SenesTech CEO to retire; Board names interim chair

SenesTech, Inc. filed an amended report to add a missing conformed signature, and confirmed that President and Chief Executive Officer Joel L. Fruendt has notified the company he will retire from both his executive role and the Board.

Rhea-AI Filing Summary

SenesTech, Inc. filed an amended report to add a missing conformed signature, and confirmed that President and Chief Executive Officer Joel L. Fruendt has notified the company he will retire from both his executive role and the Board.

His retirement will be effective on the earlier of June 30, 2026, or the appointment of a successor CEO. Under a separation agreement, he will receive continued base salary through December 15, 2026, company-paid or reimbursed health insurance premiums through December 31, 2026, and accelerated vesting of his stock options, subject to his release of claims. The Board appointed Jamie Bechtel as Interim Executive Chair, with annual compensation of $247,500 for that role in addition to existing Board-related pay.

Insights

Corporate governance and compensation analyst

SenesTech discloses planned CEO retirement with structured transition and interim leadership.

The company states that CEO Joel L. Fruendt will retire from his roles, with effectiveness tied to the earlier of June 30, 2026 or the appointment of a successor. This signals a planned leadership transition rather than an abrupt departure.

The separation agreement provides continued base salary through December 15, 2026, health insurance premiums through December 31, 2026, and accelerated vesting of his stock options, conditioned on a release and waiver of claims. These terms are consistent with negotiated executive severance arrangements and add near-term compensation expense.

The Board’s appointment of Jamie Bechtel as Interim Executive Chair, with annual compensation of $247,500 for that role, concentrates leadership at the Board level during the search for a new CEO. Future disclosures in the company’s 2025 Form 10-K, which is expected to include the full separation agreement, may offer additional detail on covenants and obligations.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive leadership change did SenesTech (SNES) announce?

SenesTech announced that President and CEO Joel L. Fruendt will retire from the company and its Board. His retirement becomes effective on the earlier of June 30, 2026, or when a successor Chief Executive Officer is appointed, signaling an upcoming leadership transition.

When will SenesTech CEO Joel L. Fruendt’s retirement become effective?

Joel L. Fruendt’s retirement becomes effective on the earlier of June 30, 2026, or the date SenesTech appoints a successor CEO. This structure allows the company flexibility to complete a leadership search while providing a clear outer date for the transition.

What severance benefits will the outgoing SenesTech CEO receive?

Under a separation agreement, Joel L. Fruendt will receive continuation of base salary through December 15, 2026, company-paid or reimbursed health insurance premiums through December 31, 2026, and accelerated vesting of his stock options, contingent on providing an effective release and waiver of claims.

Who did SenesTech appoint as Interim Executive Chair and how will she be compensated?

SenesTech’s Board appointed Jamie Bechtel as Interim Executive Chair. For this role, she will receive $247,500 per year, in addition to any compensation she already receives as a member of the Board and its committees, reflecting added leadership responsibilities during the CEO transition.

Why did SenesTech file an amended Form 8-K/A in January 2026?

SenesTech filed the amended report solely to include a conformed signature that was inadvertently omitted from the original filing. The company states that, aside from adding this signature, the amendment does not change the substance of the previously filed current report.

Where will investors find the full SenesTech CEO separation agreement?

SenesTech indicates it intends to file the full text of Joel L. Fruendt’s separation agreement as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, providing investors with the detailed contractual terms.

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

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Accepted by SEC EDGAR 01/28/2026 - 05:26 PM Learn about SEC filing dates

false000168037800016803782026-01-282026-01-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2026

SenesTech, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37941

20-2079805

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

13430 North Dysart Road, Suite 105 Surprise, AZ						85379
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (928) 779-4143

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

SNES

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Explanatory Note

The Registrant hereby amends its Current Report on Form 8-K previously filed on January 28, 2026 (the “Original Form 8-K”) solely to include a conformed signature that was inadvertently omitted from the signature page. Except as described in this Explanatory Note, this Current Report on Form 8-K/A does not change the Original Form 8-K.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2026, Joel L. Fruendt, the President and Chief Executive Officer of SenesTech, Inc. (the “Company”), notified the Company that he will be retiring from the Company, including its Board of Directors (“Board”), effective upon the earlier of (i) June 30, 2026 and (ii) the date the Company appoints a successor Chief Executive Officer.

In connection with his retirement, the Company entered into a separation agreement with Mr. Fruendt (the “Separation Agreement”). Pursuant to the Separation Agreement, and subject to the Company’s receipt of an effective release and waiver of claims from him, 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.

On January 26, 2026, the Board appointed Jamie Bechtel as Interim Executive Chair of the Company. As compensation, Ms. Bechtel will receive $247,500 per year for her service as Interim Executive Chair of the Company, which is in addition to any other compensation she may receive as a member of the Board and any committees of the Board.

The foregoing description of the material terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which the Company intends to file with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

SIGNATURE

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 hereunto duly authorized.

Date: January 28, 2026			SENESTECH, INC.
			By:			/s/ Thomas C. Chesterman
						Thomas C. Chesterman
						Executive Vice President, Chief Financial Officer, Treasurer and Secretary