snes-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2024

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.)

777 W. Pinnacle Peak Road, Suite B104
Phoenix, AZ						85027
(Address of principal executive offices)						(Zip Code)

(928) 779-4143

(Registrant’s telephone number, including area code)

23460 N 19th Ave., Suite 110, Phoenix, AZ 85027

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

SNES

The Nasdaq Stock Market LLC

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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
Emerging growth company	o

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of common stock outstanding as of November 8, 2024: 1,033,644

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SENESTECH, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS


	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations and Comprehensive Loss	2
	Condensed Statements of Cash Flows	3
	Notes to Condensed Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
	SIGNATURES	26

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SENESTECH, INC.

CONDENSED BALANCE SHEETS

(In thousands, except shares and per share data)


	September 30, 2024		December 31, 2023
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	2,518	$	5,395
Accounts receivable, net	214		95
Prepaid expenses and other current assets	360		388
Inventory, net	880		795
Total current assets	3,972		6,673
Right to use assets, operating leases	39		210
Property and equipment, net	380		388
Other noncurrent assets	58		22
Total assets	$	4,449	$	7,293
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	128	$	150
Accrued expenses	394		368
Current portion of operating lease liability	41		217
Current portion of notes payable	53		33
Deferred revenue	12		18
Total current liabilities	628		786

Notes payable, less current portion	170		156
Total liabilities	798		942
Commitments and contingencies (see notes)
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, 1,020,842 shares issued and 1,012,549 shares outstanding as of September 30, 2024 and 514,003 shares issued and outstanding as of December 31, 2023	1		1
Additional paid-in capital	138,492		136,263
Accumulated deficit	(134,842)		(129,913)
Total stockholders’ equity	3,651		6,351
Total liabilities and stockholders’ equity	$	4,449	$	7,293

See accompanying notes to condensed financial statements.

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SENESTECH, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except shares and per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues, net	$	482	$	360	$	1,356	$	898
Cost of sales	167		184		657		488
Gross profit	315		176		699		410
Operating expenses:
Research and development	451		379		1,288		1,147
Selling, general and administrative	1,411		1,748		4,403		5,259
Total operating expenses	1,862		2,127		5,691		6,406
Loss from operations	(1,547)		(1,951)		(4,992)		(5,996)
Other income (expense):
Interest income	11		4		48		19
Interest expense	(6)		—		(15)		—
Miscellaneous income	29		—		30		—
Other income, net	34		4		63		19
Net loss and comprehensive loss	$	(1,513)	$	(1,947)	$	(4,929)	$	(5,977)
Weighted average shares outstanding - basic and diluted	729,400		34,805		586,628		25,315
Net loss per share - basic and diluted	$	(2.07)	$	(55.93)	$	(8.40)	$	(236.10)

See accompanying notes to condensed financial statements.

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SENESTECH, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(4,929)	$	(5,977)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	115		104
Stock-based compensation	246		467
Bad debt expense	2		(4)


Gain on sale of property and equipment	(28)		—
Changes in operating assets and liabilities:
Accounts receivable	(121)		34

Prepaid expenses and other current assets	28		(7)
Inventory	(85)		150
Other assets	(41)		(3)
Accounts payable	(22)		(393)
Accrued expenses	26		111
Deferred revenue	(6)		(29)
Net cash used in operating activities	(4,815)		(5,547)

Cash flows from investing activities:
Purchase of property and equipment	(69)		(114)
Proceeds received from sale of property and equipment	28		—
Net cash used in investing activities	(41)		(114)

Cash flows from financing activities:
Proceeds from the exercise of warrants, net	1,983		—
Proceeds from issuances of common stock, net	—		2,998
Proceeds from issuance of notes payable	25		44
Repayments of notes payable	(29)		—

Payment of employee withholding taxes related to share based awards	—		(11)
Net cash provided by financing activities	1,979		3,031

Decrease in cash and cash equivalents	(2,877)		(2,630)
Cash and cash equivalents, beginning of period	5,395		4,775
Cash and cash equivalents, end of period	$	2,518	$	2,145

Supplemental cash flow information is as follows:
Interest paid	$	15	$	—
Income taxes paid	$	—	$	—
Non-cash investing and financing activities:

Note payable incurred for the purchase of certain equipment	38		10

See accompanying notes to condensed financial statements.

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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. On November 12, 2015, we subsequently reincorporated in the state of Delaware. Our corporate headquarters and manufacturing site are in Phoenix, Arizona. We have developed and are commercializing a global, proprietary technology for managing animal pest populations, initially rat and mouse populations, through fertility control. Our current products are known as ContraPest®, EvolveTM and Evolve Mouse.

Our initial product ContraPest is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide and triptolide. ContraPest limits reproduction of male and female rats beginning with the first breeding cycle following consumption. ContraPest is being marketed for use in controlling Norway and roof rat populations. In addition to the U.S. Environmental Protection Agency (“EPA”) registration of ContraPest, we must obtain registration from the various state regulatory agencies prior to selling in each state. To date, we have received registration for ContraPest in all 50 states and the District of Columbia (49 such states and the District of Columbia have approved the removal of the Restricted Use designation), as well as two major U.S. territories, Puerto Rico and The U.S. Virgin Islands.

In January 2024, we launched Evolve, which is a soft bait containing the active ingredient cottonseed oil. Evolve limits reproduction of male and female rats beginning with the first breeding cycle following consumption. Evolve is considered a minimum risk pesticide under the EPA Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b). We must obtain registration from the various state regulatory agencies that do not accept the federal exemption. To date, we are authorized to sell Evolve in 45 states, and two major U.S. territories, Puerto Rico and The U.S. Virgin Islands.

In May 2024, we launched our latest product Evolve Mouse, a modified version of our soft bait technology containing the active ingredient cottonseed oil. Evolve Mouse limits reproduction of male and female mice after one to two breeding cycles following consumption. Evolve Mouse is also considered a minimum risk pesticide under the EPA’s FIFRA, Section 25(b). We must obtain registration from the various state regulatory agencies that do not accept the federal exemption. To date, we are authorized to sell Evolve Mouse in 34 states, with an additional state authorized effective January 1, 2025.

Going Concern

Our condensed financial statements as of September 30, 2024 were prepared under the assumption that we would continue as a going concern. The reports of our independent registered public accounting firm that accompanies our financial statements for each of the years ended December 31, 2023 and December 31, 2022 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. Specifically, we have incurred operating losses since our inception, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. These prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition. If we encounter continued issues or delays in the commercialization of fertility control products, our expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern. There are no assurances that such financing, if necessary, will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through additional financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations.

Liquidity and Capital Resources

Since our inception, we have sustained significant operating losses in the course of our research and development and commercialization activities and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under a former license agreement. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock.

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We have also raised capital through debt financing, consisting primarily of convertible notes and government loan programs, and, to a lesser extent, payments received in connection with product sales, research grants and licensing fees.

As of September 30, 2024, we had an accumulated deficit of $134.8 million and cash and cash equivalents of $2.5 million.

Our ultimate 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) the 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) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs.

Based upon our current operating plan, we expect that cash and cash equivalents at September 30, 2024, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next four months.

While we have evaluated and continue to evaluate our operating expenses and concentrate our resources toward the successful commercialization of fertility control products in the United States, additional financing will be needed before achieving anticipated revenue targets and margin targets. If we are unable to raise 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 is 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.

Reverse Stock Split

On July 23, 2024, we amended our amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock. The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented. All issued and outstanding common stock, options and warrants exercisable for common stock and per share amounts contained in our financial statements have been retrospectively adjusted.

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 September 30, 2024, and our operating results and cash flows for the nine month periods ended September 30, 2024 and 2023. The accompanying financial information as of December 31, 2023 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, 2023, filed with the SEC on February 21, 2024.

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.

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.

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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 $58,000 and $57,000 for the three months ended September 30, 2024 and 2023, respectively, and $180,000 and $147,000 for the nine months ended September 30, 2024 and 2023, 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 $2.5 million and $5.4 million as of September 30, 2024 and December 31, 2023, respectively, included within cash and cash equivalents in the condensed balance sheets.

Accounts Receivable, Net

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


	September 30, 2024		December 31, 2023
Accounts receivable	$	218	$	99
Allowance for uncollectible accounts	(4)		(4)
Accounts receivable, net	$	214	$	95

The following was the activity in the allowance for uncollectible accounts (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Balance as of beginning of period	$	4	$	4	$	4	$	6
Increase in provision	—		2		—		2
Amounts written off, less recoveries	—		(4)		—		(6)
Balance as of end of period	$	4	$	2	$	4	$	2

Inventory, net

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


	September 30, 2024		December 31, 2023
Raw materials	$	765	$	747

Finished goods	115		53
Total inventory	880		800
Less: reserve for obsolescence	—		(5)
Inventory, net	$	880	$	795

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Balance as of beginning of period	$	—	$	18	$	5	$	18
Increase in reserve	—		—		—		—
Amounts relieved	—		—		(5)		—
Balance as of end of period	$	—	$	18	$	—	$	18

Prepaid Expenses and Other Current Assets

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


	September 30, 2024		December 31, 2023
Equity offering costs	$	132	$	—
Software licenses	82		152
Insurance	52		64
Professional services	30		30


Rent	29		11
Prepaid inventory	—		111

Other	35		20
Total prepaid expenses and other current assets	$	360	$	388

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Property and Equipment, Net

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


	September 30, 2024		December 31, 2023
Research and development equipment	$	1,801	$	1,763
Office and computer equipment	494		808
Autos	54		54
Furniture and fixtures	46		41
Leasehold improvements	152		141
Total in service	2,547		2,807
Accumulated depreciation and amortization	(2,201)		(2,419)
Total in service, net	346		388
Construction in progress	34		—
Property and equipment, net	$	380	$	388

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Compensation and related benefits	$	377	$	232
Legal and consulting professional services	14		121
Product warranty	3		15


Total accrued expenses	$	394	$	368

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 9.8% with a term of five years and are secured by the underlying equipment.

As of September 30, 2024, future principal payments were as follows (in thousands):


2024	$	13
2025	54
2026	60
2027	49
2028	44
Thereafter	3
Total principal payments	223
Less: current portion of notes payable	(53)
Notes payable, less current portion	$	170

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. Notes payable are recorded at amortized cost, which approximates fair value.

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NOTE 4: LEASES

In August, we entered into an operating lease for a new location for our corporate headquarters and manufacturing and research operations, which commences in April 2025, when we take physical possession, and expires in 2035. Our current operating lease for our corporate headquarters expires in 2024.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease cost	$	57	$	55	$	170	$	166

As of September 30, 2024, maturities of operating lease liabilities were as follows (in thousands):


2024	$	41





Total operating lease payments	41
Less: imputed interest	—
Total operating lease liabilities	$	41

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

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.

We have 60,008 shares of common stock available for issuance under the 2018 Plan, which reflects the increase to the total number of authorized shares of 200,000 shares approved by our stockholders on July 11, 2024.

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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 September 30, 2024:
Outstanding as of June 30, 2024	4,533		$	899.48	3.8
Granted	143,312		2.81		9.9


Expired	(9)		45,013.33		—
Outstanding as of September 30, 2024	147,836	(1)	27.56		9.7
Nine months ended September 30, 2024:
Outstanding as of December 31, 2023	3,643		1,197.00		4.0
Granted	144,204		2.83		9.9

Forfeited	(2)		1,965.36		3.0
Expired	(9)		45,013.33		—
Outstanding as of September 30, 2024	147,836	(1)	27.56		9.7
Exercisable as of September 30, 2024	6,274		557.32		5.8

(1) Includes options related to 823 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, 2024 was $2.73 per share based on the following assumptions used in the Black-Scholes option pricing model:


Expected volatility	128.0	%
Expected dividend yield	—
Expected term (in years)	10
Risk-free interest rate	3.83	%

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 for non-employees. 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,
	2024		2023		2024		2023
Research and development	$	5	$	3	$	13	$	12
Selling, general and administrative (1)	68		128		233		455
Total stock-based compensation expense	$	73	$	131	$	246	$	467

(1) Includes $44,000 and $100,000 related to stock issued in exchange for marketing services for the three and nine month periods ended September 30, 2023.

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.

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At September 30, 2024, the total compensation cost related to unvested options not yet recognized was $439,000, which will be recognized over a weighted average period of 2.0 years, assuming the employees and non-employees complete their service period required for vesting.

NOTE 6: STOCKHOLDERS’ EQUITY

Activity in equity during the nine month periods ended September 30, 2024 and 2023 was as follows (dollars in thousands):


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total

	Shares	Amount
2024
Balances as of December 31, 2023	514,003	$	1	$	136,263	$	(129,913)	$	6,351
Stock-based compensation	—	—		85		—		85
Issuance of common stock upon exercise of warrants	460	—		6		—		6


Net loss	—	—		—		(1,832)		(1,832)
Balances as of March 31, 2024	514,463	1		136,354		(131,745)		4,610
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	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
2023
Balances as of December 31, 2022	6,748	$	—	$	127,482	$	(122,203)	$	5,279
Stock-based compensation	—	—		166		—		166
Issuance of common stock upon exercise of warrants	10,250	—		—		—		—
Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes	111	—		(11)		—		(11)
Issuance of common stock for service	454	—		100		—		100
Net loss	—	—		—		(2,037)		(2,037)
Balances as of March 31, 2023	17,563	—		127,737		(124,240)		3,497
Stock-based compensation	—	—		113		—		113
Issuance of common stock, net of issuance costs	7,143	—		1,210		—		1,210

Net loss	—	—

SEC Form 10-Q filed by SenesTech Inc.