false 0001680378 0001680378 2025-06-30 2025-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 30, 2025

 

SenesTech, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37941   20-2079805

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

13430 North Dysart Road, Suite 105

Surprise, Arizona

  85379
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (928) 779-4143

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   SNES   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

 

 

Item 8.01 Other Events.

 

On June 30, 2025, we filed a prospectus supplement (the “Prospectus Supplement”) to register an additional $711,227 of shares (the “Shares”) of our common stock, par value $0.001 per share (“Common Stock”), issuable pursuant to the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC (the “Sales Agent”), dated June 20, 2024 (the “Sales Agreement”). Prior to the date hereof, we have sold an aggregate of $2,854,827.84 shares of our Common Stock through the Sales Agent under the Sales Agreement. An opinion regarding the legality of the Shares issuable under the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Exhibits
5.1   Legal Opinion of Greenberg Traurig, LLP
23.1   Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 30, 2025 SENESTECH, INC.
     
  By: /s/ Thomas C. Chesterman
    Thomas C. Chesterman
    Executive Vice President, Chief Financial Officer, Treasurer and Secretary

 

2