SenesTech Inc

The statements contained in this Annual Report on Form 10-K that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 Annual Report on Form 10-K, 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 Annual Report on Form 10-K include statements regarding:

•our belief the most effective, long-term way to manage rats is by using a combination of tools that work together to magnify the efficacy of the pest management protocol;

•our belief that our field research demonstrates more than 90% reduction in rat populations when added to an integrated pest management (“IPM”) with sustained population suppression;

•our belief that we can achieve our goal for fertility control to be standard tool utilized in pest management in IPM programs across all verticals;

•our belief that maintaining a fertility control program reduces the reproduction and therefore the risk of future population spikes of rodent populations, known as the rebound effect;

•our belief that the size of the rat control market is sufficient for our near-term focus;

•our belief that ContraPest® or Evolve TM are novel in the pest control industry;

•our belief that the use of Evolve can lead to sustained reductions of the rat populations;

•our belief that first and second generation anti-coagulant rodenticides will come under increased scrutiny for non-target exposure and bioaccumulation impacts on non-target species as they travel up the food chain and their use is being restricted or banned in select areas across the United States and globally;

•our belief that the pest industry in the United States has demonstrated a reluctance to adopt new technologies;

•our belief that Evolve qualifies for exemption from registration as a minimum risk pesticide under the United States Environmental Protection Agency’s (the “EPA’s”) Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b);

•our belief that our internal production capabilities allow us to meet our current and anticipated demand through 2025 and beyond;

•our belief that ContraPest or Evolve consumption should not cause rats to become ill or change their behavior, which reduces risks of non-target species exposure;

•our belief that non-registered products being sold online that claims to control rodent reproduction are not competitive products;

•our plan to continue to utilize various forms of stock-based awards to hire, retain and motivate talented employees, consultants and directors;

•our expectation that our expenses may continue and to increase in connection with our ongoing activities, particularly as we advance our commercialization activities;

•our ability to obtain and maintain regulatory approval for our product and product candidates;

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

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

•the success of our research and development;

•our belief that our technology can be applied to other mammalian species;

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

•our ability to meet our working capital needs;

•our belief that our competitive position could be harmed if we fail to obtain or protect our intellectual property rights;

•our belief that our intellectual property rights may not adequately protect our business, or permit us to maintain our competitive advantage;

•our belief that our technology may be found to infringe third party intellectual property rights;

•our belief that product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop;

•our belief that reverse stock splits may decrease the liquidity of the shares of our common stock;

•our belief that our share price is volatile, which could subject us to securities class action litigation and your investment in our securities could decline in value;

•our belief that if securities or industry analysts, or other sources of information, do not publish research, or publish inaccurate or unfavorable research or other information about our business, our stock price and trading volume could decline;

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

•our plans for our business, including for research and development;

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

•developments and projections relating to our projects, competitors and our industry, including legislative developments and impacts from those developments.

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 II of in this Annual Report on Form 10-K. 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 regain and maintain compliance with Nasdaq Capital Market’s (“Nasdaq’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 Securities and Exchange Commission (the “SEC”), including this Annual Report on Form 10-K.

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 Annual Report on Form 10-K reflect our views as of the date of this Annual Report on Form 10-K 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.