PROSPECTUS |
Filed
Pursuant to Rule 424(b)(3) |
|
Registration No. 333-274894 |
SenesTech,
Inc.
6,015,879
Shares of Common Stock
Pursuant
to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis
an aggregate of 6,015,879 shares (the “Shares”) of our common stock, par value $0.001 per share (“Common Stock”),
representing Shares issuable upon the exercise of outstanding warrants to purchase up to 5,869,150 shares of Common Stock with a per
share exercise price equal to $0.7202 (the “Common Stock Warrants”) and placement agent warrants to purchase up to 146,729
shares of Common Stock with a per share exercise price equal to $0.9003 (the “Placement Agent Warrants,” and together with
the Common Stock Warrants, the “Warrants”). Upon any cash exercise of the Warrants by the Selling Stockholders, we will receive
cash proceeds per share equal to the exercise price of the Warrants. If the Warrants are exercised in a cashless exercise, we will not
receive any proceeds from the exercise of the Warrants.
The
Selling Stockholders may sell or otherwise dispose of the Shares in a number of different ways and at varying prices. We provide more
information about how the Selling Stockholders may sell or otherwise dispose of the Shares in the section entitled “Plan of Distribution”
on page 12. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Shares will be borne
by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions, and similar selling expenses)
relating to the registration of the Shares with the Securities and Exchange Commission (“SEC”).
Our Common Stock is listed on The Nasdaq Capital
Market under the symbol “SNES.” On October 16, 2023, the last reported sale price for our Common Stock on The Nasdaq Capital
Market was $0.3380 per share. Our principal executive offices are located at 23460 N. 19th Ave., Suite 110, Phoenix, Arizona 85027, and
our telephone number is (928) 779-4143.
This
prospectus, including such information that is incorporated by reference, contains summaries of certain provisions contained in some
of the documents described herein, but reference is made to the actual documents for complete information. All the summaries are qualified
in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or have been incorporated
by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents
as described in this prospectus under the heading “Where You Can Find Additional Information.”
Investing
in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page 5 of this prospectus
as well as any other risk factors and other information contained in any other document that is incorporated by reference herein.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
This
prospectus is dated October
17,
2023.
TABLE
OF CONTENTS
You
should read this prospectus and the information incorporated by reference in this prospectus and any applicable prospectus supplement
before making an investment in our securities. Please read “Where You Can Find Additional Information” for more information.
We have not and the Selling Stockholders have not authorized anyone to provide you with any information or to make any representation,
other than those contained in this prospectus and the documents incorporated by reference or any free writing prospectus we have prepared.
We take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. The
information contained in this prospectus or incorporated by reference in this prospectus is accurate only as of its date, or the date
of the applicable document incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of our Common
Stock. Our business, financial condition, results of operations and prospects may have changed since that date.
For
investors outside the United States: We have not done anything that would permit possession or distribution of this prospectus in any
jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into
possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of securities and
the distribution of this prospectus outside the United States.
about
this prospectus
The
registration statement of which this prospectus forms a part that we have filed with the SEC, utilizing a shelf registration process,
includes exhibits that provide more detail of the matters discussed in this prospectus. Under the shelf registration process, the Selling
Stockholders may, from time to time, offer and sell the Shares described in this prospectus in one or more offerings. Information about
the Selling Stockholders may change over time. You should read this prospectus and the related exhibits filed with the SEC, together
with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation
of Certain Information by Reference” before making your investment decision.
You
should rely only on the information provided in or incorporated by reference in this prospectus, in any prospectus supplement or in a
related free writing prospectus, or documents to which we otherwise refer you. Neither we nor the Selling Stockholders have authorized
anyone else to provide you with different information.
Neither
we nor the Selling Stockholders have authorized any dealer, agent or other person to give any information or to make any representation
other than those contained or incorporated by reference in this prospectus and any accompanying prospectus supplement or any related
free writing prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this
prospectus or an accompanying prospectus supplement or any related free writing prospectus. This prospectus and any accompanying prospectus
supplement and any related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy
any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying prospectus supplement
and any related free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that
the information contained in this prospectus and any accompanying prospectus supplement and any related free writing prospectus, if any,
is accurate on any date subsequent to the date set forth on the front of such document or that any information we have incorporated by
reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any
accompanying prospectus supplement and any related free writing prospectus is delivered or securities are sold on a later date.
Neither
we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution of this prospectus or
any free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required
to inform yourself about and to observe any restrictions relating as to this offering and the distribution of this prospectus and any
such free writing prospectus outside the United States.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
You
should also read and consider the information in the documents to which we have referred you under the caption “Where You Can Find
Additional Information” in this prospectus. In addition, this prospectus contains summaries of certain provisions contained in
some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be
filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may
obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.”
Unless
the context otherwise requires, references in this prospectus to “SenesTech,” “we,” “us,” “our”
and “our company” refer to SenesTech, Inc., a Delaware corporation, and our subsidiaries. Our registered trademarks currently
used in the United States include SenesTech, our logo, including “Sound science. Effective solutions.”, and Contrapest. Solely
for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references
are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the
applicable owner will not assert its rights, to these trademarks and tradenames. We do not intend our use or display of other companies’
trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
This
prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on our own internal
estimates as well as independent industry publications and other publicly-available information. Although we believe these sources are
reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information.
Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus or the documents incorporated
herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those
discussed under the headings “Risk Factors” in this prospectus, and under similar headings in the other documents that are
incorporated herein by reference. Accordingly, investors should not place undue reliance on this information.
FORWARD-LOOKING
STATEMENTS
The
statements contained in this prospectus that are not historical 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”). All statements other than statements of historical facts contained or incorporated herein by reference
in this prospectus, including statements regarding our future operating results, future financial position, business strategy, objectives,
goals, plans, prospects, markets, and plans and objectives for future operations, are forward-looking statements. In some cases, you
can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “suggests,” “targets,” “contemplates,” “projects,”
“predicts,” “may,” “might,” “plan,” “would,” “should,” “could,”
“can,” “potential,” “continue,” “objective,” or the negative of those terms, or similar
expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words.
Specific forward-looking statements in this prospectus include statements regarding:
| ● | our
expectation to continue to pursue regulatory approvals and amendments to the existing U.S. registration for ContraPest to broaden the
marketability and use of ContraPest, and if ContraPest begins to generate sufficient revenue, regulatory approvals for additional jurisdictions
beyond the United States; |
| ● | our
belief that ContraPest is unique in the pest control industry in affecting the reproductive systems of both male and female rats; |
| ● | our
belief that our field data shows ContraPest will result in a sustained reduction of the rat population; |
| ● | our
belief that ContraPest is the first and only fertility control product designed to be non-lethal, registered with the EPA, for the management
of rat populations; |
| ● | our
expectation to continue to incur significant expenses and operating losses in the foreseeable future; |
| ● | our
expectation our expenses to continue or increase in connection with our ongoing activities, particularly as we focus on marketing and
sales of ContraPest; |
| ● | our
successful commercialization of ContraPest; |
| ● | our
ability to meet the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) and regain compliance with
Rule 5550(a)(2); |
| ● | our
expectation that we will effectuate a reverse stock split of our Common Stock, par value $0.001 per share, at a ratio of not less than
1-for-2 and not more than 1-for-12; |
| ● | our
ability to obtain market acceptance of our products; |
| ● | our
ability to market our products and establish an effective sales force and marketing and distribution infrastructure to generate any revenue; |
| ● | our
ability to expand our research and development activities and advance the discovery and development programs for other product candidates; |
| ● | our
ability to retain, attract and integrate qualified personnel; |
| ● | our
estimates or expectations related to our revenue, cash flow, expenses, capital requirements and need for additional financing; |
| ● | our
belief that if we encounter continued issues or delays in the commercialization of ContraPest, our prior losses and expected future losses
could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional
financing in the future and continue as a going concern; |
| ● | our
plans for our business, including for research and development; |
| ● | the
initiation, timing, progress and results of field studies and other studies and trials and our research and development programs; |
| ● | our
financial performance, including our ability to fund operations; and |
| ● | developments
and projections relating to our projects, competitors and our industry, including legislative developments and impacts from those developments. |
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-“Risk Factors”
of Part I of our Annual Report on Form 10-K, for the year ended December 31, 2022, filed with the SEC on March 17, 2023, and those contained
from time to time in our other filings with the SEC. A number of factors could cause our actual results to differ materially from those
indicated by the forward-looking statements. Such factors include, among others, the following:
| ● | the
successful commercialization of our products; |
| ● | market
acceptance of our products; |
| ● | our
financial performance, including our ability to fund operations; |
| ● | our
ability to maintain compliance with Nasdaq’s continued listing requirements; and |
| ● | regulatory
approval and regulation of our products and other factors and risks identified from time to time in our filings with the SEC, including
this prospectus. |
All
forward-looking statements included herein are based on information available to us as of the date hereof and speak only as of such date.
Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after
the date of such statements. The forward-looking statements contained in or incorporated by reference into this prospectus reflect our
views as of the date of this prospectus about future events and are subject to risks, uncertainties, assumptions and changes in circumstances
that may cause our actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking
statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future events, results, performance or achievements.
PROSPECTUS
SUMMARY
This
summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our
filings with the SEC, as described later in the prospectus. Because it is only a summary, it does not contain all of the information
that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction
with, the more detailed information appearing elsewhere in this prospectus, including the information incorporated by reference in this
prospectus. You should read the entire prospectus and the information incorporated by reference herein carefully, including the sections
titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and our audited financial statements and the related notes, which are incorporated herein by reference from our Annual Report on Form
10-K for the year ended December 31, 2022, filed with the SEC on March 17, 2023, and our unaudited financial statements and the related
notes, which are incorporated by reference from our Quarterly Report on Form 10-Q for the three month period ended March 31, 2023, filed
with the SEC on May 11, 2023, and our Quarterly Report on Form 10-Q for the three and six month periods ended June 30, 2023, filed with
the SEC on August 11, 2023. Please read “Where You Can Find Additional Information” on page 13 of this prospectus.
Our
Company
Overview
We
have developed and are commercializing a proprietary technology for managing animal pest populations, initially rat populations, through
fertility control. Although there are myriad tools available to control rat populations, most rely on some form of lethal method to achieve
effectiveness. Each of these solutions is inherently limited by rat species’ resilience and survival mechanisms as well as their
extraordinary rate of reproduction. ContraPest®, our initial product, is unique in the pest control industry in affecting
the reproductive systems of both male and female rats, which our field data shows will result in a sustained reduction of the rat population.
Rats
have plagued humanity throughout history. They pose significant threats to the health and food security of many communities. In addition,
rodents cause significant product loss and damage through consumption and contamination. Rats also cause significant damage to critical
infrastructure by burrowing beneath foundations and gnawing on electrical wiring, insulation, fire proofing systems, electronics and
computer equipment.
The
most prevalent solution to rat infestations is the use of increasingly powerful rodenticides. Although these solutions provide short
term results, there are growing concerns about secondary exposure and bioaccumulation of rodenticides in the environment, about the development
of resistance over time, as well as concerns about rodenticides that have no antidotes. The pest management industry and pest management
professionals (“PMPs”) are being asked by their customers and their communities for new solutions that are both effective
and less toxic. Our goal is to provide customers with not only a highly effective solution to combat their most difficult rat problems,
but also offer a non-lethal option to serve customers that are looking to decrease or remove the amount of rodenticide used in their
pest control programs.
ContraPest
is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide (“VCD”) and triptolide, a botanically derived
compound. ContraPest limits reproduction of male and female rats beginning with the first breeding cycle following consumption. ContraPest
is currently being marketed for use in controlling Norway and roof rat populations.
We
began the registration process with the United States Environmental Protection Agency (the “EPA”) for ContraPest on August
23, 2015. On August 2, 2016, the EPA granted an unconditional registration for ContraPest as a Restricted Use Product (“RUP”),
due to the need for applicator expertise for deployment. On October 18, 2018, the EPA approved the removal of the RUP designation. In
addition to the EPA registration of ContraPest in the United States, ContraPest must obtain registration from the various state regulatory
agencies prior to selling in each state. We have received registration for ContraPest in all 50 states and the District of Columbia,
49 of which have approved the removal of the RUP designation.
We
believe ContraPest is the first and only fertility control product designed to be non-lethal that has been registered with the EPA for
the management of rat populations. In case studies, the addition of ContraPest to an integrated pest management system has improved the
efficacy of the program up to 90% or more. ContraPest is marketed to PMPs for incorporation into their services, as well as to end users
who wish to perform their own pest management. We have established a field sales force of six individuals who are arranged geographically
as well as an e-commerce platform for direct sales to consumers.
In
the first quarter of 2022, we received approval for and began marketing an additional dispenser format for ContraPest, the Elevate® Bait
System with ContraPest. This system provides an additional delivery method particularly appropriate for roof rat populations or any rat
infestations that manifest above ground.
We
expect to continue to pursue regulatory approvals and amendments to the existing U.S. registration for ContraPest and regulatory approvals
for additional jurisdictions beyond the United States. On April 1, 2023 and May 18, 2023, we signed distribution agreements for the commercialization
of ContraPest in the Maldives and South Africa. In certain cases, our EPA and state registrations require completion of testing and certifications
even though we have received approval for the product or its labelling. We continue to seek to comply with these requirements.
We
also continue to research and develop enhancements to ContraPest that align with our target verticals and to develop other potential
fertility control options for additional markets and species.
Our
intellectual property portfolio supporting ContraPest consists of nine international patent filings (in the United States, Europe, Canada,
Brazil, Russia, Japan, Mexico, South Korea and Australia) addressing the ContraPest compound. Claims directed toward the compound include
composition-of-matter involving a diterpenoid epoxide or salts thereof in combination with an organic diepoxide and use claims for inducing
follicle depletion and for reducing the reproductive capability of a mammalian animal or non-human mammalian population. Issued claims
will have a patent term extending to 2033 or longer based on patent term determinations in each of the filing countries. The novelty
of ContraPest extends to its method of field distribution and has required innovation to perfect the dosing of our product to rodents.
We recently filed and received approval for a U.S. patent application covering our liquid delivery system, which is used in our EVO bait
station. The patent will expire in 2038.
For
a complete description of our business, financial condition, results of operations and other important information, please read our filings
with the SEC that are incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the year ended December
31, 2022 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023. For instructions on how to find
copies of these documents, please read “Where You Can Find Additional Information” and “Incorporation of Certain Information
by Reference.”
Recent
Developments
Warrant
Repricing
On
August 21, 2023, we entered into an inducement offer letter agreement (the “Letter Agreement”) with a certain holder (the
“Holder”) who held certain of our existing warrants to purchase up to (i) 77,431 shares of our Common Stock issued on October
26, 2020 and subsequently amended on November 16, 2022, at an exercise price of $3.165 per share, as amended (the “October 2020
Warrants”), and (ii) 2,857,144 shares of Common Stock issued on November 18, 2022, at an exercise price of $3.165 per share (the
“November 2022 Warrants” and together with the October 2020 Warrants, the “Existing Warrants”). Pursuant to the
Letter Agreement, the Holder agreed to exercise the Existing Warrants for cash at a reduced exercise price of $0.7202 per share in consideration
of our agreement to issue new Common Stock Warrants (the “New Warrants”). Upon exercise of the Existing Warrants, we issued
to the Holder New Warrants to purchase an aggregate of 5,869,150 shares of Common Stock with an exercise price of $0.7202 per share (the
“Warrant Repricing”). The Common Stock Warrants may be exercised at all times prior to either the fifth anniversary or thirteen
month anniversary of their issuance date, as applicable.
We
engaged H.C. Wainwright & Co., LLC (“Wainwright”) to act as our exclusive placement agent in connection with the transactions
contemplated by the Letter Agreement. We also agreed to issue to Wainwright or its designees warrants (the “Placement Agent Warrants”)
to purchase up to 146,729 shares of common stock (representing 5% of the Existing Warrants being exercised) which will have the same
terms as the New Warrants except the Placement Agent Warrants have an exercise price equal to $0.9003 per share (125% of the reduced
exercise price of the Existing Warrants). Similar to the New Warrants, the Placement Agent Warrants are immediately exercisable from
the date of issuance until the five year anniversary of such date.
The
closing of the transactions contemplated pursuant to the Letter Agreement occurred on August 21, 2023 (the “Closing Date”)
subject to satisfaction of customary closing conditions. We also agreed to file the registration statement of which this prospectus forms
a part (the “Registration Statement”) providing for the resale of the New Warrant Shares issued or issuable upon the exercise
of the New Warrants as soon as practicable after the Closing Date, and to use commercially reasonable efforts to have such Registration
Statement declared effective by the SEC within 90 days following the date of the Letter Agreement and to keep the Registration Statement
effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares.
Nasdaq
Listing
As
previously disclosed, on August 25, 2023, we received a letter from the listing qualifications staff (the “Staff”) of The
Nasdaq Stock Market (“Nasdaq”) providing notification that the bid price for our Common Stock had closed below $1.00 per
share for the previous 30 consecutive business days and our Common Stock no longer met the minimum bid price requirement for continued
listing under Nasdaq Listing Rule 5550(a)(2) (the “Rule”). We were provided a period of 180 calendar days,
or until February 21, 2024, in which to regain compliance with the Rule.
If
we do not regain compliance with the Rule by February 21, 2024, we may be eligible for an additional 180 calendar day compliance period.
To qualify, we would need to meet the continued listing requirement for market value of publicly held shares and all other initial listing
standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice
of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However,
if it appears to the Staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify
us that our securities would be subject to delisting. In the event of such notification, we may appeal the Staff’s determination
to delist our securities. There can be no assurance that we will regain compliance with the Rule or maintain compliance with other Nasdaq
continued listing requirements.
Reverse
Stock Split
On August 18, 2023, our stockholders approved a
reverse stock split of our Common Stock, par value $0.001 per share, at a ratio of not less than 1-for-2 and not more than 1-for-12,
with the actual ratio to be determined by our board of directors (the “2023 Reverse Split”). Our board of directors has not
yet chosen the ratio for, nor implemented, the 2023 Reverse Split.
Unless
otherwise noted, the share numbers, option numbers, warrant numbers, other derivative security numbers and exercise prices appearing
in this prospectus have not been adjusted to give effect to the potential 2023 Reverse Split.
Corporate
and Other Information
We
were incorporated in Nevada in July 2004 and reincorporated in Delaware in November 2015. Our principal executive offices are located
at 23460 N. 19th Ave., Suite 110, Phoenix, AZ 85027, and our telephone number is (928) 779-4143. Our corporate website address is www.senestech.com.
The information contained on or accessible through our website is not a part of this prospectus and should not be relied upon in connection
with making an investment decision.
SUMMARY
OF THE OFFERING
The
Selling Stockholders identified in this prospectus are offering on a resale basis an aggregate of 6,015,879 shares of Common Stock issuable
upon the exercise of the Warrants.
Securities
offered by the Selling Stockholders |
|
Up
to 6,015,879 shares of our Common Stock, par value $0.001 per share, consisting of (i) 5,869,150 shares of our Common Stock issuable
upon the exercise of the Common Stock Warrants, and (ii) 146,729 shares of our Common Stock issuable upon the exercise of the Placement
Agent Warrants. |
|
|
|
Use
of proceeds |
|
We
will not receive any of the proceeds from the sale of the Shares covered by this prospectus, except with respect to amounts received
by us due to the exercise of any Warrants for cash. We intend to use the proceeds from the exercise of any Warrants for cash for
general corporate purposes, which may include research and development expenses, capital expenditures, working capital and general
and administrative expenses, and potential acquisitions of or investments in businesses, products and technologies that complement
our business, although we have no present commitments or agreements to make any such acquisitions or investments as of the date of
this prospectus. See “Use of Proceeds.” |
|
|
|
Risk
factors |
|
You
should carefully read and consider the information set forth under “Risk Factors” on page 5 of this prospectus
and under similar headings in the documents incorporated by reference herein before deciding to invest in our securities. |
|
|
|
Market
for Common Stock |
|
Our
Common Stock is listed on The Nasdaq Capital Market under the symbol “SNES.” |
RISK
FACTORS
Investing
in our securities, including our Common Stock, involves a number of risks. You should not invest unless you are able to bear the complete
loss of your investment. You should carefully consider the risks described below and discussed under the section entitled “Risk
Factors” in our most recent Annual Report on Form 10-K, which is incorporated herein by reference, together with other information
in this prospectus and the information and documents incorporated by reference in this prospectus, including our future reports on Form
10-K and 10-Q. For a description of these reports and documents, and information about where you can find them, see “Where You
Can Find More Information” and “Incorporation of Certain Documents by Reference.” The risks and uncertainties we have
described below and under the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K incorporated
herein by reference are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may impair our business operations. If any of the risks actually occur, our business could be
harmed. In such case, the trading price of our Common Stock could decline and investors could lose all or a part of the money paid to
buy our securities. Our actual results could differ materially from those anticipated in these forward-looking statements as a result
of these and other factors.
See
also the statements contained under the heading “Forward-Looking Statements.”
Summary
Risk Factors
Our
business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely
affect our business, results of operations, financial condition, and prospects. These risks are discussed more fully below and include
risks related to the following:
Risks
Related to this Offering and the Proposed Reverse Stock Split
If
we are unable to continue as a going concern, our securities will have little or no value.
We
have incurred operating losses since our inception, and we expect to continue to incur significant expenses and operating losses for
the foreseeable future. Our financial statements as of December 31, 2022 and 2021 have been prepared under the assumption that we will
continue as a going concern. Our independent registered public accounting firm included in its opinion for the years ended December 31,
2022, and 2021 an explanatory paragraph referring to our net loss from operations and net capital deficiency and expressing substantial
doubt in our ability to continue as a going concern without additional capital becoming available. If we encounter continued issues or
delays in the commercialization of ContraPest or greater than anticipated expenses, our prior losses and expected future losses could
have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing
in the future and continue as a going concern. There are no assurances that such financing, if necessary, will be available to us at
all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may
result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through financings, sales of
our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable
to continue operations. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment
in us.
The
sale of a substantial amount of our shares of common stock including resale of the Shares being registered hereunder in the public market
could adversely affect the prevailing market price of our Common Stock.
We
are registering for resale 6,015,879 shares of Common Stock. Sales of substantial amounts of shares of our Common Stock in the public
market, or the perception that such sales might occur, could adversely affect the market price of our Shares of Common Stock, and the
market value of our other securities. We cannot predict if and when the Selling Stockholders may sell such Shares in the public markets.
Furthermore, in the future, we may issue additional shares of Common Stock or other equity or debt securities convertible into shares
of Common Stock. Any such issuance could result in substantial dilution to our existing shareholders and could cause our stock price
to decline.
Our
reverse stock splits may decrease the liquidity of the shares of our Common Stock.
On
October 12, 2022, our stockholders approved a reverse stock split of our Common Stock at a ratio of not less than 1-for-5 and not more
than 1-for-20, with the actual ratio to be determined by our board of directors. On November 15, 2022, the Reverse Split Committee of
our board of directors approved a final split ratio of 1-for-20 to regain compliance with the Nasdaq minimum bid price requirement. On
August 18, 2023, our stockholders approved the 2023 Reverse Stock Split by a ratio of not less than 1-for-2 and not more than 1-for-12,
with the actual ratio to be determined by our board of directors. The liquidity of the shares of our Common Stock may be affected adversely
by the reverse stock splits given the reduced number of shares that are outstanding following the reverse stock splits. In addition,
the reverse stock splits increase the number of stockholders who own odd lots (less than 100 shares) of our Common Stock, creating the
potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.
Following
a reverse stock split, the resulting market price of our Common Stock may not attract new investors, including institutional investors,
and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our Common Stock may not improve.
Although
we believe that a higher market price of our Common Stock may help generate greater or broader investor interest, there can be no assurance
that a reverse stock split, including the proposed 2023 Reverse Stock Split, will result in a share price that will attract new investors,
including institutional investors. In addition, there can be no assurance that the market price of our Common Stock will satisfy the
investing requirements of those investors. As a result, the trading liquidity of our Common Stock may not necessarily improve. Additionally,
it cannot be assured that a reverse stock split, including the proposed 2023 Reverse Stock Split, will result in any sustained proportionate
increase in the market price of our Common Stock, which is dependent upon many factors, including our business and financial performance,
general market conditions, and prospects for future success, which are unrelated to the number of shares of our Common Stock outstanding.
It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split.
We
may not be able to comply with all applicable listing requirements or standards of The Nasdaq Capital Market and Nasdaq could delist
our Common Stock.
Our
Common Stock is listed on The Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other continued
listing requirements and standards. Previously, on September 26, 2018, March 20, 2019, February 20, 2020, March 2,
2022 and, most recently, on August 25, 2023, we received a letter from the listing qualifications staff of Nasdaq providing notification
that the bid price for our Common Stock had closed below $1.00 per share for the previous 30 consecutive business days and our Common
Stock no longer met the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2). In each case,
in accordance with Nasdaq Listing Rule 5810(c)(3) (A), we were provided an initial period of 180 calendar days, or, most
recently, until February 21, 2024, in which to regain compliance. To regain compliance, the closing bid price of our Common Stock had
to be $1.00 per share or more for a minimum of 10 consecutive business days at any time before the expiration of the initial compliance
period.
In
the event that we would have been unable to regain compliance with Rule 5550(a)(2) during the initial compliance, Nasdaq rules
provide that we may be eligible for an additional 180 calendar day compliance period. To qualify, we needed to meet the continued
listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with
the exception of the minimum bid price requirement, and to provide written notice of our intention to cure the deficiency during the
second compliance period, by effecting a reverse stock split, if necessary. The liquidity of the shares of our Common Stock may be affected
adversely by the reverse stock splits we have undertaken to address such compliance failure, given the reduced number of shares that
are outstanding following a reverse stock split. In addition, reverse stock splits may increase the number of stockholders who own odd
lots (less than 100 shares) of our Common Stock, creating the potential for such stockholders to experience an increase in the cost
of selling their shares and greater difficulty effecting such sales.
In
the event that we are unable to establish compliance, or again become non-compliant, with Rule 5550(a)(2) and cannot re-establish compliance
within the required timeframe, our Common Stock could be delisted from The Nasdaq Capital Market, which could have a material adverse
effect on our financial condition and which would cause the value of our Common Stock to decline. If our Common Stock is not eligible
for listing or quotation on another market or exchange, trading of our Common Stock could be conducted in the over-the-counter market
or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event,
it would become more difficult to dispose of, or obtain accurate price quotations for, our Common Stock, and there would likely be a
reduction in our coverage by security analysts and the news media, which could cause the price of our Common Stock to decline further.
In addition, it may be difficult for us to raise additional capital if we are not listed on a national securities exchange.
We
do not intend to pay any cash dividends on Common Stock in the foreseeable future and, therefore, any return on your investment in Common
Stock must come from increases in the fair market value and trading price of Common Stock.
We
do not intend to pay any cash dividends on Common Stock in the foreseeable future and, therefore, any return on your investment in Common
Stock must come from increases in the fair market value and trading price of Common Stock.
USE
OF PROCEEDS
We
are registering the Shares for resale by the Selling Stockholders. We will not receive any of the proceeds from the sale of the Shares
covered by this prospectus, except with respect to amounts received by us due to the exercise of any Warrants for cash. If the Warrants
are exercised in a cashless exercise, we will not receive any proceeds from the exercise of the Warrants.
We
intend to use the proceeds from the exercise of any Warrants for cash for general corporate purposes, which may include research and
development expenses, capital expenditures, working capital and general and administrative expenses, and potential acquisitions of or
investments in businesses, products and technologies that complement our business, although we have no present commitments or agreements
to make any such acquisitions or investments as of the date of this prospectus.
Dilution
This offering of the Shares by the Selling Stockholders
on a continuous or delayed basis in the future will not result in a change to the net tangible book value per share before and after the
distribution of the Shares by the Selling Stockholders. However, purchasers of the Shares from the Selling Stockholders will experience
dilution to the extent of the difference between the amount per share paid and the net tangible book value per share of our Common Stock
at the time of the purchase.
DESCRIPTION OF PRIVATE PLACEMENT
On August 21, 2023, we entered
into the Letter Agreement with the Holder who held (i) the October 2020 Warrants to purchase up to 77,431 shares of our Common Stock at
an exercise price of $3.165 per share, and (ii) the November 2022 Warrants to purchase up to 2,857,144 shares of Common Stock at an exercise
price of $3.165 per share. Pursuant to the Letter Agreement, the Holder agreed to exercise the Existing Warrants for cash at a reduced
exercise price of $0.7202 per share in consideration of our agreement to issue new Common Stock Warrants. Upon exercise of the Existing
Warrants, we issued to the Holder New Warrants to purchase an aggregate of 5,869,150 shares of Common Stock with an exercise price of
$0.7202 per share (the “Private Placement”). The New Warrants may be exercised at all times prior to either the fifth anniversary
or thirteen month anniversary of their issuance date, as applicable. The Holder exercised the Existing Warrants on August 21, 2023, and
the Company received gross proceeds of approximately $2.1 million from the exercise of the Existing Warrants as a result of such exercises
and pursuant to the terms of the Letter Agreement.
We engaged Wainwright
to act as our exclusive placement agent in connection with the transactions contemplated by the Letter Agreement. We also agreed to issue
to Wainwright or its designees the Placement Agent Warrants to purchase up to 146,729 shares of common stock (representing 5% of the Existing
Warrants being exercised) which will have the same terms as the New Warrants except the Placement Agent Warrants have an exercise price
equal to $0.9003 per share (125% of the reduced exercise price of the Existing Warrants). Similar to the New Warrants, the Placement Agent
Warrants are immediately exercisable from the date of issuance until the five year anniversary of such date.
Pursuant to the Letter
Agreement, we are required to file the Registration Statement of which this prospectus forms a part under the Securities Act to register
the resale of the Shares as soon as practicable following the Closing Date. This prospectus covers the resale of the shares of our Common
Stock issuable upon the exercise of the Warrants.
SELLING STOCKHOLDERS
We have prepared this prospectus to allow the
Selling Stockholders to offer for resale, from time to time, 6,015,879 Shares issuable upon the exercise of the Warrants. The Selling
Stockholders acquired the Warrants in connection with the Letter Agreement and related transactions, and we are filing the Registration
Statement of which this prospectus is a part pursuant to the Letter Agreement.
We do not know how long the Selling Stockholders
will hold the Warrants, whether the Selling Stockholders will exercise the Warrants, and upon such exercise, how long such Selling Stockholders
will hold the Shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders
regarding the sale of any of the Shares.
The following table presents information regarding
the Selling Stockholders and the Shares that it may offer and sell from time to time under this prospectus. The table is prepared based
on information supplied to us by the Selling Stockholders, and reflects their holdings as of October 5, 2023, unless otherwise noted in
the footnotes to the table. Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or
investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the Selling Stockholders
have sole or shared voting power or investment power as well as any shares the Selling Stockholders have the right to acquire within 60
days after the date of this table, including the Warrants. To our knowledge and subject to applicable community property rules, the Selling
Stockholders named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned.
Name of Selling Stockholder | |
Number of Shares of Common Stock Beneficially
Owned
Prior to Offering(1) | | |
Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus(2) | | |
Number of Shares of Common Stock Beneficially Owned After Offering(3) | | |
Percentage of Beneficial Ownership After Offering(4) | |
Armistice Capital, LLC(5) | |
| 9,089,440 | (6) | |
| 5,869,150 | | |
| 3,220,290 | | |
| 4.99 | % |
Michael Vasinkevich(7) | |
| 226,956 | (8) | |
| 94,090 | | |
| 132,866 | | |
| 1.41 | % |
Noam Rubinstein(7) | |
| 111,489 | (9) | |
| 46,220 | | |
| 65,269 | | |
| * | |
Craig Schwabe(7) | |
| 11,935 | (10) | |
| 4,952 | | |
| 6,983 | | |
| * | |
Charles Worthman(7) | |
| 3,543 | (11) | |
| 1,467 | | |
| 2,076 | | |
| * | |
| (1) | Consists
of shares of Common Stock and shares of Common Stock issuable pursuant to the full exercise of the Warrants issued in the Private Placement
and other warrants previously acquired from us. |
| (2) | Represents
shares of Common Stock underlying the Warrants issued to the Selling Stockholders in the Private Placement. All of the Warrants that
are exercisable for the Shares offered hereby contain certain beneficial ownership limitations, which provide that a holder of the Warrants
will not have the right to exercise any portion of its Warrants if such holder, together with its affiliates and attribution parties,
would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such
exercise, provided that upon at least 61 days prior notice to us, a holder may increase or decrease such limitation up to a maximum of
9.99% of the number of shares of Common Stock outstanding (each such limitation, a “Beneficial Ownership Limitation”). |
| (3) | Assumes
all Shares offered by the Selling Stockholders hereby are sold and that the Selling Stockholders buy or sell no additional shares of
Common Stock prior to the completion of this offering. We do not know when or in what amounts the Selling Stockholder may offer Shares
for sale. The Selling Stockholder might not sell any or might sell all of the Shares offered by this prospectus. Because the Selling
Stockholder may offer all or some of the Shares pursuant to this offering, and because there are currently no agreements, arrangements
or understandings with respect to the sale of any of the Shares, we cannot estimate the number of the Shares that will be held by the
Selling Stockholder after completion of the offering. However, for purposes of this table, we have assumed that, after completion of
the offering, none of the Shares covered by this prospectus will be held by the Selling Stockholder, including Common Stock issuable
upon exercise of the Warrants issued in the Private Placement. |
| (4) | Based
on 9,295,364 shares of Common Stock, consisting of 3,279,485 shares of Common Stock outstanding as of October 5, 2023 and 6,015,879 Shares
underlying the Warrants (assuming the full exercise of the Warrants). |
| (5) | The
Common Stock and other securities are held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master
Fund”) and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”),
as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and
Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The
address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Ave, 7th Floor, New York, NY 10022. We do not have a material relationship
with the Selling Stockholder other than as a result of the ownership of our Common Stock or other securities. |
| (6) | Consists of (i) 315,000 shares of Common Stock issued upon the exercise
of the Existing Warrants in connection with the Warrant Repricing; (ii) 2,619,575 shares of Common Stock underlying the Existing Warrants
exercised in August 2023, the issuance of which is held in abeyance subject to a beneficial ownership limitation provision in the warrant;
and (ii) 6,154,865 shares of Common Stock issuable upon the exercise of outstanding warrants, including 5,869,150 Shares issuable upon
the exercise of the Warrants issued in connection with the Warrant Repricing and being registered for resale pursuant to the registration
statement of which this prospectus forms a part. The Selling Stockholder’s warrants prohibit the exercise of such warrants if, after
giving effect to such exercise, it would result in the Selling Stockholder’s, including any person or entity whose beneficial ownership
would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation. |
| (7) | Referenced
person is affiliated with Wainwright, a registered broker-dealer with a registered address of H.C. Wainwright & Co., LLC, 430 Park
Ave, 3rd Floor, New York, NY 10022. Wainwright acted as our placement agent in our August 21, 2023 financing. Referenced person has sole
voting and dispositive power over the securities held, acquired the securities in the ordinary course of business and, at the time the
securities were acquired, the selling stockholder had no agreement or understanding, directly or indirectly, with any person to distribute
such securities. |
| (8) | Consists
of 226,956 shares of Common Stock issuable upon the exercise of outstanding warrants, including 94,090 Shares issuable upon the exercise
of the Warrants issued in connection with the Warrant Repricing and being registered for resale pursuant to the registration statement
of which this prospectus forms a part. The Selling Stockholder’s warrants prohibit the exercise of such warrants if, after giving
effect to such exercise, it would result in the Selling Stockholder’s, including any person or entity whose beneficial ownership
would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation. |
| (9) | Consists
of 111,489 shares of Common Stock issuable upon the exercise of outstanding warrants, including 46,220 Shares issuable upon the exercise
of the Warrants issued in connection with Warrant Repricing and being registered for resale pursuant to the registration statement of
which this prospectus forms a part. The Selling Stockholder’s warrants prohibit the exercise of such warrants if, after giving
effect to such exercise, it would result in the Selling Stockholder’s, including any person or entity whose beneficial ownership
would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation. |
| (10) | Consists
of 11,935 shares of Common Stock issuable upon the exercise of outstanding warrants, including 4,952 Shares issuable upon the exercise
of the Warrants issued in connection with the Warrant Repricing and being registered for resale pursuant to the registration statement
of which this prospectus forms a part. The Selling Stockholder’s warrants prohibit the exercise of such warrants if, after giving
effect to such exercise, it would result in the Selling Stockholder’s, including any person or entity whose beneficial ownership
would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation. |
| (11) | Consists
of 3,543 shares of Common Stock issuable upon the exercise of outstanding warrants, including 1,467 Shares issuable upon the exercise
of the Warrants issued in connection with the Warrant Repricing and being registered for resale pursuant to the registration statement
of which this prospectus forms a part. The Selling Stockholder’s warrants prohibit the exercise of such warrants if, after giving
effect to such exercise, it would result in the Selling Stockholder’s, including any person or entity whose beneficial ownership
would be attributable to the Selling Stockholder, beneficial ownership exceeding the Beneficial Ownership Limitation. |
PLAN
OF DISTRIBUTION
The Selling Stockholders and any of their pledges,
assignees and successors-in-interest may, from time to time, sell any or all of their Shares covered hereby on the principal trading market
or any other stock exchange, market or trading facility on which the Shares are traded or in private transactions. These sales may be
at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling the Shares:
| ● | ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will
attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and
resale by the broker-dealer for its own account; |
| ● | an exchange distribution in accordance with the
rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | short sales effected after the date the registration
statement of which this prospectus is a part is declared effective by the SEC; |
| ● | through the writing or settlement of options
or other hedging transactions, whether through an options exchange or otherwise; |
| ● | through agreements between broker-dealers and
the seller stockholder(s) to sell a specified number of such shares at a stipulated price per share; |
| ● | a combination of any such methods of sale; and |
| ● | any other method permitted by applicable law. |
The Selling Stockholders may also sell the Shares
under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders
may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders
(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except
as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the Shares or interests
therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in
turn engage in short sales of the Shares in the course of hedging the positions they assume. The Selling Stockholders may also sell the
Shares short and deliver the Shares to close out their short positions, or loan or pledge the securities to broker-dealers that in turn
may sell the Shares. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial
institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of the Shares offered by this prospectus, which Shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers
or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale
of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholders
have informed us that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute
the Shares.
We agreed to keep this prospectus effective until
the Selling Stockholders no longer own any Warrants and all of the Shares have been sold pursuant to this prospectus or Rule 144 under
the Securities Act or any other rule of similar effect. The Shares will be sold only through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain states, the Shares covered hereby may not be sold unless they
have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
Under applicable rules and regulations under the
Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with
respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.
In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling Stockholders and have informed it of the need to deliver a copy
of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The validity of the Shares being offered hereby
will be passed upon for us by Greenberg Traurig, LLP, Phoenix, Arizona.
EXPERTS
The financial statements of the Company as of
December 31, 2022 and 2021, and for each of the two years in the period ended December 31, 2022, incorporated by reference in this prospectus
have been so incorporated in reliance on the report of M&K CPAS, PLLC, an independent registered public accounting firm (which report
contains an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as a going concern, as
described in Note 1 to the financial statements), given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements
and other information regarding companies, such as ours, that file documents electronically with the SEC. The website address is www.sec.gov.
The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are
inactive textual references only.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We “incorporate by reference” certain
information into this registration statement, which means that we disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and relying on the Fixing
America’s Surface Transportation Act, or the FAST Act, as a smaller reporting company, subsequent information that we file with
the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated
by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this
prospectus modifies or replaces that statement.
We incorporate by reference our documents listed
below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering, including documents we may file with the SEC after the date of the initial registration statement and prior to effectiveness
of the registration statement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically
listed below or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant
to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any amendments
or supplements thereto incorporate by reference the documents set forth below that have previously been filed with the SEC:
|
● |
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 17, 2023. |
|
|
|
|
● |
Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2023 and June 30, 2023, filed with the SEC on May 11, 2023 and August 11, 2023, respectively; |
|
|
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|
● |
Definitive Proxy Statements on Schedule 14A, filed with the SEC on April 28, 2023 and July 31, 2023; |
|
|
|
|
● |
Our Current Reports on Form 8-K filed with the SEC on January 5, 2023, February 16, 2023, April 12, 2023, April 24, 2023, June 27, 2023, August 21, 2023, August 22, 2023, and August 28, 2023; and |
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|
● |
The description of our capital stock contained in our registration statement on Form 8-A filed with the SEC on November 7, 2016, including any amendments or reports filed for the purpose of updating such description (including Exhibit 4.1 to our Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on April 21, 2020). |
You should rely only on the information incorporated
by reference or provided in this prospectus. We have not authorized anyone else to provide you with any information. You should not assume
that the information incorporated by reference or provided in this prospectus is accurate as of any date other than the date on the front
of each document. You may request a free copy of any or all of the reports or documents incorporated by reference in this prospectus (other
than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following
address:
SenesTech, Inc.
23460 N. 19th Ave., Suite 110
Phoenix, AZ 85027
Attn: Secretary
(928) 779-4143
We also maintain a website at www.senestech.com
where incorporated reports or other documents filed with the SEC may be accessed. We have not incorporated by reference into this prospectus
the information contained in, or that can be accessed through, our website, and you should not consider it to be part of this prospectus.
SenesTech, Inc.
6,015,879 Shares of Common
Stock
PROSPECTUS
October 17, 2023
SenesTech (NASDAQ:SNES)
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