8-K

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)

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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

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EX-5.1

Exhibit 5.1

 

June 30, 2025

SenesTech, Inc.

13430 North Dysart Road, Suite 105
Surprise, AZ 85379 

Re: Registration Statement on Form S-3
SenesTech, Inc.

Ladies and Gentlemen:

We have acted as counsel to SenesTech, Inc., a Delaware corporation (the “Company”), in connection with its filing of (i) a Registration Statement on Form S-3 (Registration No. 333-286955) under Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 2, 2025 and amended on June 23, 2025 (the “Registration Statement”), (ii) the form of prospectus forming a part of the Registration Statement (the “Base Prospectus”), and (iii) the prospectus supplement dated June 23, 2025 (the “June 23 Prospectus Supplement”) and the prospectus supplement dated June 30, 2025 (the “June 30 Prospectus Supplement,” and together with the June 23 Prospectus Supplement, the “Prospectus Supplements”) (the Prospectus Supplements together with the Base Prospectus, the “Prospectus”). The June 30 Prospectus Supplement relates to the issuance and sale by the Company from time to time of shares of the Company’s common stock, par value $0.001 per share, having a maximum aggregate offering price of up to $711,227 (the “Shares”).

The Shares are to be sold pursuant to an At The Market Offering Agreement, dated as of June 20, 2024 (the “ATM Agreement”), by and between the Company and H.C. Wainwright & Co., LLC (the “Agent”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:

A. The Amended and Restated Certificate of Incorporation of the Company, as amended;

B. The Amended and Restated Bylaws of the Company, as amended;

C. Resolutions of the Board of Directors of the Company approving, among other things, the issuance of the Shares;

Greenberg Traurig, LLP | Attorneys at Law 2375 East Camelback Road | Suite 800 | Phoenix, Arizona 85016 | T +1 602.445.8000 | F +1 602.445.8100
	www.gtlaw.com

SenesTech, Inc.

June 30, 2024

Page 2

D. The Registration Statement and the Prospectus; and

E. Such other documents and records and other certificates and instruments and matters of law as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic, and (ii) the persons executing the documents examined by us have the legal capacity to execute such documents, and subject to the further limitations and qualifications set forth below, based solely upon our review of items A through E above, it is our opinion that the Shares have been duly authorized for issuance, and when issued against payment therefor pursuant to the terms of the ATM Agreement, will be validly issued, fully paid, and non-assessable.

We express no opinion as to the applicability or effect of any laws, orders, or judgments of any state or other jurisdiction other than federal securities laws and the substantive laws of the state of Delaware, including judicial interpretations of such laws. Further, our opinion is based solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.

We hereby expressly consent to any reference to our firm under the caption “Legal Matters” in the Prospectus constituting part of the Registration Statement, to the inclusion of this opinion as Exhibit 5.1 to a Current Report on Form 8-K filed by the Company on the date hereof and which is incorporated by reference into the Prospectus, and to the filing of this opinion with any other appropriate governmental agency.

Very truly yours,

/s/ Greenberg Traurig, LLP

Greenberg Traurig, LLP | Attorneys at Law
	www.gtlaw.com

XML

Cover	Jun. 30, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2025
Entity File Number	001-37941
Entity Registrant Name	SenesTech, Inc.
Entity Central Index Key	0001680378
Entity Tax Identification Number	20-2079805
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13430 North Dysart Road
Entity Address, Address Line Two	Suite 105
Entity Address, City or Town	Surprise
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85379
City Area Code	928
Local Phone Number	779-4143
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SNES
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false