SenesTech (NASDAQ: SNES) posts Q1 2026 loss as Evolve drives 85% of sales
Filing Impact
Filing Sentiment
Form Type
10-Q
SenesTech, Inc. reported first-quarter 2026 results with revenue of $493,000, up slightly from $485,000 a year earlier, as its Evolve fertility-control products grew to 85% of sales while ContraPest declined. Gross profit was $338,000, for a margin of 68.6%, reflecting improved production efficiency and pricing.
The company posted a net loss of $2.1 million, compared with $1.7 million in the prior-year quarter, driven mainly by higher selling, general and administrative expenses, including legal costs tied to a settled litigation matter and severance and search expenses related to leadership changes. Operating cash use was $1.9 million.
Cash, cash equivalents and short-term investments totaled $6.8 million as of March 31, 2026, versus $8.6 million at year-end 2025. Management expects existing cash and anticipated revenue to fund operations into the third quarter of 2027. During the quarter, SenesTech raised $173,000 net via its at-the-market equity facility and ended with total assets of $11.1 million and stockholders’ equity of $7.7 million.
Positive
- None.
Negative
- None.
Insights
Losses widened despite strong margins, but cash runway extends into 2027.
SenesTech showed nearly flat revenue at $493,000, but gross margin improved to 68.6%, underscoring attractive unit economics in its Evolve product line. The business remains subscale, with operating expenses of $2.46 million driving an operating loss of $2.12 million.
Net loss increased to $2.06 million, while operating cash outflow was $1.93 million. However, cash, cash equivalents and short-term investments of $6.8 million and modest ATM usage of $173,000 net give a projected runway into Q3 2027 under current plans.
Key dependencies are continued Evolve revenue growth, disciplined spending, and access to additional capital if assumptions change. The resolution of the Liphatech litigation removes one uncertainty, while customer concentration (one customer at 17% of quarterly revenue) remains a structural consideration.
Key Figures
Revenue: $493,000
Net loss: $2,063,000
Gross margin: 68.6%
+5 more
8 metrics
Revenue
$493,000
Three months ended March 31, 2026
Net loss
$2,063,000
Three months ended March 31, 2026
Gross margin
68.6%
Q1 2026 gross profit as % of revenue
Cash and short-term investments
$6.8 million
As of March 31, 2026
Operating cash outflow
$1,929,000
Cash used in operating activities, Q1 2026
Evolve revenue share
85%
Portion of Q1 2026 revenues from Evolve products
ATM shares issued
80,411 shares
Common stock sold under ATM in Q1 2026
Stockholders’ equity
$7,701,000
As of March 31, 2026
Key Terms
at-the-market offering, minimum risk pesticide, operating lease liability, stock-based compensation, +2 more
6 terms
at-the-market offering financial
"we entered into an at-the-market offering arrangement with a sales agent"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
minimum risk pesticide regulatory
"Evolve Rat meets the U.S. Environmental Protection Agency’s minimum risk pesticide conditions under Section 25(b) of FIFRA"
operating lease liability financial
"Current portion of operating lease liability"
Operating lease liability is the current estimated cost of a company’s remaining rent-like payments for assets it uses but does not own, recorded on the balance sheet as a debt-like obligation. Investors care because it reveals hidden commitments that affect a company’s leverage and ability to pay debts and fund growth—think of it like the remaining months on a long-term rental contract that still must be paid and can change how risky or valuable the business looks.
stock-based compensation financial
"Stock-based compensation expense was recorded as follows"
Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.
accumulated deficit financial
"As of March 31, 2026, we had an accumulated deficit of $144.5 million"
Accumulated deficit is the running total of a company’s past net losses minus any profits, showing how much the business has eaten into its own funds over time—think of it like a bank account that’s been overdrawn by repeated shortfalls. It matters to investors because a large accumulated deficit reduces the cushion that protects owners and creditors, can limit dividends or borrowing, and signals how much funding the company may need to reach profitability.
held-to-maturity investment financial
"From time-to-time we have held investments in U.S. Treasuries, which are classified as held-to-maturity"
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2026
OR
For the transition period from ________ to ________
Commission File Number: 001-37941
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||
| x | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of common stock outstanding as of May 11, 2026: 5,303,426
Table of Contents
SENESTECH, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION | ||||||||
Item 1. | Financial Statements (unaudited) | 1 | ||||||
Condensed Balance Sheets | 1 | |||||||
Condensed Statements of Operations and Comprehensive Loss | 2 | |||||||
Condensed Statements of Cash Flows | 3 | |||||||
Notes to Condensed Financial Statements | 4 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 20 | ||||||
Item 4. | Controls and Procedures | 20 | ||||||
PART II — OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 21 | ||||||
Item 1A. | Risk Factors | 21 | ||||||
Item 5. | Other Information | 21 | ||||||
Item 6. | Exhibits | 21 | ||||||
SIGNATURES | 22 | |||||||
Table of Contents
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
SENESTECH, INC.
CONDENSED BALANCE SHEETS
(In thousands, except shares and per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | (unaudited) | ||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Right to use asset, operating lease | |||||||||||
| Property and equipment, net | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Current portion of operating lease liability | |||||||||||
| Current portion of notes payable | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liability, less current portion | |||||||||||
| Notes payable, less current portion | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (see notes) | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to condensed financial statements.
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SENESTECH, INC.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except shares and per share data)
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues, net | $ | $ | |||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | |||||||||||||||||||||
| Interest income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||
| Net loss and comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
| Weighted average shares outstanding - basic and diluted | |||||||||||||||||||||||
| Net loss per share - basic and diluted | $ | ( | $ | ( | |||||||||||||||||||
See accompanying notes to condensed financial statements.
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SENESTECH, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Operating lease | |||||||||||
| Bad debt expense | |||||||||||
| Accretion of interest on held-to-maturity investments | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Inventory | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Maturity of held-to-maturity investment | |||||||||||
| Purchase of property and equipment | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from the exercise of warrants, net | |||||||||||
| Proceeds from issuances of common stock, net | |||||||||||
| Repayments of notes payable | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental cash flow information is as follows: | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid | $ | $ | |||||||||
See accompanying notes to condensed financial statements.
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SENESTECH, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
Nature of Business
SenesTech, Inc. (subsequently referred to in this report as “we,” “us,” “our,” or “our company”) was incorporated in the state of Nevada in July 2004. In November 2015, we subsequently reincorporated in the state of Delaware. Our corporate headquarters and manufacturing site are in Surprise, Arizona. We have developed and are commercializing products for managing animal pest populations through fertility control. Our current products focus on rat and mouse populations, and are known as ContraPest®, Evolve® Rat and Evolve Mouse.
CONTRAPEST. ContraPest, our initial product, is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide and triptolide. ContraPest targets the reproductive systems of both male and female rats, is a highly palatable formulation, does not cause illness or changed behavior in rats, and leads to significant reductions in fertility and rat populations. Accordingly, ContraPest is an additional tool to use as part of an integrated pest management program.
ContraPest is registered in all 50 states and the District of Columbia (49 states and the District of Columbia have approved the restricted use pesticide designation) and two major U.S. territories, Puerto Rico and the U.S. Virgin Islands.
EVOLVE. The Evolve product line, which began in the form of Evolve Rat, launched in January 2024, and is currently our lead product. Evolve Rat is a soft bait product that is novel to the pest control industry and contains the active ingredient, cottonseed oil. Evolve Rat reduces fertility in both male and female rats. Additionally, its palatable formulation produces high acceptance for sustained consumption even when other sought-after food sources are present. Evolve Rat does not cause illness in rats and, therefore, it does not change behavior or result in bait aversion. By targeting the reproductive systems of both male and female rats, and with palatability promoting continued consumption, the use of Evolve Rat can lead to a sustained reduction of the rat population.
Evolve Rat meets the U.S. Environmental Protection Agency’s (“EPA’s”) minimum risk pesticide conditions under Section 25(b) of the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”). Due to its classification, Evolve Rat is exempt from federal registration because it poses little to no risk to human health and the environment. Evolve Rat is also made from food ingredients with tolerance exemptions for both food and nonfood applications, which allows it to be used in agricultural applications. There are 10 states that accept the federal exemption for pesticide registration and require no additional determination or approval. In states that do not accept the federal exemption, we must obtain registration from the various state agencies. We are authorized to sell Evolve Rat in 48 states and territories.
In May 2024, we launched Evolve Mouse, our latest iteration of the Evolve product line. Evolve Mouse is a modified version of our soft bait technology and contains the same active ingredient, cottonseed oil. Evolve Mouse limits reproduction capability of both male and female mice and is also considered a minimum risk pesticide under Section 25(b) of FIFRA. We are authorized to sell Evolve Mouse in 37 states and territories.
Liquidity and Capital Resources
Since our inception, we have incurred significant operating losses related to our research and development and commercialization efforts and we expect these losses to continue in the near term. We have generated limited revenue to date from product sales and have primarily funded our operations through the sale of equity securities, including common stock and warrants to purchase common stock. As of March 31, 2026, we had an accumulated deficit of $144.5 million and cash and cash equivalents and short-term investments of $6.8 million.
Our ultimate, long-term success depends upon the outcome of a combination of factors, including the following: (i) successful commercialization of fertility control products and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of fertility control products and other products; (iii) our 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) our ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs.
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Based upon our current operating plan, we expect that cash and cash equivalents and short-term investments at March 31, 2026, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for the next 12 months and the foreseeable future. While we have evaluated and continue to evaluate our operating expenses and have focused our resources on the successful commercialization of fertility control products in the United States, additional financing may still be needed before achieving our anticipated revenue and margin targets. If we are unable to raise the necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern. In any event, additional capital may be needed in order to fund our operating losses and research and development activities before 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 commercialization and development efforts or discontinue operations.
Condensed Financial Statements
Recent Accounting Pronouncements
There have been no new accounting pronouncements that are not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The significant estimates in our financial statements include the valuation of inventory, common stock warrants and stock-based awards, such as stock options and restricted stock units. Actual results could differ from such estimates.
Advertising Costs
Advertising costs are expensed as incurred and were $23,000 and $22,000 for the three months ended March 31, 2026 and 2025, respectively.
Comprehensive Loss
We have no other comprehensive income items for the periods presented. As a result, our net loss and comprehensive loss were the same for the periods presented, and a separate statement of comprehensive loss is not included in the accompanying condensed financial statements.
NOTE 2: BALANCE SHEET COMPONENTS
Cash and Cash Equivalents
Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $6.6 million and $7.1 million as of March 31, 2026 and December 31, 2025, respectively, included within cash and cash equivalents in the condensed balance sheets.
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Short-term Investments
From time-to-time we have held investments in U.S. Treasuries, which are classified as held-to-maturity and measured at amortized cost, which approximates fair value. We have both the intent and the ability to hold these securities to maturity. U.S. Treasuries with original maturities greater than 90 days and less than one year are presented as short-term investments on the condensed balance sheet.
Accounts Receivable, Net
Accounts receivable, net consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable | $ | $ | |||||||||
| Allowance for uncollectible accounts | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
The following was the activity in the allowance for uncollectible accounts (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Balance as of beginning of period | $ | $ | |||||||||||||||||||||
| Increase in provision | |||||||||||||||||||||||
| Amounts written off, less recoveries | ( | ||||||||||||||||||||||
| Balance as of end of period | $ | $ | |||||||||||||||||||||
Inventory
Inventory consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in progress | |||||||||||
| Finished goods | |||||||||||
| Total inventory | |||||||||||
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Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Software licenses | $ | $ | |||||||||
| Equity offering costs | |||||||||||
| Insurance | |||||||||||
| Rent | |||||||||||
| Marketing programs and conferences | |||||||||||
| Professional services | |||||||||||
| Other | |||||||||||
| Total prepaid expenses and other current assets | $ | $ | |||||||||
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Research and development equipment | $ | $ | |||||||||
| Office and computer equipment | |||||||||||
| Autos | |||||||||||
| Furniture and fixtures | |||||||||||
| Leasehold improvements | |||||||||||
| Total in service | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Compensation and related benefits | $ | $ | |||||||||
| Legal and consulting professional services | |||||||||||
| Product warranty and other | |||||||||||
| Franchise tax | |||||||||||
| Total accrued expenses | $ | $ | |||||||||
Notes Payable
We have financing arrangements related to the purchase of certain equipment. The notes payable for that certain equipment have a weighted average annual interest rate of 10.4 % with original terms of five years and are secured by the underlying equipment.
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As of March 31, 2026, future principal payments were as follows (in thousands):
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Total principal payments | ||||||||
| Less: current portion of notes payable | ( | |||||||
| Notes payable, less current portion | $ | |||||||
NOTE 3: FAIR VALUE MEASUREMENTS
The carrying amounts of our financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities. The fair value of investments approximates cost due to their short-term nature and fixed interest rates. Notes payable and operating lease liability are measured at amortized cost, which approximates fair value based on current market rates and terms.
NOTE 4: LEASES
We have an operating lease arrangement for our corporate offices and manufacturing and research operations that extends through 2035.
The components of lease cost were as follows (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Operating lease cost | $ | $ | |||||||||||||||||||||
Short-term lease cost (1) | |||||||||||||||||||||||
Variable lease cost (2) | |||||||||||||||||||||||
| Total lease cost | $ | $ | |||||||||||||||||||||
(1) Includes amounts related to leases with original terms of 12 months or less and our company has elected the short-term lease exemption.
(2) Includes amounts related to common area maintenance, property taxes and any other lease-related charges that vary based on usage or actual costs and are not included in the operating lease liability.
As of March 31, 2026, the maturities under the operating lease liability were as follows (in thousands):
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total operating lease payments | ||||||||
| Less: imputed interest | ( | |||||||
| Total operating lease liability | $ | |||||||
NOTE 5: STOCK-BASED COMPENSATION
In 2018, our stockholders approved the adoption of the SenesTech, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), which provides for the issuance of stock-based instruments, such as stock options or restricted stock units, to employees or consultants as deemed appropriate. The 2018 Plan has since been amended and restated on certain occasions, most recently
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on July 11, 2024, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares. As of March 31, 2026, we have 32,268 shares of common stock available for issuance under the 2018 Plan.
Currently, only stock options are outstanding under the 2018 Plan, which are generally issued with a per share exercise price equal to the fair market value of our common stock at the date of grant. Options granted generally vest ratably over a 12 - to 36 -month period coinciding with their respective service periods, with terms generally of ten years . Certain stock option awards provide for accelerated vesting upon a change in control.
Contingent Stock Options
On October 15, 2025, the Company’s Board of Directors approved the grant of stock options to purchase up to 420,000 shares of common stock to the Company’s Board members pursuant to a proposed amendment to the 2018 Plan (the “Contingent Stock Options”). The Board has approved an amendment to the 2018 Plan, which has been submitted to the stockholders of the Company for approval at the 2026 annual meeting of stockholders, to increase the number of shares available for issuance thereunder to ensure that the Company has sufficient shares to attract, retain, and motivate key employees and directors.
The Contingent Stock Options have an exercise price of $4.05 per share, vest in four equal installments of 25 % on each of January 15, 2026, April 15, 2026, July 15, 2026, and October 15, 2026, and have a contractual term expiring October 15, 2035. The grants are contingent upon stockholder approval of the amended 2018 Plan by October 15, 2026. If such approval is not obtained by that date, the Contingent Stock Options will be rescinded, terminated, and deemed void ab initio, as if the grant had never occurred.
As of March 31, 2026, stockholder approval of the amended 2018 Plan has not been obtained. The Company concluded that a grant date, as defined under ASC 718, Compensation—Stock Compensation had not occurred as of March 31, 2026 because the awards remained contingent upon stockholder approval of the amended 2018 Plan. Accordingly, no stock-based compensation expenses was recognized related to these awards as of March 31, 2026.
Stock Options
The following table presents the outstanding stock option activity:
| Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (years) | ||||||||||||||||||||||||
| Three months ended March 31, 2026: | ||||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | $ | |||||||||||||||||||||||||
| Granted | — | |||||||||||||||||||||||||
| Exercised | — | |||||||||||||||||||||||||
| Forfeited | — | |||||||||||||||||||||||||
| Expired | ( | — | ||||||||||||||||||||||||
| Outstanding as of March 31, 2026 | (1) | |||||||||||||||||||||||||
| Exercisable as of March 31, 2026 | ||||||||||||||||||||||||||
(1) Includes options related to 603 shares that are inducement awards and not granted under the 2018 Plan.
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The stock-based compensation expense was recorded as follows (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Research and development | $ | $ | |||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | |||||||||||||||||||||
The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee.
As of March 31, 2026, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $139,000 , which will be recognized over a weighted average period of 1.5 years, assuming the employees and non-employees complete their service period required for vesting.
NOTE 6: STOCKHOLDERS’ EQUITY
Activity in equity during the three month periods ended March 31, 2026 and 2025 was as follows (dollars in thousands):
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | |||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||||||||
| Balances as of December 31, 2025 | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||
| Issuance of common stock, net of transaction costs | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balances as of March 31, 2026 | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||
| Balances as of December 31, 2024 | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||
| Issuance of common stock, net of transaction costs | — | — | ||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants, net of transaction costs | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balances as of March 31, 2025 | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at-the-market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock (“ATM Facility”). During the three months ended March 31, 2026, we sold 80,411 shares of common stock under this ATM Facility for gross proceeds of $182,000 , before deducting offering expenses of $9,000 . As of March 31, 2026, there is capacity under the ATM Facility of approximately $7.3 million.
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NOTE 7: COMMON STOCK WARRANTS
The following table presents the common stock warrant activity:
| Issue Date | Warrant Type | Term Date | Exercise Price | Balance December 31, 2025 | Issued | Exercised | Expired | Balance March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||
| October 2020 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| February 2021 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| February 2021 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| March 2021 | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| November 2022 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| April 2023 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| April 2023 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| August 2023 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| November 2023 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| November 2023 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| August 2024 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| August 2024 | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| August 2024 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| March 2025 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| July 2025 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| July 2025 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| August 2025 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| August 2025 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (years) | |||||||||||||||
| Outstanding as of December 31, 2025 | $ | ||||||||||||||||
| Issued | — | ||||||||||||||||
| Exercised | — | ||||||||||||||||
| Expired | ( | — | |||||||||||||||
| Outstanding as of March 31, 2026 | |||||||||||||||||
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NOTE 8: LOSS PER SHARE
Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, which includes any prefunded warrants and shares held in abeyance from date of issuance. Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus potentially dilutive securities outstanding during the period determined using the treasury stock method. Stock options and warrants are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share because their effect would be anti-dilutive given the net losses reported for all periods presented. Therefore, basic and diluted loss per share are the same for each period presented.
The following shares were excluded from the calculation of diluted net loss per share:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Common stock warrants | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
NOTE 9: SEGMENT INFORMATION
We operate in a single operating segment: the formulation, development, marketing and sale of fertility control products for use in managing pest populations. This single operating segment has been identified based on our internal management structure and reporting to our chief operating decision maker (“CODM”), our Chief Executive Officer.
Our CODM evaluates segment performance based on the revenues, gross profit and operating loss of the segment and uses internal financial statements to make decisions regarding resource allocation. Revenues, gross profit and operating loss used by the CODM are presented on our accompanying statement of operations. The measure of segment assets is represented as total assets presented on our accompanying balance sheets. There are no intersegment revenues, as all transactions are conducted within one operating segment.
We have not identified any reportable segments other than the single operating segment discussed.
The percentage of revenue attributable to our customers that represented 10% or more of revenue in at least one of the periods presented, was as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Customer A | % | % | |||||||||||||||||||||
| Customer B | |||||||||||||||||||||||
| Customer C | % | % | |||||||||||||||||||||
The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Customer B | % | % | |||||||||
| Customer D | |||||||||||
| Customer E | |||||||||||
| Customer F | |||||||||||
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NOTE 10: RELATED PARTIES
Related party transactions are conducted in the normal course of business and, unless otherwise noted, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. During the three months ended March 31, 2026, consulting fees of $25,000 were incurred in connection with services provided by Hustle and Flower LLC, of which a member of our board serves as chief executive officer. There were no related party transactions during the three months ended March 31, 2025.
NOTE 11: CONTINGENCIES
In December 2024, Liphatech Inc. (“Liphatech”) commenced an action against us in the United States District Court for the Eastern District of Wisconsin. The complaint alleged, among other things, breach of contract, misappropriation of trade secrets, unfair competition and unjust enrichment. These claims were based on allegations that we misappropriated and utilized proprietary information and trade secrets of Liphatech. The complaint also alleged that we breached a non-disclosure agreement that we had entered into with Liphatech. The complaint sought unspecified damages as well as injunctive relief. In March 2026, the parties to this legal matter have resolved all disputes between them in a manner satisfactory to all involved and the matter was settled. All litigation has been dismissed and cannot be reinstated.
In addition to the matter described above, we may be subject to other legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any other pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on our financial position, results of operations or liquidity.
NOTE 12: SUBSEQUENT EVENTS
Effective May 6, 2026, Michael Edell was appointed President and Chief Executive Officer succeeding Joel Fruendt. In connection with Mr. Edell’s appointment, he was awarded an option to purchase 263,288 shares of the Company’s stock (the “Option”). The Option is scheduled to vest over a three-year period commencing on May 1 ,2026, with 1/12th of the shares subject to the Option vesting on the last day of each calendar quarter, subject to Mr. Edell’s continuous service through the applicable vesting date. The Option will not be exercisable unless the Company’s stockholders approve an increase in the number of shares reserved for issuance under the SenesTech, Inc. 2018 Equity Incentive Plan.
As previously disclosed, pursuant to a separation agreement between the Company and Mr. Fruendt, subject to the Company’s receipt of an effective release and waiver of claims, Mr. Fruendt will be entitled to receive the following severance compensation and other benefits: (1) cash severance benefits in the form of continuation of his base salary through December 15, 2026 (subject to applicable withholdings); (2) payment or reimbursement of premiums for health insurance coverage until December 31, 2026; and (3) acceleration of the vesting of the stock options held by Mr. Fruendt.
We have evaluated subsequent events from the balance sheet date through May 12, 2026, the date at which the condensed financial statements were issued, and determined that there were no other items that require adjustment to or disclosure in the condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed financial statements, related notes and other information included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026.
Forward-Looking Statements
The statements contained in this Quarterly Report on Form 10-Q that are not historical are forward-looking statements within the meaning of Section 27A of 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 Quarterly Report on Form 10-Q, 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. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding:
•the size of the market for our products, and our ability to serve that market;
•our belief that ContraPest® or Evolve® are novel in the pest control industry;
•the success of competing products that are or become available;
•existing regulations and regulatory developments towards first and second generation anti-coagulant rodenticides in the United States and other jurisdictions;
•our belief that Evolve qualifies for exemption from registration as a minimum risk pesticide under Section 25(b) of the United States Environmental Protection Agency’s (the “EPA’s”) Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”);
•our ability to meet current and anticipated demand by our internal production capabilities;
•the success of non-registered, online product sales advertising rodent reproduction control;
•our plan to continue to utilize various forms of stock-based awards to hire, retain and motivate talented employees, consultants and directors;
•our expectation that our expenses may continue to increase in connection with our ongoing activities, particularly as we advance our commercialization activities;
•our ability to gain market acceptance, commercial viability and profitability of ContraPest, Evolve and any other approved products;
•our ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue;
•the success of our research and development;
•the development of our products for multiple indications including application to non-Rodentia mammalian species;
•our ability to retain and attract key personnel to develop, operate and grow our business;
•our ability to meet our working capital needs;
•our expectations regarding our ability to obtain and maintain intellectual property protection for our products and our ability to operate our business without infringing on the intellectual property rights of others;
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•our belief that product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop;
•the effect that a reverse stock split or other capital restructuring may have on the liquidity of the shares of our common stock;
•the volatility of our stock price, which could subject us to securities class action litigation;
•our estimates or expectations related to our revenue, cash flow, expenses, capital requirements and need for additional financing; and
•our financial performance, including our ability to fund operations.
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, 2025, filed with the SEC on March 13, 2026, 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 Capital Market’s continued listing requirements;
•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 Quarterly Report on Form 10-Q.
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 Quarterly Report on Form 10-Q reflect our views as of the date of this Quarterly Report on Form 10-Q 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 subject to the information requirements of the Exchange Act, and we file or furnish reports, proxy statements and other information with the SEC. Such reports and other information we file with the SEC are available free of charge at www.senestech.com as soon as practicable after such reports are available on the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Overview
We have developed and are commercializing products for managing animal pest populations through fertility control and population management strategies. Our current products focus on rat and mouse populations, and are known as: ContraPest, Evolve Rat, and Evolve Mouse.
During 2025, we experienced strong growth in our Evolve product line, which now represents the majority of our total revenue, which has continued into the first quarter of 2026. Sales of Evolve Rat and Evolve Mouse increased across all major distribution channels, led by e-commerce, pest management professionals, and retail expansion. Our products are
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now available on retailer e-commerce sites, which we view as an important step toward broader brick-and-mortar retail availability.
Our focus remains on achieving sustainable revenue growth while progressing toward profitability. To that end, we continue to emphasize operational efficiency, manufacturing cost efficiencies, and sales channel optimization. Gross margins remain strong, reflecting the favorable economics of our Evolve products and improved manufacturing throughput.
We have also expanded our distribution reach and continued to support our international distribution partners as they introduce our fertility control technology to new markets.
We believe the market opportunity for non-poison rodent control remains significant and growing, driven by regulatory restrictions on traditional rodenticides and increasing demand for safer, sustainable pest-management alternatives. Our near-term priorities are to further scale our Evolve product family, expand e-commerce and retail and professional distribution channels, and strengthen our path to profitability.
Results of Operations
The following table summarizes our results of operations for the periods presented (in thousands):
| Three Months Ended March 31, | % Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Revenues, net | $ | 493 | $ | 485 | 2 | % | |||||||||||||||||||||||||||||
| Cost of sales | 155 | 172 | (10) | % | |||||||||||||||||||||||||||||||
| Gross profit | 338 | 313 | 8 | % | |||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Research and development | 422 | 418 | 1 | % | |||||||||||||||||||||||||||||||
| Selling, general and administrative | 2,035 | 1,558 | 31 | % | |||||||||||||||||||||||||||||||
| Total operating expenses | 2,457 | 1,976 | 24 | % | |||||||||||||||||||||||||||||||
| Loss from operations | (2,119) | (1,663) | 27 | % | |||||||||||||||||||||||||||||||
| Interest income (expense), net | 56 | (2) | (2900) | % | |||||||||||||||||||||||||||||||
| Net loss | $ | (2,063) | $ | (1,665) | 24 | % | |||||||||||||||||||||||||||||
Revenues
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Evolve | $ | 418 | 85 | % | $ | 384 | 79 | % | ||||||||||||||||||||||||||||||||||||||||||
ContraPest | 75 | 15 | % | 101 | 21 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Revenues, net | $ | 493 | 100 | % | $ | 485 | 100 | % | ||||||||||||||||||||||||||||||||||||||||||
Sales, net of sales discounts and promotions, were $493,000 for the first quarter of 2026, compared to $485,000 for the first quarter of 2025. The $8,000 increase was driven by sales of our Evolve product offerings—Evolve Rat and Evolve Mouse (collectively, “Evolve”)—partially offset by a decline in units sold of our existing ContraPest product line.
Evolve, which launched in January 2024 and expanded with variations later that year, is a soft bait containing the active ingredient, cottonseed oil. It represented approximately 85% of first quarter 2026 revenues, compared to 79% in the first quarter of 2025. The increase in Evolve revenues was partially offset by an expected decline in ContraPest sales.
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Cost of Sales
Cost of sales consists of costs related to products sold, including scrap and reserves for obsolescence, as well as shipping costs when charged to the customer. Cost of sales was $155,000, or 31.4% of net sales, for the first quarter of 2026, compared to $172,000, or 35.5%, for the first quarter of 2025.
For the foreseeable future, tariffs on foreign countries are not expected to increase our costs, as the majority of our components are sourced domestically.
Gross Profit
Gross profit for the first quarter of 2026 was $338,000, representing a margin of 68.6%, compared to $313,000, or 64.5%, in the first quarter of 2025. The improvement reflects a combination of improved production efficiency and average selling prices.
Research and Development Expenses
Research and development expenses consisted of the following (in thousands):
| Three Months Ended March 31, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Personnel related (including stock-based compensation) | $ | 256 | $ | 253 | 1 | % | |||||||||||||||||||||||||||||
| Facility-related | 101 | 75 | 35 | % | |||||||||||||||||||||||||||||||
| Depreciation | 30 | 32 | (6) | % | |||||||||||||||||||||||||||||||
| Supplies and maintenance | 18 | 20 | (10) | % | |||||||||||||||||||||||||||||||
| Other | 17 | 38 | (55) | % | |||||||||||||||||||||||||||||||
| Total | $ | 422 | $ | 418 | 1 | % | |||||||||||||||||||||||||||||
Research and development expenses were $422,000 for the first quarter of 2026, compared to $418,000 for the first quarter of 2025, representing an increase of $4,000.
The slight increase was due to higher facility-related expenses following our move to a new manufacturing site in April 2025, which provides expanded production capacity and corporate office space. This increase was largely offset by savings from ongoing cost-containment efforts.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consisted of the following (in thousands):
| Three Months Ended March 31, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Personnel related (including stock-based compensation) | $ | 907 | $ | 712 | 27 | % | |||||||||||||||||||||||||||||
| Professional fees | 793 | 430 | 84 | % | |||||||||||||||||||||||||||||||
| Marketing | 56 | 64 | (13) | % | |||||||||||||||||||||||||||||||
| Insurance | 55 | 50 | 10 | % | |||||||||||||||||||||||||||||||
| Licensed software | 51 | 51 | — | % | |||||||||||||||||||||||||||||||
| Travel and entertainment | 47 | 62 | (24) | % | |||||||||||||||||||||||||||||||
| Other | 126 | 189 | (33) | % | |||||||||||||||||||||||||||||||
| Total | $ | 2,035 | $ | 1,558 | 31 | % | |||||||||||||||||||||||||||||
Selling, general and administrative expenses were $2.0 million for the first quarter of 2026, compared to $1.6 million for the first quarter of 2025, representing an increase of $477,000.
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The increase was primarily driven by higher professional fees, including $213,000 in legal expenses associated with the settlement of a specific litigation matter and increased general corporate activity. Consulting costs related to marketing efforts also rose due to changes in product packaging and strategy, including a shift toward direct sales on Amazon. Also included in professional fees, board compensation increased as a result of changes in director responsibilities and committee assignments.
Personnel-related costs included $230,000 of severance expense incurred during the first quarter of 2026, as well as executive search fees related to succession planning, partially offset by changes in headcount.
Interest Income (Expense), Net
For the first quarter of 2026, interest income, net was $56,000, consisting of $60,000 in interest income and $4,000 in interest expense. This compares to interest expense, net of $2,000 in the first quarter of 2025, consisting of $3,000 in interest income and $5,000 in interest expense. The increase in interest income in 2026 reflects a higher average balance of cash, cash equivalents and investments compared to the same period in 2025.
Liquidity and Capital Resources
Liquidity
Since our inception, we have incurred operating losses related to our research and development activities and commercialization efforts, with a net loss of $2.1 million for the three months ended March 31, 2026, and we expect these losses to continue for the near future. Although sales of our product have increased over the last three years—20% in 2025, 56% in 2024, and 17% in 2023—we are not yet able to fund operations by product sales alone. We have primarily funded our operations through the sale of equity securities, including common stock and warrants to purchase common stock.
Through March 31, 2026, we received net proceeds of $117.2 million primarily from the sales of our equity securities, including warrant exercises, an aggregate of $8.3 million in product sales and an aggregate of $1.7 million from licensing fees. As of March 31, 2026, cash and cash equivalents and short-term investments were $6.8 million, compared to $8.6 million as of December 31, 2025.
Based on our current operating plan, we expect that our cash and cash equivalents as of March 31, 2026, in combination with anticipated revenue, will be sufficient to fund our current operations into the third quarter of 2027. This estimate assumes continued execution of our current commercialization strategy, planned levels of operating expenses, and no significant changes in working capital requirements.
Our projected cash runway does not assume the receipt of additional capital from equity issuances, debt financings, strategic partnerships, or other external sources. If revenue growth does not occur at anticipated levels, or if expenses exceed current expectations, we may be required to seek additional financing sooner than currently anticipated.
We continue to evaluate various financing alternatives, including equity offerings under our existing ATM program, strategic partnerships, and other capital-raising transactions. There can be no assurance that additional capital will be available on acceptable terms, if at all.
Additional Funding Requirements
Our expenses may continue to increase in connection with our ongoing activities, particularly as we focus on marketing and sales of fertility control products. In addition, we will continue to incur costs associated with operating as a public company.
In particular, we expect to incur increased expenses as we:
•work to maximize market acceptance for, and generate sales of, our products, including by conducting field demonstrations for potential lead customers;
•explore strategic partnerships to enable us to penetrate additional target markets and geographical locations;
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•manage the infrastructure for sales, marketing and distribution of fertility control products and any other product candidates for which we may receive regulatory approval;
•seek additional regulatory approvals for fertility control products, including to more fully expand the market and use for fertility control products and, if we believe there is commercial viability, for our other product candidates;
•further develop our manufacturing processes to contain costs while being able to scale to meet future demand of fertility control products and any other product candidates for which we receive regulatory approval;
•continue product development of fertility control products and advance our research and development activities and, as our operating budget permits, advance the research and development programs for other product candidates;
•maintain and protect our intellectual property portfolio; and
•add operational, financial and management information systems and personnel, including personnel to support our product development and commercialization efforts and operations as a public company.
We may need additional financing to fund these continuing and additional expenses.
Capital Resources
The following table summarizes our sources and uses of cash for each of the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash and cash equivalents, beginning of period | $ | 7,575 | $ | 1,307 | |||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | (1,929) | (1,557) | |||||||||
| Investing activities | 1,000 | (36) | |||||||||
| Financing activities | 158 | 1,941 | |||||||||
| Increase (decrease) in cash and cash equivalents | (771) | 348 | |||||||||
| Cash and cash equivalents, end of period | $ | 6,804 | $ | 1,655 | |||||||
Cash Flows from Operating Activities—Cash flows from operating activities are generally determined by the amount and timing of cash received from customers and payments made to vendors, as well as the nature and amount of non-cash items, including depreciation and amortization and stock-based compensation included in operating results during a given period.
During the three months ended March 31, 2026, operating activities used $1.9 million of cash, resulting from our net loss of $2.1 million and net changes in our operating assets and liabilities of $73,000, partially offset by net non-cash charges of $61,000, consisting primarily of stock-based compensation, depreciation and amortization and operating lease expenses. Our net loss was driven by costs related to our selling, general and administrative activities resulting from our continued efforts to commercialize our products, combined with research and development costs related to our continued efforts on formulations of new products and improvements to existing products. Net cash provided by changes in our operating assets and liabilities consisted of a net increase in accounts payable and accrued expenses of $142,000 and a decrease in accounts receivable of $32,000, partially offset by increases in prepaid expenses of $40,000 and inventory of $54,000.
During the three months ended March 31, 2025, operating activities used $1.6 million of cash, resulting from our net loss of $1.7 million and net changes in our operating assets and liabilities of $22,000, partially offset by non-cash charges of $130,000, consisting primarily of stock-based compensation and depreciation and amortization expense. Our net loss was driven by costs related to our selling, general and administrative activities resulting from our efforts to commercialize our products, combined with costs related to our research and development efforts. Net cash used by changes in our operating assets and liabilities consisted primarily of an increase in accounts receivable of $163,000 and a decrease in accounts payable accrued expenses of $19,000, partially offset by decreases in prepaid expenses of $119,000 and inventory of $41,000.
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Cash Flows from Investing Activities—Cash flows used in investing activities consist of held-to-maturity investment transactions and purchases of property and equipment. For the three months ended March 31, 2026, cash provided by investing activities consisted of the maturity of a held-to-maturity investment totaling $1.0 million compared to cash used in investing activities related to property and equipment purchases of $36,000 in the same period of 2025.
Cash Flows from Financing Activities—Financing activities provide cash for both day-to-day operations and capital requirements as needed. During the three months ended March 31, 2026, net cash provided by financing activities consisted of net proceeds received from the issuance of common stock under our ATM Facility of $173,000, partially offset by repayments on notes payable of $15,000. During the three months ended March 31, 2025, net cash provided by financing activities consisted of net proceeds received from the issuance of common stock under our ATM Facility of $1.1 million and from the exercise of warrants of $889,000, partially offset by the repayment of notes payable of $14,000.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates as previously disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We periodically conduct evaluations (pursuant to Rule 13a-15(b) of the Exchange Act), under the supervision and with the participation of management, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this report.
These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be a party to certain legal proceedings, incidental to the normal course of business. For information regarding legal proceedings in which we are involved, see Note 11, Contingencies, in our Notes to Condensed Financial Statements in Part I, Item I of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There have been no material changes to our risk factors set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026.
Item 5. Other Information
During the quarter ended March 31, 2026, none of our directors or officers adopted terminated
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | |||||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | |||||||
| 32.1 | Section 1350 Certification of Chief Executive Officer. | |||||||
| 32.2 | Section 1350 Certification of Chief Financial Officer. | |||||||
| 101.INS | Inline XBRL Instance Document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SENESTECH, INC. | ||||||||
Date: May 12, 2026 | By: | /s/ Michael Edell | ||||||
Michael Edell | ||||||||
| President and Chief Executive Officer | ||||||||
Date: May 12, 2026 | By: | /s/ Thomas C. Chesterman | ||||||
| Thomas C. Chesterman | ||||||||
| Executive Vice President, Chief Financial Officer, Treasurer and Secretary | ||||||||
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FAQ
How did SenesTech (SNES) perform financially in Q1 2026?
SenesTech generated revenue of $493,000 in Q1 2026, slightly above $485,000 a year earlier, with gross profit of $338,000 and a net loss of $2.06 million. Operating expenses rose, mainly from legal, severance, and professional fees.
What drove SenesTech’s revenue mix between Evolve and ContraPest in Q1 2026?
SenesTech’s Evolve line contributed $418,000, or 85%, of Q1 2026 revenue, up from 79% a year earlier, while ContraPest sales fell to $75,000. Growth in Evolve Rat and Evolve Mouse offset expected declines in ContraPest demand.
What is SenesTech’s cash position and runway as of March 31, 2026?
As of March 31, 2026, SenesTech held $6.8 million in cash, cash equivalents, and short-term investments. Management expects this, combined with anticipated revenue, to fund operations into the third quarter of 2027, assuming current commercialization and spending plans.
How much cash did SenesTech use in operations during Q1 2026?
Operating activities used $1.93 million of cash in Q1 2026. The outflow reflected a $2.06 million net loss, partially offset by non-cash expenses and working capital movements, including higher accrued expenses and lower accounts receivable, alongside increased inventory and prepaid items.
Did SenesTech raise additional equity capital in Q1 2026?
Yes. SenesTech issued 80,411 common shares under its at-the-market facility, generating $182,000 in gross proceeds and $173,000 net after costs. Approximately $7.3 million of capacity remained under this ATM program as of March 31, 2026.
What notable legal and leadership developments affected SenesTech in early 2026?
In March 2026, SenesTech settled its litigation with Liphatech Inc., with all claims dismissed and not subject to reinstatement. Effective May 6, 2026, Michael Edell became President and CEO, succeeding Joel Fruendt, who is entitled to severance and accelerated option vesting.