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)

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.

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

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

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 Stock”Stock”), 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

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.

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.

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:

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

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

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.

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.

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.

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.

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.

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.