snes-20250930

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, 2025

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.)

13430 North Dysart Road, Suite 105
Surprise, AZ						85379
(Address of principal executive offices)						(Zip Code)

(928) 779-4143

(Registrant’s telephone number, including area code)

N/A

(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 7, 2025: 5,223,015

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SENESTECH, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

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	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
	SIGNATURES	28

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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, 2025		December 31, 2024
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	7,278	$	1,307
Short-term investments	2,970		—
Accounts receivable, net	454		335
Inventory, net	767		794
Prepaid expenses and other current assets	313		377
Total current assets	11,782		2,813
Right to use asset, operating lease	2,377		—
Property and equipment, net	429		407
Other noncurrent assets	36		58
Total assets	$	14,624	$	3,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	238	$	215
Accrued expenses	333		278
Current portion of operating lease liability	95		—
Current portion of notes payable	60		56
Deferred revenue	22		12
Total current liabilities	748		561
Operating lease liability, less current portion	2,368		—
Notes payable, less current portion	160		206
Total liabilities	3,276		767
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, 5,223,015 and 1,035,893 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	5		1
Additional paid-in capital	152,019		138,607
Accumulated deficit	(140,676)		(136,097)
Total stockholders’ equity	11,348		2,511
Total liabilities and stockholders’ equity	$	14,624	$	3,278

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,
	2025		2024		2025		2024
Revenues, net	$	690	$	482	$	1,800	$	1,356
Cost of sales	257		167		645		657
Gross profit	433		315		1,155		699
Operating expenses:
Research and development	400		451		1,245		1,288
Selling, general and administrative	1,380		1,411		4,534		4,403
Total operating expenses	1,780		1,862		5,779		5,691
Loss from operations	(1,347)		(1,547)		(4,624)		(4,992)
Other income (expense):
Interest income	55		11		62		48
Interest expense	(6)		(6)		(17)		(15)
Miscellaneous income	—		29		—		30
Other income, net	49		34		45		63
Net loss and comprehensive loss	$	(1,298)	$	(1,513)	$	(4,579)	$	(4,929)
Weighted average shares outstanding - basic and diluted	4,668,009		729,400		2,619,841		586,628
Net loss per share - basic and diluted	$	(0.28)	$	(2.07)	$	(1.75)	$	(8.40)

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,
	2025		2024
Cash flows from operating activities:
Net loss	$	(4,579)	$	(4,929)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	103		115
Stock-based compensation	228		246
Operating lease	87		(5)
Bad debt expense	6		2
Accretion of interest on held-to-maturity investments	(6)		—
Gain on sale of property and equipment	—		(28)
Changes in operating assets and liabilities:
Accounts receivable	(125)		(121)
Prepaid expenses and other current assets	64		28
Inventory	27		(85)
Other assets	22		(36)
Accounts payable	22		(22)
Accrued expenses	55		26
Deferred revenue	10		(6)
Net cash used in operating activities	(4,086)		(4,815)

Cash flows from investing activities:
Purchase of held-to-maturity investments	(2,964)		—
Purchase of property and equipment	(125)		(69)
Proceeds received from sale of property and equipment	—		28
Net cash used in investing activities	(3,089)		(41)

Cash flows from financing activities:
Proceeds from the exercise of warrants, net	10,482		1,983
Proceeds from issuances of common stock, net	2,706		—
Proceeds from issuance of notes payable	—		25
Repayments of notes payable	(42)		(29)


Net cash provided by financing activities	13,146		1,979

Increase (decrease) in cash and cash equivalents	5,971		(2,877)
Cash and cash equivalents, beginning of period	1,307		5,395
Cash and cash equivalents, end of period	$	7,278	$	2,518

Supplemental cash flow information is as follows:
Interest paid	$	17	$	15
Income taxes paid	$	—	$	—
Non-cash investing and financing activities:
Operating lease entered into for right-to-use asset	$	2,439	$	—
Note payable incurred for the purchase of certain equipment	—		38

See accompanying notes to condensed financial statements.

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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 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.

To date, ContraPest is registered in all 50 states and the District of Columbia (49 states and the District of Columbia have approved the restricted use pesticide designation) and two major U.S. 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 generating continued consumption, the use of Evolve Rat can lead to a sustained reduction of the rat population.

Evolve Rat meets the U.S. Environmental Protection Agency’s (“EPA’s”) minimum risk pesticide conditions under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b). Due to its classification, Evolve Rat is exempt from federal registration because it poses little to no risk to human health and the environment. Evolve Rat may also be used in agricultural application, as it is made from food ingredients with tolerance exemptions for both food and nonfood applications. To date, we are authorized to sell Evolve Rat in 48 states and territories.

In May 2024, we launched Evolve Mouse, our latest expansion of the Evolve product line. Evolve Mouse is a variation of our soft bait formulation and contains the same active ingredient, cottonseed oil, in a different concentration. Evolve Mouse limits reproduction of male and female mice and is also considered a minimum risk pesticide under the EPA’s FIFRA, Section 25(b). To date, we are authorized to sell Evolve Mouse in 37 states and territories.

We are continuously enhancing ContraPest and Evolve to align with the unique needs and environments of our customers in our target verticals, while simultaneously pursuing regulatory approvals and amendments to our existing U.S. registrations to broaden its use and marketability. When regulatory and financial conditions permit, we will seek regulatory approval for additional jurisdictions beyond the United States.

Going Concern Substantial Doubt Alleviated

Our condensed financial statements as of September 30, 2025 were prepared under the assumption that we would continue as a going concern. The reports of our independent registered public accounting firm that accompany our financial statements for each of the years ended December 31, 2024 and December 31, 2023 contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time.

In connection with the preparation of its condensed financial statements for the three and nine month periods ended September 30, 2025, the Company’s management evaluated the Company’s ability to continue as a going concern in accordance with the ASU 2014-15, Presentation of Financial Statements–Going Concern (Subtopic 205-40), which requires an assessment of relevant conditions or events, considered in the aggregate, that are known or reasonably knowable by management on the issuance dates of the financial statements, which indicated the probable likelihood that the

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Company will be able to meet its obligations as they become due within one year after the issuance date of the financial statements.

As part of its evaluation, management assessed known events, trends, commitments, and uncertainties, including proceeds from our recent financings. During 2025, the Company has completed financing transactions generating net proceeds of $13.2 million from the sale of common stock, including the exercise of outstanding warrants. The proceeds are available for operating expenses, including selling, general and administration expenses, as well as the cost of research and development. Based on its evaluation, coupled with the 2025 financing transactions, management believes it has mitigated the circumstance that led to a doubt with respect to the Company’s ability to continue as a going concern, which existed at the time of the filing of the Company’s prior annual report. The Company’s cash, cash equivalents and short-term investments of $10.2 million as of September 30, 2025 will enable it to meet its obligations for the next 12 months and the foreseeable future.

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

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.

Based upon our current operating plan, we expect that cash and cash equivalents and short-term investments at September 30, 2025, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for the next 12 months and the foreseeable future. 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 September 30, 2025, and our operating results and cash flows for the nine month periods ended September 30, 2025 and 2024. The accompanying financial information as of December 31, 2024 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, 2024, filed with the SEC on March 13, 2025.

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.

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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 $55,000 and $58,000 for the three months ended September 30, 2025 and 2024, respectively, and $112,000 and $180,000 for the nine months ended September 30, 2025 and 2024, respectively.

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.

Reclassification

To conform with the 2025 presentation, we have reclassified the non-cash operating lease expense of $5,000 from the change in other assets in the condensed statement of cash flows for the nine months ended September 30, 2024. This reclassification had no impact on our condensed statement of operations and comprehensive loss for the nine months ended September 30, 2024.

NOTE 2: BALANCE SHEET COMPONENTS

Cash and Cash Equivalents

Highly liquid investments with maturities of 90 days or less as of the date of acquisition are classified as cash equivalents, of which we had $7.3 million and $1.3 million as of September 30, 2025 and December 31, 2024, respectively, included within cash and cash equivalents in the condensed balance sheets. Cash equivalents as of September 30, 2025 include $5.0 million in United States Treasury securities (“U.S. Treasuries”) with maturities under 90 days.

Short-term Investments

As of September 30, 2025, we held investments totaling $3.0 million 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 balance sheet.

Accounts Receivable, Net

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


	September 30, 2025		December 31, 2024
Accounts receivable	$	464	$	339
Allowance for uncollectible accounts	(10)		(4)
Accounts receivable, net	$	454	$	335

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance as of beginning of period	$	10	$	4	$	4	$	4
Increase in provision	—		(2)		6		2
Amounts written off, less recoveries	—		2		—		(2)
Balance as of end of period	$	10	$	4	$	10	$	4

Inventory, net

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


	September 30, 2025		December 31, 2024
Raw materials	$	643	$	719
Work in progress	5		1
Finished goods	119		74
Total inventory	767		794
Less: reserve for obsolescence	—		—
Inventory, net	$	767	$	794

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance as of beginning of period	$	—	$	—	$	—	$	5
Increase in reserve	—		—		—		—
Amounts relieved	—		—		—		(5)
Balance as of end of period	$	—	$	—	$	—	$	—

Prepaid Expenses and Other Current Assets

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


	September 30, 2025		December 31, 2024
Software licenses	$	78	$	112
Professional services	58		18


Inventory	58		—
Insurance	47		27
Equity offering costs	34		146
Rent	12		38
Marketing programs and conferences	8		21
Other	18		15
Total prepaid expenses and other current assets	$	313	$	377

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Property and Equipment, Net

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


	September 30, 2025		December 31, 2024
Research and development equipment	$	1,908	$	1,826
Office and computer equipment	494		494
Autos	54		54
Furniture and fixtures	46		46
Leasehold improvements	272		157
Total in service	2,774		2,577
Accumulated depreciation and amortization	(2,345)		(2,242)
Total in service, net	429		335
Construction in progress	—		72
Property and equipment, net	$	429	$	407

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Compensation and related benefits	$	238	$	244
Legal and consulting professional services	81		30
Product warranty and other	14		4


Total accrued expenses	$	333	$	278

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.

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


2025	$	14
2026	61
2027	68
2028	65
2029	12
Thereafter	—
Total principal payments	220
Less: current portion of notes payable	(60)
Notes payable, less current portion	$	160

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

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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

In April 2025, we relocated our corporate headquarters and manufacturing and research operations into a new facility under an operating lease that extends through 2035. The operating lease for our previous location expired in May 2025.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating lease cost	$	90	$	57	$	160	$	170
Short-term lease cost (1)	—		—		116		—
Variable lease cost (2)	11		11		22		34
Total lease cost	$	101	$	68	$	298	$	204

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


2025	$	42
2026	331
2027	338
2028	348
2029	358
Thereafter	2,245
Total operating lease payments	3,662
Less: imputed interest	(1,199)
Total operating lease liability	$	2,463

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. As of September 30, 2025, we have 32,241 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.

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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, 2025:
Outstanding as of June 30, 2025:	175,662		$	23.14	9.1
Granted	—		—		—
Exercised	—		—		—
Forfeited	—		—		—
Expired	(59)		4,658.85		—
Outstanding as of September 30, 2025	175,603	(1)	21.58		8.8
Nine months ended September 30, 2025:
Outstanding as of December 31, 2024	147,616		27.13		9.5
Granted	28,057		3.09		9.5
Exercised	—		—		—
Forfeited	(11)		2,497.70		—
Expired	(59)		4,658.85		—
Outstanding as of September 30, 2025	175,603	(1)	21.58		8.8
Exercisable as of September 30, 2025	107,388		33.24		8.7

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

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


Expected volatility	162	%
Expected dividend yield	—	%
Expected term (in years)	10
Risk-free interest rate	4.67	%

The expected volatility assumption is based on the calculated volatility of our common stock at the date of grant based on historical prices over the most recent period commensurate with the term of the award. The expected dividend yield assumption is based on our history and expected dividend payouts: we have not, and do not expect to, pay dividends. The expected term assumption is the contractual term of the options. The risk-free interest rate assumption is determined using the U.S. treasury yields for bonds with a maturity commensurate with the term of the award.

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

SEC Form 10-Q filed by SenesTech Inc.