SenesTech, Inc.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

Nature of Business

SenesTech, Inc. (referred to in this report as “SenesTech,” the “Company,” “we” or “us”) was incorporated in the State of Nevada in July 2004. In November 2015, we subsequently reincorporated in the State of Delaware. Our corporate headquarters and manufacturing site are in Surprise, Arizona. We have developed and are commercializing products for managing animal pest populations through fertility control. Our current products focus on rat and mouse populations, and are known as ContraPest®, Evolve® Rat and Evolve Mouse.

CONTRAPEST. ContraPest, our initial product, is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide and triptolide. ContraPest targets the reproductive systems of both male and female rats, is a highly palatable formulation, does not cause illness or changed behavior in rats, and leads to significant reductions in fertility and rat populations. Accordingly, ContraPest is an additional tool to use as part of an integrated pest management program.

As of the date hereof, ContraPest is registered in all 50 states and the District of Columbia (49 states and the District of Columbia have approved the removal of the Restricted Use Product designation), andtwo major U.S. territories, Puerto Rico and the U.S. Virgin Islands.

EVOLVE. The Evolve product line, which began in the form of Evolve Rat, launched in January 2024, and is currently our lead product. Evolve Rat is a soft bait product that is novel to the pest control industry and contains the active ingredient, cottonseed oil. Evolve Rat reduces fertility in both male and female rats. Additionally, its palatable formulation produces high acceptance for sustained consumption even when other sought-after food sources are present. Evolve Rat does not cause illness in rats and, therefore, it does not change behavior or result in bait aversion. By targeting the reproductive systems of both male and female rats, and with palatability promoting continued consumption, the use of Evolve Rat can lead to a sustained reduction of the rat population.

Evolve Rat meets the EPA’s minimum risk pesticide conditions under Section 25(b) of the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”). 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 is also made from food ingredients with tolerance exemptions for both food and nonfood applications, which allows it to be used in agricultural 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. As of the date hereof, we are authorized to sell Evolve Rat in 48 states and territories.

In May 2024, we launched Evolve Mouse, our latest iteration of the Evolve product line. Evolve Mouse is a modified version of our soft bait technology and contains the same active ingredient, cottonseed oil. Evolve Mouse limits reproduction of male and female mice and is also considered a minimum risk pesticide under Section 25(b) of FIFRA. As of the date hereof, we are authorized to sell Evolve Mouse in 37 states and territories.

Going Concern Substantial Doubt Alleviated

Our audited financial statements for the years ended December 31, 2025 and 2024 were prepared under the assumption that we would continue as a going concern. The report of our independent registered public accounting firm that accompanied our financial statements for the year ended December 31, 2024 contained a going concern qualification in which such firm expressed substantial doubt in our ability to continue as a going concern without additional capital becoming available, based on the financial statements at that time.

In connection with the preparation of our financial statements for the year ended December 31, 2025, management evaluated the Company’s ability to continue as a going concern in accordance with the Accounting Standards Update (“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 Company will be able to meet its obligations as they become due within one year after the issuance date of the financial statements.

As part of its evaluation, management assessed known events, trends, commitments, and uncertainties, including proceeds from recent financings. During 2025, the Company generated 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, 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Liquidity and Capital Resources

Since our inception, we have incurred significant operating losses related to our research and development activities and commercialization efforts and we expect these losses to continue in the near term. While we have generated revenue from product sales over the past few years, those revenues have not been sufficient to cover our operating costs. Accordingly, we have primarily funded our operations to date through the sale of equity securities, including warrant exercises, and product sales. As of December 31, 2025, we had an accumulated deficit of $142.5 million and cash and cash equivalents and short-term investments of $8.6 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 (if approved); (ii) market acceptance, commercial viability and profitability of our products and product; candidates (if approved) (iii) our ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development; (v) our ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs.

Based upon our current operating plan, we expect that our cash and cash equivalents and short-term investments of $8.6 million as of December 31, 2025, in combination with anticipated revenue will be sufficient to fund our current operations through approximately the second quarter of 2027. While we have evaluated and continue to evaluate our operating expenses and have focused our resources on the successful commercialization of fertility control products in the United States, additional financing may be needed in order to achieve our anticipated revenue and margin targets. If we are unable to raise necessary capital through the sale of our securities, credit facilities, sales of our products, government and foundation grants, third party collaborations, strategic alliances or from other sources or transactions, 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. If such capital 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.

Use of Estimates

The preparation of our financial statements and related disclosures in accordance with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different conditions.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance enhances the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid. We adopted ASU 2023-09 retrospectively as of December 31, 2025. Accordingly, the income tax disclosures for prior periods presented have been revised to conform to the 2025 presentation. The adoption of ASU 2023-09 did not have an impact on our financial position, results of operations, or cash flows, as the guidance affects disclosure requirements only.

There have been no other recent accounting pronouncements that we believe have a significant impact, or potential significant impact, to our financial statements.

Reclassification

To conform with the 2025 presentation, we have reclassified the non-cash operating lease benefit of $8,000 from the change in other assets in the statement of cash flows for the year ended December 31, 2024. This reclassification had no impact on our statement of operations and comprehensive loss for the year ended December 31, 2024.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Highly liquid investments with maturities of three months or less as the date of acquisition are classified as cash equivalents, of which we had $7.1 million and $1.0 million as of December 31, 2025 and 2024, respectively, included within Cash and cash equivalents in the balance sheets.

Short-term Investments

As of December 31, 2025, we held investments in U.S. Treasuries 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

Accounts receivable are recorded at invoiced amounts based on standard prices and do not bear interest. We provide an allowance for doubtful receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions, and a review of the current status of each customer’s trade accounts receivable. Provisions for uncollectible accounts receivable are charged to Selling, general and administrative expense, with an offsetting credit to the allowance for uncollectible accounts.

Inventories

Inventories consist of raw materials, work in progress and finished goods and are stated at the lower of cost or market value, using the first-in, first-out convention. Cost includes the acquired cost of raw materials, with work-in-progress and finished goods including the application of labor costs related to the manufacturing process. Raw materials are stocked to reduce the risk of impact on manufacturing for any potential supply interruptions or long lead times on certain ingredients.

Reserves for obsolete inventory consist of reserves primarily related to obsolete product containers and delivery systems.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Equipment held under finance leases are stated at the present value of minimum lease payments less accumulated amortization.

Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets as follows:

The cost of leasehold improvements is amortized over the life of the improvement or the term of the lease, whichever is shorter. Equipment held under finance leases are amortized over the shorter of the lease term or estimated useful life of the asset. The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require long-lived assets or asset groups to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated from the use of the asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, such as discounted cash flow models and the use of third- party independent appraisals. We have not recorded an impairment of long-lived assets since our inception.

Revenue Recognition

In accordance with Accounting Standards Codification (“ASC”) 606 —Revenue from Contracts with Customers(“ASC 606”), we recognize revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

We derive revenue primarily from commercial sales of products, net of discounts and promotions, as well as consulting and implementation services provided in conjunction with our product deployments. We recognize revenue when product is shipped at a fixed selling price with payment terms of 30 to 120 days from invoicing. We recognize any other revenue earned from pilot studies, consulting and implementation services upon the performance of specific services under the respective service contract.

Research and Development

Research and development costs are expensed as incurred. Research and development expenses primarily consist of salaries and benefits for research and development employees, stock-based compensation, consulting fees, lab supplies, costs incurred related to conducting scientific trials and field studies, regulatory compliance costs, as well as manufacturing costs associated with process improvement and other research. Research and development expenses include an allocation of facilities related costs, including depreciation of equipment.

Stock-based Compensation

Stock-based awards, consisting of stock options and restricted stock units expected to be settled in shares of our common stock, are recorded as equity awards. The grant date fair value of these awards is measured using the Black-Scholes option pricing model for stock options and grant date market value for restricted stock units. We expense the grant date fair value of our stock-based awards on a straight-line basis over their respective vesting periods.

Advertising Costs

Advertising costs are expensed as incurred and were $138,000 and $224,000 for the years ended December 31, 2025 and 2024, respectively.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities and net operating loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability and if it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. We currently maintain a full valuation allowance against our deferred tax assets.

We apply a more-likely-than-not recognition threshold for all tax uncertainties. Only those benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities are recognized. Based on our evaluation, we have concluded there areno significant uncertain tax positions requiring recognition in our financial statements.

We recognize interest and/or penalties related to uncertain tax positions in income tax expense. There areno uncertain tax positions as of December 31, 2025 or 2024 and as such, no interest or penalties were recorded in income tax expense.

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 all periods presented and a separate statement of comprehensive loss is not included in the accompanying financial statements.

NOTE 3: BALANCE SHEET COMPONENTS

Accounts Receivable, Net

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

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

Inventory

Inventory consisted of the following (in thousands):

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

Prepaid Expenses and Other Current Assets

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

Property and Equipment, Net

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

During the years ended December 31, 2025 and 2024, depreciation and amortization expense was $135,000 and $156,000, respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

Notes Payable

We have arranged financing for the purchase of certain equipment. These notes payable have a weighted average annual interest rate of 10.4% with a term offive years and are secured by the underlying equipment.

As of December 31, 2025, the future principal payments were as follows (in thousands):

NOTE 4: FAIR VALUE MEASUREMENTS

The accounting guidance for fair value, among other things, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The framework for measuring fair value consists of a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows:

Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3 —Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:

A. Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

B. Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

C. Income approach: Techniques to convert future amounts to a single present amount based upon market expectations, including present value techniques, option-pricing and excess earnings models.

Financial Instruments Not Carried at Fair Value

The carrying amounts of our financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities. The fair value of investments approximates cost due to their short-term nature and fixed interest rates. The estimated fair value of the long-term debt, not recorded at fair value, are recorded at cost or amortized cost, which was deemed to estimate fair value.

NOTE 5: LEASES

We determine if an arrangement is a lease at inception and whether the arrangement is classified as an operating or finance lease. At commencement of the lease, we record a right-of-use (“ROU”) asset and lease liability in the balance sheet based on the present value of lease payments over the term of the arrangement. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. If the implicit rate is not readily determinable in the contract, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Contract terms may include options to extend or terminate the lease, and, when we deem it is reasonably certain that we will exercise that option, it is included in the ROU asset and liability.

Operating leases reflect lease expense on a straight-line basis, while any finance leases result in the separate presentation of interest expense on the lease liability and amortization expense of the ROU asset.

In August 2024, we entered into an operating lease for a new location for our corporate headquarters and manufacturing and research operations. This operating lease commenced in April 2025 and expires in 2035. The previous operating lease for our corporate headquarters expired in November 2024 and the previous operating lease for our manufacturing and research operations expired in May 2025.

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

(1) Includes amounts related to leases with original terms of 12 months or less and our company has elected the short-term lease exemption.

(2) Includes amounts related to common area maintenance, property taxes and any other lease-related charges that vary based on usage or actual costs and are not included in the operating lease liability.

As of December 31, 2025, the maturities under the operating lease liability were as follows (in thousands):

NOTE 6: STOCK-BASED COMPENSATION

In 2018, our stockholders approved the adoption of the SenesTech, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan has since been amended and restated on certain occasions, most recently on June 23, 2023, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares of common stock.

Stock options 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 1- to 3-year period coinciding with their respective service periods, with terms generally often years. Certain stock option awards provide for accelerated vesting upon a change in control.

As of December 31, 2025, we had 32,266 shares of common stock available for issuance under the 2018 Plan.

Contingent Stock Options

On October 15, 2025, the Company’s Board of Directors approved the grant of stock options to purchase up to 420,000 shares of common stock to the Company’s Board members pursuant to a proposed amendment to the 2018 Plan (the “Contingent Stock Options”). The Board intends to propose to amend the 2018 Plan to increase the number of shares available for issuance thereunder to ensure that the Company has sufficient shares to attract, retain, and motivate key employees and directors.

The Contingent Stock Options have an exercise price of $4.05 per share, vest infour equal installments of 25% on each of January 15, 2026, April 15, 2026, July 15, 2026, and October 15, 2026, and have a contractual term expiring October 15, 2035. The grants are contingent upon stockholder approval of the amended 2018 Plan by October 15, 2026. If such approval is not obtained by that date, the Contingent Stock Options will be rescinded, terminated, and deemed void ab initio, as if the grant had never occurred.

As of December 31, 2025, the Contingent Stock Options remained outstanding in form. Under ASC 718, Compensation—Stock Compensation, a contingency is substantive if (i) achievement is not assured at the grant date; (ii) there is meaningful uncertainty about whether it will be met; (iii) failure is plausible, based on facts and circumstances; and (iv) the conditions requires performance outcomes. Accordingly, no accounting recognition was recorded because the arrangement did not meet the definition of a grant date under ASC 718 due to the substantive contingency of stockholder approval.

Stock Options

We measure the fair value of stock options with service-based vesting criteria to employees, directors and consultants on the date of grant using the Black-Scholes option pricing model. The Black-Scholes valuation model requires us to make certain estimates and assumptions, including assumptions related to the expected price volatility of our stock, the expected period during which the options will be outstanding, the rate of return on risk-free investments, and the expected dividend yield for our stock.

Fair value of options granted is determined using the Black-Scholes option-pricing model with the following weighted average assumptions:

The weighted average fair value of options granted during the years ended December 31, 2025 and 2024 was $3.08 and $2.73 per share, respectively. The risk-free interest rate is estimated using treasury bill interest rates. The expected dividend yield iszero as we have not paid any dividends to date and do not expect to pay dividends in the future. Expected volatility is estimated based on the historical volatility of our common stock over the expected term as this represents our best estimate of future volatility. We use the “simplified method” to estimate expected term. Under the simplified method, an option’s expected term is calculated as the time until expiration.

The stock option activity consists of the following, which excludes the Contingent Stock Options:

As of December 31, 2025, the unrecognized stock-based compensation cost was $162,000, which is expected to be recognized over a weighted average period of 1.7 years.

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

NOTE 7: INCOME TAXES

Our losses before income taxes for the years ended December 31, 2025 and 2024 were generated entirely from U.S. operations.

We haveno current or deferred provision for income taxes from continuing operations for the years ended December 31, 2025 and 2024.

The significant differences between the U.S. Federal statutory rate and our effective rate for financial reporting purposes are as follows:

Arizona represents the majority of the Company’s state and local income tax impact.

Deferred income tax assets and liabilities consist of the following (in thousands):

A valuation allowance has been recognized to offset the net deferred tax assets as realization of such deferred tax assets have not met the more likely than not threshold.

As of December 31, 2025, we had federal and state net operating loss carryforwards of approximately $103.0 million and $90.0 million, respectively, not considering the Internal Revenue Code Section 382 annual limitation discussed below. The federal loss carryforwards begin to expire in 2029, unless previously utilized. In addition, we have approximately $58.6 million of the total $103.0 million of net operating losses that do not expire, as these losses were generated after the law change introduced as part of the Tax Cuts and Jobs Act. The state net operating losses begin to expire if not utilized by 2045.

Additionally, the utilization of the net operating loss carryforwards could be subject to an annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and similar state tax provisions due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other tax attributes that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Sections 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. We have not conducted an analysis of an ownership change under Section 382. If we experience an ownership change, our use of our pre-change net operating losses and other tax attributes to offset post-change taxable income or taxes could be limited.

We didnot have any unrecognized tax benefits at the beginning and end of the years ended December 31, 2025 and 2024.

We file income tax returns in the United States and Arizona with general statutes of limitations of three and four years, respectively. Due to net operating losses incurred, our tax returns from 2005 to date are subject to examination by taxing authorities. Our policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. As of December 31, 2025, we hadno interest or penalties accrued related to uncertain tax positions.

NOTE 8: STOCKHOLDERS’ EQUITY

Preferred Stock

We are authorized to issue 10 million shares of preferred stock with a par value of $0.001 per share. Rights and any series designation would be established at time of issuance of preferred stock. As of December 31, 2025 and 2024 there wasno preferred stock outstanding.

Common Stock

We are authorized to issue 100 million shares of common stock with a par value of $0.001 per share. Stockholders of common stock have unlimited voting rights and are entitled to receive the net assets of the Company upon dissolution, subject to the rights of the preferred stockholders, if any.

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 and at our sole discretion, shares of our common stock in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “ATM Facility”). As of December 31, 2025, there was approximately $7.5 million of capacity available under the ATM Facility.

We had the following common stock transactions in 2025 and 2024:

ATM Facility. In 2025, we sold 854,660 shares of our common stock under the ATM Facility for gross proceeds of $3.0 million, before deducting offering expenses of $299,000. In 2024, we sold 15,051 shares of our common stock under the ATM Facility for gross proceeds of $44,000, before deducting offering expenses of $7,000. See prepaid equity offering costs under Prepaid Expenses and Other Current Assets in Note 2 for costs related to the ATM Facility, which are ratably netted against proceeds received based on stock sales.

August 2024. We issued 505,502 shares of our 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 “August 2024 Warrant Inducement”). The original warrants consisted of warrants exercisable for (i)48,911 shares of our common stock issued on August 24, 2023 with an exercise price of $86.40 per share and a remaining life of 2.1 years and (ii)456,591 shares of our common stock issued on November 29, 2023 with an exercise price of $13.00 per share and a remaining life of 2.5 years (collectively, the “Original Warrants”). The Original Warrants were exercised for $4.60 per share for gross proceeds of $2.3 million, before deducting $340,000 of issuance costs.

In connection with the August 2024 Warrant Inducement, new warrants to purchase a total of 1,036,279 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in August 2024 Private Inducementin Note 9.

March 2025. We issued 374,718 shares of our 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 warrants exercisable for (i)251,884 shares of our common stock issued on August 23, 2024 with an exercise price of $4.35 per share and a remaining life of 4.5 years and (ii)122,834 shares of our common stock issued on August 23, 2024 with an exercise price of $4.35 per share and a remaining life of 1.0 year (collectively, the “F-Series Original Warrants”). The F-Series Original Warrants were exercised for $2.90 per share for gross proceeds of $1.1 million, before deducting $250,000 of issuance costs.

In connection with the March 2025 Warrant Inducement, new warrants to purchase a total of 1,517,608 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in March 2025 Private Inducementin Note 9.

June 2025. We issued 1,458,872 shares of our common stock pursuant to the exercise of warrants as part of the June 2025 Warrant Inducement (as defined below). Certain warrant holders were induced to exercise warrants at the then 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 to purchase 40,000 shares of our common stock 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 $527,000 of issuance-related costs.

In connection with the June 2025 Warrant Inducement, new warrants to purchase a total of 1,531,816 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in June 2025 Private Inducement in Note 9.

August 2025. We issued 1,458,872 shares of our common stock pursuant to the exercise of warrants. Certain warrant holders were induced to exercise warrants at the then existing exercise price of $4.15 per share and pay a purchase price of $0.125 per share, or an aggregate purchase price of $274,000, in consideration of our issuance of new warrants with similar terms as the warrants that were induced to exercise (the “August 2025 Warrant Inducement”). Gross proceeds for warrants exercised in August 2025 was $6.3 million, before deducting $695,000 of issuance-related costs.

In connection with the August 2025 Warrant Inducement, new warrants to purchase a total of 2,261,252 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in August 2025 Private Inducement in Note 9.

NOTE 9: COMMON STOCK WARRANTS

The following is the activity for common stock warrants:

As of December 31, 2025, there were warrants to purchase 3,204,923 shares of our common stock outstanding, at a weighted-average exercise price of $7.50 per share, which expire as follows:

Common Stock Warrants Issued in August 2024 Private Inducement

In August 2024, in connection with the August 2024 Warrant Inducement discussed in Note 8, we issued warrants to purchase up to 1,011,004 shares of our common stock to the investor. These warrants were immediately exercisable with an exercise price of $4.35 per share, with warrants related to 571,318 shares of our common stock expiring in August 2029 (the “Series F-1 Warrants”) and warrants related to 439,686 shares of our common stock expiring in February 2026 (the “Series F-2 Warrants”). We estimated the fair value of the Series F-1 Warrants to be $1.9 million using a Black-Scholes model based on the following significant inputs: common stock price of $4.10 per share; volatility of 118%; term of 5 years; dividend yield of 0%; and risk-free rate of 3.6%. The fair value of the Series F-2 Warrants was estimated to be $1.2 million using the Black-Scholes model based on the following significant inputs: common stock price of $4.10 per share; volatility of 153%; term of 1.5 years; dividend yield of 0%; and risk-free rate of 4.1%.

In addition, we issued placement agent warrants to purchase up to 25,275 shares of our common stock. These placement agent warrants were exercisable immediately upon issuance, have an exercise price of $5.75 per share, and expire August 2029. We estimated the fair value of these warrants to be $83,000 using a Black-Scholes model based on the following significant inputs: common stock price of $4.10 per share; volatility of 118%; term of 5 years; dividend yield of 0%; and risk-free interest rate of 3.6%.

Common Stock Warrants Issued in March 2025 Private Inducement

In connection with the March 2025 Warrant Inducement discussed in Note 8, we issued warrants to purchase up to 1,498,872 shares of our common stock to certain investors. These warrants have an exercise price of $2.90 per share and are exercisable for 1.5 years from 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, we issued placement agent warrants to purchase up to 18,736 shares of our common stock. These placement agent warrants have an exercise price of $3.625 per share and are exercisable for 1.5 years from 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%.

Common Stock Warrants Issued in June 2025 Private Inducement

In connection with the June 2025 Warrant Inducement discussed in Note 8, we issued warrants to purchase up to 1,458,872 shares of our common stock to certain investors. These warrants have an exercise price of $4.15 per share and 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—%; and risk-free rate of 3.7%. These warrants were exercised in August 2025.

In addition, we issued placement agent warrants to purchase up to 72,944 shares of our common stock. These placement agent warrants have an exercise price of $3.781 per share and 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%.

Common Stock Warrants Issued in August 2025 Private Inducement

In connection with the August 2025 Warrant Inducement discussed in Note 8, we issued warrants to purchase up to 2,188,308 shares of our common stock to certain investors. These warrants have an exercise price of $5.25 per share and are exercisable for 1.3 years from the August 22, 2025 effective date of the resale registration statement covering the underlying shares. We estimated the fair value of these warrants to be $6.0 million 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 rate of 3.8%.

In addition, we issued placement agent warrants to purchase up to 72,944 shares of our common stock. These placement agent warrants have an exercise price of $5.4219 per share and are exercisable for 1.3 years from the August 22, 2025 effective date of the resale registration statement covering the underlying shares. 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%.

NOTE 10: 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 theone operating segment.

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

Significant Customers

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

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

NOTE 11: 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 any shares held in abeyance from the 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. Warrants and stock options are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share attributable to common stockholders because their effect would be anti-dilutive given the net loss reported for the years ended December 31, 2025 and 2024. Therefore, basic and diluted loss per share was the same for all periods presented.

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

NOTE 12: CONTINGENCIES

In December 2024, Liphatech Inc. (“Liphatech”) commenced an action against us in the United States District Court for the Eastern District of Wisconsin Division. The complaint alleged, 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 alleged that we breached a non-disclosure agreement that we had entered into with Liphatech. The complaint sought unspecified damages as well as injunctive relief. In March 2026, this matter was settled, see Note 14, Subsequent Events.

In addition to the matter 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.

NOTE 13: RELATED PARTY TRANSACTIONS

Related party transactions are conducted in the normal course of business and, unless otherwise noted, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. In connection with a consulting agreement an aggregate of $24,000 in cash payments were made during 2025 to Hustle and Flower LLC, of which a member of our board serves as chief executive officer. There wereno related party transactions for 2024.

NOTE 14: SUBSEQUENT EVENTS

Since December 31, 2025, we have issued 80,411 shares of common stock pursuant to the ATM Facility for gross proceeds of $182,000.

In March 2026, the parties in the Liphatech legal matter discussed in Note 12, Contingencies, have resolved all disputes between them in a manner satisfactory to all involved. All litigation has been dismissed and cannot be reinstated.

We have evaluated subsequent events from the balance sheet date through March 12, 2026, the date at which the financial statements were issued, and determined that there were no other items that require adjustment to or disclosure in the financial statements.