SenesTech, Inc.

NOTE 1: BASIS OF PRESENTATION

Nature of Business

SenesTech, Inc. (subsequently referred to in this report as “we,” “us,” “our,” or “our company”) was incorporated in the state of Nevada in July 2004. In November 2015, we 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, under the brand family Rodent Birth Control TM.

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.

ContraPest is registered in all 50 states and the District of Columbia (49 states and the District of Columbia have approved the restricted use pesticide designation) 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 U.S. Environmental Protection Agency’s (“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 formulated using acceptable food-based ingredients that are exempt from the requirement of a tolerance under the Federal Food, Drug, and Cosmetic Act (“FFDCA”), supporting its use 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 agencies. We are authorized to sell Evolve Rat in 47 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 capability of both male and female mice and is also considered a minimum risk pesticide under Section 25(b) of FIFRA. We are authorized to sell Evolve Mouse in 37 states and territories.

Liquidity and Capital Resources

Since our inception, we have incurred significant operating losses related to our research and development and commercialization efforts and we expect these losses to continue in the near term. We have not generated sufficient revenue to date from product sales to cover operating expenses and have primarily funded our operations through the sale of equity securities, including common stock and warrants to purchase common stock. As of June 30, 2026, we had an accumulated deficit of $146.4 million and cash and cash equivalents of $5.1 million.

Our ultimate, long-term success depends upon the outcome of a combination of factors, including the following: (i) successful commercialization of our fertility control products and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of our fertility control products and other products; (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 at June 30, 2026, in combination with anticipated revenue, will be sufficient to fund our current operations through the end of the first quarter of fiscal 2027. Because that period is less than one year from the date these financial statements are issued, management evaluated our ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements—Going Concern. Management's plans include growing revenue, managing operating expenses, and raising additional capital, including through sales of equity securities under our ATM Facility, and management believes these plans alleviate the substantial doubt that would otherwise exist regarding the Company’s ability to continue as a going concern. 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 will be needed in order to fund our operating losses before achieving our revenue and margin targets and becoming profitable and generating positive cash flows. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate our commercialization and development efforts, sell certain assets, or discontinue operations, or we may be required to take other measures that could impair our ability to be successful and operate as a going concern.

Condensed Financial Statements

Our accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with the U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of June 30, 2026, and our operating results and cash flows for the six month periods ended June 30, 2026 and 2025. The accompanying financial information as of December 31, 2025 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments require additional disclosures in the notes to the financial statements that disaggregate certain expense captions presented on the face of the income statement. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.

The Company is currently evaluating the disclosure requirements of the new guidance and any related changes to its financial reporting processes. Because the amendments affect disclosure only, the Company does not expect adoption of ASU 2024-03 to have a material impact on its financial position, results of operations, or cash flows, although adoption is expected to result in additional disclosures in the notes to its financial statements.

There have been no new accounting pronouncements that are not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The significant estimates in our financial statements include the valuation of inventory, common stock warrants and stock-based awards, such as stock options and restricted stock units. Actual results could differ from such estimates.

Advertising Costs

Advertising costs are expensed as incurred and were $42,000 and $34,000 for the three months ended June 30, 2026 and 2025, respectively, and $65,000 and $57,000 for the six months ended June 30, 2026 and 2025, respectively.

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

NOTE 2: BALANCE SHEET COMPONENTS

Cash and Cash Equivalents

Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $4.9 million and $7.1 million as of June 30, 2026 and December 31, 2025, respectively, included within cash and cash equivalents in the condensed balance sheets.

Short-term Investments

From time-to-time we have held investments in U.S. Treasuries, which are 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 condensed balance sheet.

Accounts Receivable, Net

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

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

Inventory

Inventory consisted of the following (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):

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

Notes Payable

We have financing arrangements related to the purchase of certain equipment. The notes payable for that certain equipment have a weighted average annual interest rate of 10.4% with original terms offive years and are secured by the underlying equipment.

As of June 30, 2026, future principal payments were as follows (in thousands):

NOTE 3: FAIR VALUE MEASUREMENTS

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. Notes payable and operating lease liability are measured at amortized cost, which approximates fair value based on current market rates and terms.

NOTE 4: LEASES

We have an operating lease arrangement for our corporate offices and manufacturing and research operations that extends through 2035.

The components of lease cost were 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 June 30, 2026, the maturities under the operating lease liability were as follows (in thousands):

NOTE 5: STOCK-BASED COMPENSATION

In 2018, our stockholders approved the adoption of the SenesTech, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), which provides for the issuance of stock-based instruments, such as stock options or restricted stock units, to employees or consultants as deemed appropriate. The 2018 Plan has since been amended and restated on certain occasions, most recently on June 9, 2026, when our stockholders approved an increase to the total number of authorized shares to 1,407,071 shares. As of June 30, 2026, we have 189,120 shares of common stock available for issuance under the 2018 Plan.

Currently, only stock options are outstanding under the 2018 Plan, which 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 12- to 36-month 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.

Contingent Stock Options

On October 15, 2025, the Company’s Board of Directors (the “Board”) approved the grant of stock options to purchase up to 420,000 shares of common stock to the Board members pursuant to a proposed amendment to the 2018 Plan (the “Contingent Stock Options”). The Board approved an amendment to the 2018 Plan, which was submitted to the stockholders of the Company for approval at the 2026 annual meeting of stockholders, 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. In May 2026, prior to the 2026 annual meeting of stockholders, the Contingent Stock Options were voluntarily forfeited by each recipient.

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

Because a grant date, as defined in ASC 718, Compensation—Stock Compensation, would not have occurred unless and until the stockholders approved the amendment to the 2018 Plan, and because each recipient voluntarily forfeited the Contingent Stock Options, which were immediately canceled by the Company prior to the stockholder vote, no grant date was established and, accordingly, no stock-based compensation expense was recognized with respect to these awards.

Stock Options

The following table presents the outstanding stock option activity:

(1) Includes options related to 603 shares that are inducement awards and not granted under the 2018 Plan.

The weighted average grant date fair value of options granted during the three- and six-month periods ended June 30, 2026 was $1.38 per share based on the following assumptions used in the Black-Scholes option pricing model:

The expected volatility assumption is based on the calculated volatility of our common stock at the date of grant based on historical prices over the most recent period commensurate with the term of the award. The expected dividend yield assumption is based on our history and expected dividend payouts: we have not paid, and do not expect to pay dividends. The expected term assumption is calculated based on the mid-point between the vesting date and the end of the contractual term according to the simplified method as described in SEC Staff Accounting Bulletin 110 because we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The risk-free interest rate assumption is determined using the U.S. treasury yields for bonds with a maturity commensurate with the term of the award.

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

The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee.

As of June 30, 2026, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $1.4 million, which will be recognized over a weighted average period of 1.7 years, assuming the service period required for vesting is met.

NOTE 6: STOCKHOLDERS’ EQUITY

Activity in equity during the three- and six-month periods ended June 30, 2026 and 2025 was as follows (dollars in thousands):

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 at our sole discretion, in transactions that are deemed to be “at-the-market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock (“ATM Facility”). During the six months ended June 30, 2026, we have sold 80,411 shares of common stock under this ATM Facility for gross proceeds of $182,000, before deducting offering expenses of $9,000. As of June 30, 2026, there is capacity under the ATM Facility of approximately $7.3 million.

NOTE 7: COMMON STOCK WARRANTS

The following table presents the common stock warrant activity:

NOTE 8: 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, including any prefunded warrants and shares held in abeyance from the date of issuance. Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding used in the basic loss per share calculation, adjusted for the effect of potentially dilutive securities outstanding during the period, as determined using the treasury stock method, if dilutive.

For all periods presented, the Company incurred net losses. As a result, all potentially dilutive securities, including stock options and warrants, were excluded from the computation of diluted loss per share because their inclusion would have been anti-dilutive. Accordingly, basic and diluted loss per share were the same for each period presented.

The following potentially dilutive securities outstanding were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive:

NOTE 9: 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 withinone operating segment.

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

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

Amazon’s concentration reflects the Company’s sales through Amazon’s marketplace, where Amazon serves as the settlement counterparty for a large volume of individual consumer transactions. Accordingly, this concentration does not reflect dependence on a single end customer but rather the aggregation of numerous consumer purchases.

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

While Amazon represented approximately 56% of accounts receivable at June 30, 2026, the Company believes the related credit risk is limited. Amounts due from Amazon arise from a high volume of direct-to-consumer transactions that are settled under Amazon’s standard payment terms, with collections occurring on a frequent and predictable basis. As a result, the quarter-end receivable balance primarily reflects the timing of routine settlement activity rather than extended customer credit exposure. Accordingly, management does not believe the increased concentration results in a material increase in collection risk.

Although increased sales through Amazon increase the concentration of accounts receivable at period end, management believes the related collection risk is limited due to Amazon’s established settlement process. The Company continues to diversify its revenue through its own direct-to-consumer website, distributor relationships, and other sales channels and therefore does not believe the quarter-end receivable concentration is indicative of undue customer credit risk.

NOTE 10: RELATED PARTIES

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. During the three and six month periods ended June 30, 2026, consulting fees of $25,000 and $42,000, respectively, were incurred in connection with services provided by Hustle and Flower LLC, of which a member of our Board serves as chief executive officer. Such services were reviewed and approved by the Audit Committee pursuant to its charter and the Company’s related party transaction policy as applicable. There wereno related party transactions during the three and six month periods ended June 30, 2025.

NOTE 11: CONTINGENCIES

In December 2024, Liphatech Inc. (“Liphatech”) commenced an action against us in the United States District Court for the Eastern District of Wisconsin. The complaint alleged, among other things, breach of contract, misappropriation of trade secrets, unfair competition and unjust enrichment. These claims were 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, the parties to this legal matter resolved all disputes between them in a manner satisfactory to all involved and the matter was settled. All litigation has been dismissed and cannot be reinstated.

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 12: SUBSEQUENT EVENTS

Since June 30, 2026, we have issued 120,116 shares of common stock pursuant to the ATM Facility for gross proceeds of $182,000.

We have evaluated subsequent events from the balance sheet date through August 5, 2026, the date at which the condensed financial statements were issued, and determined that there were no other items that require adjustment to or disclosure in the condensed financial statements.