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Item 9A. Controls and Procedures

2026-03-13 compared with 2025-03-13 · 79 added, 131 removed, 81 unchanged (72% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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

In connection with the preparation of this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, as of December 31, 2024, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.

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

In connection with the preparation of this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, as of December 31, 2025, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s Report on Internal Control Over Financial Reporting

4 unchanged sentences

Management is committed to continue monitoring our internal controls over financial reporting and will modify or implement additional controls and procedures that may be required to ensure the ongoing integrity of our consolidated financial statements.

With the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2024.

With the participation of our principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2025.

In making this assessment, the Company used the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that internal control over financial reporting was effective as of December 31, 2025 based on those criteria.

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

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to our status as a non-accelerated filer.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

OTHER INFORMATION.

During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

There are no disclosures required by this Item 9B, including those relating to “ Rule 10b5-1 trading arrangements ” and “ non-Rule 10b5-1 trading arrangements ,” as those terms are defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item relating to our directors and corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders.

The information required by this Item and not set forth below will be set forth in the sections headed “Election of Directors,” “Corporate Governance” and “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025, and is incorporated herein by reference.

Our Code of Conduct and Ethics applies to all of our employees, consultants, directors and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Conduct and Ethics is available on our website at www.senestech.com under the section entitled “Corporate Governance” under “Company—Investor Relations.” We intend to satisfy the disclosure requirements under Item 5.05 of the SEC Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Conduct and Ethics by posting such information on our website at the website address and location specified above.

EXECUTIVE COMPENSATION.

The information required by this Item will be set forth in the sections headed “Director Compensation” and “Executive Compensation” in our Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The information required by this Item will be set forth in the sections headed “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K will be set forth in the section headed “Executive Compensation” in our Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this Item will be set forth in the sections headed “Corporate Governance” and “Certain Relationships and Related Transactions” in our Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this Item will be set forth in the section headed “Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements and Schedules

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

Financial Statements are listed in the Index to Financial Statements on page F-1 of this Annual Report on Form 10-K.

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

2 unchanged sentences

(3) Articles of Incorporation and Bylaws

3.1* Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Form 10-K filed March 17, 2020, Exhibit 3.1 (File no.

001-37941)) .

3.1(a)* Certificate of Designation of the Series C Preferred Stock of the Registrant (Form 8-K filed August 26, 2022, Exhibit 3.1(a) (File no.

3.1* Amended and Restated Certificate of Incorporation of SenesTech, Inc.

(Incorporated by reference to Exhibit 3.1 to SenesTech, Inc.’s Form 10-K filed March 17, 2020 (File no.

3.1(a)* Certificate of Designation of the Series C Preferred Stock of SenesTech, Inc.

(Incorporated by reference to Exhibit 3.1 to SenesTech, Inc.’s Form 8-K filed August 26, 2022 (File no.

3.1(b)* Certificate of Amendment to Amended and Restated Certificate of Incorporation of SenesTech, Inc.

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

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

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

001-37941)) .

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

(Form 8-K filed July 23, 2024, Exhibit 3.1(a) (File no.

001-37941)) .

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

(Incorporated by reference to Exhibit 3.1(a) to SenesTech, Inc.’s Form 8-K filed November 15, 2022, (File no.

3.1(c)* Certificate of Amendment to Amended and Restated Certificate of Incorporation of SenesTech, Inc.

(Incorporated by reference to Exhibit 3.1(a) to SenesTech, Inc.’s Form 8-K filed November 15, 2023, (File no.

3.1(d)* Certificate of Amendment to Amended and Restated Certificate of Incorporation of SenesTech, Inc.

(Incorporated by reference to Exhibit 3.1(a) to SenesTech, Inc.’s Form 8-K filed July 23, 2024 (File no.

3.2* Amended and Restated Bylaws of SenesTech, Inc.

(Incorporated by reference to Exhibit 3.5 to SenesTech, Inc.’s Registration Statement on Form S-1 filed September 21, 2016 (File no.

333-213736)).

3.2(a)* Amendment No.

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

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

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

4.1* Description of Securities (Form 10-K/A filed April 21, 2020, Exhibit 4.1 (File no.

001-37941)) .

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

333-213736)) .

4.3* Form of Restricted Stock Unit Agreement (Form 8-K filed December 21, 2016, Exhibit 4.1 (File no.

001-37941)) .

4.4* Form of Warrant (Form S-1 filed November 16, 2017, Exhibit 4.2 (File no.

333-221433)) .

4.5* Form of Underwriter’s Warrant, as amended (Form 8-K filed November 21, 2017, Exhibit 4.1 (File no.

001-37941)) .

4.6* Form of New Warrant (Form 8-K filed June 20, 2018, Exhibit 4.1 (File no.

001-37941)) .

4.7* Form of Warrant issued to investors in Rights Offering (Form 10-Q filed August 14, 2018, Exhibit 4.1 (File no.

001-37941)) .

4.8* Form of Warrant issued to dealer-manager in Rights Offering (Form 10-Q filed August 14, 2018, Exhibit 4.2 (File no.

001-37941)) .

4.9* Warrant Agency Agreement, dated August 13, 2018, between the Registrant and Transfer Online, Inc.

(Form 10-Q filed August 14, 2018, Exhibit 4.3 (File no.

001-37941)) .

4.10* Form of Placement Agent Warrant (Form 8-K filed July 17, 2019, Exhibit 4.1 (File no.

001-37941)) .

4.11* Form of Warrant (Form 8-K filed January 28, 2020, Exhibit 4.1 (File no.

001-37941)) .

4.12* Form of Placement Agent Warrant (Form 8-K filed January 28, 2020, Exhibit 4.2 (File no.

001-37941)) .

4.13* Form of Warrant (Form 8-K filed March 6, 2020, Exhibit 4.1 (File no.

001-37941)) .

4.14* Form of Placement Agent Warrant (Form 8-K filed March 6, 2020, Exhibit 4.2 (File no.

001-37941)) .

4.15* Form of Restricted Stock Unit Notice and Agreement (Form 10-K filed March 17, 2020, Exhibit 4.6 (File no.

4.16* Form of New Warrant (Form 8-K filed October 27, 2020, Exhibit 4.1 (File no.

001-37941)) .

4.17* Form of Placement Agent Warrant (Form 8-K filed October 27, 2020, Exhibit 4.1 (File no.

001-37941)) .

4.18* Form of Pre-Funded Warrant (Form 8-K filed February 2, 2021, Exhibit 4.1 (File no.

001-37941)) .

4.19* Form of Warrant (Form 8-K filed February 2, 2021, Exhibit 4.2 (File no.

001-37941)) .

4.20* Form of Placement Agent Warrant (Form 8-K filed February 2, 2021, Exhibit 4.3 (File no.

001-37941)) .

4.21* Form of Placement Agent Warrant (Form 8-K filed March 23, 2021, Exhibit 4.1 (File no.

4.22* Form of Series A Warrant (Form S-1/A filed November 15, 2022, Exhibit 4.21 (File no.

333-267991)).

4.23* Form of Series B Warrant (Form S-1/A filed November 15, 2022, Exhibit 4.22 (File no.

333-267991)).

4.24* Form of Pre-Funded Warrant (Form S-1/A filed November 15, 2022, Exhibit 4.23 (File no.

4.1* Description of Securities (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 10-K/A filed April 21, 2020 (File no.

4.2* Form of the Registrant’s Common Stock certificate (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Registration Statement on Form S-1 filed October 7, 2016, (File no.

333-213736)).

4.25* Form of Placement Agent Warrant (Form S-1/A filed November 15, 2022, Exhibit 4.24 (File no.

Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 8-K filed October 27, 2020 (File no.

Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed February 2, 2021 (File no.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to SenesTech, Inc.’s Form 8-K filed February 2, 2021 (File no.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 8-K filed March 23, 2021 (File no.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.24 to SenesTech, Inc.’s Registration Statement on Form S-1/A filed November 15, 2022 (File no.

333-267991)).

Form of SenesTech, Inc.

Stock Option Grant Notice and Stand-Alone Option Agreement (Form S-8 filed February 10, 2023, Exhibit 4.2 (File no.

Stock Option Grant Notice and Stand-Alone Option Agreement under SenesTech, Inc.'s 2018 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Registration Statement on Form S-8 filed February 10, 2023 (File no.

333-269686)).

Form of SenesTech, Inc.

Restricted Stock Unit Grant Notice and Stand-Alone Restricted Stock Unit Agreement (Form S-8 filed February 10, 2023, Exhibit 4.3 (File no.

333-269686)).

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

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

F orm of Series F-1 Common Stock Purchase Warrant (Form 8-K filed August 23, 2024, Exhibit 4.1 (File no.

001-37941)) .

Form of Series F- 2 Common Stock Purchase Warrant (Form 8-K filed August 23, 2024, Exhibit 4.

001-37941)) .

Form of Placement Agent Warrant (Form 8-K filed August 23, 2024, Exhibit 4 .

Restricted Stock Unit Grant Notice and Stand-Alone Restricted Stock Unit Agreement under SenesTech, Inc.'s 2018 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 4.3 to SenesTech, Inc.’s Registration Statement on Form S-8 filed February 10, 2023 (File no.

333-269686)).

Form of Series C Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.28 to SenesTech, Inc.’s Form 8-K filed April 12, 2023 (File no.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.29 to SenesTech, Inc.’s Form 8-K filed April 12, 2023 (File no.

Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.33 to SenesTech, Inc.’s Form 8-K filed August 21, 2023 (File no.

Form of Series D Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.34 to SenesTech, Inc.’s Form 8-K filed November 29, 2023 (File no.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.37 to SenesTech, Inc.’s Form 8-K filed November 29, 2023 (File no.

Form of Series F-1 Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 8-K filed August 23, 2024 (File no.

Form of Series F-2 Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed August 23, 2024 (File no.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to SenesTech, Inc.’s Form 8-K filed August 23, 2024 (File no.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed March 11, 2025 (File no.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed July 1, 2025 (File no.

Form of Series I Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 8-K filed August 5, 2025 (File no.

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed August 5, 2025 (File no.

(10) Material Contracts

10.1* SenesTech, Inc.

2015 Equity Incentive Plan and forms of agreement thereunder (Form S-1 filed September 21, 2016, Exhibit 10.2 (File no.

333-213736)).

10.2* Form of Indemnification Agreement (Form S-1 filed September 21, 2016, Exhibit 10.6 (File no.

333-213736)).

10.3* Employment Offer Letter by and between the Registrant and Thomas Chesterman dated November 20, 2015 (Form S-1 filed September 21, 2016, Exhibit 10.9 (File no.

333-213736)).

Employment Letter Agreement by and between SenesTech, Inc.

and Kenneth Siegel dated May 16, 2019 (Form 8-K filed May 20, 2019, Exhibit 10.1 (File no.

001-37941)).+

Lease by and between the Registrant and Pinnacle Campus Office-Retail, LLC, dated as of November 18, 2019 (Form 10-K filed March 29, 2022, Exhibit 10.1 (File no.

333-236302)).

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

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

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

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

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

Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.6 to SenesTech, Inc.’s Registration Statement on Form S-1 filed September 21, 2016 (File no.

333-213736)).

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

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

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

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

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

Employment Offer Letter by and between SenesTech, Inc.

and Thomas Chesterman dated November 20, 2015 (Incorporate by reference to Exhibit 10.9 to SenesTech, Inc.’s Registration Statement on Form S-1 filed September 21, 2016 (File no.

333-213736)).

SenesTech, Inc.

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

Form of Securities Purchase Agreement, dated as of January 27, 2021 (Incorporated by reference to Exhibit 10.1 to SenesTech, Inc.’s Form 8-K filed February 2, 2021 (File no.

Form of Registration Rights Agreement, dated as of January 27, 2021 (Incorporated by reference to Exhibit 10.2 to SenesTech, Inc.’s Form 8-K filed February 2, 2021 (File no.

Form of SenesTech, Inc.

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

Stock Option Grant Notice and Option Agreement (Incorporated by reference to Exhibit 10.23A to SenesTech, Inc.’s Form 8-K filed October 14, 2022 (File no.

Form of SenesTech, Inc.

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

Form of Securities Purchase Agreement (Form 8-K filed March 19, 2021, Exhibit 10.1 (File no.

Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.23B to SenesTech, Inc.’s Form 8-K filed October 14, 2022 (File no.

Employment Letter Agreement between SenesTech, Inc.

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

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

and Joel Fruendt dated November 9, 2022 (Incorporated by reference to Exhibit 10.24 to SenesTech, Inc.’s Form 8-K filed November 14, 2022 (File no.

At The Market Offering Agreement, dated as of June 20, 2024, by and between SenesTech, Inc.

Wainwright & Co., LLC (Incorporated by reference to Exhibit 1.1 to SenesTech, Inc.’s on Form 8-K filed on June 20, 2024 (File no.

SenesTech, Inc.

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

S enesTech, Inc.

2018 Equity Incentive Plan, as amended (Form 8-K filed July 15, 2024, Exhibit 10.1 (File no.

001-37941)) .

F orm of Inducement Letter (Form 8-K filed August 23, 2024, Exhibit 10.1 (File no.

2018 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 10.1 to SenesTech, Inc.’s Form 8-K filed July 15, 2024 (File no.

Standard Industrial/Commercial Multi-Tenant Lease, between the Company and E&V Investments, LLC, dated as of July 17, 2024 (Incorporated by reference to Exhibit 10.1 to SenesTech, Inc.’s Form 10-K filed March 13, 2025 (File no.

Employment Letter Agreement between Sen esTech, Inc.

and Michael Edell dated November 3, 2025 (Incorpor ated by reference to Exhibit 10.1 to SenesTech, Inc.

’ s Form 8-K filed November 14, 2025 (File no.

001-37941)) .

Standard Industrial/Commercial Multi-Tenant Lease, between the Company and E&V Investments, LLC, dated as of July 17, 2024 .

Transition Agreement between SenesTech, Inc.

and Joel Fruendt dated January 22, 2026.

(19) Insider Trading Policies and Procedures

S enesTech, Inc.

Insider Trading Policy .

SenesTech, Inc.

Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to SenesTech, Inc.’s Form 10-K filed March 13, 2025 (File no.

(21) Subsidiaries of the Registrant

21.1 List of Subsidiaries of the Registrant.

7 unchanged sentences

(97) Policy Relating to Recovery of Erroneously Awarded Compensation

S ene sTech, Inc.

Executive Officer Clawback Policy (Form 10-K/A filed April 29, 2024, Exhibit 97.1 (File no.

001-37941)) .

97.1* SenesTech, Inc.

Executive Officer Clawback Policy (Incorporated by reference to Exhibit 97.1 to SenesTech, Inc.’s Form 10-K/A filed April 29, 2024 (File no.

(101) Interactive Data File

5 unchanged sentences

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

* Incorporated by reference as indicated.

7 unchanged sentences

President and Chief Executive Officer

March 12, 2025

/s/ Thomas C.

Executive Vice President, Chief Financial Officer,

Treasurer and Secretary

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

Signature Title Date

/s/ Joel Fruendt President and Chief Executive Officer

/s/ Joel Fruendt President, Chief Executive Officer

March 12, 2026

3 unchanged sentences

Chesterman (Principal Financial and Accounting Officer)

/s/ Jamie Bechtel Chair of the Board March 12, 2025

/s/ Jamie Bechtel Chair of the Board and

Interim Executive Chair

March 12, 2026

Jamie Bechtel

/s/ Lynn Graham Director March 12, 2026

/s/ Phil Grandinetti Director March 12, 2026

5 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures