Form 8-K - Current report

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): January 8, 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.)


777 W. Pinnacle Peak Road, Suite B104 Phoenix, AZ						85027
(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 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2025, our Board of Directors (the “Board”) authorized an increase in the size of the Board to six members and appointed Joshua M. Moss to serve on the Board as an independent director. Mr. Moss will serve as a Class I director until the 2026 Annual Meeting of Stockholders or until his earlier death, resignation, or removal or until a successor is elected and qualified. Mr. Moss was also appointed to serve as a member of the Audit Committee and the Commercialization Committee of the Board.

As a non-employee director, Mr. Moss will receive compensation as described in the “Director Compensation” section of our 2024 Proxy Statement filed with the Securities and Exchange Commission on May 28, 2024.

There are no arrangements or understandings between Mr. Moss and any other person pursuant to which Mr. Moss was selected as a director. Mr. Moss is not party to any transaction subject to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, involving our company.

The Company issued a press release on January 10, 2025 announcing the appointment of Mr. Moss to the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit Number						Exhibits
99.1						Press Release dated January 10, 2025 (furnished herewith)
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: January 10, 2025	SENESTECH, INC.

	By:	/s/ Thomas C. Chesterman
		Thomas C. Chesterman
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary

Exhibit 99.1

Joshua M. Moss Joining the SenesTech Board of Directors

PHOENIX, Ariz., January 10, 2025. SenesTech, Inc. (NASDAQ: SNES, “SenesTech” or the “Company”), a pioneer in humane pest control solutions, is pleased to announce that Joshua M. Moss will be joining the Board of Directors of SenesTech, Inc.

Joshua M. Moss is the co-founder, Managing Director, and Portfolio Manager at EAM Global Investors, a boutique investment firm specializing in non-U.S. and emerging market equities with approximately $3 billion in assets under management. With over 20 years of experience in institutional investment management, Josh has a proven track record of success in portfolio management, team leadership, and global business development.

He began his career at Credit Suisse, focusing on investment banking and equity research, and later held senior roles at Allianz Global Investors, where he managed significant portfolios and led sector teams. At EAM, he has overseen the firm's growth from its inception, successfully launching and managing strategies such as International Small Cap and Emerging Markets Small Cap.

Josh holds an MBA in Finance from the UCLA Anderson School of Management and a BA in History from the University of California, San Diego. Based in the San Diego area, he is fluent in Spanish and leverages his deep expertise to deliver consistent alpha generation while fostering sustainable, long-term investment strategies.

“SenesTech – and Evolve – are poised for growth this coming year and beyond, and I look forward to contributing to that growth and success. We have the right team and the right product,” said Mr. Moss.

About SenesTech SenesTech is committed to creating healthier environments by humanely managing animal pest populations through fertility control. The company is an expert in fertility control technologies and has pioneered products like ContraPest®, the only EPA-registered contraceptive for both male and female rats, and Evolve™, an EPA-designated minimum-risk contraceptive soft bait. Both products are designed to integrate seamlessly into pest management programs, significantly enhancing their effectiveness while reducing reliance on traditional poisons. SenesTech strives to create cleaner cities, more efficient businesses, and happier households with products that are humane, effective, and sustainable.

For more information, visit https://senestech.com.

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include, among others, the belief that SenesTech and Evolve are poised for growth this coming year and beyond and the belief that we have the right team and the right product. Forward-looking statements may describe future expectations, plans, results, or strategies and are often, but not always, made through the use of words such as "believe," "may," "future," "plan," "will,"

"should," "expect," "anticipate," "eventually," "project," "estimate," "continuing," "intend" and similar words or phrases. You are cautioned that such statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, the successful commercialization of our products; market acceptance of our products; our financial performance, including our ability to fund operations; our ability to maintain compliance with Nasdaq's continued listing requirements; regulatory approval and regulation of our products; and other factors and risks identified from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. Except as required by law, we do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.

Contact Information: Investors: Robert Blum, Lytham Partners, LLC (602) 889-9700, senestech@lythampartners.com

Marketing:

Rochelle Paulet, Director of Marketing, SenesTech, Inc.

(303) 416-0032

Cover	Jan. 10, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 08, 2025
Entity Registrant Name	SenesTech, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37941
Entity Tax Identification Number	20-2079805
Entity Address, Address Line One	777 W. Pinnacle Peak Road
Entity Address, Address Line Two	Suite B104
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85027
City Area Code	928
Local Phone Number	779-4143
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SNES
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001680378