SenesTech (NASDAQ: SNES) boosts Evolve sales, higher margins but deeper loss
SenesTech, Inc. reports higher sales but continued losses for the quarter ended June 30, 2026. Revenues were $770,000, up from $625,000 a year earlier, driven mainly by Evolve fertility-control products, which contributed 86% of quarterly revenue and increasingly flow through e-commerce channels such as Amazon. Six‑month revenue reached $1.3 million.
Gross margin strengthened to 73.6% as the company shifted Amazon sales to direct management, capturing higher unit pricing while recording marketplace fees in operating expenses. Operating expenses rose to $2.4 million in the quarter, reflecting leadership succession costs, higher professional fees, and commercialization investments, leading to a net loss of $1.8 million for the quarter and $3.9 million year‑to‑date.
Cash and cash equivalents were $5.1 million, down from $7.6 million at year‑end, after using $3.6 million in operating cash during the first half. Management expects existing cash plus anticipated revenue to fund operations only through the end of the first quarter of fiscal 2027 and plans to grow revenue, manage expenses, and raise additional capital, including through its at‑the‑market equity facility with roughly $7.3 million of remaining capacity. A prior legal dispute with Liphatech was settled and dismissed. Significant outstanding stock options and warrants represent potential future dilution.
Positive
- None.
Negative
- None.
Filing Explained
Post-quarter ATM issuance added 120,116 common shares; 2,887,977 warrants and 1,218,724 options remain potential dilution for existing holders.
This unaudited quarterly report discloses a completed post-quarter issuance: since
Issuing new common shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes. The filing also lists
The warrant schedule identifies
Key Figures
Quarterly revenue: $770,000
Six-month revenue: $1,263,000
Q2 2026 net loss: $1,832,000
+5 more
8 metrics
Quarterly revenue
$770,000
Revenues, net for the three months ended June 30, 2026
Six-month revenue
$1,263,000
Revenues, net for the six months ended June 30, 2026
Q2 2026 net loss
$1,832,000
Net loss for the three months ended June 30, 2026
Six-month net loss
$3,895,000
Net loss for the six months ended June 30, 2026
Gross margin
73.6%
Gross profit margin for Q2 2026
Cash and cash equivalents
$5,080,000
Balance as of June 30, 2026
Accumulated deficit
$146.4 million
Accumulated deficit as of June 30, 2026
ATM facility remaining capacity
$7.3 million
Approximate capacity under the at-the-market offering as of June 30, 2026
Key Terms
at-the-market offering, minimum risk pesticide, going concern, stock-based compensation, +1 more
5 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 EPA’s minimum risk pesticide conditions under Section 25(b)"
going concern financial
"management evaluated our ability to continue as a going concern in accordance with ASC 205-40"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
stock-based compensation financial
"The 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.
operating lease liability financial
"Current portion of operating lease liability | 146 | 139"
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.
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FAQ
How did SenesTech (SNES) perform financially in Q2 2026?
SenesTech generated $770,000 in Q2 2026 revenue, up from $625,000 in Q2 2025, and posted a net loss of $1.8 million. For the first half of 2026, revenue reached $1.3 million with a net loss of $3.9 million.
What is SenesTech (SNES)’s cash position and runway as of June 30, 2026?
SenesTech held $5.1 million in cash and cash equivalents at June 30, 2026. Management expects this, together with anticipated revenue, to fund operations only through the end of the first quarter of fiscal 2027, absent additional financing.
How important are Evolve products to SenesTech (SNES)’s revenue mix?
Evolve products accounted for 86% of Q2 2026 revenue and 85% of revenue for the first half of 2026. This compares with 83% and 81% in the prior‑year periods, showing a continued shift toward Evolve within SenesTech’s product mix.
What role does e-commerce play in SenesTech (SNES)’s sales?
E-commerce channels produced $511,000, or 66%, of Q2 2026 revenue, versus 27% a year earlier. For the first half of 2026, e-commerce contributed $689,000, 55% of revenue, reflecting the company’s focus on Amazon and direct‑to‑consumer sales.
What are the main profitability and expense trends for SenesTech (SNES)?
Q2 2026 gross margin improved to 73.6%, but operating expenses climbed to $2.4 million, up 20% year over year. Spending increases reflect leadership succession, legal and professional fees, and commercialization investments, contributing to the higher net loss.
How much potential dilution faces SenesTech (SNES) shareholders?
As of June 30, 2026, SenesTech had 1,218,724 stock options and 2,887,977 common stock warrants outstanding, all anti‑dilutive in current loss calculations. The company also maintains an at‑the‑market equity facility with roughly $7.3 million of remaining capacity.
Was there any significant legal development for SenesTech (SNES) in 2026?
A legal dispute with Liphatech initiated in 2024 was settled in March 2026. All litigation related to this matter has been dismissed and cannot be reinstated, removing that particular case from SenesTech’s outstanding legal contingencies.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 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 August 4, 2026: 5,423,542
Table of Contents
SENESTECH, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 | 15 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24 | ||||||
Item 4. | Controls and Procedures | 24 | ||||||
PART II — OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 25 | ||||||
Item 1A. | Risk Factors | 25 | ||||||
Item 5. | Other Information | 25 | ||||||
Item 6. | Exhibits | 25 | ||||||
SIGNATURES | 26 | |||||||
Table of Contents
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
SENESTECH, INC.
CONDENSED BALANCE SHEETS
(In thousands, except shares and per share data)
| June 30, 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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 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)
| Six Months Ended June 30, | |||||||||||
| 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 | $ | $ | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Operating lease entered into for right-to-use asset | $ | $ | |||||||||
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 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, under the brand family Rodent Birth ControlTM.
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 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 formulated using acceptable food-based ingredients that are exempt from the requirement of a tolerance under the Federal Food, Drug, and Cosmetic Act (“FFDCA”), supporting its use 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 47 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 not generated sufficient revenue to date from product sales to cover operating expenses and have primarily funded our operations through the sale of equity securities, including common stock and warrants to purchase common stock. As of June 30, 2026, we had an accumulated deficit of $146.4 million and cash and cash equivalents of $5.1 million.
Our ultimate, long-term success depends upon the outcome of a combination of factors, including the following: (i) successful commercialization of our fertility control products and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of our 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 our cash and cash equivalents at June 30, 2026, in combination with anticipated revenue, will be sufficient to fund our current operations through the end of the first quarter of fiscal 2027. Because that period is less than one year from the date these financial statements are issued, management evaluated our ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements—Going Concern. Management's plans include growing revenue, managing operating expenses, and raising additional capital, including through sales of equity securities under our ATM Facility, and management believes these plans alleviate the substantial doubt that would otherwise exist regarding the Company’s ability to continue as a going concern. 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 will be needed in order to fund our operating losses before achieving our revenue and margin targets and becoming profitable and generating positive cash flows. 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 our commercialization and development efforts, sell certain assets, or discontinue operations, or we may be required to take other measures that could impair our ability to be successful and operate as a going concern.
Condensed Financial Statements
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments require additional disclosures in the notes to the financial statements that disaggregate certain expense captions presented on the face of the income statement. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.
The Company is currently evaluating the disclosure requirements of the new guidance and any related changes to its financial reporting processes. Because the amendments affect disclosure only, the Company does not expect adoption of ASU 2024-03 to have a material impact on its financial position, results of operations, or cash flows, although adoption is expected to result in additional disclosures in the notes to its financial statements.
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 $42,000 and $34,000 for the three months ended June 30, 2026 and 2025, respectively, and $65,000 and $57,000 for the six months ended June 30, 2026 and 2025, respectively.
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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 $4.9 million and $7.1 million as of June 30, 2026 and December 31, 2025, respectively, included within cash and cash equivalents in the condensed balance sheets.
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):
| June 30, 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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 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):
| June 30, 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):
| June 30, 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):
| June 30, 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):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Compensation and related benefits | $ | $ | |||||||||
| Legal and consulting professional services | |||||||||||
| Product warranty and other | |||||||||||
| 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 June 30, 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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 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 June 30, 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 June 9, 2026, when our stockholders approved an increase to the total number of authorized shares to 1,407,071 shares. As of June 30, 2026, we have 189,120 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 (the “Board”) approved the grant of stock options to purchase up to 420,000 shares of common stock to the Board members pursuant to a proposed amendment to the 2018 Plan (the “Contingent Stock Options”). The Board approved an amendment to the 2018 Plan, which was 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. In May 2026, prior to the 2026 annual meeting of stockholders, the Contingent Stock Options were voluntarily forfeited by each recipient.
The terms of the cancelled Contingent Stock Options included an exercise price of $4.05 per share, vesting in four equal installments of 25 % on each of January 15, 2026, April 15, 2026, July 15, 2026, and October 15, 2026, and a contractual term expiring October 15, 2035. The grants were contingent upon stockholder approval of the amended 2018 Plan by October 15, 2026. If such approval was not obtained by that date, the Contingent Stock Options would be rescinded, terminated, and deemed void ab initio, as if the grant had never occurred.
Because a grant date, as defined in ASC 718, Compensation—Stock Compensation, would not have occurred unless and until the stockholders approved the amendment to the 2018 Plan, and because each recipient voluntarily forfeited the Contingent Stock Options, which were immediately canceled by the Company prior to the stockholder vote, no grant date was established and, accordingly, no stock-based compensation expense was recognized with respect to these awards.
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) | ||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | ||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Exercised | — | |||||||||||||||||||||||||
| Forfeited | ( | — | ||||||||||||||||||||||||
| Expired | ( | — | ||||||||||||||||||||||||
| Outstanding as of June 30, 2026 | (1) | |||||||||||||||||||||||||
| Exercisable as of June 30, 2026 | ||||||||||||||||||||||||||
(1) Includes options related to 603 shares that are inducement awards and not granted under the 2018 Plan.
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The weighted average grant date fair value of options granted during the three- and six-month periods ended June 30, 2026 was $1.38 per share based on the following assumptions used in the Black-Scholes option pricing model:
| Expected volatility | % | ||||
| Expected dividend yield | |||||
| Expected term (in years) | |||||
| Risk-free interest rate | % | ||||
The expected volatility assumption is based on the calculated volatility of our common stock at the date of grant based on historical prices over the most recent period commensurate with the term of the award. The expected dividend yield assumption is based on our history and expected dividend payouts: we have not paid, and do not expect to pay dividends. The expected term assumption is calculated based on the mid-point between the vesting date and the end of the contractual term according to the simplified method as described in SEC Staff Accounting Bulletin 110 because we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The risk-free interest rate assumption is determined using the U.S. treasury yields for bonds with a maturity commensurate with the term of the award.
The stock-based compensation expense was recorded as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 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 June 30, 2026, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $1.4 million, which will be recognized over a weighted average period of 1.7 years, assuming the service period required for vesting is met.
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NOTE 6: STOCKHOLDERS’ EQUITY
Activity in equity during the three- and six-month periods ended June 30, 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 | ( | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balances as of June 30, 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 | ( | |||||||||||||||||||||||||||||||
| 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 June 30, 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 six months ended June 30, 2026, we have 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 June 30, 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 June 30, 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 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 June 30, 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, including any prefunded warrants and shares held in abeyance from the date of issuance. Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding used in the basic loss per share calculation, adjusted for the effect of potentially dilutive securities outstanding during the period, as determined using the treasury stock method, if dilutive.
For all periods presented, the Company incurred net losses. As a result, all potentially dilutive securities, including stock options and warrants, were excluded from the computation of diluted loss per share because their inclusion would have been anti-dilutive. Accordingly, basic and diluted loss per share were the same for each period presented.
The following potentially dilutive securities outstanding were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive:
| June 30, | |||||||||||||||||||||||
| 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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Amazon | % | % | % | % | |||||||||||||||||||
| Customer A | |||||||||||||||||||||||
Amazon’s concentration reflects the Company’s sales through Amazon’s marketplace, where Amazon serves as the settlement counterparty for a large volume of individual consumer transactions. Accordingly, this concentration does not reflect dependence on a single end customer but rather the aggregation of numerous consumer purchases.
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The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Amazon | % | % | |||||||||
| Customer B | |||||||||||
| Customer C | |||||||||||
While Amazon represented approximately 56 % of accounts receivable at June 30, 2026, the Company believes the related credit risk is limited. Amounts due from Amazon arise from a high volume of direct-to-consumer transactions that are settled under Amazon’s standard payment terms, with collections occurring on a frequent and predictable basis. As a result, the quarter-end receivable balance primarily reflects the timing of routine settlement activity rather than extended customer credit exposure. Accordingly, management does not believe the increased concentration results in a material increase in collection risk.
Although increased sales through Amazon increase the concentration of accounts receivable at period end, management believes the related collection risk is limited due to Amazon’s established settlement process. The Company continues to diversify its revenue through its own direct-to-consumer website, distributor relationships, and other sales channels and therefore does not believe the quarter-end receivable concentration is indicative of undue customer credit risk.
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 and six month periods ended June 30, 2026, consulting fees of $25,000 and $42,000 , respectively, were incurred in connection with services provided by Hustle and Flower LLC, of which a member of our Board serves as chief executive officer. Such services were reviewed and approved by the Audit Committee pursuant to its charter and the Company’s related party transaction policy as applicable. There were no
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 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
Since June 30, 2026, we have issued 120,116 shares of common stock pursuant to the ATM Facility for gross proceeds of $182,000 .
We have evaluated subsequent events from the balance sheet date through August 5, 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 discussion should be read in conjunction with our condensed financial statements and related notes included in this Quarterly Report of Form 10-Q, as well as 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:
•our commercialization strategy, and its related priorities and anticipated benefits;
•the benefits expected from our assessment and implementation services;
•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;
•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 estimates or expectations related to our revenue, cash flow, expenses, capital requirements and need for additional financing; and
•our future 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
Over the past year, SenesTech has transformed from a research-focused organization into a revenue-driven company with a strategy focused on the commercialization of its proprietary pest management technologies for managing animal pest populations through fertility control. Our current product offerings are focused on rat and mouse population management and consist of Evolve Rat, Evolve Mouse (collectively, “Evolve”), and ContraPest.
Our strategy is centered on three priorities: (i) strengthening our e-commerce business to build the Evolve brand, educate the market, and establish credibility for a new category of pest management products; (ii) expanding our direct business-to-business (“B2B”) operations through a professional sales organization focused on targeted vertical markets for both Evolve and ContraPest; and (iii) increasing our market opportunity through strategic partnerships, new products, and value-added services.
During the quarter ended June 30, 2026, we continued to make meaningful progress executing this strategy. We completed the transition of our Amazon and Shopify operations to our direct management, improved gross margins, increased the contribution of Evolve to overall revenue, and continued to expand our commercial infrastructure across multiple sales
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channels. We believe these operational milestones demonstrate continued execution against our commercialization strategy and position the Company for potential future growth.
We initially prioritized our e-commerce business by bringing our Amazon and Shopify operations under direct management, providing greater control over pricing, merchandising, customer relationships, and the overall customer experience. We believe these capabilities not only improve margins but also generate valuable customer insights, strengthen brand loyalty, and enhance our ability to drive recurring revenue through subscriptions and repeat purchases. As consumer awareness and adoption continue to grow, we believe our expanding base of customer reviews, subscriptions, and brand recognition will also support broader commercial adoption of our products.
Building on this foundation, we are expanding our B2B business with a disciplined, vertical-market sales strategy targeting opportunities across commercial, government, pest management, agribusiness, retail, ecommerce, zoo and sanctuary, and international markets. Our ongoing commercialization investments—including expanding our professional sales organization, developing industry-specific sales materials, and creating value propositions and return-on-investment models—are designed to accelerate customer acquisition, deepen customer relationships, and support revenue growth across multiple end markets. These investments are distinct from one-time transition and leadership-related costs incurred during the year and reflect our long-term commitment to building a scalable commercial organization.
In addition to product sales, we are developing assessment and implementation services that leverage proprietary AI technology, field data, and professional expertise to help B2B customers evaluate pest populations, optimize product deployment, and measure treatment effectiveness. We believe these value-added services create incremental revenue opportunities, strengthen customer relationships, and further differentiate SenesTech in the marketplace by expanding our role beyond product sales to become a strategic pest management partner.
Management evaluates the progress of our commercialization strategy using several operating and financial indicators that we believe reflect the development of a scalable commercial business. These include growth in Evolve revenue, the mix of revenue generated through our direct-to-consumer channel, gross margin performance, repeat purchases and subscription activity, expansion of customer relationships across targeted commercial and government verticals, and adoption of our products and services by new customers. While these indicators may fluctuate from period to period, management believes that sustained improvement across these measures will lead to increasing market acceptance of our products and demonstrate continued execution of our commercialization strategy.
We believe our integrated strategy of building consumer awareness, expanding commercial sales, and offering differentiated products and services positions the Company for sustainable long-term growth. The operational progress achieved during the quarter, combined with our continued commercialization investments, reinforces our confidence that we are executing our strategy as planned while creating opportunities for future revenue growth and margin expansion.
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Results of Operations
The following table summarizes our results of operations for the periods presented (in thousands):
| Three Months Ended June 30, | % Increase (Decrease) | Six Months Ended June 30, | % Increase (Decrease) | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Revenues, net | $ | 770 | $ | 625 | 23 | % | $ | 1,263 | $ | 1,110 | 14 | % | |||||||||||||||||||||||
| Cost of sales | 203 | 216 | (6) | % | 358 | 388 | (8) | % | |||||||||||||||||||||||||||
| Gross profit | 567 | 409 | 39 | % | 905 | 722 | 25 | % | |||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Research and development | 377 | 427 | (12) | % | 799 | 845 | (5) | % | |||||||||||||||||||||||||||
| Selling, general and administrative | 2,052 | 1,596 | 29 | % | 4,087 | 3,154 | 30 | % | |||||||||||||||||||||||||||
| Total operating expenses | 2,429 | 2,023 | 20 | % | 4,886 | 3,999 | 22 | % | |||||||||||||||||||||||||||
| Loss from operations | (1,862) | (1,614) | 15 | % | (3,981) | (3,277) | 21 | % | |||||||||||||||||||||||||||
| Interest income (expense), net | 30 | (2) | * | 86 | (4) | * | |||||||||||||||||||||||||||||
| Net loss | $ | (1,832) | $ | (1,616) | 13 | % | $ | (3,895) | $ | (3,281) | 19 | % | |||||||||||||||||||||||
* Not applicable. | |||||||||||||||||||||||||||||||||||
Revenues
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| By product line: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Evolve | $ | 662 | 86 | % | $ | 520 | 83 | % | $ | 142 | 27 | % | $ | 1,079 | 85 | % | $ | 903 | 81 | % | $ | 176 | 19 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| ContraPest | 108 | 14 | % | 105 | 17 | % | 3 | 3 | % | 184 | 15 | % | 207 | 19 | % | (23) | (11) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 770 | 100 | % | $ | 625 | 100 | % | $ | 145 | 23 | % | $ | 1,263 | 100 | % | $ | 1,110 | 100 | % | $ | 153 | 14 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
| By sales channel: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| E-commerce | $ | 511 | 66 | % | $ | 167 | 27 | % | $ | 344 | 206 | % | $ | 689 | 55 | % | $ | 304 | 27 | % | $ | 385 | 127 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| B2B | 259 | 34 | % | 458 | 73 | % | (199) | (43) | % | 574 | 45 | % | 806 | 73 | % | (232) | (29) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 770 | 100 | % | $ | 625 | 100 | % | $ | 145 | 23 | % | $ | 1,263 | 100 | % | $ | 1,110 | 100 | % | $ | 153 | 14 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
Sales, net of sales discounts and promotions, were $770,000 for the second quarter of 2026, compared to $625,000 for the second quarter of 2025. The $145,000 increase was primarily driven by higher sales of our Evolve product offerings, reflecting continued growth in our e-commerce sales channels. Evolve represented approximately 86% of second quarter 2026 revenues, compared to 83% in the second quarter of 2025, reflecting the continued shift in our product mix toward Evolve and, correspondingly, a greater proportion of revenues generated through our e-commerce sales channel.
Sales, net of sales discounts and promotions, were $1.3 million for the six months ended June 30, 2026, compared to $1.1 million for the same period of 2025. The $153,000 increase was primarily driven by higher sales volume of Evolve, supported by continued growth in our e-commerce sales channel. Evolve represented approximately 85% of revenues for the six months ended June 30, 2026, compared to 81% in the same period of 2025, reflecting the continued shift in our product mix toward Evolve. The increase in Evolve sales was partially offset by lower ContraPest sales, which primarily occur through our B2B sales channel, resulting in an overall shift in our revenue mix toward e-commerce during the period. B2B sales were also impacted by personnel turnover within our sales and marketing organizations during the first half of 2026. With the transition complete, we expect an increase in B2B sales, including increased ContraPest sales.
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Cost of Sales
Cost of sales consists of costs related to products sold, including scrap and any reserves for obsolescence, as well as shipping costs when charged to the customer. Cost of sales was $203,000, or 26.4% of net sales, for the second quarter of 2026, compared to $216,000, or 34.6%, for the second quarter of 2025. Cost of sales was $358,000, or 28.3% of net sales, for the six months ended June 30, 2026, compared to $388,000, or 35.0%, for the same period of 2025.
Gross Profit
Gross profit for the second quarter of 2026 was $567,000, representing a margin of 73.6%, compared to $409,000, or 65.4%, in the second quarter of 2025. Gross profit improved primarily as a result of the transition to selling directly on Amazon, which began in February 2026 and was completed during the second quarter. Selling directly allows the Company to realize a higher selling price per unit than under the prior third-party distributor arrangement, and the resulting increase in gross profit more than offsets the marketplace fees, commissions and other operating costs now recorded in selling, general and administrative expenses.
Gross profit for the six months ended June 30, 2026 was $905,000, representing a margin of 71.7%, compared to $722,000, or 65.0%, for the same period of 2025. The improvement reflects the same factors affecting the quarterly comparison and demonstrates continued progress in the execution of our commercialization strategy.
Research and Development Expenses
Research and development expenses consisted of the following (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Personnel related (including stock-based compensation) | $ | 206 | $ | 219 | $ | (13) | (6) | % | $ | 462 | $ | 472 | $ | (10) | (2) | % | |||||||||||||||||||||||||||||||
| Facility-related | 105 | 131 | (26) | (20) | % | 206 | 206 | — | — | % | |||||||||||||||||||||||||||||||||||||
| Depreciation | 30 | 29 | 1 | 3 | % | 60 | 61 | (1) | (2) | % | |||||||||||||||||||||||||||||||||||||
| Supplies and maintenance | 16 | 22 | (6) | (27) | % | 34 | 42 | (8) | (19) | % | |||||||||||||||||||||||||||||||||||||
| Other | 20 | 26 | (6) | (23) | % | 37 | 64 | (27) | (42) | % | |||||||||||||||||||||||||||||||||||||
| Total | $ | 377 | $ | 427 | $ | (50) | (12) | % | $ | 799 | $ | 845 | $ | (46) | (5) | % | |||||||||||||||||||||||||||||||
Research and development expenses were $377,000 for the second quarter of 2026, compared to $427,000 for the second quarter of 2025, representing a decrease of $50,000. Research and development expenses were $799,000 for the six months ended June 30, 2026, compared to $845,000 during the same period of 2025, representing a decrease of $46,000.
The quarterly decrease was primarily attributable to higher facility-related expenses incurred during the second quarter of 2025 in connection with our April 2025 relocation to a new manufacturing site. During the transition, we incurred costs associated with operating both the former and new facilities concurrently.
For the six months ended June 30, 2026, the decrease was primarily due to lower other and personnel-related costs, reflecting the benefits of the Company’s ongoing cost-containment efforts. Facility-related expenses were comparable to the prior year period, as higher facility costs incurred in 2026 were offset by incremental costs incurred in 2025 related to the transition in manufacturing facilities.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses consisted of the following (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Personnel related (including stock-based compensation) | $ | 902 | $ | 614 | $ | 288 | 47 | % | $ | 1,779 | $ | 1,326 | $ | 453 | 34 | % | |||||||||||||||||||||||||||||||
| Professional fees | 777 | 512 | 265 | 52 | % | 1,600 | 942 | 658 | 70 | % | |||||||||||||||||||||||||||||||||||||
| Marketing | 55 | 64 | (9) | (14) | % | 111 | 128 | (17) | (13) | % | |||||||||||||||||||||||||||||||||||||
| Insurance | 52 | 47 | 5 | 11 | % | 107 | 97 | 10 | 10 | % | |||||||||||||||||||||||||||||||||||||
| Licensed software | 50 | 45 | 5 | 11 | % | 101 | 96 | 5 | 5 | % | |||||||||||||||||||||||||||||||||||||
| Retailer and third party fees and commissions | 76 | — | 76 | * | 76 | — | 76 | * | |||||||||||||||||||||||||||||||||||||||
| Travel and entertainment | 14 | 32 | (18) | (56) | % | 61 | 94 | (33) | (35) | % | |||||||||||||||||||||||||||||||||||||
| Franchise fees | 42 | 146 | (104) | (71) | % | 42 | 146 | (104) | (71) | % | |||||||||||||||||||||||||||||||||||||
| Other | 84 | 136 | (52) | (38) | % | 210 | 325 | (115) | (35) | % | |||||||||||||||||||||||||||||||||||||
| Total | $ | 2,052 | $ | 1,596 | $ | 456 | 29 | % | $ | 4,087 | $ | 3,154 | $ | 933 | 30 | % | |||||||||||||||||||||||||||||||
* - Not applicable. | |||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses were $2.1 million for the second quarter of 2026, compared to $1.6 million for the second quarter of 2025, representing an increase of $456,000.
The overall increase in selling, general and administrative expenses for the quarter reflects a combination of non-recurring leadership succession costs, strategic investments in sales and marketing initiatives, and transitional and incremental costs associated with bringing the Company’s Amazon business in-house. Leadership succession costs totaling approximately $303,000 are not expected to recur, while the consulting and transition-related costs are expected to moderate as the Company reduces reliance on consultants that supported personnel transitions within the sales and marketing organizations and the completion of strategic initiatives.
Personnel-related costs increased primarily due to leadership succession activities and included $273,000 of severance costs, which are not expected to recur.
Professional fees increased by $265,000, including $122,000 of higher board compensation resulting from an increase in the number of Board members and changes in director compensation rates, responsibilities, and committee assignments, and $30,000 of executive search expenses associated with leadership succession. Consulting fees also increased approximately $118,000 to support the sales and marketing organizations during personnel transitions and to advance strategic sales and marketing initiatives, including product packaging redesign, marketing strategy development, and the transition to direct sales on Amazon. As the personnel transitions within the sales and marketing organizations and these strategic initiatives have largely been completed, we expect consulting costs to moderate in the coming quarters.
We also incurred approximately $76,000 of incremental operating costs associated with bringing third-party marketplace management, including Amazon, in-house. These costs, which were not incurred in the prior-year period, primarily reflect the economics of selling directly on Amazon rather than through a third-party distributor. Selling directly enables the Company to realize a higher selling price and a higher gross profit per unit, which more than offsets the marketplace fees, commissions and other operating costs the Company now bears directly. The transition to direct management of our Amazon business, which began in February 2026 and was completed during the second quarter, provides greater control over pricing, merchandising, customer relationships and the overall customer experience while positioning the Company to sustain healthy margins, strengthen customer engagement, and capture valuable customer insights that support future revenue growth.
These increases were partially offset by lower franchise fees and other operating costs resulting from our ongoing cost-containment efforts.
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Selling, general and administrative expenses were $4.1 million for the six months ended June 30, 2026, compared to $3.2 million for the same period of 2025, representing an increase of $933,000.
The overall increase in selling, general and administrative expenses for the six-month period reflects a combination of non-recurring leadership succession costs, legal-related costs, strategic investments in sales and marketing initiatives, and transitional and incremental costs associated with bringing our Amazon business in-house. Leadership succession costs and legal costs related to a specific matter and transition totaling approximately $780,000 are not expected to recur, while the consulting and transition-related costs are expected to moderate as the Company reduces reliance on consultants that supported personnel transitions within the sales and marketing organizations and the completion of strategic initiatives.
Personnel-related costs increased primarily due to leadership succession activities and included $503,000 of severance costs, which are not expected to recur.
Professional fees increased by $658,000, including $241,000 of higher legal fees driven by the settlement of a specific legal matter and succession and transition activity, $201,000 of higher board compensation resulting from an increase in the number of Board members and changes in director compensation rates, responsibilities, and committee assignments, and $60,000 of executive search expenses associated with leadership succession. Consulting fees also increased approximately $146,000 to support the sales and marketing organizations during personnel transitions and to advance strategic sales and marketing initiatives, including product packaging redesign, marketing strategy development, and the transition to direct sales on Amazon. As the personnel transitions within the sales and marketing organizations and these strategic initiatives have largely been completed, we expect consulting costs to moderate in the coming quarters.
We also incurred approximately $76,000 of incremental operating costs associated with bringing third-party marketplace management, including Amazon, in-house, as discussed above.
These increases were partially offset by lower franchise fees and other operating costs resulting from our ongoing cost-containment efforts.
Interest Income (Expense), Net
For the second quarter of 2026, interest income, net was $30,000, consisting of $35,000 in interest income and $5,000 in interest expense. This compares to interest expense, net of $2,000 in the second quarter of 2025, consisting of $6,000 in interest expense and $4,000 in interest income. 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.
For the six months ended June 30, 2026, interest income, net was $86,000, consisting of $95,000 in interest income and $9,000 in interest expense. This compares to interest expense, net of $4,000, consisting of $11,000 in interest expense and $7,000 in interest income. 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 $3.9 million for the six months ended June 30, 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 June 30, 2026, we received net proceeds of $117.2 million primarily from the sales of our equity securities, including warrant exercises, an aggregate of $9.0 million in product sales and an aggregate of $1.7 million from licensing fees. As of June 30, 2026, cash and cash equivalents were $5.1 million, compared to cash and cash equivalents and short-term investments of $8.6 million as of December 31, 2025.
Based on our current operating plan, we believe that our cash and cash equivalents as of June 30, 2026, together with current revenues and operating expense levels, will be sufficient to fund our operations through the end of the first quarter
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of fiscal 2027. This estimate assumes no material changes in working capital requirements. Increased revenues, reduced operating expenses, or additional financing, if obtained, would further extend our cash runway.
Our projected cash runway does not assume the receipt of additional capital from equity issuances, debt financings, strategic partnerships, or other external sources. 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 will be needed in order to fund our operating losses before achieving our revenue and margin targets and becoming profitable and generating positive cash flows. 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 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. If equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate our commercialization and development efforts, sell certain assets, or discontinue operations, or we may be required to take other measures that could impair our ability to be successful and operate as a going concern. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest could be diluted and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends and may be secured by all or a portion of our assets. If we fail to obtain additional capital as and when required, such failure could have a material impact on our business, results of operations and financial condition.
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;
•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 will need additional financing to fund these continuing and additional expenses.
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Capital Resources
The following table summarizes our sources and uses of cash for each of the periods presented (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash and cash equivalents, beginning of period | $ | 7,575 | $ | 1,307 | |||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | (3,638) | (2,707) | |||||||||
| Investing activities | 1,000 | (83) | |||||||||
| Financing activities | 143 | 7,538 | |||||||||
| Increase (decrease) in cash and cash equivalents | (2,495) | 4,748 | |||||||||
| Cash and cash equivalents, end of period | $ | 5,080 | $ | 6,055 | |||||||
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 six months ended June 30, 2026, operating activities used $3.6 million of cash, resulting from our net loss of $3.9 million and net changes in our operating assets and liabilities of $19,000, partially offset by net non-cash charges of $276,000, consisting primarily of stock-based compensation and depreciation and amortization. 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 used by changes in our operating assets and liabilities consisted of increases in accounts receivable of $160,000 and prepaid expenses of $76,000 and a decrease in deferred revenue of $20,000, partially offset by an increase in accounts payable and accrued expenses of $212,000 and decrease in inventory of $25,000.
During the six months ended June 30, 2025, operating activities used $2.7 million of cash, resulting from our net loss of $3.3 million, partially offset by non-cash charges of $299,000 and net changes in our operating assets and liabilities of $275,000, 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 efforts to commercialize our products, combined with costs related to our research and development efforts. Net cash provided by changes in our operating assets and liabilities consisted primarily of a net increase in accounts payable and accrued expenses of $194,000 combined with decreases in prepaid expenses of $139,000 and inventory of $83,000, partially offset by an increase in accounts receivable of $141,000.
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 six months ended June 30, 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 $83,000 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 six months ended June 30, 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 $30,000. During the six months ended June 30, 2025, net cash provided by financing activities consisted of net proceeds received from the exercise of warrants of $4.9 million and from the issuance of common stock under our ATM Facility of $2.7 million, partially offset by the repayment of notes payable of $28,000.
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.
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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.
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 June 30, 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: August 5, 2026 | By: | /s/ Michael Edell | ||||||
Michael Edell | ||||||||
| President and Chief Executive Officer | ||||||||
Date: August 5, 2026 | By: | /s/ Thomas C. Chesterman | ||||||
| Thomas C. Chesterman | ||||||||
| Executive Vice President, Chief Financial Officer, Treasurer and Secretary | ||||||||
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