SenesTech, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a 101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULED 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. __)

Check the appropriate box:

SenesTech, Inc.

(Name of Registrant as Specified in its Charter)

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

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 9, 2025

Dear Stockholder:

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

The Annual Meeting will be held for the following purposes:

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

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

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

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

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

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

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

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

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

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

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

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

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

Sincerely,

/s/ Joel L. Fruendt

Joel L. Fruendt

President and Chief Executive Officer

Surprise, Arizona

April 28, 2025

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