SenesTech, Inc.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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FY2025 · Filed Mar 13, 2026
SNES$1.03-9.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements and Schedules
Financial Statements are listed in the Index to Financial Statements on page F-1 of this Annual Report on Form 10-K.
All schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because of the absence of the conditions under which they are required or because the information required is shown in the financial statements or notes above.
(b) Exhibit Listing
| ExhibitNumber | Description |
| (3) | Articles of Incorporation and Bylaws |
| 3.1* | Amended and Restated Certificate of Incorporation of SenesTech, Inc. (Incorporated by reference to Exhibit 3.1 to SenesTech, Inc.’s Form 10-K filed March 17, 2020 (File no. 001-37941)). |
| 3.1(a)* | Certificate of Designation of the Series C Preferred Stock of SenesTech, Inc. (Incorporated by reference to Exhibit 3.1 to SenesTech, Inc.’s Form 8-K filed August 26, 2022 (File no. 001-37941)). |
| 3.1(b)* | Certificate of Amendment to Amended and Restated Certificate of Incorporation of SenesTech, Inc. (Incorporated by reference to Exhibit 3.1(a) to SenesTech, Inc.’s Form 8-K filed November 15, 2022, (File no. 001-37941)). |
| 3.1(c)* | Certificate of Amendment to Amended and Restated Certificate of Incorporation of SenesTech, Inc. (Incorporated by reference to Exhibit 3.1(a) to SenesTech, Inc.’s Form 8-K filed November 15, 2023, (File no. 001-37941)). |
| 3.1(d)* | Certificate of Amendment to Amended and Restated Certificate of Incorporation of SenesTech, Inc. (Incorporated by reference to Exhibit 3.1(a) to SenesTech, Inc.’s Form 8-K filed July 23, 2024 (File no. 001-37941)). |
| 3.2* | Amended and Restated Bylaws of SenesTech, Inc. (Incorporated by reference to Exhibit 3.5 to SenesTech, Inc.’s Registration Statement on Form S-1 filed September 21, 2016 (File no. 333-213736)). |
| 3.2(a)* | Amendment No. 1 to the Amended and Restated Bylaws of SenesTech, Inc., dated June 16, 2021 (Incorporated by reference to Exhibit 3.2 to SenesTech, Inc.’s Form 8-K filed June 17, 2021 (File no. 001-37941)). |
| (4) | Instruments defining the rights of security holders, including indentures |
| 4.1* | Description of Securities (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 10-K/A filed April 21, 2020 (File no. 001-37941)). |
| 4.2* | Form of the Registrant’s Common Stock certificate (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Registration Statement on Form S-1 filed October 7, 2016, (File no. 333-213736)). |
| 4.3* | Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 8-K filed October 27, 2020 (File no. 001-37941)). |
| 4.4* | Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed February 2, 2021 (File no. 001-37941)). |
| 4.5* | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to SenesTech, Inc.’s Form 8-K filed February 2, 2021 (File no. 001-37941)). |
| 4.6* | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 8-K filed March 23, 2021 (File no. 001-37941)). |
| 4.7* | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.24 to SenesTech, Inc.’s Registration Statement on Form S-1/A filed November 15, 2022 (File no. 333-267991)). |
| 4.8* | Form of SenesTech, Inc. Stock Option Grant Notice and Stand-Alone Option Agreement under SenesTech, Inc.'s 2018 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Registration Statement on Form S-8 filed February 10, 2023 (File no. 333-269686)). |
| 4.9* | Form of SenesTech, Inc. Restricted Stock Unit Grant Notice and Stand-Alone Restricted Stock Unit Agreement under SenesTech, Inc.'s 2018 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 4.3 to SenesTech, Inc.’s Registration Statement on Form S-8 filed February 10, 2023 (File no. 333-269686)). |
| 4.10* | Form of Series C Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.28 to SenesTech, Inc.’s Form 8-K filed April 12, 2023 (File no. 001-37941)). |
| 4.11* | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.29 to SenesTech, Inc.’s Form 8-K filed April 12, 2023 (File no. 001-37941)). |
| 4.12* | Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.33 to SenesTech, Inc.’s Form 8-K filed August 21, 2023 (File no. 001-37941)). |
| 4.13* | Form of Series D Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.34 to SenesTech, Inc.’s Form 8-K filed November 29, 2023 (File no. 001-37941)). |
| 4.14* | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.37 to SenesTech, Inc.’s Form 8-K filed November 29, 2023 (File no. 001-37941)). |
| 4.15* | Form of Series F-1 Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 8-K filed August 23, 2024 (File no. 001-37941)). |
| 4.16* | Form of Series F-2 Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed August 23, 2024 (File no. 001-37941)). |
| 4.17* | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to SenesTech, Inc.’s Form 8-K filed August 23, 2024 (File no. 001-37941)). |
| 4.18* | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed March 11, 2025 (File no. 001-37941)). |
| 4.19* | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed July 1, 2025 (File no. 001-37941)). |
| 4.20* | Form of Series I Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to SenesTech, Inc.’s Form 8-K filed August 5, 2025 (File no. 001-37941)). |
| 4.21* | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to SenesTech, Inc.’s Form 8-K filed August 5, 2025 (File no. 001-37941)). |
| (10) | Material Contracts |
| 10.1*+ | Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.6 to SenesTech, Inc.’s Registration Statement on Form S-1 filed September 21, 2016 (File no. 333-213736)). |
| 10.2*+ | Employment Offer Letter by and between SenesTech, Inc. and Thomas Chesterman dated November 20, 2015 (Incorporate by reference to Exhibit 10.9 to SenesTech, Inc.’s Registration Statement on Form S-1 filed September 21, 2016 (File no. 333-213736)). |
| 10.3* | Form of Securities Purchase Agreement, dated as of January 27, 2021 (Incorporated by reference to Exhibit 10.1 to SenesTech, Inc.’s Form 8-K filed February 2, 2021 (File no. 001-37941)). |
| 10.4* | Form of Registration Rights Agreement, dated as of January 27, 2021 (Incorporated by reference to Exhibit 10.2 to SenesTech, Inc.’s Form 8-K filed February 2, 2021 (File no. 001-37941)). |
| 10.5*+ | Form of SenesTech, Inc. Stock Option Grant Notice and Option Agreement (Incorporated by reference to Exhibit 10.23A to SenesTech, Inc.’s Form 8-K filed October 14, 2022 (File no. 001-37941)). |
| 10.6*+ | Form of SenesTech, Inc. Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.23B to SenesTech, Inc.’s Form 8-K filed October 14, 2022 (File no. 001-37941)). |
| 10.7*+ | Employment Letter Agreement between SenesTech, Inc. and Joel Fruendt dated November 9, 2022 (Incorporated by reference to Exhibit 10.24 to SenesTech, Inc.’s Form 8-K filed November 14, 2022 (File no. 001-37941)). |
| 10.8*+ | At The Market Offering Agreement, dated as of June 20, 2024, by and between SenesTech, Inc. and H.C. Wainwright & Co., LLC (Incorporated by reference to Exhibit 1.1 to SenesTech, Inc.’s on Form 8-K filed on June 20, 2024 (File no. 001-37941)). |
| 10.9*+ | SenesTech, Inc. 2018 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 10.1 to SenesTech, Inc.’s Form 8-K filed July 15, 2024 (File no. 001-37941)). |
| 10.10* | Standard Industrial/Commercial Multi-Tenant Lease, between the Company and E&V Investments, LLC, dated as of July 17, 2024 (Incorporated by reference to Exhibit 10.1 to SenesTech, Inc.’s Form 10-K filed March 13, 2025 (File no. 001-37941)). |
| 10.11*+ | Employment Letter Agreement between SenesTech, Inc. and Michael Edell dated November 3, 2025 (Incorporated by reference to Exhibit 10.1 to SenesTech, Inc.’s Form 8-K filed November 14, 2025 (File no. 001-37941)). |
| 10.12+ | Transition Agreement between SenesTech, Inc. and Joel Fruendt dated January 22, 2026. |
| (19) | Insider Trading Policies and Procedures |
| 19.1* | SenesTech, Inc. Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to SenesTech, Inc.’s Form 10-K filed March 13, 2025 (File no. 001-37941)). |
| (21) | Subsidiaries of the Registrant |
| 21.1 | List of Subsidiaries of the Registrant. |
| (23) | Consents of Experts and Counsel |
| 23.1 | Consent of Independent Registered Public Accounting Firm M&K CPAS, PLLC. |
| (31) | Rule 13a-14(a)/15d-14(a) Certifications |
| 31.1 | Certification of Chief Executive Officer. |
| 31.2 | Certification of Chief Financial Officer. |
| (32) | Section 1350 Certifications |
| 32.1 | Certifications of Chief Executive Officer and Chief Financial Officer. |
| (97) | Policy Relating to Recovery of Erroneously Awarded Compensation |
| 97.1* | SenesTech, Inc. Executive Officer Clawback Policy (Incorporated by reference to Exhibit 97.1 to SenesTech, Inc.’s Form 10-K/A filed April 29, 2024 (File no. 001-37941)). |
| (101) | Interactive Data File |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 104.1 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
- Incorporated by reference as indicated.
- Indicates a management contract or compensatory plan or arrangement.
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