Organization and Description of Business | Note 1 - Organization and Description of Business SenesTech, Inc. (“SenesTech,” the “Company,” “we” or “us”) was formed in July 2004 and incorporated in the state of Nevada. The Company subsequently reincorporated in the state of Delaware in November 2015. Our corporate headquarters is in Flagstaff, Arizona. We have developed and are commercializing a global, proprietary technology for managing animal pest populations, primarily rat populations, through fertility control. Pest management professionals (PMPs) continue to face challenges in controlling infestations. While there are many tools to bring rat populations down quickly, they are at a disadvantage: they do not prevent the rapid reproduction, leaving PMPs and their customers open to a possible rebound in rat population. ContraPest® is a proven fertility control solution that complements integrated pest management (IPM) protocols to bring rat populations down and keep them down. Without fertility control, rat populations can rebound, but ContraPest, targets the reproductive capabilities in Norway and roof rats to minimize these population spikes and consistently keep rat populations down more effectively. Additionally, PMPs are being increasingly asked for new solutions to help them solve their customers’ toughest rat infestations. With growing interest in non-lethal options, it is becoming increasingly important for PMPs to have proven non-lethal tools at their disposable. Our goal is to provide PMPs with this proven solution to help expand their service offering and serve customers that are looking to decrease or eliminate the amount of lethal methodologies used in their integrated pest management programs. Our flagship fertility control product, ContraPest is a liquid fertility control bait containing the active ingredients 4-vinylcyclohexene diepoxide (“VCD”) and triptolide. When consumed, ContraPest targets reproduction, limiting fertility in male and female Norway and roof rats beginning with initial consumption. We submitted ContraPest for registration with the EPA on August 23, 2015, and the EPA granted registration approval for ContraPest effective August 2, 2016. We expect to continue to pursue regulatory approvals and amendments to existing registration in the United States for ContraPest, including additional species and additional jurisdictions. We believe ContraPest is the first and only non-lethal, fertility control product approved by the EPA for the management of rat populations. In addition to the EPA registration of ContraPest in the U.S., we must obtain registration from the various state regulatory agencies prior to being used in each state. We have received registration for ContraPest in all 50 states and the District of Columbia. Besides providing just the product, SenesTech provides PMPs with product training, and supports the PMPs by creating tools, training and awareness campaigns to help inform their customers, specifically within the food safety industry and larger residential customers, such as Home Owners Associations (HOAs), on the benefits of including ContraPest into their IPM protocols. Potential Need for Additional Capital Since our inception, we have sustained significant operating losses in the course of our research and development activities, and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under our former license agreement with Neogen. In 2017, we began full scale marketing of our first product, ContraPest, and we continue to develop other product candidates, which are in various phases of development. We have funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock. Such sales include: (i) an initial public offering of 1,875,000 shares of our common stock on December 8, 2016 with warrants to purchase an additional 187,500 shares issued to Roth Capital Partners, LLC with an exercise price of $9.60 per share, as underwriter, (ii) a public offering on November 21, 2017 of 5,860,000 shares of our common stock at $1.00 per share with warrants issued to investors to purchase an additional 4,657,500 shares of our common stock with an initial exercise price of $1.50 per share, and warrants issued to Roth Capital Partners, LLC, as underwriter, to purchase an additional 945,000 shares with an exercise price of $1.50 per share, (iii) a rights offering in August, 2018 (the “Rights Offering”), where we issued and sold 5,357,052 shares of our common stock issued at $1.15 per share with warrants to purchase an additional 5,357,052 shares with an exercise price of $1.15 per share, and warrants issued to Maxim Group, LLC, as dealer-manager, to purchase an additional 267,853 shares at $1.725 per share, and (iv) a private placement of warrants to purchase 1,133,909 shares of common stock in June 2018 with an exercise price of $1.82 per share. We have also raised capital through debt financing, consisting primarily of convertible notes; and, to a lesser extent, payments received in connection with product sales, research grants and licensing fees. In June 2018, the Company received $2.2 million and issued 1,475,659 common shares upon the exercise of 1,475,659 warrants that were issued on November 21, 2017. In exchange for the exercise of 1,133,909 of those warrants, the Company issued new warrants to purchase an additional 1,133,909 shares with an exercise price of $1.82 per share. Through June 30, 2018, we had received net proceeds of $56.5 million from our sales of common stock, preferred stock and warrant exercises and issuance of convertible and other promissory notes, an aggregate of $1.7 million from licensing fees and $0.1 million in product sales. At June 30, 2018, we had an accumulated deficit of $80.4 million and cash and cash equivalents and highly liquid investments of $4.3 million. Our ultimate success depends upon the outcome of a combination of factors, including: (i) successful commercialization of ContraPest and ongoing regulatory approval of our other product candidates; (ii) market acceptance, commercial viability and profitability of ContraPest and other products; (iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development; (v) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs. Based upon our current operating plan, we expect that cash and cash equivalents and highly liquid, short term investments at June 30, 2018, in combination with anticipated revenue and net proceeds of $5.4 million from the Rights Offering that closed on August 13, 2018, will be sufficient to fund our current operations for the near future. However, if anticipated revenue targets are not achieved, we may seek to reduce operating expenses and are likely to require additional capital in order to fund our operating losses and research and development activities until we become profitable. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate development and commercialization efforts. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of June 30, 2018, the Company’s operating results for the three and six months ended June 30, 2018 and 2017, and the Company’s cash flows for the six months ended June 30, 2018 and 2017. The accompanying financial information as of December 31, 2017 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K, as amended for the year ended December 31, 2017. All amounts shown in these financial statements and accompanying notes are in thousands, except percentages and per share and share amounts. |