As filed with the ~~U.S.~~ Securities and Exchange Commission on ~~November 8, 2017.~~July 21, 2023

(Address, including zip code, and telephone number, including area code, of registrant’s principal ~~place of business)~~

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 ~~as amended (the “Securities Act”),~~ check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, ~~indicated~~indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to [●] Shares of Common Stock and Accompanying Series D Warrants to Purchase up to [●] Shares of Common Stock and Series E Warrants to Purchase up to [●] Shares of Common Stock

Pre-Funded Warrants to Purchase ~~625,000~~up to [●] Shares of Common Stock and Accompanying Series D Warrants to Purchase up to [●] Shares of Common Stock and Series E Warrants to Purchase up to [●] Shares of Common Stock

Up to [●] Shares of Common Stock Underlying the Pre-Funded Warrants, up to [●] Shares of Common Stock Underlying the Series D Warrants and up to [●] Shares of Common Stock Underlying the Series E Warrants

We are offering up to ~~2,500,000~~[●] shares of our common stock, ~~and warrants to purchase an aggregate of 625,000 shares of our common stock. Each~~par value $0.001 per share ~~of common stock is being sold~~(“Common Stock”), together with ~~a warrant~~Series D warrants (the “Series D Warrants”) to purchase up to ~~0.25~~[●] shares of aour Common Stock and Series E warrants (the “Series E Warrants” and, together with the Series D Warrants, the “Series Warrants”) to purchase up to [●] shares of our Common Stock at an assumed combined public offering price of $[●] per share of Common Stock and the accompanying Series D Warrant and Series E Warrant, which is equal to the last reported sale price per share of our ~~common stock,~~Common Stock on the Nasdaq Capital Market (“Nasdaq”) on [●], 2023, (and the shares of Common Stock that are issuable from time to time upon exercise of the Series Warrants) pursuant to this prospectus. Each share of Common Stock is being offered together with a Series D Warrant to purchase [●] share of Common Stock and a Series E Warrant to purchase [●] share of Common Stock. The shares of Common Stock and Series Warrants will be issued separately but must be purchased together. The Series D Warrants will be exercisable beginning on the date of issuance (the “Initial Exercise Date”), at an exercise price of $$[●] per ~~share.~~share and will expire on the five-year anniversary of the Initial Exercise Date. The ~~warrants~~Series E Warrants will be exercisable ~~immediately~~beginning on the Initial Exercise Date, at an exercise price of $[●] per share and will expire ~~five years~~13 months from the ~~date~~Initial Exercise Date.

We are also offering to those purchasers, if any, whose purchase of ~~issuance. The~~our Common Stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity, in lieu of purchasing Common Stock, to purchase pre-funded warrants to purchase up to [●] shares of ~~common stock~~our Common Stock (the “Pre-Funded Warrants”). Each Pre-Funded Warrant is being issued together with the same Series Warrants described above being issued with each share of Common Stock. The purchase price of each Pre-Funded Warrant will equal the price per share at which shares of our Common Stock are being sold to the public in this offering, minus $0.0001, and ~~warrants can only~~the exercise price of each Pre-Funded Warrant will equal $0.0001 per share of Common Stock. Each Pre-Funded Warrant will be exercisable upon issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants and Series Warrants must be purchased together ~~in this offering~~ but are immediately separable and will be issued separately in this offering. For each Pre-Funded Warrant and accompanying Series Warrants purchased in this offering in lieu of Common Stock, we will reduce the number of shares of Common Stock being sold in the offering by one. Pursuant to this prospectus, we are also offering the shares of Common Stock issuable upon the exercise of the Series Warrants and the Pre-Funded Warrants.

Each Pre-Funded Warrant is exercisable for one share of our Common Stock (subject to adjustment as provided for therein), provided that the holder will be ~~immediately separable upon issuance.~~ prohibited from exercising Pre-Funded Warrants for shares of our Common Stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us.

We have engaged [●] (the “Placement Agent”) to act as our exclusive placement agent in connection with the securities offered by this prospectus. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering, and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. This offering will terminate on [●], 2023 unless the offering is fully subscribed before that date or we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. There will only be one closing in connection with this offering. The combined public offering price per share (or Pre-Funded Warrant) and Series Warrants will be fixed for the duration of this offering.

Our ~~common stock~~Common Stock is listed on ~~The NASDAQ Capital Market~~Nasdaq under the symbol “SNES.” On November 7, 2017, the last reported sale price for our common stock on The NASDAQ Capital Market was $ 2.48 per share. The public offering price will be determined between us and the underwriters at the time of pricing, and may be at a discount to the current market price. There is no established public trading market for the ~~warrants,~~Pre-Funded Warrants or Series Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for athe listing of the ~~warrants~~Pre-Funded Warrants or Series Warrants on any national securities exchange. Without an active trading market, the liquidity of the Series Warrants and the Pre-Funded Warrants will be limited.

On November 15, 2022, we amended our amended and restated certificate of incorporation to effect a 1-for-20 reverse split of our issued and outstanding shares of our Common Stock. All share and per share data in this prospectus gives effect to the reverse stock split. Documents incorporated by reference into this prospectus that were filed prior to November 15, 2022 do not give effect to the reverse stock split.

On July 21, 2023, subject to stockholder approval, our board of directors approved an amendment to our amended and restated certificate of incorporation to effect a reverse split of our issued and outstanding shares of our Common Stock by a ratio of not less than 1-for-2 and not more than 1-for-12. If our stockholders approve the reverse stock split, the exact ratio of the reverse stock split will be set within this range as determined by our board of directors in its sole discretion. Our stockholders have not yet approved the reverse stock split, and our board of directors has not yet chosen the ratio for the reverse stock split. This prospectus and the documents incorporated by reference into this prospectus do not give effect to the proposed reverse stock split.

On [●], 2023, the last reported sale price for our Common Stock on Nasdaq was $[●] per share. The public offering price per share of Common Stock and/or any Pre-Funded Warrant, together with the Series Warrants that accompany Common Stock or a Pre-Funded Warrant, will be determined between us, the Placement Agent and the investors in this offering at the time of pricing and may be at a discount to the current market price. Therefore, the recent market price of $[●] per share of Common Stock used throughout this prospectus as the assumed combined public offering price per share of Common Stock or Pre-Funded Warrant, as applicable, and accompanying Series Warrants may not be indicative of the actual combined public offering price per share for our Common Stock or Pre-Funded Warrant, as applicable, and the accompanying Series Warrants.

We ~~are an “emerging growth company” as defined~~have agreed to pay the Placement Agent the Placement Agent fees set forth in ~~Section 2(a)~~the table below, which assumes that we sell all of the ~~Securities Act~~securities offered by this prospectus. We will bear all costs associated with this offering. See “Plan of ~~1933~~Distribution” on page 17 of this prospectus for more information regarding these arrangements. There is no minimum number of shares of Common Stock or Pre-Funded Warrants or minimum aggregate amount of proceeds that is a condition for this offering to close. We may sell fewer than all of the shares of Common Stock and Pre-Funded Warrants (and accompanying Series Warrants) offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund if we do not sell all of the securities offered hereby. In addition, we have not specified a minimum number of securities or amount of proceeds, and we have not established an escrow account in connection with this offering. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus.

This prospectus, including such information that is incorporated by reference, contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All the summaries are ~~subject~~qualified in their entirety by the actual documents. Copies of some of the documents referred to ~~reduced public company reporting requirements. See “Prospectus Summary — Implications~~herein have been filed or have been incorporated by reference as exhibits to the registration statement of ~~Being an Emerging Growth Company.~~which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading “Where You Can Find Additional Information.”

Investing in our ~~common stock~~securities involves a high degree of risk. Please read “Risk Factors” beginning on page 96 of this ~~prospectus.~~prospectus as well as any other risk factors and other information contained in any other document that is incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

~~(1)~~ The ~~public offering price~~securities are not being offered in any jurisdiction where the offer is ~~$ per share of common stock and $0.01 per warrant to purchase 0.25 of a share of common stock.~~

~~(2) We refer you to “Underwriting” beginning on page 19 for additional information regarding total underwriting compensation.~~

We granted the underwriters an option for 30 days to purchase up to an additional 375,000 shares and warrants to purchase 93,750 shares of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ .not permitted.

Delivery of the ~~shares~~Common Stock, Pre-Funded Warrants and ~~warrants will~~the Series Warrants offered hereby is expected to be made on or about [●], ~~2017.~~2023, subject to satisfaction of certain customary closing conditions.

You should read this prospectus and the information incorporated by reference in this prospectus and any applicable prospectus supplement before making an investment in our securities. Please read “Where You Can Find Additional Information” for more information. We have not and the Placement Agent has not authorized anyone to provide you with any information or to make any representation, other than those contained in this prospectus and the documents incorporated by reference or any free writing prospectus we have prepared. We take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. ~~This prospectus is an offer to sell only the shares and warrants offered hereby, but only in circumstances and in jurisdictions where it is lawful to so do.~~ The information contained in this prospectus or incorporated by reference in this prospectus is accurate only as of its date, or the date of the applicable document incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of our ~~common stock.~~Common Stock and Series Warrants. Our business, financial condition, results of operations and prospects may have changed since that date.

~~Neither we nor any of~~For investors outside the ~~underwriters~~United States: We have not done anything that would permit ~~this offering or~~ possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of securities and the distribution of this prospectus outside the United States.

The registration statement of which this prospectus forms a part that we have filed with the Securities and Exchange Commission (the “SEC”) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” before making your investment decision.

You should rely only on the information provided in or incorporated by reference in this prospectus, in any prospectus supplement or in a related free writing prospectus, or documents to which we otherwise refer you. We have not authorized anyone else to provide you with different information.

We have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and any accompanying prospectus supplement or any related free writing prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement or any related free writing prospectus. This prospectus and any accompanying prospectus supplement and any related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying prospectus supplement and any related free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and any accompanying prospectus supplement and any related free writing prospectus, if any, is accurate on any date subsequent to the date set forth on the front of such document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement and any related free writing prospectus is delivered or securities are sold on a later date.

We have not done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourself about and to observe any restrictions relating as to this offering and the distribution of this ~~prospectus.~~prospectus and any such free writing prospectus outside the United States.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

You should also read and consider the information in the documents to which we have referred you under the caption “Where You Can Find Additional Information” in this prospectus. In addition, this prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.”

Unless the context otherwise requires, references in this prospectus to “SenesTech,” “we,” “us,” “our” and “our company” refer to SenesTech, Inc., a Delaware corporation, and our subsidiaries. Our registered trademarks currently used in the United States include SenesTech, our logo, including “Sound science. Effective solutions.”, and Contrapest. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

This prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on our own internal estimates as well as independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus or the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” in this prospectus, and under similar headings in the other documents that are incorporated herein by reference. Accordingly, investors should not place undue reliance on this information.

The statements contained in this prospectus that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). All statements other than statements of historical facts contained or incorporated herein by reference in this prospectus, including statements regarding our future operating results, future financial position, business strategy, objectives, goals, plans, prospects, markets, and plans and objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “suggests,” “targets,” “contemplates,” “projects,” “predicts,” “may,” “might,” “plan,” “would,” “should,” “could,” “can,” “potential,” “continue,” “objective,” or the negative of those terms, or similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. Specific forward-looking statements in this prospectus include statements regarding:

These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and situations that are difficult to predict and that may cause our own, or our industry’s, actual results to be materially different from the future results that are expressed or implied by these statements. Accordingly, actual results may differ materially from those anticipated or expressed in such statements as a result of a variety of factors, including those discussed in Item 1A-“Risk Factors” of Part I of our Annual Report on Form 10-K, for the year ended December 31, 2022, filed with the SEC on March 17, 2023, and those contained from time to time in our other filings with the SEC. A number of factors could cause our actual results to differ materially from those indicated by the forward-looking statements. Such factors include, among others, the following:

All forward-looking statements included herein are based on information available to us as of the date hereof and speak only as of such date. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. The forward-looking statements contained in or incorporated by reference into this prospectus reflect our views as of the date of this prospectus about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance or achievements.

In the first quarter of 2022, we received approval for and began marketing an additional dispenser format for ContraPest, the Elevate^® Bait System with ContraPest. This system provides an additional delivery method particularly appropriate for roof rat populations or any rat infestations that manifest above ground.

Investing in our ~~common stock~~securities, including our Common Stock, our Pre-Funded Warrants and ~~warrants~~our Series Warrants, involves a number of risks. You should not invest unless you are able to bear the complete loss of your investment. You should carefully consider the risks described below and discussed under the section entitled “Risk Factors” in our most recent Annual Report on Form ~~10-K/A, as well as any amendment or updates to our risk factors reflected in subsequent filings under the Exchange Act, including but not limited to our most recent Quarterly Report on Form 10-Q/A,~~10-K, which ~~are~~is incorporated herein by reference, ~~in their entirety,~~ together with other information in this prospectus and the information and documents incorporated by reference in this ~~prospectus. These~~prospectus, including our future reports on Form 10-K and 10-Q. The risks and uncertainties we have described below ~~or otherwise~~and under the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K incorporated herein by reference are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business could be harmed. In such case, the trading price of our ~~common stock~~Common Stock could decline and investors could lose all or a part of the money paid to buy our ~~common stock and warrants.~~securities. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of these and other factors.

See also the statements contained under the heading “Forward-Looking Statements.”

Risks Related to ~~This~~this Offering and ~~Owning Shares~~the Proposed Reverse Stock Split

If we are unable to continue as a going concern, our securities will have little or no value.

We have incurred operating losses since our inception, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. Our financial statements as of December 31, 2022 and 2021 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm included in its opinion for the years ended December 31, 2022, and 2021 an explanatory paragraph referring to our net loss from operations and net capital deficiency and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. If we encounter continued issues or delays in the commercialization of ContraPest or greater than anticipated expenses, our prior losses and expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern. There are no assurances that such financing, if necessary, will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.

Our reverse stock splits may decrease the liquidity of the shares of our Common Stock.

On October 12, 2022, our stockholders approved a reverse stock split of our Common Stock at a ratio of not less than 1-for-5 and ~~Warrants~~not more than 1-for-20, with the actual ratio to be determined by our board of directors. On November 15, 2022, the Reverse Split Committee of our board of directors approved a final split ratio of one-for-twenty (1:20) to regain compliance with the Nasdaq minimum bid price requirement. On July 21, 2023, subject to stockholder approval, our board of directors approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect the 2023 Reverse Stock Split by a ratio of not less than 1-for-2 and not more than 1-for-12. If our stockholders approve the 2023 Reverse Stock Split, the exact ratio of the 2023 Reverse Stock Split will be set within this range as determined by our board of directors in its sole discretion. The liquidity of the shares of our Common Stock may be affected adversely by the reverse stock splits given the reduced number of shares that are outstanding following the reverse stock splits. In addition, the reverse stock splits increase the number of stockholders who own odd lots (less than 100 shares) of our Common Stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

~~Purchasers~~Following a reverse stock split, the resulting market price of our Common Stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our Common Stock may not improve.

Although we believe that a higher market price of our Common Stock may help generate greater or broader investor interest, there can be no assurance that a reverse stock split, including the proposed 2023 Reverse Stock Split, will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our Common Stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our Common Stock may not necessarily improve. Additionally, it cannot be assured that a reverse stock split, including the proposed 2023 Reverse Stock Split, will result in any sustained proportionate increase in the market price of our Common Stock, which is dependent upon many factors, including our business and financial performance, general market conditions, and prospects for future success, which are unrelated to the number of shares of our Common Stock outstanding. It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split.

Management will have broad discretion as to the use of proceeds from this offering ~~will suffer immediate dilution.~~and we may use the net proceeds in ways with which you may disagree.

We intend to use the net proceeds of this offering for general corporate purposes, which may include research and development expenses, capital expenditures, working capital and general and administrative expenses, and potential acquisitions of or investments in businesses, products and technologies that complement our business, although we have no present commitments or agreements to make any such acquisitions or investments as of the date of this prospectus. Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our Common Stock. Accordingly, you will be relying on the judgment of our management on the use of net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Our failure to apply these funds effectively could have a material adverse effect on our business and cause the price of our Common Stock to decline.

Pending these uses, we intend to invest the funds in short-term, investment grade, interest-bearing securities. It is possible that, pending their use, we may invest the net proceeds in a way that does not yield a favorable, or any, return for us.

The public offering price will be set by our board of directors and does not necessarily indicate the actual or market value of our Common Stock.

Our board of directors will approve the public offering price and other terms of this offering after considering, among other things: the number of shares authorized in our Amended and Restated Certificate of Incorporation; the current market price of our Common Stock; trading prices of our Common Stock over time; the volatility of our Common Stock; our current financial condition and the prospects for our future cash flows; the availability of and likely cost of capital of other potential sources of capital; the characteristics of interested investors and market and economic conditions at the time of the offering. The offering price is not intended to bear any relationship to the book value of our assets or our past operations, cash flows, losses, financial condition, net worth or any other established criteria used to value securities. The public offering price may not be indicative of the fair value of the Common Stock.

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement, including the following: (i) timely delivery of shares; (ii) agreement to not enter into variable rate financings for one year from closing, subject to certain exceptions; (iii) agreement to not enter into any financings for 90 days from closing; and (iv) indemnification for breach of contract.

If you purchase ~~common stock~~the Common Stock or Pre-Funded Warrants sold in this offering, ~~the value of your shares based on our actual book value will immediately be less than the offering price~~ you paid. This reduction in the value of your equity is known as dilution. At the assumed public offering price of $ per share and accompanying warrants, purchasers of common stock in this offering will experience immediate dilution as a result of ~~approximately $~~this offering and future equity issuances.

Because the combined price per ~~share. Based upon~~share of our Common Stock, or Pre-Funded Warrants, and the ~~as adjusted~~accompanying Series Warrants being offered is higher than the book value per share of our Common Stock, you will suffer immediate and substantial dilution in the net tangible book value of ~~our common~~the Common Stock you purchase in this offering. See the section entitled “Dilution” of this prospectus for a more detailed discussion of the dilution you will incur if you purchase Common Stock or Pre-Funded Warrants in this offering. To the extent outstanding stock ~~at September 30, 2017, your shares may be worth less per share than the price you paid in the offering. If the~~ options and warrants we previously granted are exercised, additional dilution will occur. As of November 7, 2017, options to purchase 1,558,800 shares of common stock at a weighted-average exercise price of $1.73 per share were outstanding, 344,982 shares of common stock issuable upon the vesting of restricted stock units were outstanding andor warrants to purchase ~~829,285~~Common Stock, including the Series Warrants or the Placement Agent Warrants are exercised, there will be further dilution to new investors. The issuance of additional shares of ~~common stock at a weighted-average exercise price of $9.88 per share were outstanding. Furthermore,~~our Common Stock in future offerings could be dilutive to stockholders if they do not invest in future offerings. Moreover, to the ~~underwriters exercise the~~extent that we issue options or warrants to ~~be issued to them as compensation in connection with this offering~~purchase, or ~~if we raise additional funding by issuing additional equity~~ securities ~~the newly-issued~~convertible into or exchangeable for, shares ~~will further dilute your percentage ownership~~ of our ~~shares~~Common Stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may ~~also reduce the value of your investment.~~experience further dilution.

There is no public market for the ~~warrants~~Pre-Funded Warrants or the Series Warrants being offered in this offering.

There is no established public trading market for the ~~warrants~~Pre-Funded Warrants or the Series Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the ~~warrants~~Pre-Funded Warrants or the Series Warrants on any securities exchange or nationally recognized trading system, including ~~The NASDAQ Capital Market.~~Nasdaq. Without an active market, the liquidity of the ~~warrants~~Pre-Funded Warrants or the Series Warrants will be limited.

~~Our share price may be volatile, which could subject us to securities class action litigation and prevent you from being able to sell your shares at or above the offering price.~~

~~Our stock could be subject to wide fluctuation in response to many risk factors listed in this section or incorporated by reference into this prospectus, and others beyond our control, including:~~

Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes, or international currency fluctuations, may negatively impact the market price of shares of our common stock. In addition, such fluctuations could subject us to securities class action litigation, which could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. If the market price of shares of our common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

~~If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.~~

The trading market for our common stock is impacted by the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. We cannot assure that analysts will continue to cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

~~We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.~~

We currently intend to allocate the net proceeds that we will receive from this offering as described in this prospectus under the “Use of Proceeds” section of this prospectus. However, our management will have broad discretion in the actual application of the net proceeds, and we may elect to allocate proceeds differently from that described herein if we believe it would be in the best interest of the Registrant to do so. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. The failure by our management to apply these funds effectively could have a material adverse effect on our business. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

~~Future sales, or the possibility of future sales, of a substantial number of our common shares could adversely affect the price of the shares and dilute stockholders.~~

Future sales of a substantial number of our common shares, or the perception that such sales will occur, could cause a decline in the market price of our common shares. This is particularly true if we sell our stock at a discount. In addition, in connection with this offering, our directors and executive officers entered into lock-up agreements. If, after the end of such lock-up agreements, these stockholders sell substantial amounts of common shares in the public market, or the market perceives that such sales may occur, the market price of our common shares and our ability to raise capital through an issue of equity securities in the future could be adversely affected.

In addition, in the future, we may issue additional common shares or other equity or debt securities convertible into common shares in connection with a financing, acquisition, litigation settlement, employee arrangements, or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and could cause our common share price to decline.

Holders of ~~warrants~~Pre-Funded Warrants or Series Warrants purchased in this offering will have no rights as ~~common stockholders~~Common Stockholders until such holders exercise ~~their~~such warrants and acquire our ~~common stock.~~Common Stock.

Until holders of ~~warrants~~Pre-Funded Warrants or Series Warrants acquire shares of our ~~common stock~~Common Stock upon exercise of the ~~warrants,~~Pre-Funded Warrants or Series Warrants, as applicable, holders of ~~warrants~~Pre-Funded Warrants or Series Warrants will have no rights with respect to the shares of our ~~common stock~~Common Stock underlying such ~~warrants.~~Pre-Funded Warrants or Series Warrants. Upon exercise of the ~~warrants,~~Pre-Funded Warrants or Series Warrants, the holders will be entitled to exercise the rights of a ~~common stockholder~~Common Stockholder only as to matters for which the record date occurs after the exercise date.

~~We are~~Provisions of the Series Warrants and Pre-Funded Warrants offered by this prospectus could discourage an ~~“emerging growth company” as that term is used in~~acquisition of us by a third party.

In addition to the ~~JOBS Act, and we intend to continue to take advantage~~discussion of ~~reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our common stock being less attractive to investors and adversely affect~~ the ~~market price~~provisions of our ~~common stock or~~Amended and Restated Certificate of Incorporation, certain provisions of the Series Warrants and Pre-Funded Warrants offered by this prospectus could make it more difficult or expensive for a third party to ~~raise capital~~acquire us. Such Series Warrants and Pre-Funded Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Series Warrants and Pre-Funded Warrants. Further, the Series Warrants and Pre-Funded Warrants provide that, in the event of certain transactions constituting “fundamental transactions,” with some exception, holders of such the Series Warrants and Pre-Funded Warrants will have the right, at their option, to require us to repurchase such the Series Warrants and Pre-Funded Warrants at a price described in the Series Warrants and Pre-Funded Warrants. These and other provisions of the Series Warrants and Pre-Funded Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.

The Series Warrants in this offering do not confer any rights of Common Stock ownership on its holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of Common Stock at a fixed price, as the case maybe. In addition, following this offering, the market value of the Series Warrants, if any, is uncertain and ~~when we need it.~~there can be no assurance that the market value of the Series Warrants will equal or exceed their imputed offering price and consequently, whether it will ever be profitable for holders of the Series Warrants to exercise such warrants. The Series Warrants will not be listed or quoted for trading on any market or exchange.

We do not intend to pay any cash dividends on Common Stock in the foreseeable future and, therefore, any return on your investment in Common Stock must come from increases in the fair market value and trading price of Common Stock.

We ~~are an “emerging growth company” as that term is used~~do not intend to pay any cash dividends on Common Stock in the ~~JOBS~~foreseeable future and, therefore, any return on your investment in Common Stock must come from increases in the fair market value and trading price of Common Stock.

This is a best efforts offering. No minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, including our near-term business plans.

The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, Placement Agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to support our continued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds to complete such short-term operations. Such additional fundraises may not be available or available on terms acceptable to us.

We estimate that the net proceeds from this offering will be approximately $[●] based on the sale of [●] shares of Common Stock and accompanying Series Warrants at an assumed combined public offering price of $[●] per share of Common Stock and the Series Warrants, which is equal to the last reported sale price per share of our Common Stock on Nasdaq on [●], 2023, after deducting the Placement Agent fees and estimated offering expenses payable by us, and assuming no exercise of the Series Warrants being issued in this offering. The foregoing discussion additionally assumes no sale of Pre-Funded Warrants.

However, because this is a best efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, the Placement Agent’s fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

These estimates exclude the proceeds, if any, from the exercise of the Series Warrants issued in this offering. We cannot predict when or if these Series Warrants will be exercised. It is possible that these Series Warrants may expire and may never be exercised. Additionally, the Series Warrants contain a cashless exercise provision that permit exercise of the Series Warrants on a cashless basis at any time where there is no effective registration statement under the Securities Act of 1933, as amended, covering the issuance of the underlying shares.

Pending these uses, we intend to ~~continue to take advantage of certain exemptions from various reporting requirements~~invest the funds in short-term, investment grade, interest-bearing securities. It is possible that, are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved, and exemptions from any rules that the Public Company Accounting Oversight Board may adopt requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements. We currently take advantage of some, but not all, of the reduced regulatory and reporting requirements that are available to us under the JOBS Act, and intend to continue to do so as long as we qualify as an “emerging growth company.” For example, so long as we qualify as an “emerging growth company,”pending their use, we may ~~elect~~invest the net proceeds in a way that does not to provide you with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would have otherwise been required to provide in filings we make with the SEC, which may make it more difficultyield a favorable, or any, return for ~~investors and securities analysts to evaluate~~ us.

We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company, which in certain circumstances could be for up to five years. See “Prospectus Summary-Implications of Being an Emerging Growth Company.”9

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company,” we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our business, results of operations, financial condition and cash flows, and future prospects may be materially and adversely affected.

~~FORWARD-LOOKING STATEMENTS~~MARKET PRICE OF OUR COMMON STOCK AND ~~INDUSTRY DATA~~RELATED STOCKHOLDER MATTERS

This prospectus and the documents incorporated by reference herein contain forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:Market Information

▪

~~The potential opportunities for commercializing our product candidates;~~

▪

~~The effectiveness of our solution and our strategy;~~

▪

~~Our ability to source key product ingredients and at commercially acceptable prices;~~

▪

~~The likelihood of regulatory approvals for our product candidates;~~

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~~The anticipated results and effects of our product candidates;~~

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~~Our expectations regarding the potential market size for our products candidates, if approved for commercial use;~~

▪

~~Estimates of our expenses, capital requirements and need for additional financing and the ability to fund operations;~~

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~~Our ability to enter into strategic partnership agreements and to achieve the expected results from such arrangements;~~

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~~The initiation, timing, progress and results of future laboratory and field studies and our research and development programs;~~

▪

~~Our ability to manufacture our product candidates in a commercially efficient manner;~~

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~~The scope of protection we are able to obtain and maintain for our intellectual property rights covering our product candidates;~~

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~~Our use of proceeds from this offering;~~

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~~Our financial performance;~~

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~~Developments and projections relating to our competitors and our industry; and~~

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~~Our ability to sell our products at commercially reasonable values.~~

~~In some cases, you can identify forward-looking statements by terms such as “may,~~Our Common Stock is listed on Nasdaq under the symbol “SNES.” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” orA description of the ~~negative of these terms or other similar expressions. These statements~~Common Stock that we are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risksissuing in this ~~prospectus in greater detail~~offering is set forth under the heading ~~“Risk Factors” and elsewhere in~~“Description of Securities We Are Offering.” We do not intend to apply for the listing of the Pre-Funded Warrants or the Series Warrants that are part of this prospectus. You should not rely upon forward-looking statements as predictions of future events. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risks and uncertainties.offering on any national securities exchange.

~~Although~~The last reported sale price on Nasdaq for our Common Stock on [●], 2023 was $[●] per share.

Holders

As of June 30, 2023, we ~~believe that~~had 694 record holders of our Common Stock, and no preferred stock issued and outstanding. The number of record holders was determined from the ~~expectations reflected~~records of our transfer agent and does not include beneficial owners of Common Stock whose shares are held in the ~~forward-looking statements are reasonable, we cannot guarantee future results, levels~~names of ~~activity, performance or achievements. Except as required by law, after the date~~various security brokers, dealers, and registered clearing agencies. The transfer agent of ~~this prospectus, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.~~our Common Stock and publicly traded warrants is Transfer Online, Inc. The transfer agent and registrar’s address is 512 SE Salmon Street, Portland, Oregon 97214.

Dividend Policy

We ~~obtained~~have never declared or paid any cash dividends on our Common Stock. We do not anticipate paying any cash dividends to stockholders in the ~~industry, market~~foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the board of directors and ~~competitive position data in this prospectus from~~will be dependent upon our ~~own internal estimates~~financial condition, results of operations, capital requirements, and ~~research~~such other factors as ~~well as from industry and general publications and research surveys and studies conducted by third parties. While we believe that each~~the board of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions we use are appropriate, neither such research nor these definitions have been verified by any independent source.directors deem relevant.

~~USE OF PROCEEDS~~Dilution

~~We estimate that~~If you invest in our Common Stock and/or Pre-Funded Warrants in this offering, your ownership interest will be diluted immediately to the extent of the difference between the effective public offering price per share of our Common Stock and the pro forma as adjusted net ~~proceeds from~~tangible book value per share of our Common Stock after this offering. Our net tangible book value as of March 31, 2023 was approximately $3.5 million, or $1.66 per share of our Common Stock (based upon 2,107,339 shares of our Common Stock outstanding as of such date). Net tangible book value per share is equal to our total tangible assets less our total liabilities, divided by the number of shares of our outstanding Common Stock.

After giving effect to the issuance and sale of 857,146 shares of Common Stock and accompanying Series C Warrants to purchase up to 857,146 shares of Common Stock in the April Offerings subsequent to March 31, 2023, for aggregate gross consideration of approximately $1.5 million, and the payment of the placement agent fees and expenses related to the April Offerings (the “Pro Forma Adjustments”), our pro forma net tangible book value as of March 31, 2023 would have been approximately $4.7 million, or approximately $1.59 per share of Common Stock.

After giving further effect to the sale of shares of our ~~common stock~~Common Stock and ~~warrants~~accompanying Series Warrants in this offering ~~will be approximately $ million (or $ million if~~at the ~~underwriters exercise in full their option to purchase additional shares and warrants from us), based on the initial~~assumed combined public offering price of $$[●] per share and ~~accompanying warrant,~~Series Warrants (the last reported sale price of our Common Stock on Nasdaq on [●], 2023), and after deducting ~~underwriting discounts and commissions~~the Placement Agent fees and estimated offering expenses payable by us, and excluding the proceeds, if any, from the exercise of the ~~warrants~~Series Warrants and Pre-Funded Warrants, if any, issued in this ~~offering. Each~~offering, our pro forma as adjusted net tangible book value as of March 31, 2023 would have been approximately $[●], or $[●] per share of Common Stock. This represents an immediate [decrease/increase] in our pro forma as adjusted net tangible book value of $[●] per share to our existing stockholders, and an immediate dilution of $[●] per share to new investors purchasing securities in this offering at the assumed combined public offering price. The final combined public offering price will be determined between us, the Placement Agent and investors in the offering and may be at a discount to the current market price. Therefore, the assumed combined public offering price used throughout this prospectus may not be indicative of the final combined public offering price.

The following table illustrates this dilution on a per share basis:

Assumed combined public offering price per share and accompanying Series Warrants				$	[●]
Historical net tangible book value per share as of March 31, 2023	$	1.66
Decrease in net tangible book value per share attributable to the Pro Forma Adjustments	$	0.07
Pro forma net tangible book value per share as of March 31, 2023	$	1.59
[Decrease/Increase] in pro forma net tangible book value per share attributable to investors in this offering	$	([●]	)
Pro forma as adjusted net tangible book value per share after giving effect to this offering				$	[●]
Dilution per share to investors participating in this offering				$	[●]

A $0.25 increase ~~(decrease)~~ in the assumed combined public offering price of $$[●] per share and Series Warrants, which is the last reported sale price of our Common Stock on Nasdaq on [●], 2023, would result in an increase ~~(decrease) the~~in our pro forma as adjusted net ~~proceeds to us from~~tangible book value per share after this offering by approximately ~~$ , or approximately if~~$[●] and the ~~underwriters exercise their over-allotment option~~dilution per share to new investors purchasing shares in ~~full,~~this offering by $[●], assuming the number of ~~shares and warrants~~securities offered by us as set forth on the cover page of this prospectus remains the same and no sale of Pre-Funded Warrants, and after deducting the Placement Agent fee and estimated ~~underwriting discount~~offering expenses payable by us. A $0.25 decrease in the assumed combined public offering price of $[●] per share and Series Warrants, which is the last reported sale price of our Common Stock on Nasdaq on [●], 2023, would result in a decrease in our pro forma as adjusted net tangible book value per share after this offering by approximately $[●] and the dilution per share to new investors purchasing shares in this offering by $[●] assuming the number of securities offered by us as set forth on the cover page of this prospectus remains the same and no sale of Pre-Funded Warrants, and after the Placement Agent fee and estimated offering expenses payable by us. We may also increase or decrease the number of ~~shares of our common stock and warrants we are~~securities to be issued in this offering. AnEach increase (decrease) of ~~300,000~~1.0 million shares ~~sold in this offering~~offered by us would increase (decrease) the expected net proceeds of the offering to us by approximately $ , assuming that the assumed combined public offering price per share and the related warrant coverage remains the same.

We intend to use the net proceeds of this offering for working capital and general corporate purposes, including those related to commercialization of ContraPest. The expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures will depend on numerous factors, including the progress of our product development efforts and market acceptance of our products. As a result, our management will have broad discretion in applying the net proceeds from this offering. Pending the use of proceeds described above, we intend to invest the net proceeds from this offering in interest-bearing, investment-grade securities.

~~DILUTION~~

~~If you invest in our common stock and warrants in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering price per share and the~~pro forma as adjusted net tangible book value per share ~~of our common stock after this offering.~~

~~Our historical net tangible book value (deficit) as of September 30, 2017 was approximately $5.8 million, or $0.36~~and the dilution per share of common stock. Our historical net tangible book value (deficit) is the amount of our total tangible assets less our total liabilities. Historical net tangible book value (deficit) per share is our historical net tangible book value (deficit) divided by the weighted average number of shares of common stock outstanding as of September 30, 2017.

~~After giving effect~~ to ~~the sale of shares of common stock and warrants~~new investors purchasing securities in this offering ~~at an~~by $[●] assuming that the assumed public offering price remains the same and no sale of ~~$ per share and accompanying warrant,~~Pre-Funded Warrants, and after deducting the ~~estimated underwriting discounts and commissions~~Placement Agent fees and estimated offering expenses payable by us. The information discussed above is illustrative only and will be adjusted based on the actual combined public offering price and other terms of this offering as determined between us and ~~excluding~~ the ~~proceeds, if any, from~~Placement Agent at pricing.

The foregoing discussion and table do not take into account further dilution to investors in this offering that could occur upon the exercise of outstanding options and warrants, including the ~~warrants issued~~Pre-Funded Warrants and Series Warrants offered in this offering, ~~our as adjusted net tangible book value as of September 30, 2017 would have been approximately million, or $~~having a per share ~~of common stock. This represents an immediate increase in net tangible book value of $~~exercise price less than the public offering price per share ~~to existing stockholders and an immediate dilution in net tangible book value of $ per share to new investors purchasing shares of our common stock and accompanying warrants~~ in this offering.

~~If the underwriters exercise in full their option to purchase additional~~The discussion and table above are based on 2,107,339 shares of our ~~common stock and accompanying warrants from us,~~Common Stock outstanding as of March 31, 2023, which excludes the ~~net tangible book value per share,~~following as adjusted to give effect to the offering, would be $ per share, and the dilution in net tangible book value per share to $ . The following table illustrates this dilution on a per share basis:of such date:

~~Assumed combined public offering price per share and accompanying warrant~~	●	$
~~Historical net tangible book value per share as of September 30, 2017~~			~~0.36~~
~~As adjusted increase in net tangible book value per share attributable to investors in this offering~~
~~As adjusted net tangible book value per share after this offering~~
~~Dilution per share to investors participating in this offering~~		$

~~The foregoing tables and calculations as of September 30, 2017 exclude the following potentially dilutive shares of common stock:~~

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~~1,558,800~~280,448 shares of ~~common stock~~Common Stock issuable upon the exercise of ~~stock~~outstanding options ~~outstanding as of November 7, 2017, at~~with a weighted average exercise price of ~~$1.73~~$17.11 per share;

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~~344,982~~3,184,810 shares of ~~common stock issuable upon the vesting of restricted stock units outstanding as of November 7, 2017;~~

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~~829,285 shares of common stock~~Common Stock issuable upon the exercise of outstanding ~~common stock~~ warrants ~~as of November 7, 2017, at~~with a ~~weighted-average~~weighted average exercise price of ~~$9.88~~$7.78 per share;

13●

164,522 shares of Common Stock available for grant under our 2018 Equity Incentive Plan;

▪●

~~Shares~~[●] shares of our Common Stock issuable upon the exercise of ~~warrants~~Pre-Funded Warrants and Series Warrants issued in this offering; and

●

[●] shares of Common Stock issuable upon the exercise of the Placement Agent Warrants to be issued in connection with this ~~offering;~~offering and pursuant to this prospectus.

▪

~~785,095 shares of common stock available for future issuance under our 2015 Plan as of November 7, 2017.~~

The discussion and table above assume no sale of Pre-Funded Warrants, which, if sold, would reduce the number of shares of Common Stock that we are offering on a one-for-one basis.

To the extent that ~~any~~our outstanding ~~common stock~~ options ~~and common stock~~or warrants are exercised, new options are issued under our equity incentive plan, or ~~there are~~ additional ~~issuances of common stock options, common stock warrants or~~ shares of our ~~common stock~~Common Stock are issued in the future, there ~~will~~may be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

DESCRIPTION OF SECURITIES ~~TO BE REGISTERED~~

We are offering (i) 2,500,000 shares of our common stock and (ii) warrants to purchase up to 625,000 shares of our common stock. The shares of common stock and warrants will be issued separately. We are also registered the shares of common stock issuable from time to time upon exercise of the warrants offered hereby.

~~Common Stock~~WE ARE OFFERING

The following is a summary of the material terms ~~and provisions~~ of our ~~common stock are described herein under the caption “Description~~Common Stock. For additional information about our authorized capital, including our Common Stock and our outstanding warrants to purchase Common Stock, we refer you to our amended and restated certificate of ~~Capital Stock.”~~

~~Warrants~~

~~The following summary of certain terms~~incorporation and ~~provisions of warrants~~amended and restated bylaws that are ~~being offered hereby is not complete~~currently in effect, which are included herein as Exhibit 3.1 and ~~is subject to,~~Exhibit 3.2, respectively, and ~~qualified~~our filings with the SEC that are incorporated by reference in ~~its entirety by, the provisions of the warrant, the form of which is filed as an exhibit to the registration statement of which~~ this prospectus, ~~forms a part. Prospective investors should carefully review the terms and provisions of the form of warrant for a complete description of the terms and conditions of the warrants.~~

~~Form.~~~~The warrants will be issued~~including our Annual Report on ~~individual warrant agreements to investors.~~

~~Duration and Exercise Price~~. Each warrant offered hereby will have an exercise price per share equal to $ . The warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The warrants will be issued separately from the common stock, and may be transferred separately immediately thereafter. A warrant to purchase one share of our common stock will be issued for every four shares purchased in this offering.

~~Exercisability~~~~. The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full~~Form 10-K for the ~~number~~year ended December 31, 2022. For instructions on how to find copies of ~~shares~~these documents, please read “Where You Can Find Additional Information” and “Incorporation of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the warrant to the extent that the holder would own more than 4.99% of the outstanding common stock after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multipliedCertain Information by ~~the exercise price or round up to the next whole share.~~

~~Cashless Exercise~~. If, at the time a holder exercises its warrant, a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the warrant.

~~Call Provision.~~The warrants are callable by us in certain circumstances. Subject to certain conditions, in the event that the closing sale price for the measurement period, as described in the warrant, exceeds 200% of Exercise Price, then the Company may call for cancellation of all or any portion of the outstanding warrant for consideration equal to $.001 per warrant share.

~~Fundamental Transactions~~. In the event of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.

~~Transferability~~. Subject to applicable laws and the restriction on transfer set forth in the warrant, the warrant may be transferred at the option of the holder upon surrender of the warrant to us together with the appropriate instruments of transfer.

~~Exchange Listing~~~~. We do not intend to list the warrants on any securities exchange or nationally recognized trading system.~~

~~Right as a Stockholder~~. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the warrants do not have the rights or privileges of holders of our common stock, including any voting rights, unless and until they exercise their warrants.

~~Waivers and Amendments~~. Subject to certain exceptions, any term of the warrants may be amended or waived with our written consent and the written consent of the holders of at least a majority of the then-outstanding warrants.

~~DESCRIPTION OF CAPITAL STOCK~~Reference.”

General

The descriptions of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and amended and restated bylaws that are currently in effect. ~~Copies of these documents have been filed with the SEC and are incorporated by reference herein by reference.~~

Our amended and restated certificate of incorporation provides for ~~common stock~~Common Stock and ~~undesignated~~ preferred stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors.

Our authorized capital stock consists of 110,000,000 shares, all with a par value of $0.001 per share, of which 100,000,000 shares are designated as ~~common stock~~Common Stock and 10,000,000 shares are designated as preferred stock.

~~Our outstanding capital stock~~As of June 30, 2023, our Common Stock was held by approximately ~~772~~694 stockholders of ~~record as~~record. As of ~~November 7, 2017.~~June 30, 2023, we had 465,580 shares of our Common Stock reserved for issuance under our 2018 Equity Incentive Plan.

Common Stock

The holders of our ~~common stock~~Common Stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of ~~common stock~~Common Stock are entitled to receive ratably any dividends declared by our board of directors out of assets legally available therefor. In the event that we liquidate, dissolve or wind up, holders of our ~~common stock~~Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding shares of preferred stock. Holders of ~~common stock~~Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the ~~common stock.~~Common Stock. As discussed in “Risk Factors” above, certain provisions in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage, delay or prevent a merger, acquisition or other change of control involving us that our stockholders may consider favorable. All outstanding shares of ~~common stock~~Common Stock are ~~and all shares of common stock to be outstanding upon the closing of this offering will be,~~ fully paid and non-assessable.

Except as otherwise required by Delaware law, all stockholder action, other than the election of directors or certain amendments of our amended and restated certificate of incorporation, is taken by the vote of a majority of the ~~outstanding~~voting power of the shares ~~of common stock voting as a single class~~ present in person or represented by proxy at the meeting and entitled to vote on the subject matter, at a meeting ~~of stockholders at~~in which a quorum, consisting of a majority of the outstanding shares of ~~common stock~~Common Stock is present in person or by proxy. The election of directors by our stockholders is determined by a plurality of the ~~votes cast~~voting power of the shares present in person or represented by proxy at the ~~stockholders~~meeting and entitled to vote, at ~~any~~a meeting held for such purposes at which a quorum, consisting of a majority of the outstanding shares of ~~common stock,~~Common Stock, is present in person or by proxy. Certain amendments to our amended and restated certificate of incorporation require the approval of holders of at least sixty-six and two-third percent (66 2/3%) of the voting power of all then-outstanding shares of our ~~common stock~~Common Stock entitled to vote generally in the election of directors, voting together as a single class.

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our ~~common stock~~Common Stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.

~~Preferred~~The shares of Common Stock offered by this prospectus, when issued and paid for, will also be fully paid and non-assessable.

Our ~~amended~~Common Stock is listed on Nasdaq under the symbol “SNES.”

The transfer agent and ~~restated certificate~~registrar for our Common Stock is Transfer Online, Inc. The transfer agent and registrar’s address is 512 SE Salmon Street, Portland, Oregon 97214.

Series Warrants

The following summary of ~~incorporation provide~~certain terms and provisions of the Series Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Series Warrants, the forms of which are filed as exhibits to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the forms of Series Warrant for complete descriptions of the terms and conditions of the Series Warrants.

We are selling to investors in this offering of shares of our ~~board~~Common Stock (or Pre-Funded Warrants), together with a Series D Warrant to purchase one share of ~~directors may, without further action by~~ our ~~stockholders, fix~~Common Stock and a Series E Warrant to purchase one share of our Common Stock for each share of Common Stock (or Pre-Funded Warrant) purchased in this offering for a combined public offering price of $[●] (less $0.0001 per Pre-Funded Warrant). The Series D Warrants and the ~~rights, preferences, privileges and restrictions~~Series E Warrants are referred to herein together as the “Series Warrants.”

Each Series D Warrant will be exercisable beginning on the Initial Exercise Date, which is the date of closing, at an exercise price of $ per share, subject to adjustment. The Series D Warrants will be exercisable for five years from the Initial Exercise Date, but not thereafter. Each Series E Warrant will be exercisable beginning on the Initial Exercise Date, at an exercise price of $[●] per share, subject to adjustment. The Series E Warrants will be exercisable for thirteen months from the Initial Exercise Date, but not thereafter. No fractional shares of Common Stock will be issued in connection with the exercise of a Series Warrant. In lieu of fractional shares, we will round up to ~~an aggregate~~the next whole share.

Subject to limited exceptions, a holder of ~~10,000,000 shares~~Series Warrants will not have the right to exercise any portion of ~~preferred stock~~its Series Warrants if the holder, together with its affiliates, would beneficially own in ~~one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms~~excess of ~~redemption, liquidation preferences, sinking fund terms and~~4.99% (or, at the election of the holder, 9.99%) of the number of shares ~~constituting any series or the designation of such series, any or all of which may be greater than the rights~~ of our ~~common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood~~Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that ~~such holders will receive dividend payments and payments~~ upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action. Upon the closing of this offering, no shares of preferred stock will be outstanding, and we have no present plan61 days’ prior notice to ~~issue any shares of preferred stock.~~

~~Options~~

~~As of November 7, 2017, options to purchase 1,558,800 shares of our common stock issued pursuant to our 2015 Plan at a weighted-average exercise price of $1.73 per share were outstanding.~~

~~As of November 7, 2017, we had 344,982 shares of common stock issuable upon the vesting of restricted stock units outstanding.~~

~~Warrants~~

~~As of November 7, 2017, we had the following outstanding warrants to acquire shares of common stock:~~

~~Warrants automatically net exercised on second anniversary of the closing of the initial public offering~~

Warrants to purchase 488,119 shares of common stock having a weighted-average exercise price of $10.74 per share, are exercisable until the earlier of (i) December 13, 2018, the second anniversary of the closing of the initial public offering, and (ii) the closing of our liquidation, dissolution or winding up. The warrants have a net exercise provision pursuant to whichus, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in ~~lieu of~~no event shall the Beneficial Ownership Limitation exceed 9.99%.

The Series Warrants contain a “cashless exercise” feature that allows holders to exercise the Series Warrants without a cash payment ofto us upon the ~~exercise price~~terms set forth in ~~cash, surrender~~ the ~~warrant and receive a net amount of shares based on the fair market value of our common stock, as applicable,~~Series Warrants, if, at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the ~~warrant~~shares to the exercising Series Warrant holder.

In the case of certain fundamental transactions affecting our company, a holder of Series Warrants, upon exercise of such Series Warrants after ~~deduction~~such fundamental transaction, will have the right to receive, in lieu of shares of our Common Stock, the same amount and kind of securities, cash or property that such holder would have been entitled to receive upon the occurrence of the ~~aggregate exercise price. If~~fundamental transaction, had the ~~warrants are not~~Series Warrants been exercised immediately prior to such fundamental transaction. In lieu of such consideration, a holder of Series Warrants may instead elect to receive a cash payment based upon the ~~second anniversary~~Black-Scholes value of their Series Warrants.

The exercise price and number of the ~~closing~~shares of our Common Stock issuable upon the exercise of the ~~initial public offering, they~~Series Warrants will be ~~automatically~~subject to adjustment in the event of any stock dividends and splits, recapitalization, reorganization or similar transaction, as described in the Series Warrants.

We do not intend to list the Series Warrants on any securities exchange or nationally recognized trading system. Except as otherwise provided in the Series Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the Series Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Series Warrants.

Pre-Funded Warrants

The following summary of certain terms and provisions of Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrant, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of pre-funded warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.

Each Pre-Funded Warrant offered hereby will have an initial exercise price per share equal to $0.0001. The Pre-Funded Warrants will be immediately exercisable and may be exercised ~~pursuant to this net~~at any time until the Pre-Funded Warrants are exercised in full. The exercise ~~provision. The warrant~~price and number of shares of Common Stock issuable upon exercise ~~price~~ is subject to appropriate adjustment in the event of ~~certain~~stock dividends, stock splits, ~~stock dividends, reclassification~~reorganizations or similar events affecting our Common Stock and ~~certain other defined events.~~the exercise price. The Pre-Funded Warrants will be issued separately from the accompanying Series Warrants and may be transferred separately immediately thereafter.

The Pre-Funded Warrants ~~automatically net exercised on third anniversary~~will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed above). A holder (together with its affiliates) may not exercise any portion of the ~~closing~~Pre-Funded Warrant to the extent that the holder would own more than 4.99% of the ~~initial public offering~~

~~Warrants~~outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to purchase 138,666 shares of common stock having a weighted-average exercise price of $7.50 per share, are exercisable until the earlier of (i) December 13, 2019, the third anniversary of the closing of the initial public offering, and (ii) the closing of our liquidation, dissolution or winding up. The warrants have a net exercise provision pursuant to whichus, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Purchasers of Pre-Funded Warrants in this offering may also elect prior to the issuance of the Pre-Funded Warrants to have the initial exercise limitation set at 9.99% of our outstanding Common Stock.

At any time, in lieu of making the cash payment ~~of the~~otherwise contemplated to be made to us upon such exercise ~~price~~ in ~~cash, surrender the warrant and receive a net amount of shares based on the fair market value of our common stock, as applicable, at the time of exercise of the warrant after deduction~~payment of the aggregate exercise price. If the warrants are not exercised prior to the third anniversary of the closing of the initial public offering, they will be automatically exercised pursuant to this net exercise provision. The warrant exercise price, ~~is subject to appropriate adjustment in the event of certain stock splits, stock dividends, reclassification and certain other defined events.~~

~~Other Warrants~~

The University of Arizona, with whom we have a license agreement, holds a warrant to acquire 15,000 shares of common stock at an exercise price of $7.50 per share. This warrant is exercisable until the earlier of (i) June 2020, or (ii) the closing of our liquidation, dissolution or winding up. The warrant has a net exercise provision pursuant to which the holder may elect instead to receive upon such exercise (either in ~~lieu~~whole or in part) the net number of ~~payment~~shares of Common Stock determined according to a formula set forth in the Pre-Funded Warrants.

Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the ~~exercise price in cash,~~holder upon surrender ~~the warrant and receive a net amount of shares based on the fair market value of our common stock, as applicable, at the time of exercise~~ of the ~~warrant after deduction~~Pre-Funded Warrant to us together with the appropriate instruments of transfer.

We do not intend to list the ~~aggregate exercise price. The warrant exercise price is subject to appropriate adjustment~~Pre-Funded Warrants on any securities exchange or nationally recognized trading system. Except as otherwise provided in the ~~event~~Pre-Funded Warrants or by virtue of ~~certain stock splits, stock dividends, reclassification and certain other defined events.~~

~~Underwriters’ Warrants~~

~~During December 2016, in connection with our initial public offering, we issued warrants to purchase 187,500~~such holder’s ownership of shares of our ~~common stock to Roth Capital Partners at an exercise price of $9.60 per share. The warrant was fully vested and exercisable on~~Common Stock, the date of grant, and is exercisable until five years from the date of grant. The warrant exercise price is subject to appropriate adjustment in the event of certain stock splits, stock dividends, reclassification and certain other defined events.

~~Please see “Underwriting — Underwriters’ Warrant” on page 19 for a description~~holders of the ~~warrants we~~Pre-Funded Warrants do not have ~~agreed to issue to~~ the ~~underwriters in this offering, subject to completion~~rights or privileges of ~~this offering.~~

~~For additional information about outstanding warrants to acquire shares~~holders of our ~~common stock, please see “Item 1. Financial Statements — Notes to Condensed Financial Statements — Note 11.~~ Common Stock, ~~Warrants and Common Stock Warrant Liability” in our Quarterly Report on Form 10-Q filed with the SEC on November 8, 2017.~~

~~Registration Rights~~

~~We are not party to~~including any ~~agreements that provide our security holders with registration rights.~~voting rights, until they exercise their Pre-Funded Warrants.

Anti-Takeover Provisions

Certificate of Incorporation and Bylaws

Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the outstanding shares of ~~common stock~~Common Stock outstanding will be able to satisfy the quorum requirement and be able to elect all of our ~~directors.~~directors by a plurality of the voting power of the shares present in person or by proxy. Our amended and restated certificate of incorporation and amended and restated bylaws provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by written consent. A special meeting of stockholders may be called by a resolution adopted by a majority of our board, ~~class,~~ our chair of the board, our chief executive officer or the ~~president.~~president in absence of the chief executive officer. Any power of the stockholders to call a special meeting is specifically denied by the terms of our amended and restated certificate of incorporation.

~~As described above in “Management — Board Composition,” in accordance with our amended and restated certificate of incorporation our~~Our board of directors is divided into three classes with staggered three-year terms.

~~The foregoing~~ These provisions make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to ~~change our control.~~obtain control of us.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. ~~As a consequence,~~Consequently, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

▪●

Before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

▪●

Upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

▪●

On or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-third percent (66 2/3%) of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

▪●

Any merger or consolidation involving the corporation and the interested stockholder;

▪●

Any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

▪●

Subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

▪●

Any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

▪●

The receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Choice of Forum

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of a breach of fiduciary ~~duty;~~duty owed by any director, officer or other employee to us or our stockholders; any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action or proceeding asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine.

~~Listing~~However, this exclusive forum provision would not apply to suits brought to enforce any duty or liability created by the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder, or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, this provision may apply to Securities Act claims and federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce this provision and that our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

PLAN OF DISTRIBUTION

Pursuant to an engagement agreement, dated [●], 2023 (as amended, the “Placement Agent Agreement”), we have engaged [●] to act as our exclusive Placement Agent to solicit offers to purchase the securities offered pursuant to this prospectus on a reasonable best efforts basis. The Placement Agent Agreement does not give rise to any commitment by the Placement Agent to purchase any of our securities, and the Placement Agent will have no authority to bind us by virtue of the Placement Agent Agreement. The Placement Agent is not purchasing or selling any of the securities offered by us under this prospectus, nor is it required to arrange for the purchase or sale of any specific number or dollar amount of securities. The Placement Agent has agreed to use reasonable best efforts to arrange for the sale of the securities by us. Therefore, we may not sell all of the shares of Common Stock, Pre-Funded Warrants and Series Warrants being offered. The terms of this offering were subject to market conditions and negotiations between us, the placement agent and prospective investors. The Placement Agent does not guarantee that it will be able to raise new capital in any prospective offering. The Placement Agent may engage sub-agents or selected dealers to assist with the offering.

We will enter into a securities purchase agreement directly with institutional investors, at such investor’s option, which purchase our securities in this offering. Investors which do not enter into a securities purchase agreement shall rely solely on this prospectus in connection with the purchase of our securities in this offering. In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract is material to larger purchasers in this offering as a means to enforce the following covenants uniquely available to them under the securities purchase agreement: (i) a covenant to not enter into variable rate financings for a period of one year following the closing of the offering, subject to an exception; and (ii) a covenant to not enter into any equity financings for 90 days from closing of the offering, subject to certain exceptions. The nature of the representations, warranties and covenants in the securities purchase agreements shall include:

●

standard issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and

●

covenants regarding matters such as registration of warrant shares, no integration with other offerings, filing of a Form 8-K to disclose entering into these securities purchase agreements, no stockholder rights plans, no material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing of shares of Common Stock, and no subsequent equity sales for 90 days.

We will deliver the securities being issued to the investors upon receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. We expect to deliver the securities being offered pursuant to this prospectus on or about [●], 2023. There is no minimum number of securities or amount of proceeds that is a condition to closing of this offering.

Fees and Expenses

We have agreed to pay the Placement Agent a cash fee equal to [●]% of the aggregate gross proceeds raised in this offering and to reimburse the Placement Agent for its legal fees and expenses and other out-of-pocket expenses in an amount up to $[●] and for the Placement Agent’s costs for the clearing agent, in an amount up to $[●]. We have also agreed to pay the Placement Agent a management fee equal to [●]% of the gross proceeds raised in this offering and up to $[●] or [●]% of the aggregate proceeds of this offering, whichever is less, for non-accountable expenses. We estimate the total offering expenses of this offering that will be payable by us, excluding the Placement Agent fees and expenses, will be approximately $[●].

Placement Agent Warrants

In addition, we have agreed to issue to the Placement Agent or its designees the Placement Agent Warrants to purchase up to [●] shares of Common Stock (which represents [●]% of the aggregate number of shares of shares of Common Stock issued in this offering and issuable upon the exercise of the Pre-Funded Warrants issued in this offering) with an exercise price of $[●] per share (representing [●]% of the combined public offering price per share and accompanying Series Warrants) and exercisable for five years from the date of the commencement of sales in this offering. The Placement Agent Warrants and the shares issuable upon exercise of the Placement Agent Warrants are registered on the registration statement of which this prospectus is a part. The form of the Placement Agent Warrant has been included as an exhibit to this registration statement of which this prospectus forms a part.

Tail

We have also agreed to pay the Placement Agent a tail fee equal to the cash and warrant compensation in this offering, if any investor, who was contacted or introduced to us by the Placement Agent during the term of its engagement, provides us with capital in any public or private offering or other financing or capital raising transaction during the 12-month period following expiration or termination of our engagement of the Placement Agent, other than certain private placement transactions involving issuances of securities to an operating company or an owner of an asset in a business synergistic with our business. The Placement Agent will only be entitled to such fee to the extent that the parties were directly introduced to us by the Placement Agent, in accordance with FINRA Rule 2010).

Regulation M

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the Placement Agent acting as principal. Under these rules and regulations, the Placement Agent (i) may not engage in any stabilization activity in connection with our securities and (ii) may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Indemnification

We have agreed to indemnify the Placement Agent against liabilities relating to the offering arising under the Securities Act and the Exchange Act, liabilities arising from breaches of some or all of the representations and warranties contained in the Placement Agent Agreement, and to contribute to payments that the Placement Agent may be required to make for these liabilities.

Determination of Offering Price

Our ~~common stock~~Common Stock is ~~listed~~currently traded on ~~the NASDAQ Capital Market~~Nasdaq under the symbol “SNES.” On [●], 2023 the closing price of our Common Stock on Nasdaq was $[●] per share.

There is a material disparity between the combined public offering price of the shares of our Common Stock and accompanying Series Warrants and combined public offering price of the Pre-Funded Warrants and accompanying Series Warrants being offered under this prospectus and the market price of the Common Stock at the date of this prospectus. We believe that the market price of our Common Stock at the date of this prospectus is not the appropriate public offering price for the shares of our Common Stock, or the Pre-Funded Warrants, because the market price is affected by a number of factors. The final combined public offering price was determined by negotiation between us, the Placement Agent and the investors in this offering. The principal factors considered by us and the Placement Agent in determining the final public offering price included:

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the recent trading history of our Common Stock on Nasdaq, including market prices and trading volume of our Common Stock;

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the current market price of our Common Stock on Nasdaq;

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the recent market prices of, and demand for, publicly traded Common Stock of generally comparable companies;

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the information set forth or incorporated by reference in this prospectus and otherwise available to the Placement Agent;

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our past and present financial performance and an assessment of our management;

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our prospects for future earnings and the present state of our products;

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the current status of competitive products and product developments by our competitors;

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our history and prospects, and the history and prospects of the industry in which we compete;

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the general condition of the securities markets at the time of this offering; and

●

other factors deemed relevant by the Placement Agent and us.

The final combined public offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the shares of Common Stock and accompanying Series Warrants and/or the Pre-Funded Warrants and accompanying Series Warrants sold in this offering. That price is subject to change as a result of market conditions and other factors and we cannot assure you that the shares of Common Stock and accompanying Series Warrants and/or Pre-Funded Warrants and accompanying Series Warrants sold in this offering can be resold at or above the combined public offering price.

Lock-up Agreements

Our officers and directors, representing beneficial ownership of 5.32% of our outstanding shares of Common Stock, have agreed with the Placement Agent to be subject to a lock-up period of 90 days following the closing of this offering. This means that, during the applicable lock-up period, such persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any shares of our Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of our Common Stock. Certain limited transfers are permitted during the lock-up period if the transferee agrees to these lock-up restrictions. We have also agreed to similar lock-up restrictions on the issuance and sale of our securities for 90 days following the closing of this offering, although we will be permitted to issue stock options or stock awards to directors, officers and employees under our existing plans. The lock-up period is subject to an additional extension to accommodate for our reports of financial results or material news releases. The Placement Agent may, in its sole discretion and without notice, waive the terms of any of these lock-up agreements.

Transfer Agent and Registrar

The transfer agent and registrar for our ~~common stock~~Common Stock is Transfer Online, Inc. ~~The transfer agent and registrar’s address is 512 SE Salmon Street, Portland, Oregon 97214.~~

~~UNDERWRITING~~

We have entered into an underwriting agreement with the several underwriters listed in the table below. Roth Capital Partners, LLC is the representative of the underwriters. We refer to the several underwriters listed in the table below as the ‘‘underwriters.’’ Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and the underwriters have agreed to purchase from us, shares of our common stock and warrants to purchase shares of our common stock. Our common stock trades on the NASDAQ Capital Market under the symbol ‘‘SNES.’’

Pursuant to the terms and subject to the conditions contained in the underwriting agreement, we have agreed to sell to the underwriters named below, and each underwriter severally has agreed to purchase from us, the respective number of shares of common stock and warrants to purchase common stock set forth opposite its name below:

Underwriter Number of Shares Number of Warrants
Roth Capital Partners, LLC 2,500,000 625,000
Total 2,500,000 625,000

The underwriting agreement provides that the obligation of the underwriters to purchase the shares of common stock offered and the warrants to purchase shares of common stock by this prospectus is subject to certain conditions. The underwriters are obligated to purchase all of the shares of common stock and the warrants to purchase shares of our common stock offered hereby if any of the securities are purchased.

We have granted the underwriters an option to buy up to an additional 375,000 shares of common stock and warrants to purchase 93,750 shares of common stock from us at the public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any. The underwriters may exercise this option at any time, in whole or in part, during the 30-day period after the date of this prospectus; however, the underwriters may only exercise the option once.

~~Discounts, Commissions and Expenses~~Other Relationships

The ~~underwriters propose to offer the shares of common stock~~Placement Agent and ~~accompanying warrants pursuant to the underwriting agreement to the public at the public offering price set forth on the cover page of this prospectus~~its affiliates have engaged, and ~~to certain dealers at that price less a concession not in excess of $ per share. After this offering, the public offering price and concession~~ may ~~be changed by the underwriters. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.~~

~~Commissions~~~~. In connection with the sale of the common stock and warrants to be purchased by the underwriters, the underwriters will be deemed to have received compensation~~ in the form of underwriting commissions and discounts. The underwriter’ commissions and discounts will be 7.0% of the gross proceeds of this offering, or $ per share of common stock and the accompanying warrant, based on the public offering price per share and warrant set forth on the cover page of this prospectus.

~~Underwriters’ Warrant~~. We have agreed to issue to the underwriters warrants initially exercisable for up to 250,000 shares of common stock (10% of the shares of common stock sold in this offering, excluding the option to purchase additional shares). The shares issuable upon exercise of the warrants are identical to those offered by this prospectus. The warrants are exercisable at a per share price equal to 150% of the price per share in this offering. The warrants will be exercisable at any time, and from time to time, in whole or in part, during the five-year period commencing on the effective date of this offering, which period shall not extend further than five years from the effective date of this offering in compliance with FINRA Rule 5110(f)(2)(G)(i). The warrants and the shares of common stock underlying the warrants have been deemed compensation by FINRA and are therefore subject to a 180 day lock-up pursuant to Rule 5110(g)(1) of FINRA. The underwriters (or permitted assignees under Rule 5100(g)(1)) will not sell, transfer, assign, pledge or hypothecate the warrants or the securities underlying the warrants, nor will theyfuture engage, in ~~any hedging, short sale, derivative, put, or call transaction that would result~~investment banking transactions and other commercial dealings in the ~~effective economic disposition~~ordinary course of ~~the warrants~~business with us or ~~the underlying securities for a period of 180 days from the date of effectiveness of the registration statement.~~our affiliates. The ~~exercise price and number of shares issuable upon exercise of the warrants~~Placement Agent has received, or may ~~be adjusted in certain circumstances, including~~ in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price and the number of underlying shares will not be adjusted for issuance of common stock at a price below the warrant exercise price.

~~Expenses~~~~. We have also agreed to reimburse Roth Capital Partners at closing for legal expenses incurred by it in connection with the offering up to a maximum of $50,000.~~

~~The following table shows the underwriting discounts~~future receive, customary fees and commissions payable to the underwriters by us in connection with this offering (assuming both the exercise and non-exercise of the over-allotment option to purchase additional shares of common stock we have granted to the underwriters):

~~Per Combined Share~~

~~and Warrant~~

~~Total~~

~~Without~~
~~Over-~~
~~allotment~~

~~With~~
~~Over-~~
~~allotment~~

~~Without~~
~~Over-~~
~~allotment~~

~~With~~
~~Over-~~
~~allotment~~

~~Public offering price~~

~~Underwriting discounts and commissions paid by us~~

~~Indemnification~~

Pursuant to the underwriting agreement, we have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the underwriters or such other indemnified parties may be required to make in respect of those liabilities.

~~Lock-Up Agreements~~

We have agreed not to (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock; (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of common stock; or (iii) file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, without the prior written consent of Roth Capital Partners for a period of 90 days following the date of this prospectus (the “Lock-up Period”). This consent may be given at any time without public notice. These restrictions on future issuances are subject to exceptions for (i) the issuance of shares of our common stock sold in this offering, (ii) the issuance of shares of our common stock upon the exercise of outstanding options or warrants and the vesting of restricted stock awards or units, (iii) the issuance of employee stock options not exercisable during the Lock-up Period and the grant, redemption or forfeiture of restricted stock awards or restricted stock units pursuant to our equity incentive plans or as new employee inducement grants and (iv) the issuance of common stock or warrants to purchase common stock in connection with mergers or acquisitions of securities, businesses, property or other assets, joint ventures, strategic alliances, equipment leasing arrangements or debt financing.these transactions.

In addition, in the ordinary course of their business activities, the Placement Agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The Placement Agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The Placement Agent acted as the placement agent in connection with several private placements and registered offerings in the past three years and it received compensation for each ~~of our directors and executive officers has entered into a lock-up agreement~~such offering. However, except as disclosed in this prospectus, we have no present arrangements with the ~~underwriters. Under the lock-up agreements, the directors and executive officers may not, directly or indirectly, sell, offer to sell, contract to sell, or grant~~Placement Agent for any option for the sale (including any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of, or enter into any transaction which is designed to or could be expected to result in the disposition of, any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, or publicly announce any intention to do any of the foregoing, without the prior written consent of Roth Capital Partners, for a period of 90 days from the closing date of this offering. This consent may be given at any time without public notice. These restrictions on future dispositions by our directors and executive officers are subject to exceptions for (i) one or more bona fide gift transfers of securities to immediate family members who agree to be bound by these restrictions (ii) transfers of securities to one or more trusts for bona fide estate planning purposes, (iii) transfers pursuant to 10b-5 trading programs and (iv) securities reacquired by us in satisfaction of tax withholding obligations.further services.

Electronic Distribution

~~This~~A prospectus in electronic format may be made available ~~in electronic format~~ on ~~websites or through other online services~~a website maintained by the ~~underwriters or by their affiliates. In those cases, prospective investors~~Placement Agent and the Placement Agent may ~~view offering terms online and prospective investors may be allowed to place orders online.~~distribute prospectuses electronically. Other than ~~this~~the prospectus in electronic format, the information on ~~the underwriters’~~these websites ~~or our website and any information contained in any other websites maintained by the underwriters or by us~~ is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the ~~underwriter in its capacity as underwriter,~~Placement Agent and should not be relied upon by investors.

~~Price Stabilization, Short Positions and Penalty Bids~~Foreign Regulatory Restrictions on Purchase of Securities Offered Hereby Generally

InNo action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the securities offered by this prospectus, or the possession, circulation or distribution of this prospectus or any other material relating to us or the securities offered hereby in any jurisdiction where action for that purpose is required. Accordingly, the securities offered hereby may not be offered or sold, directly or indirectly, and neither of this prospectus nor any other offering material or advertisements in connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act:

▪

~~Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.~~

▪

Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

▪

Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. A naked short position occurs if the underwriters sell more shares than could be covered by the over-allotment option. This position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

▪

Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our common stocksecurities offered hereby may be ~~higher than the price that might otherwise exist~~distributed or published, in ~~the open market. These transactions may be discontinued at~~or from any ~~time.~~country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

~~Neither we nor the underwriters make any representation or prediction as~~The Placement Agent may arrange to the direction or magnitude of any effect that the transactions described above may have on the price of our shares of common stock. In addition, neither we nor the underwriters make any representation that the underwriter will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

~~Determination of Offering Price~~

Prior to this offering, there has been a public market for our common stock. However, the low trading volumes for our stock has resulted in our stock having relatively low liquidity compared to other publicly traded stocks. Therefore, the public offering price of the common stock and accompanying warrants offeringsell securities offered by this prospectus ~~has been determined by negotiations between us and~~in certain jurisdictions outside the ~~underwriters. Among the factors considered in determining the public offering price of the units were:~~

▪

~~Our history and our prospects;~~

▪

~~Our financial information and historical performance, including our historical and recent stock price;~~

▪

~~The industry in which we operate;~~

▪

~~The status and development prospects for our products and services; and~~

▪

~~The general conditions of the securities markets at the time of this offering.~~

~~Selling Restrictions~~United States, either directly or through affiliates, where they are permitted to do so. See “Where You Can Find Additional Information.”

~~European Economic Area~~Nasdaq Listing

Our Common Stock is listed on Nasdaq under the symbol “SNES.”

Amendments to Plan of Distribution

This prospectus does not constitute an approved prospectus under Directive 2003/71/EC and no such prospectus is intended to be prepared and approved in connection with this offering. Accordingly, in relation to each Member State of the European Economic Area which has implemented Directive 2003/71/EC (each, a “Relevant Member State”) an offer to the public of any shares of common stock which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any shares of common stock may be ~~made at any~~amended or supplemented from time ~~under the following exemptions under the Prospectus Directive,~~to time, if ~~and~~required, to ~~the extent that they have been implemented in that Relevant Member State:~~describe a specific plan of distribution.

▪

~~to any legal entity which is a qualified investor as defined in the Prospectus Directive;~~

▪

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representative of the underwriters for any such offer; or

▪

~~in any other circumstances which do not require any person to publish a prospectus pursuant to Article 3 of the Prospectus Directive.~~

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of common stock to be offered so as to enable an investor to decide to purchase any shares of common stock, as the expression may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and any amendments thereto including the 2010 PD Amending Directive to the extent implemented in each Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

~~United Kingdom~~

This prospectus is not an approved prospectus for purposes of the UK Prospectus Rules, as implemented under the EU Prospectus Directive (2003/71/EC), and have not been approved under section 21 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) by a person authorized under FSMA. The financial promotions contained in this prospectus is directed at, and this prospectus is only being distributed to, (1) persons who receive this prospectus outside of the United Kingdom, and (2) persons in the United Kingdom who fall within the exemptions under articles 19 (investment professionals) and 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “Relevant Persons”). This prospectus must not be acted upon or relied upon by any person who is not a Relevant Person. Any investment or investment activity to which this prospectus relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person that is not a Relevant Person.

~~Each underwriter has represented, warranted and agreed that:~~

▪

it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA in connection with the issue or sale of any of the shares of common stock in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and

▪

it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of common stock in, from or otherwise involving the United Kingdom.

LEGAL MATTERS

The validity of the ~~shares of common stock~~securities being offered hereby will be passed upon for us by ~~Perkins Coie~~Greenberg Traurig, LLP, ~~Portland, Oregon. The underwriters are being represented by Dickinson Wright PLLC, Troy, Michigan.~~Phoenix, Arizona. [●], [●] is acting as counsel for the Placement Agent in connection with certain legal matters related to this offering.

EXPERTS

~~The~~Our financial statements atas of December 31, ~~2016~~2022 and ~~2015,~~2021, and for each of the two years ~~then~~in the period ended December 31, 2022, incorporated by reference in this prospectus have been so incorporated in reliance on the report of M&K CPAS, PLLC, an independent registered public accounting firm (which report contains an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as a going concern, as described in Note 1 to the financial statements), given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the securities being offered by this prospectus. This prospectus does not contain all of the information in the registration statementfile annual, quarterly and its exhibits. For further information with respect to us and the common stock offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

~~You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at~~~~www.sec.gov~~. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street NE, Washington, D.C. 20549 on official business days during its business hours. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street NE, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference facilities. You may also request a copy of these filings, at no cost, by writing us at 3140 N. Caden Court, Suite 1, Flagstaff, Arizona 86004 or telephoning us at (928) 779-4143.

~~We are subject to periodic reporting requirements of the Exchange Act, and we will file~~current reports, proxy statements and other information with the SEC. ~~These~~The SEC maintains a web site that contains reports, proxy and information statements and other information ~~are available for inspection and copying at the public reference room and web site of the SEC referred to above. We also maintain a website at~~~~www.SenesTech.com.~~You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act free of charge at our website afterregarding companies, such ~~material is~~as ours, that file documents electronically ~~filed~~ with ~~or furnished to,~~ the SEC. ~~We have~~The website address is www.sec.gov. The information on the SEC’s website is not ~~incorporated by reference into this prospectus the information contained in, or that can be accessed through, our website, and you should not consider it to be~~ part of this ~~prospectus.~~prospectus, and any references to this website or any other website are inactive textual references only.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We “incorporate by reference” certain information into this ~~prospectus,~~registration statement, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and relying on the Fixing America’s Surface Transportation Act, or the FAST Act, as a smaller reporting company, subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act ~~between the date of this prospectus and~~prior to the termination of the offering, including documents we may file with the SEC after the date of the ~~securities described in this prospectus.~~initial registration statement and prior to effectiveness of the registration statement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any amendments or supplements thereto incorporate by reference the documents set forth below that have previously been filed with the SEC:

▪●

Our Annual Report on Form ~~10-K/A~~10-K for the fiscal year ended December 31, ~~2016,~~2022, filed with the SEC on ~~November 6, 2017;~~March 17, 2023.

▪●

Our Quarterly ~~Reports~~Report on Form ~~10-Q/A~~10-Q for the ~~quarterly periods~~fiscal quarter ended March 31, ~~2017 and June 30, 2017,~~2023, filed with the SEC on ~~November 6, 2017 and November 7, 2017, respectively, and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the SEC on November 8, 2017;~~May 11, 2023;

▪●

~~The portions of our~~Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April ~~20, 2017, that are incorporated by reference into our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2016;~~28, 2023;

▪●

Our Current Reports on Form 8-K filed with the SEC on ~~May~~January 5, 2023, February 16, 2023, April 12, 2023, April 24, ~~2017,~~ 2023 and June ~~2, 2017, June 19, 2017 and October 26, 2017;~~27, 2023; and

▪●

The description of our ~~common~~capital stock ~~which is registered under Section 12 of the Exchange Act,~~ contained in our registration statement on Form 8-A filed with the SEC on November 7, 2016, including any amendments or reports filed for the purpose of updating such ~~description.~~description (including Exhibit 4.1 to our Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on April 21, 2020).

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with any information. You should not assume that the information incorporated by reference or provided in this prospectus is accurate as of any date other than the date on the front of each document. You may request a free copy of any or all of the reports or documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:

SenesTech, Inc.
~~3140 N. Caden Court,~~

23460 N 19th Ave., Suite 1
~~Flagstaff,~~110

Phoenix, AZ ~~86004~~
85027

Attn: Secretary

(928) 779-4143

We also maintain a website at~~www.SenesTech.com~~www.senestech.comwhere incorporated reports or other documents filed with the SEC may be accessed. We have not incorporated by reference into this prospectus the information contained in, or that can be accessed through, our website, and you should not consider it to be part of this prospectus.

SenesTech, Inc.

~~2,500,000~~$7,500,000

Up to [●] Shares of Common Stock and Accompanying Series D Warrants to Purchase up to [●] Shares of Common Stock and Series E Warrants to Purchase up to [●] Shares of Common Stock

Placement Agent Warrants to Purchase [●] Shares of Common Stock

Up to [●] Shares of Common Stock Underlying the Placement Agent Warrants

PROSPECTUS

~~Roth Capital Partners~~

~~, 2017~~

[●]

, 2023

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

~~Item~~ITEM 13. Other Expenses of Issuance and ~~Distribution.~~Distribution

The following table sets forth ~~all~~the anticipated costs and expenses ~~other than underwriting discounts and commissions,~~ payable by SenesTech, Inc.~~, or the Registrant,~~ (other than commissions and fees) in connection with the sale of the securities being registered. All amounts shown are estimates except for the SEC registration ~~fee and the Financial Industry Regulatory Authority, or FINRA filing~~ fee.

	Amount to be paid
SEC registration fee	$	1,346	$	2,556.98
FINRA filing fee		1,363
Printing and engraving expenses		50,000
FINRA filing fees				3,980.47
Printing expenses				*
Legal fees and expenses		150,000		*
Accounting fees and expenses		5,000		*
Transfer agent and registrar fees and expenses		5,000
Miscellaneous expenses		25,000
Transfer agent fees and expenses				*
Total	$	237,709	$	*

To be filed by amendment.

~~Item~~ITEM 14. Indemnification of Directors and ~~Officers.~~Officers

The Registrant incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who were, are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with defending or settling such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.

The Registrant’s amended and restated certificate of incorporation and amended and restated bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

▪●

Breach of director’s duty of loyalty to the corporation or its ~~stockholders.~~stockholders;

▪●

Act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

▪●

Unlawful payment of dividends or unlawful purchase or redemption of shares; or

▪●

Transaction from which the director derives an improper personal ~~benefit;~~benefit.

The Registrant’s amended and restated certificate of incorporation includes such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Registrant upon delivery to it of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Registrant.

Section 174 of the Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

II-1

As permitted by the Delaware General Corporation Law, the Registrant has entered into indemnification agreements with each of its directors and executive officers, that require the Registrant to indemnify such persons against any and all costs and expenses (including attorneys’, witness or other professional fees) actually and reasonably incurred by such persons in connection with any action, suit or proceeding (including derivative actions), whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or officer or is or was acting or serving as an officer, director, employee or agent of the Registrant or any of its affiliated enterprises. Under these agreements, the Registrant is not required to provide indemnification for certain matters, including:

▪●

Indemnification for expenses or losses with respect to proceedings initiated by the director or officer, including any proceedings against the Registrant or its directors, officers, employees or other indemnitees and not by way of defense, with certain exceptions;

▪●

Indemnification for any proceeding if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;

▪●

Indemnification for the disgorgement of profits arising from the purchase or sale by the director or officer of securities of the Registrant in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or

▪●

Indemnification for the director or officer’s reimbursement to the Registrant of any bonus or other incentive-based or equity-based compensation previously received by the director or officer or payment of any profits realized by the director or officer from the sale of securities of the Registrant, as required in each case under the Exchange Act.

The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. Except as otherwise disclosed ~~under the headings “Part I. — Item 3. Legal Proceedings”~~ in our Annual Report on Form 10-K/A for the year ended December 31, 2016 and “Part II. Other Information — Item 1. Legal Proceedings” in our Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 2017 and June 30, 2017, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017,periodic reports incorporated by reference herein, there is at present no pending litigation or proceeding involving any of the Registrant’s directors or executive officers as to which indemnification is required or permitted, and the Registrant is not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

The Registrant has an insurance policy in place, with limits of ~~$5.0~~$20.0 million in the aggregate, that covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

~~The Registrant plans~~ Insofar as indemnification for liabilities arising under the Securities Act may be permitted to ~~enter into an underwriting agreement which provides that the underwriters are obligated, under some circumstances, to indemnify the Registrant’s~~ directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against ~~specified liabilities, including liabilities under~~public policy as expressed in the Securities ~~Act.~~Act and is, therefore, unenforceable.

~~Item~~ITEM 15. Recent Sales of Unregistered ~~Securities.~~Securities

On April 12, 2023, we sold, in a Registered Direct Offering registered on our shelf registration statement on Form S-3 (File No. 333-261227), 857,146 Shares of our Common Stock and, in a concurrent Private Placement, unregistered Series C Warrants to purchase up to 857,146 shares of Common Stock, at an offering price of $1.75 per Share and associated Series C Warrant. The ~~following sets forth information regarding all securities sold or granted~~Series C Warrants were immediately exercisable at an exercise price of $1.62 per share and have a term of five and one-half years from the date of issuance. The Series C Warrants may be exercised on a cashless basis if there is no effective registration statement registering the resale of the shares issuable upon exercise of the Series C Warrants. A holder will not have the right to exercise any portion of the Series C Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or 9.99% as elected by the ~~Registrant within~~holder) of the ~~past three years~~number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series C Warrants. However, upon notice from the holder to us, the holder may increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series C Warrants, provided that ~~were~~any increase in the beneficial ownership limitation will not ~~registered under~~take effect until 61 days following notice to us. In connection with the ~~Securities Act,~~April 2023 Offerings, we also issued to H.C. Wainwright & Co, LLC, as the exclusive placement agent in connection with the April 2023 Offerings, or to its designees, as part of the placement agent’s compensation, warrants to purchase up to an aggregate of 64,286 shares of Common Stock, which warrants have substantially the same terms as the Series C Warrants, except that the warrants have an exercise price equal to $2.1875 per share and expire on the fifth anniversary from the date of the commencement of sales in the April 2023 Offerings (the “2023 Placement Agent Warrants”). The Series C Warrants, the 2023 Placement Agent Warrants and the ~~consideration, if any, received by the Registrant for such securities. The securities~~shares of Common Stock issuable upon exercise thereof, were ~~offered and sold~~issued in reliance on the exemption from registration afforded by Section 4(a)(2) or Rule 506(b) of Regulation D promulgated under the Securities Act, which exempt transactions by an issuer not involving any public offering. The purchasers were “accredited investors” as such term is definedprovided in Regulation D. The securities are non-transferable in the absence of an effective registration statement under the Act or an available exemption therefrom, and all certificates and instruments issued are imprinted with a restrictive legend to that effect.

~~(a) Stock Option Grants~~

Between December 31, 2012 and September 30, 2016, the Registrant granted options to purchase an aggregate of 397,134 shares of common stock under its 2008 – 2009 Non-Qualified Stock Option Plan, or 2008 Plan, to its directors, officers, employees, consultants, and other service providers with per share exercise prices of $0.005, $0.50 and $15.00. In this same period, the Registrant granted options to purchase an aggregate of 2,392,921 shares of common stock under its 2015 Equity Incentive Plan, or 2015 Plan, to its directors, officers, employees, consultants, and other service providers with per share exercise prices of $0.50 and $7.50. Also in this same period, the Registrant issued an aggregate of 397,625 and 662,000 shares of common stock upon exercise of stock options previously issued under the 2008 Plan and 2015 Plan, respectively, to its directors, officers, employees, consultants, and other service providers for cash consideration in the aggregate amount of $6,548 and $481,840, respectively. The stock options and the common stock issuable upon the exercise of such options as described in this section (a) of Item 15 were issued pursuant to written compensatory plans or arrangements with the Registrant’s employees and directors in reliance on the exemption provided by Rule 701 promulgated under the Securities Act. All recipients either received adequate information about the Registrant or had access, through employment or other relationships, to such information.

~~(b) Warrants to Purchase Common Stock~~

Between December 31, 2012 and November 18, 2016, in connection with equity financings and debt conversions, the Registrant issued warrants to accredited investors to purchase an aggregate of 759,519 shares of common stock. The common stock warrants have per share exercise prices of $7.50 and $15.00. The securities issued in these transactions were exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The foregoing description of the April 2023 Offerings, the Series C Warrants and the 2023 Placement Agent Warrants are not complete and are qualified in its entirety by references to the full text of the form of Securities Purchase Agreement, dated as ~~transactions by an issuer not involving any public offering.~~of April 10, 2023, the form of Series C Warrant and the form of 2023 Placement Agent Warrant, which are included as Exhibit 10.24, Exhibit 4.27 and Exhibit 4.28, respectively, hereto.

~~(c) Sales~~On March 10, 2023, we entered into a Marketing Services Agreement with a marketing service provider, pursuant to which, among other things, we agreed to issue 54,466 shares of Common Stock

~~During the nine months ended September 30, 2017, we issued an aggregate of 48,240~~ as compensation for marketing services provided to our company. The shares of common stock to a consultant for services, valued at $137, 14,014 shares of common stock for the cashless exercise of vested stock options and 143,643 shares of common stock for the net settlement of restricted stock units that vested during the period. Between December 31, 2012 and September 30, 2016, the Registrant issued an aggregate of 2,786,165 shares of Registrant’s common stock to accredited or otherwise sophisticated investors at per share prices ranging from $2.50 to $15.00, respectively, for aggregate consideration of $10.8 million in cash. The securitiesCommon Stock were issued in ~~these transactions were exempt~~reliance on the exemption from ~~the~~ registration ~~requirements of the Securities Act~~provided in ~~reliance upon~~ Section 4(a)(2) under the Securities Act ~~as transactions by an issuer not involving any public offering.~~and Regulation D promulgated thereunder.

~~(d) Sales of Preferred Stock~~

II-2

~~In November 2015, the Registrant issued~~On March 23, 2021, we sold, in an ~~aggregate of 400,000~~offering registered on our shelf registration statement on Form S-3 (File No. 333-225712), 98,750 shares of ~~Registrant’s Series A convertible preferred stock upon~~our Common Stock, at a purchase price of $2.00 per share (the “2021 Offering”). In connection with the ~~cancellation and extinguishment~~2021 Offering, we agreed, in addition to paying certain fees to the Placement Agent to issue to the Placement Agent warrants to purchase up to 7.5% of the ~~outstanding principal~~aggregate number of shares of Common Stock sold in the Offering, or 7,406 shares of Common Stock (the “2021 Placement Agent Warrants”). The 2021 Placement Agent Warrants became exercisable commencing six months following the date of issuance, expire five years following the date of sale and ~~unpaid accrued interest on a promissory note.~~have an exercise price per share of $5.00 per share. The ~~securities~~Placement Agent Warrants, and the shares of Common Stock issuable upon exercise thereof, were issued in ~~these transactions were exempt~~reliance on the exemption from ~~the~~ registration ~~requirements of the Securities Act~~provided in ~~reliance upon~~ Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The foregoing description of the 2021 Offering and the Placement Agent Warrants are not complete and are qualified in its entirety by references to the full text of the form of Securities Purchase Agreement, dated as ~~transactions by an issuer not involving any public offering.~~of March 9, 2021, and the form of 2021 Placement Agent Warrant, which are included as Exhibit 10.20 and Exhibit 4.20, respectively, hereto.

~~Between December 2015~~On February 2, 2021, pursuant to a Securities Purchase Agreement with certain purchasers (the “February 2021 Securities Purchase Agreement”), we issued and ~~April 2016, the Registrant issued~~sold to certain purchasers in a private placement (the “February 2021 Private Placement”) an aggregate of ~~135,666~~(i) 219,443 shares of ~~Registrant’s Series B convertible preferred stock~~Common Stock, or pre-funded warrants (the “February 2021 Pre-Funded Warrants”) to ~~accredited investors at a per share price of $7.75 for aggregate consideration of $1.1 million in cash. Also in December 2015 the Registrant issued~~purchase up to an aggregate of ~~379,512~~219,443 shares of Common Stock, and (ii) warrants (the “February 2021 Series ~~B convertible preferred stock~~A Warrants”) to ~~existing investors~~purchase up to an aggregate of 109,721 shares of Common Stock. Pursuant to the February 2021 Securities Purchase Agreement, we also issued to the Placement Agent warrants (the “February 2021 Placement Agent Warrants”) to purchase up to 16,458 shares of Common Stock. The shares of Common Stock and the February 2021 Pre-Funded Warrants sold pursuant to the February 2021 Securities Purchase Agreement, as well as the February 2021 Series A Warrants, the February 2021 Placement Agent Warrants, and the shares of Common Stock issuable upon ~~the exchange of outstanding principal and unpaid accrued interest on promissory notes totaling $2.9 million. The securities~~exercise thereof, were issued in ~~these transactions were exempt~~reliance on the exemption from ~~the~~ registration ~~requirements of the Securities Act~~provided in ~~reliance upon~~ Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The foregoing description of the February 2021 Private Placement Offering, the February 2021 Securities Purchase Agreement, the February 2021 Pre-Funded Warrants and the February 2021 Placement Agent Warrants are not complete and are qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement, the form of Pre-Funded Warrant and the form of Placement Agent Warrant, which are included as ~~transactions by an issuer not involving any public offering.~~Exhibits 10.16, 4.17, and 4.19, respectively, hereto.

~~(e) Sales of Convertible and other Promissory Notes~~

~~Between December 22, 2014 and December 31, 2015, the Registrant issued convertible and other promissory notes~~On October 23, 2020, we entered into an inducement letter agreement (the “2020 Letter Agreement”) with an institutional investor, pursuant to which, among other things, we agreed to issue, in a warrant exchange transaction, a warrant (the “2020 New Warrant”) exercisable for up to 85,034 shares of Common Stock, with an exercise price of $34.60 per warrant share (the “2020 New Warrant Shares”), and warrants to the Placement Agent (the “2020 Placement Agent Warrants”, and together with the New Warrant, the “2020 Warrants”) exercisable for an aggregate ~~principal amount~~ of ~~$3.4 million~~up to ~~accredited investors for aggregate consideration~~4,252 shares of ~~$3.4 million~~Common Stock (the “2020 Placement Agent Warrant Shares”, and together with the New Warrant Shares, the “Warrant Shares”), with an exercise price of $43.12 per 2020 Placement Agent Warrant Share. The 2020 Warrants will expire five and one-half years following the date of issuance, subject to customary adjustment as set forth in ~~cash.~~the 2020 Warrants. The ~~securities~~2020 Warrants and the 2020 Placement Agent Warrants, and the shares of Common Stock issuable upon exercise thereof, were issued in ~~these transactions were exempt~~reliance on the exemption from ~~the~~ registration ~~requirements of the Securities Act~~provided in ~~reliance upon~~ Section 4(a)(2) under the Securities Act, and Regulation D promulgated thereunder. The foregoing description of the 2020 Letter Agreement and the 2020 Warrants are not complete and are qualified in their entirety by references to the full text of the Form of 2020 Letter Agreement, the Form of 2020 New Warrant and the Form of 2020 Placement Agent Warrant, which are included as ~~transactions by an issuer not involving any public offering.~~Exhibit 10.15, Exhibit 4.16 and Exhibit 4.17, respectively, hereto.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, general solicitation or any public offering, and the Registrant believes each transaction was exempt from the registration requirements of the Securities Act as stated above.

II-3

~~Item~~ITEM 16. Exhibits and Financial Statement ~~Schedules.~~

~~(a) Exhibits~~Schedules

(a)

Exhibits

~~See the Exhibit Index attached to this Prospectus, which is incorporated by reference herein.~~

Exhibit Number		28Description
3.1		Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 17, 2020 (File no. 001-37941))
3.1(a)		Certificate of Designation of the Series C Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1(a) to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 26, 2022 (File no. 001-37941))
3.1(b)		Certificate of Amendment to Amended and Restated Certificate of Incorporation of SenesTech, Inc. (incorporated by reference to Exhibit 3.1(a) to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 15, 2022 (File no. 001-37941))
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S- 1, filed with the SEC on September 21, 2016 (File no. 333-213736))
3.2(a)		Amendment No. 1 to the Amended and Restated Bylaws of SenesTech, Inc., dated June 16, 2021 (i incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 17, 2021 (File no. 001-37941))
4.1		Form of the Registrant’s Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on October 7, 2016 (File no. 333-213736))
4.2+		Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 21, 2016 (File no. 001-37941))
4.3		Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on November 16, 2017 (File no. 333-221433))
4.4		Form of Underwriter’s Warrant, as amended (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 21, 2017 (File no. 001-37941))
4.5		Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 20, 2018 (File no. 001-37941))
4.6		Form of Warrant issued to investors in Rights Offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018 (File no. 001-37941))
4.7		Form of Warrant issued to dealer-manager in Rights Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018 (File no. 001-37941))
4.8		Warrant Agency Agreement, dated August 13, 2018, between the Registrant and Transfer Online, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018 (File no. 001-37941))
4.9		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 17, 2019 (File no. 001-37941))
4.10		Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 28, 2020 (File no. 001-37941))

II-4

Exhibit Number		Description
4.11		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 28, 2020 (File no. 001-37941))
4.12		Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2020 (File no. 001-37941))
4.13		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2020 (File no. 001-37941))
4.14+		Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 17, 2020 (File no. 001-37941))
4.15		Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2020 (File no. 001-37941))
4.16		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2020 (File no. 001-37941))
4.17		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941))
4.18		Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941))
4.19		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File no. 001-37941))
4.20		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 23, 2021 (File no. 001-37941))
4.21		Form of Series A Warrant (incorporated by reference to Exhibit 4.21 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on November 15, 2022 (File no. 333-267991))
4.22		Form of Series B Warrant (incorporated by reference to Exhibit 4.22 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on November 15, 2022 (File no. 333-267991))
4.23		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.23 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on November 15, 2022 (File no. 333-267991))
4.24		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.24 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on November 15, 2022 (File no. 333-267991))
4.25+		Form of SenesTech, Inc. Stock Option Grant Notice and Stand-Alone Option Agreement (incorporated by reference to Exhibit 4.22 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on February 10, 2023, Exhibit 4.2 (File no. 333-269686))
4.26+		Form of SenesTech, Inc. Restricted Stock Unit Grant Notice and Stand-Alone Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.23 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on February 10, 2023 (File no. 333-269686))
4.27		Form of Series C Warrant (incorporated by reference to Exhibit 4.28 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2023 (File no. 001-037941))

~~(b) Financial Statement Schedules~~

II-5

Exhibit Number		Description
4.28		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.29 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2023 (File no. 001-037941))
4.29†		Form of Series D Warrant
4.30†		Form of Series E Warrant
4.31†		Form of Pre-Funded Warrant
4.32†		Form of Placement Agent Warrant
5.1†		Legal Opinion of Greenberg Traurig, LLP
10.1+		SenesTech, Inc. 2015 Equity Incentive Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
10.2+		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
10.3+		Employment Offer Letter by and between the Registrant and Thomas Chesterman dated November 20, 2015 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
10.4+		Employment Letter Agreement by and between the Registrant and Kim Wolin dated January 28, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on February 13, 2020 (File no. 333-236302))
10.5+		Employment Letter Agreement by and between the Registrant and Steven Krause, dated January 12, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K/A, filed with the SEC on April 20, 2020 (File no. 001-37941))
10.6		Promissory Note, dated April 15, 2020, by and between the Registrant and BMO Harris Bank National Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 21, 2020 (File No. 001-37941))
10.7+		Employment Letter Agreement by and between the Registrant and Kenneth Siegel dated May 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 20, 2019 (File no. 001-37941))
10.8		Lease by and between the Registrant and Pinnacle Campus Office-Retail, LLC, dated as of November 18, 2019 (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on February 13, 2020 (File no. 333-236302))
10.9		Standard Industrial/Commercial Multi-Tenant Lease, between the Registrant and Duke Go PP, LLC, dated as of June 22, 2020 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020 (File no. 001-37941))
10.10		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 17, 2019 (File no. 001-37941))
10.11		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 28, 2020 (File no. 001-37941))

II-6

Exhibit Number		Description
10.12		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2020 (File no. 001-37941))
10.13		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on February 13, 2020 (File no. 333-236302))
10.14		Form of Securities Purchase Agreement, dated as of April 21, 2020, between the Registrant and the purchaser thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2020 (File no. 001-37941))
10.15		Form of Letter Agreement, dated as of October 23, 2020, between the Registrant and the purchaser party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2020 (File no. 001-37941))
10.16		Form of Securities Purchase Agreement, dated as of January 27, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File No. 001-37941))
10.17		Form of Registration Rights Agreement, dated as of January 27, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 2, 2021 (File No. 001-37941))
10.18		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on November 15, 2022, Exhibit 10.18 (File no. 333-267991))
10.19+		SenesTech, Inc. 2018 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.28 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 27, 2023 (File no. 001-37941))
10.19(a)		Form of SenesTech, Inc. Stock Option Grant Notice and Option Agreement (incorporated by reference to Exhibit 10.23A to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 14, 2022 (File no. 001-37941))
10.19(b)		Form of SenesTech, Inc. Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.23B to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 14, 2022 (File no. 001-37941))
10.20		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 23, 2021 (File no. 001-37941))
10.21+		Employment Offer Letter by and between the Registrant and Nicole Williams dated May 1, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022 (File no. 001-37941))
10.22+		Employment Letter Agreement between SenesTech, Inc. and Joel Freundt dated November 9, 2022 (incorporated by reference to Exhibit 10.24 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 14, 2022 (File no. 001-37941))
10.23+		Separation Agreement, by and between SenesTech, Inc. and Kenneth Siegel, dated December 29, 2022 (incorporated by reference to Exhibit 10.25 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2023 (File no. 001-37941))
10.24		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.26 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2023 (File no. 001-37941))

II-7

Exhibit Number		Description
10.25+		Separation Agreement, by and between the Registrant and Nicole Williams, dated April 21, 2023 (incorporated by reference to Exhibit 10.27 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2023 (File no. 001-37941))
10.26†		Form of Securities Purchase Agreement
21.1		List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 29, 2022 (File no. 001-37942))
23.1*		Consent of M&K CPAS, PLLC, independent registered public accounting firm
23.2†		Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page hereof)
107*		Filing Fee Table

Filed herewith.

†

To be filed by amendment.

Indicates a management contract or compensatory plan.

(b)

Financial Statement Schedules

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.

Item 17. ~~Undertakings.~~Undertakings

~~(a)~~ The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;~~

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, ~~if the registrant is subject to Rule 430C,~~ each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-8

(5) For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~(i)~~
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) For purposes of determining any liability under the Securities Act:

~~(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~

(i)

The information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

~~(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.~~

(ii)

Each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned ~~registrant~~ hereby undertakes that, for purposes of determining any liability under the Securities Act, ~~of 1933,~~ each filing of the registrant’s annual report pursuant to ~~section~~Section 13(a) or ~~section~~ 15(d) of the ~~Securities~~ Exchange Act ~~of 1934~~ (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to ~~section~~Section 15(d) of the ~~Securities~~ Exchange ~~Act of 1934)~~Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

~~(d)~~ Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the ~~SEC~~Securities and Exchange Commission such indemnification is against public policy as expressed in the ~~Securities~~ Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the ~~Securities~~ Act and will be governed by the final adjudication of such issue.

~~(e) The undersigned registrant hereby undertakes that:~~II-9

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~Flagstaff,~~Phoenix, State of Arizona, on the ~~8th~~21^st day of ~~November, 2017.~~July, 2023.

	SENESTECH, INC.

	By:	~~/s/ Loretta P. Mayer~~/s/ Joel L. Fruendt
		~~Loretta P. Mayer, Ph.D.~~Joel L. Fruendt
		~~Chair of the Board,~~President and Chief Executive ~~Officer and~~
		~~Chief Scientific~~ Officer

II-10

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ~~Loretta P. Mayer, Ph.D.~~Joel L. Fruendt and Thomas C. Chesterman, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this ~~registration statement~~Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

~~/s/ Loretta P. Mayer~~/s/ Joel L. Fruendt	~~Chair of the Board,~~President, Chief Executive Officer and ~~Chief Scientific Officer~~ Director	July 21, 2023
Joel L. Fruendt	(Principal Executive Officer)	~~November 8, 2017~~
~~Loretta P. Mayer, Ph.D.~~		~~November 8, 2017~~

~~/s/~~ /s/ Thomas C. Chesterman	Executive Vice President, Chief Financial Officer,	July 21, 2023
Thomas C. Chesterman	~~Chief Financial Officer~~Treasurer and ~~Treasurer~~ Assistant Secretary (Principal Financial and Accounting Officer)	~~November 8, 2017~~
~~Thomas C. Chesterman~~		~~November 8, 2017~~

~~/s/ Cheryl A. Dyer~~/s/ Jamie Bechtel	~~President, Chief Research Officer and Director~~	~~November 8, 2017~~
~~Cheryl A. Dyer, Ph.D.~~		~~November 8, 2017~~

~~/s/ Grover Wickersham~~	~~Vice~~ Chair of the Board	~~November 8, 2017~~July 21, 2023
~~Grover Wickersham~~	~~Vice~~ Chair of the Board

~~/s/ Marc Dumont~~	~~Director~~	~~November 8, 2017~~
~~Marc Dumont~~	~~Director~~	~~November 8, 2017~~

~~/s/ Matthew K. Szot~~	~~Director~~	~~November 8, 2017~~
~~Matthew K. Szot~~Jamie Bechtel

~~/s/ Julia Williams~~/s/ Delphine François Chiavarini	Director	~~November 8, 2017~~July 21, 2023
~~Julia Williams, M.D.~~Delphine François Chiavarini

/s/ Phil Grandinetti	Director	July 21, 2023
Phil Grandinetti

/s/ Jake Leach	Director	July 21, 2023
Jake Leach

/s/ Matthew K. Szot	Director	July 21, 2023
Matthew K. Szot

~~EXHIBIT INDEX~~

~~Exhibit~~ ~~Number~~		~~Description of Document~~
1.1**		~~Underwriting Agreement~~
~~3.1~~		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1, filed with the SEC on October 20, 2016 (File no. 333-213736))
~~3.2~~		~~Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))~~
~~4.1~~		Form of the Registrant’s common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on October 7, 2016 (File no. 333-213736))
4.2**		~~Form of Warrant to purchase shares of the Registrant’s common stock~~
4.3**		~~Form of Underwriters Warrant to purchase shares of the Registrant’s common stock~~
5.1**		~~Legal Opinion of Perkins Coie LLP~~
~~10.1+~~		SenesTech, Inc. 2008 – 2009 Non-Qualified Stock Option Plan and form of agreement thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.2+~~		SenesTech, Inc. 2015 Equity Incentive Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.3+~~		~~Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 21, 2016 (File no. 001-37941)~~
~~10.4+~~		~~Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))~~
~~10.5+~~		Employment Letter Agreement by and between the Registrant and Loretta P. Mayer, Ph.D. dated June 30, 2016 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.6+~~		Employment Letter Agreement by and between the Registrant and Cheryl A. Dyer, Ph.D. dated June 30, 2016 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.7+~~		Employment Offer Letter by and between the Registrant and Thomas Chesterman dated November 20, 2015 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.8~~		Lease by and between the Registrant and Caden Court, LLC, dated as of December 20, 2011 and amendments thereto dated December 6, 2013 and February 27, 2014 (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.9~~		Agency Agreement by and between the Registrant, Inmet S.A. and Bioceres, Inc. dated January 21, 2016 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.10~~		Services Agreement by and between the Registrant, Inmet S.A. and Bioceres, Inc. dated January 21, 2016 (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.11~~		Marketing, Sales and Distribution Agreement by and between the Registrant and NeoVenta Solutions, Inc. dated September 26, 2015 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.12~~		Exclusive License Agreement by and between the Registrant and Neogen Corporation dated May 15, 2014 (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on September 21, 2016 (File no. 333-213736))
~~10.13~~		Settlement Agreement and Release dated January 23, 2017 by and between Neogen Corporation and the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 23, 2017 (File no. 001-37941))
~~10.14~~		Employment Letter Agreement by and between the Registrant and Andrew Altman, dated May 23, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2017 (File no. 001-37941))
23.1**		~~Consent of M&K CPAS, PLLC, independent registered public accounting firm.~~
23.2**		~~Consent of Perkins Coie LLP (incorporated by reference to Exhibit 5.1)~~
24.1**		~~Power of Attorney (included as part of the signature page hereto)~~

~~To be filed by amendment~~

~~Filed herewith~~

~~Indicates a management contract or compensatory plan~~

II-11

Delaware	2879	20-2079805
(State or other jurisdiction of ~~incorporation or organization)~~	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	~~(I.R.S. Employer~~ Identification ~~No.)~~Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐☒	Smaller reporting company	☒
~~(do not check if smaller reporting company)~~		Emerging growth company	☒☐

Title of each class of securities to be registered	Proposed maximum aggregate offering price⁽¹⁾⁽²⁾		Amount of registration fee
Common Stock, $0.001 par value per share⁽³⁾	$	5,750,000	$	716
Warrants to purchase shares of Common Stock⁽⁴⁾		—		—
Underwriters’ Warrants⁽⁴⁾⁽⁵⁾		—		—
Common Stock issuable upon exercise of the Warrants⁽⁶⁾	$	4,312,500	$	537
Common Stock issuable upon exercise of the Underwriters’ Warrants⁽⁶⁾	$	750,000	$	93
Total:	$	10,812,500	$	1,346

~~(1)~~	~~Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.~~
~~(2)~~	Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
~~(3)~~	~~Includes the aggregate offering price of additional shares and accompanying warrants that the underwriters have the right to purchase from the Registrant, if any.~~
~~(4)~~	In accordance with Rule 457(g) under the Securities Act, because the shares of the registrant’s common stock underlying the warrants (including the Underwriters’ Warrants) are being registered, no separate registration fee is required with respect to the warrants registered hereby.
~~(5)~~	The Underwriters’ Warrants are exercisable within five years after the effective date of this registration statement representing 10% of the securities issued in this offering to the underwriters. The warrants are exercisable at a per share exercise price equal to 150% of the public offering price. See “Underwriting—Underwriters’ Warrants.”
~~(6)~~	~~Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act.~~

	~~Per Share and~~ ~~Accompanying~~ ~~Warrant~~	~~Total~~
~~Public offering price~~⁽¹⁾	$	$
~~Underwriting discount and commissions~~⁽²⁾	$	$
~~Proceeds, before expenses, to us~~	$	$

	Page
about this prospectus	ii
FORWARD-LOOKING STATEMENTS	iii
PROSPECTUS SUMMARY	41
SUMMARY OF THE OFFERING	84
RISK FACTORS	9
~~FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA~~	126
USE OF PROCEEDS	139
~~DILUTION~~MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	10
13Dilution	11
DESCRIPTION OF SECURITIES ~~TO BE REGISTERED~~WE ARE OFFERING	1413
~~DESCRIPTION~~PLAN OF ~~CAPITAL STOCK~~DISTRIBUTION	15
~~UNDERWRITING~~	1917
LEGAL MATTERS	2320
EXPERTS	2320
WHERE YOU CAN FIND ADDITIONAL INFORMATION	2320
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	2320

Common ~~stock offered by us~~Stock to be Offered	~~2,500,000~~	Up to [●] shares of ~~common stock~~Common Stock on a “best efforts” basis.

Description of Series Warrants ~~offered by us~~		We are issuing to purchasers of shares of our Common Stock and/or our Pre-Funded Warrants in this offering	~~Warrants~~ a Series D Warrant to purchase up to ~~625,000 shares of common stock. Each~~one share of our ~~common stock is~~Common Stock and a Series E Warrant to purchase up to one share of our Common Stock for each share and/or Pre-Funded Warrant purchased in this offering for a combined public offering price of $[●] per share and accompanying Series Warrants (less $0.0001 per Pre-Funded Warrant). The Series D Warrants and the Series E Warrants are referred to herein together as the “Series Warrants.” Because a Series D Warrant and a Series E Warrant, each to purchase share(s) of our Common Stock, are being sold together in this offering with ~~a warrant~~each share of Common Stock and, in the alternative, each Pre-Funded Warrant to purchase ~~0.25~~one share of Common Stock, the number of Series Warrants sold in this offering will not change as a result of a ~~share~~change in the mix of the shares of our ~~common stock.~~Common Stock and Pre-Funded Warrants sold. Each ~~warrant~~Series D Warrant will have an exercise price of $$[●] per share, will be ~~immediately~~ exercisable upon issuance and will expire onfive years from the ~~fifth anniversary~~date of issuance. Each Series E Warrant will have an exercise price of $[●] per share, will be exercisable upon issuance and will expire 13 months from the ~~original issuance date.~~date of issuance. The shares of Common Stock and Pre-Funded Warrants, and the accompanying Series Warrants, as the case may be, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. See “Description of Securities We Are Offering — Series Warrants.” This prospectus also relates to the offering of the shares of ~~common stock~~Common Stock issuable upon exercise of the ~~warrants.~~Series Warrants and the Placement Agent Warrants.

Description of Pre-Funded Warrants		We are also offering to each purchaser whose purchase of shares of Common ~~stock~~Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-Funded Warrants to purchase up to [●] shares of our Common Stock, in lieu of shares of Common Stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding Common Stock. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of our Common Stock. The purchase price of each Pre-Funded Warrant will equal the price per share at which the shares of Common Stock are being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. This offering also relates to the shares of Common Stock issuable upon exercise of any Pre-Funded Warrants sold in this offering. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis.

Common Stock Outstanding Prior to This Offering		[●] shares.

Common Stock to be ~~outstanding after this offering~~Outstanding After This Offering	~~12,889,497~~	[●] shares (assuming no sale of ~~common stock (assuming~~any Pre-Funded Warrants and assuming none of the ~~warrants~~Series Warrants issued in this offering or Placement Agent Warrants issued to the Placement Agent or its designees in connection with this offering are exercised).

Use of Proceeds
~~Option~~We estimate that the net proceeds to ~~purchase additional shares~~	~~The underwriters have an option for a period~~us from this offering will be approximately $[●], after deducting the Placement Agent fees and estimated offering expenses payable by us and assuming no exercise of ~~30 days to purchase up to 375,000 additional shares of common stock.~~

~~Use of proceeds~~	the Series Warrants. We intend to use the net proceeds from the sale of ~~this offering~~the securities for general corporate purposes, which may include research and development expenses, capital expenditures, working capital and general ~~corporate purposes, including those related~~and administrative expenses, and potential acquisitions of or investments in businesses, products and technologies that complement our business, although we have no present commitments or agreements to make any such acquisitions or investments as of the ~~commercialization~~date of ~~ContraPest.~~this prospectus. Pending these uses, we intend to invest the funds in short-term, investment grade, interest-bearing securities. It is possible that, pending their use, we may invest the net proceeds in a way that does not yield a favorable, or any, return for us. See “Use of Proceeds.”

Risk Factors		You should carefully read and consider the information set forth under “Risk Factors” ~~section of~~in this prospectus ~~for a discussion of certain of~~on page 6 and under similar headings in the ~~factors to consider carefully~~documents incorporated by reference herein before deciding to ~~purchase any shares of~~invest in our ~~common stock and warrants in this offering.~~securities.

~~NASDAQ Capital~~ Lock-Up Agreements		We and all of our executive officers and directors will enter into lock-up agreements with the Placement Agent. Under these agreements, we and each of these persons may not, without the prior written approval of the Placement Agent, offer, sell, contract to sell or otherwise dispose of or hedge Common Stock or securities convertible into or exchangeable for Common Stock, subject to certain exceptions. The restrictions contained in these agreements will be in effect for a period of 90 days after the date of the closing of this offering. For more information, see “Plan of Distribution.”

Market ~~symbol~~for Common Stock		Our ~~common stock~~Common Stock is listed on ~~the NASDAQ Capital Market~~Nasdaq under the symbol “SNES.”

Listing of Series Warrants		We do not intend to list the ~~warrants~~Pre-Funded Warrants or the Series Warrants on any ~~national~~ securities exchange or nationally recognized trading system. Without a trading market, the liquidity of the Pre-Funded Warrants and the Series Warrants will be extremely limited.

Underwriter	Number of Shares	Number of Warrants
Roth Capital Partners, LLC	2,500,000	625,000
Total	2,500,000	625,000