snes-20250424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

SCHEDULE 14A

(Rule 14a 101)

_________________

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULED 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. __)


Filed by the Registrant						☒
Filed by a Party other than the Registrant						☐

Check the appropriate box:


☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to §240.14a-12

SenesTech, Inc.

(Name of Registrant as Specified in its Charter)

_______________________________________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11.

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SENESTECH, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 9, 2025

Dear Stockholder:

The Annual Meeting of Stockholders (the “Annual Meeting”) of SenesTech, Inc., a Delaware corporation, will be held on Monday, June 9, 2025 at 12:00 p.m., Mountain Standard Time, at 13430 North Dysart Road, Suite 105, Surprise, Arizona 85379. Additional information regarding attending the Annual Meeting, voting your shares and submitting questions can be found in the Proxy Statement.

The Annual Meeting will be held for the following purposes:

1.To elect Joel L. Fruendt and Matthew K. Szot as Class III directors, each to serve for a three-year term until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

2.To provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2024 (“say-on-pay”);

3.To approve an amendment to our 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares of common stock available for issuance under the 2018 Plan by 900,000 shares (the “2018 Plan Amendment”);

4.To ratify the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

5.To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock underlying certain warrants issued by us pursuant to those certain Inducement Letters, dated as of March 9, 2025, by and among us and the investors named on the signatory pages thereto, and the Engagement Letter, by and between us and H.C. Wainwright & Co, LLC, dated as of February 26, 2025, in an amount equal to or in excess of 20% of our common stock outstanding immediately prior to the issuance of such warrants (the “Issuance Proposal”);

6.To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of the outstanding shares of our common stock if necessary to remain listed on Nasdaq, by a ratio of not less than 1-for-2 shares and not more than 1-for-12 shares, with the exact ratio to be set at a whole number within this range by our board of directors in its sole discretion (the “Reverse Stock Split Proposal”);

7.To approve an adjournment of the Annual Meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Issuance Proposal and the Reverse Stock Split Proposal (the “Adjournment Proposal”); and

8.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.

Our board of directors has fixed the close of business on April 10, 2025 as the record date for the determination of stockholders entitled to vote at this meeting. Only stockholders of record at the close of business on April 10, 2025 are entitled to receive notice of, and to vote at, the meeting and any adjournment thereof.

It is important that your shares be represented and voted, regardless of whether you plan to attend the Annual Meeting. You may vote in advance of the Annual Meeting on the Internet, by telephone or by completing and mailing a proxy or voting card. Voting in advance by Internet, telephone or mail will ensure your shares are represented at the Annual Meeting. If you attend the meeting, you may choose to revoke your proxy and vote in person.

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We are furnishing proxy materials to our stockholders through the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many of our stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of this Notice of Annual Meeting of Stockholders, the Proxy Statement, our proxy card, and our Annual Report on Form 10-K, for the fiscal year ended December 31, 2024. We believe this process gives us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. If requested, stockholders will receive a paper copy of the proxy materials by mail.

On behalf of management and our board of directors, we thank you for your continued support and interest in SenesTech, Inc.


						Sincerely,
						/s/ Joel L. Fruendt
						Joel L. Fruendt
						President and Chief Executive Officer

Surprise, Arizona

April 28, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 9, 2025: The proxy statement and annual report to stockholders are available at http://senestech.investorroom.com/.

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TABLE OF CONTENTS


PROCEDURAL MATTERS			1
PROPOSAL ONE — ELECTION OF DIRECTORS			6
CORPORATE GOVERNANCE			9
DIRECTOR COMPENSATION			13
EXECUTIVE COMPENSATION			15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			22
PROPOSAL TWO — ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)			23
PROPOSAL THREE — APPROVAL OF AN AMENDMENT TO OUR 2018 EQUITY INCENTIVE PLAN			25
PROPOSAL FOUR — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30
AUDIT COMMITTEE REPORT			32
PROPOSAL FIVE—APPROVAL OF THE ISSUANCE PROPOSAL			33
PROPOSAL SIX—APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL			37
PROPOSAL SEVEN—APPROVAL OF THE ADJOURNMENT PROPOSAL			45
OTHER MATTERS			46
ANNEX A			A-1

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SENESTECH, INC.

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

General

The enclosed proxy is being solicited by the board of directors for use at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Monday, June 9, 2025 at 12:00 p.m., Mountain Standard Time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders.

This year’s Annual Meeting will be held at 13430 North Dysart Road, Suite 105, Surprise, Arizona 85379, and the telephone number of the principal executive office is (928) 779-4143. As used in this proxy statement, “we,” “us,” “our” and “our company” refer to SenesTech, Inc., a Delaware corporation.

On or about April 29, 2025, we are mailing stockholders entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this proxy statement. The Notice contains instructions on how to access those documents over the Internet, which are available at http://senestech.investorroom.com/. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement and a form of proxy card or voting instruction card.

We were incorporated under Delaware law, which specifically permits electronically transmitted proxies, provided that the transmission set forth or be submitted with information from which it can reasonably be determined that the transmission was authorized by the stockholder. The electronic voting procedures provided for the Annual Meeting are designed to authenticate each stockholder by use of a control number to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

Record Date and Outstanding Shares

Only stockholders of record at the close of business on April 10, 2025 (the “record date”) are entitled to receive notice of and to vote at the Annual Meeting. Our only outstanding voting securities are shares of common stock, $0.001 par value. As of the record date, 1,775,930 shares of our common stock were issued and outstanding, which shares of common stock are held by approximately 685 stockholders of record.

Can I Submit Questions During the Annual Meeting?

Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those relating to employment, products or services or suggestions for product innovations may not be considered pertinent to meeting matters and therefore may not be answered.

How Do I Vote?

Whether you plan to attend the Annual Meeting or not, we urge you to submit your voting instructions by proxy. Voting by proxy will not affect your right to attend the Annual Meeting. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the board of directors’ recommendations as noted below. If you neither submit by proxy nor vote your shares during the Annual Meeting, your shares will not be voted if you are a registered stockholder. If your shares are held in street name, your broker, bank or other holder of record may vote your shares on certain “routine” matters. See “Quorum; Abstentions; Broker Non-Votes; Results” below for more information.

If your shares are registered directly in your name through our stock transfer agent, Transfer Online, or you have stock certificates registered in your name, you may vote:

•By the Internet or by telephone. Follow the instructions included in the proxy card to submit your voting instructions over the Internet or by telephone.

•By mail. If you received a proxy card by mail, you can have your shares voted by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the board of directors’ recommendations as noted below.

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•During the Annual Meeting. You may present your completed, signed and dated proxy card in person at the Annual Meeting to the Inspector General. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the board of directors’ recommendations as noted below.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on June 8, 2025.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers.

Revocability of Proxies

If you give us your proxy, you may change or revoke it at any time before the Annual Meeting. You may change or revoke your proxy in any one of the following ways:

•if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;

•by submitting your proxy by the Internet or by telephone as instructed above; or

•by notifying the Secretary of our company in writing before the Annual Meeting that you have revoked your proxy.

Solicitation

We have retained Alliance Advisors, LLC (“Alliance”) to act as a proxy solicitor for the Annual Meeting. We have agreed to pay Alliance $11,500, plus reasonable out-of-pocket expenses, for proxy solicitation services and, if needed, additional fees for telephone solicitation. All related costs will be borne by us. We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. Proxies may also be solicited by certain of our directors, officers or administrative employees without the payment of any additional consideration. Solicitation of proxies may be made by mail, by telephone, by email, in person or otherwise.

Stockholders of Record and “Street Name” Holders

Where shares are registered directly in the holder’s name, that holder is the stockholder of record with respect to those shares. If shares are held by an intermediary, meaning in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered the stockholder of record as to those shares. Those shares are said to be held in “street name” on behalf of the beneficial owner of the shares. Street-name holders generally cannot directly vote their shares and must instead instruct the broker or other nominee how to vote their shares using the voting instruction form provided by that broker or other nominee. Many brokers also offer the option of giving voting instructions over the internet or by telephone. Instructions for giving your vote as a street-name holder are provided on your voting instruction form.

Quorum; Abstentions; Broker Non-Votes; Results

At the Annual Meeting, an inspector of elections will determine the presence of a quorum and tabulate the results of the voting by stockholders. A quorum exists when holders of one-third (1/3) of the stock issued and outstanding and entitled to vote are present in person or represented by proxy. A quorum is necessary for the transaction of business at the Annual Meeting.

Broker non-votes can occur as to shares held in street name. Under the current rules that govern brokers and other nominee holders of record, if a street-name holder does not give instructions to its broker or other nominee, such broker or other nominee will be able to vote such shares only with respect to proposals for which the broker or other nominee has discretionary voting authority, i.e., “routine” matters under The Nasdaq Stock Market LLC, or Nasdaq, rules. A “broker non-vote” occurs when a broker or other nominee submits a proxy for the Annual Meeting but does not vote on a particular proposal because such broker or other nominee either does not exercise its discretionary voting authority or does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

The “routine” proposals you are being asked to vote on at the Annual Meeting are the ratification of the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal Four), the Reverse Stock Split Proposal (Proposal Six) and the Adjournment Proposal (Proposal Seven). The

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other proposals concerning the election of directors (Proposal One), say-on-pay (Proposal Two), the 2018 Plan Amendment (Proposal Three) and the Issuance Proposal (Proposal Five), are considered “non-routine” matters, which means that your bank or broker will not be permitted to vote your shares on such proposals at the Annual Meeting unless you provide proper voting instructions. Accordingly, stockholders are urged to give their bank or broker instructions on voting their shares on all matters.

Abstentions and broker non-votes are treated as shares present for the purpose of determining whether there is a quorum for the transaction of business at the Annual Meeting.

We intend to publish final voting results of the Annual Meeting in a Current Report on Form 8-K, which we expect will be filed within four business days of the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish results as to matters for which we have final votes and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Required Votes and Voting

Each holder of common stock is entitled to one vote for each share held. Assuming that a quorum is present at the Annual Meeting, the following votes will be required:

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Proposal

Voting Options

Vote Required to
Adopt the Proposal

Effect of
Abstentions

Effect of Broker
Non-Votes

1.Election of directors

For or withhold on each nominee.

Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election. The nominees for election to the board of directors who receive the greatest number of votes cast “FOR” the election of the directors by the shares present, in person or by proxy, will be elected to the board of directors.

No effect.

2.Non-binding advisory vote on the compensation of our named executive officers for fiscal 2024 (“say-on-pay”)

For, against, or abstain.

The advisory vote on the compensation of our named executive officers is non-binding, but our board of directors will consider the input of stockholders based on a majority of votes cast for the say-on-pay proposal.

Against.

No effect.

3.Approval of an amendment to our 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares of common stock available for issuance under the 2018 Plan by 900,000 shares (the “2018 Plan Amendment”)

For, against, or abstain.

SEC Form DEF 14A filed by SenesTech Inc.