Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
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 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
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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 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 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
There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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.
ITEM 11. 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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
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.
ITEM 13. 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.
ITEM 14. 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.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Financial Statements and Schedules
1. Financial Statements are listed in the Index to Financial Statements on page F-1 of this Annual Report on Form 10-K.
2. All schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because of the absence of the conditions under which they are required or because the information required is shown in the financial statements or notes above.
(b) Exhibit Listing
Exhibit
Number Description
(3) Articles of Incorporation and Bylaws
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. 001-37941)).
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. 001-37941)).
3.1(b)* 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, 2022, (File no. 001-37941)).
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. 001-37941)).
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. 001-37941)).
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 (Incorporated by reference to Exhibit 3.2 to SenesTech, Inc.’s Form 8-K filed June 17, 2021 (File no. 001-37941)).
(4) Instruments defining the rights of security holders, including indentures
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. 001-37941)).
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)).
4.3*
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. 001-37941)).
4.4*
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. 001-37941)).
4.5*
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. 001-37941)).
4.6*
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. 001-37941)).
4.7*
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)).
4.8*
Form of SenesTech, Inc. 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)).
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4.9*
Form of SenesTech, Inc. 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)).
4.10*
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. 001-37941)).
4.11*
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. 001-37941)).
4.12*
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. 001-37941)).
4.13*
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. 001-37941)).
4.14*
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. 001-37941)).
4.15*
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. 001-37941)).
4.16*
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. 001-37941)).
4.17*
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. 001-37941)).
4.18*
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. 001-37941)).
4.19*
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. 001-37941)).
4.20*
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. 001-37941)).
4.21*
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. 001-37941)).
(10) Material Contracts
10.1*+
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)).
10.2*+
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)).
10.3*
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. 001-37941)).
10.4*
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. 001-37941)).
10.5*+
Form of SenesTech, Inc. 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. 001-37941)).
10.6*+
Form of SenesTech, Inc. 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. 001-37941)).
10.7*+
Employment Letter Agreement between SenesTech, Inc. 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. 001-37941)).
10.8*+
At The Market Offering Agreement, dated as of June 20, 2024, by and between SenesTech, Inc. and H.C. 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. 001-37941)).
10.9*+
SenesTech, Inc. 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. 001-37941)).
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10.10*
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. 001-37941)).
10.11*+
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)) .
10.12+
Transition Agreement between SenesTech, Inc. and Joel Fruendt dated January 22, 2026.
(19) Insider Trading Policies and Procedures
19.1*
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. 001-37941)).
(21) Subsidiaries of the Registrant
21.1 List of Subsidiaries of the Registrant.
(23) Consents of Experts and Counsel
23.1 Consent of Independent Registered Public Accounting Firm M&K CPAS, PLLC.
(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1 Certification of Chief Executive Officer.
31.2 Certification of Chief Financial Officer.
(32) Section 1350 Certifications
32.1 Certifications of Chief Executive Officer and Chief Financial Officer.
(97) Policy Relating to Recovery of Erroneously Awarded Compensation
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. 001-37941)).
(101) Interactive Data File
101.INS Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
104.1
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
* Incorporated by reference as indicated.
+ Indicates a management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY.
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SENESTECH, INC.
Date: March 12, 2026
By: /s/ Joel Fruendt
Joel Fruendt
President and Chief Executive Officer
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, Chief Executive Officer
and Director
March 12, 2026
Joel Fruendt (Principal Executive Officer)
/s/ Thomas C. Chesterman Executive Vice President, Chief Financial Officer, Treasurer, and Secretary March 12, 2026
Thomas C. Chesterman (Principal Financial and Accounting Officer)
/s/ Jamie Bechtel Chair of the Board and
Interim Executive Chair
March 12, 2026
Jamie Bechtel
/s/ Lynn Graham Director March 12, 2026
Lynn Graham
/s/ Phil Grandinetti Director March 12, 2026
Phil Grandinetti
/s/ Jake Leach Director March 12, 2026
Jake Leach
/s/ Joshua Moss Director March 12, 2026
Joshua Moss
/s/ Matthew K. Szot Director March 12, 2026
Matthew K. Szot
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