compensation, a contingency is substantive if (i) achievement is not assured at the grant date;

(ii) there is meaningful uncertainty about whether it will be met;

(iii) failure is plausible, based on facts and circumstances;

and (iv) the conditions requires performance outcomes.

Accordingly, no accounting recognition was recorded because the arrangement did not meet the definition of a grant date under ASC 718 due to the substantive contingency of stockholder approval.

Stock Options

1 unchanged sentence

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 expected period during which the options will be outstanding, the rate of return on risk-free investments, and the expected dividend yield for our stock.

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

Fair value of options granted is determined using the Black-Scholes option-pricing model with the following weighted average assumptions:

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Under the simplified method, an option’s expected term is calculated as the time until expiration.

The stock option activity consists of the following:

The stock option activity consists of the following, which excludes the Contingent Stock Options:

Options Weighted

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(1) Calculated based on the difference between the estimated fair value of our stock and the exercise price of the underlying option.

The estimated stock values used in the calculation was $ 2.83 and $ 150.00 per share for the years ended December 31, 2024 and 2023, respectively.

The estimated stock values used in the calculation were $ 3.09 and $ 2.83 per share for the years ended December 31, 2025 and 2024, respectively.

(2) Includes options related to 603 shares that are inducement awards and not granted under the 2018 Plan.

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NOTES TO THE FINANCIAL STATEMENTS, continued

Restricted Stock Units

The restricted stock unit activity consists of the following:

Units Weighted Average

Grant Date Fair Value Per Unit

Outstanding as of December 31, 2022 156 $ 325.20

Vested ( 156 ) 325.20

Forfeited — —

Outstanding as of December 31, 2023 — —

Forfeited — —

Outstanding as of December 31, 2024 — —

The stock-based compensation expense was recorded as following (in thousands):

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Total stock-based compensation expense $ 264 $ 326

(1) Includes $ 100,000 related to stock issued in exchange for marketing services.

Our losses before income taxes for the years ended December 31, 2025 and 2024 were generated entirely from U.S.

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Years Ended December 31,

Federal statutory tax rate ( 21.0 ) % ( 21.0 ) %

State taxes, net of federal tax benefit ( 3.8 ) ( 3.8 )

Tax (benefit) at the U.S.

statutory rate $ ( 1,340 ) ( 21.0 ) % $ ( 1,299 ) ( 21.0 ) %

State income taxes, net of federal income tax effect — — — —

Change in valuation allowance 1,269 19.9 1,237 20.0

Return-to-provision and other 0.2 0.1

Nontaxable or nondeductible items:

Stock-based compensation 65 1.0 48 0.8

Effective tax rate — % — %

Other 6 0.1 14 0.2

Provision for income taxes $ — — % $ — — %

Arizona represents the majority of the Company’s state and local income tax impact.

SENESTECH, INC.

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Federal and state net operating loss carryovers $ 25,108 $ 23,376

Operating leases related to ROU assets 615 —

Capitalized research costs 604 859

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Compensation accruals and other 77 45

Operating leases related to ROU assets — 54

Deferred revenue 8 3

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ROU assets ( 581 ) —

Depreciation ( 18 ) —

Total deferred income tax liabilities ( 599 ) —

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In addition, we have approximately $ 58.6 million of the total $ 103.0 million of net operating losses that do not expire, as these losses were generated after the law change introduced as part of the Tax Cuts and Jobs Act.

The state net operating losses expire if not utilized by 2044.

Additionally, the utilization of the net operating loss carryforwards could be 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 percentage points over a three-year period.

The state net operating losses begin to expire if not utilized by 2045.

Additionally, the utilization of the net operating loss carryforwards could be subject to an annual limitation under Sections 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 tax attributes that can be utilized to offset future taxable income and tax, respectively.

In general, an ownership change, as defined by Sections 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage 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.

We do no t have any unrecognized tax benefits at the beginning and end of the years ended December 31, 2024 and 2023, and do not expect a significant change in unrecognized tax benefits over the next 12 months.

If we experience an ownership change, our use of our pre-change net operating losses and other tax attributes to offset post-change taxable income or taxes could be limited.

We did no t have any unrecognized tax benefits at the beginning and end of the years ended December 31, 2025 and 2024.

We file income tax returns in the United States and Arizona with general statutes of limitations of three and four years, respectively.

Due to net operating losses incurred, our tax returns from inception to date are subject to examination by taxing authorities.

Due to net operating losses incurred, our tax returns from 2005 to date are subject to examination by taxing authorities.

Our policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense.

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Preferred Stock

We are authorized to issue 10 million shares of preferred stock with a par value of $ 0.001 .

We are authorized to issue 10 million shares of preferred stock with a par value of $ 0.001 per share.

Rights and any series designation would be established at time of issuance of preferred stock.

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Stockholders of common stock have unlimited voting rights and are entitled to receive the net assets of the Company upon dissolution, subject to the rights of the preferred stockholders, if any.

We had the following common stock offerings in 2024 and 2023:

We consummated a registered direct offering with certain institutional investors and issued an aggregate of 7,142 shares of our common stock at a purchase price of $ 210.00 per share and warrants to purchase up to an aggregate of 7,142 shares of common stock at a purchase price of $ 194.40 per share (“Series C” warrants), for gross proceeds of approximately $ 1.5 million, prior to deducting placement agent fees and offering expenses of $ 290,000 .

In connection with this offering, we issued the placement agent warrants to purchase up to 534 share of common stock with an exercise price of $ 262.50 per share.

The common stock and Series C warrants issued in this April 2023 offering were offered and sold pursuant to a shelf registration statement on Form S-3 (File No.

333-261227) initially filed with the SEC on November 19, 2021, as amended, which was declared effective by the SEC on May 6, 2022, and a prospectus supplement dated April 10, 2023.

November 2023 .

We consummated a private placement with certain institutional and accredited investors and issued an aggregate of 45,031 shares of our common stock at a purchase price of $ 13.00 per share, pre-funded warrants to purchase up to an aggregate of 339,585 shares of common stock at a purchase price of $ 13.00 per pre-funded warrant (“November 2023 Pre-Funded Warrants”) and associated warrants to purchase up to an aggregate of 769,228 shares of common stock at $ 13.00 per share (“Series D” and “Series E” warrants), for gross proceeds of approximately $ 5.0 million, prior to deducting placement agent fees and offering expenses of $ 800,000 .

In connection with this offering, we issued the placement agent warrants to purchase up to 28,844 shares of common stock with an exercise price of $ 16.25 per share.

All of the November 2023 Pre-Funded Warrants were exercised by December 31, 2023.

The common stock, November 2023 Pre-Funded Warrants and Series D and Series E warrants issued in this November 2023 offering were offered and sold pursuant to a registration statement on Form S-1 (File No.

333-273370) initially filed with the SEC on July 21, 2023, as amended, which was declared effective by the SEC on November 27, 2023.

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 for aggregate gross proceeds of up to $ 1.6 million (“ATM Facility”).

The offer and sale of shares will be made pursuant to a previously filed 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, and the related prospectus supplement related to the offering of shares dated June 20, 2024, and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act.

Through December 31, 2024, we have sold 15,051 shares for gross proceeds of $ 44,000 under this ATM Facility.

As of December 31, 2024, there are 300,138 shares of common stock reserved for potential issuance with available capacity of $ 1.5 million under this ATM Facility.

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 and at our sole discretion, shares of our common stock in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “ATM Facility”).

As of December 31, 2025, there was approximately $ 7.5 million of capacity available under the ATM Facility.

We had the following common stock transactions in 2025 and 2024:

ATM Facility .

In 2025, we sold 854,660 shares of our common stock under the ATM Facility for gross proceeds of $ 3.0 million, before deducting offering expenses of $ 299,000 .

In 2024, we sold 15,051 shares of our common stock under the ATM Facility for gross proceeds of $ 44,000 , before deducting offering expenses of $ 7,000 .

See prepaid equity offering costs under Prepaid Expenses and Other Current Assets in Note 2 for costs related to the ATM Facility, which are ratably netted against proceeds received based on stock sales.

August 2024 .

We issued 505,502 shares of our 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 “August 2024 Warrant Inducement”).

The original warrants consisted of warrants exercisable for (i) 48,911 shares of our common stock issued on August 24, 2023 with an exercise price of $ 86.40 per share and a remaining life of 2.1 years and (ii) 456,591 shares of our common stock issued on November 29, 2023 with an exercise price of $ 13.00 per share and a remaining life of 2.5 years (collectively, the “Original Warrants”).

The Original Warrants were exercised for $ 4.60 per share for gross proceeds of $ 2.3 million, before deducting $ 340,000 of issuance costs.

In connection with the August 2024 Warrant Inducement, new warrants to purchase a total of 1,036,279 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in August 2024 Private Inducement in Note 9.

We issued 374,718 shares of our 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 warrants exercisable for (i) 251,884 shares of our common stock issued on August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 4.5 years and (ii) 122,834 shares of our common stock issued on August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 1.0 year (collectively, the “F-Series Original Warrants”).

The F-Series Original Warrants were exercised for $ 2.90 per share for gross proceeds of $ 1.1 million, before deducting $ 250,000 of issuance costs.

In connection with the March 2025 Warrant Inducement, new warrants to purchase a total of 1,517,608 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in March 2025 Private Inducement in Note 9.

We issued 1,458,872 shares of our common stock pursuant to the exercise of warrants as part of the June 2025 Warrant Inducement (as defined below).

Certain warrant holders were induced to exercise warrants at the then 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 to purchase 40,000

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

shares of our common stock were exercised in June 2025 outside of the June 2025 Warrant Inducement.

Gross proceeds for these June 2025 warrant transactions were $ 4.5 million, before deducting $ 527,000 of issuance-related costs.

In connection with the June 2025 Warrant Inducement, new warrants to purchase a total of 1,531,816 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in June 2025 Private Inducement in Note 9.

August 2025 .

We issued 505,502 shares 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 “Warrant Inducement”).

The original warrants consisted of 48,911 shares issued August 24, 2023 with an exercise price of $ 86.40 per share and a weighted average remaining life of 2.1 years (the “August 2023 Original Warrants”) and 456,591 shares issued November 29, 2023 with an exercise price of $ 13.00 per share and a weighted average remaining life of 2.5 years (the “November 2023 Original Warrants”) (collectively, the “Original Warrants”).

The Original Warrants were exercised for $ 4.60 per share for gross proceeds of $ 2.3 million, before deducting $ 340,000 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 $ 386,000 using the Black-Scholes model based on the following significant inputs:

• For the August 2023 Original Warrants:

common stock price of $ 4.10 per share;

volatility of 151 %;

term of 2.1 years;

dividend yield of 0 %;

and risk-free rate of 3.9 %;

• For the November 2023 Original Warrants:

common stock price of $ 4.10 per share;

volatility of 140 %;

term of 2.5 years;

dividend yield of 0 %;

and risk-free rate of 3.8 %.

In connection with the Warrant Inducement transaction, new warrants to purchase 1,036,279 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in August 2024 Private Inducement in Note 9.

We issued 1,458,872 shares of our common stock pursuant to the exercise of warrants.

Certain warrant holders were induced to exercise warrants at the then existing exercise price of $ 4.15 per share and pay a purchase price of $ 0.125 per share, or an aggregate purchase price of $ 274,000 , in consideration of our issuance of new warrants with similar terms as the warrants that were induced to exercise (the “August 2025 Warrant Inducement”).

Gross proceeds for warrants exercised in August 2025 was $ 6.3 million, before deducting $ 695,000 of issuance-related costs.

In connection with the August 2025 Warrant Inducement, new warrants to purchase a total of 2,261,252 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in August 2025 Private Inducement in Note 9.

SENESTECH, INC.

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The following is the activity for common stock warrants:

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

Issue Date Warrant Type Term

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2024 Issued Exercised Expired Balance

June 2018 Reissue December 2023 $ 87,360.00 24 — — ( 24 ) — — — — —

August 2018 Rights Offering July 2023 55,200.00 84 — — ( 84 ) — — — — —

August 2018 Dealer Manager August 2023 828.00 6 — — ( 6 ) — — — — —

July 2019 Dealer Manager July 2024 81,000.00 3 — — ( 3 ) — — — —

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April 2020 Registered Direct Offering April 2025 7,320.00 20 — — — 20 — — ( 20 ) —

October 2020 Private Inducement November 2027 379.80 417 — ( 417 ) — — — — — —

October 2020 Dealer Manager April 2026 5,174.40 34 — — — 34 — — — 34

February 2021 Private Placement Agreement August 2026 5,318.40 540 — — — 540 — — — 540

February 2021 Private Placement Agreement November 2027 379.80 229 — ( 229 ) — — — — — —

February 2021 Dealer Manager August 2026 6,835.40 136 — — — 136 — — — 136

March 2021 Dealer Manager March 2026 6,000.00 60 — — — 60 — — — 60

November 2022 Pre-Funded Warrants February 2023 420.00 10,250 — ( 10,250 ) — — — — — —

November 2022 Series A November 2027 379.80 11,905 — ( 11,905 ) — — — — — —

November 2022 Series B December 2023 379.80 11,905 — ( 11,905 ) — — — — — —

November 2022 Dealer Manager November 2027 525.00 892 — — — 892 — — — 892

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August 2023 Dealer Manager August 2028 108.04 1,222 — — — 1,222 — — — 1,222

November 2023 Pre-Funded Warrants December 2023 13.00 — 339,585 ( 339,585 ) — — — — — —

November 2023 Series D November 2028 13.00 381,615 — ( 230,589 ) — 151,026 — — — 151,026

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August 2024 Dealer Manager August 2029 5.75 — 25,275 — — 25,275 — — — 25,275

March 2025 Series G-1 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 4.150 — — — — — 1,458,872 ( 1,458,872 ) — —

July 2025 Dealer Manager October 2026 3.781 — — — — — 72,944 — — 72,944

August 2025 Series I November 2026 5.250 — — — — — 2,188,308 — — 2,188,308

August 2025 Dealer Manager November 2026 5.4219 — — — — — 72,944 — — 72,944

777,528 1,036,279 ( 505,962 ) ( 3 ) 1,307,842 5,310,676 ( 3,332,462 ) ( 81,133 ) 3,204,923

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NOTES TO THE FINANCIAL STATEMENTS, continued

As of December 31, 2024, we had 1,307,842 shares of common stock issuable upon exercise of outstanding common stock warrants, at a weighted-average exercise price of $ 12.63 per share and expiring as follows:

Weighted Average Exercise Price Shares

As of December 31, 2025, there were warrants to purchase 3,204,923 shares of our common stock outstanding, at a weighted-average exercise price of $ 7.50 per share, which expire as follows:

Weighted Average Exercise Price Shares of Common Stock

Years Ending December 31:

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7.50 3,204,923

12.63 1,307,842

Common Stock Warrants Issued in April 2023 Registered Direct Offering

In April 2023, Series C warrants were issued to the investors to purchase up to 7,142 shares of our common stock.

The Series C warrants are exercisable immediately with an exercise price of $ 194.40 per share and expire October 12, 2028.

We estimated the fair value of these warrants to be $ 1.1 million using a Black-Scholes model based on the following significant inputs:

Common Stock Warrants Issued in August 2024 Private Inducement

In August 2024, in connection with the August 2024 Warrant Inducement discussed in Note 8, we issued warrants to purchase up to 1,011,004 shares of our common stock to the investor.

These warrants were immediately exercisable with an exercise price of $ 4.35 per share, with warrants related to 571,318 shares of our common stock expiring in August 2029 (the “Series F-1 Warrants”) and warrants related to 439,686 shares of our common stock expiring in February 2026 (the “Series F-2 Warrants”).

We estimated the fair value of the Series F-1 Warrants to be $ 1.9 million using a Black-Scholes model based on the following significant inputs:

common stock price of $ 4.10 per share;

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dividend yield of 0 %;

and risk-free interest rate of 3.4 %.

In April 2023, placement agent warrants were issued to purchase up to 534 shares of our common stock.

The placement agent warrants are exercisable immediately upon issuance, with an exercise price per share of $ 262.50 per share, and expire April 10, 2028.

We estimated the fair value of these warrants to be $ 82,000 using a Black-Scholes model based on the following significant inputs:

and risk-free rate of 3.6 %.

The fair value of the Series F-2 Warrants was estimated to be $ 1.2 million using the Black-Scholes model based on the following significant inputs:

common stock price of $ 4.10 per share;

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dividend yield of 0 %;

and risk-free interest rate of 3.5 %.

Common Stock Warrants Issued in August 2023 Private Inducement

In August 2023, in connection with the Warrant Inducement Transaction, warrants were issued to the investor in the Warrant Inducement Transaction to purchase up to 48,911 shares of our common stock.

These warrants are exercisable immediately with an exercise price of $ 86.42 per share, with 25,101 expiring August 2028 (“5-Year Warrants”) and 23,810 expiring September 2024 (“13-Month Warrants”).

We estimated the fair value of the 5-Year Warrants to be $ 1.5 million using a Black-Scholes model based on the following significant inputs:

and risk-free rate of 4.1 %.

In addition, we issued placement agent warrants to purchase up to 25,275 shares of our common stock.

These placement agent warrants were exercisable immediately upon issuance, have an exercise price of $ 5.75 per share, and expire August 2029.

We estimated the fair value of these warrants to be $ 83,000 using a Black-Scholes model based on the following significant inputs:

common stock price of $ 4.10 per share;

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dividend yield of 0 %;

and risk-free rate of 4.4 %.

The fair value of the 13-Month Warrants was estimated to be $ 930,000 using the Black-Scholes model based on the following significant inputs:

and risk-free interest rate of 3.6 %.

Common Stock Warrants Issued in March 2025 Private Inducement

In connection with the March 2025 Warrant Inducement discussed in Note 8, we issued warrants to purchase up to 1,498,872 shares of our common stock to certain investors.

These warrants have an exercise price of $ 2.90 per share and are exercisable for 1.5 years from 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;

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and risk-free rate of 4.37 %.

In August 2023, placement agent warrants were issued to purchase up to 1,222 shares of our common stock.

The placement agent warrants are exercisable immediately upon issuance, with an exercise price of $ 108.04 per share and expire August 2028.

In addition, we issued placement agent warrants to purchase up to 18,736 shares of our common stock.

These placement agent warrants have an exercise price of $ 3.625 per share and are exercisable for 1.5 years from 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:

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and risk-free interest rate of 4.37 %.

Common Stock Warrants Issued in November 2023 Common Stock Offering

In November 2023, in connection with a registered direct offering with certain institutional and accredited investors, we issued common stock warrants as follows:

• Pre-Funded Warrants to purchase up to an aggregate of 339,585 shares of common stock at an exercise price of $ 13.00 per share, which are exercisable immediately and terminate only when exercised in full.

These warrants were exercised in full by December 31, 2023.

We estimated the fair value of the Pre-Funded Warrants to be

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

$ 685,000 using a Black Scholes model based on the following significant inputs:

common stock price of $ 9.30 per share;

volatility of 262 %;

remaining term of one month;

dividend yield of 0 % and risk-free interest rate of 5.5 %.

• Series D warrants to purchase up to an aggregate of 384,615 shares at an exercise price of $ 13.00 per share, which are exercisable immediately and expire November 2028.We estimated the fair value of the Series D warrants to be $ 2.6 million using a Black Scholes model based on the following significant inputs:

common stock price of $ 9.30 per share;

volatility of 103 %;

remaining term of 5 years;

dividend yield of 0 % and risk-free interest rate of 4.2 %.

• Series E warrants to purchase up to an aggregate of 384,613 shares at an exercise price of $ 13.00 per share, which are exercisable immediately and expire May 2025.

We estimated the fair value of the Series E warrants to be $ 1.8 million using a Black Scholes model based on the following significant inputs:

common stock price of $ 9.30 per share;

volatility of 128 %;

remaining term of 1.5 years;

dividend yield of 0 % and risk-free interest rate of 4.6 %.

Common Stock Warrants Issued to Placement Agent in November 2023 Common Stock Offering

In connection with the registered direct offering in November 2023, we issued to the placement agent warrants to purchase up to 28,844 shares of common stock at an exercise price of $ 16.25 per share.

These warrants are exercisable in May 2024 and expire in November 2028.

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.

We estimated the fair value of these warrants to be $ 189,000 using a Black Scholes model based on the following significant inputs:

Common Stock Warrants Issued in June 2025 Private Inducement

In connection with the June 2025 Warrant Inducement discussed in Note 8, we issued warrants to purchase up to 1,458,872 shares of our common stock to certain investors.

These warrants have an exercise price of $ 4.15 per share and 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 %;

remaining term of 5 years;

term of 1.3 years;

dividend yield of — %;

and risk-free interest rate of 4.2 %.

Common Stock Warrants Issued in August 2024 Private Inducement

In August 2024, in connection with the Warrant Inducement transaction discussed in Note 8, warrants were issued to the investor in the Warrant Inducement Transaction to purchase up to 1,011,004 shares of our common stock.

These warrants are immediately exercisable with an exercise price of $ 4.35 per share, with 571,318 expiring August 2029 (“Series F-1 Warrants”) and 439,686 expiring February 2026 (“Series F-2 Warrants”).

For additional information, see Note 14.

We estimated the fair value of the Series F-1 Warrants to be $ 1.9 million using a Black-Scholes model based on the following significant inputs:

and risk-free rate of 3.7 %.

These warrants were exercised in August 2025.

In addition, we issued placement agent warrants to purchase up to 72,944 shares of our common stock.

These placement agent warrants have an exercise price of $ 3.781 per share and are exercisable for 1.3 years from the date of issuance.

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

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;

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dividend yield of 0 %;

and risk-free rate of 3.6 %.

The fair value of the Series F-2 Warrants was estimated to be $ 1.2 million using the Black-Scholes model based on the following significant inputs:

and risk-free interest rate of 3.7 %.

Common Stock Warrants Issued in August 2025 Private Inducement

In connection with the August 2025 Warrant Inducement discussed in Note 8, we issued warrants to purchase up to 2,188,308 shares of our common stock to certain investors.

These warrants have an exercise price of $ 5.25 per share and are exercisable for 1.3 years from the August 22, 2025 effective date of the resale registration statement covering the underlying shares.

We estimated the fair value of these warrants to be $ 6.0 million using a Black-Scholes model based on the following significant inputs:

common stock price of $ 5.36 per share;

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and risk-free rate of 3.8 %.

In August 2024, placement agent warrants were issued to purchase up to 25,275 shares of our common stock.

The placement agent warrants are exercisable immediately upon issuance, with an exercise price of $ 5.75 per share, and expiring August 2029.

In addition, we issued placement agent warrants to purchase up to 72,944 shares of our common stock.

These placement agent warrants have an exercise price of $ 5.4219 per share and are exercisable for 1.3 years from the August 22, 2025 effective date of the resale registration statement covering the underlying shares.

We estimated the fair value of these warrants to be $ 196,000 using a Black-Scholes model based on the following significant inputs:

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and risk-free interest rate of 3.8 %.

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

SEGMENT INFORMATION

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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 on based on the revenues, gross profit and operating loss of the segment and uses internal financial statements to make decisions regarding resource allocation.

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.

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Significant Customers

The percentage of revenue attributable to our distributors and end customers that represented 10% or more of revenue in at least one of the periods presented, was as follows:

The customers that represented 10% or more of revenue in at least one of the periods presented, was as follows:

Years Ended December 31,

All distributors 34 % 9 %

Distributor A 13 2

Distributor B 7 3

Customer D 24 % 13 %

The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented:

As of December 31,

Distributor A 58 % — %

Distributor B 20 % 13 %

End customer A 2 % 19 %

End customer B — % 13 %

Customer A 15 % 2 %

Customer B 14 % 5 %

Customer C 9 % 20 %

Customer D 1 % 30 %

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 prefunded warrants and any 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.

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 any shares held in abeyance from the date of issuance.

Diluted loss per share is computed by dividing the loss attributable to common

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

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.

Warrants and 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 years ended December 31, 2025 and 2024.

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Total 27,410 322,586

SENESTECH, INC.

NOTES TO THE FINANCIAL STATEMENTS, continued

CONTINGENCIES

In July 2020, 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 alleged, 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 claimed that we owed him.

In September 2021, the Plaintiff served us and also named 10 individuals as defendants, consisting of current and former directors and employees.

The Plaintiff alleged that such individuals agreed to knowingly and wrongfully withhold the stock options owed to him and were knowingly in receipt of stolen property.

In November 2023, this legal matter was settled for $ 185,000 .

In December 2024, Liphatech Inc.

(“Liphatech”) commenced an action against us in the United States District Court for the Eastern District of Wisconsin Division.

The complaint alleges, among other things, breach of contract, misappropriation of trade secrets, unfair competition, and unjust enrichment.

The complaint alleged, 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 against these claims and intend to defend the case vigorously.

The outcome of this legal matter is not known or probable at this time, 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.

The complaint also alleged that we breached a non-disclosure agreement that we had entered into with Liphatech.

The complaint sought unspecified damages as well as injunctive relief.

In March 2026, this matter was settled, see Note 14, Subsequent Events .

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.

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Related party transactions are conducted in the normal course of business and, unless otherwise noted, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

In connection with consulting agreements in place a $ 4,200 cash payment was made during 2023 to the Kito Impact Foundation, of which the Chair of our board serves as chief executive officer.

In connection with a consulting agreement an aggregate of $ 24,000 in cash payments were made during 2025 to Hustle and Flower LLC, of which a member of our board serves as chief executive officer.

There were no related party transactions for 2024.

SUBSEQUENT EVENTS

Since December 31, 2024, we have issued 365,319 shares of common stock pursuant to the ATM Financing for gross proceeds of $ 1.2 million.

On March 11, 2025, we completed a warrant inducement transaction whereby we issued 374,718 shares of common stock pursuant to the exercise of certain warrants.

Such warrants, which were originally issued in August 2024 with an original exercise price of $ 4.35 per share, were exercised at a reduced exercise price of $ 2.90 per share, for gross proceeds of $ 1.1 million.

As consideration for the exercise of such existing warrants, we issued new short-term warrants to purchase up to an aggregate of 1,498,872 shares of common stock at an exercise price of $ 2.90 per share, which will be exercisable for 18 months beginning on the effective date of stockholder approval of the issuance of the shares of common stock.

In addition, we issued placement agent warrants to purchase up to an aggregate of 18,736 shares of common stock at an exercise price of $ 3.625 per share, which will be exercisable for 18 months beginning on the effective date of stockholder approval of the issuance of the shares of common stock.

Of the shares issued, 29,000 shares are held in abeyance and not considered outstanding.

The shares held in abeyance will be held in abeyance until notice from the stock holder that the balance, or portion thereof, may be issued in compliance with a beneficial ownership limitation provisions in the terms of the warrant.

Since December 31, 2025, we have issued 80,411 shares of common stock pursuant to the ATM Facility for gross proceeds of $ 182,000 .

In March 2026, the parties in the Liphatech legal matter discussed in Note 12, Contingencies , have resolved all disputes between them in a manner satisfactory to all involved.

All litigation has been dismissed and cannot be reinstated.

We have evaluated subsequent events from the balance sheet date through March 12, 2026, the date at which the financial statements were issued, and determined that there were no other items that require adjustment to or disclosure in the financial statements.

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What changed 10-K

Item 8. Financial Statements and Supplementary Data