SenesTech Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

SenesTech (NASDAQ: SNES) announced that its Board of Directors granted an inducement equity award to John Karabees in connection with his appointment as Executive Vice President, Sales. The award was made under the 2026 Inducement Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

The grant, dated August 25, 2026, is a nonstatutory stock option to purchase 108,470 shares of common stock at an exercise price of $1.19 per share, equal to the fair market value on the grant date. The option vests in 12 equal quarterly installments starting from July 1, 2026 and becomes fully vested on the third anniversary of that commencement date, subject to continued service. The award was approved by unanimous written consent of the Board, with a majority of independent directors.

Positive

• Inducement option grant for 108,470 shares at $1.19 aligns with market price
• Three-year quarterly vesting schedule supports executive retention and long-term focus

Negative

• Stock option for 108,470 shares introduces incremental potential dilution to shareholders

Market Context

Recent insider activity was categorized as Net Buying, including the CEO’s 1,000-share purchase at $...

Analysis

Recent insider activity was categorized as Net Buying, including the CEO’s 1,000-share purchase at $1.21. Against that backdrop, the grant is a compensation disclosure; vesting and outstanding dilution remain relevant risks to monitor.

Key Figures

Option Shares: 108,470 shares Exercise Price: $1.19 per share Grant Date: Aug. 25, 2026 +4 more

7 metrics

Option Shares 108,470 shares Inducement award

Exercise Price $1.19 per share Option grant on Aug. 25, 2026

Grant Date Aug. 25, 2026 Inducement award

Vesting Schedule 12 equal quarterly installments Subject to continued service

Vesting Commencement July 1, 2026 Option vesting schedule

Full Vesting Third anniversary Of the vesting commencement date

Nasdaq Listing Rule 5635(c)(4) Inducement equity award

Historical Context

5 past events · Latest: Aug 17 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 17	Investor summit	Neutral	+6.6%	Company announced participation in the Lytham Partners investor summit webcast.
Aug 05	Q2 earnings report	Positive	-22.1%	Record revenue and gross margin were reported alongside continuing quarterly losses.
Aug 05	Assessment services launch	Positive	-2.4%	New B2B assessment services expanded implementation support and potential revenue opportunities.
Aug 03	Subscriber growth update	Positive	+14.8%	Online subscribers more than doubled as e-commerce growth accelerated during the quarter.
Jul 29	Q2 reporting notice	Neutral	+3.9%	Company scheduled release of second-quarter financial results and its follow-up conference call.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent operating updates showed mixed reactions, including divergence after positive revenue and service news, while subscriber growth aligned with a gain.

Key Terms

nonstatutory stock option, nasdaq listing rule 5635(c)(4)

2 terms

nonstatutory stock option financial

"consists of a nonstatutory stock option to purchase 108,470 shares"

A nonstatutory stock option (also called a non-qualified stock option) is an employee or contractor right to buy company shares at a set price that does not qualify for special tax treatment. When exercised, the difference between the market price and the set price is treated as ordinary income for the recipient and usually triggers payroll tax and withholding. For investors, these options matter because they create potential share dilution, affect reported compensation costs, and influence the timing of when new shares enter the market—similar to a coupon that lets someone buy stock at a discount but results in an immediate tax bill.

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SURPRISE, Ariz., Aug. 27, 2026 /PRNewswire/ -- SenesTech, Inc. (NASDAQ: SNES), the leader in rodent birth control and sustainable rodent population management, today announced that its Board of Directors has granted an inducement equity award to John Karabees in connection with his appointment as Executive Vice President, Sales.

The award was granted under the SenesTech, Inc. 2026 Inducement Plan as a material inducement to Mr. Karabees entering into employment with SenesTech, in accordance with Nasdaq Listing Rule 5635(c)(4).

The inducement award, granted on Aug. 25, 2026, consists of a nonstatutory stock option to purchase 108,470 shares of SenesTech common stock at an exercise price of $1.19 per share, equal to the fair market value of the Company's common stock on the grant date.

The option will vest and become exercisable in 12 equal quarterly installments measured from a vesting commencement date of July 1, 2026, subject to Mr. Karabees' continued service with the Company through each applicable vesting date. The option will be fully vested and exercisable on the third anniversary of the vesting commencement date.

The award was approved by unanimous written consent of the Company's Board of Directors, a majority of whose members are independent directors under Nasdaq listing standards.

About SenesTech

SenesTech is the leader in rodent birth control and sustainable rodent population management, with a mission to support a healthier environment through the responsible management of animal pest populations. The Company's Evolve® and ContraPest® fertility control solutions, along with its assessment and monitoring services, target reproduction to help reduce rodent populations. SenesTech serves consumer and professional markets with proven approaches that can be used independently or as part of an integrated pest management (IPM) program.

CONTACT:

Investors: Robert Blum, Lytham Partners, LLC, (602) 889-9700, senestech@lythampartners.com
Company: Tom Chesterman, Chief Financial Officer, SenesTech, Inc., (928) 779-4143

View original content to download multimedia:https://www.prnewswire.com/news-releases/senestech-announces-inducement-grant-under-nasdaq-listing-rule-5635c4-302861052.html

SOURCE SenesTech, Inc.

FAQ

What inducement equity award did SenesTech (SNES) grant to John Karabees in August 2026?

SenesTech granted John Karabees a nonstatutory stock option for 108,470 shares at $1.19 per share. According to SenesTech, this inducement award is tied to his appointment as Executive Vice President, Sales under the 2026 Inducement Plan.

What is the vesting schedule for the SenesTech (SNES) inducement stock option granted to John Karabees?

The option vests in 12 equal quarterly installments from a July 1, 2026 commencement date. According to SenesTech, the grant becomes fully vested and exercisable on the third anniversary, subject to Mr. Karabees’ continued service with the company.

At what exercise price was the SenesTech (SNES) inducement option for 108,470 shares granted?

The inducement option was granted at an exercise price of $1.19 per share. According to SenesTech, this price equals the fair market value of the company’s common stock on the August 25, 2026 grant date, aligning the award with market conditions.

Why did SenesTech (SNES) use Nasdaq Listing Rule 5635(c)(4) for this inducement grant?

SenesTech granted the option as a material inducement for John Karabees to join the company, consistent with Nasdaq Listing Rule 5635(c)(4). According to SenesTech, the award was issued under its 2026 Inducement Plan following approval by the Board of Directors.

Who approved the August 25, 2026 inducement equity award at SenesTech (SNES)?

The inducement award was approved by the SenesTech Board of Directors by unanimous written consent. According to SenesTech, a majority of the board members participating in the approval are independent directors under applicable Nasdaq listing standards.

When will the SenesTech (SNES) inducement stock option for John Karabees be fully vested?

The option is scheduled to be fully vested and exercisable on the third anniversary of July 1, 2026. According to SenesTech, vesting is contingent on Mr. Karabees maintaining continuous service through each quarterly vesting date.