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[SCHEDULE 13G/A] SenesTech, Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A
Rhea-AI Filing Summary

PFS Cap Mgt Co and PFS Trust report beneficial ownership of 340,000 shares of SenesTech, Inc., representing 9.99% of the outstanding common stock based on 2,247,691 shares outstanding as of June 24, 2025, per the company's Prospectus Supplement No. 2. The reported position includes 120,000 shares issuable upon exercise of warrants held by the Trust but those warrants are subject to a 9.99% exercise blocker, so the Reporting Persons cannot currently exercise all warrants to exceed the 9.99% threshold. The filing shows shared voting and dispositive power over 340,000 shares and no sole voting or dispositive power. The Schedule 13G/A is signed by John David Kessler on August 12, 2025.

Positive
  • Clear disclosure of beneficial ownership: 340,000 shares representing 9.99% of the class
  • Provides warrant detail: includes 120,000 shares issuable on reported warrants and the basis for the percentage calculation (2,247,691 shares outstanding)
Negative
  • Exercise constrained by a stated 9.99% blocker, preventing full exercise of reported warrants
  • No sole voting or dispositive power reported (0 shares), indicating absence of unilateral control

Insights

TL;DR: Reporting persons disclose a near-10% beneficial stake (340,000 shares) including warrants constrained by a 9.99% blocker; routine but material disclosure.

The filing states that PFS Cap Mgt Co and PFS Trust collectively beneficially own 340,000 shares, equal to 9.99% of SenesTech's common stock using an outstanding share base of 2,247,691 as of June 24, 2025. The position includes 120,000 shares issuable on warrants held by the Trust; those warrants cannot be exercised to the extent exercise would push ownership above the 9.99% blocker. Reported power is shared voting and dispositive power of 340,000 shares with zero sole power. This is a material ownership disclosure but does not indicate an intent to control the issuer based on the filing language.

TL;DR: Shared control and an explicit 9.99% blocker limit influence; filing meets disclosure requirements without showing change of control intent.

The Schedule 13G/A identifies the Reporting Persons as PFS Cap Mgt Co and PFS Trust, both Nevada organized, and provides address information. It documents the calculation basis for the 9.99% figure and expressly states the existence of a 9.99% blocker that restricts warrant exercise. The form also records that sole voting and dispositive powers are zero while shared powers cover the full 340,000 shares. From a governance perspective, the disclosure clarifies ownership boundaries and voting authority but does not evidence unilateral control or a group formation beyond the reported shared powers.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: Includes 120,000 shares of Common Stock (as defined in Item 2(a)) issuable upon the exercise of the warrants reported herein (the "Reported Warrants"). As more fully described in Item 4, the Reported Warrants are subject to the 9.99% Blocker (as defined in Item 4) and the percentages set forth above give effect to the 9.99% Blocker. However, each position reported above is the number of shares of Common Stock that would be issuable upon the full exercise of the Reported Warrants at such time and do not give effect to the 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person at such time, after giving effect to the 9.99% Blocker, is less than the positions reported above.


SCHEDULE 13G




Comment for Type of Reporting Person: Includes 120,000 shares of Common Stock issuable upon the exercise of the Reported Warrants. As more fully described in Item 4, the Reported Warrants are subject to the 9.99% Blocker and the percentages set forth above give effect to the 9.99% Blocker. However, each position reported above is the number of shares of Common Stock that would be issuable upon the full exercise of the Reported Warrants at such time and do not give effect to the 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person at such time, after giving effect to the 9.99% Blocker, is less than the positions reported above.


SCHEDULE 13G



PFS Cap Mgt Co
Signature:/s/ John David Kessler
Name/Title:John David Kessler, Director
Date:08/12/2025
PFS Trust
Signature:/s/ John David Kessler
Name/Title:John David Kessler, Authorized Signatory
Date:08/12/2025

FAQ

What stake in SenesTech (SNES) do PFS Cap Mgt Co and PFS Trust report?

The filing reports beneficial ownership of 340,000 shares, representing 9.99% of SenesTech's common stock.

How was the 9.99% ownership percentage for SNES calculated?

The percentage is calculated using 2,247,691 shares outstanding as of June 24, 2025, per the company's Prospectus Supplement No. 2.

Do the reported holdings include warrants for SNES?

Yes. The report includes 120,000 shares issuable upon exercise of warrants held by the Trust, which are subject to a 9.99% exercise blocker.

What voting and dispositive powers are reported for SNES holdings?

The Reporting Persons report 0 sole voting power and shared voting power of 340,000; likewise 0 sole dispositive power and shared dispositive power of 340,000.

When was the Schedule 13G/A for SNES signed?

The signature block shows John David Kessler signed on August 12, 2025.

Where are the Reporting Persons organized for this SNES filing?

Both PFS Cap Mgt Co and PFS Trust are organized in Nevada and list a principal address in Minden, Nevada.
Senestech Inc

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