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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) |
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 |
