TABLE OF CONTENTS

SENESTECH, INC.

PROXY STATEMENT

FOR THE 2021 ANNUALSPECIAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

General

The enclosed proxy is being solicited by the boardour Board of directors of SenesTech, Inc., a Delaware corporation (the “Company”),Directors for use at the 2021 annual meeting of stockholders (the “AnnualSpecial Meeting,”) to be held on Thursday, June 24, 2021Wednesday, October 12, 2022 at 12:10:00 noon, mountain standarda.m., local time, andor at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of AnnualSpecial Meeting of Stockholders.

Due to the ongoing public health impact of the novel coronavirus COVID-19 outbreak, this year’s Annual The Special Meeting will be a virtual meeting conducted solely via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SNES2021. You will not be able to attend the Annual Meeting in person. See “How Do I Attend the Annual Meeting” below for more details.

Ourheld at our principal executive offices are located at 23460 N. 19^thAvenue, Ave., Suite 110, Phoenix, AZ 85027 and theArizona 85027. Our telephone number at suchour principal executive offices is (928) 779-4143.779-4143. As used in this proxy statement, “we,” “us,” “our” and the “Company”“our company” refer to SenesTech, Inc.

, a Delaware corporation.

On or about May 4, 2021,September            , 2022, we are mailing to stockholders entitled to vote at the AnnualSpecial Meeting, a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copycopies of this proxy statement. The Notice contains instructions on how to access those documents over the Internet, which are available at http://senestech.investorroom.com/. The Notice also contains instructions on how to request a paper copy of our proxy materials, including thisSpecial Meeting and proxy statement and a form of proxy card or voting instruction card.are also available online at www.proxyvote.com.

The Company is incorporated under Delaware law, which specifically permits electronically transmitted proxies, provided that the transmission set forth or be submitted with information from which it can reasonably be determined that the transmission was authorized by the stockholder. The electronic voting procedures provided for the Annual Meeting are designed to authenticate each stockholder by use of a control number to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

Record Date and Outstanding Shares

Only stockholders of record at the close of business on April 27, 2021 (the “September 8, 2022, or the record date,”) are entitled to receive notice of and to vote at the AnnualSpecial Meeting. Our only outstanding voting securities are shares of common stock, $0.001 par value.value (“Common Stock”), and shares of Series C Preferred Stock, $0.001 par value (“Series C Preferred Stock”). As of the record date,            12,164,713 shares of our common stockCommon Stock were issued and outstanding, which shares of common stock areCommon Stock were held by approximately            703stockholders of record, and            shares of our Series C Preferred Stock were issued and outstanding, which shares of Series C Preferred Stock were held by approximately            stockholders of record.

Stockholders Entitled to Vote at the Special Meeting

How Do I AttendHolders of record of our Common Stock and our Series C Preferred Stock as of the Annual Meeting?close of business on the record date will be entitled to notice of and to vote at the Special Meeting and at any adjournments or postponements thereof. Holders of record of shares of our Common Stock have the right to vote on all matters brought before the Special Meeting. Holders of record of shares of our Series C Preferred Stock have the right to vote only on the Reverse Stock Split Proposal and the Adjournment Proposal. Holders of our Common Stock and Series C Preferred Stock will vote on the Reverse Stock Split Proposal and the Adjournment Proposal as a single class. Notwithstanding the foregoing, holders of outstanding shares of our Series C Preferred Stock will only be entitled to vote such shares on the Reverse Stock Split Proposal and the Adjournment Proposal to the extent that such shares have not been automatically redeemed in the Initial Redemption (as defined below).

You do not need to attend the Special Meeting to vote your shares. Instead, you may vote your shares by marking, signing, dating and returning the enclosed proxy card or voting through the Internet or by telephone.

This year’s AnnualVoting Rights of the Stockholders

Each share of our Common Stock outstanding as of the record date is entitled to one vote per share on all matters properly brought before the Special Meeting. As previously announced on August 26, 2022, our Board of Directors declared a dividend of one one-thousandth (1/1,000th) of a share of Series C Preferred Stock for each outstanding share of Common Stock to stockholders of record of our Common Stock on September 5, 2022. The holders of Series C Preferred Stock have 1,000,000 votes per whole share of Series C Preferred Stock (i.e., 1,000 votes per one one-thousandth of a share of Series C Preferred Stock) and are entitled to vote with the Common Stock, together as a single class, on the Reverse Stock Split Proposal and the Adjournment Proposal, but are not otherwise entitled to vote on the other proposals to be presented at the Special Meeting. Notwithstanding the foregoing, each share of Series C Preferred Stock redeemed pursuant to the Initial Redemption (as defined below) will have no voting power with respect to the Reverse Stock Split Proposal and the Adjournment Proposal or any other matter. Unless otherwise provided on any applicable proxy, when a holder of Common Stock submits a vote on the Reverse Stock Split Proposal and the Adjournment Proposal, the corresponding number of shares of Series C Preferred Stock (or fraction thereof) held by such holder will be automatically cast in the same manner as the vote of the share of Common Stock (or

fraction thereof) in respect of which such share of Series C Preferred Stock (or fraction thereof) was issued as a dividend is cast on the Reverse Stock Split Proposal and the Adjournment Proposal or such other matter, as applicable, and the proxy or ballot with respect to shares of Common Stock held by any holder on whose behalf such proxy or ballot is submitted will be deemed to include all shares of Series C Preferred Stock (or fraction thereof) held by such holder. Holders of Series C Preferred Stock will not receive a separate ballot or proxy to cast votes with respect to the Series C Preferred Stock on the Reverse Stock Split Proposal and the Adjournment Proposal or any other matter brought before the Special Meeting. For example, if a stockholder holds 10 shares of Common Stock (entitled to one vote per share) and votes in favor of the Reverse Stock Split Proposal, then 10,010 votes will be recorded in favor of the Reverse Stock Split Proposal, because the stockholder’s shares of Series C Preferred Stock will automatically be voted in favor of the Reverse Stock Split Proposal alongside such stockholder’s shares of Common Stock.

All shares of Series C Preferred Stock that are not present in person or by proxy at the Special Meeting as of immediately prior to the opening of the polls at the Special Meeting will be a virtual only meeting conducted solely via live webcast.

To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/SNES2021 and use the sixteen-digit control number included on your Notice or your proxy card to enter the meeting. The live webcast will begin at 12:00 noon, mountain standard time, on June 24, 2021. We encourage you to access the virtual meeting platform at least 15 minutes priorautomatically redeemed (the “Initial Redemption”). Any outstanding shares of Series C Preferred Stock that have not been redeemed pursuant to the start time. If you doInitial Redemption shall be redeemed in whole, but not have a sixteen-digit control number, you will still be able to accessin part, at the webcast as a guest, but you will not be able to vote your shares or ask a question during the meeting.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) running the most updated versionclose of applicable software and plugins. Participants should ensure they have a strong WiFi connection wherever they intend to participate in the meeting. Further instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, will be postedbusiness on the virtualearlier of (i) the business day established by the Board of Directors in its sole discretion, automatically and effective on such time and date, or (ii) the first business day following the date on which the Corporation’s stockholders approve the Reverse Stock Split Proposal at any meeting website.

We will have technicians ready to assist you with any technical difficulties you may have accessingof stockholders held for the virtual meeting. Technical support will be availablepurpose of voting on the virtual meeting platform beginning at 11:30 a.m., mountain standard time, on the day of the meeting and will remain available until the meeting has finished.Reverse Stock Split Proposal.

Can I Submit Questions During the Annual Meeting?

If you wish to submit a question during the Annual Meeting, visit www.virtualshareholdermeeting.com/SNES2021, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those relating to employment, products or services or suggestions for product innovations may not be considered pertinent to meeting matters and therefore may not be answered.

How Do I Vote?

To Vote

Whether you plan to attend the AnnualSpecial Meeting or not, we urge you to submit your voting instructions by proxy. Voting by proxy will not affect your right to attend the AnnualSpecial Meeting. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the boardour Board of directors’Directors’ recommendations as noted below. If you neither submit by proxy nor vote your shares during the AnnualSpecial Meeting, your shares will not be voted if you are a registered stockholder. If your shares are held in street name, your broker, bank or other holder of record may vote your shares on certain “routine” matters. See “Quorum; Abstentions; Broker Non-Votes;Non-Votes; Results” below for more information.

If your shares are registered directly in your name through our stock transfer agent, Transfer Online, or you have stock certificates registered in your name, you may vote:

•        By mail.    If you received a proxy card by mail, you can have your shares voted by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with our Board of Directors’ recommendations as noted below.

•        In person at the Special Meeting.    If you attend the Special Meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the Special Meeting.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. eastern daylight timeEastern Time on June 23, 2021.

October 11, 2022.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers.

Revocability of Proxies

If you give us your proxy, you may change or revoke it at any time before the AnnualSpecial Meeting. You may change or revoke your proxy in any one of the following ways:

•        if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;

•        by submitting your proxy by the Internet or by telephone as instructed above;

•        by notifying the Corporate Secretary of our company in writing before the Special Meeting that you have revoked your proxy; or

The Company has•        by attending the Special Meeting in person and voting in person. Attending the Special Meeting in person will not in and of itself revoke a previously submitted proxy. You must specifically request at the Special Meeting that it be revoked.

Solicitation

We have retained Alliance Advisors, LLC (“Alliance”) to act as a proxy solicitor for the annual meeting.Special Meeting. We have agreed to pay Alliance $7,000,Advisors, LLC $          , plus reasonable out-of-pocketout-of-pocket expenses, for proxy solicitation services and, if needed, additional fees for telephone solicitation. All related costs will be borne by us. We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. Proxies may also be solicited by certain of our directors, officers or administrative employees without the payment of any additional consideration. Solicitation of proxies may be made by mail, by telephone, by email, in person or otherwise.

Stockholders of Record and “Street Name” Holders

Where shares are registered directly in the holder’s name, that holder is the stockholder of record with respect to those shares. If shares are held by an intermediary, meaning in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered the stockholder of record as to those shares. Those shares are said to be held in “street name” on behalf of the beneficial owner of the shares. Street-nameStreet-name holders generally cannot directly vote their shares and must instead instruct the broker or other nominee how to vote their shares using the voting instruction form provided by that broker or other nominee. Many brokers also offer the option of giving voting instructions over the internet or by telephone. Instructions for giving your vote as a street-namestreet-name holder are provided on your voting instruction form.

Quorum; Abstentions; Broker Non-Votes; Results

At the AnnualSpecial Meeting, an inspector of elections will determine the presence of a quorum and tabulate the results of the voting by stockholders. A quorum exists when holders of a majorityone-third (1/3) of the stock issued and outstanding shares of stockand entitled to vote are present in person by remote communication, if applicable, or represented by proxy. A quorum is necessary for the transaction of business at the AnnualSpecial Meeting.

Broker non-votesnon-votes can occur as to shares held in street name. Under the current rules that govern brokers and other nominee holders of record, if a street-namestreet-name holder does not give instructions to its broker or other nominee, such broker or other nominee will be able to vote such shares only with respect to proposals for which the broker or other nominee has discretionary voting authority, i.e., “routine” matters under The Nasdaq Stock Market LLC, (“or Nasdaq,”) rules. A “broker non-vote”non-vote” occurs when a broker or other nominee submits a proxy for the AnnualSpecial Meeting but does not vote on a particular proposal because such broker or other nominee either does not exercise its discretionary voting authority or does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

The only “routine” proposalproposals you are being asked to vote on at the AnnualSpecial Meeting isare the ratification of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 3). The other proposals concerning the election of directors (Proposal No. 1)Reverse Stock Split Proposal and the amendment to the Company’s 2018 EquityAdjournment Proposal. The Incentive Plan (the “2018 Plan”) to increase the available number of shares (Proposal No. 2) areProposal is considered “non-routine” matters,a “non-routine” matter, which means that your bank or broker will not be permitted to vote your shares on any of the other proposalssuch Incentive Plan Proposal at the AnnualSpecial Meeting unless you provide proper voting instructions. Accordingly, stockholders are urged to give their bank or broker instructions on voting their shares on all matters.

Abstentions and broker non-votesnon-votes are treated as shares present for the purpose of determining whether there is a quorum for the transaction of business at the AnnualSpecial Meeting.

We intend to publish final voting results of the AnnualSpecial Meeting in a Current Report on Form 8-K,8-K, which we expect will be filed within four business days of the AnnualSpecial Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K8-K within four business days after the AnnualSpecial Meeting, we intend to file a Current Report on Form 8-K8-K to publish results as to matters for which we have final votes and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K8-K to publish the final results.

Required Votes and Voting

Each holder of common stockCommon Stock is entitled to one vote for each share held.

The holders of Series C Preferred Stock have 1,000,000 votes per whole share of Series C Preferred Stock (i.e., 1,000 votes per one one-thousandth of a share of Series C Preferred Stock) and are entitled to vote with the Common Stock, together as a single class, on the Reverse Stock Split Proposal and the Adjournment Proposal, but are not otherwise entitled to vote on the other proposals to be presented at the Special Meeting.

Assuming that a quorum is present at the AnnualSpecial Meeting, the following votes will be required:

All shares entitled to vote and represented by properly executed, unrevoked proxies received before the AnnualSpecial Meeting will be voted at the AnnualSpecial Meeting in accordance with the instructions given on those proxies. If no instructions are given on a properly executed proxy, the shares represented by that proxy will be voted “FOR” each proposal listed above.

the Reverse Stock Split Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal.

If any other matters are properly presented for consideration at the AnnualSpecial Meeting, which may include, for example, a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the enclosed proxy and acting thereunder will have discretion to vote on those matters as they deem advisable. We do not currently anticipate that any other matters will be raised at the AnnualSpecial Meeting.

Deadlines for Receipt of Stockholder Proposals

Pursuant to our Amended and Restated Bylaws, because this is a Special Meeting of Stockholders and we are not electing directors, our stockholders may not propose business to be brought at the Special Meeting.

StockholderAs previously stated in our proxy statement filed with the SEC on April 29, 2022, stockholder proposals may be included in our proxy statement and form of proxy for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in Rule 14a-814a-8 under the Securities Exchange Act of 1934, as amended, (the “or the Exchange Act,”), regarding the inclusion of stockholder proposals in company-sponsoredcompany-sponsored proxy materials. For a stockholder proposal to be considered timely pursuant to Rule 14a-814a-8 for inclusion in our proxy statement and form of proxy for the annual meeting to be held in 2022,2023, we must receive the proposal at our principal executive offices, addressed to our Secretary, no later than December 31, 2021.2022. Any proposals received after such date will be considered untimely. Submitting a stockholder proposal does not guarantee that it will be included in our proxy statement and form of proxy.

In addition, a stockholder proposal that is not intended for inclusion in our proxy statement and form of proxy under Rule 14a-814a-8 (including director nominations) shall be considered “timely” as calculated in accordance with Rule 14a-4(c)14a-4(c) under the Exchange Act, and may be brought before the 20222023 annual meeting of stockholders provided that we receive information and notice of the proposal addressed to our Secretary at our principal executive offices, no earlier than February 14, 202213, 2023 and no later than March 16, 2022.

15, 2023.

Further, our Amended and Restated Bylaws, (the “as amended, or Bylaws,”) provide that only such business shall be conducted at an annual meeting of stockholders as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought in accordance with Section 2.4 of our Bylaws.

All notices of stockholder proposals, whether or not intended to be included in our proxy materials, should be in writing and sent to our principal executive offices, located at: SenesTech, Inc., 23460 N. 19^thAvenue, Ave., Suite 110, Phoenix, AZArizona 85027, Attention: Secretary.

PROPOSAL ONE
APPROVAL OF AMENDMENT
TO OUR AMENDED AND RESTATED CHARTER
TO EFFECT A REVERSE STOCK SPLIT

Background and Proposed Amendment

If you want to receive a paper copyOur Amended and Restated Certificate of these proxy materials, including any documents incorporated herein by reference but excluding exhibits to the Annual Report on Form 10-K,Incorporation, as amended for the fiscal year ended December 31, 2020 (our “2020 Annual Report”(the “Charter”), you may request one at no costcurrently authorizes us to you by writing to: SenesTech, Inc., 23460 N. 19^th Avenue, Suite 110, Phoenix, AZ 85027, Attention: Secretary.issue a total of 110,000,000 shares of stock, consisting of 100,000,000 shares of Common Stock, and 10,000,000 shares of Preferred Stock, of which 20,000 shares have been designated Series C Preferred Stock.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

Our Bylaws provide that the authorized number of directors of the Company are fixed by the board of directors from time to time. The board of directors has set the size of the board at nine directors. If for any reason directors are not elected at the annual meeting of stockholders, they may be elected at any special meeting of the stockholders that is duly called and held for that purpose in the manner provided by the Bylaws.

Currently, the board of directors is divided into three classes, and directors in each class are elected to serve a three-year term. The term of the current Class II directors expires at the Annual Meeting. The term of the Class III directors expires at ourOn August 26, 2022, annual meeting and the term of the Class I directors expires at our 2023 annual meeting. A director serves in office until a successor is duly elected and qualified, unless the director is removed, resigns or, by reason of death or other cause, is unable to serve in the capacity of director. Any additional directorships resulting from an increase in the number of directors would currently be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the total number of directors.

Set forth below is certain information regarding the director nominees and each of the incumbent directors whose terms will continue following the Annual Meeting.

Nominees for Director

The board of directors has nominated Jamie Bechtel, Delphine François Chiavarini and Phil Grandinetti III as Class II directors. The current Class II directors will stand for re-election at the Annual Meeting subject to election for a three-year term expiring atstockholder approval, our 2024 annual meeting.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the election of Dr. Bechtel, Ms. Chiavarini and Mr. Grandinetti to the board of directors. Each of these individuals has indicated that he or she will serve if elected. We do not anticipate that any of these nominees will be unable or unwilling to stand for election, but if that occurs, all proxies received may be voted by the proxy holders for another person nominated by the board of directors. As there are three nominees, proxies may be voted for up to three persons.

Nominees and Continuing Directors

The names and certain information as of the record date about the nominees and each director continuing in office after the Annual Meeting are set forth below.

Director Nominees

Jamie Bechtel, JD, Ph.D. was elected to the board of directors in January 2018. Dr. Bechtel is the co-founder and a board member of New Course, an organization focused on women-led conservation initiatives, and founder and chief executive officer of Kito Impact Foundation, a non-profit focused on integrating corporate social responsibility into small and medium sized businesses. Before founding Kito Impact Foundation and New Course, Dr. Bechtel worked for seven years at Conservation International, where she worked in over 20 countries including Costa Rica, Fiji, Mexico, and South Africa. Dr. Bechtel was also an advisor to the Clinton Global Initiative. Dr. Bechtel holds a Ph.D. from Boston University, a law degree from Boston College and a bachelor’s degree from Boston University. We believe that Dr. Bechtel is qualified to serve as a member of our board of directors because she is a highly regarded leader in international conservation, and her work has led to strategic advances in the fields of conservation, sustainable finance and biology.

Delphine François Chiavarini was elected to the board of directors in June 2018. Ms. Chiavarini is vice president and general manager of U.S. at Moen, a faucet manufacturing company. She joined Moen in June 2017 and is responsible for developing strategies for profitable growth, increasing Moen’s market share and ensuring winning execution in the U.S. market. Before joining Moen, from August 2014 to June 2017, Ms. Chiavarini was senior vice president and general manager Food and Beverage North America at Ecolab, a global leader in water, hygiene and energy technologies and services that protect people and vital resources. She also held several executive positions with Newell Brands, where she was responsible for leadership in brand and business transformation through impactful P&L management, strategic planning and change management. Prior to Newell, Ms. Chiavarini spent time in sales and marketing in the luxury goods and retail sectors, spanning B2C and B2B in multiple geographies and categories. Ms. Chiavarini earned both a bachelor’s and a master’s degree from Audencia Business School in Nantes, France, and attended executive programs at The University of Chicago Booth School of Business and the Wharton School of the University of Pennsylvania. We believe that Ms. Chiavarini is qualified to serve as a member of our board of directors because of her experience developing strategies for profitable growth and her experience as an executive at multiple companies.

Phil Grandinetti III was appointed to the board of directors on November 5, 2020. Mr. Grandinetti co-founded WITHit after eight years as VP of Sales at LightWedge—a global e-book, e reader and tablet accessories brand. All told, Grandinetti has spent the last 18 years in a leadership role for consumer products companies, including serving as Sr. VP of Sales for GSM Products in Oceanside, CA. As co-founder of WITHit, he was instrumental in launching the company’s line of Wearable Tech Accessories in 2014. WITHit products are sold through the largest and most influential retailers in the US with retail partners including Walmart, Target, Best Buy, Sam’s Club, QVC, HSN, Kohl’s, and Barnes & Noble. Mr. Grandinetti joined GSM Products as the U.S. Director of Sales and was quickly promoted to VP of Worldwide Sales, leading the company into Canada, Mexico, U.K., and the Pacific Rim. Within a year, he was promoted again to Sr. VP Worldwide Sales. During his tenure at GSM, the company realized unprecedented growth under Grandinetti’s guidance. Mr. Grandinetti has a J.D. from the University of San Diego School of Law and is licensed in the State of California, as well as a B.A. from the University of Iowa in Economics and Political Science. We believe that Mr. Grandinetti is qualified to serve as a member of our board of directors because of his experience with retail sales and marketing and the development and commercialization of new products.

Vote Required

If a quorum is present, the nominees for election to the board of directors receiving the greatest number of votes cast “FOR” the election of the directors by the shares represented at the Annual Meeting will be elected to the board of directors for a three-year term.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE BOARD’S CLASS II DIRECTOR NOMINEES LISTED ON THE PROXY CARD.

Continuing Directors

Marc Dumont was elected to our board of directors in January 2016. Mr. Dumont is owner, chair and chief executive officer of Chateau de Messey Wineries in Burgundy, France, a wine producer, a position he has held since March 1995. Mr. Dumont served as the president of PSA International SA (a PSA Peugeot Citroen Group company) from January 1981 to March 1995. Prior to that, he held various positions for Chrysler Corporation in Detroit, Mexico City and London. He is an international financial consultant and advisor for clients in Europe and Asia, as well as the United States. He has served as the Chair of Sanderling Ventures (a European affiliate of a U.S. venture capital firm) since 1996. In the past, Mr. Dumont has served as director of Finter Bank Zurich, Irvine Sensors Corporation and Novalog Corporation in Costa Mesa, CA, NUKO Information Systems Inc. in San Jose, CA, and Banque Internationale in Luxembourg, all of which were public companies. Mr. Dumont holds a degree in Electrical Engineering and Applied Economics from the University of Louvain, Belgium and an MBA from the University of Chicago. We believe Mr. Dumont is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, international business development and operations, and his experience as a past director of other public and private companies.

K.C. Kavanagh was appointed to the board of directors on November 5, 2020. Ms. Kavanagh is a C-level communications leader. A current member of Bacardi Limited’s Global Leadership Team and formerly a member of the 12-person Senior Leadership Team of Starwood Hotels & Resorts, K.C. has significant experience leading global communications efforts across 150+ countries, including a deep understanding of emerging markets like China, India, and the Middle East. Ms. Kavanagh has led communications teams that have played an outsized role in influencing corporate culture, innovation, brand positioning, unit growth, and financial results. During her time at Starwood, Ms. Kavanagh was a key member of the M&A team and a leader of the Company’s integration team during a high-profile merger with Marriott International, delivering sensitive and transparent communications internally and externally.

An experienced speechwriter and seasoned 24/7 crisis manager, she has managed global-scale crises, beginning with the events of 9/11, when she was tasked by Starwood’s Board to spearhead a new 60-person Crisis Management Team that strengthened protocols, operations, and communications globally. Adept at taking complex strategies and making them understandable and exciting across a diverse and global employee population, Ms. Kavanagh has helped create cultures that embrace change centered on technology, globalization, and lifestyle brands. We believe that Ms. Kavanagh is qualified to serve as a member of our board of directors because of her experience in communications, marketing, branding and public relations as well as her superior leadership skills.

Jake Leach was appointed to the board of directors on November 5, 2020. As the Chief Technology Officer at Dexcom, Mr. Leach is responsible for the leadership of scientific research, engineering, product development, and project management. He oversees the development of next generation products and leads a large organization of people and his teams are responsible for delivering best in class glucose monitoring technology paired with an exceptional user experience. Mr. Leach joined Dexcom in March 2004 to lead the development of sensor electronics which were part of the first generation Dexcom system. He has served in various roles within Dexcom including Senior Vice President of R&D, Senior Director of R&D, and Manager of Engineering. From 1996 to 2004, Mr. Leach held positions in research and development at MiniMed and subsequently Medtronic Diabetes, focusing on the development of glucose sensing systems. Mr. Leach holds a Bachelor of Science degree in Electrical Engineering with a minor in Biomedical Engineering from the University of California, Los Angeles. We believe that Mr. Leach is qualified to serve as a member of our board of directors because of his R&D and innovative technology experience coupled with his commitment to quality and extensive knowledge of domestic and international regulatory requirements.

Kenneth Siegel was appointed to our board of directors in February 2019 and appointed Chief Executive Officer in May 2019. Mr. Siegel has over 25 years of experience as an executive and senior leader of major corporations. From December 2016 to November 2018, Mr. Siegel served in key leadership roles at Diamond Resorts International Inc., a global vacation ownership company, most recently as President since March 2017. Prior to Diamond Resorts, he served as Chief Administrative Officer and General Counsel of Starwood Hotels & Resorts, a branded lifestyle hospitality company. An instrumental member of the Starwood leadership team, Mr. Siegel was intimately involved in Starwood’s emergence as an industry leader before its acquisition by Marriott International in 2016. Part of Mr. Siegel’s role included leading Starwood’s Corporate Social Responsibility Programs. He introduced industry-leading initiatives in sustainability, energy and water conservation and education. He implemented numerous programs to reduce the Company’s impact on the planet and became a passionate advocate for methods that could be both effective and environmentally sustainable. Prior to joining Starwood in 2000, Mr. Siegel spent four years as the Senior Vice President and General Counsel of Cognizant Corporation and its successor companies. Mr. Siegel has a bachelor’s degree from Cornell University and a juris doctorate degree from New York University. We believe that Mr. Siegel is qualified to serve as a member of our board of directors because of his experience and knowledge in all facets of corporate operations and governance, including business, operational, corporate finance, mergers and acquisitions, marketing and branding gained as a senior executive of major public corporations.

Matthew Szot was elected to our board of directors in December 2015 and has served as Chair of our Audit Committee since then. Since March 2010, he has served as the chief financial officer of S&W Seed Company, a Nasdaq-listed agricultural seed technology company. Since September 2020, Mr. Szot has served on the board of directors and as Chair of the Audit and Compensation committees of INVO Bioscience, Inc., a Nasdaq-listed medical device company. From June 2018 to August 2019, Mr. Szot served on the board of directors and as Chair of the Audit Committee of Eastside Distilling, Inc. a Nasdaq-listed craft spirits company. From February 2007 until October 2011, Mr. Szot served as the chief financial officer for Cardiff Partners, LLC, a strategic consulting company that provided executive financial services to various publicly traded and privately held companies. From 2003 to December 2006, Mr. Szot served as chief financial officer and secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. From 1996 to 2003, Mr. Szot was a Certified Public Accountant with KPMG and served as an Audit Manager for various publicly traded companies. Mr. Szot has a Bachelor of Science degree in Agricultural Economics/Accountancy from the University of Illinois, Champaign-Urbana and is a Certified Public Accountant in the State of California. We believe that Mr. Szot is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, mergers and acquisitions and corporate governance, as well as other operational, financial and accounting matters gained as a past and present chief financial officer and director of other public and private companies.

Executive Officers

The names and certain information about our executive officers as of the record date are set forth below:

Mr. Siegel’s biographical details are set out under the heading “Continuing Directors” above.

Thomas Chesterman joined our company in September 2015 and has served as our Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary since December 2015. He has over 25 years of experience as the chief financial officer of a public company in the life science, technology and telecommunications industries. Most recently, he was the vice president and treasurer of General Communication Inc., a telecommunications company in Alaska, from 2013 to 2015. Previously, he was the chief financial officer of life science companies Bionovo Inc. from 2007 to 2012, Aradigm Corp. from 2002 to 2007 and Bio-Rad Laboratories, Inc. from 1996 to 2002. Mr. Chesterman is adept at a variety of capital market access techniques and has significant experience in developing the operational and financial infrastructures in companies to help support successful and rapid growth. Mr. Chesterman earned a bachelor’s degree from Harvard University and an M.B.A. from the University of California at Davis.

Steven Krause, Ph.D. joined our company in February 2020 as Executive Vice President, Sales and Marketing. Mr. Krause has over 25 years of experience in the agriculture and public health pest management markets worldwide. He has held a variety of positions in sales, marketing, and business management at Paramount Pest, Abbott Labs and Valent BioSciences Corporation, most recently serving from January 2014 until February 2020 as Director, Global Public Health and Forest Business Unit at Valent BioSciences Corporation, a provider of technologies and products for the agricultural, public health, forestry and household markets. Mr. Krause has significant experience integrating new biorational-based product solutions into operational programs. As a specialist in integrated pest management, he spearheaded a program with the World Health Organization to launch a new class of pesticide to the global B2B and B2G vector control markets. He is a recipient of Abbott’s Summit Award for sales excellence, and his team was recognized for halting transmission of the Zika virus in Miami with a Chicago Innovation Award 2017. Mr. Krause earned a BS from James Madison University, an MS from the University of Delaware, a Ph.D. from the University of Wisconsin and an MBA from Loyola University Chicago.

Kim Wolin joined our company as a marketing technologist in May 2013, and in May 2014 was appointed executive vice president of operations. From January 2009 to May 2013, she was a vice president, branch sales and service manager of Sunwest Bank, a community bank located in Flagstaff, Arizona. From November 1996 to December 2009, Ms. Wolin held the positions of assistant vice president, branch manager and Licensed Financial Advisor at Wells Fargo Bank. She has owned and operated Creative Net Solutions, a website design and hosting business, since 1994. From 1984 to 1992, Ms. Wolin owned and operated Kodas Produce Market, a health food and organic produce store in Oakland, California. Ms. Wolin earned a bachelor’s degree in Psychology from the State University of New York at Buffalo in 1977.

CORPORATE GOVERNANCE

Board of Directors Leadership Structure

Our Corporate Governance Principles provideapproved an amendment to our boardCharter to effect a reverse stock split (the “Reverse Stock Split”) of directors with flexibility in determining the appropriate leadership structure for the Company. Our boardour issued and outstanding Common Stock by a ratio of directors has elected to separate the roles of Chief Executive Officernot less than 1-for-5 and Chairnot more than 1-for-20. The exact ratio of the Board. These positions are currently heldReverse Stock Split will be set within this range as determined by Kenneth Siegel, our Chief Executive Officer, and Jamie Bechtel, our Chair of the Board. The board of directors believes that a leadership structure that separates these roles is appropriate for the Company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership and managing our business, while the Chair of the Board provides guidance to the Chief Executive Officer, sets the agendas for and chairs board meetings, presides over executive sessions of the independent directors, establishes priorities and procedures for the work of the full board of directors and provides information to the members of our board of directors in advance of such meetings.

Board of Directors Role in Risk Oversight

Oneits sole discretion prior to the time of the key functionsReverse Stock Split and will be publicly announced by us prior to the effective time.

The primary goal of the Reverse Stock Split is to increase the per share market price of our board of directorsCommon Stock to meet the minimum per share bid price requirements for continued listing on The Nasdaq Capital Market. The Reverse Stock Split is informed oversight of our risk management process. Our board of directors doesnot intended as, and will not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also has the responsibility to issue guidelines and policies to govern the process by which risk assessment and management is undertaken and to monitor compliance with legal and regulatory requirements. Our compensation committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking.

Director Independence

Generally, under the continued listing requirements and rules of Nasdaq, independent directors must comprise a majorityeffect of, a listed company’s board of directors. Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that Dr. Bechtel, Ms. Chiavarini and Ms. Kavanagh, and Messrs. Dumont, Leach, Grandinetti and Szot are independent within the meaning of Nasdaq listing standards and that none of such directors has any relationship with the Company that would interfere with the exercise of their independent business judgment. The board also determined that Kenneth Siegel, our current Chief Executive Officer, is not independent. Accordingly, a majority of our directors are independent, as required under applicable Nasdaq rules. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock“going private transaction” covered by each non-employee director.

Additionally, in determining the independence of Dr. Bechtel, the board of directors considered her position as the chief executive officer of Kito Impact Foundation, which received $50,400 from the Company in fiscal year 2020 for consulting services. These consulting services include partnership development and positioning services, with a focus on the Company’s strategic agenda.

There are no arrangements or understandings between any director or nominee and any other person or entity other than the Company pursuant to which the director or nominee receives compensation in connection with that person’s candidacy or service as a director.

Standing Committees and Attendance

The board of directors held a total of eight meetings during 2020. All directors attended more than 75% of the aggregate of the meetings of the board of directors and committees thereof, if any, upon which such director served during the period for which the director has been a director or committee member during 2020. The independent directors meet in executive session from time to time.

Our board of directors utilizes an audit committee, a compensation committee, and a nominating and corporate governance committee as standing committees comprised solely of independent board members. In 2020, the audit committee held four meetings, the compensation committee held five meetings and the nominating and corporate governance committee held seven meetings. Information about these standing committees is set forth below.

Our board of directors forms ad hoc committees from time-to-time to assist the board in fulfilling its responsibilities with respect to matters that are the subject of the ad hoc committee’s mandate.

Audit Committee

Our audit committee currently consists of Matthew Szot, who is the chair, Delphine François Chiavarini, Marc Dumont and Jake Leach. The members of the audit committee in 2020 were Matthew Szot, Delphine François Chiavarini and Marc Dumont. The board of directors has determined that, after consideration of all relevant factors, each of the current audit committee members qualifies as an “independent” director under applicable Securities and Exchange Commission (“SEC”) and Nasdaq rules. Each member of the audit committee is able to read and understand fundamental financial statements, including our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows. Further, no member of the audit committee has participated in the preparation of our consolidated financial statements, or those of any of our current subsidiaries, at any time during the past three years. The board of directors has designated Mr. Szot as an “audit committee financial expert” as defined under applicable SEC rules and has determined that Mr. Szot possesses the requisite “financial sophistication” under applicable Nasdaq rules. The audit committee operates under a written charter setting forth the functions and responsibilities of the audit committee, which is periodically reviewed by the audit committee and by the board of directors as appropriate. A current copy of the audit committee charter is available on our website at http://senestech.investorroom.com on the “Documents and Policies” page under the heading “Corporate Governance.” The functions of the audit committee include:

Both our independent registered accounting firm and internal financial personnel regularly meet with our audit committee and have unrestricted access to the audit committee.

Compensation Committee

Our compensation committee currently consists of Jamie Bechtel, who is the chair, Phil Grandinetti III and Matthew Szot. The members of the compensation committee in 2020 were Julia Williams, M.D. (who retired from the Board effective November 5, 2020), Jamie Bechtel and Matthew Szot. Each of the current compensation committee members has been determined by our board of directors to be independent in accordance with Nasdaq standards. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-313e-3 promulgated under the Exchange Act. The compensation committee operates under a written charter, whichReverse Stock Split is periodically reviewednot intended to modify the rights of existing stockholders in any material respect.

If the Reverse Stock Split Proposal is approved by our stockholders and the compensation committeeReverse Stock Split is effected, up to every 20 shares of our outstanding Common Stock would be combined and by the boardreclassified into one share of directors as appropriate. A current copyCommon Stock. The actual timing for implementation of the compensation committee charter is available onReverse Stock Split would be determined by our website at http://senestech.investorroom.com on the “DocumentsBoard of Directors based upon its evaluation as to when such action would be most advantageous to our company and Policies” page under the heading “Corporate Governance.” The functionsour stockholders. Notwithstanding approval of the compensation committee include:

As part of its process to determine the compensation level of each executive officer, the compensation committee evaluates, among other things, the Chief Executive Officer’s assessment of the other executive officers and recommendations regarding their compensation in light of the goals and objectives of our executive compensation program. The compensation committee may delegate certain of its responsibilities, as it deems appropriate, to compensation subcommittees or to our officers, but it has not elected to do so to date.

Pursuant to its charter, the compensation committee has sole authority to retain and/elect whether or replace, as needed, any independent legal counsel, compensationnot and benefits consultants and other experts or advisors aswhen to amend our Charter to effect the compensation committee believes to be necessary or appropriate. The compensation committee consulted with FW Cook, an independent consultant, to assistReverse Stock Split. If the compensation committee in fulfilling its responsibilities. The compensation committee analyzed any relationships that FW Cook had with the Company, members of the compensation committee, executive officers and management, and concluded that, after consideration of the specific factors identified by the SEC and Nasdaq that may affect the independence of compensation advisors, there were no independence or conflict-of-interest concerns related to FW Cook.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Delphine François Chiavarini, whoReverse Stock Split Proposal is the chair, Jamie Bechtel, Marc Dumont, K.C. Kavanagh and Matthew Szot. The members of the nominating and corporate governance committee in 2020 were Delphine François Chiavarini, Marc Dumont and Matthew Szot. Each of the current nominating and corporate governance committee members has been determinedapproved by our boardstockholders, our Board of directorsDirectors will make a determination as to be independent in accordance with Nasdaq standards. The nominating and corporate governance committee operates under a written charter, whichwhether effecting the Reverse Stock Split is periodically reviewed by the nominating and corporate governance committee and by the board of directors as appropriate. A current copy of the nominating and corporate governance committee charter is available on our website at http://senestech.investorroom.com/ on the “Documents and Policies” page under the heading “Corporate Governance.” The functions of the nominating and corporate governance committee include:

Director Nomination Process

The board of directors has determined that director nomination responsibilities should be overseen by the nominating and corporate governance committee (the “Committee”). One of the Committee’s goals is to assemble a board that brings to us a variety of perspectives and skills derived from high quality business and professional experience. Factors considered by the Committee include judgment, knowledge, skill, diversity (in the broadest sense), integrity, experience with businesses and other organizations of comparable size, including experience in animal and health sciences, business, finance, administration or public service, the relevance of a candidate’s experience to our needs and experience of other board members, familiarity with national and international business matters, experience with accounting rules and practices, the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members, and the extent to which a candidate would be a desirable addition to the board of directors and any committees of the board of directors. In addition, directors are expected to be able to exercise their best business judgment when acting on behalf of the Company and our stockholders, act ethically at all times and adhere to the applicable provisions of our Code of Business Conduct and Ethics. Other than consideration of the foregoing and applicable SEC and Nasdaq requirements, unless determined otherwise by the Committee, there are no stated minimum criteria, qualities or skills for director nominees. However, the Committee may also consider such other factors as it may deem are in the best interests of the Companyour company and our stockholders.stockholders in light of, among other things, our ability to increase the trading price of our Common Stock to meet the minimum stock price standards of The Nasdaq Capital Market without effecting the Reverse Stock Split, the per share price of the Common Stock immediately prior to the Reverse Stock Split and the expected stability of the per share price of the Common Stock following the Reverse Stock Split. If our Board of Directors determines that it is in the best interests of our company and our stockholders to effect the Reverse Stock Split, it will hold a board meeting to determine the ratio of the Reverse Stock Split. For additional information concerning the factors our Board of Directors will consider in deciding whether to effect the Reverse Stock Split, see “— Determination of the Reverse Stock Split Ratio” and “— Board Discretion to Effect the Reverse Stock Split.”

The text of the proposed amendment to the Charter to effect the Reverse Stock Split is included as Annex A to this proxy statement (the “Reverse Stock Split Charter Amendment”). If the Reverse Stock Split Proposal is approved by our stockholders, we will have the authority to file the Reverse Stock Split Charter Amendment with the Secretary of State of the State of Delaware, which will become effective upon its filing; provided, however, that the Reverse Stock Split Charter Amendment is subject to revision to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as our Board of Directors deems necessary and advisable. Our Board of Directors has determined that the amendment is advisable and in the best interests of our company and our stockholders and has submitted the amendment for consideration by our stockholders at the Special Meeting.

Reasons for the Reverse Stock Split

We are submitting this proposal to our stockholders for approval in order to increase the trading price of our Common Stock to meet the minimum per share bid price requirement for continued listing on The Nasdaq Capital Market. We believe increasing the trading price of our Common Stock may also assist in our capital-raising efforts by making our Common Stock more attractive to a broader range of investors. Accordingly, we believe that the Reverse Stock Split is in our stockholders’ best interests.

On March 2, 2022, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of our Common Stock for the 30 consecutive business day period between January 14, 2022 and March 1, 2022, we did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we will be provided with a compliance period of 180 calendar days, or until August 29, 2022 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). In addition,order to regain compliance with Nasdaq’s minimum bid price requirement, our Common Stock must maintain a minimum closing bid price of $1.00 for at least one member of10 consecutive business days during the board of directors serving onCompliance Period.

We believe that the audit committee shouldReverse Stock Split is our best option to meet the criteria to satisfy the minimum per share bid price requirement for an “audit committee financial expert” havingcontinued listing on The Nasdaq Capital Market. A decrease in the requisite “financial sophistication” under applicable Nasdaq and SEC rules, and a majoritynumber of outstanding shares of our Common Stock resulting from the members of the board of directorsReverse Stock Split should, meet the definition of “independent director” under applicable Nasdaq rules.

The Committee identifies director nominees by first evaluating the current members of the board of directors willing to continueabsent other factors, assist in service. Current members of the board of directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the board of directors with that of obtaining a new perspective. The Committee also takes into account an incumbent director’s performance as a board member. If any member of the board of directors does not wish to continue in service, if the Committee decides not to re-nominate a member for reelection, if the board decided to fill a director position that is currently vacant or if the board of directors decides to recommendensuring that the size of the board of directors be increased, the Committee identifies the desired skills and experience of a new nominee in light of the criteria described above. Current members of the board of directors and management are polled for suggestions as to individuals meeting the Committee’s criteria. Research may also be performed to identify qualified individuals.

It is the policy of the Committee to consider suggestions for persons to be nominated for director that are submitted by stockholders. The Committee will evaluate stockholder suggestions for director nominees in the same manner as it evaluates suggestions for director nominees made by management, then-current directors or other appropriate sources. Stockholders suggesting persons as director nominees should send information about a proposed nominee to our Secretary at our principal executive offices as referenced above by no later than 120 days before the anniversary of the release date of the prior year’s proxy statement, which date is identified in the section titled “Deadlines for Receipt of Stockholder Proposals.” This information should be in writing and should include a signed statement by the proposed nominee that the nominee is willing to serve as a director of SenesTech, a description of the proposed nominee’s relationship to the stockholder and any information that the stockholder feels will fully inform the Committee about the proposed nominee and the nominee’s qualifications. The Committee may request further information from the proposed nominee and the stockholder making the recommendation. In addition, a stockholder may nominate one or more persons for election as a director at our annual meeting of stockholders if the stockholder complies with the notice, information, consent and other provisions relating to stockholder nominees contained in our Bylaws. Please see the section above titled “Deadlines for Receipt of Stockholder Proposals” for important information regarding stockholder proposals, including director nominations.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics in compliance with applicable rules of the SEC that applies to all of our directors, officers and other employees and consultants. A copy of this policy is available on our website at http://senestech.investorroom.com/ on the “Documents and Policies” page under the heading “Corporate Governance,” or free of charge upon written request to the attention of our Secretary, by regular mail at our principal executive offices, email to inquiries@senestech.com or fax at 928-526-0243. We will disclose, on our website, any amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the Code of Business Conduct and Ethics enumerated in applicable rules of the SEC. In addition, we have adopted a policy for research misconduct, which also applies to all officers, directors and employees.

2020 DIRECTOR COMPENSATION

The following table sets forth information regarding compensation earned by or paid to our non-employee directors during the year ended December 31, 2020.

2020 Non-Employee Director Compensation Program

On July 10, 2020, the board adopted a revised non-employee director compensation program (the “Director Compensation Program”) for providing cash and equity compensation to its non-employee directors for their service on the board and committees of the board. The Director Compensation Program is in effect until the Annual Meeting, when we anticipate a renewed program. The components of the Director Compensation Program are as follows:

The options granted to non-employee directors pursuant to the Director Compensation Program will have an exercise price equal to the closingper share market price of the Company’sour Common Stock onremains above the daterequisite price for continued listing. However, we cannot provide any assurance that our minimum bid price would remain over the minimum bid price requirement of grant. The options will vest in equal quarterly installments over a one-year period, andNasdaq Capital Market following the options will expire on the fifth anniversary of the date of the grant.

Reverse Stock Split.

In addition, as noted above, we reimburse non-employee directors for reasonable travel expenses for participationbelieve that the Reverse Stock Split and the resulting increase in board meetings and for travel conducted on behalfthe per share price of our business.Common Stock could encourage increased investor interest in our Common Stock and promote greater liquidity for our stockholders. A greater price per share of our Common Stock could allow a broader range of institutions to invest in our Common Stock (namely, funds that are prohibited or discouraged from buying stocks with a price below a certain threshold), potentially increasing marketability, trading volume and liquidity of our Common Stock. Many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks. We believe that the Reverse Stock Split will provide our Board of Directors flexibility to make our Common Stock a more attractive investment for these institutional investors, which we believe will enhance the liquidity for the holders of our Common Stock and may facilitate future sales of our Common Stock. The Reverse Stock Split could also increase interest in our Common Stock for analysts and brokers who may otherwise have policies that discourage or prohibit them in following or recommending companies with low stock prices. Additionally, because brokers’ commissions on transactions in low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

EXECUTIVE OFFICER COMPENSATIONOur Board of Directors intends to effect the Reverse Stock Split only if it believes that a decrease in the number of shares outstanding is in the best interests of our company and our stockholders and is likely to improve the trading price of our Common Stock and improve the likelihood that we will be allowed to maintain our listing on Nasdaq. Accordingly, our Board of Directors approved the Reverse Stock Split as being in the best interests of our company.

Risks Associated with the Reverse Stock Split

The Reverse Stock Split May Not Increase the Price of our Common Stock Over the Long-Term.

As a smaller reporting company,noted above, the principal purpose of the Reverse Stock Split is to increase the trading price of our Common Stock to meet the minimum stock price standards of The Nasdaq Capital Market. However, the effect of the Reverse Stock Split on the market price of our Common Stock cannot be predicted with any certainty, and we are not required to provide a separately-captioned “Compensation Discussion and Analysis” section. However, in order to provide a greater understanding to our stockholders regarding our compensation policies and decisions with respect to our “named executive officers” identifiedcannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the 2020 Summary Compensation Table below, we are includingnumber of outstanding shares of Common Stock will proportionally increase the following narrative disclosure to highlight salient portionsmarket price of our 2020 executive compensation program. This narrative disclosure should be read in conjunction withCommon Stock, we cannot assure you that the 2020 Summary Compensation Table below andReverse Stock Split will increase the related tables that follow it.

Asmarket price of our Common Stock by a resultmultiple of the challenges presentedReverse Stock Split ratio, or result in any permanent or sustained increase in the impactmarket price of our Common Stock. The market price of our Common Stock may be affected by other factors which may be unrelated to the coronavirus (or COVID-19) on the global economy andnumber of shares outstanding, including our business and financial results, salaries to certainperformance, general market conditions and prospects for future success.

The Reverse Stock Split May Decrease the Liquidity of our executive officers were voluntarily reduced by 25% for partCommon Stock.

Our Board of calendar year 2020 as described below. A similar voluntary reduction was made to the cash retainers for non-employee directors as described under “2020 Director Compensation.”

Compensation Philosophy and Processes

Compensation for our executives and key employees is designed to attract and retain people who share our vision and values and who can consistently perform in such a manner that enables us to achieve our strategic goals. The compensation committeeDirectors believes that the total compensation package for eachReverse Stock Split may result in an increase in the market price of our executive officers is competitive with the market, thereby allowing usCommon Stock, which could lead to retain executive talent capable of leveraging the skills ofincreased interest in our employeesCommon Stock and our unique assets in order to increase stockholder value.

Our executive compensation programs are designed to (1) motivate and reward our executive officers, (2) retain our executive officers and encourage quality service, (3) incentivize our executive officers to appropriately manage risks while improving our financial results, and (4) align executive officers’ interests with those ofpossibly promote greater liquidity for our stockholders. Under these programs, our executive officers are rewarded forHowever, the achievementReverse Stock Split will also reduce the total number of Company objectives and the realization of increased stockholder value.

The program seeks to remain competitive with the market while also aligning the executive compensation program with stockholder interests through the following types of compensation: (i) base salary; (ii) annual cash-based incentive bonuses; and (iii) equity-based incentive awards.

Key Executive Compensation Objectives

The compensation policies developed by the compensation committee are based on the philosophy that compensation should reflect both Company-wide performance, financial and operational performance, and the individual performance of the executive, including management of personnel under his or her supervision. The compensation committee’s objectives when setting compensation for our executive officers include:

Our compensation program is designed to reward superior performance of both the Company and of each individual executive and seeks to encourage actions that drive our business strategy. Our compensation strategy is to provide a competitive opportunity for senior executives, taking into account their total compensation packages.

Oversight of Executive Compensation

The Role of the Compensation Committee in Setting Compensation. Our compensation committee determines the compensation of our executive officers other than that of our Chief Executive Officer (which is described below). The compensation committee also approves or makes recommendations to our board of directors regarding equity compensation under our 2018 Plan. The compensation committee reviews base salary levels for executive officers of our Company and approves raises and bonuses based upon the Company’s achievements, individual performance and competitive and market conditions. The compensation of the Chief Executive Officer is evaluated and recommended to the board of directors by the compensation committee. For completeness, our nominating and corporate governance committee also reviews the performance of our Chief Executive Officer, which review is taken into consideration by our compensation committee. The board of directors has final authority to determine the compensation of the Chief Executive Officer.

The Role of Executives in Setting Compensation. While the compensation committee does not delegate any of its functions to others in setting the compensation of senior management, it includes members of senior management in the compensation committee’s executive compensation process. We have asked each of our senior executives to annually provide us with input with regard to their goals for the coming year. These proposals include suggested Company-wide and individual performance goals. The individual goals include not only the goals of such executive but also goals of the employees for whom the executive is responsible. The compensation committee reviews these proposals with the executives and provides the committee’s perspective on them.

The Role of Consultants in Setting Compensation. As the compensation committee deems necessary or helpful, it may retain the services of compensation consultants in connection with the establishment and development of our compensation philosophy and programs in the future. In fiscal year 2020, the compensation committee consulted with FW Cook, an independent compensation consultant, to assist it in its review of executive compensation.

Compensation Risk Assessment

As part of its risk assessment process, the compensation committee reviewed material elements of executive and non-executive employee compensation. The compensation committee concluded that these policies and practices do not create risk that is reasonably likely to have a material adverse effect on us.

We believe the structure of our compensation program for our executive officers does not incentivize unnecessary or excessive risk taking. The base salary component of compensation does not encourage risk taking because it is a fixed amount. The incentive plan awards have risk-limiting characteristics:

Elements of Compensation

The material elements of the compensation program for our named executive officers include: (i) base salary; (ii) cash-based incentive bonuses; and (iii) equity-based incentive awards.

Base Salaries. We provide each of our named executive officers with a base salary to compensate them for services rendered during the fiscal year and sustained performance. The purpose of the base salary is to reflect job responsibilities, value to the Company and competitiveness of the market. Salaries for our named executive officers are determined by the compensation committee, and for the CEO, recommended by the compensation committee to the board of directors, based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions; the expertise of the individual executive; and the competitiveness of the market for the executive’s services.

Performance Cash-Based Incentive Bonuses. Our practice is to award cash-based incentive bonuses, based in part on the achievement of performance objectives or significant accomplishments as established by the compensation committee from time-to-time in its discretion. These performance objectives and significant accomplishments are, in part, developed in partnership with the executive and are discussed on an ongoing basis throughout the year.

Equity-Based Incentive Awards. Our equity-based incentive awards are designed to align the interests of our employees and consultants, including our named executive officers, with those of our stockholders. Our compensation committee is responsible for approving equity grants. Vesting of the stock option and restricted stock unit awards is tied to continuous service with the Company and serves as an additional retention measure and long-term incentive. 

Key Compensation Decisions and Developments for Fiscal Year 2020

2020 Summary Compensation Table

The following table sets forth the compensation earned during the past two fiscal years by (i) the person who served as our principal executive officer at the end of 2020; and (ii) the three most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of 2020 and whose total compensation for 2020 exceeded $100,000.

Outstanding Equity Awards at December 31, 2020

The following table sets forth all outstanding equity awards held by each of our named executive officers as of December 31, 2020.

Employment Agreements

We have entered into agreements with our named executive officers, which include provisions regarding post-termination compensation. We do not have a formal severance policy or plan applicable to our executive officers as a group.

Agreement with Kenneth Siegel. We entered into an employment letter agreement with Mr. Siegel on May 15, 2019, to serve as the Company’s Chief Executive Officer, effective May 16, 2019. Under the terms of the employment letter agreement, Mr. Siegel received an annual base salary of $275,000 and a one-time signing bonus of a stock option representing 35,000 shares of Common Stock, which vests quarterly overmay lead to reduced trading and a three-year periodsmaller number of market makers for our Common Stock, particularly if the price per share of our Common Stock does not increase as a result of the Reverse Stock Split.

The Reverse Stock Split May Result in Some Stockholders Owning “Odd Lots” That May Be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell.

If the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Common Stock. A purchase or sale of less than 100 shares of Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of Common Stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their Common Stock.

The Reverse Stock Split May Lead to a Decrease in our Overall Market Capitalization.

The Reverse Stock Split may be viewed negatively by the market and, is subjectconsequently, could lead to a decrease in our overall market capitalization. If the per share market price of our Common Stock does not increase in proportion to the terms and conditionsReverse Stock Split ratio, then the value of our company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the Company’s 2018 Plansmaller number of total shares of Common Stock outstanding following the Reverse Stock Split.

Potential Consequences if the Reverse Stock Split Proposal is Not Approved

If the Reverse Stock Split Proposal is not approved by our stockholders, our Board of Directors will not have the authority to effect the Reverse Stock Split Charter Amendment to, among other things, facilitate the continued listing of our Common Stock on Nasdaq by increasing the per share trading price of our Common Stock to help ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement. Any inability of our Board of Directors to effect the Reverse Stock Split could expose us to delisting from Nasdaq.

Determination of the Reverse Stock Split Ratio

Our Board of Directors believes that stockholder approval of a range of potential Reverse Stock Split ratios is in the best interests of our company and standard formstockholders because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented. We believe that a range of option agreement. Mr. Siegel is also eligibleReverse Stock Split ratios provides us with the most flexibility to receive an annual incentive bonus with a target value equal to 50%achieve the desired results of his annual base salary, payable in cash, subject to his achievement of performance objectivesthe Reverse Stock Split. The Reverse Stock Split ratio to be determinedselected by our Board of Directors will be not less than 1-for-5 and not more than 1-for-20.

The selection of the compensation committee or boardspecific Reverse Stock Split ratio will be based on several factors, including, among other things:

•        our ability to maintain the listing of directors. In addition, after each full yearour Common Stock on The Nasdaq Capital Market;

•        the historical trading price and trading volume of employment with our Common Stock;

•        the Company, subjecttrading price and trading volume of our Common Stock immediately prior to board approval, Mr. Siegel will receive an annual option grant (each, an “Additional Option”) valued at 35%the Reverse Stock Split;

•        the expected stability of his then base salary, subject to such vesting terms as determined by the board in its discretion. The initial option and Additional Options that are granted to Mr. Siegel will remain exercisable for five yearsper share price of our Common Stock following the endReverse Stock Split;

•        the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of his continuous service with our Common Stock;

•        the Company or, if earlier, the expiration datenumber of the option. Mr. Siegel will also be eligible to participate in the standard benefits, vacation and expense reimbursement plans offered to similarly situated employees. Mr. Siegel entered into the Company’s standard form of indemnification agreement applicable to its directors and officers.

In the event of Mr. Siegel’s termination by the Company without Cause (as defined in the employment letter agreement) or if Mr. Siegel resigns for Good Reason (as defined in the employment letter agreement), Mr. Siegel will be entitled to severance benefits equal to 12 months’ continuation of his then base salary. In addition, the Company will reimburse Mr. Siegel for COBRA premiums in effect on the date of termination for coverage in effect for him and, if applicable, his spouse and dependent children on such date under the Company’s group health plan(s). Finally, the vesting of Mr. Siegel’s initial option and Additional Options will be accelerated such that he will be deemed vested in those shares subject to the options that would have vested in the 12-month period following his separation date had his employment not ended.

Agreement with Mr. Chesterman. We entered into an employment offer letter with Mr. Chesterman dated November 20, 2015 to serve as our Chief Financial Officer. Pursuant to this agreement, we pay Mr. Chesterman a salary of $250,000 per year, and in accordance with the employment offer letter, Mr. Chesterman’s salary may be paid up to 50% in stock options until we are in the financial position to pay the salary entirely in cash, to be determined by the Chief Executive Officer. In addition, Mr. Chesterman is eligible for a performance bonus, which amounts will be determined at least annually by mutual agreement based on achievement of personal and Company goals, and which will be targeted to be no less than $200,000 per year.

Mr. Chesterman is entitled to accrue four weeks paid vacation and ten days of sick leave per calendar year and may participate in our standard benefits plans.

Per the employment offer letter, on November 20, 2015, we granted Mr. Chesterman a stock option to purchase 6,000 shares of our Common Stock outstanding;

•        prevailing market conditions;

•        general economic conditions in our industry; and

•        our market capitalization before and after the Reverse Stock Split.

We believe that granting our Board of Directors the authority to set the ratio for the Reverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions. If our Board of Directors chooses to implement the Reverse Stock Split, we will make a public announcement regarding the determination of the Reverse Stock Split ratio.

Board Discretion to Effect the Reverse Stock Split

If the Reverse Stock Split proposal is approved by our stockholders, our Board of Directors will have the discretion to implement the Reverse Stock Split or to not effect the Reverse Stock Split at all. Our Board of Directors currently intends to effect the Reverse Stock Split. If the trading price of our Common Stock increases without effecting the Reverse Stock Split, the Reverse Stock Split may not be necessary. Following the Reverse Stock Split, if implemented, there can be no assurance that the market price of our Common Stock will rise in proportion to the reduction in the number of outstanding shares resulting from the Reverse Stock Split or that the market price of the post-split Common Stock can be maintained above $1.00. There also can be no assurance that our Common Stock will not be delisted from Nasdaq for other reasons.

If our stockholders approve the Reverse Stock Split Proposal at the Special Meeting, the Reverse Stock Split will be effected, if at all, only upon a determination by our Board of Directors that the Reverse Stock Split is in the best interests of our company and our stockholders at that time. No further action on the part of the stockholders will be required to either effect or abandon the Reverse Stock Split. If our Board of Directors does not implement the Reverse Stock Split prior to the one-year anniversary of the date on which the reverse stock split is approved by our stockholders at the Special Meeting, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Stock Split Charter Amendment will be abandoned.

The market price of our Common Stock is dependent upon our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline as an exercise price equalabsolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. Furthermore, the reduced number of shares that will be outstanding after the Reverse Stock Split could significantly reduce the trading volume and otherwise adversely affect the liquidity of our Common Stock.

We have not proposed the Reverse Stock Split in response to $10.00any effort of which we are aware to accumulate our shares of Common Stock or obtain control of our company, nor is it a plan by management to recommend a series of similar actions to our Board of Directors or our stockholders. Notwithstanding the decrease in the number of outstanding shares of Common Stock following the Reverse Stock Split, our Board of Directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Effects of the Reverse Stock Split

Effects of the Reverse Stock Split on Issued and Outstanding Shares.

If the Reverse Stock Split is effected, it will reduce the total number of issued and outstanding shares of Common Stock, including shares held by our company as treasury shares, by a Reverse Stock Split ratio of 1-for-5 to 1-for-20. Accordingly, each of our stockholders will own fewer shares of Common Stock as a result of the Reverse Stock Split. However, the Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in our company, except to the extent that the Reverse Stock Split would result in an adjustment to a stockholder’s ownership of Common Stock due to the treatment of fractional shares in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of Common Stock will not be affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable, and the par value per share which option vests over a four-year vesting schedule, with 1⁄48thof Common Stock will remain $0.001.

As of the option vesting monthly beginning on Januaryrecord date, we had            shares of Common Stock outstanding. For purposes of illustration, if the Reverse Stock Split is effected at a ratio of 1 2016, until such option is vested-for-5 or 1-for-20, the number of issued and outstanding shares of Common Stock after the Reverse Stock Split would be approximately            shares and            shares, respectively.

All shares of Series C Preferred Stock that are not present in fullperson or Mr. Chesterman’s employment is terminated.

Agreement with Ms. Wolin. We entered into an employment letter agreement with Ms. Wolin on January 28, 2020 to serveby proxy at the Special Meeting as our Executive Vice President of Operations, effective January 31, 2020. Pursuant to this agreement, Ms. Wolin is eligible to receive an annual salary of $75,000 per year. Ms. Wolin was also eligible to receive a restricted stock unit award having a value of $75,000, which has been granted. The award will vest over one year, subject to accelerated vesting upon a termination of employment. Mr. Wolin remains subjectimmediately prior to the termsopening of the Company’s confidential informationpolls at the Special Meeting will be automatically redeemed in the Initial Redemption. Any outstanding shares of Series C Preferred Stock that were not redeemed pursuant to the Initial Redemption will be redeemed in whole, but not in part, (i) if and inventions assignment agreement.

Agreement with Mr. Krause. We entered into an employment offer letter with Mr. Krause dated January 9, 2020when ordered by our Board of Directors or (ii) automatically upon the approval by our stockholders of the Reverse Stock Split Charter Amendment effecting the Reverse Stock Split. Please refer to serve as our Executive Vice Presidentthe discussion in the Procedural Matters Section under “Stockholders Entitled to Vote at the Special Meeting,” “Voting Rights of Salesthe Stockholders” and Marketing. Pursuant to this agreement, we pay Mr. Krause a salary of $200,000 per year. In addition, Mr. Krause is eligible“Required Votes and Voting” for a performance bonus, which amounts will be determined at least annually by mutual agreement based on achievementdescription of personal and Company goals, and which is targeted at 25%the voting power of his base salary and stock option incentives as determined by performance against targets.the Series C Preferred Stock.

Mr. Krause was also grantedWe are currently authorized to issue a one-time signing bonus inmaximum of 100,000,000 shares of our Common Stock. As of the amount of $25,000 that was paid in April of 2020 and a “foregone compensation bonus” of $60,000 that was paid in May 2020.

Mr. Krause is entitled to accrue four weeks paid vacation and five days of sick leave per calendar year and may participate in our standard benefits plans.

Per the employment offer letter, on April 28, 2020, we granted Mr. Krause a stock option to purchase 25,000record date, there were            shares of our Common Stock at an exercise price equal to $2.44 per share, which option vests over a three-year vesting schedule, with 1⁄36thissued and outstanding. Although the number of the option vesting monthly beginning on May 28, 2020, until such option is vested in full or Mr. Krause’s employment is terminated.

Insurance Premiums

We pay 75% of premiums for medical insurance and dental insurance for all full-time employees, including our named executive officers. We also offer high deductible plan options that include a healthcare flexible spending account component for all full-time employees, including our named executive officers. These benefits are available to all full-time employees, subject to applicable laws.

Equity Compensation Plan Information

The following table presents certain information regarding our Common Stock that may be issued under our equity plans, including upon the exercise of options and vesting of RSUs granted to employees, consultants or directors as of December 31, 2020:

Options to purchase Common Stock and RSUs are outstanding under our 2018 Plan and options are outstanding under our 2015 Equity Incentive Plan (the “2015 Plan”). The 2018 Plan was approved by our stockholders at our 2018 Annual Meeting of Stockholders and replaces our 2015 Equity Incentive Plan for purposes of new equity grants. The 2018 Plan enables us to grant options, restricted stock, RSUs and certain other equity-based compensation to our officers, directors, employees and consultants.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 27, 2021, information regarding beneficial ownership of our Common Stock by:will not change as a result of the Reverse Stock Split, the number of shares of our Common Stock issued and outstanding will be reduced in proportion to the ratio selected by our Board of Directors. Thus, the Reverse Stock Split will effectively increase the number of authorized and unissued shares of our Common Stock available for future issuance by the amount of the reduction effected by the Reverse Stock Split.

Following the Reverse Stock Split, our Board of Directors will have the authority, subject to applicable securities laws, to issue all authorized and unissued shares without further stockholder approval, upon such terms and conditions as our Board of Directors deems appropriate. We do not currently have any plans, proposals or understandings to issue the additional shares that would be available if the Reverse Stock Split is approved and effected, but some of the additional shares underlie stock options and warrants, which could be exercised after the Reverse Stock Split Charter Amendment is effected.

Beneficial ownershipEffects of the Reverse Stock Split on Outstanding Equity Awards and Plans.

If the Reverse Stock Split is determinedeffected, the terms of equity awards granted under the Incentive Plan, including (i) the number of shares and type of Common Stock (or the securities or property) which thereafter may be made the subject of awards; (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding awards; (iii) the number of shares and type of Common Stock (or other securities or property) specified as the annual per-participant limitation under the Incentive Plan; (iv) the option price of each outstanding stock option; (v) the amount, if any, paid for forfeited shares in accordance with the rulesterms of the SECIncentive Plan; and generally includes any shares over which a person exercises sole or shared voting or investment power.

The(vi) the number of or exercise price of shares listed belowthen subject to outstanding stock appreciation rights previously granted and unexercised under the heading “Total Shares Beneficially Owned” isIncentive Plan, will be proportionally adjusted to the end that the same proportion of our issued and outstanding shares of Common Stock in each instance shall remain subject to exercise at the same aggregate beneficial ownershipexercise price; subject to adjustments for each stockholderany fractional shares as described herein and includes:

Of this total amount, the number of shares of Common Stock underlying options and RSUs that are currently vested and stock options and RSUs that are not currently vested but will become vested within 60 days after May 1, 2020 are deemed outstanding for(or other securities or property) subject to any award shall always be a whole number. In addition, the purposetotal number of computing the percentage ownership of Common Stock outstanding beneficially owned by a stockholder, director or executive officer (the “Deemed Outstanding Shares”) and are also separately listed below under the heading “Number of Shares Issuable Upon Exercise of Warrants, Options and Vesting of RSUs Exercisable or Vested” but the Deemed Outstanding Shares are not treated as outstanding for the purpose of computing the percentage ownership of Common Stock outstanding beneficially owned by any other person. This table is based on information supplied by officers, directors, principal stockholders and filings made with the SEC. Percentage ownership is based on 12,164,713 shares of Common Stock outstandingthat may be the subject of future grants under the Incentive Plan, as well as any plan limits on the size of April 27, 2021.

Unless otherwise indicated below,such grants (e.g., the Incentive Plan’s limit on the number of stock options or stock appreciation rights that may be granted to our knowledge, all persons namedexecutive officers in any calendar year) will be adjusted and proportionately decreased as a result of the Reverse Stock Split.

Effects of the Reverse Stock Split on Voting Rights.

Proportionate voting rights and other rights of the holders of Common Stock would not be affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). For example, a holder of 1% of the voting power of the outstanding Common Stock immediately prior to the effective time of the Reverse Stock Split would continue to hold 1% of the voting power of the outstanding Common Stock after the Reverse Stock Split.

Effects of the Reverse Stock Split on Regulatory Matters.

We are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect our obligation to publicly file financial and other information with the SEC.

Effects of the Reverse Stock Split on Authorized Share Capital.

The total number of shares of capital stock that we are authorized to issue will not be affected by the Reverse Stock Split.

Treatment of Fractional Shares in the tableReverse Stock Split

We do not intend to issue fractional shares in the event that a stockholder owns a number of shares of Common Stock that is not evenly divisible by the Reverse Stock Split ratio. If the Reverse Stock Split is effected, each fractional share of Common Stock will be:

•        rounded up to the nearest whole share of Common Stock, if such shares of Common Stock are held directly; or

•        rounded down to the nearest whole share of Common Stock, if such shares are subject to an award granted under the Incentive Plan, in order to comply with the requirements of Sections 409A and 424 of the Internal Revenue Code of 1986 (the “Code”).

Effective Time of the Reverse Stock Split

If the Reverse Stock Split Proposal is approved by our stockholders, the Reverse Stock Split would become effective, if at all, when the Reverse Stock Split Charter Amendment is accepted and recorded by the office of the Secretary of State of the State of Delaware. However, notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, our Board of Directors will have the sole votingauthority to elect whether or not and dispositive powerwhen to amend our Charter to effect the Reverse Stock Split.

Exchange of Share Certificates

If the Reverse Stock Split is effected, each certificate representing pre-Reverse Stock Split shares of Common Stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split Common Stock at the effective time of the Reverse Stock Split. As soon as practicable after the effective time of the Reverse Stock Split, the Transfer Agent will mail a letter of transmittal to our stockholders containing instructions on how a stockholder should surrender its, his or her certificate(s) representing pre-Reverse Stock Split shares of Common Stock to the Transfer Agent in exchange for certificate(s) representing post-Reverse Stock Split shares of Common Stock. No certificate(s) representing post-Reverse Stock Split shares of Common Stock will be issued to a stockholder until such stockholder has surrendered all certificate(s) representing pre-Reverse Stock Split shares of Common Stock, together with a properly completed and executed letter of transmittal, to the Transfer Agent. No stockholder will be required to pay a transfer or other fee to exchange its, his or her certificate(s) representing pre-Reverse Stock Split shares of Common Stock for certificate(s) representing post-Reverse Stock Split shares of Common Stock registered in the same name.

Stockholders who hold uncertificated shares of Common Stock electronically in “book-entry” form will have their holdings electronically adjusted by the Transfer Agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split. If any certificate(s) or book-entry statement(s) representing pre-Reverse Stock Split shares of Common Stock to be exchanged contain a restrictive legend or notation, as applicable, the certificate(s) or book-entry statement(s) representing post-Reverse Stock Split shares of Common Stock will contain the same restrictive legend or notation.

Any stockholder whose share certificate(s) representing pre-Reverse Stock Split shares of Common Stock has been lost, stolen or destroyed will only be issued post-Reverse Stock Split Common Stock after complying with the requirements that we and the Transfer Agent customarily apply in connection with lost, stolen or destroyed certificates.

STOCKHOLDERS SHOULD NOT DESTROY STOCK CERTIFICATES REPRESENTING PRE-REVERSE STOCK SPLIT SHARES OF COMMON STOCK AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATES REPRESENTING PRE-REVERSE STOCK SPLIT SHARES OF COMMON STOCK UNTIL THEY ARE REQUESTED TO DO SO.

Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal or dissenter’s rights with respect to theirthe Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

Regulatory Approvals

The Reverse Stock Split will not be consummated, if at all, until after approval of our stockholders is obtained. We are not obligated to obtain any governmental approvals or comply with any state or federal regulations prior to consummating the Reverse Stock Split other than the filing of the Reverse Stock Split Charter Amendment with the Secretary of State of the State of Delaware.

Accounting Treatment of the Reverse Stock Split

If the Reverse Stock Split is effected, the par value per share of our Common Stock will remain unchanged at $0.001. Accordingly, on the effective date of the Reverse Stock Split, the stated capital on our consolidated balance sheets attributable to our Common Stock will be reduced in proportion to the size of the Reverse Stock Split ratio, and the additional paid-in-capital account will be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged. Per share net income or loss will be increased because there will be fewer shares of common stock, exceptCommon Stock outstanding. The Common Stock held in treasury will be reduced in proportion to the extent authorityReverse Stock Split ratio. We do not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following is shared by spousesa discussion of certain material U.S. federal income tax consequences of the Reverse Stock Split. This discussion is included for general information purposes only and does not purport to address all aspects of U.S. federal income tax law that may be relevant to stockholders in light of their particular circumstances. This discussion is based on the Code and current Treasury Regulations, administrative rulings and court decisions, all of which are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion.

All stockholders are urged to consult with their own tax advisors with respect to the tax consequences of the Reverse Stock Split. This discussion does not address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, partnerships, nonresident alien individuals, broker-dealers and tax-exempt entities, persons holding shares as part of a straddle, hedge, conversion transaction or other integrated investment, U.S. holders (as defined below) subject to the alternative minimum tax or the unearned income Medicare tax and U.S. holders whose functional currency is not the U.S. dollar. This summary also assumes that the pre-Reverse Stock Split shares of Common Stock were, and the post-Reverse Stock Split shares of Common Stock will be, held as a “capital asset,” as defined in Section 1221 of the Code.

As used herein, the term “U.S. holder” means a holder that is, for U.S. federal income tax purposes:

•        a citizen or resident of the United States;

•        a corporation or other entity taxed as a corporation created or organized in or under community property laws.the laws of the United States, any state thereof or the District of Columbia;

•        an estate the income of which is subject to U.S. federal income tax regardless of its source; or

Unless otherwise indicated,•        a trust (A) if a U.S. court is able to exercise primary supervision over the addressadministration of each beneficial owner listedthe trust and one or more “U.S. persons” (as defined in the table below is c/o SenesTech, Inc., 23460 N. 19^th Avenue, Suite 110, Phoenix, AZ 85027.Code) have the authority to control all substantial decisions of the trust or (B) that has a valid election in effect to be treated as a U.S. person.

In general, no gain or loss should be recognized by a stockholder upon the exchange of pre-Reverse Stock Split Common Stock for post-Reverse Stock Split Common Stock. The aggregate tax basis of the post-Reverse Stock Split Common Stock should be the same as the aggregate tax basis of the pre-Reverse Stock Split Common Stock exchanged in the Reverse Stock Split. A stockholder’s holding period in the post-Reverse Stock Split Common Stock should include the period during which the stockholder held the pre-Reverse Stock Split Common Stock exchanged in the Reverse Stock Split.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC reports of ownership on Form 3 and changes in ownership on Form 4 and Form 5. Officers, directors and greater-than-10% stockholders are required by Commission regulations to furnish to us copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, forms filed electronically by the reporting person or written representations from certain reporting persons, we believe that all Section 16(a) filing requirements during the fiscal year ended December 31, 2020 were met in a timely manner by our officers, directors and greater-than-10% beneficial owners, except for the following: one late Form 3 report was filed in 2020 by Mr. Krause, two late Forms 4 reports were filed disclosing two transactions in 2020 by Mr. Dumont, one late Form 4 report disclosing one transaction in 2020 was filed by each of Dr. Bechtel, Ms. Chiavarini, Mr. Szot, and Ms. Williams. 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For the fiscal years ended December 31, 2020 and December 31, 2019, we were not a party to any transactions that require disclosure under Item 404 of Regulation S-K.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against themthe Reverse Stock Split. In certain circumstances, stockholders who would be entitled to receive fractional shares of Common Stock because they hold a number of shares not evenly divisible by reasonthe Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole post-Reverse Stock Split share of Common Stock. The U.S. federal income tax consequences of the fact they are or were serving inreceipt of such capacity. We believe that these indemnification agreements are necessaryan additional fraction of a share of Common Stock is not clear.

The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to attractconsult with such stockholder’s own tax advisor with respect to the tax consequences of the Reverse Stock Split.

Vote Required

The approval of the Reverse Stock Split Proposal requires the affirmative “FOR” vote of the majority of the voting power of the outstanding shares of Common Stock and retain qualified persons as directors, officers and employees. Furthermore, we have obtained director and officer liability insuranceSeries C Preferred Stock entitled to cover liabilities our directors and officers may incur in connection with their services to us.

Policies and Procedures for Transactions with Related Persons

We have adopted a policy that our executive officers, directors, nominees for electionvote on the proposal, voting together as a director, beneficial owners of more than 5% of any class of our common stock and any memberssingle class. Each of the immediate familyfailure to vote by proxy or to vote in person, an abstention and a broker non-vote will have the same practical effect as shares voted against this proposal. A vote on this proposal will be considered a “routine” matter. Therefore, we do not expect any broker non-votes on this proposal and a failure to instruct your broker, bank or other nominee on how to vote your shares will not necessarily count as a vote against this proposal.

Board Recommendation

Our Board of anyDirectors recommends a vote “FOR” the approval of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consentReverse Stock Split Proposal.