[D] SenesTech, Inc. SEC Filing

Rhea-AI Filing Summary

SenesTech, Inc. (SNES) filed a Form D to report a Rule 506(b) exempt private placement of common-stock warrants.

The company raised $182,359 in gross proceeds from 5 investors, with the first sale occurring on 30 Jun 2025. The notice states that the entire offering amount has already been sold and the offering will not last more than one year. Securities offered were warrants giving the right to acquire common stock; no debt or equity shares were directly issued at this stage.

Placement agent H.C. Wainwright & Co. earned $330,982 in cash commissions, placement-agent warrants for 72,944 shares at $3.7813 per share, a management fee, and reimbursement of accountable expenses. The filing indicates no proceeds are earmarked for payments to the issuer’s officers, directors or promoters.

While the transaction injects a modest amount of cash and potentially motivates the exercise of existing warrants, it materially increases outstanding derivative securities and imposes transaction costs that exceed the cash raised, highlighting dilution and cost-efficiency considerations for investors.

Positive

• $182,359 in gross proceeds adds incremental liquidity.
• No proceeds directed to officers, directors, or promoters, reducing conflict-of-interest concerns.

Negative

• Cash commissions of $330,982 exceed funds raised, indicating poor cost efficiency.
• Issuance of 72,944 placement-agent warrants plus investor warrants increases potential dilution.
• Offering size is small, providing limited balance-sheet improvement.

Insights

Securities Analyst

TL;DR Neutral impact: small cash raise, high commission cost, limited balance-sheet effect.

The $182k inflow marginally enhances liquidity but is immaterial relative to typical corporate cash needs. Because the offering is already completed, there is no fundraising uncertainty; however, issuing new warrants adds overhang and potential dilution. The striking point is the $330,982 cash commission—about 181% of proceeds—plus 72.9k additional warrants to the placement agent. Such economics suggest the offering was chiefly structured to prompt exercise of previously outstanding warrants rather than to secure new funds. Overall share-count expansion and the rich fee structure temper any positive from the cash received, so I view the filing as neutral for valuation.

Corporate Governance Expert

TL;DR Negative governance optics: fees outstrip proceeds, significant warrant dilution.

From a governance standpoint, paying more in commissions than the gross capital raised raises red flags about board oversight of capital formation. The placement agent receives both cash and derivative compensation, amplifying dilution without clear shareholder benefit. Although no proceeds are funneled to insiders—which is positive—the disproportionate fee structure and absence of disclosed use-of-proceeds strategy imply weak cost discipline. This could attract scrutiny from existing shareholders concerned about per-share value erosion and capital allocation practices.

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	2025-06-30				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	$182,359	USD	or Indefinite
Total Amount Sold	$182,359	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Common stock warrants issued for an aggregate of $182,359.00 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	$330,982	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 $3.7813 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	2025-07-11

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

How much did SenesTech (SNES) raise in this Form D offering?

The company raised $182,359 through the issuance of common-stock warrants.

Under which exemption is the SNES private placement being made?

The offering relies on Regulation D, Rule 506(b).

What type of securities were offered by SenesTech?

SenesTech issued warrants that confer the right to acquire common stock at a future date.

How many investors participated and were they accredited?

A total of 5 investors participated; the filing does not indicate any non-accredited investors.

What compensation did the placement agent receive?

H.C. Wainwright & Co. earned $330,982 in cash commissions plus 72,944 warrants at an exercise price of $3.7813.

Will any offering proceeds go to SenesTech insiders?

The Form D states that $0 of the gross proceeds are earmarked for payments to executives, directors, or promoters.