As filed with the Securities and Exchange Commission on February 2, 2021.October 6, 2023

Registration No. 333-                   

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

SENESTECH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 287920-2079805
(State or other jurisdiction of(Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification CodeIdentification Number)Identification No.)

 

23460 NN. 19th Ave., Suite 110

Phoenix, AZArizona 85027

(928) 779-4143

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

 

Kenneth SiegelJoel L. Fruendt

President and Chief Executive Officer

SenesTech, Inc.

23460 NN. 19th Ave., Suite 110

Phoenix, AZArizona 85027

(928) 779-4143

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

 

Copies to:

 

Chris HallBrian H. Blaney, Esq.
June WangKatherine A. Beck, Esq.
Perkins CoieStephanie T. Graffious, Esq.
Greenberg Traurig, LLP
1120 NW Couch Street, 10th Floor2375 E. Camelback Road, Suite 800
Portland, Oregon 97209Phoenix, Arizona 85016
(503) 727-2000(602) 445-8000

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of thethis registration statement.statement, as determined by market conditions and other factors.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an “emergingemerging 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.

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
 Emerging growth company

 

If an emerging growth company, indicatedindicate 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.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount
to be
Registered
(1)
  Proposed
Maximum
Offering
Price Per
Share (2)
  Proposed
Maximum
Aggregate
Offering
Price
  Amount of
Registration
Fee (3)
 
Common Stock, $0.001 par value per share (4)  6,912,445  $2.05  $14,170,512.25  $1,546.00 

(1)Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional securities as may, from time to time, become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

(2)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act based upon the average of the high and low prices for a share of the registrant’s common stock as reported on the Nasdaq Capital Market on January 27, 2021, which date is within five business days of the filing of this registration statement.

(3)Calculated in accordance with Rule 457(c) under the Securities Act.

(4)Represents the resale of (i) 4,388,854 shares of common stock or shares of common stock issuable upon the exercise of the pre-funded warrants issued in a private placement described herein, (ii) 2,194,427 shares of common stock issuable upon the exercise of the warrants issued in a private placement described herein, and (B) 329,164 shares of common stock issuable upon the exercise of the placement agent warrants issued in connection with the private placement described herein.

 

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 prospectus is not complete and may be changed. The Selling SecurityholdersStockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor is itand the Selling Stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

  

SUBJECT TO COMPLETION, DATED FEBRUARY 2, 2021

PROSPECTUSSUBJECT TO COMPLETION, DATED OCTOBER 6, 2023

 

PRELIMINARY PROSPECTUS 

 

 

SenesTech, Inc.

 

6,912,4456,015,879 Shares of Common Stock

 

The Selling Securityholders named inPursuant to this prospectus, may use this prospectus to offer and resell from time to time up to 6,912,445the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of 6,015,879 shares (the “Shares”) of our common stock, par value $0.001 per share (“Common StockStock”), which are comprised of (i) 4,388,854 shares of our Common Stock (the “representing Shares”) or shares of our Common Stock (the “Pre-funded Warrant Shares”) issuable upon the exercise of the pre-fundedoutstanding warrants (the “Pre-funded Warrants”), in each case issued in a private placement on February 2, 2021 (the “Private Placement”), pursuant to a certain Securities Purchase Agreement by and among us and certain institutional and accredited investors (the “Purchasers”), dated as of January 27, 2021 (the “Securities Purchase Agreement”), (ii) 2,194,427purchase up to 5,869,150 shares of Common Stock with a per share exercise price equal to $0.7202 (the Series A Warrant Shares“Common Stock Warrants”) issuable upon the exercise of theand placement agent warrants (the “Series A Warrants”) issued in the Private Placement, pursuant to the Securities Purchase Agreement, and (iii) 329,164purchase up to 146,729 shares of Common Stock with a per share exercise price equal to $0.9003 (the Placement Agent Warrant Shares”) issuable upon the exercise of the placement agent warrants (the “Placement“Placement Agent Warrants,” and together with Series A Warrants and the Pre-fundedCommon Stock Warrants, the “Warrants”). Upon any cash exercise of the Warrants”) by the Selling Stockholders, we issued to certain Selling Securityholders as the designees of H.C. Wainwright & Co., LLC (“Wainwright”) on February 2, 2021, as part of Wainwright’s compensation for serving as our exclusive placement agent in connection with the Private Placement.

The Shares, the Pre-funded Warrants and the Series A Warrants were issuedwill receive cash proceeds per share equal to the Purchasers in reliance upon the exemption from the registration requirements in Section 4(a)(2)exercise price of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D (Rule 506) thereunder. Each Purchaser represented that it was an “accredited investor” (as defined by Rule 501 underWarrants. If the Securities Act). WeWarrants are registering the offer and resale of the Shares, the Pre-funded Warrant Shares and the Series A Warrant Shares to satisfy a provisionexercised in a certain registration rights agreement, dated January 27, 2021 (the “Registration Rights Agreement”), pursuant to whichcashless exercise, we agreed to register the resale of the Shares, the Pre-funded Warrant Shares and the Series A Warrant Shares.

In addition, the Placement Agent Warrants were issued to Wainwright’s designees in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act and Regulation D thereunder.

We will not receive any of the proceeds from the sale of our Common Stock by the Selling Securityholders. However, we will receive proceeds from the exercise of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.Warrants.

Any shares of Common Stock subject to resale hereunder will have been issued by us and acquired by the Selling Securityholders prior to any resale of such shares pursuant to this prospectus.

 

The Selling Securityholders namedStockholders may sell or otherwise dispose of the Shares in this prospectus,a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or their donees, pledgees, transferees or other successors-in-interest, may offer or resellotherwise dispose of the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Securityholders will bear allShares in the section entitled “Plan of Distribution” on page 12. Discounts, concessions, commissions and discounts, if any,similar selling expenses attributable to the sale of shares of Common Stock offered hereby, and all selling and other expenses incurredthe Shares will be borne by the Selling Securityholders.Stockholders. We will bearpay all costs, expenses (other than discounts, concessions, commissions, and fees in connection withsimilar selling expenses) relating to the registration of the shares of Common Stock offered hereby. For additional information onShares with the methods of sale that may be used by the Selling Securityholders, see “Plan of Distribution” beginning on page 13 of this prospectus.Securities and Exchange Commission (“SEC”).

 

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “SNES.” On January 29, 2021,October 5, 2023, the last reported sale price for our Common Stock on The Nasdaq Capital Market was $1.78$0.3890 per share. Our principal executive offices are located at 23460 N. 19th Ave., Suite 110, Phoenix, Arizona 85027, and our telephone number is (928) 779-4143.

 

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 qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or have been incorporated by reference as exhibits to the registration statement of 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.”

 

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and are subject to reduced public company reporting requirements. Please read “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in our Common Stocksecurities involves a high degree of risk. Please read “Risk Factors” beginning on page 45 of this 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 CommissionSEC 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.

 

The date of thisThis prospectus is dated                            , 20212023.

 

 

 

 

TABLE OF CONTENTS

 

13
 Page
ABOUT THIS PROSPECTUSii
FORWARD-LOOKING STATEMENTSiii
PROSPECTUS SUMMARY1
SUMMARY OF THE OFFERING34
RISK FACTORS4
FORWARD-LOOKING STATEMENTS45
USE OF PROCEEDS57
DILUTION58
SELLING SECURITYHOLDERSDESCRIPTION OF PRIVATE PLACEMENT59
SELLING STOCKHOLDER10
PLAN OF DISTRIBUTION1312
LEGAL MATTERS1513
EXPERTS1513
WHERE YOU CAN FIND ADDITIONAL INFORMATION1513
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE16

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 Selling Stockholders have 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. 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. Our business, financial condition, results of operations and prospects may have changed since that date.

 

For investors outside the United States: We have not done anything that would permit 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.

 

i

 

about this prospectus

The registration statement of which this prospectus forms a part that we have filed with the SEC, utilizing a shelf registration process, includes exhibits that provide more detail of the matters discussed in this prospectus. Under the shelf registration process, the Selling Stockholders may, from time to time, offer and sell the Shares described in this prospectus in one or more offerings. Information about the Selling Stockholders may change over time. 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. Neither we nor the Selling Stockholders have authorized anyone else to provide you with different information.

Neither we nor the Selling Stockholders have 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.

Neither we nor the Selling Stockholders have 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 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.

ii

FORWARD-LOOKING STATEMENTS

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 (the “Securities Act”), 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:

our expectation to continue to pursue regulatory approvals and amendments to the existing U.S. registration for ContraPest to broaden the marketability and use of ContraPest, and if ContraPest begins to generate sufficient revenue, regulatory approvals for additional jurisdictions beyond the United States;

our belief that ContraPest is unique in the pest control industry in affecting the reproductive systems of both male and female rats;

our belief that our field data shows ContraPest will result in a sustained reduction of the rat population;

our belief that ContraPest is the first and only fertility control product designed to be non-lethal, registered with the EPA, for the management of rat populations;

our expectation to continue to incur significant expenses and operating losses in the foreseeable future;

our expectation our expenses to continue or increase in connection with our ongoing activities, particularly as we focus on marketing and sales of ContraPest;

our successful commercialization of ContraPest;

our ability to meet the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) and regain compliance with Rule 5550(a)(2);

our expectation that we will effectuate a reverse stock split of our Common Stock, par value $0.001 per share, at a ratio of not less than 1-for-2 and not more than 1-for-12;

our ability to obtain market acceptance of our products;

our ability to market our products and establish an effective sales force and marketing and distribution infrastructure to generate any revenue;

our ability to expand our research and development activities and advance the discovery and development programs for other product candidates;

our ability to retain, attract and integrate qualified personnel;

our estimates or expectations related to our revenue, cash flow, expenses, capital requirements and need for additional financing;

our belief that if we encounter continued issues or delays in the commercialization of ContraPest, 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;

our plans for our business, including for research and development;

the initiation, timing, progress and results of field studies and other studies and trials and our research and development programs;

our financial performance, including our ability to fund operations; and

developments and projections relating to our projects, competitors and our industry, including legislative developments and impacts from those developments.

iii

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:

the successful commercialization of our products;

market acceptance of our products;

our financial performance, including our ability to fund operations;

our ability to maintain compliance with Nasdaq’s continued listing requirements; and

regulatory approval and regulation of our products and other factors and risks identified from time to time in our filings with the SEC, including this prospectus.

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.

iv

 

PROSPECTUS SUMMARY

 

This summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the Securities and Exchange Commission, or the SEC, as described later in the prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus, including the information incorporated by reference in this prospectus. You should read the entire prospectus and the information incorporated by reference herein carefully, including the information discussed undersections titled “Risk Factors” in this prospectusFactors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and the related notes, thatwhich are incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 17, 2023, and our unaudited financial statements and the related notes, which are incorporated by reference in this prospectus. Unless the context requires otherwise, references in this prospectus to “Registrant,” “SenesTech,” “Company,” “we,” “us” and “our” refer to SenesTech, Inc.

This prospectus is part of a registration statementfrom our Quarterly Report on Form S-3 that we10-Q for the three month period ended March 31, 2023, filed with the SecuritiesSEC on May 11, 2023, and Exchange Commission (the “SEC”) using a “shelf” registration process. The Selling Securityholders named in this prospectus may resell, from time to time, in one or more offerings,our Quarterly Report on Form 10-Q for the shares of Common Stock offered by this prospectus. We will not receive any of the proceeds from these sales of shares of Common Stock. The Selling Securityholders will bear all coststhree and fees related to underwriting discounts, selling commissions, transfer taxes and fees, if any. We will bear the expenses incurred in connectionsix month periods ended June 30, 2023, filed with the registration of the shares of Common Stock covered by this prospectus.

You should rely onlySEC on the information contained in this prospectus and any accompanying prospectus supplement. We have not, and the Selling Securityholders have not, authorized anyone to provide you with additional or different information. The prospectus may be used only for the purposes for which it has been published. If you receive any other information, you should not rely on it. You should assume that the information contained in this prospectus or any accompanying prospectus supplement is accurate only as of the date on the front cover of the applicable document. Our business, financial condition, results of operations or prospects may have changed since that date. You should not rely on or assume the accuracy of any representation or warranty in any agreement that we have filed as an exhibit to the registration statement of which this prospectus is a part or that we may otherwise publicly file in the future because any such representation or warranty was made solely for the benefit of the parties to such agreement, may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent the parties’ risk allocation in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes or may no longer continue to be true as of any given date. No offer of these securities is being made in any jurisdiction where such offer or sale is prohibited.

We may file a prospectus supplement to add to, update or change the information contained in this prospectus and, to the extent inconsistent, information in this prospectus will be superseded by the information in the prospectus supplement. Before you invest, you should carefullyAugust 11, 2023. Please read this prospectus, the applicable prospectus supplement and the information contained in the documents we refer to under the headings “Where You Can Find Additional Information.”Information” on page 13 of this prospectus.

1

 

Our Company

 

Overview

 

We have developed and are commercializing a global, proprietary technology for managing animal pest populations, initially rat populations, through fertility control. Although there are myriad tools available to control rat populations, most rely on some form of lethal method to achieve effectiveness. Each of these solutions is inherently limited by rat species’ resilience and survival mechanisms as well as their extraordinary rate of reproduction. ContraPest®, our initial product, is unique in the pest control industry in attackingaffecting the reproductive systems of both male and female rats, which our field data shows will result in a sustained reduction of the rat population.

 

Rats have plagued humanity throughout history. They pose significant threats to the health and food security of many communities. In addition, rodents cause significant product loss and damage through consumption and contamination. Rats also cause significant damage to critical infrastructure by burrowing beneath foundations and gnawing on electrical wiring, insulation, fire proofing systems, electronics and computer equipment.

The most prevalent solution to rat infestations is the use of increasingly powerful rodenticides. Although these solutions provide short term results, there are growing concerns about secondary exposure and bioaccumulation of rodenticides in the environment, about the development of resistance over time, as well as concerns about rodenticides that have no antidotes. The pest management industry and pest management professionals (“PMPs”) are being asked by their customers and their communities for new solutions that are both effective and less toxic. Our goal is to provide customers with not only a highly effective solution to combat their most difficult rat problems, but also offer a non-lethal option to serve customers that are looking to decrease or remove the amount of rodenticide used in their pest control programs.

ContraPest is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide (“VCD”) and triptolide, a botanically derived compound. ContraPest limits reproduction of male and female rats beginning with the first breeding cycle following consumption. ContraPest is currently being marketed for use in controlling Norway and roof rat populations.

We began the registration process with the United States Environmental Protection Agency (the “EPA”) for ContraPest on August 23, 2015. On August 2, 2016, the EPA granted an unconditional registration for ContraPest as a Restricted Use Product (“RUP”), due to the need for applicator expertise for deployment. On October 18, 2018, the EPA approved the removal of the RUP designation. In addition to the EPA registration of ContraPest in the United States, ContraPest must obtain registration from the various state regulatory agencies prior to selling in each state. We have received registration for ContraPest in all 50 states and the District of Columbia, 49 of which have approved the removal of the RUP designation.

We believe ContraPest is the first and only fertility control product designed to be non-lethal that has been registered with the EPA for the management of rat populations. In case studies, the addition of ContraPest to an integrated pest management system has improved the efficacy of the program up to 90% or more. ContraPest is marketed to PMPs for incorporation into their services, as well as to end users who wish to perform their own pest management. We have established a field sales force of six individuals who are arranged geographically as well as an e-commerce platform for direct sales to consumers.

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.

1

We expect to continue to pursue regulatory approvals and amendments to the existing U.S. registration for ContraPest and regulatory approvals for additional jurisdictions beyond the United States. On April 1, 2023 and May 18, 2023, we signed distribution agreements for the commercialization of ContraPest in the Maldives and South Africa. In certain cases, our EPA and state registrations require completion of testing and certifications even though we have received approval for the product or its labelling. We continue to seek to comply with these requirements.

We also continue to research and develop enhancements to ContraPest that align with our target verticals and to develop other potential fertility control options for additional markets and species.

Our intellectual property portfolio supporting ContraPest consists of nine international patent filings (in the United States, Europe, Canada, Brazil, Russia, Japan, Mexico, South Korea and Australia) addressing the ContraPest compound. Claims directed toward the compound include composition-of-matter involving a diterpenoid epoxide or salts thereof in combination with an organic diepoxide and use claims for inducing follicle depletion and for reducing the reproductive capability of a mammalian animal or non-human mammalian population. Issued claims will have a patent term extending to 2033 or longer based on patent term determinations in each of the filing countries. The novelty of ContraPest extends to its method of field distribution and has required innovation to perfect the dosing of our product to rodents. We recently filed and received approval for a U.S. patent application covering our liquid delivery system, which is used in our EVO bait station. The patent will expire in 2038.

For a complete description of our business, financial condition, results of operations and other important information, please read our filings with the SEC that are incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2019, as amended.2022 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023. For instructions on how to find copies of these documents, please read “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”

 

Recent Developments

Warrant Repricing

On August 21, 2023, we entered into an inducement offer letter agreement (the “Letter Agreement”) with a certain holder (the “Holder”) who held certain of our existing warrants to purchase up to (i) 77,431 shares of our Common Stock issued on October 26, 2020 and subsequently amended on November 16, 2022, at an exercise price of $3.165 per share, as amended (the “October 2020 Warrants”), and (ii) 2,857,144 shares of Common Stock issued on November 18, 2022, at an exercise price of $3.165 per share (the “November 2022 Warrants” and together with the October 2020 Warrants, the “Existing Warrants”). Pursuant to the Letter Agreement, the Holder agreed to exercise the Existing Warrants for cash at a reduced exercise price of $0.7202 per share in consideration of our agreement to issue new Common Stock Warrants (the “New Warrants”). Upon exercise of the Existing Warrants, we issued to the Holder New Warrants to purchase an aggregate of 5,869,150 shares of Common Stock with an exercise price of $0.7202 per share (the “Warrant Repricing”). The Common Stock Warrants may be exercised at all times prior to either the fifth anniversary or thirteen month anniversary of their issuance date, as applicable.

We engaged H.C. Wainwright & Co., LLC (“Wainwright”) to act as our exclusive placement agent in connection with the transactions contemplated by the Letter Agreement. We also agreed to issue to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to 146,729 shares of common stock (representing 5% of the Existing Warrants being exercised) which will have the same terms as the New Warrants except the Placement Agent Warrants have an exercise price equal to $0.9003 per share (125% of the reduced exercise price of the Existing Warrants). Similar to the New Warrants, the Placement Agent Warrants are immediately exercisable from the date of issuance until the five year anniversary of such date.

The closing of the transactions contemplated pursuant to the Letter Agreement occurred on August 21, 2023 (the “Closing Date”) subject to satisfaction of customary closing conditions. We also agreed to file the registration statement of which this prospectus forms a part (the “Registration Statement”) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants as soon as practicable after the Closing Date, and to use commercially reasonable efforts to have such Registration Statement declared effective by the SEC within 90 days following the date of the Letter Agreement and to keep the Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares.

2

Nasdaq Listing

As previously disclosed, on August 25, 2023, we received a letter from the listing qualifications staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) providing notification that the bid price for our Common Stock had closed below $1.00 per share for the previous 30 consecutive business days and our Common Stock no longer met the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) (the “Rule”). We were provided a period of 180 calendar days, or until February 21, 2024, in which to regain compliance with the Rule.

If we do not regain compliance with the Rule by February 21, 2024, we may be eligible for an additional 180 calendar day compliance period. To qualify, we would need to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify us that our securities would be subject to delisting. In the event of such notification, we may appeal the Staff’s determination to delist our securities. There can be no assurance that we will regain compliance with the Rule or maintain compliance with other Nasdaq continued listing requirements.

Reverse Stock Split

On August 18, 2023, our stockholders approved a reverse stock split of our Common Stock, par value $0.001 per share, at a ratio of not less than 1-for-2 and not more than 1-for-12, with the actual ratio to be determined by our board of directors (the “2023 Reverse Split”). Our board of directors has not yet chosen the ratio for, nor implemented, the 2023 Reverse Split.

Unless otherwise noted, the share numbers, option numbers, warrant numbers, other derivative security numbers and exercise prices appearing in this prospectus have not been adjusted to give effect to the potential 2023 Reverse Split.

Corporate and Other Information

 

We were incorporated in Nevada in July 2004 and reincorporated in Delaware in November 2015. Our principal executive offices are located at 23460 NN. 19th Ave., Suite 110, Phoenix, AZ 85027, and our telephone number is (928) 779-4143. Our corporate website address is www.senestech.com.www.senestech.com. The information contained on or accessible through our website is not a part of this prospectus and should not be relied upon in connection with making an investment decision.

This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. 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.

Implications of Being an Emerging Growth Company

 

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and therefore we have elected to comply with certain reduced disclosure and regulatory requirements for this prospectus and future filings, including only presenting two years of audited financial statements and related financial information, not having our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and not holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reduced requirements until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. Under Section 107(b) of the JOBS Act, “emerging growth companies” may take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

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SUMMARY OF THE OFFERING

 

Common Stock offered by the
Selling Securityholders

Up to 6,912,445 shares of Common Stock, which are comprised of (i) 4,388,854 Shares or Pre-funded Warrant Shares, (ii) 2,194,427 Series A Warrant Shares, and (iii) 329,164 Placement Agent Warrant Shares.

The Selling Stockholders identified in this prospectus are offering on a resale basis an aggregate of 6,015,879 shares of Common Stock issuable upon the exercise of the Warrants.

 

Selling Securityholders

All of the shares of Common Stock are beingSecurities offered by the Selling Securityholders named herein. See “Selling Securityholders” on page 5Stockholders

Up to 6,015,879 shares of this prospectus for more information onour Common Stock, par value $0.001 per share, consisting of (i) 5,869,150 shares of our Common Stock issuable upon the Selling Securityholders.

exercise of the Common Stock Warrants, and (ii) 146,729 shares of our Common Stock issuable upon the exercise of the Placement Agent Warrants.
Use of Proceedsproceeds

We will not receive any of the proceeds from the sale of the shares of our Common Stock inShares covered by this offering. However, we will receive proceeds fromprospectus, except with respect to amounts received by us due to the exercise of theany Warrants if the Warrants are exercised for cash. We intend to use thosethe proceeds iffrom the exercise of any Warrants for cash for general corporate purposes.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. See “Use of Proceeds” beginning on page 5 of this prospectus for additional information.

Proceeds.”  
Registration Rights

Under the terms of the Registration Rights Agreement, we have agreed to file this registration statement with respect to the registration of the resale by the Selling Securityholders of the Shares, the Pre-funded Warrant Shares and the Series A Warrant Shares by the 5th calendar day following the date of the Registration Rights Agreement. We have agreed to cause such registration statement to become effective under the Securities Act by the 45th day following the date of the Registration Rights Agreement (or by the 75th day following the date of the Registration Rights Agreement if there is a review of the registration statement by the SEC). In addition, we agreed that, upon the registration statement being declared effective, we will use our best efforts to maintain the effectiveness of the registration statement until the earlier of (i) the Selling Securityholders have sold all of the Shares, the Pre-funded Warrant Shares and the Series A Warrant Shares or (ii) such shares may be resold by the Selling Securityholders pursuant to Rule 144 of the Securities Act, without the requirement for us to be in compliance with the current public information required under such rule and without volume or manner-of-sale restriction. The Selling Securityholders do not have any registration rights in connection with the Placement Agent Warrants. See “Selling Securityholders” on page 5 of this prospectus for additional information.

Plan of Distribution

The Selling Securityholders named in this prospectus, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell the shares of Common Stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Securityholders may also resell the shares of Common Stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Plan of Distribution” beginning on page 13 of this prospectus for additional information on the methods of sale that may be used by the Selling Securityholders.

Risk Factorsfactors

Investing in our Common Stock involves a high degree of risk.

You should carefully read and consider the information beginningset forth under “Risk Factors” on page 45 of this prospectus set forthand under the heading “Risk Factors” and all other information set forthsimilar headings in this prospectus, and the documents incorporated herein and therein by reference herein before deciding to invest in our Common Stock.

securities.
Market for Common StockOur Common Stock is listed on The Nasdaq Capital Market under the symbolSNES “SNES.”

 

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RISK FACTORS

 

Investing in our securities, including our Common Stock, 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, as amended, and our most recent Form 10-Qs which areis incorporated herein by reference, together with other information in this prospectus and the information and documents incorporated by reference in this prospectus, including our future reports on Form 10-K and 10-Q. TheseFor a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” The risks and uncertainties we have described below 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 could decline and investors could lose all or a part of the money paid to buy our 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.”

Summary Risk Factors

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, results of operations, financial condition, and prospects. These risks are discussed more fully below and include risks related to the following:

Risks Related to this Offering and the Proposed Reverse Stock Split

 

FORWARD-LOOKING STATEMENTSIf we are unable to continue as a going concern, our securities will have little or no value.

 

This prospectusWe 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.

The sale of a substantial amount of our shares of common stock including resale of the Shares being registered hereunder in the public market could adversely affect the prevailing market price of our Common Stock.

We are registering for resale 6,015,879 shares of Common Stock. Sales of substantial amounts of shares of our Common Stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our Shares of Common Stock, and the documents incorporated by reference herein contain “forward-looking statements,” which include information relatingmarket value of our other securities. We cannot predict if and when the Selling Stockholders may sell such Shares in the public markets. Furthermore, in the future, we may issue additional shares of Common Stock or other equity or debt securities convertible into shares of Common Stock. Any such issuance could result in substantial dilution to future events or future financial performanceour existing shareholders and involve known and unknown risks, uncertainties and other factors which maycould cause our stock price to decline.

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 not more than 1-for-20, with the actual results, performance or achievementsratio to be materially different from any future results, performance or achievements expressed or implieddetermined by our board of directors. On November 15, 2022, the Reverse Split Committee of our board of directors approved a final split ratio of 1-for-20 to regain compliance with the Nasdaq minimum bid price requirement. On August 18, 2023, our stockholders approved the 2023 Reverse Stock Split by a ratio of not less than 1-for-2 and not more than 1-for-12, with the actual ratio to be determined by our board of directors. The liquidity of the shares of our Common Stock may be affected adversely by the forward-looking statements. Forward-looking statements can often be identified by wordsreverse 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 as: “expect,” “believe,” “estimate,” “plan,” “strategy,” “future,” “potential,” “continue,” “may,” “should,” “will,”stockholders to experience an increase in the cost of selling their shares and similar references to future periods. Examples include, among others, statements about:greater difficulty effecting such sales.

 

The impacts and implications of the COVID-19 pandemic;

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.

Our commercialization and promotion strategy and plans, including key elements to our business strategy, how we commercialize, our sales approach, our areas and markets of focus, our pricing strategy, our strategic relationships and which geographic markets we target;

Our seeking, obtaining or maintaining regulatory approvals for our product candidates;

Our expectations regarding the potential market size for our products and how the market may develop;

Our estimates or expectations related to our revenue, cash flow, expenses, capital requirements and need for additional financing;
Our plans for our business, including for research and development;

The initiation, timing, progress and results of field studies and other studies and trials and our research and development programs;

Our financial performance, including our ability to fund operations;

Other risks and uncertainties, including those incorporated by reference into this Registration Statement.

 

Forward-looking statements are neither historical facts nor assurances about future performance. Instead, they are only predictions, based on current beliefs, expectations and assumptions aboutAlthough 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 futureproposed 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.

We may not be able to comply with all applicable listing requirements or standards of The Nasdaq Capital Market and Nasdaq could delist our Common Stock.

Our Common Stock is listed on The Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other future conditions. Forward-looking statements are subjectcontinued listing requirements and standards. Previously, on September 26, 2018, March 20, 2019, February 20, 2020, March 2, 2022 and, most recently, on August 25, 2023, we received a letter from the listing qualifications staff of Nasdaq providing notification that the bid price for our Common Stock had closed below $1.00 per share for the previous 30 consecutive business days and our Common Stock no longer met the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2). In each case, in accordance with Nasdaq Listing Rule 5810(c)(3) (A), we were provided an initial period of 180 calendar days, or, most recently, until February 21, 2024, in which to knownregain compliance. To regain compliance, the closing bid price of our Common Stock had to be $1.00 per share or more for a minimum of 10 consecutive business days at any time before the expiration of the initial compliance period.

In the event that we would have been unable to regain compliance with Rule 5550(a)(2) during the initial compliance, Nasdaq rules provide that we may be eligible for an additional 180 calendar day compliance period. To qualify, we needed to meet the continued listing requirement for market value of publicly held shares and unknown risks, uncertaintiesall other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and changes in circumstancesto provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. The liquidity of the shares of our Common Stock may be affected adversely by the reverse stock splits we have undertaken to address such compliance failure, given the reduced number of shares that are difficult to predict and manyoutstanding following a reverse stock split. In addition, reverse stock splits may increase the number of which are outsidestockholders who own odd lots (less than 100 shares) of our control. Actual eventsCommon Stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and results may differ materially. Therefore, you should not rely on any of these forward-looking statements.greater difficulty effecting such sales.

 

Any forward-looking statement made by usIn the event that we are unable to establish compliance, or again become non-compliant, with Rule 5550(a)(2) and cannot re-establish compliance within the required timeframe, our Common Stock could be delisted from The Nasdaq Capital Market, which could have a material adverse effect on our financial condition and which would cause the value of our Common Stock to decline. If our Common Stock is not eligible for listing or quotation on another market or exchange, trading of our Common Stock could be conducted in this prospectusthe over-the-counter market or documents incorporated by reference herein is based only on information available to us onan electronic bulletin board established for unlisted securities such as the date of this prospectusPink Sheets or the dateOTC Bulletin Board. In such event, it would become more difficult to dispose of, or obtain accurate price quotations for, our Common Stock, and there would likely be a reduction in our coverage by security analysts and the applicable document incorporated by reference. Except asnews media, which could cause the price of our Common Stock to decline further. In addition, it may be required by law,difficult for us to raise additional capital if we undertake no obligationare not listed on a national securities exchange.

We do not intend to publicly updatepay any forward-looking statement, whether as a resultcash 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 new information,Common Stock.

We do not intend to pay any cash dividends on Common Stock in the foreseeable future developments or otherwise.

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.


USE OF PROCEEDS

 

The CompanyWe are registering the Shares for resale by the Selling Stockholders. We will not receive noany of the proceeds from the resalesale of the shares of our Common Stock offeredShares covered by this prospectus, except with respect to amounts received by us due to the Selling Securityholders. However,exercise of any Warrants for cash. If the Warrants are exercised in a cashless exercise, we will not receive any proceeds from the exercise of the Warrants.

We intend to use the proceeds from the exercise of any Warrants if the Warrants are exercised for cash. Unless otherwise set forthcash 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 a prospectus supplement, allbusinesses, 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 sharesdate of Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders. The Selling Securityholders will receive all proceeds from such sales.prospectus.


DILUTIONDilution

 

This offering of the shares of our Common StockShares by the Selling SecurityholdersStockholders on a continuous or delayed basis in the future will not result in a change to the net tangible book value per share before and after the distribution of the shares of our Common StockShares by the Selling Securityholders.Stockholders. However, purchasers of the shares of our Common StockShares from the Selling SecurityholdersStockholders will experience dilution to the extent of the difference between the amount per share paid and the net tangible book value per share of our Common Stock at the time of the purchase.

 

8

SELLING SECURITYHOLDERSDESCRIPTION OF PRIVATE PLACEMENT

 

UpOn August 21, 2023, we entered into the Letter Agreement with the Holder who held (i) the October 2020 Warrants to 6,912,445purchase up to 77,431 shares of our Common Stock are currently being offered byat an exercise price of $3.165 per share, and (ii) the Selling Securityholders.

Private Placement

On January 27, 2021, we entered into the Securities Purchase Agreement with the Purchasers, pursuant to which we issued and sold to the Purchasers in the Private Placement an aggregate of (i) 4,388,854 shares of Common Stock, or Pre-fundedNovember 2022 Warrants to purchase up to an aggregate of 4,388,8542,857,144 shares of Common Stock at an exercise price of $3.165 per share. Pursuant to the Letter Agreement, the Holder agreed to exercise the Existing Warrants for cash at a purchasereduced exercise price $2.2785of $0.7202 per share in consideration of our agreement to issue new Common Stock or $2.2775 per Pre-funded Warrant, and (ii) Series AWarrants. Upon exercise of the Existing Warrants, we issued to the Holder New Warrants to purchase up to an aggregate of 2,194,4275,869,150 shares of Common Stock forwith an exercise price of $0.7202 per share (the “Private Placement”). The New Warrants may be exercised at all times prior to either the fifth anniversary or thirteen month anniversary of their issuance date, as applicable. The Holder exercised the Existing Warrants on August 21, 2023, and the Company received gross proceeds of approximately $10.0 million. The Private Placement closed on February 2, 2021.$2.1 million from the exercise of the Existing Warrants as a result of such exercises and pursuant to the terms of the Letter Agreement.

 

The Series A Warrants have an exercise price of $2.216 per share. The Series A Warrants are immediately exercisable and will expire five and one-half years following the date of issuance, subjectWe engaged Wainwright to customary adjustmentact as set forthour exclusive placement agent in the Series A Warrants.

The Pre-funded Warrants have an exercise price of $0.001 per share. The Pre-funded Warrants are immediately exercisable and may be exercised at any time after their original issuance until such Pre-funded Warrants are exercised in full. A holder of a Pre-funded Warrant may not exercise any portion of such holder’s Pre-funded Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. The Pre-funded Warrants may also be exercised, in whole or in part, by means of a cashless exercise according to a formula set forth in the Pre-funded Warrants.

In connection with the Private Placement, we entered into the Registration Rights Agreement with the Purchasers, pursuant to which, among other things, we agreed to prepare and file with the SEC this registration statement on Form S-3 to register for resale the Shares, the Pre-funded Warrant Shares and the Series A Warrant Sharestransactions contemplated by the 5th calendar day following the date of the Registration RightsLetter Agreement. We have also agreed to cause such registration statementissue to become effective underWainwright or its designees the Securities Act by the 45th day following the date of the Registration Rights Agreement (or by the 75th day following the date of the Registration Rights Agreement if there is a review of the registration statement by the SEC). In addition, we agreed that, upon the registration statement being declared effective, we will use best efforts to keep such registration statement effective until the earlier of (i) the Selling Securityholders have sold all of the Shares, the Pre-funded Warrant Shares and the Series A Warrant Shares or (ii) such shares may be resold by the Selling Securityholders pursuant to Rule 144 of the Securities Act without any public information requirements or volume or manner of sale limitations.


Pursuant to the Registration Rights Agreement, we are registering Shares, the Pre-funded Warrant Shares and the Series A Warrant Shares in order to permit the Selling Securityholders to offer such shares for resale from time to time pursuant to this prospectus. The Selling Securityholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act, or pursuant to another effective registration statement covering those shares.

Wainwright acted as the exclusive placement agent for the Private Placement. Pursuant to a certain engagement letter, dated January 26, 2021, we issued to the designees of Wainwright Placement Agent Warrants to purchase up to 329,164146,729 shares of Common Stock,common stock (representing 5% of the Existing Warrants being exercised) which will have the same terms as the New Warrants except the Placement Agent Warrants have an exercise price equal to 7.5%$0.9003 per share (125% of the aggregate numberreduced exercise price of Shares and the Pre-funded Warrant Shares. TheExisting Warrants). Similar to the New Warrants, the Placement Agent Warrants are immediately exercisable will expire five and one-half years followingfrom the date of issuance and have an exercise price of $ 2.8481 per share (equal to 125% ofuntil the offering price per Share). A holder of a Placement Agent Warrant may not exercise any portionfive year anniversary of such holder’s Placement Agent Warrantsdate.

Pursuant to the extent thatLetter Agreement, we are required to file the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the electionRegistration Statement of the holder, 9.99%) of our outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If at any time of exercise, there is no effective registration statementwhich this prospectus forms a part under the Securities Act registeringto register the resale of the Placement Agent Warrant Shares byas soon as practicable following the Selling Securityholders, then the Placement Agent Warrants may also be exercised, in whole or in part, by means of a cashless exercise according to a formula set forth in the Placement Agent Warrants.

The Selling Securityholders do not have any registration rights in connection with the Placement Agent Warrants.

The Shares, the Pre-funded Warrants, the Series A Warrants, the Pre-funded Warrant Shares, the Series A Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares have not been registered under the Securities Act and were issued pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

Information About Selling Securityholders Offering

The shares of Common Stock being offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, upon the exercise of the Warrants. For additional information regarding the issuances of those shares of Common Stock, see “—Private Placement” above. We are registering the shares of Common Stock in order to permit the Selling Securityholders to offer the shares for resale from time to time.

The table below lists the Selling Securityholders and other information regarding the ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock owned by each Selling Securityholders, based on its ownership of the shares of Common Stock and securities convertible into shares of Common Stock, as of February 2, 2021, assuming exercise of the securities convertible into shares of Common Stock held by the Selling Securityholders on that date, without regard to any limitations on exercises.

The third column lists the shares of Common Stock being offered by thisClosing Date. This prospectus by the Selling Securityholders.

In accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of the sum of (i) the Shares issued to the Selling Securityholders in the “—Private Placement” described above, (ii) the maximum number of Pre-funded Warrant Shares and (iii) the maximum number of Series A Warrant Shares. In addition, this prospectus covers the maximum number of the Placement Agent Warrant Shares. The table below assumes that the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus. The fifth column lists the percentages of shares of Common Stock owned by the Selling Securityholders after this offering, taking account of any limitations on exercise set forth in the applicable convertible securities.


Under the terms of the Warrants, a Selling Securityholders may not exercise the Warrants to the extent such exercise would cause such Selling Securityholders, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon the exercise of the Warrants, whichWarrants.

9

SELLING STOCKHOLDERS

We have not been exercised. The numberprepared this prospectus to allow the Selling Stockholders to offer for resale, from time to time, 6,015,879 Shares issuable upon the exercise of shares in the second column does not reflect this limitation.Warrants. The Selling Securityholders may sell all, some or noneStockholders acquired the Warrants in connection with the Letter Agreement and related transactions, and we are filing the Registration Statement of their shares inwhich this offering. See “Plan of Distribution.”prospectus is a part pursuant to the Letter Agreement.

 

Relationship with Selling Securityholders

NeitherWe do not know how long the Selling Securityholders, nor any persons having control overStockholders will hold the Warrants, whether the Selling Securityholders,Stockholders will exercise the Warrants, and upon such exercise, how long such Selling Stockholders will hold the Shares before selling them, and we currently have held any positionno agreements, arrangements or officeunderstandings with us or our affiliates within the last three years or have had a material relationship with us orSelling Stockholders regarding the sale of any of our predecessors or affiliates within the past three years, other than as a result of the ownership of our shares or other securities.Shares.

 

The amountsfollowing table presents information regarding the Selling Stockholders and the Shares that it may offer and sell from time to time under this prospectus. The table is prepared based on information set forth below are based upon information providedsupplied to us by the Selling SecurityholdersStockholders, and reflects their holdings as of January 27-28, 2021, except asOctober 5, 2023, unless otherwise noted below.in the footnotes to the table. Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the Selling Stockholders have sole or shared voting power or investment power as well as any shares the Selling Stockholders have the right to acquire within 60 days after the date of this table, including the Warrants. To our knowledge and subject to applicable community property rules, the Selling Stockholders named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned.

 

Selling Securityholders and Addresses Shares
Beneficially
Owned
Prior to
This Offering
    Maximum
Number of
shares of
Common
Stock to
be Sold
Pursuant
to this
Prospectus
   Number of
shares of
Common
Stock
Owned
After
Offering
  Percentage
of
Common
Stock
Owned
After
Offering
 
Armistice Capital Master Fund Ltd. (1)  3,346,501(19)    1,645,821 (42)  1,700,680   4.99%
Intracoastal Capital, LLC (2)  847,909(20)    822,909 (43)  25,000   * 
Empery Asset Master, LTD (3)  589,565(21)    574,977 (44)  14,588   * 
Alpha Capital Anstalt (4)  493,746(22)    493,746 (22)  0   * 
Iroquois Master Fund Ltd. (5)  469,585(23)    460,830 (45)  8,755   * 
CVI Investments, Inc. (6)  446,875(24)    375,000 (46)  71,875     
Lind Global Macro Fund LP (7)  394,998(25)    394,998 (25)  0   * 
FiveT Capital Holding AG (8)  329,163(26)    329,163 (26)  0   * 
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (9)  300,000(27)    300,000 (27)  0   * 
Empery Tax Efficient III, LP (10)  237,648(28)    237,648 (28)  0   * 
Iroquois Capital Investment Group LLC (11)  199,754(29)    197,499 (47)  2,255   * 
Empery Tax Efficient, LP (12)  176,788(30)    174,867 (48)  1,921   * 
Cavalry Fund I LP (13)  163,536(31)    163,536 (31)  0   * 
Cavalry Special Ops Fund LLC (14)  163,536(32)    163,536 (32)  0   * 
KBB Asset Management (15)  150,000(33)    150,000 (33)  0   * 
Glenbrook Capital LP (16)  186,487(34)    49,374 (49)  137,113   * 
RWL Management, Inc Employees’ Profit Sharing Plan (16)  108,376(35)    23,043 (50)  85,333   * 
The Paxton Lee Shoen 1998 Education Trust (17)  18,167(36)    13,167 (51)  5,000   * 
Paul F. Shoen Revocable Trust (17)  21,667(37)    13,167 (51)  8,500   * 
Michael Vasinkevich (18)  418,241 (38)    211,076 (52)  207,165   * 
Noam Rubinstein (18)  205,438 (39)    103,687 (53)  101,751   * 
Craig Schwabe (18)  21,730 (40)    11,109 (54)  10,621   * 
Charles Worthman (18)  5,805 (41)    3,292 (55)  2,513   * 
Name of Selling Stockholder Number of
Shares of
Common Stock
Beneficially
Owned
Prior to
Offering(1)
  Maximum Number
of Shares of
Common Stock to
be Sold Pursuant
to this Prospectus(2)
  Number of
Shares of
Common Stock
Beneficially Owned After
Offering(3)
  Percentage of
Beneficial
Ownership
After Offering(4)
 
Armistice Capital, LLC(5)  9,089,440(6)  5,869,150   3,220,290   4.99%
Michael Vasinkevich(7)  226,956(8)  94,090   132,866   1.41%
Noam Rubinstein(7)  111,489(9)  46,220   65,269   * 
Craig Schwabe(7)  11,935(10)  4,952   6,983   * 
Charles Worthman(7)  3,543(11)  1,467   2,076   * 

 

*Less than one percent.1%.

(1)Consists of shares of Common Stock and shares of Common Stock issuable pursuant to the full exercise of the Warrants issued in the Private Placement and other warrants previously acquired from us.
(2)Represents shares of Common Stock underlying the Warrants issued to the Selling Stockholders in the Private Placement. All of the Warrants that are exercisable for the Shares offered hereby contain certain beneficial ownership limitations, which provide that a holder of the Warrants will not have the right to exercise any portion of its Warrants if such holder, together with its affiliates and attribution parties, would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, provided that upon at least 61 days prior notice to us, a holder may increase or decrease such limitation up to a maximum of 9.99% of the number of shares of Common Stock outstanding (each such limitation, a “Beneficial Ownership Limitation”).
(3)Assumes all Shares offered by the Selling Stockholders hereby are sold and that the Selling Stockholders buy or sell no additional shares of Common Stock prior to the completion of this offering. We do not know when or in what amounts the Selling Stockholder may offer Shares for sale. The Selling Stockholder might not sell any or might sell all of the Shares offered by this prospectus. Because the Selling Stockholder may offer all or some of the Shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Shares, we cannot estimate the number of the Shares that will be held by the Selling Stockholder after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the Shares covered by this prospectus will be held by the Selling Stockholder, including Common Stock issuable upon exercise of the Warrants issued in the Private Placement.
(4)Based on 9,295,364 shares of Common Stock, consisting of 3,279,485 shares of Common Stock outstanding as of October 5, 2023 and 6,015,879 Shares underlying the Warrants (assuming the full exercise of the Warrants).

(5)The Common Stock and other securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"“Master Fund”), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("(“Armistice Capital"Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital.  Certain of the shares are issuable only upon exercise of the pre-funded warrants and the warrants, both of which are subject to certain beneficial ownership limitations. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Ave, 7th Floor, New York, NY 10022. We do not have a material relationship with the Selling Stockholder other than as a result of the ownership of our Common Stock or other securities.


(2)(6)Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each

Consists of whom are managers(i) 315,000 shares of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion overCommon Stock issued upon the securities reported herein that areexercise of the Existing Warrants in connection with the Warrant Repricing; (ii) 2,619,575 shares of Common Stock underlying the Existing Warrants exercised in August 2023, the issuance of which is held by Intracoastal. Asin abeyance subject to a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d)limitation provision in the warrant; and (ii) 6,154,865 shares of Common Stock issuable upon the exercise of outstanding warrants, including 5,869,150 Shares issuable upon the exercise of the Exchange Act)Warrants issued in connection with the Warrant Repricing and being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s warrants prohibit the securities reported herein that are held by Intracoastal. Theexercise of such warrants if, after giving effect to such exercise, it would result in the Selling Stockholder’s, including any person or entity whose beneficial ownership would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation.

(7)Referenced person is affiliated with Wainwright, a registered broker-dealer with a registered address of Intracoastal is 245 Palm Trail, Delray Beach, FL 33483.

(3)Empery Asset Management LP, the authorized agent of Empery Asset Master, LTD (“EAM”)H.C. Wainwright & Co., has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address of EAM is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205,LLC, 430 Park Ave, 3rd Floor, New York, City, NY 10020.

(4)Nicola Feuerstein10022. Wainwright acted as our placement agent in our August 21, 2023 financing. Referenced person has sole voting and dispositive power over the securities held, foracquired the account of this Selling Securityholder. This Selling Securityholder’s address is Lettstrasse 32, 9490 Vaduz, Principality of Liechtenstein.

(5)Iroquois Capital Management L.L.C. is the investment manager of Iroquois Master Fund Ltd. Iroquois Capital Management, LLC has voting control and investment discretion over securities held by Iroquois Master Fund Ltd. As Managing Members of Iroquois Capital Management, LLC, Richard Abbe and Kimberly Page make voting and investment decisions on behalf of Iroquois Capital Management, LLC in its capacity as investment manager to Iroquois Master Fund Ltd. As a result of the foregoing, Mr. Abbe and Mrs. Page may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the shares held by Iroquois Capital Management, LLC and Iroquois Master Fund Ltd. This Selling Securityholder’s address is 125 Park Avenue, 25th Floor, New York, New York 10017.

(6)Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI.  Mr. Kobinger disclaims any such beneficial ownership of the shares.  CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the Registration Statementordinary course of Shares purchased by the Investor in this Offering. The address of CVI is c/o Heights Capital Management, Inc., 101 California Street, Suite 3250, San Francisco, CA 94111.

(7)Jeff Easton is the Managing Member of Lind Global Partners, LLC, which is the General Partner of Lind Global Macro Fund, LP, and in such capacity has the right to vote and dispose of the securities held by such entity. Mr. Easton disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The address for Lind Global Macro Fund, LP is 444 Madison Avenue, 41st Floor, New York, NY 10022.


(8)Johannes Minho Roth has sole voting and dispositive power over the securities held for the account of this Selling Securityholder. The address of FiveT Capital Holding AG is c/o FiveT Capital AG, Allmendstrasse 140, 8041 Zurich, Switzerland.

(9)Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares. The address of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B is c/o Ayrton Capital LLC, 55 Post Rd West, 2nd Floor, Westport, CT 06880.

(10)Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP (“ETE III”), has discretionary authority to vote and dispose of the shares held by ETE III and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address of ETE III is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York City, NY 10020.

(11)Richard Abbe is the managing member of Iroquois Capital Investment Group LLC. Mr. Abbe has voting control and investment discretion over securities held by Iroquois Capital Investment Group LLC. As such, Mr. Abbe may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act of the shares held by Iroquois Capital Investment Group LLC. This Selling Securityholder’s address is 125 Park Avenue, 25th Floor, New York, New York 10017.

(12)Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address of ETE is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York City, NY 10020.

(13)Thomas Welsh has sole voting and dispositive power over the securities held for the account of this Selling Securityholder. The address of Cavalry Fund I LP is 82 E. Allendale Rd., Ste 5B, Saddle River, NJ 07458.

(14)Thomas Welsh has sole voting and dispositive power over the securities held for the account of this Selling Securityholder. The address of Cavalry Special Ops Fund, LLC is 82 E. Allendale Rd., Ste 5B, Saddle River, NJ 07458.

(15)Steve Segal has sole voting and dispositive power over the securities held for the account of this Selling Securityholder. The address of KBB Asset Management is 253 West 73, Apt. 4C, New York, NY 10023.

(16)Richard Ian Rudgley has sole voting and dispositive power over the securities held for the account of this Selling Securityholder. The address of this Selling Securityholder is 430 Cambridge Avenue, Suite #100, Palo Alto, CA 94306.

(17)Grover Wickersham has sole voting and dispositive power over the securities held for the account of this Selling Securityholder. Mr. Wickersham served as a director of the Company until February 2019. The address of this Selling Securityholder is 430 Cambridge Avenue, Suite #100, Palo Alto, CA 94306.

(18)The Selling Securityholder is an affiliate of H.C. Wainwright & Co., LLC., a broker-dealer and placement agent,business and, at the time of the acquisition of warrants bysecurities were acquired, the Selling Securityholder, such Selling Securityholder did not have any arrangementsselling stockholder had no agreement or understandingsunderstanding, directly or indirectly, with any person to distribute such securities. The address of this Selling Securityholder is 430 Park Ave., New York, NY 10022.


(19)(8)Includes (i) 897,214Consists of 226,956 shares of common stock, (ii) 548,607 sharesCommon Stock issuable upon the exercise of common stockoutstanding warrants, including 94,090 Shares issuable upon the exercise of the Series A Warrants (iii) 200,000issued in connection with the Warrant Repricing and being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s warrants prohibit the exercise of such warrants if, after giving effect to such exercise, it would result in the Selling Stockholder’s, including any person or entity whose beneficial ownership would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation.
(9)Consists of 111,489 shares of common stockCommon Stock issuable upon the exercise of outstanding warrants, including 46,220 Shares issuable upon the exercise of the Pre-funded Warrants issued in connection with Warrant Repricing and (iv) 1,700,680 sharesbeing registered for resale pursuant to the registration statement of common stock issuable uponwhich this prospectus forms a part. The Selling Stockholder’s warrants prohibit the exercise of othersuch warrants owned by this Selling Securityholder. These other warrants contain provisions that provisions that block exercise if, after giving effect to such exercise, willit would result in the holder havingSelling Stockholder’s, including any person or entity whose beneficial ownership would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation.
(10)Consists of more than 4.99%11,935 shares of Common Stock. Accordingly, no amountStock issuable upon the exercise of the shares underlying these otheroutstanding warrants, is included in the table as beneficially owned.

(20)Includes (i) 548,606 shares of common stock, (ii) 274,303 shares of common stockincluding 4,952 Shares issuable upon the exercise of the Series A Warrants issued in connection with the Warrant Repricing and (iii) 25,000being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s warrants prohibit the exercise of such warrants if, after giving effect to such exercise, it would result in the Selling Stockholder’s, including any person or entity whose beneficial ownership would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation.
(11)Consists of 3,543 shares of common stockCommon Stock issuable upon the exercise of otheroutstanding warrants, owned by Intracoastal.

(21)Includes (i) 255,221 shares of common stock, (ii) 191,659 shares of common stockincluding 1,467 Shares issuable upon the exercise of the Series A Warrants (iii) 128,097 sharesissued in connection with the Warrant Repricing and being registered for resale pursuant to the registration statement of common stock issuable uponwhich this prospectus forms a part. The Selling Stockholder’s warrants prohibit the exercise of such warrants if, after giving effect to such exercise, it would result in the Pre-funded Warrants, and (iv) 14,588 shares of common stock issuable upon exercise of other warrants owned by EAM.Selling Stockholder’s, including any person or entity whose beneficial ownership would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation.

(22)Includes (i) 329,164 shares of common stock, and (ii) 164,582 shares of common stock issuable upon exercise of the Series A Warrants.

(23)Includes (i) 307,220 shares of common stock, (ii) 153,610 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 8,755 shares of common stock issuable upon exercise of other warrants owned by Iroquis Master Fund Ltd.

(24)Includes (i) 250,000 shares of common stock, (ii) 125,000 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 71,875 shares of common stock issuable upon exercise of other warrants owned by CVI.

(25)Includes (i) 250,000 shares of common stock, and (ii) 125,000 shares of common stock issuable upon exercise of the Series A Warrants.

(26)Includes (i) 219,442 shares of common stock, and (ii) 109,721 shares of common stock issuable upon exercise of the Series A Warrants.

(27)Includes (i) 200,000 shares of common stock, and (ii) 100,000 shares of common stock issuable upon exercise of the Series A Warrants.

(28)Includes (i) 105,487 shares of common stock, (ii) 79,216 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 52,945 shares of common stock issuable upon exercise of the Pre-funded Warrants.

(29)Includes (i) 131,666 shares of common stock, (ii) 65,833 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 2,255 shares of common stock issuable upon exercise of other warrants owned by Iroquis Capital Investment Group LLC.

(30)Includes (i) 77,620 shares of common stock, (ii) 58,289 shares of common stock issuable upon exercise of the Series A Warrants, (iii) 38,958 shares of common stock issuable upon exercise of the Pre-funded Warrants, and (iv) 1,921 shares of common stock issuable upon exercise of other warrants owned by ETE.

(31)Includes (i) 109,024 shares of common stock, and (ii) 54,512 shares of common stock issuable upon exercise of the Series A Warrants.

(32)Includes (i) 109,024 shares of common stock, and (ii) 54,512 shares of common stock issuable upon exercise of the Series A Warrants.


(33)

Includes (i) 100,000 shares of common stock, and (ii) 50,000 shares of common stock issuable upon exercise of the Series A Warrants.

(34)

Includes (i) 78,216 shares of common stock, (ii) 16,458 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 91,813 shares of common stock issuable upon exercise of other warrants owned by this Selling Securityholder.

(35)Includes (i) 93,195 shares of common stock, (ii) 7,681 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 7,500 shares of common stock issuable upon exercise of other warrants owned by this Selling Securityholder.
(36)Includes (i) 8,778 shares of common stock, (ii) 4,389 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 5,000 shares of common stock issuable upon exercise of other warrants owned by this Selling Securityholder.
(37)Includes (i) 12,278 shares of common stock, (ii) 4,389 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 5,000 shares of common stock issuable upon exercise of other warrants owned by this Selling Securityholder.
(38)Includes (i) 211,076 shares of common stock issuable upon exercise of the Placement Agent Warrants, and (ii) 207,165 shares of common stock issuable upon exercise other warrants owned by this Selling Securityholder.

(39)Includes (i) 103,687 shares of common stock issuable upon exercise of the Placement Agent Warrants, and (ii) 101,751 shares of common stock issuable upon exercise other warrants owned by this Selling Securityholder.

(40)Includes (i) 11,109 shares of common stock issuable upon exercise of the Placement Agent Warrants, and (ii) 10,621 shares of common stock issuable upon exercise other warrants owned by this Selling Securityholder.

(41)Includes (i) 3,292 shares of common stock issuable upon exercise of the Placement Agent Warrants, and (ii) 2,513 shares of common stock issuable upon exercise other warrants owned by this Selling Securityholder.

(42)Includes (i) 897,214 shares of common stock, (ii) 548,607 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 200,000 shares of common stock issuable upon exercise of the Pre-funded Warrants.

(43)Includes (i) 548,606 shares of common stock, and (ii) 274,303 shares of common stock issuable upon exercise of the Series A Warrants.

(44)Includes (i) 255,221 shares of common stock, (ii) 191,659 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 128,097 shares of common stock issuable upon exercise of the Pre-funded Warrants.

(45)Includes (i) 307,220 shares of common stock, and (ii) 153,610 shares of common stock issuable upon exercise of the Series A Warrants.

(46)Includes (i) 250,000 shares of common stock, and (ii) 125,000 shares of common stock issuable upon exercise of the Series A Warrants.

(47)Includes (i) 131,666 shares of common stock, and (ii) 65,833 shares of common stock issuable upon exercise of the Series A Warrants.

(48)Includes (i) 77,620 shares of common stock, (ii) 58,289 shares of common stock issuable upon exercise of the Series A Warrants, and (iii) 38,958 shares of common stock issuable upon exercise of the Pre-funded Warrants.

(49)Includes (i) 32,916 shares of common stock, and (ii) 16,458 shares of common stock issuable upon exercise of the Series A Warrants.


(50)Includes (i) 15,362 shares of common stock and (ii) 7,681 shares of common stock issuable upon exercise of the Series A Warrants.

(51)Includes (i) 8,778 shares of common stock and (ii) 4,389 shares of common stock issuable upon exercise of the Series A Warrants.

(52)Includes 211,076 shares of common stock issuable upon exercise of the Placement Agent Warrants.

(53)Includes 103,687 shares of common stock issuable upon exercise of the Placement Agent Warrants.

(54)Includes 11,109 shares of common stock issuable upon exercise of the Placement Agent Warrants.

(55)Includes 3,292 shares of common stock issuable upon exercise of the Placement Agent Warrants.


 

PLAN OF DISTRIBUTION

 

EachThe Selling Securityholder of the securitiesStockholders and any of their pledgees,pledges, assignees and successors-in-interest may, from time to time, sell any or all of their securitiesShares covered hereby on the Nasdaq Capital Marketprincipal trading market or any other stock exchange, market or trading facility on which the securitiesShares are traded or in private transactions. These sales may be at fixed or negotiated prices. AThe Selling SecurityholderStockholders may use any one or more of the following methods when selling securities:the Shares:

 

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

block trades in which the broker-dealer will attempt to sell the securitiesshares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

 

purchases by a broker-dealer as principal and resale by the broker-dealer for its own account;

 

an exchange distribution in accordance with the rules of the applicable exchange;

 

privately negotiated transactions;

 

settlementshort sales effected after the date the registration statement of short sales;

in transactions through broker-dealers that agree withwhich this prospectus is a part is declared effective by the Selling Securityholders to sell a specified number of such securities at a stipulated price per security;SEC;

 

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

through agreements between broker-dealers and the seller stockholder(s) to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; orand

 

any other method permitted pursuant toby applicable law.

 

The Selling SecurityholdersStockholders may also sell securitiesthe Shares under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

Broker-dealers engaged by the Selling SecurityholdersStockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling SecurityholdersStockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus,prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440;2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.Rule 2121.

 

In connection with the sale of the securitiesShares or interests therein, the Selling SecurityholdersStockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securitiesShares in the course of hedging the positions they assume. The Selling SecurityholdersStockholders may also sell securitiesthe Shares short and deliver these securitiesthe Shares to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities.the Shares. The Selling SecurityholdersStockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securitiesthe Shares offered by this prospectus, which securitiesShares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

The Selling SecurityholdersStockholders and any broker-dealers or agents that are involved in selling the securitiesShares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securitiesShares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. EachThe Selling Securityholder hasStockholders have informed the Companyus that it doesthey do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.


The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.Shares.

 

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Securityholders without registrationStockholders no longer own any Warrants and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securitiesShares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securitiesShares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securitiesShares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securitiesshares may not simultaneously engage in market making activities with respect to the common stockCommon Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling SecurityholdersStockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stockCommon Stock by the Selling SecurityholdersStockholders or any other person. We will make copies of this prospectus available to the Selling SecurityholdersStockholders and have informed themit of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


12

LEGAL MATTERS

 

The validity of the shares of Common StockShares being offered hereby will be passed upon for us by Perkins CoieGreenberg Traurig, LLP, Portland, Oregon.Phoenix, Arizona.

 

EXPERTS

 

The financial statements of the Company as of December 31, 20192022 and 2018,2021, and for each of the two years in the period ended December 31, 2019,2022, 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 file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a web sitewebsite that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The website address is www.sec.gov.www.sec.gov. The information on the SEC’s website is not part of this 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 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of the offering, including documents we may file with the SEC after the date of the 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 for the fiscal year ended December 31, 2019,2022, filed with the SEC on March 17, 2020; as amended by Amendment No. 1 to the Annual Report on Form 10-K/Afor the fiscal year ended December 31, 2019, filed with the SEC on April 21, 2020.2023.

 Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020,2023 and June 30, 2020 and September 30, 2020,2023, filed with the SEC on May 15, 2020, August 13, 202011, 2023 and November 13, 2020August 11, 2023, respectively;
Definitive Proxy Statements on Schedule 14A, filed with the SEC on April 28, 2023and July 31, 2023;

 Our Current Reports on Form 8-K filed with the SEC on January 28, 20205, 2023, February 16, 2023, April 12, 2023, April 24, 2023, June 27, 2023, February 4, 2020August 21, 2023, February 20, 2020August 22, 2023, March 6, 2020, April 21, 2020, April 21, 2020, April 22, 2020, April 24, 2020, July 10, 2020, October 23, 2020, October 27, 2020, November 12, 2020and February 2, 2021August 28, 2023; and the Registrant’s Current Report on Form 8-K/A filed with the SEC on July 14, 2020.
   
 The description of our Common Stockcapital stock contained in the Registration Statementour registration statement on Form 8-A (File No. 001-37941) filed with the SEC on November 7, 2016, pursuant to Section 12(b)including any amendments or reports filed for the purpose of the Exchange Act, which incorporates by reference theupdating such description of the shares of our Common Stock contained in the section entitled “Description of Capital Stock” in our Registration Statement on Form S-1 (File No. 333-213736), as initially filed with the SEC on September 21, 2016, as amended, as amended and supplemented by the description of our Common Stock contained in (including Exhibit 4.1 to our Amendment No. 1 to the Annual Report on Form 10-K10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on March 17, 2020, and any amendment or report filed with the SEC for purposes of updating such description.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.

23460 NN. 19th Ave., Suite 110

Phoenix, AZ 85027

Attn: Secretary

(928) 779-4143

 

We also maintain a website at www.SenesTech.comwww.senestech.com where 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.

6,912,445 shares of Common Stock

PROSPECTUS

, 2021

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 14. Other Expenses of Issuance and Distribution

 

The following table sets forth the anticipated costs and expenses payable by SenesTech, Inc.us (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.

 

SEC registration fee $1,546  $364.06 
Legal fees and expenses  50,000   100,000.00 
Accounting fees and expenses  3,000   5,000.00 
Transfer agent fees and expenses  2,000 
Printing and miscellaneous expenses  3,454 
Printing and miscellaneous fees and expenses  7,635.94 
Total $60,000  $113,000.00 

 

ITEM 15. Indemnification of Directors and 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;

 

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.

 

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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.

 

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 heading “Legal Proceedings” elsewhere in this prospectus,our 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 $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. 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 such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

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ITEM 16. Exhibits and Financial Statement Schedules

 

(a)Exhibits

 

Exhibit
Number
 Description
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 Current ReportAmendment No. 1 to Registration Statement on Form 8-K,S-1, filed with the SEC on November 17,16, 2017 (File no. 001-37941)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))
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)
4.20Form 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))
4.21Form 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))
4.22Form 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))
4.23Form 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))
4.24Form 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))

II-3

4.25Form of SenesTech, Inc. Stock Option Grant Notice and Stand-Alone Option Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on February 10, 2023 (File no. 333-269686))
4.26Form of SenesTech, Inc. Restricted Stock Unit Grant Notice and Stand-Alone Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on February 10, 2023 (File no. 333-269686))
4.27Form 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))
4.28Form 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))
4.29Form of New Warrants (incorporated by reference to Exhibit 4.33 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 22, 2023 (File no. 001-37941))
5.1* Legal Opinion of Perkins CoieGreenberg Traurig, LLP
23.1* Consent of M&K CPAS, PLLC, independent registered public accounting firm
23.2* Consent of Perkins CoieGreenberg Traurig, LLP (contained in Exhibit 5.1)
24.1* Power of Attorney (included on signature page hereof)
107*Filing Fee Table

 

*Filed herewith.

+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. 

 

II-3

Item 17. 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) 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;

(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;

 

(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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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.

provided,, however,, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

II-4

 

(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 whichthat remain unsold at the termination of the offering.

II-4

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date.

  

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) That, for the purpose of providingdetermining liability of the information required by Section 10(a) ofregistrant under the Securities Act shall be deemedof 1933 to be part of and includedany purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, asregardless of the earlierunderwriting 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 date such form of prospectus is first used after effectiveness orfollowing communications, the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed toundersigned registrant will be a new effective date of the registration statement relatingseller to the securities in the registration statementpurchaser and will be considered to which that prospectus relates, and the offering ofoffer or sell such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date.purchaser:

 

(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.

(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 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 15(d) of the Securities Exchange Act)Act of 1934) 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) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

 

II-5II-5

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on the 2nd6th day of February, 2021.October, 2023. 

 

 SENESTECH, INC.
   
 By:/s/ Kenneth SiegelJoel L. Fruendt
  Kenneth SiegelJoel L. Fruendt
  President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth Siegel, Jamie BechtelJoel 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 of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature Title Date
     
/s/ Kenneth SiegelJoel L. Fruendt President and Chief Executive Officer February 2, 2021October 6, 2023
Kenneth SiegelJoel L. Fruendt (Principal Executive Officer)  
     
/s/ Thomas C. Chesterman Executive Vice President, Chief Financial Officer, February 2, 2021October 6, 2023
Thomas C. Chesterman Treasurer and Assistant Secretary
(Principal Financial and Accounting Officer)  
     
/s/ Jamie Bechtel Chair of the Board February 2, 2021October 6, 2023
Jamie Bechtel    
     
/s/ Delphine François Chiavarini Director February 2, 2021October 6, 2023
Delphine François Chiavarini
/s/ Marc DumontDirectorFebruary 2, 2021
Marc Dumont    
     
/s/ Phil Grandinetti Director February 2, 2021October 6, 2023
Phil Grandinetti
/s/ K.C. KavanaghDirectorFebruary 2, 2021
K.C. Kavanagh    
     
/s/ Jake Leach Director February 2, 2021October 6, 2023
Jake Leach    
     
/s/ Matthew K. Szot Director February 2, 2021October 6, 2023
Matthew K. Szot    

 

 

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