[8-K] SenesTech, Inc. Reports Material Event

Rhea-AI Filing Summary

Deutsche Bank AG is offering $3.0 million of 5.00% Fixed-Rate Callable Senior Debt Funding Notes maturing on 29 June 2029. The notes are issued at 100% of principal (minimum 99.65% for certain institutional or fee-based accounts) in minimum denominations of $1,000. Interest is paid annually in arrears each 30 June, calculated on a 30/360 basis. The bank may, at its sole discretion and subject to regulatory approval, redeem the notes at par in whole (not in part) on any semi-annual Optional Redemption Date beginning 30 June 2026 and ending 30 December 2028.

The securities are unsecured, unsubordinated senior preferred obligations intended to qualify as eligible liabilities for the EU Minimum Requirement for Own Funds and Eligible Liabilities (MREL). They are not FDIC-insured and carry typical Deutsche Bank credit risk. As bail-in eligible instruments, holders explicitly consent to possible Resolution Measures under EU/ German banking law, including write-down to zero or conversion into equity should the Single Resolution Board deem the bank non-viable.

Key economics

• Issue/Settlement dates: 26 June 2025 / 30 June 2025
• Principal amount: $3,000,000
• Gross proceeds to issuer: $2,994,000 after 0.35% maximum selling concession ($3.50 per note)
• CUSIP/ISIN: 25161FJF6 / US25161FJF62
• No stock-exchange listing; book-entry only via DTC

Primary risks include issuer credit risk, discretionary early redemption, interest-rate reinvestment risk if called, and potential bail-in loss under EU resolution rules. The small size and standard terms make the issuance largely immaterial to Deutsche Bank’s capital structure, but investors should assess whether the 5% fixed coupon adequately compensates for the credit and structural risks.

Positive

• 5.00% fixed coupon offers a moderate spread over comparable 4-year USD benchmarks.
• MREL-eligible status marginally supports Deutsche Bank’s resolution buffer.
• Senior preferred ranking sits above subordinated debt, providing better recovery prospects than capital instruments.

Negative

• Issuer call option from year 1 caps potential upside and introduces reinvestment risk.
• Bail-in/Resolution Measure provisions allow write-down or conversion, elevating structural risk versus traditional senior bonds.
• Unsecured exposure to Deutsche Bank credit without FDIC or other guarantee.
• Illiquidity risk due to small $3 million issue size and no exchange listing.

Insights

Fixed Income Analyst

TL;DR: 5% coupon attractive versus USD swaps, but call option and bail-in clause limit upside.

The 5.00% coupon is roughly 170-190 bp wide of the USD 4-year swap rate (as of late-June 2025), offering reasonable spread for a senior preferred Deutsche Bank exposure. However, the issuer-friendly call commencing in 12 months reduces the yield-to-worst to par call dates, translating to a yield just above 5% if redeemed early. Because the issue is small, secondary liquidity will likely be limited. Credit-wise, Deutsche Bank’s senior preferred debt is rated Baa2/BBB/A-, so the spread is broadly in line with comps. Yet, the BRRD bail-in language means these notes rank ahead of tier-2 but can still be written down or converted, adding non-negligible tail risk. Overall, risk-adjusted return is fair but not exceptional; investors seeking higher certainty of carry may prefer non-call structures.

Bank Capital & Regulation Specialist

TL;DR: MREL-eligible issuance modestly strengthens Deutsche Bank’s loss-absorbing stack; negligible balance-sheet impact.

Because the notes qualify as eligible liabilities under EU MREL rules, they incrementally enhance Deutsche Bank’s resolution buffer with senior preferred paper that can be bailed in ahead of senior unsecured deposits. The $3 million size, however, is de-minimis relative to Deutsche Bank’s €1.3 trillion balance sheet and will not materially affect capital ratios. Regulatory call permissions underscore ongoing supervisory scrutiny. For portfolio managers, the filing signals continued optimization of the funding stack rather than a meaningful change in funding conditions.

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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): June 30, 2025

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, Arizona		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. ☐

Item 8.01 Other Events.

On June 30, 2025, we filed a prospectus supplement (the “Prospectus Supplement”) to register an additional $711,227 of shares (the “Shares”) of our common stock, par value $0.001 per share (“Common Stock”), issuable pursuant to the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC (the “Sales Agent”), dated June 20, 2024 (the “Sales Agreement”). Prior to the date hereof, we have sold an aggregate of $2,854,827.84 shares of our Common Stock through the Sales Agent under the Sales Agreement. An opinion regarding the legality of the Shares issuable under the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibits
5.1		Legal Opinion of Greenberg Traurig, LLP
23.1		Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: June 30, 2025	SENESTECH, INC.
	By:	/s/ Thomas C. Chesterman
		Thomas C. Chesterman
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary

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FAQ

What interest rate do Deutsche Bank (DB) 2029 callable notes pay?

The notes pay a fixed 5.00% per annum, with interest paid annually on 30 June.

When can Deutsche Bank redeem the 5% senior notes?

Deutsche Bank may call the notes at par on any 30 June or 30 December from 30 June 2026 through 30 December 2028.

Are the DB 5% notes subject to bail-in risk?

Yes. Under EU resolution law, the notes can be written down or converted if Deutsche Bank is deemed non-viable.

What is the minimum investment denomination for the Deutsche Bank 2029 notes?

Notes are issued in $1,000 principal and integral multiples thereof.

Will the 5% Deutsche Bank notes be listed on an exchange?

No. The notes are unlisted and will trade book-entry only through DTC.

How much commission does Deutsche Bank Securities receive on this offering?

Up to $3.50 per note (0.35%), with total maximum commissions of $6,000 on the $3 million issue.