10-Q 1 f10q0619_senestechinc.htm QUARTERLY REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-37941

SENESTECH, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-2079805
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3140 N. Caden Court, Suite 1 Flagstaff, AZ		86004
(Address of principal executive offices)		(Zip Code)

(928) 779-4143

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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 (NASDAQ Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding as of August 14, 2019: 28,287,351

SENESTECH, INC.

FORM 10-Q

For the Quarterly Period Ended June 30, 2019

TABLE OF CONTENTS

		Page
	PART I. FINANCIAL INFORMATION	1
Item 1	Financial Statements	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4	Controls and Procedures	28
	PART II. OTHER INFORMATION	29
Item 1	Legal Proceedings	29
Item 1A	Risk Factors	29
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3	Defaults Upon Senior Securities	29
Item 4	Mine Safety Disclosures	29
Item 5	Other Information	29
Item 6	Exhibits	30
	Signatures	31
	Index to Exhibits	30

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

SENESTECH, INC.

CONDENSED BALANCE SHEETS

(In thousands, except shares and per share data)

	June 30,			December 31,
	2019			2018
	(Unaudited)
ASSETS
Current assets:
Cash	$	2,575		$	4,920
Accounts receivable		156			139
Prepaid expenses		329			342
Inventory		1,331			1,261
Deposits		5			9
Total current assets		4,396			6,671

Right to use asset-operating leases		65			-
Property and equipment, net		915			1,083
Total assets	$	5,376		$	7,754

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Short-term debt	$	134		$	219
Accounts payable		255			173
Accrued expenses		790			771
Total current liabilities		1,179			1,163

Long-term debt, net		196			261
Operating lease liability		65			-
Common stock warrant liability		1			-
Deferred rent		10			16
Total liabilities		1,451			1,440

Commitments and contingencies (See note 12)		-			-

Stockholders’ equity:
Common stock, $0.001 par value, 100,000,000 shares authorized, 25,227,475 and 23,471,999 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		25			24
Additional paid-in capital		94,391			92,128
Accumulated deficit		(90,491	)		(85,838	)
Total stockholders’ equity		3,925			6,314

Total liabilities and stockholders’ equity	$	5,376		$	7,754

See accompanying notes to financial statements.

SENESTECH, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except shares and per share data)

(Unaudited)

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2019			2018			2019			2018

Revenue:
Sales	$	24		$	36		$	43		$	55
Cost of sales		21			20			33			39
Gross profit		3			16			10			16

Operating expenses:
Research and development		463			636			927			1,270
General and administrative		1,831			3,465			3,735			5,493
Total operating expenses		2,294			4,101			4,662			6,763

Net operating loss		(2,291	)		(4,085	)		(4,652	)		(6,747	)

Other income (expense):
Interest income		11			1			26			7
Interest expense		(11	)		(22	)		(24	)		(44	)
Other income (expense)		2			(7	)		(3	)		6
Total other income (expense)		2			(28	)		(1	)		(31	)

Net loss	$	(2,289	)	$	(4,113	)	$	(4,653	)	$	(6,778	)

Weighted average common shares outstanding - basic and fully diluted		24,552,553			16,696,051			24,038,333			16,596,770

Net loss per common share - basic and fully diluted	$	(0.09	)	$	(0.25	)	$	(0.19	)	$	(0.41	)

See accompanying notes to financial statements.

SENESTECH, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except shares and per share data)

(Unaudited)

					Additional			Stock						Total Stockholders’
	Common Stock				Paid-In			Subscription			Accumulated			Equity
	Shares		Amount		Capital			Payable			Deficit			(Deficit)
For The Three Months Ended June 30, 2018 and 2019
Balance, March 31, 2018		16,512,246	$	17	$	81,792		$	8		$	(76,262	)	$	5,555

Issuance of common stock for services		52,592		-		(14	)		(8	)		-			(22	)
Stock-based compensation		-		-		2,037			-			-			2,037
Issuance of common stock upon exercise of warrants		1,475,659		1		2,213			-			-			2,214
Payments for employee withholding taxes related to share-based awards.		-		-		(6	)		-			-			(6	)
Net loss for the three months ended June 30, 2018		-		-		-			-			(4,113	)		(4,113	)
Balance, June 30, 2018		18,040,497	$	18	$	86,022		$	-		$	(80,375	)	$	5,665

Balance, March 31, 2019		23,560,864	$	24	$	92,448		$	-		$	(88,202	)	$	4,270

Issuance of common stock for services		86,216		-		2			-			-			2
Stock-based compensation		-		-		219			-			-			219
Issuance of common stock upon exercise of warrants		1,573,885		1		1,746			-			-			1,747
Issuance of common stock upon exercise of stock options		6,510		-		-			-			-			-
Payments for employee withholding taxes related to share-based awards		-		-		(24	)		-			-			(24	)
Net loss for the three months ended June 30, 2019		-		-		-			-			(2,289	)		(2,289	)
Balance, June 30, 2019		25,227,475	$	25	$	94,391		$	-		$	(90,491	)	$	3,925

For The Six Months Ended June 30, 2018 and 2019

Balance, December 31, 2017		16,404,195	$	16	$	81,103		$	-		$	(73,597	)	$	7,522
Issuance of common stock for services		146,743		1		34			(8	)		-			27
Stock-based compensation		-		-		2,707			-			-			2,707
Stock subscribed but not issued		-		-		(8	)		8			-			-
Issuance of common stock upon cashless exercise of stock options		13,900		-		-			-			-			-
Issuance of common stock upon exercise of warrants		1,475,659		1		2,213			-			-			2,214
Payments for employee withholding taxes related to share-based awards		-		-		(27	)		-			-			(27	)
Net loss for the six months ended June 30, 2018		-		-		-			-			(6,778	)		(6,778	)
Balance, June 30, 2018		18,040,497	$	18	$	86,022		$	-		$	(80,375	)	$	5,665

Balance, December 31, 2018		23,471,999	$	24	$	92,128		$	-		$	(85,838	)	$	6,314
Issuance of common stock for services		124,797		-		34			-			-			34
Stock-based compensation		-		-		471			-			-			471
Issuance of common stock upon exercise of warrants		1,605,696		1		1,782			-			-			1,783
Issuance of common stock upon exercise of stock options		24,984		-		-			-			-			-
Payments for employee withholding taxes related to share-based awards		-		-		(24	)		-			-			(24	)
Net loss for the six months ended June 30, 2019		-		-		-			-			(4,653	)		(4,653	)
Balance, June 30, 2019		25,227,476	$	25	$	94,391		$	-		$	(90,491	)	$	3,925

See accompanying notes to financial statements.

SENESTECH, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the Six Months
	Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,653	)	$	(6,778	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on investments held to maturity		-			(32	)
Bad debts expense		-			5
Depreciation and amortization		213			224
Stock-based compensation		471			2,735
Loss on sale of equipment		2			15
Loss on early extinguishment of debt		-			10
Loss on remeasurement of common stock warrant liability		1			1
(Increase) decrease in current assets:
Accounts receivable		(17	)		(21	)
Prepaid expenses		13			(32	)
Inventory		(70	)		(648	)
Deposits		4			7
Increase (decrease) in current liabilities:
Accounts payable		82			70
Accrued expenses		53			(97	)
Deferred rent		(6	)		(12	)
Net cash used in operating activities		(3,907	)		(4,553	)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds received on sale of securities held to maturity		-			2,608
Proceeds received on sale of equipment		-			185
Purchase of property and equipment		(47	)		(102	)
Net cash provided by (used in) investing activities		(47	)		2,691

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable		(112	)		(198	)
Repayments of notes payable, related parties		-			(9	)
Repayments of capital lease obligations		(38	)		(36	)
Proceeds from the exercise of warrants		1,783			2,213
Payment of deferred offering costs		-			(335	)
Payment of employee withholding taxes related to share-based awards		(24	)		(27	)
Net cash provided by financing activities		1,609			1,608

NET CHANGE IN CASH		(2,345	)		(254	)
CASH AT BEGINNING OF PERIOD		4,920			2,101
CASH AT END OF PERIOD	$	2,575		$	1,847

SUPPLEMENTAL INFORMATION:
Interest paid	$	24		$	44
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchases of equipment under capital lease obligations	$	-		$	10
Common stock issued on accrued bonus	$	32		$	-

See accompanying notes to financial statements.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 1 - Organization and Description of Business

SenesTech, Inc. (referred to in this report as “SenesTech,” the “Company,” “we” or “us”) was formed in July 2004 and incorporated in the state of Nevada. The Company subsequently reincorporated in the state of Delaware in November 2015. Our corporate headquarters is in Flagstaff, Arizona. We have developed and are commercializing a global, proprietary technology for managing animal pest populations, initially rat populations, through fertility control.

Although myriad tools are available to fight rat infestations, communities, food producers, zoos and sanctuaries and others continue to face challenges in controlling today’s infestations. Infestations result in significant infrastructure damage, as well as pose additional risks to the health and food security of communities. In addition to these challenges, the pest management industry and Pest Management Professionals (PMPs) are being increasingly asked for new solutions to help solve the problem. With growing concerns about rat resistance to rodenticides and a growing interest in non-lethal options, it is becoming increasingly important for PMPs to have new tools at their disposal. Our goal is to provide customers with not only a solution to combat their most difficult infestations, but also offer a non-lethal option to serve customers that are looking to decrease or remove the amount of poison used in their pest management programs.

Our first fertility control product, ContraPest, is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide (VCD) and triptolide. When consumed, ContraPest targets reproduction, limiting fertility in male and female rats beginning with the first breeding cycle following consumption. ContraPest is being marketed for use in controlling rat populations, specifically Norway and roof rats. On August 23, 2015, the United States Environmental Protection Agency (EPA) granted registration approval for ContraPest as a Restricted Product Due to Professional Expertise (referred to in this report as a “Restricted Use designation”), effective August 2, 2016. On October 18, 2018, the EPA approved the removal of the Restricted Use designation. We believe ContraPest is the first and only non-lethal, fertility control product approved by the EPA for the management of rodent populations.

In addition to the EPA registration of ContraPest in the United States, we must obtain registration from the various state regulatory agencies prior to selling in each state. As of the date of this report, we have received registration for ContraPest in all 50 states and the District of Columbia, 43 of which have approved the removal of the Restricted Use designation.

We expect to continue to pursue regulatory approvals and amendments to existing registration in the United States for ContraPest, and if ContraPest begins to generate sufficient revenue, regulatory approvals for any additional jurisdictions beyond the United States. The Company also continues to develop other potential additional fertility control and animal health products for additional species.

Potential Need for Additional Capital

Since our inception, we have sustained significant operating losses in the course of our research and development activities and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under our former license agreement with Neogen. In 2017, we began to prepare and launch commercialization of our first product, ContraPest. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 1 - Organization and Description of Business – (continued)

We have also raised capital through debt financing, consisting primarily of convertible notes; and, to a lesser extent, payments received in connection with product sales, research grants and licensing fees.

Through June 30, 2019, we had received net proceeds of $63.6 million from our sales of common stock, preferred stock and warrant exercises and issuance of convertible and other promissory notes, an aggregate of $1.7 million from licensing fees and an aggregate of $0.4 million in net product sales. At June 30, 2019, we had an accumulated deficit of $90.5 million and cash and cash equivalents of $2.6 million.

Our ultimate success depends upon the outcome of a combination of factors, including: (i) successful commercialization of ContraPest and ongoing regulatory approvals of our other product candidates, (ii) market acceptance, commercial viability and profitability of ContraPest and other products; (iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development; (v) our ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs.

Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2019, in combination with anticipated revenue, net proceeds of $3.6 million from the public offering completed on July 16, 2019 and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next 12 months. However, if anticipated revenue targets and margin targets are not achieved and we are unable to raise necessary capital through the sale of our securities, we may seek to reduce operating expenses and take other measures that could impair our ability to be successful and operate as a going concern. In any event, we are likely to require additional capital in order to fund our operating losses and research and development activities until we become profitable. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts.

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of June 30, 2019, the Company’s operating results for the three and six months ended June 30, 2019 and 2018, and the Company’s cash flows for the six months ended June 30, 2019 and 2018. The accompanying financial information as of December 31, 2018 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2018, both filed with the SEC on March 29, 2019. All amounts shown in these financial statements and accompanying notes are in thousands, except percentages and per share and share amounts.

Note 2 - Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The significant estimates in the Company’s financial statements include the valuation of preferred stock, common stock and related warrants, and other stock-based awards. Actual results could differ from such estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no material impact on net earnings, financial position or cash flows.

Accounts Receivable

Accounts receivable consist primarily of trade receivables. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was less than $1 at June 30, 2019 and at December 31, 2018.

Inventories

Inventories are stated at the lower of cost or market value, using the first-in, first-out convention. Inventories consist of raw materials, work in progress and finished goods.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting Policies – (continued)

Components of inventory are:

	June 30,			December 31,
	2019			2018
Raw materials	$	1,071		$	1,111
Work in progress		4			—
Finished goods		260			154
Total inventory		1,335			1,265
Less:
Reserve for obsolete		(4	)		(4	)
Total net inventory	$	1,331		$	1,261

Prepaid Expenses

Prepaid expenses consist primarily of payments made for director and officer insurance, director compensation, rent, legal and inventory purchase deposits and seminar fees to be expensed in the current year.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Equipment held under capital leases are stated at the present value of minimum lease payments less accumulated amortization.

Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. The cost of leasehold improvements is amortized over the life of the improvement or the term of the lease, whichever is shorter. Equipment held under capital leases is amortized over the shorter of the lease term or estimated useful life of the asset. The Company incurs repair and maintenance costs on its major equipment, which are expensed as incurred.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require long-lived assets or asset groups to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated from the use of the asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, such as discounted cash flow models and the use of third-party independent appraisals. The Company has not recorded an impairment of long-lived assets since its inception.

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of the fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The performance obligations identified by the Company under Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers, are straightforward and similar to the unit of account and performance obligation determination under ASC Topic 605, Revenue Recognition. There was no impact on the Company’s financial statements as a result of adopting ASC 606 for the three months or six months ended June 30, 2019 and 2018, respectively.

The Company recognizes revenue when it leaves their dock at a fixed selling price and payment terms of 30 to 120 days from invoicing. The Company recognizes other revenue earned from pilot studies upon the performance of specific services under the respective service contract.

The Company derives revenue primarily from commercial sales of products.

Research and Development

Research and development costs are expensed as incurred. Research and development expenses primarily consist of salaries and benefits for research and development employees, stock-based compensation, consulting fees, lab supplies, costs incurred related to conducting scientific trials and field studies, and regulatory compliance costs. Also, included in research and development expenses is an allocation of facilities related costs, including depreciation of research and development equipment.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting Policies – (continued)

Stock-based Compensation

Employee stock-based awards, consisting of restricted stock units and stock options expected to be settled in shares of the Company’s common stock, are recorded as equity awards. The grant date fair value of stock options is measured using the Black-Scholes option pricing model. The Company expenses the grant date fair value of its stock options on a straight-line basis over their respective vesting periods. Performance-based awards are expensed over the performance period when the related performance goals are probable of being achieved.

For equity instruments issued to non-employees, the stock-based consideration is measured using a fair value method. The measurement of the stock-based compensation is subject to re-measurement as the underlying equity instruments vest.

The stock-based compensation expense recorded for the three and six months ended June 30, 2019 and 2018, is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018

Research and development	$	1	$	29	$	10	$	58
General and administrative		218		2,008		461		2,677
Total stock-based compensation expense	$	219	$	2,037	$	471	$	2,735

See Note 11 for additional discussion on stock-based compensation.

Income Taxes

Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities and net operating loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability and if it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. The Company currently maintains a full allowance against its deferred tax assets.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. Only those benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities are recognized. Based on its evaluation, the Company has concluded there are no significant uncertain tax positions requiring recognition in its financial statements.

The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There are no uncertain tax positions as of June 30, 2019 or December 31, 2018 and as such, no interest or penalties were recorded in income tax expense.

Comprehensive Loss

Net loss and comprehensive loss were the same for all periods presented; therefore, a separate statement of comprehensive loss is not included in the accompanying financial statements.

Loss Per Share Attributable to Common Stockholders

Basic loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share attributable to common stockholders is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury stock and if-converted methods. For purposes of the computation of diluted loss per share attributable to common stockholders, common stock purchase warrants, and common stock options are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share attributable to common stockholders because their effect would be anti-dilutive given the net loss reported for the three and six months ended June 30, 2019 and 2018. Therefore, basic and diluted loss per share attributable to common stockholders are the same for each period presented.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting Policies – (continued)

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted loss per share attributable to common stockholders (in common stock equivalent shares):

	June 30,
	2019		2018
Common stock purchase warrants		9,621,125		6,090,035
Restricted stock unit		117,465		209,579
Common stock options		2,435,177		1,719,771
Total		12,173,767		8,019,385

Adoption of New Accounting Standards:

In May 2014 the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Effective January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” using the modified retrospective method to all contracts that were not completed as of the date of adoption. The results of operations for reported periods after January 1, 2018 are presented under this amended guidance, while prior period amounts are reported in accordance with ASC 605 — Revenue Recognition. There was no material impact on our financial position, results of operations, or cash flows.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This standard affects the accounting for equity instruments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-01 is effective the first quarter of 2018. The Company has adopted the provisions of ASU 2016-01 on its financial statements. There was no material impact on our financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). This standard amends various aspects of existing accounting guidance for leases, including the recognition of a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This standard also introduces new disclosure requirements for leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public business entities. Early adoption was permitted, and the new standard had been adopted using a modified retrospective approach and provides for certain practical expedients.

On January 1, 2019, the Company adopted the new leasing standard and all related amendments. The Company elected the optional transition method provided by the FASB in ASU 2018-11, Leases (Topic 842): Targeted Improvements, and as a result, has not restated its condensed consolidated financial statements for prior periods presented. The Company has elected the practical expedients upon transition to retain the lease classification and initial direct costs for any leases that existed prior to adoption. The Company has also not reassessed whether any contracts entered into prior to adoption are leases.

The standard did not have a material impact on the Company’s Condensed Consolidated Statements of Comprehensive Income. The cumulative effect of the changes made to the Company’s Consolidated Balance Sheet as of January 1, 2019 for the adoption of the new leasing standard was as follows:

	Balance @ December 31, 2018		Adjustment Due to ASC 842			Balance @ January 1, 2019
Right to Use Asset - Long Term		—	$	87		$	87

Lease Liability – Long Term		—	$	(87	)	$	(87	)

At June 30, 2019, the balance remaining in Right to Use Asset-Long Term and Lease Liability-Long Term was $65,000 and ($65,000) respectively.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 2 - Summary of Significant Accounting Policies – (continued)

The Company determines if an arrangement is a lease at lease inception. Operating lease right-of-use (ROU) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s lease contracts do not include an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of future payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The operating lease ROU asset also includes any initial direct costs and lease payments made prior to lease commencement and excludes lease incentives incurred.

The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has certain lease agreements that contain both lease and non-lease components, which it has elected to account for as a single lease component for all asset classes.

See Note 12, Commitments and Contingencies, for future minimum lease payments and maturities.

Accounting Standards Issued but Not Yet Adopted

In August 2018, the FASB issued authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires presentation of the capitalized implementation costs in the statement of financial position and in the statement of cash flows in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented, and the expense related to the capitalized implementation costs to be presented in the same line item in the statement of operations as the fees associated with the hosting element (service) of the arrangement. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. We are currently evaluating the potential impact on our financial position, results of operations and statement of cash flows upon adoption of this guidance, which will result in the change in presentation of capitalized implementation costs related to hosting arrangements from properties to other assets on the consolidated balance sheet, as well as the expense related to such costs no longer being classified as depreciation expense and cash flows related to those costs no longer being presented as investing activities.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our unaudited condensed consolidated interim financial statements.

Note 3 - Fair Value Measurements

The Company issued common stock warrants to purchase shares of common stock in June of 2015 (see Note 11 — Stock-based Compensation for more details) that contain a cash settlement provision resulting in a common stock warrant liability that is revalued at the end of each reporting period.

We value these warrant derivatives at fair value. The accounting guidance for fair value, among other things, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The framework for measuring fair value consists of a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3—Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 3 - Fair Value Measurements – (continued)

An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:

Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

Income approach: Techniques to convert future amounts to a single present amount based upon market expectations, including present value techniques, option-pricing and excess earnings models.

The Company’s common stock warrant liabilities are classified as Level 3 because there is limited activity or less transparency around the inputs to valuation.

Items Measured at Fair Value on a Recurring Basis

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

	June 30, 2019
	Level 1		Level 2		Level 3		Total
Financial Liabilities:
Common stock warrant liability (1)	$	—	$	—	$	1	$	1
Total	$	—	$	—	$	1	$	1

	December 31, 2018
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money market funds	$	—	$	—	$	—	$	—

Corporate fixed income debt securities		—		—		—		—

Total	$	3	$	—	$	—	$	—
Financial Liabilities:
Common stock warrant liability (1)	$	—	$	—	$	—	$	—
Total	$	—	$	—	$	—	$	—

(1)

The change in the fair value of the common stock warrant for the three and six months ended June 30, 2019 was recorded as a decrease to other income (expense) of $1, in the statements of operations and comprehensive loss.

Financial Instruments Not Carried at Fair Value

The carrying amounts of the Company’s financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities. The estimated fair value of the convertible notes and other notes, not recorded at fair value, are recorded at cost or amortized cost which was deemed to estimate fair value.

Note 4 - Credit Risk

The Company is potentially subject to concentrations of credit risk in its accounts receivable. Credit risk with respect to receivables is limited due to the number of companies comprising the Company’s customer base. Although the Company is directly affected by the financial condition of its customers, management does not believe significant credit risks exist at June 30, 2019 or December 31, 2018. The Company does not require collateral or other securities to support its accounts receivable.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 5 - Prepaid Expenses

Prepaid expenses consist of the following:

	June 30,		December 31,
	2019		2018
Director compensation	$	-	$	100
Director and officer insurance		159		121
NASDAQ fees		28
Legal retainer		25		25
Marketing programs and conferences		56		53
Professional services retainer		8		8
Rent		19		19
Equipment service deposits		5		3
Foreign patent registration		22		-
Engineering, software licenses and other		7		13
Total prepaid expenses	$	329	$	342

Note 6 - Property and Equipment

Property and equipment, net consist of the following:

		June 30,			December 31,
	Useful Life	2019			2018
Research and development equipment	5 years	$	1,580		$	1,552
Office and computer equipment (1)	3 years		739			742
Autos	5 years		54			54
Furniture and fixtures	7 years		37			37
Leasehold improvements	*		283			283
			2,693			2,668
Less accumulated depreciation and amortization			(1,778	)		(1,585	)
Total		$	915		$	1,083

Shorter of lease term or estimated useful life

(1)

In April and May 2019, the Company disposed of obsolete computer equipment with a net book value of $2 resulting in a $2 loss on the disposal of fixed assets.

Depreciation and amortization expense was approximately $102 and $107 for the three months ended June 30, 2019 and 2018, respectively, and $213 and $224 for six months ended June 30, 2019 and 2018, respectively.

Note 7 - Accrued Expenses

Accrued expenses consist of the following:

	June 30,		December 31,
	2019		2018
Compensation and related benefits	$	266	$	479
Accrued Litigation		507		269
Board Compensation		9		23
Other		8		—
Total accrued expenses	$	790	$	771

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 8 - Borrowings

A summary of the Company’s borrowings, including capital lease obligations, is as follows:

	June 30,			December 31,
	2019			2018
Short-term debt:
Current portion of long-term debt		134			219
Total short-term debt	$	134		$	219
Long-term debt:
Capital lease obligations	$	194		$	232
Other promissory notes		136			248
Total		330			480
Less: current portion of long-term debt		(134	)		(219	)
Total long-term debt	$	196		$	261

Capital Lease Obligations

Capital lease obligations are for computer and lab equipment leased through GreatAmerica Financial Services, Thermo Fisher Scientific, Navitas Credit Corp. and ENGS Commercial Finance Co. These capital leases expire at various dates through July 2023 and carry interest rates ranging from 6.4% to 11.6%.

Other Promissory Notes

Also included in the table above are three notes payable to Direct Capital, one note to M2 Financing and one note to Fidelity Capital, all for the financing of fixed assets. These notes expire at various dates through June 2022 and carry interest rates ranging from 4.3% to 13.8%.

Note 9 - Common Stock Warrants and Common Stock Warrant Liability

The table summarizes the common stock warrant activity as of June 30, 2019 as follows:

Common Stock Warrants	Number of Warrants			Date Issued	Term	Exercise Price

Outstanding at December 31, 2017		6,431,785

Warrants issued		1,133,909		June 2018	5 Years	$	1.82
Common Stock Offering Warrants Issued		5,357,052		August 2018	5 Years	$	1.15	(1)
Common Stock Offering - Dealer Manager Warrants		267,853		August 2018	5 Years	$	1.725
Warrants exercised		(1,475,659	)
Expired Warrants		(488,119	)
Outstanding at December 31, 2018		11,226,821
Warrants Exercised		(1,293,696	)	August 2018		$	1.15
Warrants Exercised		(312,000	)	August 2018		$	0.95
Outstanding at June 30, 2019		9,621,125

(1)

The common stock warrants issued in November 2017 with an initial exercise price of $1.50 per share adjusted downward to $0.95 per share effective July 24, 2018 in connection with our Rights Offering (as defined in Note 9 below), and may be subject to further downward adjustments, pursuant to antidilution price adjustment protection contained within those warrants.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 9 - Common Stock Warrants and Common Stock Warrant Liability – (continued)

On November 21, 2017, the Company issued a total of 4,657,500 detachable common stock warrants issued with the second public offering of 5,860,000 shares of its common stock at $1.00 per share. The common stock warrant is exercisable until five years from the date of grant. The common shares of the Company’s stock and detachable warrants exist independently as separate securities. As such, the Company estimated the fair value of the common stock warrants, exercisable at $1.50 per share, to be $661 using a lattice model based on the following significant inputs: Common stock price of $1.00; comparable company volatility of 73.8%; remaining term 5 years; dividend yield of 0% and risk-free interest rate of 1.87. The initial exercise price of these warrants was $1.50 per share, which adjusted downward to $1.47 on July 24, 2018, the record date of the Right’s Offering and downward to $0.95 per share on August 13, 2018, the date of the Rights Offering, pursuant to antidilution price adjustment protection contained within these warrants. Per guidance of ASC 260, the Company recorded a deemed dividend of $333 on the 3,181,841 unexercised warrants that contained this antidilution price adjustment protection provision and was calculated as the difference between the fair value of the warrants immediately prior to downward exercise price adjustment and immediately after the adjustment using a Black Scholes model based on the following significant inputs: On July 24, 2018: Common stock price of $1.38; comparable company volatility of 72.4%; remaining term 4.33 years; dividend yield of 0% and risk-free interest rate of 2.83. On August 13, 2018: Common stock price of $1.02; comparable company volatility of 74.0%; remaining term 4.25 years; dividend yield of 0% and risk-free interest rate of 2.75.

On June 20, 2018, the Company entered into an agreement with a holder of 1,133,909 of the November 2017 warrants to exercise its original warrant representing 1,133,909 shares of Common Stock for cash at the $1.50 exercise price for gross proceeds of $1.7 million and the Company issued to holder a new warrant to purchase 1,133,909 shares of Common Stock at an exercise price of $1.82 per share. The new warrant did not contain the antidilution price adjustment protection that was contained within the exercised warrants. In June 2018, the Company recorded stock compensation expense of $1.7 million representing the fair value of the of 1,133,909 inducement warrants issued. The Company estimated the fair value of the common stock warrants, exercisable at $1.82 per share, to be $1.7 million using a Black Scholes model based on the following significant inputs: Common stock price of $2.11; comparable company volatility of 72.6%; remaining term 5 years; dividend yield of 0% and risk-free interest rate of 2.8%. Also, in June 2018, an additional 341,750 of the November 8, 2017 warrants that were in the money at the time of exercise, were exercised for gross proceeds of $513.

On August 13, 2018, in connection with a rights offering of 5,357,052 shares of its common stock (the “Rights Offering”), the Company issued 5,357,052 warrants to purchase shares of its common stock at an exercise price of $1.15 per share. The Company estimated the fair value of the common stock warrants, exercisable at $1.15 per share, to be $3.6 million using a Monte Carlo model based on the following significant inputs: common stock price of $0.94; comparable company volatility of 159.0%; remaining term 5 years; dividend yield of 0% and risk-free interest rate of 2.77%.

In connection with the closing of the Rights Offering, the Company issued a warrant to purchase 267,853 shares of common stock to Maxim Partners LLC, an affiliate of the dealer-manager of the Rights Offering. The Company estimated the fair value of the common stock warrants, exercisable at $1.725 per share, to be $169 using a using a Monte Carlo model based on the following significant inputs: common stock price of $0.94; comparable company volatility of 159.0%; remaining term 5 years; dividend yield of 0% and risk-free interest rate of 2.77%.

The estimated fair value of the derivative warrant liability was $1 at June 30, 2019. As this derivative warrant liability is revalued at the end of each reporting period, the fair values as determined at the date of grant and subsequent periods was based on the following significant inputs using a Monte Carlo option pricing model: common stock price of $7.91; comparable company volatility of 77.7% of the underlying common stock; risk-free rates of 1.93%; and dividend yield of 0%; including the probability assessment of a terminating change event occurring. The change in fair value of the derivative warrant liability was ($5) and $4 for the three and six months ended June 30, 2019 and was recorded in other income (expense) in the accompanying statements of operations and comprehensive loss.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 10 - Stockholders’ Deficit

Capital Stock

The Company was organized under the laws of the state of Nevada on July 27, 2004 and was subsequently reincorporated under the laws of the state of Delaware on November 10, 2015. In connection with the reincorporation, as approved by the stockholders, the Company changed its authorized capital stock to consist of (i) 100 million shares of common stock, $.001 par value, and (ii) 2 million shares of preferred stock, $0.001 par value, designated as Series A convertible preferred stock. In December 2015, the Company amended its Certificate of Incorporation to change its authorized capital stock to provide for 15 million authorized shares of preferred stock of which 7,515,000 was designated as Series B convertible preferred stock, par value $.001 per share.

Common Stock

The Company had 25,227,475 and 23,471,999 shares of common stock issued and outstanding as of June 30, 2019 and December 31, 2018, respectively.

During the six months ended June 30, 2019, the Company issued an aggregate of 1,755,476 shares of common stock as follows:

●

an aggregate of 1,605,696 shares for the exercise of outstanding warrants for gross proceeds of $1.8 million

	●	An aggregate of 86,216 shares for service as a result of the vesting of restricted stock units

	●	3,022 shares for the exercise of stock options

	●	21,962 shares for the cashless exercise of stock options and

●

an aggregate of 38,580 shares to certain employees in net settlement of bonus compensation totaling $32.

Note 11 - Stock-based Compensation

On June 12, 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”) to replace the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). The 2018 Plan authorizes the issuance of 1,000,000 shares of our common stock. In addition, up to 2,874,280 shares of our common stock reserved for issuance under the 2015 Plan became available for issuance under the 2018 Plan to the extent such shares were available for issuance under the 2015 Plan as of June 12, 2018 or cease to be subject to awards outstanding under the 2015 Plan, such as by expiration, cancellation, or forfeiture of such awards.

Stock options are generally issued with an exercise price equal to no less than fair value at the date of grant. Options granted under the 2018 Plan generally vest immediately, or ratably over a two- to 36-month period coinciding with their respective service periods; however, participants may exercise their options prior to vesting as provided by the 2018 Plan. Unvested shares issued for options exercised early may be subject to a repurchase by the Company if the participant terminates, at the original exercise price. Options under the 2018 Plan generally have a contractual term of five years. Certain stock option awards provide for accelerated vesting upon a change in control.

As of June 30, 2019, the Company had 929,936 shares of common stock available for issuance under the 2018 Plan.

The Company measures the fair value of stock options with service-based and performance-based vesting criteria to employees, directors and consultants on the date of grant using the Black-Scholes option pricing model. The fair value of equity instruments issued to non-employees is re-measured as the award vests. The Black-Scholes valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period under which the options will be outstanding, the rate of return on risk-free investments, and the expected dividend yield for the Company’s stock.

The weighted-average assumptions used in the Black-Scholes option-pricing model used to calculate the fair value of options granted during the six months ended June 30, 2019 were as follows:

	Employee		Non-Employee
Expected volatility	79.7%-80.6	%	N/A
Expected dividend yield	—		N/A
Expected term (in years)	3.0-6.0		N/A
Risk-free interest rate	1.80% -2.48	%	N/A

The weighted average grant date fair value of options granted during the six months ended June 30, 2019 was $1.10 per share, as per the table below.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 11 - Stock-based Compensation – (continued)

Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption was determined based on historical volatilities from traded options of biotech companies of comparable in size and stability, whose share prices are publicly available. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. The expected term of options granted to employees is calculated based on the mid-point between the vesting date and the end of the contractual term according to the simplified method as described in SEC Staff Accounting Bulletin 110 because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its awards have been outstanding. For non-employee options, the expected term of options granted is the contractual term of the options. The risk-free interest rate is determined by reference to the implied yields of U.S. Treasury securities with a remaining term equal to the expected term assumed at the time of grant.

The following table summarizes the stock option activity, for both equity plans, for the periods indicated as follows:

	Number of Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (1)
Outstanding at December 31, 2018		1,721,771		$	1.57		4.0	$	—
Granted		855,406		$	1.41		4.9	$	—
Exercised		(63,990	)	$	0.65		—	$	—
Forfeited		(59,500	)	$	—		—	$	—
Expired		(18,510	)	$	—		—	$	—
Outstanding at June 30, 2019		2,435,177		$	1.46		4.0	$	—
Exercisable at June 30, 2019		1,536,173		$	1.56		3.4	$	—

(1)

The aggregate intrinsic value in the table was calculated based on the difference between the estimated fair market value of the Company’s stock and the exercise price of the underlying options. The estimated stock values used in the calculation was $1.80 and $0.59 per share for the six months ended June 30, 2019 and the year ended December 31, 2018, respectively.

Restricted Stock Units

The following table summarizes restricted stock unit activity for the six months ended June 30, 2019:

	Number of Units			Weighted Average Grant-Date Fair Value Per Unit
Outstanding as of December 31, 2018		136,245		$	0.98
Granted		123,727		$	1.51
Vested		(142,507	)	$	1.10
Forfeited		—		$	—
Outstanding as of June 30, 2019		117,465		$	1.42

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 11 - Stock-based Compensation – (continued)

The stock-based compensation expense was recorded as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018

Research and development	$	1	$	29	$	10	$	58
General and administrative		218		2,008		461		2,677
Total stock-based compensation expense	$	219	$	2,037	$	471	$	2,735

The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee.

At June 30, 2019, the total compensation cost related to restricted stock units and unvested options not yet recognized was $1,234, which will be recognized over a weighted average period of 36 months, assuming the employees and non-employees complete their service period required for vesting.

Note 12 - Commitments and Contingencies

Legal Proceedings

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

On February 20, 2018, New Enterprises, Ltd. (“New Enterprises”), filed lawsuit against the Company and Roth Capital Partners, LLC (“Roth”) in the U.S. District Court for the District of Arizona (the “Court”). The complaint alleges nine counts against the Company, including that: the Company engaged in common law fraud and securities fraud to induce the chairman of New Enterprises into investing in the Company; failed to register New Enterprises’ requested transfer; breached stock certificates and the lock-up contract; tortuously interfered with prospective business advantage; and conversion. New Enterprises is seeking monetary damages, including compensatory damages, punitive damages, and attorney’s fees. On December 3, 2018, the Court issued its order granting the Company’s and Roth’s motions to dismiss all of New Enterprises’ claims but gave them leave to file a motion to amend the complaint. On January 25, 2019, New Enterprises moved for leave to file an amended complaint, alleging similar claims against the Company and Roth and a court hearing on those motions is scheduled for August 13, 2019. The Company and Roth have filed motions to dismiss the amended complaint and those motions are under advisement with the Court as of May 15, 2019. Roth has made a claim for indemnification to the Company based on contractual indemnification agreements, but to date, the Company has not accepted Roth’s indemnification demand.

On April 20, 2018, the Company’s former Executive Vice President and Chief Operating Officer Andrew Altman filed a charge of employment discrimination with the Equal Employment Opportunity Commission (EEOC) against the Company. Mr. Altman claimed that he was terminated after he expressed opposition to an email Cheryl Dyer, Chief Research Officer, had sent out to the management team, in which she criticized a Mormon newspaper. The Company filed a position statement on May 21, 2018. No substantive action has been taken since then, and the Company has not heard anything further either from the EEOC or Mr. Altman’s attorneys.

Lease Commitments

The Company is obligated under capital leases for certain research and computer equipment that expire on various dates through July 2023. At June 30, 2019, the gross amount of office and computer equipment, and research equipment and the related accumulated amortization recorded under the capital leases was $500 and $229, respectively.

In February 2012, the Company entered into an operating lease for its corporate headquarters. The lease was due to expire in January 2015. In December 2013, the Company amended its lease to expand into the remaining area in the building and extended the term to December 31, 2019. In February 2014, the Company further amended the lease to expand into an adjacent building. The lease requires escalating rental payments over the lease term. Minimum rental payments under the operating lease are recognized on a straight-line basis over the term of the lease and accordingly, the Company records the difference between the cash rent payments and the recognition of rent expense as a deferred rent liability. The lease is guaranteed by the President of the Company. We are currently in discussions to extend the current lease.

SENESTECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 12 - Commitments and Contingencies – (continued)

On November 16, 2016, we leased an additional 1,954 square feet of research and development space, also in Flagstaff. This lease expired on November 15, 2018 but was extended for an additional 24 months, through November 2020. A subsequent amendment to the lease allows for the Company to cancel the lease at any time through the lease term with 30-day notice.

The lease extension requires fixed rental payments over the lease term. Minimum rental payments under the operating lease are recognized on a straight-line basis over the term of the lease as expense, and accordingly, the Company recorded no deferred rent liability under this lease.

Rent expense was $127 and $121 for the six months ended June 30, 2019 and June 30, 2018, respectively. The future minimum lease payments under non-cancellable operating lease and future minimum capital lease payments as of June 30, 2019 are as follows:

	Capital Leases		Operating Lease
Years Ending December 31,
2019		48		135
2020		78		45
2021		63		—
2022		33		—
2023		3
Total minimum lease payments	$	225	$	180

	Capital Leases

Less: amounts representing interest (6.39%, ranging from 10.48% to 11.56%)	$	31

Present value of minimum lease payments		194

Less: current installments under capital lease obligations		75

Total long-term portion	$	119

Note 13 - Subsequent Events

In July 2019, the Company net issued 19,258 shares of common stock to certain employees in net settlement of restricted stock units that vested during the period. The shares of common stock withheld were used to satisfy required withholding tax liability in connection with the vesting of shares.

Also in July 2019, the Company issued an aggregate of 3,580 shares of commons stock for the exercise of certain warrants. The net proceeds to the Company for these exercises was $4.

On July 16, 2019, the Company issued 3,037,038 shares of common stock, including 696,296 shares to the Company’s chief executive officer and 7,408 shares to an employee of the Company, in a public offering of shares of the Company’s common stock at $1.35 per share, resulting in net proceeds of approximately $3.6 million after deducting certain fees due to the placement agent and other transaction expenses. In addition, the Company issued a warrant to purchase 166,667 shares of the Company’s common stock to the placement agent at an exercise price of $1.6875 per share.

The Company has evaluated subsequent events from the balance sheet date through August 14, 2019, the date at which the financial statements were issued, and determined that there were no other items that require adjustment to or disclosure in the financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this Quarterly Report on Form 10-Q, “SenesTech,” the “Company,” “we,” “us,” or “our” refer to SenesTech, Inc., a Delaware corporation.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and related notes. Some statements and information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, notes to our condensed consolidated financial statements and elsewhere in this report are not historical facts but are forward- looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, readers can identify forward- looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other comparable terminology, which when used are meant to signify the statement as forward-looking. These forward-looking statements include, but are not limited to, our expectations regarding new accounting standards on our financial results, our expectations regarding our critical accounting policies; our expectations regarding our current operating plan, including operating expenses, product sales and revenue expectations, profitability and cash flows, anticipated revenue and sales of our equity securities, our beliefs regarding the use of stock-based awards as a compensation tool, our beliefs regarding certain tax positions, our beliefs regarding our revenue targets and the sufficiency of our liquidity and capital resources, our beliefs regarding ongoing litigation, our expectations regarding our significant employees, our expectations regarding commercialization of ContraPest and product development of our other product candidates, our expectations regarding our sales channel, including distributors, our expectations regarding regulatory approval of our products or product candidates, the continued listing of our common stock on The Nasdaq Capital Market, statements about our plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and situations that are difficult to predict and that may cause our own, or our industry’s actual results, to be materially different from the future results that are expressed or implied by these statements. Accordingly, actual results may differ materially from those anticipated or expressed in such statements as a result of a variety of factors, including those discussed in Item 1A of Part II of our Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2018, both filed with the SEC on March 29, 2019 (collectively, the “2018 Annual Report”), entitled “Risk Factors,” and those contained from time to time in our other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

We have incurred significant operating losses every year since our inception. Our net losses were $2.3 million and $4.7 million for the three and six months ended June 30, 2019 and $4.1 million and $6.8 million for the three and six months ended June 30, 2018, respectively. We expect to continue to incur significant expenses and generate operating losses for at least the next 12 months.

We have historically utilized, and intend to continue to utilize, various forms of stock-based awards in order to hire, retain and motivate talented employees, consultants and directors and encourage them to devote their best efforts to our business and financial success. In addition, we believe that our ability to grant stock-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees, consultants and directors with the financial interests of our stockholders.

As a result, a significant portion of our operating expenses includes stock-based compensation expense. Stock-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy. Specifically, our stock-based compensation expense for the three and six months ended June 30, 2019 was $219,000 and $471,000, which represented 9.5% and 10.1%, respectively, of our total operating expenses for those periods and $2.0 million and $2.7 million for the same periods in 2018, which represented 49.7% and 40.4%, respectively, of our total operating expenses for those periods.

Components of our Results of Operations

Net Sales

Net sales are comprised primarily of sales, net of discounts and promotions, of ContraPest and related components, to our distributors and customers.

Operating Expenses

Research and Development Expenses

Research and development expenses consist primarily of costs incurred in connection with the research and development of ContraPest and our other product candidates, which include:

●

Employee related expenses, including salaries, related benefits, travel and stock-based compensation expense for employees engaged in research and development functions;

●

Expenses incurred in connection with the development of our product candidates; and

Facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and supplies.

We expense research and development costs as incurred.

We continue to investigate other applications of our core technology to other product candidates, which includes laboratory tests and academic collaborations. We also continue to develop our supply chain, particularly identifying and improving our sourcing of triptolide, a key active ingredient for our product candidates. At this time, we cannot reasonably estimate the costs for further development of ContraPest or the cost associated with the development of any of our other product candidates.

We plan to continue to hire employees to support our research and development efforts and anticipate that we will continue to utilize various forms of stock-based compensation awards in order to attract and retain employees for our research and development efforts. As a result, we anticipate that stock-based compensation expense will continue to represent a significant portion of our research and development expenses for the foreseeable future.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of salaries and related costs, including stock-based compensation, for personnel in executive, finance, sales, marketing and administrative functions. Selling, general and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, consulting, accounting and audit services.

We anticipate that our selling, general and administrative expenses may increase in the future as we increase our headcount to support commercialization of ContraPest and further development of our product candidates. We also anticipate that we will incur increased accounting, audit, legal, regulatory, compliance, director and officer insurance costs as well as investor and public relations expenses associated with being a public company.

We plan to continue to hire employees to support our commercialization of ContraPest and further development of our product candidates and anticipate that we will continue to utilize various forms of stock-based compensation awards in order to attract and retain qualified employees. As a result, we anticipate that stock- based compensation expense will continue to represent a significant portion of our selling, general and administrative expenses for the foreseeable future.

Interest Income

Interest income consists primarily of interest income earned on cash and cash equivalents.

Interest Expense

Interest expense consists primarily of interest accrued on our capital lease and note commitments.

Other Income (Expense), Net

Other income (expense), net, consists primarily of recognized change in value of short-term investments and income (expense) related to the year-over-year fair market value adjustment of our derivative warrant.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate has been affected by the full valuation allowance on the Company’s deferred tax assets.

Since our inception, we have not recorded any U.S. federal or state income tax benefits for the net losses we have incurred in each year or for our earned research and development tax credits, due to our uncertainty of realizing a benefit from those items. At June 30, 2019, the Company has federal and state net operating loss carryforwards of approximately $52.3 million and $40.0 million, respectively, not considering any potential Internal Revenue Code of 1986 (“IRC”) Section 382 annual limitation discussed below. The federal loss carryforwards begin to expire in 2023, unless previously utilized. Approximately $7.9 million of those federal loss carryforwards, however, do not expire due to changes in U.S. tax law under the Tax Cuts and Jobs act of 2017. Additionally, the utilization of the net operating loss and tax credit carryforwards could be subject to an annual limitation under IRC sections 382 and 383, and similar state tax provisions due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by IRC Sections 382 and 383. results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percent points over a three-year period. The Company has not conducted an analysis of an ownership change under IRC Section 382. To the extent that a study is completed and an ownership change is deemed to occur, the Company’s ability to utilize its net operating losses could be limited.

Comparison of the Three and Six Months Ended June 30, 2019 and 2018

The following table summarizes our results of operations for the three and six months ended June 30, 2019 and 2018:

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2019			2018			2019			2018

Revenue:
Sales	$	24		$	36		$	43		$	55
Cost of sales		21			20			33			39
Gross profit (loss)		3			16			10			16

Operating expenses:
Research and development		463			636			927			1,270
General and administrative		1,831			3,465			3,735			5,493
Total operating expenses		2,294			4,101			4,662			6,763

Net operating loss		(2,291	)		(4,085	)		(4,652	)		(6,747	)

Other income (expense):
Interest income		11			1			26			7
Interest expense		(11	)		(22	)		(24	)		(44	)
Other income (expense)		2			(7	)		(3	)		6
Total other income (expense)		2			(28	)		(1	)		(31	)

Net loss	$	(2,289	)	$	(4,113	)	$	(4,653	)	$	(6,778	)

Weighted average common shares outstanding - basic and fully diluted		24,552,553			16,696,051			24,038,333			16,596,770
Net loss per common share - basic and fully diluted	$	(0.09	)	$	(0.25	)	$	(0.19	)	$	(0.41	)

Three Months Ended June 30, 2019 compared to Three Months Ended June 30, 2019:

Net Sales

Net sales were $24,000 for the three months ended June 30, 2019 and $36,000 for the same period in 2018. Sales were lower in 2019 due to the transition to the removal of ContraPest’s ‘restricted use only’ status at the state level, increased sales discounts to incentivize sales activity and the timing of a product exchange that was not re-shipped prior to the end of the quarter.

Cost of Sales

Cost of sales was $21,000 for the three months ended June 30, 2019, compared to $20,000 for the three months ended June 30, 2018. Cost of sales were slightly higher in 2019 due to an increase in scrap related to continued manufacturing scale up activities during the second quarter of 2019.

Gross Profit

Gross profit for the three months ended June 30, 2019 was $3,000 or 12.5% of net sales, compared to a gross profit of $16,000 or 44.4% of net sales, for the same period in 2018. The decrease in gross profit was a direct result of increased sales discounts and to incentivize sales and an increase in scrap due to related to scaleup activities.

Research and Development Expenses

	Three Months Ended June 30,				Increase
	2019		2018		(Decrease)
	(in thousands)
Direct research and development expenses:
Unallocated expenses:
Personnel related (including stock-based compensation)	$	245	$	344	$	(99	)
Facility-related		61		55		6
Other		157		237		(80	)
Total research and development expenses	$	463	$	636	$	(173	)

Research and development expenses were $463,000 for the three months ended June 30, 2019, compared to $636,000 for the same period in 2018. The $173,000 decrease in research and development expenses was primarily due to a decrease of $99,000 in personnel-related costs, including stock-based compensation expense, due to the classification of certain field support employees to sales and marketing and option grants fully vesting resulting in lower expense. With more focus on commercialization of ContraPest, it was determined that these certain field support employees previously classified as research and development are now refocused on sales and marketing efforts and thus, reclassified as such.

Facility-related expense increased $6,000 due primarily to facility lease payment escalation.

The decrease in other research and development expenses of $80,000 was primarily due to a reclass of other expenses related to certain field support employees to sales and marketing as described above.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were approximately $1.8 million for the three months ended June 30, 2019, as compared to approximately $3.5 million for the three months ended June 30, 2018. The decrease of $1.7 million in selling, general and administrative expenses was primarily due to lower stock compensation expense of $1.7 million associated with inducement warrants issued in June 2018. In addition, increased travel expenses of approximately $17,000 due to the reclassification of certain field support employees was offset by lower professional services expenses due to decreased legal activity in the quarter ending June 30, 2019.

Interest Income/Expense, Net

We recorded interest income/expense of $0, net, for the three months ended June 30, 2019, as compared to interest expense, net of $21,000 for the same period in 2018. The $21,000 decrease in interest expense was a result of decreased interest on capital leases and promissory notes that were fully paid during the three months ended June 30, 2019 and higher interest income as a result of higher average daily cash balance and interest rates year over year.

Other Income (Expense)

We recorded $2,000 of other income, net, for the three months ended June 30, 2019, compared to $7,000 of other expense for the same period in 2018. The $9,000 net increase in other income was primarily due to decreased expense related to the year-over-year fair market value adjustment of our derivative warrant.

Six Months Ended June 30, 2019 compared to Six Months Ended June 30, 2019:

Net Sales

Net sales were $43,000 for the six months ended June 30, 2019 and $55,000 for the same period in 2018. Sales were lower in 2019 due to the transition to the removal of ContraPest’s ‘restricted use only’ status at the state level, increased sales discounts to incentivize sales activity and the timing of a product exchange that was not re-shipped prior to June 30, 2019.

Cost of Sales

Cost of sales was $33,000 for the six months ended June 30, 2019, compared to $39,000 for the six months ended June 30, 2018. Cost of sales were lower in 2019 primarily due to lower sales volume.

Gross Profit

Gross profit for the six months ended June 30, 2019 was $10,000 or 23.3% of net sales, compared to a gross profit of $16,000 or 29.1% of net sales, for the same period in 2018. The decrease in gross profit was a direct result increased sales discounts to incentivize sales activity.

Research and Development Expenses

	Six Months Ended June 30,				Increase
	2019		2018		(Decrease)
	(in thousands)
Direct research and development expenses:
Unallocated expenses:
Personnel related (including stock-based compensation)	$	462	$	759	$	(297	)
Facility-related		124		114		10
Other		341		397		(56	)
Total research and development expenses	$	927	$	1,270	$	(343	)

Research and development expenses were $927,000 for the six months ended June 30, 2019, compared to $1.3 million for the same period in 2018. The $343,000 decrease in research and development expenses was primarily due to a decrease of $297,000 in personnel-related costs, including stock-based compensation expense, due to the classification of certain field support employees to sales and marketing. With more focus on commercialization of ContraPest, it was determined that these certain field support employees previously classified as research and development are now refocused on sales and marketing efforts and thus, reclassified as such.

Facility-related expense increased $10,000 due primarily to facility lease payment escalation.

The decrease in other research and development expenses of $56,000 was primarily due to a reclass of other expenses related to certain field support employees to sales and marketing as described above.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were approximately $3.7 million for the six months ended June 30, 2019, as compared to approximately $5.5 million for the six months ended June 30, 2018. The decrease of $1.8 million in selling, general and administrative expenses was primarily due to lower stock compensation expense of $1.7 million associated with inducement warrants issued in June 2018 and $500,000 due to option grants fully vesting resulting in lower stock compensation expense offset by increased salary and wages due to the reclassification of certain field support employees of $332,000 and an increase of $207,000 in professional services expense. The increase in professional services expenses was primarily due to increased legal and Board of Directors related expenses.

Interest Income/Expense, Net

We recorded interest income of $2,000, net, for the six months ended June 30, 2019, as compared to interest expense, net of $37,000 for the same period in 2018. The $39,000 increase in interest incomes was a result of decreased interest on capital leases and promissory notes that expired during the six months ended June 30, 2019 and higher interest income as a result of higher average daily cash balance and interest rates year over year.

Other Income (Expense)

We recorded $3,000 of other expense, net, for the six months ended June 30, 2019, compared to $6,000 of other income for the same period in 2018. The $9,000 net decrease in other income was primarily due to increased expense related to the year-over-year fair market value adjustment of our derivative warrant.

Liquidity and Capital Resources

Since our inception, we have sustained significant operating losses in the course of our research and development activities and commercialization efforts and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under our former license agreement with Neogen. In 2017, we began full scale marketing of our first product, ContraPest, and we continue to develop other product candidates, which are in various phases of development. We have funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock; debt financing, consisting primarily of convertible notes; and, to a lesser extent, payments received in connection with product sales, research grants and licensing fees. Through June 30, 2019, we had received net proceeds of $63.6 million from our sales of common stock, preferred stock and warrant exercises and issuance of convertible and other promissory notes, an aggregate of $1.7 million from licensing fees and an aggregate of $0.4 million in net product sales. At June 30, 2019, we had an accumulated deficit of $90.5 million and cash and cash equivalents of $2.6 million.

Our ultimate success depends upon the outcome of a combination of factors, including: (i) successful commercialization of ContraPest and ongoing regulatory approval of our other product candidates; (ii) market acceptance, commercial viability and profitability of ContraPest and other products; (iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development; (v) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs.

Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2019, in combination with anticipated revenue, net proceeds of $3.6 million from the sale of 3,037,038 shares of the Company’s common stock at a price of $1.35 per share on July 16, 2019 and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next 12 months. However, if anticipated revenue targets and margin targets are not achieved and we are unable to raise necessary capital through the sale of our securities, we may seek to reduce operating expenses and take other measures that could impair our ability to be successful and operate as a going concern. In any event, we are likely to require additional capital in order to fund our operating losses and research and development activities until we become profitable. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts.

Additional Funding Requirements

We expect our expenses to increase in connection with our ongoing activities, particularly as we market and focus on sales of ContraPest, and as we advance field studies of our product candidates in development. In addition, we will continue to incur costs associated with operating as a public company.

In particular, we expect to incur substantial and increased expenses as we:

●

Work to maximize market acceptance for, and generate sales of, our products;

●

Manage the infrastructure for the sales, marketing and distribution of ContraPest and any other product candidates for which we may receive regulatory approval;

●

Continue the development of ContraPest and our other product candidates, including engaging in any necessary field studies;

●

Seek additional regulatory approvals for ContraPest and our other product candidates;

●

Scale up manufacturing processes and quantities to meet future demand of ContraPest and any other product candidates for which we receive regulatory approval;

●

Continue product development of ContraPest and advance our research and development activities and advance the research and development programs for other product candidates;

●

Maintain, expand and protect our intellectual property portfolio; and

●

Add operational, financial and management information systems and personnel, including personnel to support our product development and commercialization efforts and operations as a public company.

Cash Flows

The following table summarizes our sources and uses of cash for each of the periods presented:

	Six Months Ended June 30,
	2019			2018

Cash used in operating activities	$	(3,907	)	$	(4,553	)
Cash provided by (used in) investing activities		(47	)		2,691
Cash provided by financing activities		1,609			1,608
Net increase (decrease) in cash and cash equivalents	$	(2,345	)	$	(254	)

Operating Activities.

During the six months ended June 30, 2019, operating activities used $3.9 million of cash, primarily resulting from our net loss of $4.7 million offset by changes in our operating assets and liabilities of $59,000 and by non-cash charges of $687,000, consisting primarily of stock-based compensation, depreciation and amortization. Our net loss was primarily attributable to research and development activities and our selling, general and administrative expenses, as we generated limited product revenue during the period. Net cash provided by changes in our operating assets and liabilities for the six months ended June 30, 2019 consisted primarily of a net increase in accrued expenses and accounts payable of $135,000, a decrease in prepaid expenses of $13,000 and a decrease in deposits of $4,000 offset by an increase in inventory of $70,000, an increase in receivables of $17,000 and a decrease in deferred rent of $6,000.

During the six months ended June 30, 2018, operating activities used $4.6 million of cash, primarily resulting from our net loss of $6.8 million and by changes in our operating assets and liabilities of $733,000, partially offset by non-cash charges of $3.0 million, consisting primarily of stock-based compensation, depreciation and amortization. Our net loss was primarily attributable to research and development activities and our selling, general and administrative expenses, as we generated limited product revenue during the period. Net cash used by changes in our operating assets and liabilities for the six months ended June 30, 2018 consisted primarily of an increase in inventory of $648,000, prepaid expenses of $32,000, a decrease in accounts payable/accrued expenses of $27,000, an increase in receivables of $21,000 and a decrease in deferred rent, offset by a decrease in deposits of $7,000.

Investing Activities.

For the six months ended June 30, 2019, we used $47,000 in net cash related to investing activities due to purchases of property and equipment.

For the six months ended June 30, 2018, net cash of $2.7 million was provided by investing activities consisting of $2.6 million of proceeds received from the sale of securities held to maturity and $185,000 of proceeds from the sale of equipment offset by $102,000 in purchases of property and equipment.

Financing Activities.

During the six months ended June 30, 2019, net cash provided by financing activities was $1.6 million as a result of proceeds from the exercise of warrants of $1.8 million offset by payments of $112,000 related to notes payable, $38,000 in payments of capital lease obligations and $24,000 of payments for employee withholding taxes related to share-based awards.

During the six months ended June 30, 2018, net cash provided by financing activities was $1.6 million as a result of $2.2 million in proceeds from warrant exercises offset by payments of $335,000 of deferred offering costs, $207,000 of repayments of related to notes payable and notes payable, related party, $36,000 in repayments of capital lease obligations and $27,000 of payments for employee withholding taxes related to share-based awards.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Significant Judgments and Estimates

Our financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in Note 2 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

There was no impact on the Company’s financial statements as a result of adopting ASC 606 for the three months and six months ended June 30, 2019 and 2018, respectively.

Stock-Based Compensation

We recognize compensation costs related to stock options granted to employees based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures, in accordance with ASC Topic 718 — Stock Compensation (“ASC 718”). We estimate the grant date fair value of the awards, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The grant date fair value of stock-based awards is expensed on a straight-line basis over the vesting period of the respective award. We account for stock-based compensation arrangements with non-employees using a fair value approach. The fair value of these stock options is measured using the Black-Scholes option-pricing model reflecting the same assumptions as applied to employee options in each of the reported periods, other than the expected life, which is assumed to be the remaining contractual life of the option. The fair value of the stock options granted to non-employees is re-measured as the stock options vest and is recognized in the statements of operations and comprehensive loss during the period the related services are rendered.

We recorded stock-based compensation expense of approximately $219,000 and $471,000 for the three and six months ended June 30, 2019, respectively and $2.0 million and $2.7 million for the three and six months ended June 30, 2018, respectively. We expect to grant stock options and other equity-based awards in the future, and to the extent that we do, our stock-based compensation expense recognized in future periods will likely increase.

The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards. If we had made different assumptions, our stock-based compensation expense, net loss and loss per share of common stock could have been significantly different. Our assumptions are as follows:

●

Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. Our historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, we estimate the expected term by using the simplified method, which calculates the expected term as the average of the time-to-vesting and the contractual life of the options.

●

Expected volatility. Expected volatility is derived from the average historical volatilities of publicly traded companies within our industry that we consider to be comparable to our business over a period approximately equal to the expected term. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

●

Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term.

●

Expected dividend. The expected dividend is assumed to be zero as we have never paid dividends and have no current plans to pay any dividends on our common stock.

●

Expected forfeitures. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period that the estimates are revised.

Significant Factors, Assumptions and Methodologies Used in Determining Fair Value of Our Common Stock

As noted above, we are required to estimate the fair value of the common stock underlying our stock-based awards when performing the fair value calculations using the Black-Scholes option-pricing model. In the absence of an active market for our common stock, we utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of our common stock. In addition, we have conducted periodic assessments of the valuation of our common stock.

The assumptions underlying these valuations represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. If we had made different assumptions than those used, the amount of our stock-based compensation expense, net income and net income per share amounts could have been significantly different. The fair value per share of our common stock for purposes of determining stock-based compensation expense is the closing price of our common stock as reported on the applicable grant date. The compensation cost that has been included in the statements of operations and comprehensive loss for all stock-based compensation arrangements is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018

Research and development	$	1	$	29	$	10	$	58
General and administrative		218		2,008		461		2,677
Total stock-based compensation expense	$	219	$	2,037	$	471	$	2,735

The intrinsic value of stock options outstanding as of June 30, 2019 was $0.

Emerging Growth Company Status

The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have irrevocably elected to “opt out” of this provision and, as a result, we intend to comply with new or revised accounting standards when they are required to be adopted by public companies that are not emerging growth companies.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act), under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this report.

These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

For information regarding legal proceedings in which we are involved, see Note 12 -- Commitments and Contingencies under the subsection titled “Legal Proceedings” in our Notes to Condensed Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A.

Risk Factors

There have been no material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our 2018 Annual Report.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

INDEX TO EXHIBITS

Exhibit

Filed or
Furnished

Incorporated by Reference

Number

Description

Herewith

Form

Filing Date

Exhibit

File No.

10.1

Employment letter agreement between SenesTech, Inc. and Kenneth Siegel dated May 15, 2019

8-K

5/20/2019

10.1

001-37941

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

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 thereunto duly authorized.

	SENESTECH, INC. (Registrant)

Dated: August 14, 2019	By:	/s/ Kenneth Siegel
		Kenneth Siegel
		Chief Executive Officer

Dated: August 14, 2019	By:	/s/ Thomas C. Chesterman
		Thomas C. Chesterman
		Chief Financial Officer and Treasurer