What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-11-10 · 87 added, 240 removed, 302 unchanged (52% of the section changed)

3 unchanged sentences

(In thousands, except shares and per share data)

September 30,

2026 December 31, 2025

4 unchanged sentences

Accounts receivable, net 163 201

Inventory, net 767 794

Inventory 1,048 994

Prepaid expenses and other current assets 338 297

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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, 5,223,015 and 1,035,893 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 5,303,426 and 5,223,015 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 152,239 152,043

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(In thousands, except shares and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenues, net $ 493 $ 485

6 unchanged sentences

Loss from operations ( 2,119 ) ( 1,663 )

Other income (expense):

Interest income (expense):

Interest income 60 3

Interest expense ( 4 ) ( 5 )

Miscellaneous income — 29 — 30

Other income, net 49 34 45 63

Interest income (expense), net 56 ( 2 )

Net loss and comprehensive loss $ ( 2,063 ) $ ( 1,665 )

5 unchanged sentences

(In thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

6 unchanged sentences

Accretion of interest on held-to-maturity investments ( 6 ) —

Gain on sale of property and equipment — ( 28 )

Changes in operating assets and liabilities:

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Inventory ( 54 ) 41

Other assets 22 ( 36 )

Accounts payable ( 68 ) ( 51 )

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Cash flows from investing activities:

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

Maturity of held-to-maturity investment 1,000 —

Purchase of property and equipment — ( 36 )

Proceeds received from sale of property and equipment — 28

Net cash used in investing activities ( 3,089 ) ( 41 )

Net cash provided by (used in) investing activities 1,000 ( 36 )

Cash flows from financing activities:

1 unchanged sentence

Proceeds from issuances of common stock, net 173 1,066

Proceeds from issuance of notes payable — 25

Repayments of notes payable ( 15 ) ( 14 )

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Income taxes paid $ — $ —

Non-cash investing and financing activities:

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

Note payable incurred for the purchase of certain equipment — 38

See accompanying notes to condensed financial statements.

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(subsequently referred to in this report as “we,” “us,” “our,” or “our company”) was incorporated in the state of Nevada in July 2004.

On November 12, 2015, we subsequently reincorporated in the state of Delaware.

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

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

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Accordingly, ContraPest is an additional tool to use as part of an integrated pest management program.

To date, ContraPest is registered in all 50 states and the District of Columbia ( 49 states and the District of Columbia have approved the restricted use pesticide designation) and two major U.S.

ContraPest is registered in all 50 states and the District of Columbia ( 49 states and the District of Columbia have approved the restricted use pesticide designation) and two major U.S.

territories, Puerto Rico and the U.S.

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Evolve Rat does not cause illness in rats and, therefore, it does not change behavior or result in bait aversion.

By targeting the reproductive systems of both male and female rats and with palatability generating continued consumption, the use of Evolve Rat can lead to a sustained reduction of the rat population.

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 U.S.

Environmental Protection Agency’s (“EPA’s”) minimum risk pesticide conditions under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b).

Environmental Protection Agency’s (“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 may also be used in agricultural application, as it is made from food ingredients with tolerance exemptions for both food and nonfood applications.

To date, we are authorized to sell Evolve Rat in 48 states and territories.

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

Evolve Mouse is a variation of our soft bait formulation and contains the same active ingredient, cottonseed oil, in a different concentration.

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

To date, we are authorized to sell Evolve Mouse in 37 states and territories.

We are continuously enhancing ContraPest and Evolve to align with the unique needs and environments of our customers in our target verticals, while simultaneously pursuing regulatory approvals and amendments to our existing U.S.

registrations to broaden its use and marketability.

When regulatory and financial conditions permit, we will seek regulatory approval for additional jurisdictions beyond the United States.

Going Concern Substantial Doubt Alleviated

Our condensed financial statements as of September 30, 2025 were prepared under the assumption that we would continue as a going concern.

The reports of our independent registered public accounting firm that accompany our financial statements for each of the years ended December 31, 2024 and December 31, 2023 contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time.

In connection with the preparation of its condensed financial statements for the three and nine month periods ended September 30, 2025, the Company’s management evaluated the Company’s ability to continue as a going concern in accordance with the 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 our recent financings.

During 2025, the Company has completed financing transactions generating net proceeds of $ 13.2 million from the sale of common 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, coupled with the 2025 financing transactions, 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 prior annual report.

The Company’s cash, cash equivalents and short-term investments of $ 10.2 million as of September 30, 2025 will enable it to meet its obligations for the next 12 months and the foreseeable future.

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 agencies.

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 capability of both male and female mice and is also considered a minimum risk pesticide under Section 25(b) of FIFRA.

We are authorized to sell Evolve Mouse in 37 states and territories.

Liquidity and Capital Resources

1 unchanged sentence

We have generated limited revenue to date from product sales and have primarily funded our operations through the sale of equity securities, including common stock and warrants to purchase common stock.

As of September 30, 2025, we had an accumulated deficit of $ 140.7 million and cash and cash equivalents and short-term investments of $ 10.2 million.

As of March 31, 2026, we had an accumulated deficit of $ 144.5 million and cash and cash equivalents and short-term investments of $ 6.8 million.

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

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and (vi) our ability to meet our working capital needs.

Based upon our current operating plan, we expect that cash and cash equivalents and short-term investments at September 30, 2025, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for the next 12 months and the foreseeable future.

Based upon our current operating plan, we expect that cash and cash equivalents and short-term investments at March 31, 2026, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for the next 12 months and the foreseeable future.

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 still be needed before achieving our anticipated revenue and margin targets.

8 unchanged sentences

GAAP”) have been condensed or omitted pursuant to such rules and regulations.

In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of September 30, 2025, and our operating results and cash flows for the nine month periods ended September 30, 2025 and 2024.

In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of March 31, 2026, and our operating results and cash flows for the three month periods ended March 31, 2026 and 2025.

The accompanying financial information as of December 31, 2025 is derived from audited financial statements.

2 unchanged sentences

Recent Accounting Pronouncements

There have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed financial statements.

There have been no new accounting pronouncements that are not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed financial statements.

Use of Estimates

4 unchanged sentences

Advertising Costs

Advertising costs are expensed as incurred and were $ 55,000 and $ 58,000 for the three months ended September 30, 2025 and 2024, respectively, and $ 112,000 and $ 180,000 for the nine months ended September 30, 2025 and 2024, respectively.

Advertising costs are expensed as incurred and were $ 23,000 and $ 22,000 for the three months ended March 31, 2026 and 2025, respectively.

Comprehensive Loss

1 unchanged sentence

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

Reclassification

To conform with the 2025 presentation, we have reclassified the non-cash operating lease expense of $ 5,000 from the change in other assets in the condensed statement of cash flows for the nine months ended September 30, 2024.

This reclassification had no impact on our condensed statement of operations and comprehensive loss for the nine months ended September 30, 2024.

BALANCE SHEET COMPONENTS

Cash and Cash Equivalents

Highly liquid investments with maturities of 90 days or less as of the date of acquisition are classified as cash equivalents, of which we had $ 7.3 million and $ 1.3 million as of September 30, 2025 and December 31, 2024, respectively, included within cash and cash equivalents in the condensed balance sheets.

Cash equivalents as of September 30, 2025 include $ 5.0 million in United States Treasury securities (“U.S.

Treasuries”) with maturities under 90 days.

Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $ 6.6 million and $ 7.1 million as of March 31, 2026 and December 31, 2025, respectively, included within cash and cash equivalents in the condensed balance sheets.

Short-term Investments

As of September 30, 2025, we held investments totaling $ 3.0 million in U.S.

From time-to-time we have held investments in U.S.

Treasuries, which are 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.

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

Accounts Receivable, Net

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

September 30,

2026 December 31,

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Balance as of beginning of period $ 18 $ 4

2 unchanged sentences

Balance as of end of period $ 8 $ 4

Inventory, net

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

September 30,

Inventory consisted of the following (in thousands):

2026 December 31,

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Total inventory 1,048 994

reserve for obsolescence — —

Inventory, net $ 767 $ 794

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Balance as of beginning of period $ — $ — $ — $ 5

Increase in reserve — — — —

Amounts relieved — — — ( 5 )

Balance as of end of period $ — $ — $ — $ —

Prepaid Expenses and Other Current Assets

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

September 30,

2026 December 31,

Software licenses $ 126 $ 127

Professional services 58 18

Inventory 58 —

Insurance 47 27

Equity offering costs 79 29

Insurance 55 47

Marketing programs and conferences 31 25

Professional services 15 14

Total prepaid expenses and other current assets $ 338 $ 297

1 unchanged sentence

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

September 30,

2026 December 31,

5 unchanged sentences

Accumulated depreciation and amortization ( 1,202 ) ( 1,171 )

Total in service, net 429 335

Construction in progress — 72

Property and equipment, net $ 379 $ 410

1 unchanged sentence

Accrued expenses consisted of the following (in thousands):

September 30,

2026 December 31,

2 unchanged sentences

Product warranty and other 21 4

Franchise tax 20 —

Total accrued expenses $ 593 $ 383

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The notes payable for that certain equipment have a weighted average annual interest rate of 10.4 % with original terms of five years and are secured by the underlying equipment.

As of September 30, 2025, future principal payments were as follows (in thousands):

As of March 31, 2026, future principal payments were as follows (in thousands):

Total principal payments 191

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

Notes payable and operating lease liability are measured at amortized cost, which approximates fair value based on current market rates and terms.

In April 2025, we relocated our corporate headquarters and manufacturing and research operations into a new facility under an operating lease that extends through 2035.

The operating lease for our previous location expired in May 2025.

We have an operating lease arrangement for our corporate offices and manufacturing and research operations that extends through 2035.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating lease cost $ 90 $ —

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(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.

As of September 30, 2025, the maturities of under the operating lease liability were as follows (in thousands):

As of March 31, 2026, the maturities under the operating lease liability were as follows (in thousands):

Thereafter 1,875

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2018 Equity Incentive Plan (the “2018 Plan”), which provides for the issuance of stock-based instruments, such as stock options or restricted stock units, to employees or consultants as deemed appropriate.

The 2018 Plan has since been amended and restated on certain occasions, most recently on July 11, 2024, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares.

As of September 30, 2025, we have 32,241 shares of common stock available for issuance under the 2018 Plan.

The 2018 Plan has since been amended and restated on certain occasions, most recently

on July 11, 2024, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares.

As of March 31, 2026, we have 32,268 shares of common stock available for issuance under the 2018 Plan.

Currently, only stock options are outstanding under the 2018 Plan, which are generally issued with a per share exercise price equal to the fair market value of our common stock at the date of grant.

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Certain stock option awards provide for accelerated vesting upon a change in control.

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 has approved an amendment to the 2018 Plan, which has been submitted to the stockholders of the Company for approval at the 2026 annual meeting of stockholders, 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 March 31, 2026, stockholder approval of the amended 2018 Plan has not been obtained.

The Company concluded that a grant date, as defined under ASC 718, Compensation—Stock Compensation had not occurred as of March 31, 2026 because the awards remained contingent upon stockholder approval of the amended 2018 Plan.

Accordingly, no stock-based compensation expenses was recognized related to these awards as of March 31, 2026.

Stock Options

The following table presents the outstanding stock option activity:

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Share Weighted

Three months ended September 30, 2025:

Outstanding as of June 30, 2025:

175,662 $ 23.14 9.1

Granted — — —

Exercised — — —

Forfeited — — —

Expired ( 59 ) 4,658.85 —

Outstanding as of September 30, 2025 175,603 (1)

Nine months ended September 30, 2025:

Three months ended March 31, 2026:

Outstanding as of December 31, 2025 175,578 $ 20.75 8.8

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Expired ( 2 ) 4,104.00 —

Outstanding as of September 30, 2025 175,603 (1)

Exercisable as of September 30, 2025 107,388 33.24 8.7

Outstanding as of March 31, 2026 175,576 (1)

Exercisable as of March 31, 2026 123,085 28.30 8.5

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

The weighted average grant date fair value of options granted during the nine months ended September 30, 2025 was $ 3.08 per share based on the following assumptions used in the Black-Scholes option pricing model:

Expected volatility 162 %

Expected dividend yield — %

Expected term (in years) 10

Risk-free interest rate 4.67 %

The expected volatility assumption is based on the calculated volatility of our common stock at the date of grant based on historical prices over the most recent period commensurate with the term of the award.

The expected dividend yield assumption is based on our history and expected dividend payouts:

we have not, and do not expect to, pay dividends.

The expected term assumption is the contractual term of the options.

The risk-free interest rate assumption is determined using the U.S.

treasury yields for bonds with a maturity commensurate with the term of the award.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Research and development $ 2 $ 3

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The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee.

As of September 30, 2025, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $ 198,000 , which will be recognized over a weighted average period of 2.1 years, assuming the employees and non-employees complete their service period required for vesting.

As of March 31, 2026, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $ 139,000 , which will be recognized over a weighted average period of 1.5 years, assuming the employees and non-employees complete their service period required for vesting.

STOCKHOLDERS’ EQUITY

Activity in equity during the nine month periods ended September 30, 2025 and 2024 was as follows (dollars in thousands):

Activity in equity during the three month periods ended March 31, 2026 and 2025 was as follows (dollars in thousands):

Common Stock Additional

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Issuance of common stock, net of transaction costs 80,411 — 173 — 173

Issuance of common stock upon exercise of warrants, net of transaction costs 374,718 1 888 — 889

Net loss — — — ( 2,063 ) ( 2,063 )

Balances as of March 31, 2026 5,303,426 $ 5 $ 152,239 $ ( 144,543 ) $ 7,701

Stock-based compensation — — 90 — 90

Issuance of common stock, net of transaction costs 489,341 1 1,639 — 1,640

Issuance of common stock upon exercise of warrants, net of transaction costs 1,498,872 1 3,970 — 3,971

Net loss — — — ( 1,616 ) ( 1,616 )

Balances as of June 30, 2025 3,764,143 4 146,351 ( 139,378 ) 6,977

Stock-based compensation — — 47 — 47

Issuance of common stock upon exercise of warrants, net of transaction costs 1,458,872 1 5,621 — 5,622

Net loss — — — ( 1,298 ) ( 1,298 )

Balances as of September 30, 2025 5,223,015 $ 5 $ 152,019 $ ( 140,676 ) $ 11,348

Balances as of December 31, 2024 1,035,893 $ 1 $ 138,607 $ ( 136,097 ) $ 2,511

Stock-based compensation — — 91 — 91

Issuance of common stock, net of transaction costs 365,319 — 1,066 — 1,066

Issuance of common stock upon exercise of warrants, net of transaction costs 374,718 1 888 — 889

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Balances as of March 31, 2025 1,775,930 $ 2 $ 140,652 $ ( 137,762 ) $ 2,892

Stock-based compensation — — 88 — 88

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

Net loss — — — ( 1,584 ) ( 1,584 )

Balances as of June 30, 2024 515,340 1 136,442 ( 133,329 ) 3,114

Stock-based compensation — — 73 — 73

Issuance of common stock upon exercise of warrants, net of transaction costs 505,502 — 1,977 — 1,977

Net loss — — — ( 1,513 ) ( 1,513 )

Balances as of September 30, 2024 1,020,842 $ 1 $ 138,492 $ ( 134,842 ) $ 3,651

In August 2025, we completed a warrant inducement transaction whereby we issued 1,458,872 shares of common stock pursuant to the exercise of warrants.

Certain warrant holders were induced to exercise warrants at the existing exercise price of $ 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 $ 685,000 of issuance-related costs.

See Note 7, Common Stock Warrants , for a discussion of the new short-term warrants to purchase 2,188,308 shares that were issued in connection with the August 2025 Warrant Inducement.

In June 2025, we entered into a warrant inducement transaction whereby we agreed to issue 1,458,872 shares of common stock pursuant to the exercise of warrants.

Certain warrant holders were induced to exercise warrants at the existing exercise price of $ 2.90 per share and pay a purchase price of $ 0.125 per share, or an aggregate purchase price of $ 182,000 , in consideration of our issuance of new warrants with similar terms as the warrants that were induced to exercise (the “June 2025 Warrant Inducement”).

Additionally, warrants related to 40,000 shares were 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 $ 526,000 of issuance-related costs.

See Note 7, Common Stock Warrants , for a discussion of the new short-term warrants to purchase 1,458,872 shares that were issued in connection with the June 2025 Warrant Inducement.

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

Certain warrant holders were induced to exercise warrants by reducing the exercise price to the then-current market price of our common stock (the “March 2025 Warrant Inducement”).

The original warrants consisted of 251,884 shares of common stock underlying the warrants issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 4.5 years (“Series F-1 Warrants”) and 122,834 shares of common stock underlying the warrants issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 1.0 year (“Series F-2 Warrants”) (collectively, the “Original Warrants”).

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

The difference between the fair value of the warrants immediately prior to modification and immediately after modification was treated as a transaction cost, which is netted against proceeds received, and was $ 58,000 using the Black-Scholes model based on the following significant inputs:

• For the Series F-1 Warrants:

common stock price of $ 2.38 per share;

volatility of 120 %;

term of 4.5 years;

dividend yield of — %;

and risk-free rate of 4.0 %;

• For the Series F-2 Warrants:

common stock price of $ 2.38 per share;

volatility of 111 %;

term of 1.0 year;

dividend yield of — %;

and risk-free rate of 4.0 %.

In connection with the March 2025 Warrant Inducement, new short-term warrants to purchase 1,517,608 shares of our common stock were issued, which are discussed in Note 7, Common Stock Warrants .

In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at-the-market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock (“ATM Facility”).

During the nine months ended September 30, 2025, we have sold 854,660 shares of common stock under this ATM Facility for gross proceeds of $ 3.0 million, before deducting offering expenses of $ 299,000 .

As of September 30, 2025, there is capacity under the ATM Facility of approximately $ 7.5 million.

During the three months ended March 31, 2026, we sold 80,411 shares of common stock under this ATM Facility for gross proceeds of $ 182,000 , before deducting offering expenses of $ 9,000 .

As of March 31, 2026, there is capacity under the ATM Facility of approximately $ 7.3 million.

COMMON STOCK WARRANTS

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Date Exercise

Price Balance December 31, 2024 Issued Exercised Expired Balance September 30, 2025

January 2020 Registered Direct Offering July 2025 $ 21,600.00 60 — — ( 60 ) —

January 2020 Dealer Manager January 2025 $ 24,000.00 4 — — ( 4 ) —

March 2020 Dealer Manager March 2025 $ 9,015.12 4 — — ( 4 ) —

April 2020 Dealer Manager April 2025 $ 9,528.00 47 — — ( 47 ) —

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

Price Balance December 31, 2025 Issued Exercised Expired Balance March 31, 2026

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

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November 2023 Series D November 2028 $ 13.00 151,026 — — — 151,026

November 2023 Series E May 2025 $ 13.00 80,998 — — ( 80,998 ) —

November 2023 Dealer Manager November 2028 $ 16.25 28,844 — — — 28,844

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

March 2025 Series G September 2026 $ 2.90 — 1,498,872 ( 1,498,872 ) — —

March 2025 Dealer Manager September 2026 $ 3.625 18,736 — — — 18,736

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Outstanding as of December 31, 2025 3,204,923 $ 7.50 1.2

Issued 5,310,676 4.40 1.1

Exercised — — —

Expired ( 316,912 ) 5.49 —

Outstanding as of September 30, 2025 3,204,923 7.50 1.5

In connection with the August 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity , we issued to those investors warrants to purchase up to 2,188,308 shares of our common stock at an exercise price of $ 5.25 per share, which are exercisable for 1.3 years, or through November 22, 2026.

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;

volatility of 116 %;

term of 1.3 years;

dividend yield of 0 %;

and risk-free rate of 3.8 %.

In addition, placement agent warrants were issued to purchase up to 72,944 shares of our common stock at an exercise price of $ 5.4219 per share, which are exercisable for 1.3 years, or through November 22, 2026.

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

common stock price of $ 5.36 per share;

volatility of 116 %;

term of 1.3 years;

dividend yield of 0 %;

and risk-free interest rate of 3.8 %.

In connection with the June 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity , we issued to those investors warrants to purchase up to 1,458,872 shares of our common stock at an exercise price of $ 4.15 per share, which are exercisable for 1.3 years from the date of issuance.

We estimated the fair value of these warrants to be $ 4.1 million using a Black-Scholes model based on the following significant inputs:

common stock price of $ 5.09 per share;

volatility of 114 %;

term of 1.3 years;

dividend yield of 0 %;

and risk-free rate of 3.7 %.

These warrants were exercised in August 2025.

In addition, placement agent warrants were issued to purchase up to 72,944 shares of our common stock at an exercise price of $ 3.781 per share, which are exercisable for 1.3 years from the date of issuance.

We estimated the fair value of these warrants to be $ 212,000 using a Black-Scholes model based on the following significant inputs:

common stock price of $ 5.09 per share;

volatility of 114 %;

term of 1.3 years;

dividend yield of 0 %;

and risk-free interest rate of 3.7 %.

In connection with the March 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity , we issued to those investors warrants to purchase up to 1,498,872 shares of our common stock at an exercise price of $ 2.90 per share, which will be exercisable for 1.5 years beginning on the effective date of stockholder approval of the issuance of the shares of common stock, which was obtained on June 9, 2025.

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

common stock price of $ 2.38 per share;

volatility of 117 %;

term of 1.5 years;

dividend yield of 0 %;

and risk-free rate of 4.37 %.

In addition, placement agent warrants were issued to purchase up to 18,736 shares of our common stock at an exercise price of $ 3.625 per share, which will be exercisable for 1.5 years beginning on the effective date of stockholder approval of the issuance of the shares of common stock, which was obtained on June 9, 2025.

We estimated the fair value of these warrants to be $ 20,000 using a Black-Scholes model based on the following significant inputs:

common stock price of $ 2.38 per share;

volatility of 117 %;

term of 1.5 years;

dividend yield of 0 %;

and risk-free interest rate of 4.37 %.

Outstanding as of March 31, 2026 2,888,011 7.72 1.1

LOSS PER SHARE

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Common stock warrants — —

Stock options — 2,359

166,900 43,889 31,365 454,619

SEGMENT INFORMATION

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Customer A 17 % — %

Customer B 10 7

Customer C — % 31 %

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

September 30,

2026 December 31, 2025

Customer A 39 % 30 %

Customer B 29 % 9 %

Customer D 14 —

Customer E 13 15

Customer F 1 14

RELATED PARTIES

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 cash payments of $ 19,000 were made during the three months ended September 30, 2025 to Hustle and Flower LLC, of which a member of our board serves as chief executive officer.

There were no related party transactions in 2024.

During the three months ended March 31, 2026, consulting fees of $ 25,000 were incurred in connection with services provided by Hustle and Flower LLC, of which a member of our board serves as chief executive officer.

There were no related party transactions during the three months ended March 31, 2025.

CONTINGENCIES

1 unchanged sentence

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

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

These claims are based on allegations that we misappropriated and utilized proprietary information and trade secrets of Liphatech.

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

The complaint seeks unspecified damages as well as injunctive relief.

We believe we have strong defenses and are actively defending the case, although no assurance can be

given regarding the outcome.

The outcome of this legal matter is not known or probable at this time, and no specific damages have been claimed, therefore, no amounts have been accrued for a settlement.

In addition to the matters described above, we may be subject to other legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business.

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

These claims were based on allegations that we misappropriated and utilized proprietary information and trade secrets of Liphatech.

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, the parties to this legal matter have resolved all disputes between them in a manner satisfactory to all involved and the matter was settled.

All litigation has been dismissed and cannot be reinstated.

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.

SUBSEQUENT EVENTS

We have evaluated subsequent events from the balance sheet date through November 10, 2025, the date at which the condensed financial statements were issued, and determined that there were no items that require adjustment to or disclosure in the condensed financial statements.

Effective May 6, 2026, Michael Edell was appointed President and Chief Executive Officer succeeding Joel Fruendt.

In connection with Mr.

Edell’s appointment, he was awarded an option to purchase 263,288 shares of the Company’s stock (the “Option”).

The Option is scheduled to vest over a three-year period commencing on May 1 ,2026, with 1/12th of the shares subject to the Option vesting on the last day of each calendar quarter, subject to Mr.

Edell’s continuous service through the applicable vesting date.

The Option will not be exercisable unless the Company’s stockholders approve an increase in the number of shares reserved for issuance under the SenesTech, Inc.

2018 Equity Incentive Plan.

As previously disclosed, pursuant to a separation agreement between the Company and Mr.

Fruendt, subject to the Company’s receipt of an effective release and waiver of claims, Mr.

Fruendt will be entitled to receive the following severance compensation and other benefits:

(1) cash severance benefits in the form of continuation of his base salary through December 15, 2026 (subject to applicable withholdings);

(2) payment or reimbursement of premiums for health insurance coverage until December 31, 2026;

and (3) acceleration of the vesting of the stock options held by Mr.

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

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-Q

Item 1. Financial Statements