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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date
of earliest event reported): November 7, 2025
SenesTech, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-37941 |
|
20-2079805 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
13430 North Dysart Road, Suite 105
Surprise, Arizona 85379
(Address of principal executive offices) (Zip Code)
(928) 779-4143
(Registrant’s telephone number, including
area code)
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 (see
General Instruction A.2. below):
| ☐ | 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, Par Value $0.001 per Share |
|
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. ☐
Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2025, in connection with Michael
Edell’s previously announced appointment as our Interim Chief Operating Officer, we entered into an employment offer letter agreement
with Mr. Edell (the “Employment Agreement”) to serve as our Interim Chief Operating Officer, effective November
3, 2025 (the “Commencement Date”).
Under the terms of the Employment Agreement, Mr.
Edell will receive $30,000 per month, less applicable taxes and withholdings. Mr. Edell will be eligible to receive bonuses, subject to
the discretion and approval of our Board of Directors, for (i) Q4 of 2025 in an amount up to $25,000, and (ii) Q1 of 2026 in an amount
up to $30,000. No other forms of compensation, including additional bonuses, commissions, or equity awards, will be provided unless specifically
authorized in writing by us. Given the interim and at-will nature of Mr. Edell’s role, Mr. Edell will not be eligible for company-sponsored
benefits, including but not limited to health insurance, retirement plans, paid time off, or other fringe benefits, except as required
by California law.
During the term of the employment with us, Mr.
Edell will be restricted from competing with our business.
The Employment Agreement is effective as of the
Commencement Date and will continue for a period of six months thereafter, unless sooner terminated. Mr. Edell’s employment is strictly
at-will, however, we must provide Mr. Edell 60 days’ advance written notice (the “Notice Period”) for
a termination without Cause (as defined in the Employment Agreement). We may, in our sole discretion, choose to relieve Mr. Edell of his
duties for us immediately, but Mr. Edell will remain an employee and continue to be paid his regular salary during the Notice Period.
Mr. Edell may also terminate his employment for any reason upon 60 days’ advance written notice. Except as otherwise provided in
the Employment Agreement, Mr. Edell will not be entitled to, nor eligible for, any severance pay, separation pay, or any other post-termination
compensation.
The description of the Employment Agreement set
forth above does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
| Exhibits |
| |
| |
| 10.1 |
| Employment Offer Letter by and between SenesTech, Inc. and Michael Edell dated November 7, 2025 |
| |
| |
| 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto
duly authorized.
| |
SENESTECH, INC. |
| |
|
|
| Date: November 14, 2025 |
By: |
/s/ Thomas C. Chesterman |
| |
|
Thomas C. Chesterman |
| |
|
Executive Vice President, Chief Financial |
| |
|
Officer, Treasurer
and Secretary |
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