STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

In 2018, our stockholders approved the adoption of the SenesTech, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) which provides for the issuance of stock-based instruments, such as stock options or restricted stock units, to employees or consultants as deemed appropriate. The 2018 Plan has since been amended and restated on certain occasions, most recently on July 11, 2024, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares.

Currently, we only have stock options outstanding under the 2018 Plan, which are generally issued with a per share exercise price equal to the fair market value of our common stock at the date of grant. Options granted generally vest immediately, or ratably over a 12- to 36-month period coinciding with their respective service periods, with terms generally of five years. Certain stock option awards provide for accelerated vesting upon a change in control.

We have 203,311 shares of common stock available for issuance under the 2018 Plan, which includes the increase to the total number of authorized shares of 200,000 shares approved by our stockholders on July 11, 2024.

The following table presents the outstanding stock option activity:


	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Three months ended June 30, 2024:
Outstanding as of March 31, 2024	3,641		$	1,194.90	3.8
Granted	892		6.740		4.8



Outstanding as of June 30, 2024	4,533	(1)	899.48		3.8
Six months ended June 30, 2024:
Outstanding as of December 31, 2023	3,643		1,197.00		4.0
Granted	892		6.740		4.8

Forfeited	(2)		1,965.36		3.0

Outstanding as of June 30, 2024	4,533	(1)	899.48		3.8
Exercisable as of June 30, 2024	3,987		1,009.40		3.8

(1) Includes options related to 823 shares that are inducement awards and not granted under the 2018 Plan.

The weighted average grant date fair value of options granted during the three months ended June 30, 2024 was $5.59 per share, based on the following assumptions used in the Black-Scholes option pricing model:


Expected volatility	117.0	%
Expected dividend yield	—
Expected term (in years)	5
Risk-free interest rate	4.43	%

The expected volatility assumption is based on the calculated volatility of our common stock at the date of grant based on historical prices over the most recent period commensurate with the term of the award. The expected dividend yield assumption is based on our history and expected dividend payouts: we have not, and do not expect to, pay dividends. The expected term assumption is the contractual term of the options for non-employees. The risk-free interest rate assumption is determined using the U.S. treasury yields for bonds with a maturity commensurate with the term of the award.

The stock-based compensation expense was recorded as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	4	$	5	$	8	$	9
Selling, general and administrative (1)	84		165		165		327
Total stock-based compensation expense	$	88	$	170	$	173	$	336

(1) Includes $56,000 related to stock issued in exchange for marketing services for the three and six month periods ended June 30, 2023.

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, 2024, the total compensation cost related to unvested options not yet recognized was $124,000, which will be recognized over a weighted average period of 1.1 years, assuming the employees and non-employees complete their service period required for vesting.