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 ~~June~~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 ~~August~~November 57, 2025: 5,223,015

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SENESTECH, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~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	2627
Item 1A.	Risk Factors	2627
Item 5.	Other Information	2627
Item 6.	Exhibits	2627
	SIGNATURES	2728

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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)

	June 30,2025		December 31, 2024
	September 30,2025		December 31, 2024
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	67,~~055~~278	$	1,307
Accounts receivable, net	470		335
Short-term investments	2,970		—
Inventory, net	711		794
Accounts receivable, net	454		335
Prepaid expenses and other current assets	238		377
Inventory, net	767		794
Total current assets	7,474		2,813
Prepaid expenses and other current assets	313		377
Right to use asset, operating lease	2,417		—
Total current assets	11,782		2,813
Property and equipment, net	416		407
Right to use asset, operating lease	2,377		—
Other noncurrent assets	58		58
Property and equipment, net	429		407
Total assets	$	10,365	$	3,278
Other noncurrent assets	36		58
Total assets	$	14,624	$	3,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	~~123~~238	$	215
Accrued expenses	~~564~~333		278
Current portion of operating lease liability	5295		—
Current portion of notes payable	5960		56
Deferred revenue	1222		12
Total current liabilities	~~810~~748		561
Operating lease liability, less current portion	2,~~403~~368		—
Notes payable, less current portion	~~175~~160		206
Total liabilities	3,~~388~~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, 3,764,143 and 1,035,893 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	4		1
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	~~146~~152,~~351~~019		138,607
Accumulated deficit	(~~139~~140,~~378~~676)		(136,097)
Total stockholders’ equity	611,~~977~~348		2,511
Total liabilities and stockholders’ equity	$	1014,~~365~~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 June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues, net	$	~~625~~690	$	~~459~~482	$	1,~~110~~800	$	~~874~~1,356
Cost of sales	~~216~~257		~~210~~167		~~388~~645		~~490~~657
Gross profit	~~409~~433		~~249~~315		~~722~~1,155		~~384~~699
Operating expenses:
Research and development	~~427~~400		~~467~~451		~~845~~1,245		~~837~~1,288
Selling, general and administrative	1,~~596~~380		1,~~384~~411		34,~~154~~534		24,~~992~~403
Total operating expenses	21,~~023~~780		1,~~851~~862		35,~~999~~779		35,~~829~~691
Loss from operations	(1,~~614~~347)		(1,~~602~~547)		(34,~~277~~624)		(34,~~445~~992)
Other income (expense):
Interest income	455		2211		762		3748
Interest expense	(6)		(56)		(1117)		(915)
Miscellaneous income	—		129		—		130
Other income (expense), net	(2)		18		(4)		29
Other income, net	49		34		45		63
Net loss and comprehensive loss	$	(1,~~616~~298)	$	(1,~~584~~513)	$	(34,~~281~~579)	$	(34,~~416~~929)
Weighted average shares outstanding - basic and diluted	14,~~854~~668,~~531~~009		~~514~~729,~~463~~400		12,~~578~~619,~~783~~841		~~514~~586,~~458~~628
Net loss per share - basic and diluted	$	(0.8728)	$	(32.0807)	$	(21.0875)	$	(68.6440)

See accompanying notes to condensed financial statements.

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SENESTECH, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(34,~~281~~579)	$	(34,~~416~~929)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	74103		73115
Stock-based compensation	~~181~~228		~~173~~246
Operating lease	3887		(35)
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	(~~141~~125)		(~~150~~121)
Prepaid expenses and other current assets	~~139~~64		~~(76)~~28
Inventory	8327		(~~104~~85)
Accounts payable	(92)		41
Other assets	22		(36)
Accrued expenses	286		47
Accounts payable	22		(22)
Deferred revenue	—		(3)
Accrued expenses	55		26
Net cash used in operating activities	(2,707)		(3,416)
Deferred revenue	10		(6)
Net cash used in operating activities	(4,086)		(4,815)
Cash flows from investing activities:
Purchase of property and equipment	(83)		(41)
Purchase of held-to-maturity investments	(2,964)		—
Net cash used in investing activities	(83)		(41)
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	410,~~860~~482		61,983
Proceeds from issuances of common stock, net	2,706		—
Proceeds from issuance of notes payable	—		25
Repayments of notes payable	(2842)		(1729)
Net cash provided by financing activities	713,~~538~~146		141,979
Increase (decrease) in cash and cash equivalents	45,~~748~~971		(32,~~443~~877)
Cash and cash equivalents, beginning of period	1,307		5,395
Cash and cash equivalents, end of period	$	67,~~055~~278	$	12,~~952~~518
Supplemental cash flow information is as follows:
Interest paid	$	1117	$	915
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	—		438

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®, ~~EvolveTM~~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.

In August 2016, the U.S. Environmental Protection Agency (“EPA”) granted an unconditional registration for ContraPest as a restricted use pesticide (“RUP”), requiring purchase or application oversight by a licensed professional. In October 2018, the EPA approved the removal of the RUP designation and ContraPest was reclassified as a general use pesticide. To date, ContraPest is registered in all 50 states and the District of Columbia (49 states and the District of Columbia have approved the ~~RUP~~restricted use pesticide designation) and two major U.S. territories, Puerto Rico and the U.S. Virgin Islands. In March 2022, the EPA granted a sub-label for ContraPest allowing for an alternative delivery system in a hanging bait station. This sub-label is marketed as Elevate Bait SystemTM and was designed to target roof rat habitats and infestations.

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. There are 10 states that accept the federal exemption for pesticide registration and require no additional determination or approval. In states that do not accept the federal exemption, we must obtain registration from the various state regulatory agencies. 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 ~~June~~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 ~~accompanies~~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. ~~Specifically, we have incurred significant operating losses since our inception, and we expect to continue to incur~~

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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~~significant~~Company ~~expenses and operating losses for the foreseeable future. These prior losses and expected future losses have had, and~~ will ~~continue~~be able to ~~have,~~meet anits ~~adverse~~obligations ~~effect~~as onthey ~~our~~become ~~financial~~due ~~condition.~~within Ifone weyear ~~encounter~~after ~~continued issues or delays in~~ the ~~commercialization~~issuance date 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.

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 ~~June~~September 30, 2025, we had an accumulated deficit of $~~139~~140.47 million and cash and cash equivalents and short-term investments of $610.12 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) ~~the~~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) ~~the~~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 ~~June~~September 30, 2025, in combination with anticipated revenue and any additional sales of our equity securities, ~~including the most recent warrant exercise transaction in August 2025, see Note 11, Subsequent Events,~~ will be sufficient to fund our current operations ~~through~~for atthe ~~least~~next ~~the~~12 ~~end~~months ofand ~~fiscal~~the ~~2027~~foreseeable future. While we have evaluated and continue to evaluate our operating expenses and ~~concentrate~~have focused our resources ~~toward~~on the successful commercialization of fertility control products in the United States, additional financing may still be needed before achieving our anticipated revenue ~~targets~~ 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 ~~June~~September 30, 2025, and our operating results and cash flows for the ~~six~~nine month periods ended ~~June~~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 $3455,000 and $6258,000 for the three months ended ~~June~~September 30, 2025 and 2024, respectively, and $57112,000 and $~~121~~180,000 for the ~~six~~nine months ended ~~June~~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 ~~three~~90 ~~months~~days or less as of the date of acquisition are classified as cash equivalents, of which we had $67.13 million and $1.3 million as of ~~June~~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):

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Accounts receivable	$	~~480~~464	$	339
Allowance for uncollectible accounts	(10)		(4)
Accounts receivable, net	$	~~470~~454	$	335

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

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

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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):

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Raw materials	$	~~649~~643	$	719
Work in progress	15		1
Finished goods	61119		74
Total inventory	~~711~~767		794
Less: reserve for obsolescence	—		—
Inventory, net	$	~~711~~767	$	794

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

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Balance as of beginning of period	$	—	$	5—	$	—	$	5
Increase in reserve	—		—		—		—
Amounts relieved	—		~~(5)~~—		—		(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):

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Software licenses	$	6978	$	112
Professional services	5158		18
Inventory	1858		—
Insurance	3947		27
Equity offering costs	2434		146
Rent	12		38
Marketing programs and conferences	48		21
Other	2118		15
Total prepaid expenses and other current assets	$	~~238~~313	$	377

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Property and Equipment, Net

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

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Research and development equipment	$	1,~~897~~908	$	1,826
Office and computer equipment	494		494
Autos	54		54
Furniture and fixtures	46		46
Leasehold improvements	~~240~~272		157
Total in service	2,~~731~~774		2,577
Accumulated depreciation and amortization	(2,~~315~~345)		(2,242)
Total in service, net	~~416~~429		335
Construction in progress	—		72
Property and equipment, net	$	~~416~~429	$	407

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Compensation and related benefits	$	~~254~~238	$	244
Legal and consulting professional services	~~297~~81		30
Product warranty and other	1314		4
Total accrued expenses	$	~~564~~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 ~~June~~September 30, 2025, future principal payments were as follows (in thousands):

2025	$	2814
2026	61
2027	68
2028	65
2029	12
Thereafter	—
Total principal payments	~~234~~220
Less: current portion of notes payable	(5960)
Notes payable, less current portion	$	~~175~~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. ~~Notes~~The ~~payable~~fair ~~and~~value ~~operating~~of ~~lease~~investments ~~liability~~approximates ~~are~~cost ~~recorded~~due atto ~~amortized~~their ~~cost,~~short-term ~~which~~nature ~~approximates~~and ~~fair~~fixed ~~value.~~

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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 ~~August~~April ~~2024~~2025, we ~~entered~~relocated ~~into an operating lease for a new location for~~ our corporate headquarters and manufacturing and research operations. ~~The~~into ~~lease~~a ~~commenced~~new infacility ~~April~~under ~~2025~~an ~~and~~operating ~~expires~~lease inthat extends through 2035. The operating lease for our previous ~~manufacturing~~location ~~and research operations and our corporate headquarters~~ expired in May 2025.

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

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Operating lease cost	$	~~101~~90	$	57	$	~~173~~160	$	~~113~~170
Short-term lease cost (1)	—		—		116		—
Variable lease cost (2)	11		11		22		34
Total lease cost	$	101	$	68	$	298	$	204

As(1) ofIncludes ~~June 30,~~amounts ~~2025,~~related ~~the~~to ~~maturities~~leases with original terms of ~~under~~12 ~~the~~months ~~operating~~or ~~lease~~less ~~liability~~and ~~were~~our ascompany ~~follows~~has ~~(in~~elected ~~thousands):~~the short-term lease exemption.

2025	$	83
2026	331
2027	338
2028	348
2029	358
Thereafter	2,245
Total operating lease payments	3,703
Less: imputed interest	(1,248)
Total operating lease liability	$	2,455

(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 ~~June~~September 30, 2025, we have 32,~~182~~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 AverageRemainingContractualTerm(years)
Three months ended June 30, 2025:
Three months ended September 30, 2025:
Outstanding as of March 31, 2025:	175,671		$	23.27	9.3
Outstanding as of June 30, 2025:	175,662		$	23.14	9.1
Granted	—		—		—
Exercised	—		—		—
Forfeited	~~(9)~~—		~~2,616.00~~—		—
Expired	—(59)		—4,658.85		—
Outstanding as of June 30, 2025	175,662	(1)	23.14		9.1
Outstanding as of September 30, 2025	175,603	(1)	21.58		8.8
Six months ended June 30, 2025:
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 June 30, 2025	175,662	(1)	23.14		9.1
Outstanding as of September 30, 2025	175,603	(1)	21.58		8.8
Exercisable as of June 30, 2025	81,175		46.15		8.9
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 ~~three~~nine ~~and six~~ months ended ~~June~~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):

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Research and development	$	32	$	45	$	68	$	813
Selling, general and administrative	8745		8468		~~175~~220		~~165~~233
Total stock-based compensation expense	$	9047	$	8873	$	~~181~~228	$	~~173~~246

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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As of ~~June~~September 30, 2025, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $~~245~~198,000, which will be recognized over a weighted average period of 2.1 years, assuming the employees and non-employees complete their service period required for vesting.

NOTE 6: STOCKHOLDERS’ EQUITY

Activity in equity during the ~~three~~nine ~~and six~~ month periods ended ~~June~~September 30, 2025 and 2024 was as follows (dollars in thousands):

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total
	Shares	Amount
2025
Balances as of December 31, 2024	1,035,893	$	1	$	138,607	$	(136,097)	$	2,511
Stock-based compensation	—	—		91		—		91
Issuance of common stock, net of transaction costs	365,319	—		1,066		—		1,066
Issuance of common stock upon exercise of warrants, net of transaction costs	374,718	1		888		—		889
Net loss	—	—		—		(1,665)		(1,665)
Balances as of March 31, 2025	1,775,930	2		140,652		(137,762)		2,892
Stock-based compensation	—	—		90		—		90
Issuance of common stock, net	489,341	1		1,639		—		1,640
Issuance of common stock, net of transaction costs	489,341	1		1,639		—		1,640
Issuance of common stock upon exercise of warrants, net	1,498,872	1		3,970		—		3,971
Issuance of common stock upon exercise of warrants, net of transaction costs	1,498,872	1		3,970		—		3,971
Net loss	—	—		—		(1,616)		(1,616)
Balances as of June 30, 2025	3,764,143	$4	4	$146,351	~~146,351~~	$(139,378)	~~(139,378)~~	$6,977	~~6,977~~
Stock-based compensation	—	—		47		—		47
Issuance of common stock upon exercise of warrants, net of transaction costs	1,458,872	1		5,621		—		5,622
Net loss	—	—		—		(1,298)		(1,298)
Balances as of September 30, 2025	5,223,015	$	5	$	152,019	$	(140,676)	$	11,348
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, net of transaction costs	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	1	$136,442	~~136,442~~	$(133,329)	~~(133,329)~~	$3,114	~~3,114~~
Stock-based compensation	—	—		73		—		73
Issuance of common stock upon exercise of warrants, net of transaction costs	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

In June 2025, we completed a warrant inducement transaction whereby we issued 1,458,872 shares of common stock pursuant to the exercise of warrants. Certain warrant holders were induced to exercise warrants at the existing exercise price of $2.90 per share and pay a purchase price of $0.125 per share, or an aggregate purchase price of $182,000, in consideration of our issuance of new warrants with similar terms as the warrants that were induced to exercise (the “June 2025 Warrant Inducement”). Additionally, warrants related to 40,000 shares were also exercised in June 2025 outside of the June 2025 Warrant Inducement. Gross proceeds for warrants exercised in June 2025 was $4.5 million, before deducting $507,000 of issuance-related costs.

See Note 7, Common Stock Warrants, for a discussion of the new short-term warrants to purchase 1,458,872 shares that were issued in connection with the June 2025 Warrant Inducement.

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In ~~March~~August 2025, we completed a warrant inducement transaction whereby we issued ~~374~~1,~~718~~458,872 shares of common stock pursuant to the exercise of warrants. Certain warrant holders were induced to exercise warrants byat ~~reducing~~ the ~~exercise~~existing ~~price to the then current market price of our common stock (the “March 2025 Warrant Inducement”). The original warrants consisted of 251,884 shares issued August 23, 2024 with an~~ exercise price of $4.3515 per share and pay a ~~remaining~~purchase ~~life~~price of 4$0.5125 ~~years~~per ~~(“Series~~share, ~~F-1~~or ~~Warrants”)~~an ~~and~~aggregate ~~122,834~~purchase ~~shares~~price ~~issued~~of ~~August 23~~$274,000, ~~2024~~in ~~with~~consideration anof ~~exercise~~our ~~price~~issuance of ~~$4.35~~new ~~per~~warrants ~~share~~with ~~and~~similar aterms ~~remaining~~as ~~life~~the ofwarrants ~~1.0~~that ~~year~~were ~~(“Series~~induced ~~F-2~~to ~~Warrants”)~~exercise (~~collectively,~~ the “~~Original~~August ~~Warrants~~2025 Warrant Inducement”). ~~The~~Gross ~~Original~~proceeds ~~Warrants~~for ~~were~~warrants exercised ~~for~~in ~~$2.90~~August ~~per~~2025 ~~share~~was ~~for gross proceeds of~~ $16.1 3 million, before deducting $~~250~~685,000 of issuance-related costs.

See Note 7, Common Stock Warrants, for a discussion of the new short-term warrants to purchase 2,188,308 shares that were issued in connection with the August 2025 Warrant Inducement.

In June 2025, we entered into a warrant inducement transaction whereby we agreed to issue 1,458,872 shares of common stock pursuant to the exercise of warrants. Certain warrant holders were induced to exercise warrants at the existing exercise price of $2.90 per share and pay a purchase price of $0.125 per share, or an aggregate purchase price of $182,000, in consideration of our issuance of new warrants with similar terms as the warrants that were induced to exercise (the “June 2025 Warrant Inducement”). Additionally, warrants related to 40,000 shares were exercised in June 2025 outside of the June 2025 Warrant Inducement. Gross proceeds for these June 2025 warrant transactions were $4.5 million, before deducting $526,000 of issuance-related costs.

See Note 7, Common Stock Warrants, for a discussion of the new short-term warrants to purchase 1,458,872 shares that were issued in connection with the June 2025 Warrant Inducement.

In March 2025, we completed a warrant inducement transaction whereby we issued 374,718 shares of common stock pursuant to the exercise of warrants. Certain warrant holders were induced to exercise warrants by reducing the exercise price to the then-current market price of our common stock (the “March 2025 Warrant Inducement”). The original warrants consisted of 251,884 shares of common stock underlying the warrants issued August 23, 2024 with an exercise price of $4.35 per share and a remaining life of 4.5 years (“Series F-1 Warrants”) and 122,834 shares of common stock underlying the warrants issued August 23, 2024 with an exercise price of $4.35 per share and a remaining life of 1.0 year (“Series F-2 Warrants”) (collectively, the “Original Warrants”). The Original Warrants were exercised for $2.90 per share for gross proceeds of $1.1 million, before deducting $250,000 of issuance costs.

The difference between the fair value of the warrants immediately prior to modification and immediately after modification was treated as a transaction cost, which is netted against proceeds received, and was $58,000 using the Black-Scholes model based on the following significant inputs:

•For the Series F-1 Warrants: common stock price of $2.38 per share; volatility of 120%; term of 4.5 years; dividend yield of 0—%; and risk-free rate of 4.0%; and

•For the Series F-2 Warrants: common stock price of $2.38 per share; volatility of 111%; term of 1.0 year; dividend yield of 0—%; and risk-free rate of 4.0%.

In connection with the March 2025 Warrant Inducement, new short-term warrants to purchase 1,517,608 shares of our common stock were issued, which are discussed in Note 7, Common Stock Warrants.

In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock (“ATM Facility”). ~~The~~During ~~offering is being conducted pursuant to a shelf registration statement on Form S-3 (Registration no. 333-261227), originally filed with~~ the ~~SEC~~nine onmonths ~~November~~ended ~~19,~~September 2021, amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, along with related prospectus supplements dated June 20, 2024 and April 22, 2025, which registration statement was subsequently replaced by a new shelf registration statement on Form S-3 (Registration no. 333-286955), filed with the SEC on May 2, 2025, amended on June 23, 2025, and declared effective by the SEC on June 24, 2025, along with related prospectus supplements dated June 24, 2025 and June 30, 2025~~. All prospectus supplements were filed with the SEC pursuant to Rule 424(b) under the Securities Act. During the first half of 2025~~, we have sold 854,660 shares of common stock under this ATM Facility for gross proceeds of $3.0 million, before deducting offering expenses of $299,000. As of ~~June~~September 30, 2025, there is capacity under the ATM Facility of approximately $~~649,000~~7.5 million.

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NOTE 7: COMMON STOCK WARRANTS

The following table presents the common stock warrant activity:

Issue Date	Warrant Type	TermDate	ExercisePrice		Balance December 31, 2024	Issued	Exercised	Expired	Balance ~~June~~September 30, 2025
January 2020	Registered Direct Offering	July 2025	$	21,600.00	60	—	—	—(60)	60—
January 2020	Dealer Manager	January 2025	$	24,000.00	4	—	—	(4)	—
March 2020	Dealer Manager	March 2025	$	9,015.12	4	—	—	(4)	—
April 2020	Dealer Manager	April 2025	$	9,528.00	47	—	—	(47)	—
April 2020	Registered Direct Offering	April 2025	$	7,320.00	20	—	—	(20)	—
October 2020	Dealer Manager	April 2026	$	5,174.40	34	—	—	—	34
February 2021	Private Placement Agreement	August 2026	$	5,318.40	540	—	—	—	540
February 2021	Dealer Manager	August 2026	$	6,835.40	136	—	—	—	136
March 2021	Dealer Manager	March 2026	$	6,000.00	60	—	—	—	60
November 2022	Dealer Manager	November 2027	$	525.00	892	—	—	—	892
April 2023	Series C	October 2028	$	194.40	7,142	—	—	—	7,142
April 2023	Dealer Manager	April 2028	$	262.50	534	—	—	—	534
August 2023	Dealer Manager	August 2028	$	108.04	1,222	—	—	—	1,222
November 2023	Series D	November 2028	$	13.00	151,026	—	—	—	151,026
November 2023	Series E	May 2025	$	13.00	80,998	—	—	(80,998)	—
November 2023	Dealer Manager	November 2028	$	16.25	28,844	—	—	—	28,844
August 2024	Series F-1	August 2029	$	4.35	571,318	—	(251,884)	—	319,434
August 2024	Series F-2	February 2026	$	4.35	439,686	—	(122,834)	—	316,852
August 2024	Dealer Manager	August 2029	$	5.75	25,275	—	—	—	25,275
March 2025	Series G	September 2026	$	2.90	—	1,498,872	(1,498,872)	—	—
March 2025	Dealer Manager	September 2026	$	3.625	—	18,736	—	—	18,736
July 2025	Series H	October 2026	$	4.15	—	1,458,872	—(1,458,872)	—	~~1,458,872~~—
July 2025	Dealer Manager	October 2026	$	3.781	—	72,944	—	—	72,944
					1,307,842	3,049,424	(1,873,590)	(81,073)	2,402,603
August 2025	Series I	November 2026	$	5.25	—	2,188,308	—	—	2,188,308
August 2025	Dealer Manager	November 2026	$	5.4219	—	72,944	—	—	72,944
					1,307,842	5,310,676	(3,332,462)	(81,133)	3,204,923

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	Shares	Weighted Average Exercise Price Per Share		Weighted AverageRemainingContractualTerm(years)
Outstanding as of December 31, 2024	1,307,842	$	12.63	3.4
Issued	35,~~049~~310,~~424~~676	34.7740		1.21
Exercised	(13,~~873~~332,~~590~~462)	23.9045		—
Expired	(81,~~073~~133)	2137.9590		—
Outstanding as of June 30, 2025	2,402,603	8.12		1.8
Outstanding as of September 30, 2025	3,204,923	7.50		1.5

In connection with the ~~June~~August 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity, we issued to those investors warrants to purchase up to 12,~~458~~188,~~872~~308 shares of our common stock at an exercise price of $45.1525 per share, which are exercisable for 1.3 years, ~~from~~or ~~the~~through ~~date~~November of22, ~~issuance~~2026. We estimated the fair value of these warrants to be $46.10 million using a Black-Scholes model based on the following significant inputs: common stock price of $5.0936 per share; volatility of ~~114~~116%; term of 1.3 years; dividend yield of 0%; and risk-free rate of 3.78%. ~~These warrants were exercised in August 2025, see Note 11, Subsequent Events.~~

In addition, placement agent warrants were issued to purchase up to 72,944 shares of our common stock at an exercise price of $5.4219 per share, which are exercisable for 1.3 years, or through November 22, 2026. We estimated the fair value of these warrants to be $196,000 using a Black-Scholes model based on the following significant inputs: common stock price of $5.36 per share; volatility of 116%; term of 1.3 years; dividend yield of 0%; and risk-free interest rate of 3.8%.

In connection with the June 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity, we issued to those investors warrants to purchase up to 1,458,872 shares of our common stock at an exercise price of $4.15 per share, which are exercisable for 1.3 years from the date of issuance. We estimated the fair value of these warrants to be $4.1 million using a Black-Scholes model based on the following significant inputs: common stock price of $5.09 per share; volatility of 114%; term of 1.3 years; dividend yield of 0%; and risk-free rate of 3.7%. These warrants were exercised in August 2025.

In addition, placement agent warrants were issued to purchase up to 72,944 shares of our common stock at an exercise price of $3.781 per share, which are exercisable for 1.3 years from the date of issuance. We estimated the fair value of these warrants to be $212,000 using a Black-Scholes model based on the following significant inputs: common stock price of $5.09 per share; volatility of 114%; term of 1.3 years; dividend yield of 0%; and risk-free interest rate of 3.7%.

In connection with the March 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity, we issued to those investors warrants to purchase up to 1,498,872 shares of our common stock at an exercise price of $2.90 per share, which will be exercisable for 1.5 years beginning on the effective date of stockholder approval of the issuance of the shares of common stock, which was obtained on June 9, 2025. We estimated the fair value of these warrants to be $1.5 million using a Black-Scholes model based on the following significant inputs: common stock price of $2.38 per share; volatility of 117%; term of 1.5 years; dividend yield of 0%; and risk-free rate of 4.37%.

In addition, placement agent warrants were issued to purchase up to 18,736 shares of our common stock at an exercise price of $3.625 per share, which will be exercisable for 1.5 years beginning on the effective date of stockholder approval of the issuance of the shares of common stock, which was obtained on June 9, 2025. We estimated the fair value of these warrants to be $20,000 using a Black-Scholes model based on the following significant inputs: common stock price of $2.38 per share; volatility of 117%; term of 1.5 years; dividend yield of 0%; and risk-free interest rate of 4.37%.

NOTE 8: LOSS PER SHARE

Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, which includes any prefunded warrants and shares held in abeyance from date of issuance. Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus potentially dilutive securities outstanding during the period determined using the treasury stock method. Stock options and warrants are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share because their effect would be anti-dilutive given the net losses reported for all periods presented. Therefore, basic and diluted loss per share are the same for each period presented.

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The following shares were excluded from the calculation of diluted net loss per share:

	Three Months EndedJune 30,		Six Months EndedJune 30,
	Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2025	2024	2025	2024
Common stock warrants	—95,086	—	—	—370,326
Stock options	—71,814	4943,889	—31,365	~~167~~84,293
	—	49	—	167
	166,900	43,889	31,365	454,619

NOTE 9: SEGMENT INFORMATION

We operate in a single operating segment: the formulation, development, marketing and sale of fertility control products for use in managing pest populations. This single operating segment has been identified based on our internal management structure and reporting to our chief operating decision maker (“CODM”), our Chief Executive Officer.

Our CODM evaluates segment performance based on the revenues, gross profit and operating loss of the segment and uses internal financial statements to make decisions regarding resource allocation. Revenues, gross profit and operating loss used by the CODM are presented on our accompanying statement of operations. The measure of segment assets is represented as total assets presented on our accompanying balance sheets. There are no intersegment revenues, as all transactions are conducted within one operating segment.

We have not identified any reportable segments other than the single operating segment discussed.

The percentage of revenue attributable to our customers that represented 10% or more of revenue in at least one of the periods presented, was as follows:

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Customer A	3028	%	514	%	3029	%	58	%
Customer B	5		166		6		1110

The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented:

	June 30,2025		December 31, 2024
	September 30,2025		December 31, 2024
Customer A	3839	%	30	%
Customer B	68		20
Customer C	11		—

NOTE 10: ~~CONTINGENCIES~~RELATED PARTIES

InRelated ~~December~~party ~~2024,~~transactions ~~Liphatech~~are ~~Inc.~~conducted ~~(“Liphatech”) commenced an action against us~~ in the ~~United~~normal ~~States~~course ~~District Court for the Eastern District~~ of ~~Wisconsin.~~business ~~The complaint alleges~~and, ~~among~~unless ~~other~~otherwise ~~things~~noted, ~~breach~~are ofmeasured ~~contract,~~at ~~misappropriation~~the ofexchange ~~trade secrets~~amount, ~~unfair~~which ~~competition~~is ~~and~~the ~~unjust~~amount ~~enrichment.~~of ~~These~~consideration ~~claims~~established ~~are based on allegations that we misappropriated~~ and ~~utilized~~agreed ~~proprietary~~to ~~information~~by ~~and~~the ~~trade~~related ~~secrets of Liphatech~~parties. ~~The~~In ~~complaint~~connection ~~also~~with ~~alleges~~consulting ~~that~~agreements wein ~~breached~~place acash ~~non-disclosure~~payments ~~agreement~~of ~~that~~$19,000 wewere ~~had~~made ~~entered~~during ~~into~~the ~~with~~three ~~Liphatech.~~months ~~The~~ended ~~complaint~~September ~~seeks~~30, ~~unspecified~~2025 ~~damages~~to asHustle ~~well as injunctive relief. We believe we have strong defenses~~ and ~~are~~Flower ~~actively defending the case~~LLC, ~~although~~of nowhich ~~assurance~~a ~~can~~member ~~be given regarding the outcome. The outcome~~ of ~~this~~our ~~legal~~board ~~matter~~serves isas ~~not~~chief ~~known~~executive orofficer. ~~probable~~There atwere ~~this time, and~~ no ~~specific~~related ~~damages~~party ~~have~~transactions ~~been~~in ~~claimed, therefore no amounts have been accrued for a settlement~~2024.

InNOTE ~~addition~~11: to the matters described above, we may be subject to other legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any other pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on our financial position, results of operations or liquidity.CONTINGENCIES

In December 2024, Liphatech Inc. (“Liphatech”) commenced an action against us in the United States District Court for the Eastern District of Wisconsin. The complaint alleges, among other things, breach of contract, misappropriation of trade secrets, unfair competition and unjust enrichment. These claims are based on allegations that we misappropriated and utilized proprietary information and trade secrets of Liphatech. The complaint also alleges that we breached a non-disclosure agreement that we had entered into with Liphatech. The complaint seeks unspecified damages as well as injunctive relief. We believe we have strong defenses and are actively defending the case, although no assurance can be

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~~NOTE~~given ~~11:~~regarding ~~SUBSEQUENT~~the ~~EVENTS~~outcome. The outcome of this legal matter is not known or probable at this time, and no specific damages have been claimed, therefore, no amounts have been accrued for a settlement.

OnIn ~~August~~addition 5,to ~~2025, we completed a warrant inducement transaction resulting in~~ the ~~issuance~~matters ofdescribed 1above,~~458,872~~ ~~shares~~we ofmay ~~our~~be ~~common~~subject ~~stock upon the exercise of certain existing warrants (the “Warrant Inducement Transaction”). The holders of such warrants agreed~~ to ~~exercise~~other ~~their~~legal ~~existing~~proceedings ~~warrants at the exercise price of $4.15 per share~~ and ~~pay~~claims aarising ~~purchase~~from ~~price~~contracts ofor ~~$0.125~~other ~~per~~matters ~~share—totaling~~from ~~$274,000—in~~time ~~consideration~~to oftime ~~our issuance,~~ in a private placement, of new warrants. These new warrants relate to 2,188,308 shares of common stock, have an exercise price of $5.25 per share, are immediately exercisable, and will expire 15 months after the ~~effective~~ordinary ~~date~~course of ~~the resale registration statement covering the underlying shares~~business. ~~This~~Management ~~Warrant~~is ~~Inducement~~not ~~Transaction~~aware ~~generated gross proceeds~~ of ~~$6.3 million,~~any ~~before deducting placement agent fees and~~ other ~~offering~~pending ~~expenses~~or ~~payable~~threatened bylitigation ~~us.~~where Inthe ~~connection~~ultimate ~~with~~disposition ~~this~~or ~~transaction,~~resolution wecould ~~issued~~have ~~placement~~a ~~agent~~material ~~warrants~~adverse toeffect ~~purchase~~on upour tofinancial 72position,~~944~~ ~~shares~~results of ~~common~~operations ~~stock.~~or ~~These placement agent warrants have an exercise price of $5~~liquidity.~~4219 per share and have terms substantially similar to those of the new warrants issued to the investors.~~

WeNOTE ~~have~~12: ~~evaluated~~SUBSEQUENT subsequent events from the balance sheet date through August 7, 2025, the date at which the condensed financial statements were issued, and determined that there were no additional items that require adjustment to or disclosure in the condensed financial statements.EVENTS

We have evaluated subsequent events from the balance sheet date through November 10, 2025, the date at which the condensed financial statements were issued, and determined that there were no items that require adjustment to or disclosure in the condensed financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed financial statements and related notes.

Forward-Looking Statements

The statements contained in this Quarterly Report on Form 10-Q that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act ~~of 1933~~, ~~as amended (the “Securities Act”),~~ and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). All statements other than statements of historical facts contained or incorporated herein by reference in this Quarterly Report on Form 10-Q, including statements regarding our future operating results, future financial position, business strategy, objectives, goals, plans, prospects, markets, and plans and objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “suggests,” “targets,” “contemplates,” “projects,” “predicts,” “may,” “might,” “plan,” “would,” “should,” “could,” “can,” “potential,” “continue,” “objective,” or the negative of those terms, or similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. Specific forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding:

•our expectation that we will continue to incur significant expenses and operating losses for the foreseeable future;

•our belief that 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 growing concern;

•our expectation that 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;

•our expectation that significant operating losses will continue for the near future;

•our ability to successfully commercialize our fertility control products and obtain and maintain regulatory approval for our products and product candidates;

•our ability to gain market acceptance, commercial viability and profitability of fertility control products and other products;

•our ability to market our products and establish an effective sales force and marketing infrastructure to generate sufficient revenue;

•our ability to retain and attract key personnel to develop, operate and grow our business;

•our ability to meet our working capital needs;

•our expectation that cash and cash equivalents will be sufficient to fund our current operations ~~through~~for atthe ~~least~~next ~~the~~12 ~~end~~months ofand ~~fiscal~~the ~~2027~~foreseeable future;

•our belief that the use of our products can lead to sustained reductions of the rat or mice populations;

•our belief that additional financing ~~will~~may still be needed before achieving our anticipated revenue ~~targets~~ and margin targets;

•our belief that 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;

•our belief that 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 tat adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts or discontinue operations;

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•our belief that if 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;

•our belief that we will not pay dividends;

•our estimates of the fair value of warrants based on a Black-Scholes model;

•our belief that we have strong defenses against the claims by Liphatech;

•our belief that we may be subject to other legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business;

•our belief that Evolve qualifies for exemption from registration as a minimum risk pesticide under the EPA’s FIFRA, Section 25(b);

•our belief that ~~additional~~the ~~financing~~market ~~will~~opportunity befor ~~needed~~non-poison ~~before~~rodent ~~achieving~~control ~~anticipated~~remains ~~revenue~~significant ~~targets~~and growing, driven by regulatory restrictions on traditional rodenticides and ~~margin~~increasing ~~targets~~demand for safer, sustainable pest management alternatives;

•our ability to raise necessary capital through the sale of our securities;

•our ability to achieve profitability or generate positive cash flows;

•our estimates or expectations related to our revenue, cash flow, expenses, capital requirements and need for additional financing;

•our ~~anticipation~~expectation that ~~the~~Evolve ~~cost~~product ofsales ~~producing Evolve~~ will continue to beincrease ~~lower~~as ~~than ContraPest based on~~ the ~~current~~market ~~costs~~adoption of ~~raw~~Evolve ~~materials~~grows;

•our expectation that for the foreseeable future tariffs on foreign countries will not increase our costs, as the majority of our components are sourced domestically;

•our expectation that our expenses will continue or increase in connection with our ongoing activities, particularly as we focus on marketing and sales of fertility control products;

•our expectation that we will continue to incur costs associated with operating as a public company;

•our expectation that we will incur substantial and increased expenses; and

•our belief that we will need additional financing to fund our continuing and additional expenses.

These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and situations that are difficult to predict and that may cause our own, or our industry’s, actual results to be materially different from the future results that are expressed or implied by these statements. Accordingly, actual results may differ materially from those anticipated or expressed in such statements as a result of a variety of factors, including those discussed in Item 1A-“Risk Factors” of Part I of our Annual Report on Form 10-K, for the year ended December 31, 2024, filed with the SEC on March 13, 2025, and those contained from time to time in our other filings with the SEC. A number of factors could cause our actual results to differ materially from those indicated by the forward-looking statements. Such factors include, among others, the following:

•the successful commercialization of our products;

•market acceptance of our products;

•our financial performance, including our ability to fund operations;

•our ability to maintain compliance with Nasdaq Capital Market’s continued listing requirements;

•regulatory approval and regulation of our products; and

•other factors and risks identified from time to time in our filings with the SEC, including this Quarterly Report on Form 10-Q.

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~~incorporated~~•other byfactors ~~reference~~and ~~into~~risks ~~this~~identified ~~Quarterly~~from ~~Report~~time onto ~~Form~~time ~~10-Q~~in ~~reflect~~ our ~~views~~filings aswith of the ~~date~~SEC, ofincluding this Quarterly Report on Form 10-Q about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement. ~~Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance or achievements.~~

All forward-looking statements included herein are based on information available to us as of the date hereof and speak only as of such date. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. The forward-looking statements contained in or incorporated by reference into this Quarterly Report on Form 10-Q reflect our views as of the date of this Quarterly Report on Form 10-Q about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance or achievements.

We are subject to the information requirements of the Exchange Act, and we file or furnish reports, proxy statements and other information with the SEC. Such reports and other information we file with the SEC are available free of charge at www.senestech.com as soon as practicable after such reports are available on the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Overview

~~Since our inception~~SenesTech, weInc. ~~have~~(subsequently ~~incurred~~referred ~~significant operating losses related~~ to ~~our~~in ~~research~~this ~~and~~report ~~development~~as ~~and commercialization efforts~~“we,” ~~with a net loss of $1.6 million for the three months ended June 30~~“us,” ~~2025~~“our,” ~~and~~or ~~we expect these losses to continue in the near term. Although sales of~~ “our ~~product~~company”) ~~have~~was ~~increased~~incorporated ~~over the last three years, 56%~~ in ~~2024,~~Nevada ~~17%~~ in ~~2023,~~July 2004 and ~~77%~~reincorporated in ~~2022,~~Delaware wein ~~are~~November ~~not yet able to fund operations by product sales alone~~2015. WeOur ~~have~~corporate ~~primarily~~headquarters ~~funded our operations to date through the sale of equity securities, including common stock~~ and ~~warrants~~manufacturing tofacility ~~purchase~~are ~~common~~located ~~stock.~~in ~~As of June 30~~Surprise, ~~2025, we had received net proceeds of $111~~Arizona.4 ~~million~~We ~~from~~develop ~~the issuance of common~~ and ~~preferred~~commercialize ~~stock,~~products ~~warrant~~that ~~exercises,~~manage ~~and~~animal ~~convertible~~pest ~~and~~populations ~~other~~through ~~promissory~~fertility ~~notes~~control. WeOur ~~have~~current ~~also~~products ~~generated~~focus anon ~~aggregate~~rat ofand ~~$6.7~~mouse ~~million~~populations ~~in net product sales~~ and ~~$1.7~~are ~~million~~marketed inunder ~~licensing fees. At~~ the ~~end~~brands ofContraPest®, ~~the~~Evolve® ~~period~~Rat, ~~we reported an accumulated deficit of $139.4 million~~ and ~~cash~~Evolve® ~~and cash equivalents totaling $6~~Mouse.~~1 million.~~

Our ~~ultimate,~~products ~~long-term~~target ~~success depends upon~~ the ~~outcome~~reproductive ofsystems ~~a combination~~ of ~~factors,~~both ~~including~~male ~~the~~and ~~following:~~female ~~(i)~~rodents, ~~successful~~are ~~commercialization~~formulated offor ~~fertility~~high ~~control~~palatability, ~~products~~ and ~~maintaining~~do ~~and~~not ~~obtaining~~cause ~~regulatory~~illness ~~approval~~or ofbehavioral ~~our~~change, ~~products~~resulting in significant and ~~product~~sustained ~~candidates;~~population ~~(ii)~~reductions. ~~market~~To ~~acceptance~~date, ~~commercial~~ContraPest ~~viability~~is ~~and~~registered ~~profitability~~in ofall ~~fertility~~50 ~~control~~states, ~~products and other products; (iii)~~ the ~~ability~~District toof ~~market~~Columbia, ~~our~~Puerto ~~products~~Rico, and ~~establish~~the anU.S. ~~effective~~Virgin ~~sales~~Islands. ~~force~~We ~~and~~are ~~marketing~~authorized ~~infrastructure~~ to ~~generate~~sell ~~significant~~Evolve ~~revenue;~~Rat ~~(iv)~~in ~~the~~48 ~~success~~states, ofPuerto ~~our~~Rico, ~~research~~ and ~~development; (v)~~ the ~~ability~~U.S. toVirgin ~~retain~~Islands, and ~~attract~~Evolve ~~key~~Mouse ~~personnel~~in to36 ~~develop,~~states ~~operate~~ and ~~grow~~the ~~our~~U.S. ~~business;~~Virgin ~~and~~Islands. ~~(vi)~~We ~~our~~have ~~ability~~also begun to ~~meet~~market ~~our~~Evolve ~~working~~products ~~capital~~internationally ~~needs~~through distributors.

~~Based~~During ~~upon~~the ~~our~~third ~~current~~quarter ~~operating~~of ~~plan~~2025, we ~~expect~~continued ~~that~~to ~~cash~~experience ~~and~~strong ~~cash~~growth ~~equivalents at June 30, 2025,~~ in ~~combination with anticipated revenue and any additional sales of~~ our ~~equity~~Evolve® ~~securities,~~product ~~including the most recent warrant exercise transaction in August 2025 (as further described below)~~line, ~~will~~which benow ~~sufficient~~represents ~~to fund our current operations through at least~~ the ~~end~~majority of ~~fiscal 2027.While we have evaluated and continue to evaluate~~ our ~~operating~~total expenses and concentrate our resources toward the successful commercialization of fertility control products in the United States and internationally, additional financing may still be needed before achieving anticipated revenue ~~targets and margin targets~~. IfSales ~~we are unable to raise necessary capital through the sale~~ of ~~our~~Evolve ~~securities,~~Rat ~~we may be required to take other measures that could impair our ability to be successful~~ and ~~operate~~Evolve asMouse aincreased ~~going~~across ~~concern.~~all Inmajor ~~any~~distribution ~~event~~channels, ~~additional~~led ~~capital~~by ~~may~~e-commerce, bepest ~~needed~~management inprofessionals, ~~order to fund our operating losses~~ and ~~research~~retail ~~and development activities before we become profitable~~expansion. We ~~may~~also ~~never~~announced ~~achieve~~that ~~profitability~~our orproducts ~~generate~~are ~~positive~~now ~~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~~retailer ~~terms~~e-commerce sites, which we ~~may~~view ~~need~~as toan ~~delay,~~important ~~limit~~step ortoward ~~terminate~~broader ~~commercialization~~ brick-and-mortar ~~development~~retail ~~efforts or discontinue operations~~availability.

Our focus remains on achieving sustainable, high-margin revenue growth while progressing toward profitability. To that end, we continue to emphasize operational efficiency, manufacturing cost reductions, and sales channel optimization. Gross margins remain strong, reflecting the favorable economics of our Evolve products and improved manufacturing throughput at our Surprise, Arizona facility.

We also expanded our regulatory footprint and distribution reach. Evolve Mouse received additional state registrations during the quarter, and we continued to support our international distribution partners as they introduce our fertility control technology to new markets.

We believe the market opportunity for non-poison rodent control remains significant and growing, driven by regulatory restrictions on traditional rodenticides and increasing demand for safer, sustainable pest-management alternatives. Our near-term priorities are to further scale our Evolve product family, expand retail and professional distribution channels, and strengthen our path to profitability.

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Results of Operations

The following table summarizes our results of operations for the periods presented (in thousands):

	Three Months Ended June 30,				% Increase (Decrease)		Six Months Ended June 30,				% Increase (Decrease)
	Three Months Ended September 30,				% Increase (Decrease)		Nine Months Ended September 30,				% Increase (Decrease)
	2025		2024				2025		2024
Revenues, net	$	~~625~~690	$	~~459~~482	3643	%	$	1,~~110~~800	$	~~874~~1,356	2733	%
Cost of sales	~~216~~257		~~210~~167		354	%	~~388~~645		~~490~~657		(212)	%
Gross profit	~~409~~433		~~249~~315		6437	%	~~722~~1,155		~~384~~699		8865	%
Operating expenses:
Research and development	~~427~~400		~~467~~451		(911)	%	~~845~~1,245		~~837~~1,288		1(3)	%
Selling, general and administrative	1,~~596~~380		1,~~384~~411		15(2)	%	34,~~154~~534		24,~~992~~403		53	%
Total operating expenses	21,~~023~~780		1,~~851~~862		9(4)	%	35,~~999~~779		35,~~829~~691		42	%
Loss from operations	(1,~~614~~347)		(1,~~602~~547)		1(13)	%	(34,~~277~~624)		(34,~~445~~992)		(57)	%
Other income (expense), net	(2)		18		(111)	%	(4)		29		(114)	%
Other income, net	49		34		44	%	45		63		(29)	%
Net loss	$	(1,~~616~~298)	$	(1,~~584~~513)	2(14)	%	$	(34,~~281~~579)	$	(34,~~416~~929)	(47)	%

Revenues

	Three Months Ended June 30,								Six Months Ended June 30,
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025				2024				2025				2024
Evolve Rat	$	~~491~~535	78	%	$	~~240~~252	52	%	$	~~793~~1,328	7174	%	$	~~491~~744	5655	%
Evolve Mouse	2951		57	%	2879		617	%	~~110~~161		109	%	28107		38	%
ContraPest	~~105~~104		1715	%	~~191~~151		4231	%	~~207~~311		1917	%	~~355~~505		4137	%
Revenues, net	$	~~625~~690	100	%	$	~~459~~482	100	%	$	1,~~110~~800	100	%	$	~~874~~1,356	100	%

Sales, net of sales discounts and promotions, were $~~625~~690,000 for the ~~second~~third quarter of 2025, compared to $~~459~~482,000 for the ~~second~~third quarter of 2024. The $~~166~~208,000 increase was driven by sales of our Evolve product offerings—Evolve Rat and Evolve Mouse (collectively, “Evolve”)—partially offset by a decline in units sold of our existing ContraPest product line.

Evolve, which launched in January 2024 and expanded with variations later that year, is a soft bait containing the active ingredient, cottonseed oil. It represented approximately 8385% of ~~second~~third quarter 2025 revenues, compared to 5869% in the ~~second~~third quarter of 2024. The increase in Evolve revenues was partially offset by a continued decline in ContraPest sales.

Sales, net of sales discounts and promotions, were $1.18 million for the ~~first~~nine ~~half~~months ofended September 30, 2025, compared to $~~874,000~~1.4 million for the ~~first~~comparable ~~half~~period of 2024. The $~~236~~444,000 increase was driven by sales of Evolve, partially offset by a decline in units sold of our ContraPest product line. Evolve product sales represented approximately 8183% of revenues for the ~~first~~nine ~~half~~months ofended September 30, 2025, compared with 4163% in the ~~first~~comparable ~~half~~period of 2024. The increase in Evolve revenues was partially offset by a continued decline in ContraPest sales. We expect this trend to continue as the market adoption of Evolve grows.

Cost of Sales

Cost of sales consists of costs related to products sold, including scrap and reserves for obsolescence, as well as shipping costs when charged to the customer. Cost of sales was $~~216~~257,000, or 3437.62% of net sales, for the ~~second~~third quarter of 2025, compared to $~~210~~167,000, or 4534.86%, for the ~~second~~third quarter of 2024.

Cost of sales was $~~388~~645,000, or 35.08% of net sales, for the ~~first~~nine ~~half~~months ofended September 30, 2025, compared to $~~490~~657,000, or 5648.15%, for the ~~first~~same ~~half~~period of 2024. The decrease as a percentage of sales was driven by a shift in product mix toward Evolve, which carries a lower cost relative to ContraPest. Additionally, 2024 reflected higher input costs for a key Evolve ingredient, as we transitioned from development-stage pricing to production-scale sourcing.

The decrease as a percentage of sales was driven by a shift in product mix toward Evolve, which carries a lower cost relative to ContraPest. Additionally, the second quarter of 2024 and first half of 2024 reflected higher input costs for a key Evolve ingredient, as we transitioned from development-stage pricing to production-scale sourcing.

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For the foreseeable future, tariffs on foreign countries are not expected to increase our costs, as the majority of our components are sourced domestically.

Gross Profit

Gross profit for the ~~second~~third quarter of 2025 was $~~409~~433,000, representing a margin of 6562.48%, compared to $~~249~~315,000, or 5465.24%, in the ~~second~~third quarter of 2024.

Gross profit for the ~~first~~nine ~~half~~months ofended September 30, 2025 was $~~722~~1.2 million,~~000,~~ representing a margin of 6564.02%, compared to $~~384~~699,000, or 4351.95%, infor the ~~first~~comparable ~~half~~period of 2024. The improvement in gross margin was primarily driven by a greater proportion of sales coming from Evolve combined with lower input costs for a key Evolve ingredient as transitioned from development-stage pricing in 2024 to production-scale sourcing into 2025.

The improvement in gross margin was primarily driven by a greater proportion of sales coming from Evolve. This benefit was partially offset by a shift in sales channel mix, with increased distributor sales, which typically yield lower margins.

Research and Development Expenses

Research and development expenses consisted of the following (in thousands):

	Three Months Ended June 30,				Increase(Decrease)		Six Months Ended June 30,				Increase(Decrease)
	Three Months Ended September 30,				Increase(Decrease)		Nine Months Ended September 30,				Increase(Decrease)
	2025		2024				2025		2024
Personnel related (including stock-based compensation)	$	~~219~~203	$	~~316~~282	$	(9779)	$	~~472~~675	$	~~528~~810	$	(56135)
Facility-related	~~131~~102		3847		9355		~~206~~308		77124		~~129~~184
Depreciation	2924		3034		(110)		6185		6094		1(9)
Supplies and maintenance	2241		3212		~~(10)~~29		4283		6072		~~(18)~~11
Professional fees	129		1632		(423)		3039		3466		(427)
Stability studies, materials and testing	211		1833		(1622)		819		3467		(2648)
Other	1210		1711		(51)		2636		4455		(1819)
Total	$	~~427~~400	$	~~467~~451	$	(4051)	$	~~845~~1,245	$	~~837~~1,288	$	8(43)

Research and development expenses were $~~427~~400,000 for the ~~second~~third quarter of 2025, compared to $~~467~~451,000 for the ~~second~~third quarter of 2024. The $4051,000 ~~reduction~~decrease was primarily due to cost containment efforts, including lower personnel costs resulting from changes in headcount. These savings were partially offset by increased facility expenses associated with our move to a new manufacturing site in April 2025, with expanded production capacity and corporate offices, and included $3444,000 in non-cash operating lease costs. Additionally, maintenance costs were higher and related to the expanded production capacity.

Research and development expenses were $~~845,000~~1.2 million for the ~~first~~nine ~~half~~months ofended September 30, 2025, compared to $~~837,000~~1.3 million during the same period of 2024. The $843,000 ~~increase~~decrease was primarily driven by overall reductions in spending as a result of our ongoing cost containment efforts. This decrease was partially offset by higher facility-related costs related to our April 2025 move to a new ~~manufacturing site with expanded production capacity and corporate offices~~facility, which included $3487,000 in non-cash operating lease expense. ~~This increase was partially offset by overall reductions in spending as a result of our ongoing cost containment efforts.~~

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Selling, General and Administrative Expenses

Selling, general and administrative expenses consisted of the following (in thousands):

	Three Months Ended June 30,				Increase(Decrease)		Six Months Ended June 30,				Increase(Decrease)
	Three Months Ended September 30,				Increase(Decrease)		Nine Months Ended September 30,				Increase(Decrease)
	2025		2024				2025		2024
Personnel related (including stock-based compensation)	$	~~614~~491	$	~~633~~648	$	(19157)	$	1,~~326~~817	$	12,~~495~~143	$	(~~169~~326)
Professional fees	~~512~~531		~~352~~305		~~160~~226		~~942~~1,473		~~666~~971		~~276~~502
Franchise fees	5728		2613		3115		~~146~~174		7385		7389
Marketing	6477		7180		(73)		~~128~~205		~~144~~224		(1619)
Insurance	4749		6259		(1510)		97146		~~123~~182		(2636)
Licensed software	4544		6157		(1613)		96140		~~130~~187		(3447)
Travel & entertainment	32		56		(24)		94		115		(21)
Travel and entertainment	49		64		(15)		143		179		(36)
Other	225		123		102		325		246		79
Facilities	32		39		(7)		32		119		(87)
Total	$	1,596	$	1,384	$	212	$	3,154	$	2,992	$	162
Other	79		146		(67)		404		313		91
Total	$	1,380	$	1,411	$	(31)	$	4,534	$	4,403	$	131

Selling, general and administrative expenses were $1.64 million for the ~~second~~third quarter of 2025, compared to $1.4 million for the ~~second~~third quarter of 2024. The decreases resulting from our continued cost containment efforts in 2025 were largely offset by higher legal fees related to an ongoing legal matter as well as higher franchise fees.

Selling, general and administrative expenses were ~~approximately~~ $34.25 million for the ~~first~~nine ~~half~~months ofended September 30, 2025, compared to $34.04 million for the ~~first~~same ~~half~~period of 2024. The increase in selling, general and administrative expenses was primarily due to higher legal fees related to an ongoing legal matter, as well as increased franchise fees and corporate governance costs. Other operating expenses decreased as a result of our continued cost containment efforts.

The increase in selling, general and administrative expenses was primarily due to higher legal fees related to an ongoing legal matter, as well as increased franchise fees. Overall, our other operating expenses decreased as a result of our continued cost containment efforts.

Other Income, Net

For the ~~second~~third quarter of 2025, other ~~expense~~income, net ~~totaled~~was $249,000, consisting of $655,000 in interest ~~expense~~income ~~partially~~and ~~offset by~~ $46,000 in interest ~~income~~expense. This compares to other income, net of $1834,000 in the ~~second~~third quarter of 2024, which included a $2228,000 gain from the sale of equipment, consisting of $11,000 in interest income and $56,000 in interest expense. The increase in interest ~~expense~~income in 2025 reflects a higher average balance of ~~notes payable~~cash, ~~following~~cash ~~the~~equivalents ~~financing of new equipment in late 2024 to expand production capacity~~ and ~~streamline~~investments ~~operations. Interest income declined due to a lower average balance of cash and cash equivalents~~ compared to the same period in 2024.

For the ~~first~~nine ~~half~~months ofended September 30, 2025, other ~~expense~~income, net was $445,000, ~~comprised~~consisting of $1162,000 in interest ~~expense~~income and $717,000 in interest ~~income~~expense. InThis ~~contrast,~~compares ~~the~~to ~~first half of 2024 reflected~~ other income, net of $2963,000, ~~including~~which included a $3728,000 gain from the sale of equipment, consisting of $48,000 in interest income and $915,000 in interest expense. The increase in interest ~~expense~~income and ~~decrease~~ in interest ~~income~~expense in 2025 were ~~similarly~~ driven by a higher average balance of ~~notes~~cash, ~~payable~~cash equivalents and investments and a ~~lower~~higher average balance of ~~cash~~notes ~~and~~payable, respectively. The higher average balance of cash, cash equivalents and investments was driven by warrant exercise and ATM transactions in June and August 2025, ~~respectively~~while the higher average balance of notes payable relates to the financing of new equipment in late 2024 to expand production capacity and streamline operations.

Liquidity and Capital Resources

Liquidity

Since our inception, we have incurred significant operating losses related to our research and development activities and commercialization efforts, with a net loss of $1.3 million for the three months ended September 30, 2025, and we expect these losses to continue in the near term. ToAlthough ~~date~~sales of our product have increased over the last three years—56% in 2024, 17% in 2023, and 77% in 2022—we ~~have~~are ~~generated~~not ~~limited~~yet ~~revenue~~able ~~from~~to fund operations by product sales ~~and~~alone. We have primarily funded our operations to date through the sale of equity securities, including common stock and warrants to purchase common stock.

As of June 30, 2025, we had received net proceeds of $111.4 million from the issuance of common and preferred stock, warrant exercises, and convertible and other promissory notes. We have also generated an aggregate of $6.7 million in net product sales and $1.7 million in licensing fees. At the end of the period, we reported an accumulated deficit of $139.4 million and cash and cash equivalents totaling $6.1 million.

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As of September 30, 2025, we had received net proceeds of $117.0 million from the issuance of common and preferred stock, warrant exercises, and convertible and other promissory notes. We have also generated an aggregate of $7.3 million in net product sales and $1.7 million in licensing fees. At the end of the period, we reported an accumulated deficit of $140.7 million and cash and cash equivalents and short-term investments totaling $10.2 million.

Our long-term success depends on several key factors, including:

(i) successful commercialization and regulatory approval of our fertility control products and pipeline candidates;

(ii) market acceptance, commercial viability, and profitability of our products;

(iii) the ~~development~~ability ofto market our products and establish an effective sales force and marketing infrastructure to generate revenue;

(iv) the success of our ongoing research and development ~~programs~~efforts;

(v) our ability to attract and retain key personnel to develop, operate and grow our business; and

(vi) our ~~capacity~~ability to meet our ongoing working capital requirements.

Based on our current operating plan, we ~~believe~~expect that our cash and cash equivalents and short-term investments as of ~~June~~ September 30, 2025, combined with anticipated revenue and potential proceeds from future equity sales, will be sufficient to fund operations ~~through~~for atthe ~~least~~next ~~the~~12 ~~end~~months ofand ~~fiscal~~the ~~2027~~foreseeable future. WeWhile ~~continue~~we tohave ~~monitor~~evaluated and ~~adjust~~continue to evaluate our operating expenses and remain focused on the successful commercialization of our fertility control products both in the United States and abroad.

However, if our revenue or margin targets are not met, or if our expenses exceed projections, we may need to secure additional financing sooner than expected. If additional capital is required and we are unable to raise it through equity or debt offerings, we may need to take alternative actions that could negatively impact our business and our ability to continue as a going concern. Regardless, we anticipate needing additional capital to fund ongoing operating losses and research and development efforts before reaching profitability and may seek funding opportunistically. There is no guarantee that we will ever achieve profitability or positive cash flow. Without adequate financing on acceptable terms, we may be forced to delay, scale back, or discontinue commercialization and development activities—or cease operations entirely.

Potential Additional Funding Requirements

We expect our expenses to continue or increase in connection with our ongoing activities, particularly as we focus on marketing and sales of fertility control products. In addition, we will continue to incur costs associated with operating as a public company.

In particular, we expect to incur substantial and increased expenses as we:

•work to maximize market acceptance for, and generate sales of, our products, including by conducting field demonstrations for potential lead customers;

•explore strategic partnerships to enable us to penetrate additional target markets and geographical locations;

•manage the infrastructure for sales, marketing and distribution of fertility control products and any other product candidates for which we may receive regulatory approval;

•seek additional regulatory approvals for fertility control products, including to more fully expand the market and use for fertility control products and, if we believe there is commercial viability, for our other product candidates;

•further develop our manufacturing processes to contain costs while being able to scale to meet future demand of fertility control products and any other product candidates for which we receive regulatory approval;

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•continue product development of fertility control products and advance our research and development activities and, as our operating budget permits, advance the research and development programs for other product candidates;

•maintain and protect our intellectual property portfolio; and

•add operational, financial and management information systems and personnel, including personnel to support our product development and commercialization efforts and operations as a public company.

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We may need additional financing to fund these continuing and additional expenses.

Capital Resources

The following table summarizes our sources and uses of cash for each of the periods presented (in thousands):

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Cash and cash equivalents, beginning of period	$	1,307	$	5,395
Net cash provided by (used in):
Operating activities	(24,~~707~~086)		(34,~~416~~815)
Investing activities	(833,089)		(41)
Financing activities	713,~~538~~146		141,979
Increase (decrease) in cash and cash equivalents	45,~~748~~971		(32,~~443~~877)
Cash and cash equivalents, end of period	$	67,~~055~~278	$	12,~~952~~518

Cash Flows from Operating Activities—Cash flows from operating activities are generally determined by the amount and timing of cash received from customers and payments made to vendors, as well as the nature and amount of non-cash items, including depreciation and amortization and stock-based compensation included in operating results during a given period.

During the ~~six~~nine months ended ~~June~~September 30, 2025, operating activities used $24.71 million of cash, resulting from our net loss of $34.36 million and net changes in our operating assets and liabilities of $~~275~~75,000, partially offset by net non-cash charges of $~~299~~418,000, consisting primarily of stock-based compensation, depreciation and amortization and operating lease expenses. Our net loss was driven by costs related to our selling, general and administrative activities resulting from our continued efforts to commercialize our products, combined with research and development costs related to our continued efforts on formulations of new products and improvements to existing products. Net cash provided by changes in our operating assets and liabilities consisted of a net increase in accounts payable and accrued expenses of $~~194~~77,000 combined by decreases in prepaid expenses of $~~139~~64,000, inventory of $27,000 and ~~inventory~~other assets related to the return of facility deposits of $8322,000, partially offset by increase in accounts receivable of $~~141~~125,000.

During the ~~six~~nine months ended ~~June~~September 30, 2024, operating activities used $3.4.8 million of cash, resulting from our net loss of $3.4.9 million and net changes in our operating assets and liabilities of $~~245~~216,000, partially offset by non-cash charges of $~~245~~330,000, consisting primarily of stock-based compensation and depreciation and amortization expense. Our net loss was driven by costs related to our selling, general and administrative activities resulting from our efforts to commercialize our products, combined with costs related to our research and development efforts. Net cash used by changes in our operating assets and liabilities consisted primarily of increases in accounts receivable of $~~150~~121,000, inventory of $~~104~~85,000, and ~~prepaid~~ ~~expenses~~other assets related to the deposit on our new facility of $7636,000, partially offset by a decrease in prepaid expenses of $28,000 and an increase in accounts payable and accrued expenses of $884,000.

Cash Flows from Investing Activities—Cash flows used in investing activities ~~primarily~~ consist of held-to-maturity investment transactions, the purchase of property and equipment, ~~offset~~and by any proceeds received in connection with sales of property and equipment. ~~During~~For the ~~six~~nine months ended ~~June~~September 30, 2025 ~~and 2024~~, cash ~~flows~~ used in investing activities consisted of purchases of held-to-maturity investments totaling $3.0 million and property and equipment purchases of $125,000 compared to property and ~~was~~equipment ~~higher~~purchases inof ~~2025~~$69,000, partially offset by proceeds received in connection with the ~~April~~sale of property and equipment of $28,000 in the same period of 2024. The higher 2025 property and equipment purchases were related to our move into ~~our~~a new manufacturing facility with increased production capacity and corporate offices.

Cash Flows from Financing Activities—Financing activities provide cash for both day-to-day operations and capital requirements as needed. During the six months ended June 30, 2025, net cash provided by financing activities consisted of net proceeds received from the exercise of warrants of $4.9 million and from the issuance of common stock under our ATM Facility of $2.7 million, partially offset by repayments on notes payable of $28,000. During the six months ended June 30, 2024, net cash provided by financing activities consisted of proceeds received from notes payable of $25,000 and net proceeds received from the exercise of warrants of $6,000, partially offset by the repayment of notes payable of $17,000.

Warrant Inducement Transaction

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~~$0.125~~Cash ~~per~~Flows ~~share—totaling~~from ~~$274,000~~Financing Activities—inFinancing ~~consideration~~activities ofprovide ~~our~~cash ~~issuance,~~for inboth aday-to-day ~~private~~operations ~~placement,~~and ofcapital ~~new~~requirements ~~warrants~~as needed. ~~These~~During ~~new~~the ~~warrants~~nine ~~relate~~months toended 2September 30,~~188~~ 2025,~~308~~ ~~shares~~net ofcash ~~common~~provided ~~stock,~~by ~~have~~financing anactivities ~~exercise~~consisted ~~price~~ of ~~$5.25~~net ~~per~~proceeds ~~share,~~received ~~are~~from ~~immediately exercisable, and will expire 15 months after~~ the ~~effective~~exercise ~~date~~ of ~~the~~warrants ~~resale~~of ~~registration~~$10.5 million ~~statement~~and ~~covering~~from the ~~underlying~~issuance ~~shares.~~of ~~This~~common ~~Warrant~~stock ~~Inducement~~under ~~Transaction~~our ~~generated~~ATM ~~gross~~Facility ~~proceeds~~ of $62.3 7 million, ~~before~~partially ~~deducting~~offset ~~placement~~by ~~agent~~repayments ~~fees~~on ~~and~~notes ~~other offering expenses~~ payable byof us$42,000. InDuring ~~connection~~the ~~with~~nine ~~this~~months ~~transaction~~ended September 30, we2024, ~~issued~~net ~~placement~~cash ~~agent~~provided ~~warrants~~by tofinancing ~~purchase~~activities upconsisted ~~to 72,944 shares~~ of ~~common~~net ~~stock.~~proceeds ~~These~~received ~~placement~~from ~~agent~~the ~~warrants have an~~ exercise ~~price~~of warrants of $52.~~4219~~0 million ~~per~~and ~~share~~proceeds ~~and~~received ~~have~~from ~~terms~~notes ~~substantially~~payable ~~similar~~of to$25,000, ~~those~~partially ofoffset by the ~~new~~repayment ~~warrants~~of ~~issued~~notes topayable ~~the~~of ~~investors~~$29,000.

~~As a result of the~~ Warrant Inducement Transaction, we had approximately $11.2 million in cash and cash equivalents as of August 5, 2025, and we believe that our existing cash and cash equivalents will be sufficient to fund our operations and any capital expenditures through at least the end of fiscal 2027. If we have not yet achieved break-even or profitability by that point, our ability to continue as a going concern will depend on our ability to generate sufficient revenues, reduce operating costs, or obtain additional funding through equity or debt financings, strategic collaborations, or other arrangements.

On August 5, 2025, we completed a warrant inducement transaction resulting in the issuance of 1,458,872 shares of our common stock upon the exercise of certain existing warrants (the “Warrant Inducement Transaction”). The holders of such warrants agreed to exercise their existing warrants at the exercise price of $4.15 per share and pay a purchase price of $0.125 per share—totaling $274,000—in consideration of our issuance, in a private placement, of new warrants. These new warrants relate to 2,188,308 shares of common stock, have an exercise price of $5.25 per share, are immediately exercisable, and will expire 15 months after the effective date of the resale registration statement covering the underlying shares. This Warrant Inducement Transaction generated gross proceeds of $6.3 million, before deducting placement agent fees and other offering expenses payable by us. In connection with this transaction, we issued placement agent warrants to purchase up to 72,944 shares of common stock. These placement agent warrants have an exercise price of $5.4219 per share and have terms substantially similar to those of the new warrants issued to the investors.

As a result of this latest Warrant Inducement Transaction, we had $10.2 million in cash and cash equivalents and short-term investments as of September 30, 2025, and we believe that our existing cash and cash equivalents and short-term investments will be sufficient to fund our operations and any capital expenditures for the next 12 months and the foreseeable future. If we have not yet achieved break-even or profitability by that point, our ability to continue as a going concern will depend on our ability to generate sufficient revenues, reduce operating costs, or obtain additional funding through equity or debt financings, strategic collaborations, or other arrangements.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates as previously disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We periodically conduct evaluations (pursuant to Rule 13a-15(b) of the Exchange Act), under the supervision and with the participation of management, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this report.

These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be a party to certain legal proceedings, incidental to the normal course of business. For information regarding legal proceedings in which we are involved, see Note 10, Contingencies, in our Notes to Condensed Financial Statements in Part I, Item I of the Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes to our risk factors set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025.

Item 5. Other Information

During the quarter ended ~~June~~September 30, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

Item 6. Exhibits


Exhibit Number						Description

4.1*						Form of Series H Common Stock Purchase Warrant (Form 8-K filed July 1, 2025, Exhibit 4.1 (File no. 001-37941)).
4.2*						Form of Series I Common Stock Purchase Warrant (Form 8-K filed August 5, 2025, Exhibit 4.1 (File no. 001-37941)).
4.3*						Form of Placement Agent Warrant (Form 8-K filed July 1, 2025, Exhibit 4.2 (File no. 001-37941)).
4.4*						Form of Placement Agent Warrant (Form 8-K filed August 5, 2025, Exhibit 4.2 (File no. 001-37941)).
10.1*						Form of Inducement Letter (Form 8-K filed July 1, 2025, Exhibit 10.1 (File no. 001-37941)).
10.2*						Form of Inducement Letter (Form 8-K filed August 5, 2025, Exhibit 10.1 (File no. 001-37941)).
31.1						Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2						Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1						Section 1350 Certification of Chief Executive Officer.
32.2						Section 1350 Certification of Chief Financial Officer.
101.INS						Inline XBRL Instance Document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Incorporated by reference as indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SENESTECH, INC.
Date: August 7, 2025	By:	/s/ Joel L. Fruendt
Date: November 10, 2025	By:	/s/ Joel L. Fruendt
		Joel L. Fruendt
		President and Chief Executive Officer
Date: August 7, 2025	By:	/s/ Thomas C. Chesterman
Date: November 10, 2025	By:	/s/ Thomas C. Chesterman
		Thomas C. Chesterman
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary

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