UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~ OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date of~~ACT ~~earliest~~OF ~~event reported): November 7, 2025~~1934

Date of Report (Date of earliest event reported): January 22, 2026

SenesTech, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware

~~001-37941~~

~~20-2079805~~

001-37941

20-2079805

(State or other jurisdiction of incorporation)

~~(Commission File Number)~~

~~(IRS Employer Identification No.)~~

(Commission File Number)

(I.R.S. Employer Identification No.)

13430 North Dysart Road, Suite 105


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

~~Surprise~~Registrant’s telephone number, ~~Arizona~~including ~~85379~~area code: (928) 779-4143

~~(Address of principal executive offices) (Zip Code)~~N/A

(~~928)~~Former ~~779-4143~~name or former address, if changed since last report)

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including area~~box ~~code)~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~☐ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below~~to ifRule 425 under the ~~Form~~Securities ~~8-K filing~~Act is(17 ~~intended~~CFR 230.425) ☐ Soliciting material pursuant to ~~simultaneously~~Rule ~~satisfy~~14a-12 under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14a-12) ~~under~~☐ ~~any~~Pre-commencement ofcommunications pursuant to Rule 14d-2(b) under the ~~following~~Exchange ~~provisions~~Act (~~see General~~17 ~~Instruction~~CFR A240.14d-2.(b)) ~~below~~☐ Pre-commencement communications pursuant to Rule 13e-4(c): under the Exchange Act (17 CFR 240.13e-4(c))

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.001 per Share

SNES

The Nasdaq Stock Market LLC

Common Stock, $0.001 par value

SNES

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~November~~January 722, ~~2025~~2026, inJoel ~~connection~~L. ~~with~~Fruendt, ~~Michael Edell’s~~the ~~previously~~President ~~announced~~and ~~appointment~~Chief asExecutive ~~our~~Officer ~~Interim~~of ~~Chief~~SenesTech, ~~Operating~~Inc. ~~Officer~~(the “Company”), wenotified ~~entered~~the ~~into~~Company anthat ~~employment~~he ~~offer~~will ~~letter~~be ~~agreement with~~retiring ~~Mr.~~from ~~Edell (~~the ~~“Employment~~Company, ~~Agreement~~including its Board of Directors (“Board”), toeffective ~~serve~~upon asthe ~~our~~earlier ~~Interim~~of ~~Chief~~(i) ~~Operating~~June ~~Officer~~30, ~~effective~~2026 ~~November 3,~~and ~~2025~~ (ii) the ~~“Commencement~~date ~~Date”)~~the Company appoints a successor Chief Executive Officer.

~~Under~~In ~~the~~connection ~~terms~~with ofhis ~~the Employment Agreement~~retirement, ~~Mr. Edell~~the ~~will~~Company ~~receive~~entered ~~$30,000~~into ~~per~~a ~~month,~~separation ~~less~~agreement ~~applicable~~with ~~taxes and withholdings.~~ Mr. ~~Edell~~Fruendt ~~will~~(the be“Separation ~~eligible~~Agreement”). Pursuant to ~~receive~~the ~~bonuses~~Separation Agreement, and subject to the ~~discretion~~Company’s ~~and~~receipt ~~approval~~ of ~~our~~an ~~Board~~effective ofrelease ~~Directors,~~and ~~for~~waiver ~~(i) Q4~~ of ~~2025~~claims infrom ~~an amount up to $25~~him,~~000,~~ ~~and~~Mr. ~~(ii)~~Fruendt Q1will ofbe ~~2026~~entitled ~~in an amount up~~ to ~~$30,000.~~receive Nothe ~~other~~following ~~forms~~severance of compensation, ~~including~~and ~~additional~~other ~~bonuses,~~benefits: ~~commissions,~~(1) orcash ~~equity~~severance ~~awards,~~benefits ~~will~~in bethe ~~provided~~form ~~unless~~of ~~specifically authorized~~continuation inof ~~writing~~his bybase ~~us.~~salary ~~Given~~through ~~the~~December ~~interim~~15, ~~and~~2026 ~~at-will~~(subject ~~nature~~to ofapplicable ~~Mr.~~withholdings); ~~Edell’s~~(2) ~~role,~~payment ~~Mr.~~or ~~Edell~~reimbursement ~~will~~of ~~not~~premiums ~~be eligible~~ for ~~company-sponsored benefits,~~health ~~including~~insurance ~~but~~coverage ~~not~~until ~~limited~~December ~~to health insurance~~31, ~~retirement~~2026; ~~plans,~~and ~~paid~~(3) ~~time~~acceleration ~~off,~~of orthe ~~other~~vesting ~~fringe~~of ~~benefits,~~the ~~except~~stock asoptions ~~required~~ held by ~~California~~Mr. ~~law~~Fruendt.

~~During~~On January 26, 2026, the ~~term~~Board appointed Jamie Bechtel as Interim Executive Chair of the ~~employment~~Company. ~~with~~As uscompensation, MrMs. ~~Edell~~ Bechtel will bereceive ~~restricted~~$247,500 ~~from~~per ~~competing~~year ~~with~~for ~~our~~her ~~business~~service as Interim Executive Chair of the Company, which is in addition to any other compensation she may receive as a member of the Board and any committees of the Board.

The ~~Employment~~foregoing ~~Agreement~~description ~~is effective as~~ of the ~~Commencement~~ ~~Date~~material ~~and~~terms ~~will continue for a period~~ of ~~six~~the ~~months~~Separation ~~thereafter,~~Agreement ~~unless~~does ~~sooner~~not ~~terminated.~~purport ~~Mr.~~to ~~Edell’s~~be ~~employment~~complete and is ~~strictly at-will,~~qualified ~~however,~~in weits ~~must~~entirety ~~provide~~by ~~Mr.~~reference ~~Edell~~to 60the ~~days’~~full ~~advance~~text ~~written~~of ~~notice (~~the ~~“Notice~~Separation ~~Period”)~~Agreement, ~~for~~ a ~~termination~~copy ~~without~~of ~~Cause~~which ~~(as defined in~~ the ~~Employment~~Company ~~Agreement).~~intends ~~We may, in our sole discretion, choose~~ to ~~relieve~~file ~~Mr.~~with ~~Edell~~the ofSecurities ~~his duties~~and ~~for~~Exchange usCommission ~~immediately,~~as ~~but Mr. Edell will remain~~ an ~~employee~~exhibit ~~and continue~~ to ~~be paid his regular salary during~~ the ~~Notice~~Company’s ~~Period. Mr.~~Annual ~~Edell~~Report ~~may~~on ~~also~~Form ~~terminate~~10-K ~~his employment~~ for ~~any reason upon 60 days’ advance written notice. Except as otherwise provided in~~ the ~~Employment~~fiscal ~~Agreement,~~year ~~Mr.~~ended ~~Edell~~December ~~will not be entitled to~~31, ~~nor eligible for, any severance pay, separation pay, or any other post-termination compensation~~2025.

The description of the Employment Agreement set forth above does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.SIGNATURE

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.


Date: January 28, 2026	SENESTECH, INC.

	By:
		Thomas C. Chesterman
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary

Exhibit Number		Exhibits
10.1		Employment Offer Letter by and between SenesTech, Inc. and Michael Edell dated November 7, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	SENESTECH, INC.
Date: November 14, 2025	By:	/s/ Thomas C. Chesterman
		Thomas C. Chesterman
		Executive Vice President, Chief Financial
		Officer, Treasurer and Secretary

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