SenesTech, Inc. 10-Q

Item 1. Financial Statements SENESTECH, INC. CONDENSED BALANCE SHEETS (In thousands, except shares and per share data) March 31, 2026 December 31, 2025 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 6,804 $ 7,575 Short-term investments — 994 Accounts receivable, net 163 201 Inventory 1,048 994 Prepaid expenses and other current assets 338 297 Total current assets 8,353 10,061 Right to use asset, operating lease 2,295 2,336 Property and equipment, net 379 410 Other noncurrent assets 36 36 Total assets $ 11,063 $ 12,843 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 115 $ 183 Accrued expenses 593 383 Current portion of operating lease liability 142 139 Current portion of notes payable 63 61 Deferred revenue 25 32 Total current liabilities 938 798 Operating lease liability, less current portion 2,296 2,332 Notes payable, less current portion 128 145 Total liabilities 3,362 3,275 Commitments and contingencies (see notes) Stockholders’ equity: 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 5 5 Additional paid-in capital 152,239 152,043 Accumulated deficit ( 144,543 ) ( 142,480 ) Total stockholders’ equity 7,701 9,568 Total liabilities and stockholders’ equity $ 11,063 $ 12,843 See accompanying notes to condensed financial statements. 1 Table of Contents SENESTECH, INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except shares and per share data) (Unaudited) Three Months Ended March 31, 2026 2025 Revenues, net $ 493 $ 485 Cost of sales 155 172 Gross profit 338 313 Operating expenses: Research and development 422 418 Selling, general and administrative 2,035 1,558 Total operating expenses 2,457 1,976 Loss from operations ( 2,119 ) ( 1,663 ) Interest income (expense): Interest income 60 3 Interest expense ( 4 ) ( 5 ) Interest income (expense), net 56 ( 2 ) Net loss and comprehensive loss $ ( 2,063 ) $ ( 1,665 ) Weighted average shares outstanding - basic and diluted 5,263,717 1,299,971 Net loss per share - basic and diluted $ ( 0.39 ) $ ( 1.28 ) See accompanying notes to condensed financial statements. 2 Table of Contents SENESTECH, INC. CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 2,063 ) $ ( 1,665 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 31 39 Stock-based compensation 23 91 Operating lease 8 — Bad debt expense 5 — Accretion of interest on held-to-maturity investments ( 6 ) — Changes in operating assets and liabilities: Accounts receivable 32 ( 163 ) Prepaid expenses and other current assets ( 40 ) 119 Inventory ( 54 ) 41 Accounts payable ( 68 ) ( 51 ) Accrued expenses 210 32 Deferred revenue ( 7 ) — Net cash used in operating activities ( 1,929 ) ( 1,557 ) Cash flows from investing activities: Maturity of held-to-maturity investment 1,000 — Purchase of property and equipment — ( 36 ) Net cash provided by (used in) investing activities 1,000 ( 36 ) Cash flows from financing activities: Proceeds from the exercise of warrants, net — 889 Proceeds from issuances of common stock, net 173 1,066 Repayments of notes payable ( 15 ) ( 14 ) Net cash provided by financing activities 158 1,941 Increase (decrease) in cash and cash equivalents ( 771 ) 348 Cash and cash equivalents, beginning of period 7,575 1,307 Cash and cash equivalents, end of period $ 6,804 $ 1,655 Supplemental cash flow information is as follows: Interest paid $ 4 $ 5 Income taxes paid $ — $ — See accompanying notes to condensed financial statements. 3 Table of Contents SENESTECH, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 1: BASIS OF PRESENTATION Nature of Business SenesTech, Inc. (subsequently referred to in this report as “we,” “us,” “our,” or “our company”) was incorporated in the state of Nevada in July 2004. 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 . 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. 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. Virgin Islands. EVOLVE . The Evolve product line, which began in the form of Evolve Rat, launched in January 2024, and is currently our lead product. Evolve Rat is a soft bait product that is novel to the pest control industry and contains the active ingredient, cottonseed oil. Evolve Rat reduces fertility in both male and female rats. Additionally, its palatable formulation produces high acceptance for sustained consumption even when other sought-after food sources are present. Evolve Rat does not cause illness in rats and, therefore, it does not change behavior or result in bait aversion. By targeting the reproductive systems of both male and female rats, and with palatability 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 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 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 Since our inception, we have incurred significant operating losses related to our research and development and commercialization efforts and we expect these losses to continue in the near term. We have generated limited revenue to date from product sales and have primarily funded our operations through the sale of equity securities, including common stock and warrants to purchase common stock. As of 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: (i) successful commercialization of fertility control products and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of fertility control products and other products; (iii) 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) 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. 4 Table of Contents 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. If we are unable to raise the necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern. In any event, additional capital may be needed in order to fund our operating losses and research and development activities before we become profitable. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts or discontinue operations. Condensed Financial Statements Our accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with the U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of 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. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026. Recent Accounting Pronouncements 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 The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The significant estimates in our financial statements include the valuation of inventory, common stock warrants and stock-based awards, such as stock options and restricted stock units. Actual results could differ from such estimates. Advertising Costs Advertising costs are expensed as incurred and were $ 23,000 and $ 22,000 for the three months ended March 31, 2026 and 2025, respectively. Comprehensive Loss We have no other comprehensive income items for the periods presented. As a result, our net loss and comprehensive loss were the same for the periods presented, and a separate statement of comprehensive loss is not included in the accompanying condensed financial statements. NOTE 2: BALANCE SHEET COMPONENTS Cash and Cash Equivalents Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $ 6.6 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. 5 Table of Contents Short-term Investments 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. U.S. 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): March 31, 2026 December 31, 2025 Accounts receivable $ 171 $ 219 Allowance for uncollectible accounts ( 8 ) ( 18 ) Accounts receivable, net $ 163 $ 201 The following was the activity in the allowance for uncollectible accounts (in thousands): Three Months Ended March 31, 2026 2025 Balance as of beginning of period $ 18 $ 4 Increase in provision 5 — Amounts written off, less recoveries ( 15 ) — Balance as of end of period $ 8 $ 4 Inventory Inventory consisted of the following (in thousands): March 31, 2026 December 31, 2025 Raw materials $ 747 $ 726 Work in progress 1 — Finished goods 300 268 Total inventory 1,048 994 6 Table of Contents Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2026 December 31, 2025 Software licenses $ 126 $ 127 Equity offering costs 79 29 Insurance 55 47 Rent 32 32 Marketing programs and conferences 31 25 Professional services 15 14 Other — 23 Total prepaid expenses and other current assets $ 338 $ 297 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, 2026 December 31, 2025 Research and development equipment $ 1,291 $ 1,291 Office and computer equipment 84 84 Autos 54 54 Furniture and fixtures 47 47 Leasehold improvements 105 105 Total in service 1,581 1,581 Accumulated depreciation and amortization ( 1,202 ) ( 1,171 ) Property and equipment, net $ 379 $ 410 Accrued Expenses Accrued expenses consisted of the following (in thousands): March 31, 2026 December 31, 2025 Compensation and related benefits $ 428 $ 313 Legal and consulting professional services 124 66 Product warranty and other 21 4 Franchise tax 20 — Total accrued expenses $ 593 $ 383 Notes Payable We have financing arrangements related to the purchase of certain equipment. The notes payable for that certain equipment have a weighted average annual interest rate of 10.4 % with original terms of five years and are secured by the underlying equipment. 7 Table of Contents As of March 31, 2026, future principal payments were as follows (in thousands): 2026 $ 46 2027 68 2028 65 2029 12 Total principal payments 191 Less: current portion of notes payable ( 63 ) Notes payable, less current portion $ 128 NOTE 3: FAIR VALUE MEASUREMENTS The carrying amounts of our financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities. 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. NOTE 4: LEASES 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 March 31, 2026 2025 Operating lease cost $ 90 $ — Short-term lease cost (1) — 64 Variable lease cost (2) 13 — Total lease cost $ 103 $ 64 (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. As of March 31, 2026, the maturities under the operating lease liability were as follows (in thousands): 2026 $ 249 2027 338 2028 348 2029 359 2030 369 Thereafter 1,875 Total operating lease payments 3,538 Less: imputed interest ( 1,100 ) Total operating lease liability $ 2,438 NOTE 5: STOCK-BASED COMPENSATION In 2018, our stockholders approved the adoption of the SenesTech, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), which provides for the issuance of stock-based instruments, such as stock options or restricted stock units, to employees or consultants as deemed appropriate. The 2018 Plan has since been amended and restated on certain occasions, most recently 8 Table of Contents 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. Options granted generally vest ratably over a 12 - to 36 -month period coinciding with their respective service periods, with terms generally of ten years . Certain stock option awards provide for accelerated vesting upon a change in control. 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: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Three months ended March 31, 2026: Outstanding as of December 31, 2025 175,578 $ 20.75 8.8 Granted — — — Exercised — — — Forfeited — — — Expired ( 2 ) 4,104.00 — Outstanding as of March 31, 2026 175,576 (1) 20.70 8.6 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. 9 Table of Contents The stock-based compensation expense was recorded as follows (in thousands): Three Months Ended March 31, 2026 2025 Research and development $ 2 $ 3 Selling, general and administrative 21 88 Total stock-based compensation expense $ 23 $ 91 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 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. NOTE 6: STOCKHOLDERS’ EQUITY Activity in equity during the three month periods ended March 31, 2026 and 2025 was as follows (dollars in thousands): Common Stock Additional Paid-In Capital Accumulated Deficit Total Shares Amount 2026 Balances as of December 31, 2025 5,223,015 $ 5 $ 152,043 $ ( 142,480 ) $ 9,568 Stock-based compensation — — 23 — 23 Issuance of common stock, net of transaction costs 80,411 — 173 — 173 Net loss — — — ( 2,063 ) ( 2,063 ) Balances as of March 31, 2026 5,303,426 $ 5 $ 152,239 $ ( 144,543 ) $ 7,701 2025 Balances as of December 31, 2024 1,035,893 $ 1 $ 138,607 $ ( 136,097 ) $ 2,511 Stock-based compensation — — 91 — 91 Issuance of common stock, net of transaction costs 365,319 — 1,066 — 1,066 Issuance of common stock upon exercise of warrants, net of transaction costs 374,718 1 888 — 889 Net loss — — — ( 1,665 ) ( 1,665 ) Balances as of March 31, 2025 1,775,930 $ 2 $ 140,652 $ ( 137,762 ) $ 2,892 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 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. 10 Table of Contents NOTE 7: COMMON STOCK WARRANTS The following table presents the common stock warrant activity: Issue Date Warrant Type Term Date Exercise Price Balance December 31, 2025 Issued Exercised Expired Balance March 31, 2026 October 2020 Dealer Manager April 2026 $ 5,174.40 34 — — — 34 February 2021 Private Placement Agreement August 2026 $ 5,318.40 540 — — — 540 February 2021 Dealer Manager August 2026 $ 6,835.40 136 — — — 136 March 2021 Dealer Manager March 2026 $ 6,000.00 60 — — ( 60 ) — November 2022 Dealer Manager November 2027 $ 525.00 892 — — — 892 April 2023 Series C October 2028 $ 194.40 7,142 — — — 7,142 April 2023 Dealer Manager April 2028 $ 262.50 534 — — — 534 August 2023 Dealer Manager August 2028 $ 108.04 1,222 — — — 1,222 November 2023 Series D November 2028 $ 13.00 151,026 — — — 151,026 November 2023 Dealer Manager November 2028 $ 16.25 28,844 — — — 28,844 August 2024 Series F-1 August 2029 $ 4.35 319,434 — — — 319,434 August 2024 Series F-2 February 2026 $ 4.35 316,852 — — ( 316,852 ) — August 2024 Dealer Manager August 2029 $ 5.75 25,275 — — — 25,275 March 2025 Dealer Manager September 2026 $ 3.625 18,736 — — — 18,736 July 2025 Series H October 2026 $ 4.15 — — — — — July 2025 Dealer Manager October 2026 $ 3.781 72,944 — — — 72,944 August 2025 Series I November 2026 $ 5.25 2,188,308 — — — 2,188,308 August 2025 Dealer Manager November 2026 $ 5.4219 72,944 — — — 72,944 3,204,923 — — ( 316,912 ) 2,888,011 Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Outstanding as of December 31, 2025 3,204,923 $ 7.50 1.2 Issued — — — Exercised — — — Expired ( 316,912 ) 5.49 — Outstanding as of March 31, 2026 2,888,011 7.72 1.1 11 Table of Contents NOTE 8: LOSS PER SHARE Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, which includes any prefunded warrants and shares held in abeyance from date of issuance. Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus potentially dilutive securities outstanding during the period determined using the treasury stock method. Stock options and warrants are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share because their effect would be anti-dilutive given the net losses reported for all periods presented. Therefore, basic and diluted loss per share are the same for each period presented. The following shares were excluded from the calculation of diluted net loss per share: Three Months Ended March 31, 2026 2025 Common stock warrants — — Stock options — 2,359 — 2,359 NOTE 9: SEGMENT INFORMATION We operate in a single operating segment: the formulation, development, marketing and sale of fertility control products for use in managing pest populations. This single operating segment has been identified based on our internal management structure and reporting to our chief operating decision maker (“CODM”), our Chief Executive Officer. Our CODM evaluates segment performance based on the revenues, gross profit and operating loss of the segment and uses internal financial statements to make decisions regarding resource allocation. Revenues, gross profit and operating loss used by the CODM are presented on our accompanying statement of operations. The measure of segment assets is represented as total assets presented on our accompanying balance sheets. There are no intersegment revenues, as all transactions are conducted within one operating segment. We have not identified any reportable segments other than the single operating segment discussed. The percentage of revenue attributable to our customers that represented 10% or more of revenue in at least one of the periods presented, was as follows: Three Months Ended March 31, 2026 2025 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: March 31, 2026 December 31, 2025 Customer B 29 % 9 % Customer D 14 — Customer E 13 15 Customer F 1 14 12 Table of Contents NOTE 10: 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. 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. NOTE 11: CONTINGENCIES In December 2024, Liphatech Inc. (“Liphatech”) commenced an action against us in the United States District Court for the Eastern District of Wisconsin. The complaint 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. NOTE 12: SUBSEQUENT EVENTS 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. Fruendt. 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. 13 Table of Contents