[D] SenesTech, Inc. SEC Filing

Rhea-AI Filing Summary

SenesTech, Inc. (a Delaware corporation with principal place in Surprise, Arizona) filed a Form D disclosing a Regulation D private offering of common stock warrants that raised an aggregate of $273,539. The filing reports the total amount sold as $273,539 with $0 remaining to be sold and indicates the offering relied on Rule 506(b). Five investors participated and the issuer states $0 of the gross proceeds were used to pay named executive officers.

The placement agent disclosed is H.C. Wainwright & Co., LLC, and the filing estimates sales commissions of $474,589. It also discloses placement agent warrants to purchase up to 72,944 shares at an exercise price of $5.4219 per share, plus accountable expenses and a management fee. The offering is not tied to a business combination and is not intended to last more than one year.

Positive

• $273,539 raised through issuance of common stock warrants
• No proceeds were disclosed as paid to named executive officers ($0)
• Offering claimed under Rule 506(b), which restricts general solicitation
• Placement agent identified (H.C. Wainwright & Co.), with compensation disclosed

Negative

• Estimated sales commissions of $474,589 exceed the gross proceeds of $273,539
• Placement agent warrants to purchase up to 72,944 shares at $5.4219 may cause dilution
• Only 5 investors participated, indicating a concentrated investor base
• Aggregate offering amount of $273,539 is small and may be immaterial relative to company scale

Insights

Securities Analyst

TL;DR: Small warrant raise of $273,539 with estimated placement fees exceeding proceeds and meaningful placement-agent warrants.

The offering size is modest at $273,539, yet the filing shows an estimated sales commission of $474,589, which exceeds the gross proceeds disclosed. The placement agent also received warrants to purchase up to 72,944 shares at an exercise price of $5.4219, which creates potential dilution if exercised. Only 5 investors participated, indicating a concentrated investor base. For capital structure and dilution analysis, the interaction of these placement warrants with existing outstanding warrants and shares is material to valuation.

Corporate Governance Expert

TL;DR: Disclosure shows executive payments of $0 and clear placement-agent compensation, enabling transparent assessment of related-party use of proceeds.

The Form D explicitly states that $0 of gross proceeds are proposed to be used for payments to named executive officers, which is a clear governance disclosure. The issuer selected Rule 506(b), limiting general solicitation. The filing also identifies the placement agent and quantifies estimated fees and placement-agent warrants, providing investors and regulators with actionable compensation information. The issuer checked "Decline to Disclose" for issuer size, which limits some context for assessing materiality relative to company scale.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001680378

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

SenesTech, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
SenesTech, Inc.
Street Address 1		Street Address 2
13430 NORTH DYSART ROAD		SUITE 105
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SURPRISE	ARIZONA	85379	(928) 779-4143

3. Related Persons

Last Name	First Name	Middle Name
Chesterman	Thomas	C.
Street Address 1	Street Address 2
13430 North Dysart Road	Suite 105
City	State/Province/Country	ZIP/PostalCode
Surprise	ARIZONA	85379

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Chief Financial Officer, Treasurer, and Secretary

Last Name	First Name	Middle Name
Fruendt	Joel	L.
Street Address 1	Street Address 2
13430 North Dysart Road	Suite 105
City	State/Province/Country	ZIP/PostalCode
Surprise	ARIZONA	85379

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer

Last Name	First Name	Middle Name
Bechtel, JD, Ph.D.	Jamie
Street Address 1	Street Address 2
13430 North Dysart Road	Suite 105
City	State/Province/Country	ZIP/PostalCode
Surprise	ARIZONA	85379

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Grandinetti, III	Phillip	N.
Street Address 1	Street Address 2
13430 North Dysart Road	Suite 105
City	State/Province/Country	ZIP/PostalCode
Surprise	ARIZONA	85379

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Leach	Jake	S.
Street Address 1	Street Address 2
13430 North Dysart Road	Suite 105
City	State/Province/Country	ZIP/PostalCode
Surprise	ARIZONA	85379

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-04				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Common Stock Warrants

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. Wainwright & Co., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 Park Avenue	4th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA FLORIDA ILLINOIS NEW YORK TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$273,539	USD	or Indefinite
Total Amount Sold	$273,539	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Common stock warrants issued for an aggregate of $273,539 in addition to agreement to exercise previously issued warrants at the existing exercise price.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$474,589	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The placement agent also received placement agent warrants to purchase up to an aggregate of 72,944 shares of common stock at an exercise price of $5.4219 per share and payment of accountable expenses and a management fee.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
SenesTech, Inc.	/s/ Thomas C. Chesterman	Thomas C. Chesterman	Executive Vice President, CFO, Treasurer, and Secretary	2025-08-11

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did SenesTech (SNES) raise in this Form D filing?

SenesTech sold common stock warrants for an aggregate of $273,539; the filing reports $0 remaining to be sold.

Which exemption did SenesTech (SNES) claim for the offering?

The issuer claimed a Rule 506(b) exemption under Regulation D.

How many investors participated and what was the minimum investment?

A total of 5 investors participated and the minimum investment accepted is listed as $0.

Who was the placement agent and what compensation was disclosed?

The placement agent is H.C. Wainwright & Co., LLC; estimated sales commissions are $474,589 and placement-agent warrants to purchase up to 72,944 shares at $5.4219 per share were granted, plus expenses and a management fee.

Were any proceeds used to pay executives or directors?

The filing discloses $0 of the gross proceeds were proposed to be used for payments to named executive officers.

Is this offering related to a business combination transaction?

No; the filing indicates the offering is not being made in connection with a business combination.