snes-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-37941

SENESTECH, INC.

(Exact name of registrant as specified in its charter)


Delaware						20-2079805
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

23460 N. 19th Ave, Suite 110 Phoenix, AZ						85027
(Address of principal executive offices)						(Zip Code)

(928) 779-4143

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on
which registered

Common Stock, $0.001 par value

SNES

The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated
filer

Accelerated
filer

Non-accelerated filer

Smaller reporting
company

Emerging growth
company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1b. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) as reported by the Nasdaq Capital Market on such date was approximately $3,320,000. There were 247,040 shares of the registrant’s common stock outstanding on June 30, 2023.

As of February 20, 2024, there were 5,144,632 shares of common stock outstanding.


	PART III
Item 10	Directors, Executive Officers and Corporate Governance	4
Item 11	Executive Compensation	7
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
Item 13	Certain Relationships and Related Transactions, and Director Independence	13
Item 14	Principal Accounting Fees and Services	14
	PART IV
Item 15	Exhibits, Financial Statement Schedules	15
	SIGNATURES	19


Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		All Other Compensation ($)		Total ($)
Joel L. Fruendt(2) (3)	2023	$	340,000	$	—	$	—	$	—	$	3,044	$	343,044
President and Chief Executive Officer	2022	43,808		20,000		50,945		124,538		—		239,291
Thomas C. Chesterman(3)	2023	250,000		—		—		—		11,431		261,431
Executive Vice President, Chief Financial Officer, Treasurer and Secretary	2022	250,000		—		—		87,192		11,431		348,623
Nicole C. Williams	2023	72,310		—		—		—		111,722		184,032
Former Chief Revenue Officer(4)	2022	185,417		75,000		—		72,822		—		333,239


	Option Awards							Stock Awards
	Date of Grant	Number of securities underlying outstanding options (#)			Option exercise price ($)(1)		Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)
Name		Exercisable	Unexercisable
Joel L. Fruendt	12/14/2022	1,986	3,972	(2)	$	31.92	12/14/2027	—	$	—





Thomas C. Chesterman	12/1/2015	25	—		2,400.00		12/01/2025	—	—
	9/20/2019	10	—		4,800.00		9/20/2024	—	—
	7/31/2020	104	—	(3)	432.00		7/31/2025	—	—
	02/17/2022	153	97	(2)	196.54		02/17/2027	—	—
	12/14/2022	965	1,930	(2)	31.92		12/14/2027	—	—
Nicole C. Williams(4)	—	—	—		—		—	—	—


Name	Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)		All Other Compensation ($)			Total ($)
Jamie Bechtel, JD, Ph.D(3)	$	59,500	$	55,000	$	4,200	(3)	$	118,700
Delphine François Chiavarini	32,000		33,000		—			65,000
Marc Dumont(4)	11,000		—		—			11,000
Phil N. Grandinetti III(5)	—		60,000		—			60,000
Jake S. Leach(5)	—		51,000		—			51,000
Matthew K. Szot	54,500		49,000		—			103,500


	Cash		Equity
Retainer for service on the board	$	17,000	$	25,000
Additional retainer for service on the board – Chair	20,000		20,000
Additional retainer for service on the board – Vice Chair(1)	15,000		20,000
Incremental retainers for chair of committees:
Audit	15,000		10,000
Compensation	15,000		10,000
Nominating and Corporate Governance	15,000		10,000



Incremental retainers for members of committees:
Audit	5,000		4,000
Compensation	5,000		4,000
Nominating and Corporate Governance	5,000		4,000


	Cash
Retainer for service on the board	$	27,000
Additional retainer for service on the board – Chair	40,000
Incremental retainers for chair of committees:
Audit	15,000
Compensation	15,000
Nominating and Corporate Governance	15,000
Incremental retainers for members of committees:
Audit	5,000
Compensation	5,000
Nominating and Corporate Governance	5,000


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted- average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	7,804,193	$	3.47	42,008
Equity compensation plans not approved by security holders	8,249	31.92		—
Total	7,812,442	3.50		42,008


Name of Beneficial Owner	Number of Shares Beneficially Held		Number of Shares Issuable Upon Exercise of Warrants and Options Exercisable or Vested as of April 26, 2024		Total Shares Beneficially Owned
					Shares	Percent
Directors and Named Executive Officers:
Joel L. Fruendt	1,103		2,979		4,082	*
Thomas C. Chesterman	3		1,781		1,784	*
Nicole C. Williams (1)	—		—		—	—
Jamie Bechtel, JD, Ph.D.	12		4,151		4,163	*
Delphine François Chiavarini	6		2,510		2,516	*
Phil N. Grandinetti III	—		4,538		4,538	*
Jake S. Leach	624		3,806		4,430	*
Matthew K. Szot	20		3,746		3,766	*
All current executive officers and directors as a group (7 persons)	1,769		23,511		25,280	*
5% Owners:
Lind Global Fund II LP	—	(2)	571,308	(3)	571,308	9.99%


	Years Ended December 31,
	2023		2022
Audit fees(1)	$	61,900	$	58,500
Audit-related fees(2)	22,250		6,608
Tax fees	—		—
All other fees	—		—
Total fees	$	84,150	$	65,108


Exhibit Number						Description
(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. 001-37941)).
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. 001-37941)).
3.1(c)*						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)).
3.2*						Amended and Restated Bylaws (Form S- 1 filed September 21, 2016, Exhibit 3.5 (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. 001-37941)).
(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. 001-37941)).
4.16*						Form of New Warrant (Form 8-K filed October 27, 2020, Exhibit 4.1 (File no. 001-37941)).


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


Exhibit Number						Description
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. 001-37941)).
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. 333-267991)).
4.25*						Form of Placement Agent Warrant (Form S-1/A filed November 15, 2022, Exhibit 4.24 (File no. 333-267991)).
4.26*						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. 333-269686)).
4.27*						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. 001-37941)).
4.29*						Form of Series Placement Agent Warrant (Form 8-K filed April 12, 2023, Exhibit 4.29 (File no. 001-37941)).
4.30*						Form of New Warrants (Form 8-K filed August 22, 2023, Exhibit 4.33 (File no. 001-37941)).
4.31*						Form of Series D Warrant (Form 8-K filed November 29, 2023, Exhibit 4.34 (File no. 001-37941)).
4.32*						Form of Series E Warrant (Form 8-K filed November 29, 2023, Exhibit 4.35 (File no. 001-37941)).
4.33*						Form of Pre-Funded Warrant (Form 8-K filed November 29, 2023, Exhibit 4.36 (File no. 001-37941)).
4.34*						Form of Placement Agent Warrant (Form 8-K filed November 29, 2023, Exhibit 4.37 (File no. 001-37941)).
(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)). +
10.4*						Promissory Note, dated April 15, 2020, by and between the Company and BMO Harris Bank National Association (Form 8-K filed April 21, 2020, Exhibit 10.1 (File no. 001-37941)).
10.5*						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)).+
10.6*						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)).
10.7*						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. 001-37941)).
10.8*						Form of Securities Purchase Agreement (Form 8-K filed July 17, 2019, Exhibit 10.1 (File no. 001-37941)).
10.9*						Form of Securities Purchase Agreement (Form 8-K filed January 28, 2020, Exhibit 10.1 (File no. 001-37941)).
10.10*						Form of Securities Purchase Agreement (Form 8-K filed March 6, 2020, Exhibit 10.1 (File no. 001-37941)).
10.11*						Form of Securities Purchase Agreement (Form S-1/A filed February 13, 2020, Exhibit 10.19 (File no. 333-236302)).
10.12*						Form of Securities Purchase Agreement (Form 8-K filed April 21, 2020, Exhibit 10.1 (File no. 001-37941)).


Exhibit Number						Description
10.13*						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. 001-37941)).
10.14*						Form of Securities Purchase Agreement, dated as of January 27, 2021 (Form 8-K filed February 2, 2021, Exhibit 10.1 (File no. 001-37941)).
10.15*						Form of Registration Rights Agreement, dated as of January 27, 2021 (Form 8-K filed February 2, 2021, Exhibit 10.2 (File no. 001-37941)).
10.16*						Form of Securities Purchase Agreement (Form S-1 filed November 15, 2022, Exhibit 10.18 (File no. 333-267991)).
10.17*						SenesTech, Inc. 2018 Equity Incentive Plan, as amended (Form 8-K filed October 14, 2022, Exhibit 10.23 (File no. 001-37941)). +
10.17(a)*						Form of SenesTech, Inc. Stock Option Grant Notice and Option Agreement (Form 8-K filed October 14, 2022, Exhibit 10.23A (File no. 001-37941)).
10.17(b)*						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. 001-37941)).
10.18*						Form of Securities Purchase Agreement (Form 8-K filed March 19, 2021, Exhibit 10.1 (File no. 001-37941)).
10.19*						Employment Offer Letter by and between the Registrant and Nicole Williams dated May 1, 2021 (Form 8-K filed January 5, 2022, Exhibit 10.1 (File no.001-37941)). +
10.20*						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. 001-37941)). +
10.21*						Separation Agreement, by and between SenesTech, Inc. and Kenneth Siegel, dated December 29, 2022 (Form 8-K filed January 5, 2023, Exhibit 10.25 (File no. 001-37941)).
10.22*						Form of Securities Purchase Agreement (Form 8-K filed April 12, 2023, Exhibit 10.26 (File no. 001-37941)).
10.23*						Separation Agreement between SenesTech, Inc. and Nicole Williams dated April 21, 2023 (Form 8-K filed April 24, 2023, Exhibit 10.27 (File no. 001-37941)).
10.24*						SenesTech, Inc. 2018 Equity Incentive Plan, as amended (Form 8-K filed June 27, 2023, Exhibit 10.28 (File no. 001-37941)).
10.25*						Form of Inducement Letter (Form 8-K filed August 22, 2023, Exhibit 10.29 (File no. 001-37941)).
10.26*						Form of Securities Purchase Agreement between SenesTech, Inc. and the Purchasers named therein dated November 27, 2023 (Form 8-K filed November 29, 2023, Exhibit 10.28 (File no. 001-37941)).
(21)
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**						C ertification of Chief Executive Officer.
31.2**						C ertification of Chief Financial Officer.
31.3						Certification of Chief Executive Officer.
31.4						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.
(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.


	SENESTECH, INC.

Date: April 29, 2024	By:	/s/ Joel Fruendt
		Joel Fruendt
		President and Chief Executive Officer

Date: April 29, 2024	By:	/s/ Thomas C. Chesterman
		Thomas C. Chesterman
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary

SEC Form 10-K/A filed by SenesTech Inc. (Amendment)